UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

(Mark One)



[X]	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended ~~March 31,~~ September 30, 2016

	or

[ ]	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _________ to __________.

Commission File Number 0-10967

______________________

(Exact name of registrant as specified in its charter)



Delaware		36-3161078
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

One Pierce Place, Suite 1500

Itasca, Illinois 60143-1254

(Address of principal executive offices) (zip code)

______________________

Registrant's telephone number, including area code: (630) ~~875-7450~~875-7463

______________________

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

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

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



Large accelerated filer [X]		Accelerated filer [ ]
Non-accelerated filer [ ]		Smaller reporting company [ ]
(Do not check if a smaller reporting company)

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

As of ~~April 29,~~October 31, 2016, there were ~~81,327,746~~81,325,864 shares of common stock, $.01 par value, outstanding.

FIRST MIDWEST BANCORP, INC.

FORM 10-Q

TABLE OF CONTENTS



		Page
Part I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Financial Condition	3
	Condensed Consolidated Statements of Income	4
	Consolidated Statements of Comprehensive Income	5
	Consolidated Statements of Changes in Stockholders' Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to the Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	4144
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6773
Item 4.	Controls and Procedures	6874
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	6874
Item 1A.	Risk Factors	6874
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6975
Item 6.	Exhibits	7076

PART I. FINANCIAL INFORMATION (Unaudited)

ITEM 1. FINANCIAL STATEMENTS

FIRST MIDWEST BANCORP, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Amounts in thousands, except per share data)


					March 31, 2016			December 31, 2015							September 30, 2016			December 31, 2015
Assets					(Unaudited)										(Unaudited)
Cash and due from banks	Cash and due from banks				$	135,049		$	114,587		Cash and due from banks				$	139,538		$	114,587
Interest-bearing deposits in other banks	Interest-bearing deposits in other banks				171,312			266,615			Interest-bearing deposits in other banks				362,153			266,615
Trading securities, at fair value	Trading securities, at fair value				17,408			16,894			Trading securities, at fair value				18,351			16,894
Securities available-for-sale, at fair value	Securities available-for-sale, at fair value				1,625,579			1,306,636			Securities available-for-sale, at fair value				1,964,030			1,306,636
Securities held-to-maturity, at amortized cost	Securities held-to-maturity, at amortized cost				21,051			23,152			Securities held-to-maturity, at amortized cost				20,337			23,152
Federal Home Loan Bank ("FHLB") and Federal Reserve Bank ("FRB") stock, at cost	Federal Home Loan Bank ("FHLB") and Federal Reserve Bank ("FRB") stock, at cost				40,916			39,306			Federal Home Loan Bank ("FHLB") and Federal Reserve Bank ("FRB") stock, at cost				53,506			39,306
Loans	Loans				7,822,555			7,161,715			Loans				8,171,782			7,161,715
Allowance for loan losses	Allowance for loan losses				(77,150		)	(73,630		)	Allowance for loan losses				(85,308		)	(73,630		)
Net loans	Net loans				7,745,405			7,088,085			Net loans				8,086,474			7,088,085
Other real estate owned ("OREO")	Other real estate owned ("OREO")				29,649			27,782			Other real estate owned ("OREO")				28,049			27,782
Premises, furniture, and equipment, net	Premises, furniture, and equipment, net				141,323			122,278			Premises, furniture, and equipment, net				82,443			122,278
Investment in bank-owned life insurance ("BOLI")	Investment in bank-owned life insurance ("BOLI")				218,873			209,601			Investment in bank-owned life insurance ("BOLI")				219,064			209,601
Goodwill and other intangible assets	Goodwill and other intangible assets				369,979			339,277			Goodwill and other intangible assets				367,961			339,277
Accrued interest receivable and other assets	Accrued interest receivable and other assets				212,378			178,463			Accrued interest receivable and other assets				236,291			178,463
Total assets	Total assets				$	10,728,922		$	9,732,676		Total assets				$	11,578,197		$	9,732,676
Liabilities	Liabilities										Liabilities
Noninterest-bearing deposits	Noninterest-bearing deposits				$	2,627,530		$	2,414,454		Noninterest-bearing deposits				$	2,766,265		$	2,414,454
Interest-bearing deposits	Interest-bearing deposits				6,153,288			5,683,284			Interest-bearing deposits				6,339,839			5,683,284
Total deposits	Total deposits				8,780,818			8,097,738			Total deposits				9,106,104			8,097,738
Borrowed funds	Borrowed funds				387,411			165,096			Borrowed funds				639,539			165,096
Senior and subordinated debt	Senior and subordinated debt				201,293			201,208			Senior and subordinated debt				309,444			201,208
Accrued interest payable and other liabilities	Accrued interest payable and other liabilities				134,835			122,366			Accrued interest payable and other liabilities				253,846			122,366
Total liabilities	Total liabilities				9,504,357			8,586,408			Total liabilities				10,308,933			8,586,408
Stockholders' Equity	Stockholders' Equity										Stockholders' Equity
Common stock	Common stock				913			882			Common stock				913			882
Additional paid-in capital	Additional paid-in capital				493,153			446,672			Additional paid-in capital				496,918			446,672
Retained earnings	Retained earnings				964,250			953,516			Retained earnings				1,003,271			953,516
Accumulated other comprehensive loss, net of tax	Accumulated other comprehensive loss, net of tax				(15,041		)	(28,389		)	Accumulated other comprehensive loss, net of tax				(13,402		)	(28,389		)
Treasury stock, at cost	Treasury stock, at cost				(218,710		)	(226,413		)	Treasury stock, at cost				(218,436		)	(226,413		)
Total stockholders' equity	Total stockholders' equity				1,224,565			1,146,268			Total stockholders' equity				1,269,264			1,146,268
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity				$	10,728,922		$	9,732,676		Total liabilities and stockholders' equity				$	11,578,197		$	9,732,676

	March 31, 2016				December 31, 2015						September 30, 2016				December 31, 2015
	(Unaudited)										(Unaudited)
	Preferred		Common		Preferred			Common			Preferred		Common		Preferred			Common
	Shares		Shares		Shares			Shares			Shares		Shares		Shares			Shares

Par value	$	—	$	0.01	$	—		$	0.01		$	—	$	0.01	$	—		$	0.01
Shares authorized	1,000		150,000		1,000			150,000			1,000		150,000		1,000			150,000
Shares issued	—		91,274		—			88,228			—		91,281		—			88,228
Shares outstanding	—		81,298		—			77,952			—		81,324		—			77,952
Treasury shares	—		9,976		—			10,276			—		9,957		—			10,276

See accompanying unaudited notes to the ~~unaudited~~ condensed consolidated financial statements.

FIRST MIDWEST BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share data)

(Unaudited)


	Quarters Ended March 31,				Quarters Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015		2016		2015
Interest Income
Loans	$	78,455	$	73,397	$	87,505	$	75,522	$	252,486	$	224,739
Investment securities	8,558		8,293		9,629		7,723		27,550		23,839
Other short-term investments	535		779		772		1,047		1,968		2,739
Total interest income	87,548		82,469		97,906		84,292		282,004		251,317
Interest Expense
Deposits	2,385		2,525		2,520		2,329		7,387		7,256
Borrowed funds	1,316		18		1,782		928		4,597		1,064
Senior and subordinated debt	3,133		3,144		2,632		3,133		8,353		9,411
Total interest expense	6,834		5,687		6,934		6,390		20,337		17,731
Net interest income	80,714		76,782		90,972		77,902		261,667		233,586
Provision for loan losses	7,593		6,552		9,998		4,100		25,676		16,652
Net interest income after provision for loan losses	73,121		70,230		80,974		73,802		235,991		216,934
Noninterest Income
Service charges on deposit accounts	9,473		9,271		10,708		10,519		30,350		29,676
Wealth management fees	7,559		7,014		8,495		7,222		24,696		21,669
Card-based fees	6,718		6,402		7,332		6,868		21,642		20,223
Mortgage banking income	1,368		1,123		3,394		1,402		6,625		3,964
Other service charges, commissions, and fees	8,476		4,831		8,537		7,107		24,681		17,800
Net gain on sale-leaseback transaction					5,509		—		5,509		—
Net securities gains	887		512		187		524		1,097		1,551
Other income	1,445		1,948		1,691		1,372		5,001		5,220
Total noninterest income	35,926		31,101		45,853		35,014		119,601		100,103
Noninterest Expense
Salaries and employee benefits	44,594		40,716		46,372		41,361		137,233		122,371
Net occupancy and equipment expense	9,697		10,436		10,755		9,406		30,380		29,464
Professional services	5,920		5,109		6,772		6,172		17,984		16,603
Technology and related costs	3,701		3,687		3,881		3,673		11,251		10,887
Net OREO expense	664		1,204		313		1,290		2,099		4,355
Other expenses	12,993		11,505		13,623		12,463		41,074		36,793
Acquisition and integration related expenses	5,020		—		1,172		—		6,810		—
Total noninterest expense	82,589		72,657		82,888		74,365		246,831		220,473
Income before income tax expense	26,458		28,674		43,939		34,451		108,761		96,564
Income tax expense	8,496		8,792		15,537		11,167		37,130		30,824
Net income	$	17,962	$	19,882	$	28,402	$	23,284	$	71,631	$	65,740
Per Common Share Data
Basic earnings per common share	$	0.23	$	0.26	$	0.35	$	0.30	$	0.89	$	0.84
Diluted earnings per common share	$	0.23	$	0.26	$	0.35	$	0.30	$	0.89	$	0.84
Dividends declared per common share	$	0.09	$	0.09	$	0.09	$	0.09	$	0.27	$	0.27
Weighted-average common shares outstanding	77,980		76,918		80,396		77,106		79,589		77,038
Weighted-average diluted common shares outstanding	77,992		76,930		80,409		77,119		79,602		77,051

See accompanying unaudited notes to the ~~unaudited~~ condensed consolidated financial statements.

FIRST MIDWEST BANCORP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollar amounts in thousands)

(Unaudited)


		Quarters Ended March 31,							Quarters Ended September 30,						Nine Months Ended September 30,
		2016			2015				2016			2015			2016			2015
Net income		$	17,962		$	19,882			$	28,402		$	23,284		$	71,631		$	65,740
Securities available-for-sale
Unrealized holding gains:
Securities Available-for-Sale
Unrealized holding (losses) gains:
Before tax		18,873			6,312				(6,695		)	6,126			21,671			748
Tax effect		(7,546		)	(2,528		)		2,676			(2,454		)	(8,665		)	(312		)
Net of tax		11,327			3,784				(4,019		)	3,672			13,006			436
Reclassification of net gains included in net income:	Reclassification of net gains included in net income:							Reclassification of net gains included in net income:
Before tax		887			512				187			524			1,097			1,551
Tax effect		(355		)	(209		)		(75		)	(214		)	(439		)	(634		)
Net of tax		532			303				112			310			658			917
Net unrealized holding gains		10,795			3,481
Derivative instruments
Unrealized holding gains (losses):
Net unrealized holding (losses) gains									(4,131		)	3,362			12,348			(481		)
Derivative Instruments
Unrealized holding (losses) gains:
Before tax		4,275			(719		)		(779		)	3,420			4,420			870
Tax effect		(1,722		)	288				311			(1,368		)	(1,781		)	(352		)
Net of tax		2,553			(431		)		(468		)	2,052			2,639			518
Total other comprehensive income		13,348			3,050
Total other comprehensive (loss) income									(4,599		)	5,414			14,987			37
Total comprehensive income		$	31,310		$	22,932			$	23,803		$	28,698		$	86,618		$	65,777


	Accumulated Unrealized Gain on Securities Available- for-Sale			Accumulated Unrealized (Loss) Gain on Derivative Instruments			Unrecognized Net Pension Costs			Total Accumulated Other Comprehensive Loss			Accumulated Unrealized Gain (Loss) on Securities Available- for-Sale			Accumulated Unrealized Gain (Loss) on Derivative Instruments			Unrecognized Net Pension Costs			Total Accumulated Other Comprehensive Loss
Balance at December 31, 2014	$	(2,950	)	$	(1,138	)	$	(11,767	)	$	(15,855	)	$	(2,950	)	$	(1,138	)	$	(11,767	)	$	(15,855	)
Other comprehensive income (loss)	3,481			(431		)	—			3,050
Balance at March 31, 2015	$	531		$	(1,569	)	$	(11,767	)	$	(12,805	)
Other comprehensive income													(481		)	518			—			37
Balance at September 30, 2015													$	(3,431	)	$	(620	)	$	(11,767	)	$	(15,818	)
Balance at December 31, 2015	$	(10,271	)	$	(2,468	)	$	(15,650	)	$	(28,389	)	$	(10,271	)	$	(2,468	)	$	(15,650	)	$	(28,389	)
Other comprehensive income	10,795			2,553			—			13,348			12,348			2,639			—			14,987
Balance at March 31, 2016	$	524		$	85		$	(15,650	)	$	(15,041	)
Balance at September 30, 2016													$	2,077		$	171		$	(15,650	)	$	(13,402	)

See accompanying unaudited notes to the ~~unaudited~~ condensed consolidated financial statements.

FIRST MIDWEST BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Amounts in thousands, except per share data)

(Unaudited)


	Common Shares Outstanding		Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Total			Common Shares Outstanding		Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Total
Balance at December 31, 2014	77,695		$	882	$	449,798		$	899,516		$	(15,855	)	$	(233,566	)	$	1,100,775		77,695		$	882	$	449,798		$	899,516		$	(15,855	)	$	(233,566	)	$	1,100,775
Net income	—		—		—			19,882			—			—			19,882			—		—		—			65,740			—			—			65,740
Other comprehensive income	—		—		—			—			3,050			—			3,050			—		—		—			—			37			—			37
Common dividends declared ($0.09 per common share)	—		—		—			(7,011		)	—			—			(7,011		)
Common dividends declared ($0.27 per common share)																				—		—		—			(21,047		)	—			—			(21,047		)
Purchase of treasury stock																				(7	)	—		—			—			—			(120		)	(120		)
Restricted stock activity	264		—		(9,784		)	—			—			7,311			(2,473		)	255		—		(10,108		)	—			—			—			(10,108		)
Treasury stock issued to benefit plans	(2	)	—		(25		)	—			—			52			27			(1	)	—		(112		)	—			—			281			169
Share-based compensation expense	—		—		1,700			—			—			—			1,700			—		—		5,459			—			—			6,764			12,223
Balance at March 31, 2015	77,957		$	882	$	441,689		$	912,387		$	(12,805	)	$	(226,203	)	$	1,115,950
Balance at September 30, 2015																				77,942		$	882	$	445,037		$	944,209		$	(15,818	)	$	(226,641	)	$	1,147,669
Balance at December 31, 2015	77,952		$	882	$	446,672		$	953,516		$	(28,389	)	$	(226,413	)	$	1,146,268		77,952		$	882	$	446,672		$	953,516		$	(28,389	)	$	(226,413	)	$	1,146,268
Net income	—		—		—			17,962			—			—			17,962			—		—		—			71,631			—			—			71,631
Other comprehensive income	—		—		—			—			13,348			—			13,348			—		—		—			—			14,987			—			14,987
Common dividends declared ($0.09 per common share)	—		—		—			(7,228		)	—			—			(7,228		)
Common dividends declared ($0.27 per common share)																				—		—		—			(21,876		)	—			—			(21,876		)
Acquisition, net of issuance costs	3,042		31		54,865			—			—			—			54,896			3,042		31		54,865			—			—			—			54,896
Common stock issued	4		—		59			—			—			—			59			10		—		169			—			—			—			169
Restricted stock activity	303		—		(10,282		)	—			—			7,736			(2,546		)	326		—		(10,610		)	—			—			8,062			(2,548		)
Treasury stock issued to benefit plans	(3	)	—		—			—			—			(33		)	(33		)	(6	)	—		(21		)	—			—			(85		)	(106		)
Share-based compensation expense	—		—		1,839			—			—			—			1,839			—		—		5,843			—			—			—			5,843
Balance at March 31, 2016	81,298		$	913	$	493,153		$	964,250		$	(15,041	)	$	(218,710	)	$	1,224,565
Balance at September 30, 2016																				81,324		$	913	$	496,918		$	1,003,271		$	(13,402	)	$	(218,436	)	$	1,269,264

See accompanying unaudited notes to the ~~unaudited~~ condensed consolidated financial statements.

FIRST MIDWEST BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands)

(Unaudited)


	Three Months Ended March 31,						Nine Months Ended September 30,
	2016			2015			2016			2015
Net cash provided by operating activities	$	9,934		$	34,750		$	104,235		$	93,423
Investing Activities
Proceeds from maturities, repayments, and calls of securities available-for-sale	68,235			58,236			263,243			216,900
Proceeds from sales of securities available-for-sale	31,453			36,193			42,794			57,255
Purchases of securities available-for-sale	(276,265		)	(53,974		)	(824,883		)	(241,300		)
Proceeds from maturities, repayments, and calls of securities held-to-maturity	3,973			1,720			4,695			4,016
Purchases of securities held-to-maturity	(8		)	(1,026		)	(16		)	(1,184		)
Net purchases of FHLB stock	(61		)	(1,190		)
Purchases of FHLB stock							(12,651		)	(1,190		)
Net increase in loans	(268,179		)	(75,795		)	(630,012		)	(213,488		)
Proceeds from claims on BOLI, net of premiums paid	(22		)	191			1,597			1,095
Proceeds from sales of OREO	1,640			2,708			6,069			13,820
Proceeds from sales of premises, furniture, and equipment	675			195			150,747			195
Purchases of premises, furniture, and equipment	(2,921		)	(1,215		)	(12,320		)	(6,591		)
Net cash received from acquisitions	57,347			—			57,347			—
Net cash used in investing activities	(384,133		)	(33,957		)	(953,390		)	(170,472		)
Financing Activities
Net increase in deposit accounts	88,159			26,921			413,445			408,692
Net increase (decrease) in borrowed funds	219,899			(6,794		)
Net increase in borrowed funds							472,027			31,949
Purchase of treasury stock							—			(120		)
Net proceeds from the issuance of subordinated notes							146,484			—
Payments for the maturity of subordinated debt							(38,500		)	—
Cash dividends paid	(6,885		)	(6,218		)	(21,885		)	(20,132		)
Restricted stock activity	(2,113		)	(2,700		)	(2,318		)	(2,853		)
Excess tax benefit related to share-based compensation	298			793			391			794
Net cash provided by financing activities	299,358			12,002			969,644			418,330
Net (decrease) increase in cash and cash equivalents	(74,841		)	12,795
Net increase in cash and cash equivalents							120,489			341,281
Cash and cash equivalents at beginning of period	381,202			606,262			381,202			606,262
Cash and cash equivalents at end of period	$	306,361		$	619,057		$	501,691		$	947,543

Supplemental Disclosures of Cash Flow Information:
Income taxes paid	$	2,421		$	3,096		$	14,645		$	12,787
Interest paid to depositors and creditors	3,563			2,862			17,656			14,931
Dividends declared, but unpaid	7,593			7,011			7,241			7,137
Common stock issued for acquisitions, net of issuance costs	54,896			—			54,896			—
Non-cash transfers of loans to OREO	942			1,038			3,894			11,956
Non-cash transfer of loans held-for-investment to loans held-for-sale	25,125			4,200
Non-cash transfers of loans held-for-investment to loans held-for-sale							77,030			32,902

See accompanying unaudited notes to the ~~unaudited~~ condensed consolidated financial statements.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation – The accompanying unaudited condensed consolidated interim financial statements ("consolidated financial statements") of First Midwest Bancorp, Inc. (the "Company"), a Delaware corporation, were prepared in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC") for quarterly reports on Form 10-Q and reflect all adjustments that management deems necessary for the fair presentation of the financial position and results of operations for the periods presented. The results of operations for the quarter and nine months ended ~~March 31,~~September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.

The accounting and reporting policies of the Company and its subsidiaries conform to U.S. generally accepted accounting principles ("GAAP") and general practices within the banking industry. The accompanying consolidated financial statements do not include certain information and note disclosures required by GAAP for complete annual financial statements. Therefore, these financial statements should be read in conjunction with the Company's 2015 Annual Report on Form 10-K ("2015 10-K"). The Company uses the accrual basis of accounting for financial reporting purposes. Certain reclassifications were made to prior year amounts to conform to the current year presentation.

Use of Estimates – The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates and assumptions are based on the best available information, actual results could differ from those estimates.

Principles of Consolidation – The accompanying consolidated financial statements include the financial position and results of operations of the Company and its subsidiaries after elimination of all significant intercompany accounts and transactions. Assets held in a fiduciary or agency capacity are not assets of the Company or its subsidiaries and are not included in the consolidated financial statements.

The accounting policies related to business combinations, loans, the allowance for credit losses, and derivative financial instruments are presented below. For a summary of all other significant accounting policies, see Note 1, "Summary of Significant Accounting Policies," in the Company's 2015 10-K.

Business Combinations – Business combinations are accounted for under the acquisition method of accounting. Assets acquired and liabilities assumed are recorded at their estimated fair values as of the date of acquisition, with any excess of the purchase price of the acquisition over the fair value of the identifiable net tangible and intangible assets acquired recorded as goodwill. Alternatively, a gain is recorded if the fair value of assets purchased exceeds the fair value of liabilities assumed and consideration paid. The results of operations of the acquired business are included in the Condensed Consolidated Statements of Income from the effective date of the acquisition.

Loans – Loans held-for-investment are loans that the Company intends to hold until they are paid in full and are carried at the principal amount outstanding, including certain net deferred loan origination fees. Loan origination fees, commitment fees, and certain direct loan origination costs are deferred, and the net amount is amortized as a yield adjustment over the contractual life of the related loans or commitments and included in interest income. Fees related to ~~standby~~ letters of credit are amortized into fee income over the contractual life of the commitment. Other credit-related fees are recognized as fee income when earned. The Company's net investment in direct financing leases is included in loans and consists of future minimum lease payments and estimated residual values, net of unearned income. Interest income on loans is accrued based on principal amounts outstanding. Loans held-for-sale are carried at the lower of aggregate cost or fair value and included in other assets in the Consolidated Statements of Financial Condition.

Acquired and Covered Loans – Covered loans consists of loans acquired by the Company in Federal Deposit Insurance Corporation ("FDIC")-assisted transactions, which are covered by loss share agreements with the FDIC (the "FDIC Agreements"), under which the FDIC reimburses the Company for the majority of the losses and eligible expenses related to these assets during the coverage period. Acquired loans consist of all other loans that were acquired in business combinations that are not covered by the FDIC Agreements. Covered loans and acquired loans are included within loans held-for-investment.

Acquired and covered loans are separated into (i) non-purchased credit impaired ("Non-PCI") and (ii) purchased credit impaired ("PCI") loans. Non-PCI loans include loans that did not have evidence of credit deterioration since origination at the acquisition date. PCI loans include loans that had evidence of credit deterioration since origination and for which it was probable at acquisition that the Company would not collect all contractually required principal and interest payments. Evidence of credit deterioration

was evaluated using various indicators, such as past due and non-accrual status. Leases and revolving loans do not qualify to be accounted for as PCI loans and are accounted for as Non-PCI loans.

The acquisition adjustment related to Non-PCI loans is amortized into interest income over the contractual life of the related loans. If an acquired ~~non-PCI~~Non-PCI loan is renewed subsequent to the acquisition date, any remaining acquisition adjustment is accreted into interest income and the loan is considered a new loan that is no longer classified as an acquired loan.

PCI loans are accounted for based on estimates of expected future cash flows. To estimate the fair value, the Company generally aggregates purchased consumer loans and certain smaller balance commercial loans into pools of loans with common risk characteristics, such as delinquency status, credit score, and internal risk ratings. The fair values of larger balance commercial loans are estimated on an individual basis. Expected future cash flows in excess of the fair value of loans at the purchase date ("accretable yield") are recorded as interest income over the life of the loans if the timing and amount of the expected future cash flows can be reasonably estimated. The non-accretable yield represents the difference between contractually required payments and the expected future cash flows determined at acquisition. Subsequent increases in expected future cash flows are offset against the allowance for credit losses to the extent an allowance has been established or otherwise recognized as interest income prospectively. The present value of any decreases in expected future cash flows is recognized by recording a charge-off through the allowance for loan losses or providing an allowance for loan losses.

90-Days Past Due Loans –The Company's accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is sufficiently collateralized and in the process of renewal or collection.

Non-accrual Loans – Generally, corporate loans are placed on non-accrual status (i) when either principal or interest payments become 90 days or more past due unless the credit is sufficiently collateralized and in the process of renewal or collection, or (ii) when an individual analysis of a borrower's creditworthiness warrants a downgrade to non-accrual regardless of past due status. When a loan is placed on non-accrual status, unpaid interest credited to income in the current year is reversed, and unpaid interest accrued in prior years is charged against the allowance for loan losses. After the loan is placed on non-accrual status, all debt service payments are applied to the principal on the loan. Future interest income may only be recorded on a cash basis after recovery of principal is reasonably assured. Non-accrual loans are returned to accrual status when the financial position of the borrower and other relevant factors indicate that the Company will collect all principal and interest.

Commercial loans and loans secured by real estate are charged-off when deemed uncollectible. A loss is recorded if the net realizable value of the underlying collateral is less than the outstanding principal and interest. Consumer loans that are not secured by real estate are subject to mandatory charge-off at a specified delinquency date and are usually not classified as non-accrual prior to being charged-off. Closed-end consumer loans, which include installment, automobile, and single payment loans, are usually charged-off no later than the end of the month in which the loan becomes 120 days past due.

PCI loans are generally considered accruing loans unless reasonable estimates of the timing and amount of expected future cash flows cannot be determined. Loans without reasonable future cash flow estimates are classified as non-accrual loans, and interest income is not recognized on those loans until the timing and amount of the expected future cash flows can be reasonably determined.

Troubled Debt Restructurings ("~~TDRs~~TDR"s") – A restructuring is considered a TDR when (i) the borrower is experiencing financial difficulties, and (ii) the creditor grants a concession, such as forgiveness of principal, reduction of the interest rate, changes in payments, or extension of the maturity date. Loans are not classified as TDRs when the modification is short-term or results in an insignificant delay in payments. The Company's TDRs are determined on a case-by-case basis.

The Company does not accrue interest on a TDR unless it believes collection of all principal and interest under the modified terms is reasonably assured. For a TDR to begin accruing interest, the borrower must demonstrate some level of past performance and the future capacity to perform under the modified terms. Generally, six months of consecutive payment performance under the restructured terms is required before a TDR is returned to accrual status. However, the period could vary depending on the individual facts and circumstances of the loan. An evaluation of the borrower's current creditworthiness is used to assess the borrower's capacity to repay the loan under the modified terms. This evaluation includes an estimate of expected future cash flows, evidence of strong financial position, and estimates of the value of collateral, if applicable. For TDRs to be removed from TDR status in the calendar year after the restructuring, the loans must (i) have an interest rate and terms that reflect market conditions at the time of restructuring, and (ii) be in compliance with the modified terms. If the loan was restructured at below market rates and terms, it continues to be separately reported as restructured until it is paid in full or charged-off.

Impaired Loans – Impaired loans consist of corporate non-accrual loans and TDRs. A loan is considered impaired when it is probable that the Company will not collect all contractual principal and interest. With the exception of accruing TDRs, impaired loans are classified as non-accrual and are exclusive of smaller homogeneous loans, such as home equity, 1-4 family mortgages, and installment loans. Impaired loans with balances under a specified threshold are not individually evaluated for impairment. For all other impaired loans, impairment is measured by comparing the estimated value of the loan to the recorded book value.

The value of collateral-dependent loans is based on the fair value of the underlying collateral, less costs to sell. The value of other loans is measured using the present value of expected future cash flows discounted at the loan's initial effective interest rate.

Allowance for Credit Losses – The allowance for credit losses is comprised of the allowance for loan losses and the reserve for unfunded commitments, and is maintained by management at a level believed adequate to absorb estimated losses inherent in the existing loan portfolio. Determination of the allowance for credit losses is subjective since it requires significant estimates and management judgment, including the amounts and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans, consideration of current economic trends, and other factors.

Loans deemed to be uncollectible are charged-off against the allowance for loan losses, while recoveries of amounts previously charged-off are credited to the allowance for loan losses. Additions to the allowance for loan losses are charged to expense through the provision for loan losses. The amount of provision depends on a number of factors, including net charge-off levels, loan growth, changes in the composition of the loan portfolio, and the Company's assessment of the allowance for loan losses based on the methodology discussed below.

Allowance for Loan Losses – The allowance for loan losses consists of (i) specific reserves for individual loans where the recorded investment exceeds the value, (ii) an allowance based on a loss migration analysis that uses historical credit loss experience for each loan category, and (iii) an allowance based on other internal and external qualitative factors.

The specific reserves component of the allowance for loan losses is based on a periodic analysis of impaired loans exceeding a fixed dollar amount. If the value of an impaired loan is less than the recorded book value, the Company either establishes a valuation allowance (i.e., a specific reserve) equal to the excess of the book value over the value of the loan as a component of the allowance for loan losses or charges off the amount if it is a confirmed loss.

The general reserve component is based on a loss migration analysis, which examines actual loss experience by loan category for a rolling 8-quarter period and the related internal risk rating for corporate loans. The loss migration analysis is updated quarterly primarily using actual loss experience. This component is then adjusted based on management's consideration of many internal and external qualitative factors, including:

Changes in the composition of the loan portfolio, trends in the volume of loans, and trends in delinquent and non-accrual loans that could indicate that historical trends do not reflect current conditions.

Changes in credit policies and procedures, such as underwriting standards and collection, charge-off, and recovery practices.

Changes in the experience, ability, and depth of credit management and other relevant staff.

Changes in the quality of the Company's loan review system and Board of Directors oversight.

The effect of any concentration of credit and changes in the level of concentrations, such as loan type or risk rating.

Changes in the value of the underlying collateral for collateral-dependent loans.

Changes in the national and local economy that affect the collectability of various segments of the portfolio.

The effect of other external factors, such as competition and legal and regulatory requirements, on the Company's loan portfolio.

The allowance for loan losses also consists of an allowance on acquired and covered Non-PCI and PCI loans. No allowance for loan losses is recorded on acquired loans at the acquisition date. Subsequent to the acquisition date, an allowance for credit losses is established as necessary to reflect credit deterioration. The acquired Non-PCI allowance is based on management's evaluation of the acquired Non-PCI loan portfolio giving consideration to the current portfolio balance including the remaining acquisition adjustments, maturity dates, and overall credit quality. The allowance for covered Non-PCI loans is calculated in the same manner as the general reserve component based on a loss migration analysis as discussed above. The acquired and covered PCI allowance reflects the difference between the carrying value and the discounted expected future cash flows of the acquired and covered PCI loans. On a periodic basis, the adequacy of this allowance is determined through a re-estimation of expected future cash flows on all of the outstanding acquired and covered PCI loans using either a probability of default/loss given default ("PD/LGD") methodology or a specific review methodology. The PD/LGD model is a loss model that estimates expected future cash flows using a probability of default curve and loss given default estimates. Acquired Non-PCI loans that have renewed subsequent to the respective acquisition dates are no longer classified as acquired loans. Instead, they are included ~~with our~~in the general loan population and allocated an allowance based on a loss migration analysis.

Reserve for Unfunded Commitments – The Company also maintains a reserve for unfunded commitments, including letters of credit, for the risk of loss inherent in these arrangements. The reserve for unfunded commitments is estimated using the loss migration analysis from the allowance for loan losses, adjusted for probabilities of future funding requirements. The reserve for unfunded commitments is included in other liabilities in the Consolidated Statements of Financial Condition.

The establishment of the allowance for credit losses involves a high degree of judgment given the difficulty of assessing the factors impacting loan repayment and estimating the timing and amount of losses. While management utilizes its best judgment and

information available, the adequacy of the allowance for credit losses depends on a variety of factors beyond the Company's control, including the performance of its loan portfolio, the economy, changes in interest rates and property values, and the interpretation of loan risk classifications by regulatory authorities.

Derivative Financial Instruments – To provide derivative products to customers and in the ordinary course of business, the Company enters into derivative transactions as part of its overall interest rate risk management strategy to minimize significant unplanned fluctuations in earnings and expected future cash flows caused by interest rate volatility. All derivative instruments are recorded at fair value as either other assets or other liabilities in the Consolidated Statements of Financial Condition. Subsequent changes in a derivative's fair value are recognized in earnings unless specific hedge accounting criteria are met.

On the date the Company enters into a derivative contract, the derivative is designated as a fair value hedge, a cash flow hedge, or a non-hedge derivative instrument. Fair value hedges are designed to mitigate exposure to changes in the fair value of an asset or liability attributable to a particular risk, such as interest rate risk. Cash flow hedges are designed to mitigate exposure to variability in expected future cash flows to be received or paid related to an asset, liability, or other type of forecasted transaction. The Company formally documents all relationships between hedging instruments and hedged items, including its risk management objective and strategy at inception.

At the hedge's inception and quarterly thereafter, a formal assessment is performed to determine the effectiveness of the derivative in offsetting changes in the fair values or expected future cash flows of the hedged items in the current period and prospectively. If a derivative instrument designated as a hedge is terminated or ceases to be highly effective, hedge accounting is discontinued prospectively, and the gain or loss is amortized into earnings. For fair value hedges, the gain or loss is amortized over the remaining life of the hedged asset or liability. For cash flow hedges, the gain or loss is amortized over the same period that the forecasted hedged transactions impact earnings. If the hedged item is disposed of, any fair value adjustments are included in the gain or loss from the disposition of the hedged item. If the forecasted transaction is no longer probable, the gain or loss is included in earnings immediately.

For fair value hedges, changes in the fair value of the derivative instruments, as well as changes in the fair value of the hedged item, are recognized in earnings. For cash flow hedges, the effective portion of the change in fair value of the derivative instrument is reported as a component of accumulated other comprehensive loss and is reclassified to earnings when the hedged transaction is reflected in earnings.

Ineffectiveness is calculated based on the change in fair value of the hedged item compared with the change in fair value of the hedging instrument. For all types of hedges, any ineffectiveness in the hedging relationship is recognized in earnings during the period the ineffectiveness occurs.

2. RECENT ACCOUNTING PRONOUNCEMENTS

Adopted Accounting Pronouncements

Amendments to Consolidation Analysis: In February 2015, the Financial Accounting Standards Board ("FASB") issued guidance that updates current accounting for the consolidation of certain legal entities. This guidance modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership, affects the consolidation analysis of reporting entities that are involved with VIEs, and provides certain exceptions from consolidation guidance for certain reporting entities. This guidance is effective for annual and interim periods beginning after December 15, 2015. The adoption of this guidance on January 1, 2016 did not materially impact the Company's financial condition, results of operations, or liquidity.

Simplifying the Presentation of Debt Issuance Costs: In April of 2015, the FASB issued guidance to clarify the presentation of debt issuance costs within the balance sheet. Additionally, the guidance requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this amendment. The guidance is effective for annual and interim periods beginning after December 15, 2015. The adoption of this guidance on January 1, 2016 did not materially impact the Company's financial condition, results of operations, or liquidity.

Accounting Pronouncements Pending Adoption

Revenue from Contracts with Customers: In May of 2014, the FASB issued guidance that requires an entity to 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 those goods or services. In March of 2016, the FASB issued an amendment to this guidance to clarify the implementation of guidance on principal versus agent consideration. ~~An additional amendment~~Additional amendments to clarify the implementation guidance on the identification of performance obligations and licensing ~~was~~were issued in April of 2016 and narrow-scope improvements and practical expedients were issued in May of 2016.

The guidance was initially effective for annual and interim reporting periods beginning on or after December 15, 2016. In August of 2015, the FASB issued guidance that defers the effective date by one year. The deferral causes the guidance to be effective for annual and interim reporting periods beginning on or after December 15, 2017, and must be applied either retrospectively or using the modified retrospective approach. Early adoption is permitted, but not before the original effective date. Management is evaluating the new guidance ~~but does not expect~~and the ~~adoption of this guidance will materially~~ impact to the Company's financial condition, results of operations, orand liquidity.

Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern: In August of 2014, the FASB issued guidance that requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. The guidance is effective for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. Management does not expect the adoption of this guidance will materially impact the Company's financial condition, results of operations, or liquidity.

Amendments to Guidance on Classifying and Measuring Financial Instruments: In January of 2016, the FASB issued guidance that will require entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value. Any changes in fair value will be recognized in net income unless the investments qualify for a new practicability exception. This guidance also requires entities to recognize changes in instrument-specific credit risk related to financial liabilities measured under the fair value option in other comprehensive income. No changes were made to the guidance for classifying and measuring investments in debt securities and loans. This guidance is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. Management does not expect the adoption of this guidance will materially impact the Company's financial condition, results of operations, or liquidity.

Leases: In February of 2016, the FASB issued guidance to increase transparency and comparability across entities for leasing arrangements. This guidance requires lessees to ~~recognized~~recognize assets and liabilities for most leases. For lessors, this guidance modifies the lease classification criteria and the accounting for sales-type and direct financing leases. In addition, this guidance clarifies criteria for the determination of whether a contract is or contains a lease. This guidance is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted.

During the third quarter of 2016, the Company entered into a sale-leaseback transaction that resulted in a deferred gain of $82.5 million. Upon adoption of this guidance, the remaining deferred gain will be recognized immediately as a cumulative-effect adjustment to equity. For additional discussion of the sale-leaseback transaction, see note 8 "Premises, Furniture, and Equipment." Management is evaluating the new guidance and the additional impact to the Company's financial condition, results of operations, ~~and~~or liquidity.

Contingent Put and Call Options in Debt Instruments: In March of 2016, the FASB issued final guidance clarifying the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. Entities are required to apply the guidance to existing debt instruments (or hybrid financial instruments that are determined to have a debt host) using a modified retrospective transition method as of the period of adoption. This guidance is effective for annual and interim periods beginning after December 15, 2016. Early adoption is permitted.

Management does not expect the adoption of this guidance will materially impact the Company's financial condition, results of operations, or liquidity.

Equity Method Accounting: In March of 2016, the FASB issued final guidance to simplify the equity method of accounting. The guidance eliminates the requirement to retrospectively apply equity method accounting in previous periods when an investor initially obtains significant influence over an investee. This guidance is effective for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. Management does not expect the adoption of this guidance will materially impact the Company's financial condition, results of operations, or liquidity.

Accounting for Employee Share-based Payments: In March of 2016, the FASB issued guidance to simplify the accounting for employee share-based payment transactions. The guidance requires entities to recognize the income tax effects of awards in the income statement when the awards vest or are settled. In addition, the guidance allows entities to repurchase more of an employee's shares than it can under current guidance for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. This guidance is effective for annual and interim reporting periods beginning on or after December 15, 2016. Early adoption is permitted. Management is evaluating the new guidance, but does not expect the adoption of this guidance will materially impact the Company's financial condition, results of operations, or liquidity.

Measurement of Credit Losses on Financial Instruments: In June of 2016, the FASB issued guidance that will require entities to present financial assets measured at amortized cost at the net amount expected to be collected, considering an entity's current estimate of all expected credit losses. In addition, credit losses relating to available-for-sale debt securities will be required to be recorded through an allowance for credit losses, with changes in credit loss estimates recognized through current earnings. This guidance is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted, but not for periods beginning before December 15, 2018. Management is evaluating the new guidance and the impact to the Company's financial condition, results of operations, and liquidity.

Classification of Certain Cash Receipts and Cash Payments: In August of 2016, the FASB issued guidance clarifying certain cash flow presentation and classification issues to reduce diversity in practice. This guidance is effective for annual and interim reporting periods beginning on or after December 15, 2017. Early adoption is permitted. Management does not expect the adoption of this guidance will materially impact the Company's Consolidated Statement of Cash Flows.

3. ACQUISITIONS

Pending Acquisitions

Standard Bancshares, Inc.

On June 28, 2016, the Company entered into a definitive agreement to acquire Standard Bancshares, Inc. ("Standard"), the holding company for Standard Bank and Trust Company. With the acquisition, the Company would acquire 35 banking offices located primarily in the southwest Chicago suburbs and adjacent markets in northwest Indiana. As of June 30, 2016, Standard had total assets of approximately $2.5 billion with $2.2 billion in deposits and $1.8 billion in loans. The ~~National Bank & Trust Company~~merger agreement provides for a fixed exchange ratio of ~~Sycamore~~0.4350 shares of First Midwest common stock for each share of Standard common stock. As of the date of announcement, the overall transaction was valued at approximately $365 million, including Standard's common stock, stock options, phantom stock, and stock settled rights. The acquisition is expected to close in late 2016 or early 2017, subject to customary regulatory approvals and closing conditions, as well as the approval of the Company's and Standard's shareholders.

Completed Acquisitions

NI Bancshares Corporation

On March 8, 2016, the Company completed the acquisition of NI Bancshares Corporation ("NI Bancshares"), the holding company for The National Bank & Trust Company of Sycamore. As part of the acquisition, the Company acquired all assets and assumed all liabilities of NI Bancshares, which included ten banking offices in northern Illinois and over $700.0 million in trust assets under management. The merger consideration was a combination of Company common stock and cash, at a purchase price of $70.1 million. Goodwill of $20.8 million associated with the acquisition was recorded by the Company. The Company is finalizing the fair values of the assets and liabilities acquired. As a result, the fair value adjustments associated with these accounts and goodwill are preliminary and may change.

~~The Peoples' Bank of Arlington Heights~~

Peoples Bancorp, Inc.

On December 3, 2015, the Company completed the acquisition of Peoples Bancorp, Inc. ("Peoples"), and its ~~wholly owned~~wholly-owned banking subsidiary, The Peoples' Bank of Arlington Heights. With the acquisition, the Company acquired all assets and assumed all liabilities of Peoples, which included two banking offices in Arlington Heights, Illinois, at a purchase price of $16.8 million paid in cash. The Company recorded goodwill of $7.5 million associated with the acquisition. The Company is finalizing the fair values of the assets and liabilities acquired. As a result, the fair value adjustments associated with these accounts and goodwill are preliminary and may change.

The following table presents the assets acquired and liabilities assumed, net of the fair value adjustments, in the NI Bancshares and Peoples transactions as of the acquisition date. The assets acquired and liabilities assumed, both intangible and tangible, were recorded at their estimated fair values as of the acquisition date and have been accounted for under the acquisition method of accounting.

Acquisition Activity

(~~Dollar amounts~~Amounts in ~~thousands)~~thousands, except share and per share data)



	NI Bancshares		Peoples
	March 8, 2016		December 3, 2015
Assets
Cash and due from banks and interest-bearing deposits in other banks	$	72,533	$	781
Securities available-for-sale	125,843		41,492
Securities held-to-maturity	1,864		—
FHLB and FRB stock	1,549		558
Loans	397,018		53,917
OREO	2,863		515
Investment in BOLI	8,384		—
Goodwill	20,762		7,544
Other intangible assets	10,925		580
Premises, furniture, and equipment	20,019		2,215
Accrued interest receivable and other assets	16,004		2,911
Total assets	$	677,764	$	110,513
Liabilities
Noninterest-bearing deposits	$	130,909	$	15,869
Interest-bearing deposits	464,012		75,944
Total deposits	594,921		91,813
Borrowed funds	2,416		1,200
Intangible liabilities	230		—
Accrued interest payable and other liabilities	10,115		672
Total liabilities	607,682		93,685
Consideration Paid
Common stock (2016 - 3,042,494 shares issued at $18.059 per share), net of $48,000 in issuance costs	54,896		—
Cash paid	15,186		16,828
Total consideration paid	70,082		16,828
	$	677,764	$	110,513

Expenses related to the acquisition and integration of the transactions above and pending transactions totaled ~~$5.0~~$1.2 million and ~~$1.4~~$6.8 million during the ~~quarters~~quarter and nine months ended ~~March 31,~~September 30, 2016, respectively, and ~~December 31, 2015, respectively,~~ are reported as a separate component within noninterest expense in the Condensed Consolidated Statements of Income. ~~These~~There were no acquisition and integration related expenses for the quarter and nine months ended September 30, 2015. The completed acquisitions were not considered material to the Company's financial statements; therefore, pro forma financial data and related disclosures are not included.

4. SECURITIES

Securities are classified as held-to-maturity, trading, or available-for-sale at the time of purchase. Securities classified as held-to-maturity are securities for which management has the intent and ability to hold to maturity and are stated at cost.

The Company's trading securities consist of diversified investment securities reported at fair value that are held in a grantor trust under deferred compensation arrangements in which plan participants may direct amounts earned to be invested in securities other than Company stock.

All other securities are classified as available-for-sale and are carried at fair value with unrealized gains and losses, net of related deferred income taxes, recorded in stockholders' equity as a separate component of accumulated other comprehensive loss.

A summary of the Company's securities portfolio by category and maturity is presented in the following tables.

Securities Portfolio

(Dollar amounts in thousands)


		As of March 31, 2016																As of December 31, 2015														As of September 30, 2016																As of December 31, 2015
		Amortized Cost				Gross Unrealized								Fair Value				Amortized Cost			Gross Unrealized							Fair Value				Amortized Cost				Gross Unrealized								Fair Value				Amortized Cost				Gross Unrealized								Fair Value
					Gains				Losses								Gains				Losses					Gains						Amortized Cost			Losses						Gains			Fair Value				Amortized Cost			Losses									Fair Value
Securities Available-for-Sale	Securities Available-for-Sale													Fair Value				Amortized Cost																Securities Available-for-Sale
U.S. treasury securities		Amortized Cost	$	32,548			$	230			$	(6	)		$	32,772			$	17,000		$	15		$	(35	)	Fair Value		$	16,980			$	43,593			$	212			$	(8	)		$	43,797			$	17,000			$	15			$	(35	)		$	16,980
U.S. agency securities		178,745				1,852				(42		)		180,555				86,461			351			(169		)		86,643				190,821				2,159				(49		)		192,931				86,461				351				(169		)		86,643
Collateralized mortgage obligations ("CMOs")		805,533				8,113				(1,974		)		811,672				695,198			1,072			(9,085		)		687,185				1,074,736				8,759				(2,236		)		1,081,259				695,198				1,072				(9,085		)		687,185
Other mortgage-backed securities ("MBSs")		235,287				3,466				(114		)		238,639				152,481			1,920			(871		)		153,530				319,964				4,641				(121		)		324,484				152,481				1,920				(871		)		153,530
Municipal securities		321,485				6,684				(159		)		328,010				321,437			6,443			(310		)		327,570				280,884				5,959				(130		)		286,713				321,437				6,443				(310		)		327,570
Trust-preferred collateralized debt obligations ("CDOs")		48,301				44				(17,588		)		30,757				48,287			34			(16,792		)		31,529				47,893				73				(16,067		)		31,899				48,287				34				(16,792		)		31,529
Equity securities		3,204				107				(137		)		3,174				3,282			86			(169		)		3,199				3,075				110				(238		)		2,947				3,282				86				(169		)		3,199
Total securities available-for-sale		$	1,625,103			$	20,496			$	(20,020	)		$	1,625,579			$	1,324,146		$	9,921		$	(27,431	)		$	1,306,636			$	1,960,966			$	21,913			$	(18,849	)		$	1,964,030			$	1,324,146			$	9,921			$	(27,431	)		$	1,306,636
Securities Held-to-Maturity	Securities Held-to-Maturity																														Securities Held-to-Maturity
Municipal securities		$	21,051			$	—			$	(3,548	)		$	17,503			$	23,152		$	—		$	(3,098	)		$	20,054			$	20,337			$	—			$	(2,227	)		$	18,110			$	23,152			$	—			$	(3,098	)		$	20,054
Trading Securities														$	17,408													$	16,894															$	18,351															$	16,894

Remaining Contractual Maturity of Securities

(Dollar amounts in thousands)


	As of March 31, 2016								As of September 30, 2016
	Available-for-Sale				Held-to-Maturity				Available-for-Sale				Held-to-Maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
One year or less	$	84,634	$	83,325	$	3,205	$	2,665	$	75,444	$	74,392	$	3,218	$	2,866
After one year to five years	444,106		437,239		7,038		5,852		433,027		426,991		7,560		6,732
After five years to ten years	4,038		3,976		3,131		2,603		6,827		6,732		2,340		2,084
After ten years	48,301		47,554		7,677		6,383		47,893		47,225		7,219		6,428
Securities that do not have a single contractual maturity date	1,044,024		1,053,485		—		—		1,397,775		1,408,690		—		—
Total	$	1,625,103	$	1,625,579	$	21,051	$	17,503	$	1,960,966	$	1,964,030	$	20,337	$	18,110

The carrying value of securities available-for-sale that were pledged to secure deposits or for other purposes as permitted or required by law totaled ~~$1.1~~$1.3 billion at ~~March 31,~~September 30, 2016 and $856.9 million at December 31, 2015. No securities held-to-maturity were pledged as of ~~March 31,~~September 30, 2016 or December 31, 2015.

Purchases and sales of securities are recognized on a trade date basis. Realized securities gains or losses are reported in net securities gains in the Condensed Consolidated Statements of Income. The cost of securities sold is based on the specific identification method. During the quarters and nine months ended ~~March 31,~~September 30, 2016 and 2015 there were no material gross trading gains ~~(losses).~~or losses. The following table presents net realized gains on securities available-for-sale ~~securities~~ for the quarters and nine months ended ~~March 31,~~September 30, 2016 and 2015.

Securities Available-for-Sale Gains

(Dollar amounts in thousands)


	Quarters Ended March 31,						Quarters Ended September 30,				Nine Months Ended September 30,
	2016			2015			2016		2015		2016			2015
Gains on sales of securities:
Gross realized gains	$	930		$	650		$	187	$	524	$	1,266		$	1,689
Gross realized losses	(43		)	(138		)	—		—		(169		)	(138		)
Net realized gains on sales of securities	887			512			187		524		1,097			1,551
Non-cash impairment charges:
Other-than-temporary securities impairment ("OTTI")	—			—			—		—		—			—
Net realized gains	$	887		$	512		$	187	$	524	$	1,097		$	1,551

Accounting guidance requires that the credit portion of an OTTI charge be recognized through income. If a decline in fair value below carrying value is not attributable to credit deterioration and the Company does not intend to sell the security or believe it would not be more likely than not required to sell the security prior to recovery, the Company records the non-credit related portion of the decline in fair value in other comprehensive income.

The following table presents a rollforward of life-to-date OTTI recognized in earnings related to all securities available-for-sale held by the Company for the quarters and nine months ended ~~March 31,~~September 30, 2016 and 2015. The majority of the beginning and ending balance of OTTI relates to CDOs currently held by the Company.

Changes in OTTI Recognized in Earnings

(Dollar amounts in thousands)


	Quarters Ended March 31,					Quarters Ended September 30,				Nine Months Ended September 30,
	2016		2015			2016		2015		2016		2015
Beginning balance	$	23,709	$	23,880		$	23,709	$	23,709	$	23,709	$	23,880
OTTI included in earnings ⁽¹⁾:
Reduction for sales of securities ⁽²⁾	—		(171		)	—		—		—		(171		)
Ending balance	$	23,709	$	23,709		$	23,709	$	23,709	$	23,709	$	23,709


⁽¹⁾	Included in net securities gains in the Condensed Consolidated Statements of Income.


⁽²⁾	This reduction was driven by the sale of one CMO with a carrying value of $1.3 million during the ~~quarter~~nine months ended ~~March 31,~~September 30, 2015.

The following table presents the aggregate amount of unrealized losses and the aggregate related fair values of securities with unrealized losses as of ~~March 31,~~September 30, 2016 and December 31, 2015.

Securities in an Unrealized Loss Position

(Dollar amounts in thousands)


			Less Than 12 Months				12 Months or Longer				Total						Less Than 12 Months				12 Months or Longer				Total
		Number of Securities	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses			Number of Securities	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
As of March 31, 2016
As of September 30, 2016															As of September 30, 2016
Securities Available-for-Sale	Securities Available-for-Sale														Securities Available-for-Sale
U.S. treasury securities		2	$	3,995	$	6	$	—	$	—	$	3,995	$	6		5	$	10,049	$	7	$	1,999	$	1	$	12,048	$	8
U.S. agency securities		6	20,804		42		—		—		20,804		42			12	23,394		49		—		—		23,394		49
CMOs		47	22,710		62		146,426		1,912		169,136		1,974			64	180,572		717		119,934		1,519		300,506		2,236
MBSs		9	9,927		66		7,292		48		17,219		114			15	45,686		89		6,573		32		52,259		121
Municipal securities		48	15,634		129		6,640		30		22,274		159			49	18,615		112		2,307		18		20,922		130
CDOs		8	6,623		1,708		22,272		15,880		28,895		17,588			9	1,218		9		29,398		16,058		30,616		16,067
Equity securities		2	485		120		2,350		17		2,835		137			2	379		226		2,379		12		2,758		238
Total		122	$	80,178	$	2,133	$	184,980	$	17,887	$	265,158	$	20,020		156	$	279,913	$	1,209	$	162,590	$	17,640	$	442,503	$	18,849
Securities Held-To-Maturity
Securities Held-to-Maturity															Securities Held-to-Maturity
Municipal securities		16	$	17,503	$	3,548	$	—	$	—	$	17,503	$	3,548		16	$	18,110	$	2,227	$	—	$	—	$	18,110	$	2,227
As of December 31, 2015
Securities Available-for-Sale	Securities Available-for-Sale														Securities Available-for-Sale
U.S. treasury securities		4	$	7,946	$	35	$	—	$	—	$	7,946	$	35		4	$	7,946	$	35	$	—	$	—	$	7,946	$	35
U.S. agency securities		10	30,620		169		—		—		30,620		169			10	30,620		169		—		—		30,620		169
CMOs		133	309,787		3,110		257,362		5,975		567,149		9,085			133	309,787		3,110		257,362		5,975		567,149		9,085
MBSs		27	63,028		427		31,980		444		95,008		871			27	63,028		427		31,980		444		95,008		871
Municipal securities		68	8,135		65		24,227		245		32,362		310			68	8,135		65		24,227		245		32,362		310
CDOs		8	8,034		971		21,642		15,821		29,676		16,792			8	8,034		971		21,642		15,821		29,676		16,792
Equity securities		2	485		120		2,305		49		2,790		169			2	485		120		2,305		49		2,790		169
Total		252	$	428,035	$	4,897	$	337,516	$	22,534	$	765,551	$	27,431		252	$	428,035	$	4,897	$	337,516	$	22,534	$	765,551	$	27,431
Securities Held-To-Maturity
Securities Held-to-Maturity															Securities Held-to-Maturity
Municipal securities		19	$	20,054	$	3,098	$	—	$	—	$	20,054	$	3,098		19	$	20,054	$	3,098	$	—	$	—	$	20,054	$	3,098

Substantially all of the Company's CMOs and other MBSs are either backed by U.S. government-owned agencies or issued by U.S. government-sponsored enterprises. Municipal securities are issued by municipal authorities, and the majority are supported by third party insurance or some other form of credit enhancement. Management does not believe any of these securities with unrealized losses as of ~~March 31,~~September 30, 2016 represent OTTI related to credit deterioration. These unrealized losses are attributed to changes in interest rates and temporary market movements. The Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell them before recovery of their amortized cost basis, which may be at maturity.

The unrealized losses on CDOs as of ~~March 31,~~September 30, 2016 reflect changes in market activity for these securities. Management does not believe these unrealized losses represent OTTI related to credit deterioration. In addition, the Company does not intend to sell the CDOs with unrealized losses ~~within a short period of time,~~ and the Company does not believe it is more likely than not that it will be required to sell them before recovery of their amortized cost basis, which may be at maturity. Significant judgment is required to calculate the fair value of the ~~CDOs, all of which are pooled.~~CDOs. For a detailed discussion of the CDO valuation methodology, see Note 14, "Fair Value."

5. LOANS

Loans Held-for-Investment

The following table presents the Company's loans held-for-investment by class.

Loan Portfolio

(Dollar amounts in thousands)


		As of				As of
		March 31, 2016		December 31, 2015		September 30, 2016		December 31, 2015
Commercial and industrial		$	2,634,391	$	2,524,726	$	2,849,399	$	2,524,726
Agricultural		422,231		387,440		409,571		387,440
Commercial real estate:
Office, retail, and industrial		1,566,395		1,395,454		1,537,038		1,395,454
Multi-family		562,065		528,324		625,305		528,324
Construction		260,743		216,882		401,857		216,882
Other commercial real estate		1,060,302		931,190		970,855		931,190
Total commercial real estate		3,449,505		3,071,850		3,535,055		3,071,850
Total corporate loans		6,506,127		5,984,016		6,794,025		5,984,016
Home equity		683,171		653,468		733,260		653,468
1-4 family mortgages		390,887		355,854		388,145		355,854
Installment		213,979		137,602		232,030		137,602
Total consumer loans		1,288,037		1,146,924		1,353,435		1,146,924
Covered loans	��	28,391		30,775		24,322		30,775
Total loans		$	7,822,555	$	7,161,715	$	8,171,782	$	7,161,715
Deferred loan fees included in total loans		$	4,379	$	5,191	$	4,034	$	5,191
Overdrawn demand deposits included in total loans		2,858		2,810		3,428		2,810

The Company primarily lends to community-based and mid-sized businesses, commercial real estate customers, and consumers in its markets. Within these areas, the Company diversifies its loan portfolio by loan type, industry, and borrower.

It is the Company's policy to review each prospective credit to determine the appropriateness and the adequacy of security or collateral prior to making a loan. In the event of borrower default, the Company seeks recovery in compliance with state lending laws, the Company's lending standards, and credit monitoring and remediation procedures. A discussion of risk characteristics relevant to each portfolio segment is presented in Note 5, "Loans" to the Consolidated Financial Statements in the Company's 2015 10-K.

Loan Sales

The following table presents loan sales for the quarters and nine months ended ~~March 31,~~September 30, 2016 and 2015.

Loan Sales

(Dollar amounts in thousands)


	Quarters Ended March 31,				Quarters Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015		2016		2015
Corporate loan sales
Proceeds from sales	$	9,588	$	5,285	$	12,223	$	10,226	$	36,082	$	19,649
Less book value of loans sold	9,130		5,145		11,828		9,771		34,718		18,780
Net gains on sales of corporate loans ⁽¹⁾	458		140
Net gains on corporate loan sales ⁽¹⁾					395		455		1,364		869
1-4 family mortgage loan sales
Proceeds from sales	39,507		35,582		110,167		43,340		202,932		132,367
Less book value of loans sold	38,680		34,496		107,255		42,189		198,024		128,634
Net gains on sales of 1-4 family mortgages ⁽²⁾	827		1,086
Net gains on 1-4 family mortgage loan sales ⁽²⁾					2,912		1,151		4,908		3,733
Total net gains on loan sales	$	1,285	$	1,226	$	3,307	$	1,606	$	6,272	$	4,602


⁽¹⁾	Net gains on ~~sales of~~ corporate ~~loans~~loan sales are included in other service charges, commissions, and fees in the Condensed Consolidated Statements of Income.


⁽²⁾	Net gains on ~~sales of~~ 1-4 family ~~mortgages~~mortgage loan sales are included in mortgage banking income in the Condensed Consolidated Statements of Income.

The Company retained servicing responsibilities for a portion of the 1-4 family mortgage loans sold and collects servicing fees equal to a percentage of the outstanding principal balance. The Company also retained limited recourse for credit losses on the sold 1-4 family mortgage loans. A description of the recourse obligation is presented in Note 13, "Commitments, Guarantees, and Contingent Liabilities."

6. ACQUIRED AND COVERED LOANS

The significant accounting policies related to acquired and covered loans, which are classified as PCI and Non-PCI, are presented in Note 1, "Summary of Significant Accounting Policies."

The following table presents acquired and covered PCI and Non-PCI loans as of ~~March 31,~~September 30, 2016 and December 31, 2015.

Acquired and Covered Loans

(Dollar amounts in thousands)


	As of March 31, 2016						As of December 31, 2015						As of September 30, 2016						As of December 31, 2015
	PCI		Non-PCI		Total		PCI		Non-PCI		Total		PCI		Non-PCI		Total		PCI		Non-PCI		Total
Acquired loans	$	71,944	$	875,684	$	947,628	$	50,286	$	534,506	$	584,792	$	57,777	$	686,427	$	744,204	$	50,286	$	534,506	$	584,792
Covered loans	9,732		18,659		28,391		9,919		20,856		30,775		8,228		16,094		24,322		9,919		20,856		30,775
Total acquired and covered loans	$	81,676	$	894,343	$	976,019	$	60,205	$	555,362	$	615,567	$	66,005	$	702,521	$	768,526	$	60,205	$	555,362	$	615,567

Acquired Non-PCI loans that are renewed are no longer classified as acquired loans. These loans totaled ~~$63.7~~$101.5 million and $61.6 million as of ~~March 31,~~September 30, 2016 and December 31, 2015, respectively.

In connection with the FDIC Agreements, the Company recorded an indemnification asset. To maintain eligibility for the loss share reimbursement, the Company is required to follow certain servicing procedures as specified in the FDIC Agreements. The Company was in compliance with those requirements as of ~~March 31,~~September 30, 2016 and December 31, 2015.

Rollforwards of the carrying value of the FDIC indemnification asset for the quarters and nine months ended ~~March 31,~~September 30, 2016 and 2015 are presented in the following table.

Changes in the FDIC Indemnification Asset

(Dollar amounts in thousands)


	Quarters Ended March 31,						Quarters Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015			2016			2015
Beginning balance	$	3,903		$	8,452		$	5,171		$	7,335		$	3,903		$	8,452
Amortization	(280		)	(458		)	(302		)	(321		)	(884		)	(1,174		)
Change in expected reimbursements from the FDIC for changes in expected credit losses	216			934			(228		)	487			(487		)	2,207
Net payments to (from) the FDIC	1,841			(388		)	191			(1,395		)	2,300			(3,379		)
Ending balance	$	5,680		$	8,540		$	4,832		$	6,106		$	4,832		$	6,106

Changes in the accretable yield for acquired and covered PCI loans were as follows.

Changes in Accretable Yield

(Dollar amounts in thousands)


	Quarters Ended March 31,						Quarters Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015			2016			2015
Beginning balances	$	24,912		$	28,244		$	25,082		$	20,658		$	24,912		$	28,244
Additions	3,981			—			—			—			3,981			—
Accretion	(1,546		)	(2,663		)	(2,763		)	(2,366		)	(6,612		)	(9,364		)
Other ⁽¹⁾	(89		)	839			(1,012		)	336			(974		)	(252		)
Ending balance	$	27,258		$	26,420		$	21,307		$	18,628		$	21,307		$	18,628


⁽¹⁾	Decreases result from the resolution of certain loans occurring earlier than anticipated while increases represent a rise in the expected future cash flows to be collected over the remaining estimated life of the underlying portfolio.

7. PAST DUE LOANS, ALLOWANCE FOR CREDIT LOSSES, IMPAIRED LOANS, AND TDRS

Past Due and Non-accrual Loans

The following table presents an aging analysis of the Company's past due loans as of ~~March 31,~~September 30, 2016 and December 31, 2015. The aging is determined without regard to accrual status. The table also presents non-performing loans, consisting of non-accrual loans (the majority of which are past due) and loans 90 days or more past due and still accruing interest, as of each balance sheet date.

Aging Analysis of Past Due Loans and Non-performing Loans by Class

(Dollar amounts in thousands)


	Aging Analysis (Accruing and Non-accrual)										Non-performing Loans				Aging Analysis (Accruing and Non-accrual)										Non-performing Loans
	Current		30-89 Days Past Due		90 Days or More Past Due		Total Past Due		Total Loans		Non- accrual Loans		90 Days Past Due Loans, Still Accruing Interest		Current		30-89 Days Past Due		90 Days or More Past Due		Total Past Due		Total Loans		Non- accrual		90 Days or More Past Due, Still Accruing Interest
As of March 31, 2016
As of September 30, 2016
Commercial and industrial	$	2,622,308	$	9,288	$	2,795	$	12,083	$	2,634,391	$	5,364	$	561	$	2,833,642	$	9,099	$	6,658	$	15,757	$	2,849,399	$	13,823	$	2,154
Agricultural	421,730		228		273		501		422,231		295		—		406,947		2,460		164		2,624		409,571		184		—
Commercial real estate:
Office, retail, and industrial	1,552,465		9,375		4,555		13,930		1,566,395		10,910		219		1,516,820		5,816		14,402		20,218		1,537,038		17,670		82
Multi-family	557,740		3,751		574		4,325		562,065		410		346		623,386		1,321		598		1,919		625,305		316		454
Construction	258,615		1,749		379		2,128		260,743		778		—		400,809		767		281		1,048		401,857		287		—
Other commercial real estate	1,050,707		2,623		6,972		9,595		1,060,302		5,555		3,382		964,135		3,254		3,466		6,720		970,855		3,361		932
Total commercial real estate	3,419,527		17,498		12,480		29,978		3,449,505		17,653		3,947		3,505,150		11,158		18,747		29,905		3,535,055		21,634		1,468
Total corporate loans	6,463,565		27,014		15,548		42,562		6,506,127		23,312		4,508		6,745,739		22,717		25,569		48,286		6,794,025		35,641		3,622
Home equity	678,013		3,075		2,083		5,158		683,171		4,635		261		727,433		3,591		2,236		5,827		733,260		4,916		165
1-4 family mortgages	386,624		2,566		1,697		4,263		390,887		3,436		272		385,024		1,869		1,252		3,121		388,145		3,240		235
Installment	212,242		1,295		442		1,737		213,979		—		442		229,881		1,853		296		2,149		232,030		—		296
Total consumer loans	1,276,879		6,936		4,222		11,158		1,288,037		8,071		975		1,342,338		7,313		3,784		11,097		1,353,435		8,156		696
Covered loans	27,380		316		695		1,011		28,391		507		352		23,905		319		98		417		24,322		492		—
Total loans	$	7,767,824	$	34,266	$	20,465	$	54,731	$	7,822,555	$	31,890	$	5,835	$	8,111,982	$	30,349	$	29,451	$	59,800	$	8,171,782	$	44,289	$	4,318
As of December 31, 2015
Commercial and industrial	$	2,516,197	$	4,956	$	3,573	$	8,529	$	2,524,726	$	5,587	$	857	$	2,516,197	$	4,956	$	3,573	$	8,529	$	2,524,726	$	5,587	$	857
Agricultural	387,109		245		86		331		387,440		355		—		387,109		245		86		331		387,440		355		—
Commercial real estate:
Office, retail, and industrial	1,386,383		2,647		6,424		9,071		1,395,454		6,875		4		1,386,383		2,647		6,424		9,071		1,395,454		6,875		4
Multi-family	526,625		541		1,158		1,699		528,324		796		548		526,625		541		1,158		1,699		528,324		796		548
Construction	216,377		—		505		505		216,882		905		—		216,377		—		505		505		216,882		905		—
Other commercial real estate	922,531		3,575		5,084		8,659		931,190		5,611		661		922,531		3,575		5,084		8,659		931,190		5,611		661
Total commercial real estate	3,051,916		6,763		13,171		19,934		3,071,850		14,187		1,213		3,051,916		6,763		13,171		19,934		3,071,850		14,187		1,213
Total corporate loans	5,955,222		11,964		16,830		28,794		5,984,016		20,129		2,070		5,955,222		11,964		16,830		28,794		5,984,016		20,129		2,070
Home equity	647,175		3,247		3,046		6,293		653,468		5,310		216		647,175		3,247		3,046		6,293		653,468		5,310		216
1-4 family mortgages	350,980		2,680		2,194		4,874		355,854		3,416		528		350,980		2,680		2,194		4,874		355,854		3,416		528
Installment	136,780		753		69		822		137,602		20		69		136,780		753		69		822		137,602		20		69
Total consumer loans	1,134,935		6,680		5,309		11,989		1,146,924		8,746		813		1,134,935		6,680		5,309		11,989		1,146,924		8,746		813
Covered loans	29,808		405		562		967		30,775		555		174		29,808		405		562		967		30,775		555		174
Total loans	$	7,119,965	$	19,049	$	22,701	$	41,750	$	7,161,715	$	29,430	$	3,057	$	7,119,965	$	19,049	$	22,701	$	41,750	$	7,161,715	$	29,430	$	3,057

Allowance for Credit Losses

The Company maintains an allowance for credit losses at a level deemed adequate by management to absorb ~~probable~~estimated losses inherent in the existing loan portfolio. See Note 1, "Summary of Significant Accounting Policies," for the accounting policy for the allowance for credit losses. A rollforward of the allowance for credit losses by portfolio segment for the quarters and nine months ended ~~March 31,~~September 30, 2016 and 2015 is presented in the table below.

Allowance for Credit Losses by Portfolio Segment

(Dollar amounts in thousands)


	Commercial, Industrial, and Agricultural			Office, Retail, and Industrial			Multi- family			Construction			Other Commercial Real Estate			Consumer			Covered Loans			Reserve for Unfunded Commitments		Total Allowance				Commercial, Industrial, and Agricultural			Office, Retail, and Industrial			Multi- family			Construction			Other Commercial Real Estate			Consumer			Covered Loans			Reserve for Unfunded Commitments			Total Allowance for Credit Losses
Quarter ended March 31, 2016
Quarter ended September 30, 2016																											Quarter ended September 30, 2016
Beginning balance	$	37,074		$	13,116		$	2,462		$	1,440		$	6,088		$	11,812		$	1,638		$	1,225	$	74,855			$	40,084		$	12,985		$	2,926		$	2,239		$	7,474		$	13,003		$	1,394		$	1,400		$	81,505
Charge-offs	(1,898		)	(524		)	(204		)	(126		)	(1,445		)	(992		)	—			—		(5,189		)		(1,760		)	(2,193		)	—			—			(509		)	(1,488		)	—			—			(5,950		)
Recoveries	502			103			25			15			151			320			—			—		1,116				615			42			69			9			94			326			—			—			1,155
Net charge-offs	(1,396		)	(421		)	(179		)	(111		)	(1,294		)	(672		)	—			—		(4,073		)		(1,145		)	(2,151		)	69			9			(415		)	(1,162		)	—			—			(4,795		)
Provision for loan losses and other	2,058			1,717			257			1,104			1,773			754			(70		)	—		7,593				3,579			3,019			1,048			916			1,488			50			(102		)	(400		)	9,598
Ending balance	$	37,736		$	14,412		$	2,540		$	2,433		$	6,567		$	11,894		$	1,568		$	1,225	$	78,375			$	42,518		$	13,853		$	4,043		$	3,164		$	8,547		$	11,891		$	1,292		$	1,000		$	86,308
Quarter ended March 31, 2015
Quarter ended September 30, 2015																											Quarter ended September 30, 2015
Beginning balance	$	29,458		$	10,992		$	2,249		$	2,297		$	8,327		$	12,145		$	7,226		$	1,816	$	74,510			$	33,729		$	11,345		$	2,451		$	1,890		$	6,367		$	10,820		$	4,861		$	1,816		$	73,279
Charge-offs	(7,449		)	(156		)	(28		)	—			(1,317		)	(800		)	(303		)	—		(10,053		)		(1,948		)	(563		)	(68		)	—			(598		)	(1,172		)	(8		)	—			(4,357		)
Recoveries	792			322			4			17			266			321			75			—		1,797				347			106			1			114			506			213			7			—			1,294
Net charge-offs	(6,657		)	166			(24		)	17			(1,051		)	(479		)	(228		)	—		(8,256		)		(1,601		)	(457		)	(67		)	114			(92		)	(959		)	(1		)	—			(3,063		)
Provision for loan losses and other	9,295			(327		)	130			(238		)	(978		)	(11		)	(1,319		)	—		6,552				3,247			967			226			(559		)	(181		)	1,144			(744		)	(591		)	3,509
Ending balance	$	32,096		$	10,831		$	2,355		$	2,076		$	6,298		$	11,655		$	5,679		$	1,816	$	72,806			$	35,375		$	11,855		$	2,610		$	1,445		$	6,094		$	11,005		$	4,116		$	1,225		$	73,725
Nine months ended September 30, 2016																											Nine months ended September 30, 2016
Beginning balance																												$	37,074		$	13,116		$	2,462		$	1,440		$	6,088		$	11,812		$	1,638		$	1,225		$	74,855
Charge-offs																												(5,684		)	(4,358		)	(288		)	(134		)	(2,833		)	(3,973		)	(2		)	—			(17,272		)
Recoveries																												1,693			153			95			44			314			975			—			—			3,274
Net charge-offs																												(3,991		)	(4,205		)	(193		)	(90		)	(2,519		)	(2,998		)	(2		)	—			(13,998		)
Provision for loan losses and other																												9,435			4,942			1,774			1,814			4,978			3,077			(344		)	(225		)	25,451
Ending balance																												$	42,518		$	13,853		$	4,043		$	3,164		$	8,547		$	11,891		$	1,292		$	1,000		$	86,308
Nine months ended September 30, 2015																											Nine months ended September 30, 2015
Beginning balance																												$	29,458		$	10,992		$	2,249		$	2,297		$	8,327		$	12,145		$	7,226		$	1,816		$	74,510
Charge-offs																												(13,524		)	(2,613		)	(565		)	(15		)	(2,442		)	(2,723		)	(634		)	—			(22,516		)
Recoveries																												1,993			460			8			334			1,902			853			120			—			5,670
Net charge-offs																												(11,531		)	(2,153		)	(557		)	319			(540		)	(1,870		)	(514		)	—			(16,846		)
Provision for loan losses and other																												17,448			3,016			918			(1,171		)	(1,693		)	730			(2,596		)	(591		)	16,061
Ending balance																												$	35,375		$	11,855		$	2,610		$	1,445		$	6,094		$	11,005		$	4,116		$	1,225		$	73,725

The table below provides a breakdown of loans and the related allowance for credit losses by portfolio segment as of ~~March 31,~~September 30, 2016 and December 31, 2015.

Loans and Related Allowance for Credit Losses by Portfolio Segment

(Dollar amounts in thousands)


	Loans								Allowance for Credit Losses								Loans								Allowance for Credit Losses
	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		PCI		Total		Individually Evaluated for Impairment		Collectively Evaluated for Impairment		PCI		Total		Individually Evaluated for Impairment		Collectively Evaluated for Impairment		PCI		Total		Individually Evaluated for Impairment		Collectively Evaluated for Impairment		PCI		Total
As of March 31, 2016
As of September 30, 2016
Commercial, industrial, and agricultural	$	2,717	$	3,042,504	$	11,401	$	3,056,622	$	852	$	36,089	$	795	$	37,736	$	11,903	$	3,242,734	$	4,333	$	3,258,970	$	—	$	41,880	$	638	$	42,518
Commercial real estate:
Office, retail, and industrial	9,683		1,543,068		13,644		1,566,395		1,783		11,061		1,568		14,412		16,459		1,507,622		12,957		1,537,038		20		12,459		1,374		13,853
Multi-family	402		548,891		12,772		562,065		—		2,443		97		2,540		398		612,554		12,353		625,305		—		3,840		203		4,043
Construction	34		255,249		5,460		260,743		—		2,126		307		2,433		34		397,206		4,617		401,857		—		3,014		150		3,164
Other commercial real estate	3,972		1,039,822		16,508		1,060,302		—		5,882		685		6,567		1,813		955,735		13,307		970,855		17		7,442		1,088		8,547
Total commercial real estate	14,091		3,387,030		48,384		3,449,505		1,783		21,512		2,657		25,952		18,704		3,473,117		43,234		3,535,055		37		26,755		2,815		29,607
Total corporate loans	16,808		6,429,534		59,785		6,506,127		2,635		57,601		3,452		63,688		30,607		6,715,851		47,567		6,794,025		37		68,635		3,453		72,125
Consumer	—		1,275,878		12,159		1,288,037		—		11,504		390		11,894		—		1,343,225		10,210		1,353,435		—		11,369		522		11,891
Covered loans	—		18,659		9,732		28,391		—		192		1,376		1,568		—		16,094		8,228		24,322		—		119		1,173		1,292
Reserve for unfunded commitments	—		—		—		—		—		1,225		—		1,225		—		—		—		—		—		1,000		—		1,000
Total loans	$	16,808	$	7,724,071	$	81,676	$	7,822,555	$	2,635	$	70,522	$	5,218	$	78,375	$	30,607	$	8,075,170	$	66,005	$	8,171,782	$	37	$	81,123	$	5,148	$	86,308
As of December 31, 2015
Commercial, industrial, and agricultural	$	2,871	$	2,902,361	$	6,934	$	2,912,166	$	883	$	35,378	$	813	$	37,074	$	2,871	$	2,902,361	$	6,934	$	2,912,166	$	883	$	35,378	$	813	$	37,074
Commercial real estate:
Office, retail, and industrial	6,162		1,376,789		12,503		1,395,454		715		10,833		1,568		13,116		6,162		1,376,789		12,503		1,395,454		715		10,833		1,568		13,116
Multi-family	800		526,037		1,487		528,324		—		2,367		95		2,462		800		526,037		1,487		528,324		—		2,367		95		2,462
Construction	178		212,671		4,033		216,882		—		1,160		280		1,440		178		212,671		4,033		216,882		—		1,160		280		1,440
Other commercial real estate	3,665		913,161		14,364		931,190		—		5,367		721		6,088		3,665		913,161		14,364		931,190		—		5,367		721		6,088
Total commercial real estate	10,805		3,028,658		32,387		3,071,850		715		19,727		2,664		23,106		10,805		3,028,658		32,387		3,071,850		715		19,727		2,664		23,106
Total corporate loans	13,676		5,931,019		39,321		5,984,016		1,598		55,105		3,477		60,180		13,676		5,931,019		39,321		5,984,016		1,598		55,105		3,477		60,180
Consumer	—		1,135,959		10,965		1,146,924		—		11,425		387		11,812		—		1,135,959		10,965		1,146,924		—		11,425		387		11,812
Covered loans	—		20,856		9,919		30,775		—		248		1,390		1,638		—		20,856		9,919		30,775		—		248		1,390		1,638
Reserve for unfunded commitments	—		—		—		—		—		1,225		—		1,225		—		—		—		—		—		1,225		—		1,225
Total loans	$	13,676	$	7,087,834	$	60,205	$	7,161,715	$	1,598	$	68,003	$	5,254	$	74,855	$	13,676	$	7,087,834	$	60,205	$	7,161,715	$	1,598	$	68,003	$	5,254	$	74,855

Loans Individually Evaluated for Impairment

The following table presents loans individually evaluated for impairment by class of loan as of ~~March 31,~~September 30, 2016 and December 31, 2015. PCI loans are excluded from this disclosure.

Impaired Loans Individually Evaluated by Class

(Dollar amounts in thousands)


	As of March 31, 2016								As of December 31, 2015								As of September 30, 2016								As of December 31, 2015
	Recorded Investment In								Recorded Investment In								Recorded Investment In								Recorded Investment In
	Loans with No Specific Reserve		Loans with a Specific Reserve		Unpaid Principal Balance		Specific Reserve		Loans with No Specific Reserve		Loans with a Specific Reserve		Unpaid Principal Balance		Specific Reserve		Loans with No Specific Reserve		Loans with a Specific Reserve		Unpaid Principal Balance		Specific Reserve		Loans with No Specific Reserve		Loans with a Specific Reserve		Unpaid Principal Balance		Specific Reserve
Commercial and industrial	$	1,561	$	1,156	$	4,240	$	852	$	1,673	$	1,198	$	4,592	$	883	$	11,903	$	—	$	13,984	$	—	$	1,673	$	1,198	$	4,592	$	883
Agricultural	—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—
Commercial real estate:
Office, retail, and industrial	3,168		6,515		14,837		1,783		4,654		1,508		12,083		715		15,784		675		21,072		20		4,654		1,508		12,083		715
Multi-family	402		—		402		—		800		—		941		—		398		—		398		—		800		—		941		—
Construction	34		—		34		—		178		—		299		—		34		—		34		—		178		—		299		—
Other commercial real estate	3,972		—		5,640		—		3,665		—		4,403		—		1,543		270		2,599		17		3,665		—		4,403		—
Total commercial real estate	7,576		6,515		20,913		1,783		9,297		1,508		17,726		715		17,759		945		24,103		37		9,297		1,508		17,726		715
Total impaired loans individually evaluated for impairment	$	9,137	$	7,671	$	25,153	$	2,635	$	10,970	$	2,706	$	22,318	$	1,598	$	29,662	$	945	$	38,087	$	37	$	10,970	$	2,706	$	22,318	$	1,598

The following table presents the average recorded investment and interest income recognized on impaired loans by class for the quarters and nine months ended ~~March 31,~~September 30, 2016 and 2015. PCI loans are excluded from this disclosure.

Average Recorded Investment and Interest Income Recognized on Impaired Loans by Class

(Dollar amounts in thousands)


	Quarters Ended March 31,								Quarters Ended September 30,
	2016				2015				2016				2015
	Average Recorded Balance		Interest Income Recognized ⁽¹⁾		Average Recorded Balance		Interest Income Recognized ⁽¹⁾		Average Recorded Investment		Interest Income Recognized ⁽¹⁾		Average Recorded Investment		Interest Income Recognized ⁽¹⁾
Commercial and industrial	$	2,794	$	38	$	14,947	$	70	$	7,829	$	57	$	5,968	$	37
Agricultural	—		—		—		—		—		—		—		—
Commercial real estate:
Office, retail, and industrial	7,923		48		11,502		29		16,101		3		8,814		4
Multi-family	601		1		812		—		399		11		925		12
Construction	106		—		6,671		—		34		—		2,995		118
Other commercial real estate	3,819		19		3,002		11		2,561		—		3,442		15
Total commercial real estate	12,449		68		21,987		40		19,095		14		16,176		149
Total impaired loans	$	15,243	$	106	$	36,934	$	110	$	26,924	$	71	$	22,144	$	186

									Nine Months Ended September 30,
									2016				2015
									Average Recorded Investment		Interest Income Recognized ⁽¹⁾		Average Recorded Investment		Interest Income Recognized ⁽¹⁾
Commercial and industrial									$	5,312	$	107	$	10,457	$	113
Agricultural									—		—		—		—
Commercial real estate:
Office, retail, and industrial									12,012		80		10,158		37
Multi-family									500		12		868		13
Construction									70		—		4,833		118
Other commercial real estate									3,190		72		3,222		34
Total commercial real estate									15,772		164		19,081		202
Total impaired loans									$	21,084	$	271	$	29,538	$	315


⁽¹⁾	Recorded using the cash basis of accounting.

2425

Credit Quality Indicators

Corporate loans and commitments are assessed for credit risk and assigned ratings based on various characteristics, such as the borrower's cash flow, leverage, and collateral. Ratings for commercial credits are reviewed periodically. The following tables present credit quality indicators by class for corporate and consumer loans, excluding covered loans, as of ~~March 31,~~September 30, 2016 and December 31, 2015.

Corporate Credit Quality Indicators by Class, Excluding Covered Loans

(Dollar amounts in thousands)


	Pass		Special Mention ^{(1) (4)}		Substandard ^{(2) (4)}		Non-accrual ⁽³⁾		Total		Pass		Special Mention ^{(1) (4)}		Substandard ^{(2) (4)}		Non-accrual ⁽³⁾		Total
As of March 31, 2016
As of September 30, 2016
Commercial and industrial	$	2,466,027	$	121,950	$	41,050	$	5,364	$	2,634,391	$	2,643,655	$	110,716	$	81,205	$	13,823	$	2,849,399
Agricultural	380,551		33,122		8,263		295		422,231		375,484		17,735		16,168		184		409,571
Commercial real estate:
Office, retail, and industrial	1,482,996		38,809		33,680		10,910		1,566,395		1,444,815		38,672		35,881		17,670		1,537,038
Multi-family	551,807		5,869		3,979		410		562,065		616,820		4,399		3,770		316		625,305
Construction	242,509		4,270		13,186		778		260,743		389,174		69		12,327		287		401,857
Other commercial real estate	1,023,549		15,794		15,404		5,555		1,060,302		941,072		12,427		13,995		3,361		970,855
Total commercial real estate	3,300,861		64,742		66,249		17,653		3,449,505		3,391,881		55,567		65,973		21,634		3,535,055
Total corporate loans	$	6,147,439	$	219,814	$	115,562	$	23,312	$	6,506,127	$	6,411,020	$	184,018	$	163,346	$	35,641	$	6,794,025
As of December 31, 2015
Commercial and industrial	$	2,379,992	$	86,263	$	52,884	$	5,587	$	2,524,726	$	2,379,992	$	86,263	$	52,884	$	5,587	$	2,524,726
Agricultural	381,523		—		5,562		355		387,440		381,523		—		5,562		355		387,440
Commercial real estate:
Office, retail, and industrial	1,320,164		32,627		35,788		6,875		1,395,454		1,320,164		32,627		35,788		6,875		1,395,454
Multi-family	517,412		6,146		3,970		796		528,324		517,412		6,146		3,970		796		528,324
Construction	201,496		4,678		9,803		905		216,882		201,496		4,678		9,803		905		216,882
Other commercial real estate	898,746		13,179		13,654		5,611		931,190		898,746		13,179		13,654		5,611		931,190
Total commercial real estate	2,937,818		56,630		63,215		14,187		3,071,850		2,937,818		56,630		63,215		14,187		3,071,850
Total corporate loans	$	5,699,333	$	142,893	$	121,661	$	20,129	$	5,984,016	$	5,699,333	$	142,893	$	121,661	$	20,129	$	5,984,016


⁽¹⁾	Loans categorized as special mention exhibit potential weaknesses that require the close attention of management since these potential weaknesses may result in the deterioration of repayment prospects in the future.


⁽²⁾	Loans categorized as substandard exhibit well-defined weaknesses that may jeopardize the liquidation of the debt. These loans continue to accrue interest because they are well secured and collection of principal and interest is expected within a reasonable time.


⁽³⁾	Loans categorized as non-accrual exhibit well-defined weaknesses that may jeopardize the liquidation of the debt or result in a loss if the deficiencies are not corrected.


⁽⁴⁾	Total special mention and substandard loans includes accruing TDRs of ~~$854,000~~$841,000 as of ~~March 31,~~September 30, 2016 and $862,000 as of December 31, 2015.

Consumer Credit Quality Indicators by Class, Excluding Covered Loans

(Dollar amounts in thousands)


	Performing		Non-accrual		Total		Performing		Non-accrual		Total
As of March 31, 2016
As of September 30, 2016
Home equity	$	678,536	$	4,635	$	683,171	$	728,344	$	4,916	$	733,260
1-4 family mortgages	387,451		3,436		390,887		384,905		3,240		388,145
Installment	213,979		—		213,979		232,030		—		232,030
Total consumer loans	$	1,279,966	$	8,071	$	1,288,037	$	1,345,279	$	8,156	$	1,353,435
As of December 31, 2015
Home equity	$	648,158	$	5,310	$	653,468	$	648,158	$	5,310	$	653,468
1-4 family mortgages	352,438		3,416		355,854		352,438		3,416		355,854
Installment	137,582		20		137,602		137,582		20		137,602
Total consumer loans	$	1,138,178	$	8,746	$	1,146,924	$	1,138,178	$	8,746	$	1,146,924

TDRs

TDRs are generally performed at the request of the individual borrower and may include forgiveness of principal, reduction in interest rates, changes in payments, and maturity date extensions. The table below presents TDRs by class as of ~~March 31,~~September 30, 2016 and December 31, 2015. See Note 1, "Summary of Significant Accounting Policies," for the accounting policy for TDRs.

TDRs by Class

(Dollar amounts in thousands)


	As of March 31, 2016						As of December 31, 2015						As of September 30, 2016						As of December 31, 2015
	Accruing		Non-accrual ⁽¹⁾		Total		Accruing		Non-accrual ⁽¹⁾		Total		Accruing		Non-accrual ⁽¹⁾		Total		Accruing		Non-accrual ⁽¹⁾		Total
Commercial and industrial	$	291	$	1,018	$	1,309	$	294	$	1,050	$	1,344	$	286	$	150	$	436	$	294	$	1,050	$	1,344
Commercial real estate:
Office, retail, and industrial	162		—		162		164		—		164		157		—		157		164		—		164
Multi-family	592		182		774		598		186		784		588		172		760		598		186		784
Other commercial real estate	334		—		334		340		—		340		324		—		324		340		—		340
Total commercial real estate	1,088		182		1,270		1,102		186		1,288		1,069		172		1,241		1,102		186		1,288
Total corporate loans	1,379		1,200		2,579		1,396		1,236		2,632		1,355		322		1,677		1,396		1,236		2,632
Home equity	479		656		1,135		494		667		1,161		181		879		1,060		494		667		1,161
1-4 family mortgages	844		412		1,256		853		421		1,274		832		389		1,221		853		421		1,274
Total consumer loans	1,323		1,068		2,391		1,347		1,088		2,435		1,013		1,268		2,281		1,347		1,088		2,435
Total loans	$	2,702	$	2,268	$	4,970	$	2,743	$	2,324	$	5,067	$	2,368	$	1,590	$	3,958	$	2,743	$	2,324	$	5,067


⁽¹⁾	These TDRs are included in non-accrual loans in the preceding tables.

TDRs are included in the calculation of the allowance for credit losses in the same manner as impaired loans. There were ~~$729,000 in~~no specific reserves related to TDRs as of ~~March 31,~~September 30, 2016 and there were $758,000 in specific reserves related to TDRs as of December 31, 2015.

No ~~loans~~TDRs were restructured during the quarters and nine months ended ~~March 31,~~September 30, 2016 and 2015.

Accruing TDRs that do not perform in accordance with their modified terms are transferred to non-accrual. There were no material TDRs that defaulted within twelve months of the restructure date during the quarters and nine months ended ~~March 31,~~September 30, 2016 and 2015.

2627

A rollforward of the carrying value of TDRs for the quarters and nine months ended ~~March 31,~~September 30, 2016 and 2015 is presented in the following table.

TDR Rollforward

(Dollar amounts in thousands)


	Quarters Ended March 31,						Quarters Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015			2016			2015
Accruing
Beginning balance	$	2,743		$	3,704		$	2,491		$	3,067		$	2,743		$	3,704
Additions							—			120			—			120
Net payments received	(41		)	(42		)	(22		)	(355		)	(91		)	(746		)
Net transfers from non-accrual	—			(81		)
Returned to performing status							—			—			—			—
Net transfers to non-accrual							(101		)	(61		)	(284		)	(307		)
Ending balance	2,702			3,581			2,368			2,771			2,368			2,771
Non-accrual
Beginning balance	2,324			19,904			1,690			2,070			2,324			19,904
Additions							—			325			—			325
Net payments received	(56		)	(15,399		)	(31		)	(29		)	(609		)	(15,483		)
Charge-offs	—			(2,590		)	(170		)	(61		)	(409		)	(2,687		)
Net transfers to accruing	—			81
Net transfers from accruing							101			61			284			307
Ending balance	2,268			1,996			1,590			2,366			1,590			2,366
Total TDRs	$	4,970		$	5,577		$	3,958		$	5,137		$	3,958		$	5,137

For TDRs to be removed from TDR status in the calendar year after the restructuring, the loans must (i) have an interest rate and terms that reflect market conditions at the time of restructuring, and (ii) be in compliance with the modified terms. Loans that were not restructured at market rates and terms, that are not in compliance with the modified terms, or for which there is a concern about the future ability of the borrower to meet its obligations under the modified terms, continue to be separately reported as restructured until paid in full or charged-off.

There were no material commitments to lend additional funds to borrowers with TDRs as of ~~March 31,~~September 30, 2016 and December 31, 2015.

8. PREMISES, FURNITURE, AND EQUIPMENT

The following table summarizes the Company's premises, furniture, and equipment by category.

Premises, Furniture, and Equipment

(Dollar amounts in thousands)



	As of
	September 30, 2016			December 31, 2015
Land	$	19,472		$	43,442
Premises	96,178			152,444
Furniture and equipment	103,326			90,672
Total cost	218,976			286,558
Accumulated depreciation	(141,500		)	(171,708		)
Net book value of premises, furniture, and equipment	77,476			114,850
Assets held-for-sale	4,967			7,428
Total premises, furniture, and equipment	$	82,443		$	122,278

On September 27, 2016, First Midwest Bank (the "Bank") completed a sale-leaseback transaction, whereby the Bank sold to a third party for an aggregate cash purchase price of $150.3 million, 55 properties with book values totaling $58.8 million, owned and operated by the Bank as branches. Upon the sale of the branches the Bank concurrently entered into triple net lease agreements with certain affiliates of the third party for each of the branches sold. Subject to the right of the Bank to terminate certain of the lease agreements at the end of the eleventh year, the lease agreements have initial terms of 14 years. Each lease agreement provides the Bank with five consecutive renewal options of five years each. The sale-leaseback transaction resulted in a pre-tax gain of $88.0 million, net of transaction related expenses, of which $5.5 million was immediately recognized in earnings. The remaining pre-tax gain of $82.5 million will be deferred and accreted into income on a straight-line basis over the initial terms of the leases. Aggregate first year rent expense to be paid under the sale-leaseback transaction is approximately $10.5 million with a 1.50% annual rent escalation during the initial term and during the first and second five-year renewal periods.

Assets held-for-sale as of September 30, 2016 and December 31, 2015 consists of former branches that are no longer in operation and parcels of land previously purchased for expansion.

Depreciation on premises, furniture, and equipment totaled $3.4 million and $10.1 million for the quarter and nine months ended September 30, 2016, respectively. Depreciation on premises, furniture, and equipment totaled $3.4 million and $10.1 million for the same periods in 2015.

Operating Leases

As of September 30, 2016, the Company was obligated to utilize certain premises and equipment under certain non-cancelable operating leases, which expire at various dates through the year ending December 31, 2031. Many of these leases contain renewal options and certain leases provide options to purchase the leased property during or at the expiration of the lease period at specific prices. Some leases contain escalation clauses calling for rentals to be adjusted for increased real estate taxes and other operating expenses or proportionately adjusted for increases in consumer or other price indices. The following summary reflects the future minimum payments by year required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of September 30, 2016.

Future Minimum Operating Lease Payments

(Dollar amounts in thousands)



	Total
One year or less	$	21,332
After one year to two years	18,083
After two years to three years	16,762
After three years to four years	15,882
After four years to five years	14,476
After five years	109,752
Total minimum lease payments	$	196,287

Deferred pre-tax gains of $82.5 million related to the sale-lease back transaction will be accreted as a reduction to lease expense in other expenses on the Condensed Consolidated Statements of Income on a straight-line basis over the initial terms of the leases.

As part of the acquisition of the Chicago area banking operations of Banco Popular North America completed in 2014, the Company assumed certain operating leases related to various branches. On the date of acquisition, an intangible liability of $10.6 million was recorded as the cash flows of the leases exceeded the fair market value. This intangible liability will be accreted into income as a reduction to net occupancy and equipment expense using the straight-line method over the initial term of each lease, which expire between 2018 to 2030. The intangible liability is included in accrued interest and other liabilities in the Consolidated Statements of Financial Condition.

The following table presents the remaining scheduled accretion of the intangible liability by year.

Scheduled Accretion of Operating Lease Intangible

(Dollar amounts in thousands)



	Total
One year or less	$	1,180
After one year to two years	1,011
After two years to three years	742
After three years to four years	648
After four years to five years	648
After five years	4,159
Total accretion	$	8,388

The following table presents net operating lease expense for the quarters and nine months ended September 30, 2016 and 2015.

Net Operating Lease Expense

(Dollar amounts in thousands)



	Quarters Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Lease expense charged to operations ⁽¹⁾	$	1,950	$	1,438	$	4,902	$	4,282
Rental income from premises leased to others ⁽²⁾	118		167		404		454
Net operating lease expense	$	1,832	$	1,271	$	4,498	$	3,828

⁽¹⁾

Includes amounts paid under short-term cancelable leases and is included in net occupancy and equipment expense in the Condensed Consolidated Statements of Income. For the quarter and nine months ended September 30, 2016, lease expense is net of accretion related to the intangible liability of $295,000 and $876,000, respectively. For the same periods in 2015, lease expense is net of accretion related to the intangible liability of $286,000 and $858,000.


⁽²⁾	Included as a reduction to net occupancy and equipment expense in the Condensed Consolidated Statements of Income.

8.9. BORROWED FUNDS

The following table summarizes the Company's borrowed funds by funding source.

Summary of Borrowed Funds

(Dollar amounts in thousands)


	As of				As of
	March 31, 2016		December 31, 2015		September 30, 2016		December 31, 2015
Securities sold under agreements to repurchase	$	122,511	$	155,196	$	114,539	$	155,196
FHLB advances	262,500		9,900		525,000		9,900
Other borrowings	2,400		—
Total borrowed funds	$	387,411	$	165,096	$	639,539	$	165,096

Securities sold under agreements to repurchase are treated as financings and the obligations to repurchase securities sold are included as a liability in the Consolidated Statements of Financial Condition. Repurchase agreements are secured by U.S. treasury and agency securities. The securities underlying the agreements remain in the respective asset accounts.

The Bank is a member of the FHLB and has access to term financing from the FHLB. These advances are secured by designated assets that may include qualifying commercial real estate, residential and multi-family mortgages, home equity loans, and municipal and mortgage-backed securities. As of ~~March 31,~~September 30, 2016, the Company held various ~~3-month~~short-term FHLB advances with fixed interest rates ~~of 0.5%~~that range from 0.40% to 0.48% and maturity dates that range from ~~May 2,~~October 3, 2016 to ~~June~~December 1, 2016.

The Company hedges interest rates on borrowed funds using interest rate swaps through which the Company receives variable amounts and pays fixed amounts. See Note 12 "Derivative Instruments and Hedging Activities" for a detailed discussion of interest rate swaps.

On September 27, 2016, the Company entered into a loan agreement with U.S. Bank National Association providing for a $50.0 million short-term, unsecured revolving credit facility. Advances will bear interest at a rate equal to one-month LIBOR plus 1.75%, adjusted on a monthly basis, and the Company must pay an unused facility fee equal to 0.35% per annum on a quarterly basis. The line of credit will mature on September 26, 2017. Management expects to use this line of credit for general corporate purposes. As of September 30, 2016, no amount was outstanding under the facility.

2731

9.10. SENIOR AND SUBORDINATED DEBT

The following table presents the Company's senior and subordinated debt by issuance.

Senior and Subordinated Debt

(Dollar amounts in thousands)


				As of							As of
	Issuance Date	Maturity Date	Interest Rate	March 31, 2016		December 31, 2015		Issuance Date	Maturity Date	Interest Rate	September 30, 2016		December 31, 2015
Senior notes	November 2011	November 2016	5.875%	$	114,922	$	114,891	November 2011	November 2016	5.875%	$	114,983	$	114,891
Subordinated notes	March 2006	April 2016	5.850%	38,500		38,499
Subordinated notes:
Due in 2026								September 2016	September 2026	5.875%	146,484		—
Due in 2016								March 2006	April 2016	5.850%	—		38,499
Junior subordinated debentures:
First Midwest Capital Trust I ("FMCT")	November 2003	December 2033	6.950%	37,799		37,799		November 2003	December 2033	6.950%	37,800		37,799
Great Lakes Statutory Trust II ("GLST II") ⁽¹⁾	December 2005	December 2035	L+1.400% ⁽²⁾	4,320		4,296		December 2005	December 2035	L+1.400% ⁽²⁾	4,367		4,296
Great Lakes Statutory Trust III ("GLST III")⁽¹⁾	June 2007	September 2037	L+1.700% ⁽²⁾	5,752		5,723		June 2007	September 2037	L+1.700% ⁽²⁾	5,810		5,723
Total junior subordinated debentures				47,871		47,818					47,977		47,818
Total senior and subordinated debt				$	201,293	$	201,208				$	309,444	$	201,208

⁽¹⁾

The junior subordinated debentures related to GLST II and GLST III were assumed by the Company during 2014 through the acquisition of Great Lakes Financial Resources, Inc., the holding company for Great Lakes Bank. ~~As of March 31, 2016 and December 31, 2015, these~~These amounts include acquisition adjustments which resulted in a discount of $1.8 million to GLST II and $2.4 million to GLST III as of September 30, 2016 and $1.9 million to GLST II and $2.5 million to GLST ~~III.~~III as of December 31, 2015.


⁽²⁾	The interest rates are a variable rate based on the three-month LIBOR plus 1.400% and 1.700% for GLST II and GLST III, respectively.

On April 1, 2016, ~~the~~ $38.5 million inof 5.850% subordinated notes matured and were repaid by the Company. InOn November of22, 2016, ~~$114.9~~$115.0 million of 5.875% senior notes will mature.

Issuance of Subordinated Notes

On September 29, 2016, the Company completed the issuance and sale of $150.0 million aggregate principal amount of its 5.875% subordinated notes due 2026. Interest on the notes is payable semi-annually on March 29 and September 29, beginning on March 29, 2017. The Company received proceeds of $146.5 million, net of underwriting discounts and commissions and issuance costs. The Company expects to use the net proceeds to repay at maturity the entire $115.0 million aggregate principal amount outstanding of its 5.875% senior notes due November 22, 2016, plus accrued interest, and for other general corporate purposes.

Junior Subordinated Debentures

FMCT, GLST II, and GLST III are Delaware statutory business trusts. These trusts were established for the purpose of issuing trust-preferred securities and lending the proceeds to the Company in return for junior subordinated debentures of the Company. The junior subordinated debentures are the sole assets of each trust. Therefore, each trust's ability to pay amounts due on the trust-preferred securities is solely dependent on the Company making payments on the related junior subordinated debentures. The trust-preferred securities are subject to mandatory redemption, in whole or in part, on repayment of the junior subordinated debentures at the stated maturity date or on redemption. The Company guarantees payments of distributions and redemptions on the trust-preferred securities on a limited basis.

Trust-preferred securities are included in Tier 1 capital of the Company for regulatory capital purposes. The statutory trusts qualify as VIEs for which the Company is not the primary beneficiary. Consequently, the accounts of those entities are not consolidated in the Company's financial statements.

2832

~~10.~~11. EARNINGS PER COMMON SHARE

The table below displays the calculation of basic and diluted earnings per common share ("EPS").

Basic and Diluted EPS

(Amounts in thousands, except per share data)


	Quarters Ended March 31,						Quarters Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015			2016			2015
Net income	$	17,962		$	19,882		$	28,402		$	23,284		$	71,631		$	65,740
Net income applicable to non-vested restricted shares	(212		)	(228		)	(324		)	(226		)	(826		)	(703		)
Net income applicable to common shares	$	17,750		$	19,654		$	28,078		$	23,058		$	70,805		$	65,037
Weighted-average common shares outstanding:
Weighted-average common shares outstanding (basic)	77,980			76,918			80,396			77,106			79,589			77,038
Dilutive effect of common stock equivalents	12			12			13			13			13			13
Weighted-average diluted common shares outstanding	77,992			76,930			80,409			77,119			79,602			77,051
Basic EPS	$	0.23		$	0.26		$	0.35		$	0.30		$	0.89		$	0.84
Diluted EPS	$	0.23		$	0.26		$	0.35		$	0.30		$	0.89		$	0.84
Anti-dilutive shares not included in the computation of diluted EPS ⁽¹⁾	608			948			454			751			510			822


⁽¹⁾	This amount represents outstanding stock options for which the exercise price is greater than the average market price of the Company's common stock.

~~11. INCOME TAXES~~

~~The following table presents income tax expense and the effective income tax rate for the quarters ended March 31, 2016 and 2015.~~

~~Income Tax Expense~~

~~(Dollar amounts in thousands)~~

Quarters Ended
March 31,
2016 2015
Income before income tax expense $ 26,458
$ 28,674
Income tax expense:
Federal income tax expense $ 7,101
$ 7,076
State income tax expense 1,395
1,716
Total income tax expense $ 8,496
$ 8,792
Effective income tax rate 32.1 % 30.7 %

Federal income tax expense and the related effective income tax rate are influenced by the amount of tax-exempt income derived from investment securities and BOLI in relation to pre-tax income and state income taxes. State income tax expense and the related effective tax rate are driven by the amount of state tax-exempt income in relation to pre-tax income and state tax rules related to consolidated/combined reporting and sourcing of income and expense.

The Company's accounting policies for the recognition of income taxes in the Consolidated Statements of Financial Condition and Income are included in Note 1, "Summary of Significant Accounting Policies" and Note 15, "Income Taxes" to the Consolidated Financial Statements in the Company's 2015 10-K.

12. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

In the ordinary course of business, the Company enters into derivative transactions as part of its overall interest rate risk management strategy. The significant accounting policies related to derivative instruments and hedging activities are presented in Note 1, "Summary of Significant Accounting Policies."

Fair Value Hedges

The Company hedges the fair value of fixed rate commercial real estate loans using interest rate swaps through which the Company pays fixed amounts and receives variable amounts. These derivative contracts are designated as fair value hedges.

Fair Value Hedges

(Dollar amounts in thousands)


	As of						As of
	March 31, 2016			December 31, 2015			September 30, 2016			December 31, 2015
Gross notional amount outstanding	$	11,320		$	11,620		$	10,710		$	11,620
Derivative liability fair value	(612		)	(643		)	(399		)	(643		)
Weighted-average interest rate received	2.35		%	2.25		%	2.44		%	2.25		%
Weighted-average interest rate paid	6.35		%	6.36		%	6.35		%	6.36		%
Weighted-average maturity (in years)	1.73			1.97			1.24			1.97
Fair value of assets needed to settle derivative transactions ⁽¹⁾	$	633		$	665
Fair value of derivative ⁽¹⁾							$	418		$	665


⁽¹⁾	This amount represents the fair value if credit risk related contingent features were triggered.

Hedge ineffectiveness is recognized in other noninterest income in the Condensed Consolidated Statements of Income. For the quarters and nine months ended ~~March 31,~~September 30, 2016 and 2015, gains or losses related to fair value hedge ineffectiveness were not material.

Cash Flow Hedges

As of ~~March 31,~~September 30, 2016, the Company hedged $710.0 million of certain corporate variable rate loans using interest rate swaps through which the Company receives fixed amounts and pays variable amounts. The Company also hedged ~~$510.0~~$710.0 million of borrowed funds using forward starting interest rate swaps through which the Company receives variable amounts and pays fixed

amounts. These transactions allow the Company to add stability to net interest income and manage its exposure to interest rate movements. Forward starting interest rate swaps ~~of $62.5 million and $200.0~~totaling $325.0 million began ~~during the second and third quarters~~on various dates between June of 2015 ~~respectively,~~and June of 2016, and mature ~~during the same periods in~~between June and August of 2019. The remaining forward starting interest rate swaps begin at various dates between ~~June 2016~~February of 2017 and ~~March~~May of 2018 and mature between ~~June 2019~~February and May of 2020. These derivative contracts are designated as cash flow hedges.

Cash Flow Hedges

(Dollar amounts in thousands)


	As of						As of
	March 31, 2016			December 31, 2015			September 30, 2016			December 31, 2015
Gross notional amount outstanding	$	1,220,000		$	1,220,000		$	1,420,000		$	1,220,000
Derivative asset fair value	17,121			4,787			15,093			4,787
Derivative liability fair value	(17,009		)	(8,950		)	(14,836		)	(8,950		)
Weighted-average interest rate received	1.31		%	1.24		%	1.32		%	1.24		%
Weighted-average interest rate paid	0.90		%	0.75		%	1.04		%	0.75		%
Weighted-average maturity (in years)	3.56			3.91			3.04			3.91

The effective portion of gains or losses on cash flow hedges is recorded in accumulated other comprehensive loss on an after-tax basis and is subsequently reclassified to interest income or expense in the period that the forecasted ~~hedge~~hedged item impacts earnings. Hedge effectiveness is determined using a regression analysis at the inception of the hedge relationship and on an ongoing basis. For the quarters and nine months ended ~~March 31,~~September 30, 2016 and 2015, there were no material gains or losses related to cash flow hedge ineffectiveness. As of ~~March 31,~~September 30, 2016, the Company estimates that ~~$3.9~~$3.7 million will be reclassified from accumulated other comprehensive loss as an increase to interest income over the next twelve months.

Other Derivative Instruments

The Company also enters into derivative transactions with its commercial customers and simultaneously enters into an offsetting interest rate derivative ~~transaction~~transactions with a third ~~party.~~parties. This transaction allows the Company's customers to effectively convert a variable rate loan into a fixed rate loan. Due to the offsetting nature of these transactions, the Company does not apply hedge accounting treatment. The Company's credit exposure on these derivative transactions results primarily from counterparty credit risk. The credit valuation adjustment ("CVA") is a fair value adjustment to the derivative to account for this risk. As of ~~March 31,~~September 30, 2016 and December 31, 2015, the Company's credit exposure was fully secured by the underlying collateral on customer loans and mitigated through netting arrangements with third parties, therefore, no CVA was ~~not material.~~recorded. Transaction fees related to commercial customer derivative instruments of ~~$3.2~~$2.9 million and ~~$662,000~~$8.2 million were recorded in noninterest income for the ~~quarters~~quarter and nine months ended ~~March 31,~~September 30, 2016, respectively. There were $1.2 million and $2.7 million of transaction fees recorded for the quarter and nine months ended September 30, 2015, respectively.

Other Derivative Instruments

(Dollar amounts in thousands)


	As of						As of
	March 31, 2016			December 31, 2015			September 30, 2016			December 31, 2015
Gross notional amount outstanding	$	1,023,359		$	853,385		$	1,462,702		$	853,385
Derivative asset fair value	23,212			11,446			29,835			11,446
Derivative liability fair value	(23,212		)	(11,446		)	(29,835		)	(11,446		)
Fair value of assets needed to settle derivative transactions ⁽¹⁾	23,743			11,939
Fair value of derivative ⁽¹⁾							30,451			11,939


⁽¹⁾	This amount represents the fair value if credit risk related contingent features were triggered.

The Company occasionally enters into risk participation agreements with counterparty banks to transfer or assume a portion of the credit risk related to customer transactions. The amounts of these instruments were not material for any periods presented. The Company had no other derivative instruments as of ~~March 31,~~September 30, 2016 and December 31, 2015. The Company does not enter into derivative transactions for purely speculative purposes.

Credit Risk

Derivative instruments are inherently subject to credit risk, which represents the Company's risk of loss when the counterparty to a derivative contract fails to perform according to the terms of the agreement. Credit risk is managed by limiting and collateralizing the aggregate amount of net unrealized losses by transaction, monitoring the size and the maturity structure of the derivatives, and

applying uniform credit standards. Company policy establishes limits on credit exposure to any single counterparty. In addition, the Company established bilateral collateral agreements with derivative counterparties that provide for exchanges of marketable securities or cash to collateralize either party's net losses above a stated minimum threshold. As of ~~March 31,~~September 30, 2016 and December 31, 2015, these collateral agreements covered 100% of the fair value of the Company's outstanding fair value hedges. Derivative assets and liabilities are presented gross, rather than net, of pledged collateral amounts.

Certain derivative instruments are subject to master netting agreements with counterparties. The Company records these transactions at their gross fair values and does not offset derivative assets and liabilities in the Consolidated Statements of Financial Condition. The following table presents the fair value of the Company's derivatives and offsetting positions as of ~~March 31,~~September 30, 2016 and December 31, 2015.

Fair Value of Offsetting Derivatives

(Dollar amounts in thousands)


	As of March 31, 2016						As of December 31, 2015						As of September 30, 2016						As of December 31, 2015
	Assets			Liabilities			Assets			Liabilities			Assets			Liabilities			Assets			Liabilities
Gross amounts recognized	$	40,333		$	40,833		$	16,233		$	21,039		$	44,928		$	45,070		$	16,233		$	21,039
Less: amounts offset in the Consolidated Statements of Financial Condition	—			—			—			—			—			—			—			—
Net amount presented in the Consolidated Statements of Financial Condition ⁽¹⁾	40,333			40,833			16,233			21,039			44,928			45,070			16,233			21,039
Gross amounts not offset in the Consolidated Statements of Financial Condition:
Offsetting derivative positions	(17,321		)	(17,321		)	(4,791		)	(4,791		)	(15,245		)	(15,245		)	(4,791		)	(4,791		)
Cash collateral pledged	—			(23,512		)	—			(16,248		)	—			(29,825		)	—			(16,248		)
Net credit exposure	$	23,012		$	—		$	11,442		$	—		$	29,683		$	—		$	11,442		$	—


⁽¹⁾	Included in other assets or other liabilities in the Consolidated Statements of Financial Condition.

As of ~~March 31,~~September 30, 2016 and December 31, 2015, the Company's derivative instruments generally contained provisions that require the Company's debt to remain above a certain credit rating by each of the major credit rating agencies or that the Company maintain certain capital levels. If the Company's debt were to fall below that credit rating or the Company's capital were to fall below the required levels, it would be in violation of those provisions, and the counterparties to the derivative instruments could terminate the swap transaction and demand cash settlement of the derivative instrument in an amount equal to the derivative liability fair value. As of ~~March 31,~~September 30, 2016 and December 31, 2015 the Company was ~~not~~ in ~~violation of~~compliance with these provisions.

3235

13. COMMITMENTS, GUARANTEES, AND CONTINGENT LIABILITIES

Credit Commitments and Guarantees

In the normal course of business, the Company enters into a variety of financial instruments with off-balance sheet risk to meet the financing needs of its customers and to conduct lending activities, including commitments to extend credit and standby and commercial letters of credit. These instruments involve elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Statements of Financial Condition.

Contractual or Notional Amounts of Financial Instruments

(Dollar amounts in thousands)


	As of				As of
	March 31, 2016		December 31, 2015		September 30, 2016		December 31, 2015
Commitments to extend credit:
Commercial, industrial, and agricultural	$	1,396,016	$	1,303,056	$	1,462,813	$	1,303,056
Commercial real estate	378,063		366,250		439,518		366,250
Home equity	368,671		352,114		387,194		352,114
Other commitments ⁽¹⁾	215,253		203,121		215,226		203,121
Total commitments to extend credit	$	2,358,003	$	2,224,541	$	2,504,751	$	2,224,541

Standby letters of credit	$	93,695	$	100,610
Letters of credit					$	107,461	$	100,610
Recourse on assets sold:
Unpaid principal balance of loans sold	$	193,704	$	196,389	$	187,891	$	196,389
Carrying value of recourse obligation ⁽²⁾	92		87		125		87


⁽¹⁾	Other commitments includes installment and overdraft protection program commitments.


⁽²⁾	Included in other liabilities in the Consolidated Statements of Financial Condition.

Commitments to extend credit are agreements to lend funds to a customer, subject to contractual terms and covenants. Commitments generally have fixed expiration dates or other termination clauses, variable interest rates, and fee requirements, when applicable. Since many of the commitments are expected to expire without being drawn, the total commitment amounts do not necessarily represent future cash flow requirements.

In the event of a customer's non-performance, the Company's credit loss exposure is equal to the contractual amount of the commitments. The credit risk is essentially the same as extending loans to customers. The Company uses the same credit policies for credit commitments as its loans and minimizes exposure to credit loss through various collateral requirements.

Letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. ~~Standby letters~~Letters of credit generally are contingent on the failure of the customer to perform according to the terms of the contract with the third party and are often issued in favor of a municipality where construction is taking place to ensure the borrower adequately completes the construction. Commercial letters of credit are issued to facilitate transactions between a customer and a third party based on agreed upon terms.

The maximum potential future payments guaranteed by the Company under ~~standby~~ letters of credit arrangements are equal to the contractual amount of the commitment. If a commitment is funded, the Company may seek recourse through the liquidation of the underlying collateral, including real estate, production plants and property, marketable securities, or receipt of cash.

As a result of the sale of certain 1-4 family mortgage loans, the Company is contractually obligated to repurchase any non-performing loans or loans that do not meet underwriting requirements at recorded value. In accordance with the sales agreements, there is no limitation to the maximum potential future payments or expiration of the Company's recourse obligation. There were no material loan repurchases during the quarters and nine months ended ~~March 31,~~September 30, 2016 and 2015.

Legal Proceedings

In the ordinary course of business, there were certain legal proceedings pending against the Company and its subsidiaries at ~~March 31,~~September 30, 2016. While the outcome of any legal proceeding is inherently uncertain, based on information currently available, the Company's management does not expect that any liabilities arising from pending legal matters will have a material adverse effect on the Company's financial position, results of operations, or ~~liquidity.~~cash flows.

3336

14. FAIR VALUE

Fair value represents the amount expected to be received to sell an asset or paid to transfer a liability in its principal or most advantageous market in an orderly transaction between market participants at the measurement date. In accordance with fair value accounting guidance, the Company measures, records, and reports various types of assets and liabilities at fair value on either a recurring or non-recurring basis in the Consolidated Statements of Financial Condition. Those assets and liabilities are presented below in the sections titled "Assets and Liabilities Required to be Measured at Fair Value on a Recurring Basis" and "Assets and Liabilities Required to be Measured at Fair Value on a Non-Recurring Basis."

Other assets and liabilities are not required to be measured at fair value in the Consolidated Statements of Financial Condition, but must be disclosed at fair value. See the "Fair Value Measurements of Other Financial Instruments" section of this note. Any aggregation of the estimated fair values presented in this note does not represent the value of the Company.

Depending on the nature of the asset or liability, the Company uses various valuation methodologies and assumptions to estimate fair value. GAAP provides a three-tiered fair value hierarchy based on the inputs used to measure fair value. The hierarchy is defined as follows:

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 instruments, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs require significant management judgment or estimation, some of which use model-based techniques and may be internally developed.

Assets and liabilities are assigned to a level within the fair value hierarchy based on the lowest level of significant input used to measure fair value. Assets and liabilities may change levels within the fair value hierarchy due to market conditions or other circumstances. Those transfers are recognized on the date of the event that prompted the transfer. There were no transfers of assets or liabilities between levels of the fair value hierarchy during the periods presented.

3437

Assets and Liabilities Required to be Measured at Fair Value on a Recurring Basis

The following table provides the fair value for assets and liabilities required to be measured at fair value on a recurring basis in the Consolidated Statements of Financial Condition by level in the fair value hierarchy.

Recurring Fair Value Measurements

(Dollar amounts in thousands)


	As of March 31, 2016						As of December 31, 2015						As of September 30, 2016						As of December 31, 2015
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets:
Trading securities:
Money market funds	$	1,477	$	—	$	—	$	2,530	$	—	$	—	$	1,707	$	—	$	—	$	2,530	$	—	$	—
Mutual funds	15,931		—		—		14,364		—		—		16,644		—		—		14,364		—		—
Total trading securities	17,408		—		—		16,894		—		—		18,351		—		—		16,894		—		—
Securities available-for-sale:
U.S. treasury securities	32,772		—		—		16,980		—		—		43,797		—		—		16,980		—		—
U.S. agency securities	—		180,555		—		—		86,643		—		—		192,931		—		—		86,643		—
CMOs	—		811,672		—		—		687,185		—		—		1,081,259		—		—		687,185		—
MBSs	—		238,639		—		—		153,530		—		—		324,484		—		—		153,530		—
Municipal securities	—		328,010		—		—		327,570		—		—		286,713		—		—		327,570		—
CDOs	—		—		30,757		—		—		31,529		—		—		31,899		—		—		31,529
Equity securities	—		3,174		—		—		3,199		—		—		2,947		—		—		3,199		—
Total securities available-for-sale	32,772		1,562,050		30,757		16,980		1,258,127		31,529		43,797		1,888,334		31,899		16,980		1,258,127		31,529
Mortgage servicing rights ("MSRs") ⁽¹⁾	—		—		5,022		—		—		1,853		—		—		5,076		—		—		1,853
Derivative assets ⁽¹⁾	—		40,333		—		—		16,233		—		—		44,928		—		—		16,233		—
Liabilities:
Derivative liabilities ⁽²⁾	$	—	$	40,833	$	—	$	—	$	21,039	$	—	$	—	$	45,070	$	—	$	—	$	21,039	$	—


⁽¹⁾	Included in other assets in the Consolidated Statements of Financial Condition.


⁽²⁾	Included in other liabilities in the Consolidated Statements of Financial Condition.

The following sections describe the specific valuation techniques and inputs used to measure financial assets and liabilities at fair value.

Trading Securities

The Company's trading securities consist of diversified investment securities held in a grantor trust and are invested in money market and mutual funds. The fair value of these money market and mutual funds is based on quoted market prices in active exchange markets and is classified in level 1 of the fair value hierarchy.

Securities Available-for-Sale

The Company's securities available-for-sale are primarily fixed income instruments that are not quoted on an exchange, but may be traded in active markets. The fair values for these securities are based on quoted prices in active markets or market prices for similar securities obtained from external pricing services or dealer market participants and are classified in level 2 of the fair value hierarchy. The fair value of U.S. treasury securities is based on quoted market prices in active exchange markets and is classified in level 1 of the fair value hierarchy. Quarterly, the Company evaluates the methodologies used by its external pricing services to estimate the fair value of these securities to determine whether the valuations represent an exit price in the Company's principal markets.

CDOs are classified in level 3 of the fair value hierarchy. The Company estimates the fair values for each CDO using discounted cash flow analyses with the assistance of a structured credit valuation firm. This methodology is based on credit analysis and historical financial data for each of the issuers underlying the CDOs (the "Issuers"). These estimates are highly subjective and sensitive to several significant, unobservable inputs. The cash flows for each Issuer are then discounted to present values using LIBOR plus an adjustment to reflect the impact of market factors. Finally, the discounted cash flows for each Issuer are aggregated to derive the estimated fair value for the specific CDO.

3538

The following table presents the ranges of significant, unobservable inputs calculated using the ~~weighted average~~weighted-average of the Issuers used by the Company as of ~~March 31,~~September 30, 2016 and December 31, 2015.

Significant Unobservable Inputs Used in the Valuation of CDOs


	As of								As of
	March 31, 2016				December 31, 2015				September 30, 2016				December 31, 2015
Probability of prepayment	1.8	%	-	15.1%	1.8	%	-	15.1%	1.8	%	-	15.0%	1.8	%	-	15.1%
Probability of default	18.6	%	-	49.7%	19.1	%	-	32.6%	17.4	%	-	49.0%	19.1	%	-	32.6%
Loss given default	92.8	%	-	98.4%	93.8	%	-	97.1%	93.1	%	-	98.5%	93.8	%	-	97.1%
Probability of deferral cure	15.2	%	-	63.5%	15.2	%	-	63.1%	17.3	%	-	100.0%	15.2	%	-	63.1%

Most Issuers have the right to prepay the securities on the fifth anniversary of issuance and under other limited circumstances. To estimate prepayments, a credit analysis of each Issuer is performed to estimate its ability and likelihood to fund a prepayment. If a prepayment occurs, the Company receives cash equal to the par value for the portion of the CDO associated with that Issuer.

The likelihood that an Issuer who is currently deferring payment on the securities will pay all deferred amounts and remain current thereafter is based on an analysis of the Issuer's asset quality, leverage ratios, and other measures of financial viability.

The impact of changes in these key inputs could result in a significantly higher or lower fair value measurement for each CDO. The timing of the default, the magnitude of the default, and the timing and magnitude of the cure probability are directly interrelated. Defaults that occur sooner and/or are greater than anticipated have a negative impact on the valuation. In addition, a high cure probability assumption has a positive effect on the fair value, and, if a cure event takes place sooner than anticipated, the impact on the valuation is also favorable.

Management monitors the valuation results of each CDO on a semi-annual basis, which includes an analysis of historical pricing trends for these types of securities, overall economic conditions (such as tracking LIBOR curves), and the performance of the Issuers' industries. Annually, management validates significant assumptions by reviewing detailed back-testing performed by the structured credit valuation firm.

A rollforward of the carrying value of CDOs for the quarters and nine months ended ~~March 31,~~September 30, 2016 and 2015 is presented in the following table.

Carrying Value of CDOs

(Dollar amounts in thousands)


	Quarters Ended March 31,						Quarters Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015			2016			2015
Beginning balance	$	31,529		$	33,774		$	30,431		$	32,004		$	31,529		$	33,774
Change in other comprehensive income ⁽¹⁾	(786		)	300			1,794			(62		)	764			(1,560		)
Paydowns	14			(146		)	(326		)	(72		)	(394		)	(344		)
Ending balance	$	30,757		$	33,928		$	31,899		$	31,870		$	31,899		$	31,870


⁽¹⁾	Included in unrealized holding gains in the Consolidated Statements of Comprehensive Income.

3639

MSRs

The Company services loans for others totaling ~~$600.8~~$630.7 million as of ~~March 31,~~September 30, 2016 and $242.9 million as of December 31, 2015. ~~These loans are owned by third parties and are not included in the Consolidated Statements of Financial Condition.~~ As of ~~March 31,~~September 30, 2016, loans serviced for others includes approximately ~~$350.0~~$318.5 million of loans, the servicing of which transitioned from NI Bancshares to the Company as a result of the ~~NI Bancshares acquisition,~~acquisition. These loans are owned by third parties and ~~resulted~~are not included in ~~an additional $3.1 million~~the Consolidated Statements of ~~MSRs.~~Financial Condition. Additional information regarding the NI Bancshares transaction is presented in Note 3, "Acquisitions."

The Company determines the fair value of MSRs by estimating the present value of expected future cash flows associated with the mortgage loans being serviced and classifies them in level 3 of the fair value hierarchy. The following table presents the ranges of significant, unobservable inputs used by the Company to determine the fair value of MSRs as of ~~March 31,~~September 30, 2016.

Significant Unobservable Inputs Used in the Valuation of MSRs


	As of								As of
	March 31, 2016				December 31, 2015				September 30, 2016				December 31, 2015
Prepayment speed	10.9	%	-	23.0%	10.1	%	-	20.9%	10.2	%	-	29.2%	10.1	%	-	20.9%
Maturity (months)	4		-	79	6		-	86	12		-	80	6		-	86
Discount rate	9.5	%	-	13.0%	9.5	%	-	13.0%	9.5	%	-	13.0%	9.5	%	-	13.0%

The impact of changes in these key inputs could result in a significantly higher or lower fair value measurement for MSRs. Significant increases in expected prepayment speeds and discount rates have negative impacts on the valuation. Higher maturity assumptions have a favorable effect on the estimated fair value.

A rollforward of the carrying value of MSRs for the quarters and nine months ended ~~March 31,~~September 30, 2016 and 2015 is presented in the following table.

Carrying Value of MSRs

(Dollar amounts in thousands)


	Quarters Ended March 31,						Quarters Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015			2016			2015
Beginning balance	$	1,853		$	1,728		$	4,938		$	1,820		$	1,853		$	1,728
Additions from acquisition	3,092			—			—			—			3,092			—
New MSRs	185			145			581			60			928			303
Total losses included in earnings ⁽¹⁾:
(Losses) gains included in earnings ⁽¹⁾:
Changes in valuation inputs and assumptions	(40		)	(51		)	(205		)	(12		)	(377		)	(51		)
Other changes in fair value ⁽²⁾	(68		)	(49		)	(238		)	(70		)	(420		)	(182		)
Ending balance	$	5,022		$	1,773		$	5,076		$	1,798		$	5,076		$	1,798
Contractual servicing fees earned ⁽¹⁾	$	183		$	133		$	373		$	136		$	922		$	404


⁽¹⁾	Included in mortgage banking income in the Condensed Consolidated Statements of Income and related to assets held as of ~~March 31,~~September 30, 2016 and 2015.


⁽²⁾	Primarily represents changes in expected future cash flows due to payoffs and paydowns.

Derivative Assets and Derivative Liabilities

The Company enters into interest rate swaps and derivative transactions with commercial customers. These derivative transactions are executed in the dealer market, and pricing is based on market quotes obtained from the counterparties. The market quotes were developed using market observable inputs, which primarily include LIBOR. Therefore, derivatives are classified in level 2 of the fair value hierarchy. For its derivative assets and liabilities, the Company also considers non-performance risk, including the likelihood of default by itself and its counterparties, when evaluating whether the market quotes from the counterparty are representative of an exit price.

3740

Assets and Liabilities Required to be Measured at Fair Value on a Non-Recurring Basis

The following table provides the fair value for each class of assets and liabilities required to be measured at fair value on a non-recurring basis in the Consolidated Statements of Financial Condition by level in the fair value hierarchy.

Non-Recurring Fair Value Measurements

(Dollar amounts in thousands)


	As of March 31, 2016						As of December 31, 2015						As of September 30, 2016						As of December 31, 2015
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Collateral-dependent impaired loans ⁽¹⁾	$	—	$	—	$	8,716	$	—	$	—	$	10,519	$	—	$	—	$	10,156	$	—	$	—	$	10,519
OREO ⁽²⁾	—		—		1,877		—		—		8,581		—		—		4,090		—		—		8,581
Loans held-for-sale ⁽³⁾	—		—		8,592		—		—		14,444		—		—		29,645		—		—		14,444
Assets held-for-sale ⁽⁴⁾	—		—		6,786		—		—		7,428		—		—		4,967		—		—		7,428


⁽¹⁾	Includes impaired loans with charge-offs and impaired loans with a specific reserve during the periods presented.


⁽²⁾	Includes OREO with fair value adjustments subsequent to initial transfer that occurred during the periods presented.


⁽³⁾	Included in other assets in the Consolidated Statements of Financial Condition.


⁽⁴⁾	Included in premises, furniture, and equipment in the Consolidated Statements of Financial Condition.

Collateral-Dependent Impaired Loans

Certain collateral-dependent impaired loans are subject to fair value adjustments to reflect the difference between the carrying value of the loan and the value of the underlying collateral. The fair values of collateral-dependent impaired loans are primarily determined by current appraised values of the underlying collateral. Based on the age and/or type, appraisals may be adjusted in the range of 0% to 15%. In certain cases, an internal valuation may be used when the underlying collateral is located in areas where comparable sales data is limited or unavailable. Accordingly, collateral-dependent impaired loans are classified in level 3 of the fair value hierarchy.

Collateral-dependent impaired loans for which the fair value is greater than the recorded investment are not measured at fair value in the Consolidated Statements of Financial Condition and are not included in this disclosure.

OREO

The fair value of OREO is measured using the current appraised value of the properties. In certain circumstances, a current appraisal may not be available or may not represent an accurate measurement of the property's fair value due to outdated market information or other factors. In these cases, the fair value is determined based on the lower of the (i) most recent appraised value, (ii) broker price opinion, (iii) current listing price, or (iv) signed sales contract. Given these valuation methods, OREO is classified in level 3 of the fair value hierarchy.

Loans Held-for-Sale

As of ~~March 31,~~September 30, 2016, loans held-for-sale consists of 1-4 family mortgage loans, which were originated with the intent to sell. These loans were recorded in the held-for-sale category at the contract price and, accordingly, are classified in level 3 of the fair value hierarchy. As of December 31, 2015, loans held-for-sale consists of 1-4 family mortgage loans, which were originated with the intent to sell, and a commercial real estate loan.

Assets Held-for-Sale

Assets held-for-sale as of ~~March 31,~~September 30, 2016 and December 31, 2015 consists of ~~twelve~~ former branches that are no longer in operation and ~~seven~~ parcels of land previously purchased for expansion. These properties are being actively marketed and were transferred into the held-for-sale category at ~~the lower of~~ their fair value as determined by a current ~~appraisal.~~appraisals. Based on these valuation methods, they are classified in level 3 of the fair value hierarchy.

3841

Financial Instruments Not Required to be Measured at Fair Value

For certain financial instruments that are not required to be measured at fair value in the Consolidated Statements of Financial Condition, the Company must disclose the estimated fair values and the level within the fair value hierarchy as shown in the following table.

Fair Value Measurements of Other Financial Instruments

(Dollar amounts in thousands)


		As of									As of
		March 31, 2016				December 31, 2015					September 30, 2016				December 31, 2015
	Fair Value Hierarchy Level	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Fair Value Hierarchy Level	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and due from banks	1	$	135,049	$	135,049	$	114,587	$	114,587	1	$	139,538	$	139,538	$	114,587	$	114,587
Interest-bearing deposits in other banks	2	171,312		171,312		266,615		266,615		2	362,153		362,153		266,615		266,615
Securities held-to-maturity	2	21,051		17,503		23,152		20,054		2	20,337		18,110		23,152		20,054
FHLB and FRB stock	2	40,916		40,916		39,306		39,306		2	53,506		53,506		39,306		39,306
Loans	3	7,751,085		7,681,946		7,091,988		6,959,024		3	8,091,306		7,997,227		7,091,988		6,959,024
Investment in BOLI	3	218,873		218,873		209,601		209,601		3	219,064		219,064		209,601		209,601
Accrued interest receivable	3	31,187		31,187		27,847		27,847		3	33,931		33,931		27,847		27,847
Other interest-earning assets	3	1,621		1,621		1,982		1,982		3	1,056		1,056		1,982		1,982
Liabilities:
Deposits	2	$	8,780,818	$	8,781,486	$	8,097,738	$	8,093,640	2	$	9,106,104	$	9,104,564	$	8,097,738	$	8,093,640
Borrowed funds	2	387,411		387,411		165,096		165,096		2	639,539		639,539		165,096		165,096
Senior and subordinated debt	1	201,293		207,239		201,208		205,726		1	309,444		317,948		201,208		205,726
Accrued interest payable	2	5,446		5,446		2,175		2,175		2	4,856		4,856		2,175		2,175

Management uses various methodologies and assumptions to determine the estimated fair values of the financial instruments in the table above. The fair value estimates are made at a discrete point in time based on relevant market information and consider management's judgments regarding future expected economic conditions, loss experience, and specific risk characteristics of the financial instruments.

Short-Term Financial Assets and Liabilities - For financial instruments with a shorter-term or with no stated maturity, prevailing market rates, and limited credit risk, the carrying amounts approximate fair value. Those financial instruments include cash and due from banks, interest-bearing deposits in other banks, accrued interest receivable, and accrued interest payable.

Securities Held-to-Maturity - The fair value of securities held-to-maturity is estimated using the present value of expected future cash flows of the remaining maturities of the securities.

FHLB and FRB Stock - The carrying amounts approximate fair value as the stock is non-marketable.

Loans - Loans includes the FDIC indemnification asset and net loans, which consists of loans held-for-investment, acquired loans, covered loans, and the allowance for loan losses. The fair value of loans is estimated using the present value of the expected future cash flows of the remaining maturities of the loans. Prepayment assumptions that consider the Company's historical experience and current economic and lending conditions were included. The discount rate was based on the LIBOR yield curve with adjustments for liquidity and credit risk inherent in the loans.

The fair value of the covered loan portfolio is determined by discounting the expected future cash flows at a market interest rate, which is derived from LIBOR swap rates over the life of those loans. The expected future cash flows are derived from the contractual terms of the covered loans, net of any projected credit losses. For valuation purposes, these loans are placed into groups with similar characteristics and risk factors, where appropriate. The timing and amount of credit losses for each group are estimated using historical default and loss experience, current collateral valuations, borrower credit scores, and internal risk ratings. For individually significant loans or credit relationships, the estimated fair value is determined by a specific loan level review utilizing appraised values for collateral and projections of the timing and amount of expected future cash flows.

3942

Investment in BOLI - The fair value of BOLI approximates the carrying amount as both are based on each policy's respective cash surrender value ("CSV"), which is the amount the Company would receive from the liquidation of these investments. The CSV is derived from monthly reports provided by the managing brokers and is determined using the Company's initial insurance premium and earnings of the underlying assets, offset by management fees.

Other Interest-Earning Assets - The fair value of other interest-earning assets is estimated using the present value of the expected future cash flows of the remaining maturities of the assets.

Deposits - The fair values disclosed for demand deposits, savings deposits, NOW accounts, and money market deposits are equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The fair value for fixed-rate time deposits was estimated using the expected future cash flows discounted based on the LIBOR yield curve, plus or minus the spread associated with current pricing.

Borrowed Funds - The fair value of FHLB advances is estimated by discounting the agreements based on maturities using the rates currently offered for FHLB advances of similar remaining maturities adjusted for prepayment penalties that would be incurred if the borrowings were paid off on the measurement date. The carrying amounts of securities sold under agreements to repurchase approximate their fair value due to their short-term nature.

Senior and Subordinated Debt - The fair value of senior and subordinated debt is determined using quoted market prices.

Commitments to Extend Credit and Letters of Credit - The Company estimated the fair value of lending commitments outstanding to be immaterial based on (i) the limited interest rate exposure of the commitments outstanding due to their variable nature, (ii) the short-term nature of the commitment periods, (iii) termination clauses provided in the agreements, and (iv) the market rate of fees charged.

4043

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

First Midwest Bancorp, Inc. is a bank holding company headquartered in the Chicago suburb of Itasca, Illinois with operations throughout the Chicago metropolitan area as well as northwest Indiana, central and western Illinois, and eastern Iowa through ~~over~~ 110 banking locations. Our principal subsidiary is First Midwest Bank, ~~(the "Bank"),~~ which provides a broad range of banking, treasury, and wealth management products and services to commercial and industrial, commercial real estate, municipal, and consumer customers. We are committed to meeting the financial needs of the people and businesses in the communities where we live and work by providing customized banking solutions, quality products, and innovative services that fulfill those financial needs.

The following discussion and analysis is intended to address the significant factors affecting our Condensed Consolidated Statements of Income for the quarters and nine months ended ~~March 31,~~September 30, 2016 and 2015 and Consolidated Statements of Financial Condition as of ~~March 31,~~September 30, 2016 and December 31, 2015. When we use the terms "First Midwest," the "Company," "we," "us," and "our," we mean First Midwest Bancorp, Inc. and its consolidated subsidiaries. When we use the term "Bank," we are referring to our ~~wholly owned~~wholly-owned banking subsidiary, First Midwest Bank. Management's discussion and analysis should be read in conjunction with the consolidated financial statements, accompanying notes thereto, and other information presented in Item 1 of this Form 10-Q, as well as in our 2015 Annual Report on Form 10-K ("2015 10-K"). The results of operations for the quarter and nine months ended ~~March 31,~~September 30, 2016 are not necessarily indicative of future results.

Our results of operations are affected by various factors, many of which are beyond our control, including interest rates, local and national economic conditions, business spending, consumer confidence, legislative and regulatory changes, certain seasonal factors, and changes in real estate and securities markets. Our management evaluates performance using a variety of qualitative and quantitative metrics. The primary quantitative metrics used by management include:

Net Interest Income - Net interest income, our primary source of revenue, equals the difference between interest income and fees earned on interest-earning assets and interest expense incurred on interest-bearing liabilities.

Net Interest Margin - Net interest margin equals tax-equivalent net interest income divided by total average interest-earning assets.

Noninterest Income - Noninterest income is the income we earn from fee-based revenues, investment in bank-owned life insurance ("BOLI"), other income, and non-operating revenues.

Noninterest Expense - Noninterest expense is the expense we incur to operate the Company, which includes salaries and employee benefits, net occupancy and equipment, professional services, and other costs.

Asset Quality - Asset quality represents an estimation of the quality of our loan portfolio, including an assessment of the credit risk related to existing and potential loss exposure, and can be evaluated using a number of quantitative measures, such as non-performing loans to total loans.

Regulatory Capital - Our regulatory capital is classified in one of the following tiers: (i) Common Equity Tier 1 capital ("CET1"), which consists of common equity and retained earnings, less goodwill and other intangible assets and a portion of disallowed deferred tax assets, (ii) Tier 1 capital, which consists of CET1 and qualifying trust-preferred securities and the remaining portion of disallowed deferred tax assets, and (iii) Tier 2 capital, which includes qualifying subordinated debt and the allowance for credit losses, subject to limitations.

In addition, some of these metrics may be presented on a non-U.S. generally accepted accounting principles ("non-GAAP") basis. For detail on our non-GAAP metrics, see the discussion in the following section titled "Non-GAAP Financial Information and Reconciliations." Unless otherwise stated, all earnings per common share data included in this section and throughout the remainder of this discussion are presented on a diluted basis.

As of March 31, 2016, both the Company and the Bank exceeded $10.0 billion in total assets. As of September 30, 2016, the Company and the Bank each had total assets of approximately ~~$10.7~~$11.6 billion. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and its implementing regulations impose various additional requirements on bank holding companies and banks with $10.0 billion or more in total consolidated assets. As a general matter, the Company and the Bank are not immediately subject to these additional requirements when they exceed $10 billion in assets; instead, the Company and the Bank will be subject to these various requirements over various dates. For a discussion of the impact that the Dodd-Frank Act and its implementing regulations will have on the Company and the Bank now that they have each exceeded $10.0 billion in total consolidated assets, see the "Supervision and Regulation" section in Item 1, "Business" and Item 1A, "Risk Factors" in the Company's 2015 10-K.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by the use of words such as "may," "might," "will," "would," "should," "could," "expect," "plan," "intend," "anticipate," "believe," "estimate," "predict," "probable," "potential," "possible," "target," "continue," "look forward," or "assume," and words of similar import. Forward-looking statements

are not historical facts but instead express only management's beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management's control. It is possible that actual results and events may differ, possibly materially, from the anticipated results or events indicated in these forward-looking statements. Forward-looking statements are not guarantees of future performance, and we caution you not to place undue reliance on these statements. Forward-looking statements are made only as of the date of this report, and we undertake no obligation to update any forward-looking statements contained in this report to reflect new information or events or conditions after the date hereof.

Forward-looking statements may be deemed to include, among other things, statements relating to our future financial performance, the performance of our loan or securities portfolio, the expected amount of future credit reserves or charge-offs, corporate strategies or objectives, anticipated trends in our business, regulatory developments, acquisition transactions, including estimated synergies, cost savings and financial benefits of pending or consummated transactions, including First Midwest's proposed acquisition of Standard Bancshares, Inc., and growth strategies, including possible future acquisitions. These statements are subject to certain risks, uncertainties and assumptions. For a discussion of these risks, uncertainties, and assumptions, you should refer to the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report and in our 2015 10-K, as well as our subsequent filings made with the Securities and Exchange Commission ("SEC"). However, these risks and uncertainties are not exhaustive. Other sections of this report describe additional factors that could adversely impact our business and financial performance.

NON-GAAP FINANCIAL INFORMATION AND RECONCILIATIONS

The Company's accounting and reporting policies conform to U.S. generally accepted accounting principles ("GAAP") and general ~~practice~~practices within the banking industry. As a supplement to GAAP, the Company provides non-GAAP performance results, which the Company believes are useful because they assist investors in assessing the Company's operating performance. These non-GAAP financial measures include ~~but are not limited to,~~ earnings per share ("EPS") and the efficiency ratio, excluding ~~acquisition and integration related expenses, total non-interest expense, excluding acquisition and integration related expenses,~~certain significant transactions, tax-equivalent net interest income (including its individual components), tax-equivalent net interest margin, ~~the efficiency ratio,~~ tangible common equity to tangible assets, tangible common equity, excluding accumulated other comprehensive loss, to tangible assets, tangible common equity to risk-weighted assets, return on average tangible common equity, and return on average tangible common equity, excluding certain significant transactions.

The Company presents earnings per share, excluding certain significant transactions, and the efficiency ratio, both of which exclude acquisition and integration related expenses and the net gain on the sale-leaseback transaction. Management believes excluding these significant transactions from earnings per share and the efficiency ratio are useful in assessing the Company's underlying operational performance since these transactions do not pertain to its core business operations and their exclusion facilitates better comparability between periods.

The tax-equivalent adjustment to net interest income and net interest margin recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 35% tax rate. Management believes that it is standard practice in the banking industry to present net interest income and net interest margin on a fully tax-equivalent basis and that it enhances comparability for peer comparison purposes.

In management's view, tangible common equity measures are capital adequacy metrics meaningful to the Company, as well as analysts and investors, in assessing the Company's use of equity and in facilitating comparisons with peers. These non-GAAP measures are valuable indicators of a financial institution's capital strength since they eliminate intangible assets from stockholders' equity and retain the effect of accumulated other comprehensive loss in stockholders' equity.

Although intended to enhance investors' understanding of the Company's business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. See the following reconciliations for details on the calculation of these measures to the extent presented herein.

Non-GAAP Reconciliations

(Amounts in thousands, except per share data)



	Quarters Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Earnings Per Share
Net income	$	28,402		$	23,284		$	71,631		$	65,740
Net income applicable to non-vested restricted shares	(324		)	(226		)	(826		)	(703		)
Net income applicable to common shares	28,078			23,058			70,805			65,037
Net gain on sale-leaseback transaction	(5,509		)	—			(5,509		)	—
Tax effect of gain on sale-leaseback transaction	2,204			—			2,204			—
Acquisition and integration related expenses	1,172			—			6,810			—
Tax effect of acquisition and integration related expenses	(469		)	—			(2,724		)	—
Net income applicable to common shares, excluding certain significant transactions ⁽¹⁾	$	25,476		$	23,058		$	71,586		$	65,037
Weighted-average common shares outstanding:
Weighted-average common shares outstanding (basic)	80,396			77,106			79,589			77,038
Dilutive effect of common stock equivalents	13			13			13			13
Weighted-average diluted common shares outstanding	80,409			77,119			79,602			77,051
Basic EPS	$	0.35		$	0.30		$	0.89		$	0.84
Diluted EPS	$	0.35		$	0.30		$	0.89		$	0.84
Diluted EPS, excluding certain significant transactions ⁽¹⁾	$	0.32		$	0.30		$	0.90		$	0.84
Tax-Equivalent Net Interest Income
Net interest income	$	90,972		$	77,902		$	261,667		$	233,586
Tax-equivalent adjustment	2,079			2,609			6,579			8,185
Tax-equivalent net interest income ⁽²⁾	$	93,051		$	80,511		$	268,246		$	241,771
Efficiency Ratio Calculation
Noninterest expense	$	82,888		$	74,365		$	246,831		$	220,473
Less:
Net other real estate owned ("OREO") expense	(313		)	(1,290		)	(2,099		)	(4,355		)
Acquisition and integration related expenses	(1,172		)	—			(6,810		)	—
Total	$	81,403		$	73,075		$	237,922		$	216,118
Tax-equivalent net interest income ⁽²⁾	$	93,051		$	80,511		$	268,246		$	241,771
Fee-based revenues	38,466			33,118			107,994			93,332
Add:
Other income, excluding BOLI income	762			446			2,325			1,957
BOLI income	929			926			2,676			3,263
Tax-equivalent adjustment of BOLI income	619			617			1,784			2,175
Total	$	133,827		$	115,618		$	383,025		$	342,498
Efficiency ratio	60.83		%	63.20		%	62.12		%	63.10		%



	Quarters Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Return on Average Common and Tangible Common Equity
Net income applicable to common shares	$	28,078		$	23,058		$	70,805		$	65,037
Intangibles amortization	1,245			973			3,475			2,949
Tax effect of intangibles amortization	(498		)	(389		)	(1,390		)	(1,180		)
Net income applicable to common shares, excluding intangibles amortization	28,825			23,642			72,890			66,806
Net gain on sale-leaseback transaction	(5,509		)	—			(5,509		)	—
Tax effect of gain on sale-leaseback transaction	2,204			—			2,204			—
Acquisition and integration related expenses	1,172			—			6,810			—
Tax effect of acquisition and integration related expenses	(469		)	—			(2,724		)	—
Net income applicable to common shares, excluding intangibles amortization and certain significant transactions ⁽¹⁾	$	26,223		$	23,642		$	73,671		$	66,806
Average stockholders' common equity	$	1,261,702		$	1,134,967		1,225,396			$	1,124,493
Less: average intangible assets	(369,281		)	(331,720		)	(361,697		)	(332,692		)
Average tangible common equity	$	892,421		$	803,247		$	863,699		$	791,801
Return on average common equity ⁽³⁾	8.85		%	8.06		%	7.72		%	7.73		%
Return on average tangible common equity ⁽³⁾	12.85		%	11.68		%	11.27		%	11.28		%
Return on average tangible common equity, excluding certain significant transactions ⁽¹⁾ ⁽³⁾	11.69		%	11.68		%	11.39		%	11.28		%
Return on Average Assets
Net income	$	28,402		$	23,284		$	71,631		$	65,740
Net gain on sale-leaseback transaction	(5,509		)	—			(5,509		)	—
Tax effect of gain on sale-leaseback transaction	2,204			—			2,204			—
Acquisition and integration related expenses	1,172			—			6,810			—
Tax effect of acquisition and integration related expenses	(469		)	—			(2,724		)	—
Net income, excluding certain significant transactions ⁽¹⁾	$	25,800		$	23,284		$	72,412		$	65,740
Average assets	$	11,322,325		$	9,875,632		$	10,784,532		$	9,661,483
Return on average assets ⁽³⁾	1.00		%	0.94		%	0.89		%	0.91		%
Return on average assets, excluding certain significant transactions ^{(1) (3)}	0.91		%	0.94		%	0.90		%	0.91		%



	As of
	September 30, 2016			December 31, 2015
Tangible Common Equity
Stockholders' equity	$	1,269,264		$	1,146,268
Less: goodwill and other intangible assets	(367,961		)	(339,277		)
Tangible common equity	901,303			806,991
Less: accumulated other comprehensive income ("AOCI")	13,402			28,389
Tangible common equity, excluding AOCI	$	914,705		$	835,380
Total assets	$	11,578,197		$	9,732,676
Less: goodwill and other intangible assets	(367,961		)	(339,277		)
Tangible assets	$	11,210,236		$	9,393,399
Risk-weighted assets	$	9,867,406		$	8,687,864
Tangible common equity to tangible assets	8.04		%	8.59		%
Tangible common equity, excluding AOCI, to tangible assets	8.16		%	8.89		%
Tangible common equity to risk-weighted assets	9.13		%	9.29		%


⁽¹⁾	Certain significant transactions include the net gain on sale-leaseback transaction and acquisition and integration related expenses associated with completed and pending acquisitions.


⁽²⁾	Presented on a tax-equivalent basis, which reflects federal and state tax benefits.


⁽³⁾	Annualized based on the actual number of days for each period presented.

CRITICAL ACCOUNTING ESTIMATES

Our accounting and reporting policies conform to GAAP and general practices within the banking industry. Application of GAAP requires management to make estimates, assumptions, and judgments based on information available as of the date of the financial statements that affect the amounts reported in the financial statements and accompanying notes. Critical accounting estimates are those estimates that management believes are the most important to our financial position and results of operations. Future changes in information may impact these estimates, assumptions, and judgments, which may have a material effect on the amounts reported in the financial statements.

For additional information regarding critical accounting estimates, see the "Summary of Significant Accounting Policies," presented in Note 1 to the Consolidated Financial Statements and the section titled "Critical Accounting Estimates" in Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's 2015 10-K. There have been no significant changes in the Company's application of critical accounting estimates related to the allowance for credit losses, valuation of securities, income taxes, and goodwill and other intangible assets since December 31, 2015.

PERFORMANCE OVERVIEW

Sale-Leaseback Transaction

On September 27, 2016, the Bank completed a sale-leaseback transaction, whereby the Bank sold to Oak Street Real Estate Capital, LLC ("Oak Street") for an aggregate cash purchase price of $150.3 million, 55 properties owned and operated by the Bank as branches. Upon the sale of the branches to Oak Street, the Bank concurrently entered into triple net lease agreements with certain affiliates of Oak Street for each of the branches sold. Subject to the right of the Bank to terminate certain of the lease agreements at the end of the eleventh year, the lease agreements have initial terms of 14 years. Each lease agreement provides the Bank with five consecutive renewal options of five years each. The sale-leaseback transaction resulted in a pre-tax gain of $88.0 million, net of transaction related expenses, of which $5.5 million was immediately recognized in earnings with the remaining $82.5 million to be accreted into income on a straight-line basis over the initial terms of the leases. The Company expects the investment of proceeds and the gain from the sale of the branches, net of occupancy expenses associated with the branches, will be modestly accretive to the Company's earnings over the initial term of the lease agreements.

Issuance of Subordinated Notes

On September 29, 2016, the Company completed the issuance and sale of $150.0 million aggregate principal amount of its 5.875% subordinated notes due 2026. Interest on the notes is payable semiannually on March 29 and September 29, beginning on March 29, 2017. The Company received proceeds of $146.5 million, net of underwriting discounts and commissions and issuance costs. The Company expects to use the net proceeds to repay at maturity the entire $115.0 million aggregate principal amount outstanding of its 5.875% senior notes due November 22, 2016, plus accrued interest, and for other general corporate purposes.

Pending Acquisition

Standard Bancshares, Inc.

On June 28, 2016, the Company entered into a definitive agreement to acquire Standard Bancshares, Inc. ("Standard"), the holding company for Standard Bank and Trust Company. With the acquisition, the Company would acquire 35 banking offices located primarily in the southwest Chicago suburbs and adjacent markets in northwest Indiana. As of June 30, 2016, Standard had total assets of approximately $2.5 billion with $2.2 billion in deposits, of which over 90% were core deposits, and $1.8 billion in loans, of which 80% were commercial-related. The merger agreement provides for a fixed exchange ratio of 0.4350 shares of First Midwest common stock for each share of Standard common stock. As of the date of announcement, the overall transaction was valued at approximately $365 million, including Standard's common stock, stock options, phantom stock, and stock settled rights. The acquisition is expected to close in late 2016 or early 2017, subject to customary regulatory approvals and closing conditions, as well as the approval of the Company's and Standard's shareholders.

Completed Acquisitions

NI Bancshares Corporation

On March 8, 2016, the Company completed ~~the~~its acquisition of NI Bancshares Corporation ("NI Bancshares"), the holding company for The National Bank & Trust Company of Sycamore. With the acquisition, the Company obtained ten banking offices in northern Illinois, and added approximately $400 million in loans and $600 million in deposits. In addition, the Company acquired over $700 million in trust assets under management, which increased the Company's trust assets under management by approximately 10%. The merger consideration totaled $70.1 million and consisted of $54.9 million in Company common stock and $15.2 million in cash.

Peoples Bancorp, Inc.

On December 3, 2015, the Company completed its acquisition of Peoples Bancorp, Inc. ("Peoples") and its wholly-owned banking subsidiary, The ~~conversion~~Peoples' Bank of ~~operating systems is substantially complete.~~Arlington Heights. With the acquisition, the Company acquired two banking offices in Arlington Heights, Illinois, and approximately $92 million in deposits and $54 million in loans. The merger consideration totaled $16.8 million and was paid in cash.

Table 1

Selected Financial Data

(~~Dollar and share amounts~~Amounts in thousands, except per share data)


	Quarters Ended March 31,						Quarters Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015			2016			2015
Operating Results
Interest income	$	87,548		$	82,469		$	97,906		$	84,292		$	282,004		$	251,317
Interest expense	6,834			5,687			6,934			6,390			20,337			17,731
Net interest income	80,714			76,782			90,972			77,902			261,667			233,586
Provision for loan losses	7,593			6,552			9,998			4,100			25,676			16,652
Noninterest income	35,926			31,101			45,853			35,014			119,601			100,103
Noninterest expense	82,589			72,657			82,888			74,365			246,831			220,473
Income before income tax expense	26,458			28,674			43,939			34,451			108,761			96,564
Income tax expense	8,496			8,792			15,537			11,167			37,130			30,824
Net income	$	17,962		$	19,882		$	28,402		$	23,284		$	71,631		$	65,740
Weighted-average diluted common shares outstanding	77,992			76,930			80,409			77,119			79,602			77,051
Diluted earnings per common share	$	0.23		$	0.26		$	0.35		$	0.30		$	0.89		$	0.84
Performance Ratios ⁽¹⁾
Return on average common equity	6.06		%	7.15		%
Return on average tangible common equity ⁽²⁾	8.87		%	10.52		%
Return on average assets	0.72		%	0.85		%
Tax-equivalent net interest margin ⁽³⁾	3.66		%	3.79		%
Efficiency ratio ⁽⁴⁾	64.82		%	64.46		%
Diluted earnings per common share, excluding certain significant transactions ⁽¹⁾⁽²⁾							$	0.32		$	0.30		$	0.90		$	0.84
Performance Ratios
Return on average common equity ⁽³⁾							8.85		%	8.06		%	7.72		%	7.73		%
Return on average tangible common equity ^{(2) (3)}							12.85		%	11.68		%	11.27		%	11.28		%
Return on average tangible common equity, excluding certain significant transactions ^{(1) (2) (3)}							11.69		%	11.68		%	11.39		%	11.28		%
Return on average assets ^{(2) (3)}							1.00		%	0.94		%	0.89		%	0.91		%
Return on average assets, excluding certain significant transactions ^{(1) (2) (3)}							0.91		%	0.93		%	0.90		%	0.90		%
Tax-equivalent net interest margin ^(2)(3)(4)							3.60		%	3.58		%	3.66		%	3.70		%
Efficiency ratio ⁽²⁾							60.83		%	63.20		%	62.12		%	63.10		%


⁽¹⁾	Certain significant transactions include the net gain on sale-leaseback transaction and acquisition and integration related expenses associated with completed and pending acquisitions.


⁽²⁾	These ratios are non-GAAP metrics. For a discussion of non-GAAP financial measures, see the section of this Item 2 titled "Non-GAAP Financial Information and Reconciliations."


⁽³⁾	All ratios are presented on an annualized basis.

⁽²⁾

Return on average tangible common equity expresses net income available to common stockholders excluding intangibles amortization expense, net of tax, as a percentage of tangible common equity ("TCE"). Intangibles amortization expense, net of tax, totaled $591,000 for the quarter ended March 31, 2016, and $599,000 for the same period in 2015. TCE represents average stockholders' equity less average goodwill and other intangible assets.


⁽³⁾⁽⁴⁾	See the section of this Item 2 titled "Earnings Performance" below for ~~the~~additional discussion and calculation of this metric.

⁽⁴⁾

The efficiency ratio expresses noninterest expense, excluding other real estate owned ("OREO") expense, as a percentage of tax-equivalent net interest income plus total fee-based revenues, other income, and tax-equivalent adjusted BOLI income. BOLI income totaled $866,000 and $883,000 for the quarters ended March 31, 2016 and 2015, respectively. In addition, acquisition and integration related expenses of $5.0 million are excluded from the efficiency ratio for the first quarter of 2016.

4349


	As of									March 31, 2016 Change from				As of									September 30, 2016 Change From
	March 31, 2016			December 31, 2015			March 31, 2015			December 31, 2015		March 31, 2015		September 30, 2016			December 31, 2015			September 30, 2015			December 31, 2015			September 30, 2015
Balance Sheet Highlights
Total assets	$	10,728,922		$	9,732,676		$	9,498,596		$	996,246	$	1,230,326	$	11,578,197		$	9,732,676		$	9,935,046		$	1,845,521		$	1,643,151
Total loans	7,822,555			7,161,715			6,804,351			660,840		1,018,204		8,171,782			7,161,715			6,925,699			1,010,067			1,246,083
Total deposits	8,780,818			8,097,738			7,914,679			683,080		866,139		9,106,104			8,097,738			8,296,450			1,008,366			809,654
Core deposits	7,493,696			6,944,272			6,673,534			549,424		820,162		7,872,364			6,944,272			7,137,064			928,092			735,300
Loans to deposits	89.1		%	88.4		%	86.0		%					89.7		%	88.4		%	83.5		%
Core deposits to total deposits	85.3		%	85.8		%	84.3		%					86.5		%	85.8		%	86.0		%

Asset Quality Highlights ⁽¹⁾
Non-accrual loans														$	43,797		$	28,875		$	32,308		$	14,922		$	11,489
90 days or more past due loans, still accruing interest														4,318			2,883			4,559			1,435			(241		)
Total non-performing loans														48,115			31,758			36,867			16,357			11,248
Accruing troubled debt restructurings ("TDRs")														2,368			2,743			2,771			(375		)	(403		)
OREO														27,986			27,349			31,129			637			(3,143		)
Total non-performing assets														$	78,469		$	61,850		$	70,767		$	16,619		$	7,702
30-89 days past due loans														$	25,849		$	16,329		$	28,629		$	9,520		$	(2,780	)
Non-performing assets to loans plus OREO														0.96		%	0.86		%	1.02		%
Allowance for Credit Losses
Allowance for credit losses														$	86,308		$	74,855		$	73,725		$	11,453		$	12,583
Allowance for credit losses to total loans ⁽²⁾														1.06		%	1.05		%	1.06		%
Allowance for credit losses to non-accrual loans ⁽¹⁾														194.11		%	253.57		%	215.45		%

As of March 31, 2016
Change from
March 31,
2016 December 31,
2015 March 31,
2015 December 31,
2015 March 31,
2015
Asset Quality Highlights ⁽¹⁾

Non-accrual loans $ 31,383
$ 28,875
$ 48,077
$ 2,508
$ (16,694 )
90 days or more past due loans
  (still accruing interest)
5,483
2,883
3,564
2,600
1,919
Total non-performing loans 36,866
31,758
51,641
5,108
(14,775 )
Accruing troubled debt
  restructurings ("TDRs")
2,702
2,743
3,581
(41 ) (879 )
OREO 29,238
27,349
26,042
1,889
3,196
Total non-performing assets $ 68,806
$ 61,850
$ 81,264
$ 6,956
$ (12,458 )
30-89 days past due loans
  (still accruing interest)
$ 29,826
$ 16,329
$ 18,631
$ 13,497
$ 11,195
Non-performing assets to loans plus
  OREO
0.88 % 0.86 % 1.20 %

Allowance for Credit Losses
Allowance for credit losses $ 78,375
$ 74,855
$ 72,806
$ 3,520
$ 5,569
Allowance for credit losses to
  total loans ⁽²⁾
1.00 % 1.05 % 1.07 %
Allowance for credit losses to
  non-accrual loans ⁽¹⁾
244.74 % 253.57 % 139.62 %

⁽¹⁾

These amounts and ratios exclude loans and OREO acquired through the Company's Federal Deposit Insurance Corporation ("FDIC")-assisted transactions subject to loss sharing agreements ("covered loans" and "covered OREO"). For a discussion of covered loans, see Note 1 and Note 6 of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q. Asset quality, including covered loans and covered OREO, is included in the section of this Item 2 titled "Loan Portfolio and Credit Quality."

⁽²⁾

This ratio includes acquired loans that are recorded at fair value through an acquisition adjustment, which incorporates credit risk as of the acquisition date with no allowance for credit losses being established at that time. As the acquisition adjustment is accreted into income over future periods, an allowance for credit losses is established as necessary to reflect credit deterioration. A discussion of the allowance for acquired loan losses and the related acquisition adjustment is presented in the section titled "Loan Portfolio and Credit Quality."

Net income for the third quarter and first ~~quarter~~nine months of 2016 ~~was $18.0~~were $28.4 million, or ~~$0.23~~$0.35 per share, ~~compared to $19.9~~and $71.6 million, or ~~$0.26~~$0.89 per share, ~~for the first quarter of 2015.~~respectively. Performance for the third quarter and first ~~quarter~~nine months of 2016 ~~was~~were impacted by certain significant transactions, which include acquisition and integration related pre-tax expenses of ~~$5.0 million.~~$1.2 million and $6.8 million, respectively, and the pre-tax net gain of $5.5 million on the sale-leaseback transaction, which was realized during the third quarter of 2016. Excluding these ~~expenses, net income~~transactions, earnings per share was $0.32 for the third quarter of 2016 compared to $0.30 for the third quarter of 2015 and $0.90 for the first ~~quarter~~nine months of 2016 ~~was $21.0 million, or $0.27 per share~~ compared to ~~$0.26 per share~~$0.84 for the ~~first quarter of~~same period in 2015. The increase in net income and earnings per share, excluding certain significant transactions, reflects the benefit of acquisitions completed in the fourth quarter of 2015 and first quarter of 2016, loan growth, ~~and~~ growth in fee-based ~~revenues.~~revenues, and controlled expenses. A discussion of net interest income, noninterest income, and noninterest expense is presented in the following section titled "Earnings Performance."

Total loans of ~~$7.8~~$8.2 billion grew ~~$660.8 million,~~by $1.0 billion, or ~~9.2%~~14.1%, from December 31, 2015. This growth was driven by ~~the acquisition of NI Bancshares, which represents $395.8 million of loans at March 31, 2016, and~~ strong sales production from the corporate and consumer lending ~~teams.~~teams and the acquisition of NI Bancshares, which represents $299.7 million of loans at September 30, 2016.

~~Total non-performing~~Non-performing assets to loans plus OREO, excluding covered loans and covered OREO, ~~increased by $7.0 million, or 11.2%, from~~was 0.96% at September 30, 2016, compared to 0.86% at December 31, 2015 and ~~decreased by $12.5 million, or 15.3%,~~down from ~~March 31,~~1.02% at September 30, 2015. See the "Loan Portfolio and Credit Quality" section below for further discussion of our loan portfolio, non-accrual loans, 90 days or more past due loans, TDRs, and OREO.

EARNINGS PERFORMANCE

Net Interest Income

Net interest income is our primary source of revenue and is impacted by interest rates and the volume and mix of interest-earning assets and interest-bearing liabilities. The accounting policies for the recognition of interest income on loans, securities, and other interest-earning assets are presented in Note 1 to the Consolidated Financial Statements of our 2015 10-K.

Our accounting and reporting policies conform to GAAP and general practices within the banking industry. For purposes of this discussion, both net interest income and net interest margin have been adjusted to a fully tax-equivalent basis to more appropriately compare the returns on certain tax-exempt loans and securities to those on taxable interest-earning assets. The effect of this adjustment is at the bottom of Tables 2 and 3. Although we believe that these non-GAAP financial measures enhance investors' understanding of our business and performance, they should not be considered an alternative to GAAP. ~~The effect~~For a discussion of non-GAAP financial measures, see the section of this ~~adjustment is at the bottom of Table 2.~~Item 2 titled "Non-GAAP Financial Information and Reconciliations."

Table 2 summarizes our average interest-earning assets and interest-bearing liabilities for the quarters ended ~~March 31,~~September 30, 2016 and 2015, the related interest income and interest expense for each earning asset category and funding source, and the average interest rates earned and paid. Table 2 also details differences in interest income and expense from the prior quarter and the extent to which any changes are attributable to volume and rate fluctuations. Table 3 presents this same information for the nine months ended September 30, 2016 and 2015.

4551

Table 2

Net Interest Income and Margin Analysis

(Dollar amounts in thousands)


	Quarters Ended March 31,														Attribution of Change in Net Interest Income									Quarters Ended September 30,														Attribution of Change in Net Interest Income
	2016							2015							Attribution of Change in Net Interest Income									2016							2015							Attribution of Change in Net Interest Income
	Average Balance			Interest			Yield/ Rate (%)	Average Balance			Interest			Yield/ Rate (%)	Volume			Yield/ Rate			Total			Average Balance			Interest			Yield/ Rate (%)	Average Balance			Interest			Yield/ Rate (%)	Volume			Yield/ Rate			Total
Assets
Other interest-earning assets	$	241,645		$	342		0.57	$	522,232		$	398		0.31	$	(398	)	$	342		$	(56	)	$	282,101		$	472		0.67	$	820,318		$	645		0.31	$	(900	)	$	727		$	(173	)
Securities ⁽¹⁾	1,495,462			9,998			2.67	1,218,117			10,411			3.42	2,404			(2,817		)	(413		)	1,896,195			10,752			2.27	1,194,711			9,559			3.20	1,444			(251		)	1,193
Federal Home Loan Bank ("FHLB") and Federal Reserve Bank stock	39,773			159			1.60	37,822			357			3.78	19			(217		)	(198		)
Federal Home Loan Bank ("FHLB") and Federal Reserve Bank ("FRB") stock																								51,451			261			2.03	38,748			369			3.81	256			(364		)	(108		)
Loans ^(1)(2)(3)	7,346,035			79,356			4.34	6,740,399			74,186			4.46	6,506			(1,336		)	5,170			8,067,900			88,500			4.36	6,887,611			76,328			4.40	12,261			(89		)	12,172
Total interest-earning assets ⁽¹⁾⁽²⁾	9,122,915			89,855			3.96	8,518,570			85,352			4.06	8,531			(4,028		)	4,503			10,297,647			99,985			3.87	8,941,388			86,901			3.86	13,061			23			13,084
Cash and due from banks	133,268							124,730																150,467							132,504
Allowance for loan losses	(75,654		)					(73,484		)														(84,088		)					(73,928		)
Other assets	876,316							891,925																958,299							875,668
Total assets	$	10,056,845						$	9,461,741															$	11,322,325						$	9,875,632
Liabilities and Stockholders' Equity	Liabilities and Stockholders' Equity																							Liabilities and Stockholders' Equity
Savings deposits	$	1,575,174		283			0.07	$	1,426,546		268			0.08	26			(11		)	15			$	1,655,604		298			0.07	$	1,471,003		269			0.07	29			—			29
NOW accounts	1,448,666			200			0.06	1,365,494			170			0.05	10			20			30			1,754,330			338			0.08	1,405,371			172			0.05	50			116			166
Money market deposits	1,583,898			465			0.12	1,521,762			489			0.13	22			(46		)	(24		)	1,680,886			450			0.11	1,589,582			490			0.12	31			(71		)	(40		)
Time deposits	1,183,463			1,437			0.49	1,266,562			1,598			0.51	(161		)	—			(161		)	1,248,425			1,434			0.46	1,173,127			1,398			0.47	81			(45		)	36
Borrowed funds	303,232			1,316			1.75	127,571			18			0.06	1,268			30			1,298			605,177			1,782			1.17	168,807			928			2.18	1,041			(187		)	854
Senior and subordinated debt	201,253			3,133			6.26	200,910			3,144			6.35	5			(16		)	(11		)	166,101			2,632			6.30	201,083			3,133			6.18	(555		)	54			(501		)
Total interest-bearing liabilities	6,295,686			6,834			0.44	5,908,845			5,687			0.39	1,170			(23		)	1,147			7,110,523			6,934			0.39	6,008,973			6,390			0.42	677			(133		)	544
Demand deposits	2,463,017							2,312,431																2,806,851							2,601,442
Total funding sources	8,758,703							8,221,276																9,917,374							8,610,415
Other liabilities	119,554							125,703																143,249							130,250
Stockholders' equity - common	1,178,588							1,114,762																1,261,702							1,134,967
Total liabilities and stockholders' equity	$	10,056,845						$	9,461,741															$	11,322,325						$	9,875,632
Tax-equivalent net interest income/margin ⁽¹⁾				83,021			3.66				79,665			3.79	$	7,361		$	(4,005	)	$	3,356					93,051			3.60				80,511			3.58	$	12,384		$	156		$	12,540
Tax-equivalent adjustment				(2,307		)					(2,883		)														(2,079		)					(2,609		)
Net interest income (GAAP)				$	80,714						$	76,782															$	90,972						$	77,902


⁽¹⁾	Interest income and yields are presented on a tax-equivalent basis, assuming a federal income tax rate of 35%. For a discussion of non-GAAP financial measures, see the section of this Item 2 titled "Non-GAAP Financial Information and Reconciliations."

⁽²⁾

Non-accrual loans, including covered loans, which totaled ~~$31.9~~$44.3 million as of ~~March 31,~~September 30, 2016 and ~~$52.6~~$33.6 million as of ~~March 31,~~September 30, 2015, are included in loans for purposes of this analysis. Additional detail regarding non-accrual loans is presented in the following section of this Item 2 titled "Non-performing Assets and Corporate Performing Potential Problem Loans."


⁽³⁾	This item includes covered loans and the related FDIC indemnification asset. For additional discussion, see Note 1 and Note 6 of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q.

~~For the first quarter of 2016, total~~

Table 3

Net Interest Income and Margin Analysis

(Dollar amounts in thousands)



	Nine Months Ended September 30,														Attribution of Change in Net Interest Income
	2016							2015							Attribution of Change in Net Interest Income
	Average Balance			Interest			Yield/ Rate (%)	Average Balance			Interest			Yield/ Rate (%)	Volume			Yield/ Rate			Total
Assets
Other interest-earning assets	$	274,923		$	1,240		0.60	$	671,794		$	1,559		0.31	$	(1,790	)	$	1,471		$	(319	)
Securities ⁽¹⁾	1,705,180			31,386			2.45	1,196,695			29,762			3.32	4,116			(2,492		)	1,624
FHLB and FRB stock	44,620			620			1.85	38,442			1,094			3.79	217			(691		)	(474		)
Loans ^(1)(2)(3)	7,767,015			255,337			4.39	6,815,136			227,087			4.46	31,304			(3,054		)	28,250
Total interest-earning assets ⁽¹⁾⁽²⁾	9,791,738			288,583			3.94	8,722,067			259,502			3.98	33,847			(4,766		)	29,081
Cash and due from banks	146,158							130,166
Allowance for loan losses	(80,116		)					(73,761		)
Other assets	926,752							883,011
Total assets	$	10,784,532						$	9,661,483
Liabilities and Stockholders' Equity
Savings deposits	$	1,628,879		873			0.07	$	1,456,160		799			0.07	74			—			74
NOW accounts	1,606,765			783			0.07	1,383,604			506			0.05	158			119			277
Money market deposits	1,645,237			1,369			0.11	1,556,436			1,449			0.12	156			(236		)	(80		)
Time deposits	1,236,571			4,362			0.47	1,218,344			4,502			0.49	142			(282		)	(140		)
Borrowed funds	457,133			4,597			1.34	145,611			1,064			0.98	3,193			340			3,533
Senior and subordinated debt	176,691			8,353			6.32	200,998			9,411			6.26	(1,117		)	59			(1,058		)
Total interest-bearing liabilities	6,751,276			20,337			0.40	5,961,153			17,731			0.40	2,606			—			2,606
Demand deposits	2,681,021							2,451,597
Total funding sources	9,432,297							8,412,750
Other liabilities	126,839							124,240
Stockholders' equity - common	1,225,396							1,124,493
Total liabilities and stockholders' equity	$	10,784,532						$	9,661,483
Tax-equivalent net interest income/margin ⁽¹⁾				268,246			3.66				241,771			3.70	$	31,241		$	(4,766	)	$	26,475
Tax-equivalent adjustment				(6,579		)					(8,185		)
Net interest income (GAAP)				$	261,667						$	233,586


⁽¹⁾	Interest income and yields are presented on a tax-equivalent basis, assuming a federal income tax rate of 35%. For a discussion of non-GAAP financial measures, see the section of this Item 2 titled "Non-GAAP Financial Information and Reconciliations."


⁽²⁾	Non-accrual loans, including covered loans, which totaled $44.3 million as of September 30, 2016 and $33.6 million as of September 30, 2015, are included in loans for purposes of this analysis. Additional detail regarding non-accrual loans is presented in the following section of this Item 2 titled "Non-performing Assets and Corporate Performing Potential Problem Loans."


⁽³⁾	This item includes covered loans and the related FDIC indemnification asset. For additional discussion, see Note 1 and Note 6 of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q.

Total average interest-earning assets ~~rose~~for the third quarter and first nine months of 2016 increased by ~~$604.3 million from~~$1.4 billion and $1.1 billion, respectively, compared to the ~~first quarter of 2015,~~same periods in 2015. The increase compared to both prior periods presented was driven primarily by organic loan growth ~~purchased securities,~~ and security purchases, as well as $528.8 million of interest-earning assets acquired in ~~the NI Bancshares transaction during first quarter of 2016.~~

~~Total average funding sources increased by $537.4 million from the first quarter of 2015. The increase resulted primarily from deposits acquired from~~ the NI Bancshares transaction late in the first quarter of 2016, and $96.2 million of interest-earning assets acquired in the Peoples ~~Bancorp, Inc. ("Peoples")~~ transaction late in the fourth quarter of ~~2015,~~2015.

For the third quarter and first nine months of 2016, total average funding sources increased by $1.3 billion and $1.0 billion, respectively, compared to the same periods in 2015. Compared to both prior periods, the increase resulted primarily from deposits acquired in the NI Bancshares and Peoples transactions and the addition of ~~$262.5~~$515.1 million of FHLB advances during the first ~~quarter~~nine months of 2016.

4653

Tax-equivalent net interest margin for the ~~current~~third quarter and first nine months of 2016 was 3.60% and 3.66%, respectively, increasing 2 basis points from the third quarter of 2015 and decreasing 134 basis points from the first nine months of 2015. Compared to the third quarter of 2015, ~~due primarily to lower~~the increase in tax-equivalent net interest margin was driven by higher accretion on acquired loans and the maturity of $38.5 million of subordinated notes early in the second quarter of 2016, which were partially offset by the continued shift in the loan mix to floating rate loans. The decrease in net interest margin compared to the first nine months of 2015 was due primarily to the continued shift in the loan mix to floating rate loans and lower covered loan income, ~~and~~partially offset by the ~~continued shift to floating rate loans, which more than offset the redeployment~~reinvestment of other interest-earning assets into higher yielding ~~loans~~securities and ~~securities.~~loans.

Net interest income increased by ~~5.1%~~16.8% and 12.0% from the third quarter and first ~~quarter~~nine months of 2015, ~~reflecting~~respectively. Compared to both prior periods, the increase in ~~average loans~~net interest income was driven primarily by organic loan growth and the acquisition of ~~9.0%~~interest-earning assets from the ~~same period.~~NI Bancshares and Peoples transactions.

Acquired loan accretion contributed ~~$1.4~~$3.8 million and ~~$2.3~~$9.1 million to net interest income for the third quarter and first ~~quarter~~nine months of 2016, respectively, and $1.8 million and $7.7 million for the ~~first quarter of 2015, respectively.~~same periods in 2015.

Noninterest Income

A summary of noninterest income for the quarters and nine months ended ~~March 31,~~September 30, 2016 and 2015 ~~are~~is presented in the following table.

Table 34

Noninterest Income Analysis

(Dollar amounts in thousands)


	Quarters Ended March 31,						Quarters Ended September 30,						Nine Months Ended September 30,
	2016		2015		% Change		2016		2015		% Change		2016		2015		% Change
Service charges on deposit accounts	$	9,473	$	9,271	2.2		$	10,708	$	10,519	1.8		$	30,350	$	29,676	2.3
Wealth management fees	7,559		7,014		7.8		8,495		7,222		17.6		24,696		21,669		14.0
Card-based fees ⁽¹⁾	6,718		6,402		4.9		7,332		6,868		6.8		21,642		20,223		7.0
Merchant servicing fees ⁽²⁾	3,028		2,665		13.6		3,319		3,207		3.5		9,517		8,810		8.0
Mortgage banking income	1,368		1,123		21.8		3,394		1,402		142.1		6,625		3,964		67.1
Other service charges, commissions, and fees	5,448		2,166		151.5		5,218		3,900		33.8		15,164		8,990		68.7
Total fee-based revenues	33,594		28,641		17.3		38,466		33,118		16.1		107,994		93,332		15.7
Other income ⁽³⁾	1,445		1,948		(25.8	)
Net gain on sale-leaseback transaction							5,509		—		100.0		5,509		—		100.0
Net securities gains ⁽⁴⁾⁽³⁾	887		512		73.2		187		524		(64.3	)	1,097		1,551		(29.3	)
Other income ⁽⁴⁾							1,691		1,372		23.3		5,001		5,220		(4.2	)
Total noninterest income	$	35,926	$	31,101	15.5		$	45,853	$	35,014	31.0		$	119,601	$	100,103	19.5


⁽¹⁾	Card-based fees consist of debit and credit card interchange fees for processing transactions as well as various fees on both customer and non-customer automated teller machine ("ATM") and point-of-sale transactions processed through the ATM and point-of-sale networks.


⁽²⁾	Merchant servicing fees are included in other service charges, commissions, and fees in the Condensed Consolidated Statements of Income. The related merchant card expense is included in noninterest expense for each period presented.


⁽³⁾	For a discussion of this item, see the section of this Item 2 titled "Investment Portfolio Management."


⁽⁴⁾	Other income consists of various items, including BOLI income, safe deposit box rentals, miscellaneous recoveries, and gains on the sales of various assets.


⁽⁴⁾	~~For a discussion of this item, see the section of this Item 2 titled "Investment Portfolio Management~~."

Total noninterest income ~~of $35.9 million~~ increased by ~~15.5%~~31.0% and 19.5% from the third quarter and first ~~quarter~~nine months of ~~2015.~~2015, respectively. Total fee-based revenues for the third quarter and first nine months of ~~$33.6 million~~2016 grew ~~17.3% compared to~~by 16.1% and 15.7%, respectively, from the ~~first quarter of~~same periods in 2015, reflecting growth across all categories.

~~Continued sales of fiduciary and investment advisory services to new and existing customers drove the rise in wealth management fees compared~~Compared to the third quarter and first ~~quarter~~nine months of ~~2015. In addition,~~2015, approximately half and one third, respectively, of the increases in fee-based revenues for each period were driven by services provided to customers acquired in the NI Bancshares and Peoples transactions. In addition, card-based fees increased as a result of higher transaction which added over $700.0 million in trust assets under management, contributed approximately $260,000 to wealth management fees in the first quarter of 2016. As of March 31, 2016 trust assets under management totaled $8.1 billion.

Mortgage banking income resulted from sales of $38.7 million of 1-4 family mortgage loans in the secondary market during the first quarter of 2016 compared to $34.5 million in the first quarter of 2015.

~~The increase in~~volumes and other service charges, commissions, and fees ~~compared~~grew due to ~~the first quarter of 2015 was due primarily to the~~ sales of capital market products to commercial ~~clients and gains~~clients. Gains realized on the sale of equipment financing contracts originated by First Midwest Equipment ~~Finance.~~Finance also contributed to the increase compared to the first nine months of 2015.

4754

Mortgage banking income resulted from sales of $107.3 million and $198.0 million of 1-4 family mortgage loans in the secondary market during the third quarter and first nine months of 2016 compared to $42.2 million and $128.6 million for the same periods in 2015.

During the third quarter of 2016, the Company completed a sale-leaseback transaction of 55 branches that resulted in a pre-tax gain of $88.0 million, net of transaction related expenses, of which $5.5 million was immediately recognized and the remaining $82.5 million was deferred and will be accreted against lease expense over the initial terms of the leases.

Noninterest Expense

A summary of noninterest expense for the quarters and nine months ended ~~March 31,~~September 30, 2016 and 2015 ~~are~~is presented in the following table.

Table 45

Noninterest Expense Analysis

(Dollar amounts in thousands)


	Quarters Ended March 31,								Quarters Ended September 30,								Nine Months Ended September 30,
	2016			2015			% Change		2016			2015			% Change		2016			2015			% Change
Salaries and employee benefits:
Salaries and wages	$	36,296		$	32,794		10.7		$	37,872		$	33,554		12.9		$	112,084		$	99,444		12.7
Retirement and other employee benefits	8,298			7,922			4.7		8,500			7,807			8.9		25,149			22,927			9.7
Total salaries and employee benefits	44,594			40,716			9.5		46,372			41,361			12.1		137,233			122,371			12.1
Net occupancy and equipment expense	9,697			10,436			(7.1	)	10,755			9,406			14.3		30,380			29,464			3.1
Professional services	5,920			5,109			15.9		6,772			6,172			9.7		17,984			16,603			8.3
Technology and related costs	3,701			3,687			0.4		3,881			3,673			5.7		11,251			10,887			3.3
Merchant card expense⁽¹⁾⁽²⁾	2,598			2,197			18.3		2,857			2,722			5.0		8,179			7,391			10.7
Advertising and promotions ⁽¹⁾	1,589			1,223			29.9		1,941			1,828			6.2		5,457			5,395			1.1
Cardholder expenses ⁽¹⁾									1,515			1,354			11.9		4,386			3,914			12.1
Net OREO expense	664			1,204			(44.9	)	313			1,290			(75.7	)	2,099			4,355			(51.8	)
Cardholder expenses ⁽¹⁾	1,359			1,268			7.2
Other expenses ⁽¹⁾	7,447			6,817			9.2		7,310			6,559			11.4		23,052			20,093			14.7
Acquisition and integration related expenses	5,020			—			—		1,172			—			100.0		6,810			—			100.0
Total noninterest expense	$	82,589		$	72,657		13.7		$	82,888		$	74,365		11.5		$	246,831		$	220,473		12.0
Efficiency ratio ⁽³⁾	64.8		%	64.5		%			61		%	63		%			62		%	63		%


⁽¹⁾	These line items are included in other expense in the Condensed Consolidated Statements of Income.


⁽²⁾	The related merchant servicing fees are included in noninterest income for each period presented.

⁽³⁾

The efficiency ratio ~~expresses noninterest expense, excluding OREO expense, as~~is a ~~percentage~~non-GAAP metric. For a discussion of ~~tax-equivalent net interest income plus total fee-based revenues, other income,~~non-GAAP financial measures, see the section of this Item 2 titled "Non-GAAP Financial Information and tax-equivalent adjusted BOLI income. BOLI income totaled $866,000 and $883,000 for the quarters ended March 31, 2016 and 2016, respectively. In addition, acquisition and integration related expenses of $5.0 million are excluded from the efficiency ratio for the first quarter of 2016.Reconciliations."

~~Total~~The efficiency ratio improved to 61% and 62% for the third quarter and first nine months of 2016, respectively, from 63% for both of the same periods in 2015. Excluding acquisition and integration related expenses, total noninterest expense increased by ~~6.8%~~9.9% and 8.9% compared to the third quarter and first ~~quarter~~nine months of 2015, ~~excluding acquisition~~respectively. Operating costs associated with the NI Bancshares and ~~integration related expenses. This~~Peoples transactions accounted for slightly more than half of the increase ~~was driven primarily by salaries and employee benefits and professional services~~from both periods. In addition, compensation costs associated with merit increases and investments in additional talent and systems to support organizational growth ~~needs, as well as the acquisitions of Peoples and NI Bancshares.~~

~~Compared~~contributed to the first quarter of 2015, total noninterest expense was impacted by operating costs of the 10 banking locations acquired in the NI Bancshares transaction late in the first quarter of 2016, and the impact of the 2 banking locations acquired in the Peoples transaction in the fourth quarter of 2015. These costs primarily occurred within salaries and employee benefits expense and other expenses.rise compared to both prior periods.

Net ~~occupancy and equipment~~OREO expense decreased compared to ~~the first quarter of 2015 due to lower weather-related expenses and maintenance costs.~~

~~The rise in advertising and promotions expense from the first quarter of 2015 reflects the timing of certain advertising costs.~~

~~Compared to the first quarter of 2015, net OREO expense decreased~~both prior periods due to reduced valuation adjustments and lower operating expenses. ~~These~~Compared to the first nine months of 2015, these reductions were partially offset by net losses on sales of OREO properties realized during the first ~~quarter~~nine months of 2016, compared to net gains on sales of OREO properties realized during the ~~first quarter of~~same periods in 2015.

4855

Income Taxes

Our provision for income taxes includes both federal and state income tax expense. An analysis of the provision for income taxes for the quarters and nine months ended September 30, 2016 and 2015 is detailed in the following table.

Table 56

Income Tax Expense Analysis

(Dollar amounts in thousands)


	Quarters Ended March 31,						Quarters Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015			2016			2015
Income before income tax expense	$	26,458		$	28,674		$	43,939		$	34,451		$	108,761		$	96,564
Income tax expense:
Federal income tax expense	$	7,101		$	7,076		$	12,665		$	9,036		$	30,498		$	24,956
State income tax expense	1,395			1,716			2,872			2,131			6,632			5,868
Total income tax expense	$	8,496		$	8,792		$	15,537		$	11,167		$	37,130		$	30,824
Effective income tax rate	32.1		%	30.7		%	35.4		%	32.4		%	34.1		%	31.9		%

The ~~decrease~~increase in total income tax expense and effective tax rate for the quarter and nine months ended ~~March 31,~~September 30, 2016 compared to the same ~~period~~periods in 2015 resulted primarily from ~~lower~~higher levels of income subject to tax at statutory ~~rates. The~~rates and an increase in the state effective tax ~~rate was due primarily to lower levels of tax-exempt income.~~rate.

Our accounting policies for the recognition of income taxes in the Consolidated Statements of Financial Condition and Income are included in Notes 1 and 15 to the Consolidated Financial Statements of our 2015 10-K.

FINANCIAL CONDITION

Investment Portfolio Management

Securities that we have the intent and ability to hold until maturity are classified as securities held-to-maturity and are accounted for using historical cost, adjusted for amortization of premiums and accretion of discounts. Trading securities are carried at fair value and consist of securities held in a grantor trust for our nonqualified deferred compensation plan and are not considered part of the traditional investment portfolio. All other securities are classified as securities available-for-sale and are carried at fair value with unrealized gains and losses, net of related deferred income taxes, recorded in stockholders' equity as a separate component of accumulated other comprehensive loss.

We manage our investment portfolio to maximize the return on invested funds within acceptable risk guidelines, to meet pledging and liquidity requirements, and to adjust balance sheet interest rate sensitivity to mitigate the impact of changes in interest rates on net interest income.

4956

From time to time, we adjust the size and composition of our securities portfolio based on a number of factors, including expected loan growth, anticipated changes in collateralized public funds on account, the interest rate environment, and the related value of various segments of the securities markets. The following table provides a valuation summary of our investment portfolio.

Table 67

Investment Portfolio

(Dollar amounts in thousands)


		As of March 31, 2016								As of December 31, 2015									As of September 30, 2016								As of December 31, 2015
		Amortized Cost		Net Unrealized Gains (Losses)			Fair Value		% of Total	Amortized Cost		Net Unrealized Gains (Losses)			Fair Value		% of Total		Amortized Cost		Net Unrealized Gains (Losses)			Fair Value		% of Total	Amortized Cost		Net Unrealized Gains (Losses)			Fair Value		% of Total
Securities Available-for-Sale	Securities Available-for-Sale																	Securities Available-for-Sale
U.S. treasury securities		$	32,548	$	224		$	32,772	2.0	$	17,000	$	(20	)	$	16,980	1.3		$	43,593	$	204		$	43,797	2.2	$	17,000	$	(20	)	$	16,980	1.3
U.S. agency securities		178,745		1,810			180,555		11.1	86,461		182			86,643		6.6		190,821		2,110			192,931		9.8	86,461		182			86,643		6.6
Collateralized mortgage obligations ("CMOs")		805,533		6,139			811,672		49.9	695,198		(8,013		)	687,185		52.6		1,074,736		6,523			1,081,259		55.1	695,198		(8,013		)	687,185		52.6
Other mortgage-backed securities ("MBSs")		235,287		3,352			238,639		14.7	152,481		1,049			153,530		11.8		319,964		4,520			324,484		16.5	152,481		1,049			153,530		11.8
Municipal securities		321,485		6,525			328,010		20.2	321,437		6,133			327,570		25.1		280,884		5,829			286,713		14.6	321,437		6,133			327,570		25.1
Trust-preferred collateralized debt obligations ("CDOs")		48,301		(17,544		)	30,757		1.9	48,287		(16,758		)	31,529		2.4		47,893		(15,994		)	31,899		1.6	48,287		(16,758		)	31,529		2.4
Equity securities		3,204		(30		)	3,174		0.2	3,282		(83		)	3,199		0.2		3,075		(128		)	2,947		0.2	3,282		(83		)	3,199		0.2
Total securities available-for-sale		$	1,625,103	$	476		$	1,625,579	100.0	$	1,324,146	$	(17,510	)	$	1,306,636	100.0		$	1,960,966	$	3,064		$	1,964,030	100.0	$	1,324,146	$	(17,510	)	$	1,306,636	100.0
Securities Held-to-Maturity	Securities Held-to-Maturity																	Securities Held-to-Maturity
Municipal securities		$	21,051	$	(3,548	)	$	17,503		$	23,152	$	(3,098	)	$	20,054			$	20,337	$	(2,227	)	$	18,110		$	23,152	$	(3,098	)	$	20,054

Portfolio Composition

As of ~~March 31,~~September 30, 2016, our securities available-for-sale portfolio totaled ~~$1.6~~$2.0 billion, rising ~~$318.9~~$657.4 million, or ~~24.4%~~50.3%, from December 31, 2015. The increase from December 31, 2015 reflects securities purchases of ~~$276.3~~$824.9 million, consisting primarily of CMOs and MBSs, and $125.8 million in securities acquired in the NI Bancshares transaction, which were partially offset by sales of ~~$30.6~~$41.7 million and maturities, calls, and prepayments of ~~$68.2~~$263.2 million. For additional detail regarding sales of securities see the "Securities Gains and Losses" section below.

Approximately 98% of our securities available-for-sale portfolio is comprised of U.S. treasury securities, U.S. agency securities, CMOs, MBSs, and municipal securities. The remainder consists of eleven CDOs with a fair value of ~~$30.8~~$31.9 million and miscellaneous other securities with a fair value of ~~$3.2~~$2.9 million.

Investments in municipal securities comprised ~~$328.0~~$286.7 million, or ~~20.2%~~14.6%, of the total securities available-for-sale portfolio at ~~March 31,~~September 30, 2016. The majority consists of general obligations of local municipalities in various states. Our municipal securities portfolio has historically experienced very low default rates and provides a predictable cash flow.

5057

Table 78

Securities Effective Duration Analysis


	As of March 31, 2016					As of December 31, 2015					As of September 30, 2016					As of December 31, 2015
	Effective		Average	Yield to		Effective		Average	Yield to		Effective		Average	Yield to		Effective		Average	Yield to
	Duration ⁽¹⁾		Life ⁽²⁾	Maturity ⁽³⁾		Duration ⁽¹⁾		Life ⁽²⁾	Maturity ⁽³⁾		Duration ⁽¹⁾		Life ⁽²⁾	Maturity ⁽³⁾		Duration ⁽¹⁾		Life ⁽²⁾	Maturity ⁽³⁾
Securities Available-for-Sale
U.S. treasury securities	2.18	%	2.24	1.11	%	2.30	%	2.38	1.16	%	1.69	%	1.72	1.02	%	2.30	%	2.38	1.16	%
U.S. agency securities	2.50	%	3.23	1.56	%	2.78	%	3.79	1.78	%	2.79	%	3.96	1.58	%	2.78	%	3.79	1.78	%
CMOs	3.05	%	3.74	2.03	%	3.61	%	3.99	1.94	%	3.23	%	4.27	1.93	%	3.61	%	3.99	1.94	%
MBSs	2.98	%	4.21	2.41	%	3.48	%	4.42	2.60	%	3.22	%	5.02	2.18	%	3.48	%	4.42	2.60	%
Municipal securities	3.41	%	3.45	4.48	%	3.08	%	3.02	4.80	%	3.85	%	2.21	3.97	%	3.08	%	3.02	4.80	%
CDOs	N/M		N/M	N/M		N/M		N/M	N/M		N/M		N/M	N/M		N/M		N/M	N/M
Equity securities	N/M		N/M	N/M		N/M		N/M	N/M		N/M		N/M	N/M		N/M		N/M	N/M
Total securities available-for-sale	3.03	%	3.66	2.51	%	3.39	%	3.76	2.72	%	3.24	%	4.00	2.22	%	3.39	%	3.76	2.72	%
Securities Held-to-Maturity
Municipal securities	5.67	%	7.85	3.82	%	5.66	%	7.86	4.44	%	5.56	%	7.41	4.02	%	5.66	%	7.86	4.44	%

N/M - Not meaningful.


⁽¹⁾	The effective duration represents the estimated percentage change in the fair value of the securities portfolio given a 100 basis point increase or decrease in interest rates. This measure is used to evaluate the portfolio's price volatility at a single point in time and is not intended to be a precise predictor of future fair values since those values will be influenced by a number of factors.


⁽²⁾	Average life is presented in years and represents the weighted-average time to receive half of all future cash flows using the dollar amount of principal paydowns, including estimated principal prepayments, as the weighting factor.


⁽³⁾	Yields on municipal securities are reflected on a tax-equivalent basis, assuming a federal income tax rate of 35%.

Effective Duration

The average life and effective duration of our securities available-for-sale portfolio ~~of 3.66~~were 4.00 years and ~~3.03%~~3.24%, respectively, as of ~~March 31,~~September 30, 2016 ~~were both lower than~~compared to 3.76 years and 3.39% as of December 31, 2015. ~~These decreases~~The increase in average life resulted from purchases of $824.9 million in securities during the first nine months of 2016. The securities purchases were ~~due to the addition of shorter-duration~~primarily in lower-duration CMOs and ~~MBSs,~~MBS relative to their average lives, which ~~was partially offset by~~drove the ~~replacement of matured municipal securities with longer-duration municipal securities.~~decrease in effective duration.

Realized Gains and Losses

Net securities gains for the third quarter and first ~~quarter~~nine months of 2016 were $187,000 and ~~2015 were $887,000 and $512,000,~~$1.1 million, respectively, on securities with carrying values of ~~$30.6~~$2.6 million and ~~$35.7~~$41.7 million for the same periods. No impairment charges were recognized during the third quarter and first nine months of 2016.

Net securities gains for the third quarter and first nine months of ~~2016 or~~2015 were $524,000 and $1.6 million, respectively, on securities with carrying values of $9.4 million and $55.7 million for the same periods. No impairment charges were recognized during the third quarter and first nine months of 2015.

Unrealized Gains and Losses

Unrealized gains and losses on securities available-for-sale represent the difference between the aggregate cost and fair value of the portfolio. These amounts are presented in the Consolidated Statements of Comprehensive Income and reported as a separate component of stockholders' equity in accumulated other comprehensive loss on an after-tax basis. This balance sheet component will fluctuate as current market interest rates and conditions change and affect the aggregate fair value of the portfolio. ~~As of March 31, 2016,~~Lower market rates resulted in a shift from a $17.5 million net unrealized ~~gains totaled $476,000 compared to net unrealized losses of $17.5 million as of December 31, 2015.~~

Net unrealized gains in the CMO portfolio totaled $6.1 million at March 31, 2016 compared to net unrealized losses of $8.0 million as of December 31, 2015. Net unrealized gains on CMOs at March 31, 2016 included unrealized losses of $2.0 million. The MBS portfolio had net unrealized gains of $3.4 million as of March 31, 2016, compared to $1.0 millionloss position as of December 31, 2015 ~~which included~~to a $3.1 million net unrealized losses of $114,000 and $871,000 for the same periods, respectively. CMOs and MBSs are either backed by U.S. government-owned agencies or issued by U.S. government-sponsored enterprises. We do not believe any individual unrealized loss on these securitiesgain position as of March 31, 2016 represents an other-than-temporary securities impairment ("OTTI") related to credit deterioration. In addition, we do not intend to sell the CMOs and MBSs with unrealized losses within a short period of time, and we do not believe it is more likely than not that we will be required to sell them before recovery of their amortized cost basis, which may be at maturity.September 30, 2016.

5158

As of March 31, 2016, net unrealized gains in the municipal securities portfolio totaled $6.5 million compared to $6.1 million as of December 31, 2015. Net unrealized gains on municipal securities include unrealized losses of $159,000 and $310,000 as of March 31, 2016 and December 31, 2015, respectively. Substantially all of these securities carry investment grade ratings, with the majority supported by the general revenues of the issuing governmental entity, and are supported by third party bond insurance or other types of credit enhancement. We do not believe the unrealized loss on any of these securities represents OTTI.

Our investments in CDOs are supported by the credit of the underlying banks and insurance companies. The net unrealized losses on these securities were ~~$17.5~~$16.0 million as of ~~March 31,~~September 30, 2016 and $16.8 million as of December 31, 2015. We do not believe the unrealized losses on the CDOs as of ~~March 31,~~September 30, 2016 represent ~~OTTI~~other-than-temporary securities impairment related to credit deterioration. In addition, we do not intend to sell the CDOs with unrealized losses ~~within a short period of time,~~ and we do not believe it is more likely than not that we will be required to sell them before recovery of their amortized cost basis, which may be at maturity. Our estimation of fair values for the CDOs is described in Note 14 of "Notes to the Condensed Consolidated Financial Statements," in Part I, Item 1 of this Form 10-Q.

LOAN PORTFOLIO AND CREDIT QUALITY

Portfolio Composition

Our loan portfolio is comprised of both corporate and consumer loans with corporate loans representing 83.2% of total loans at ~~March 31,~~September 30, 2016. Consistent with our emphasis on relationship banking, the majority of our corporate loans are made to our core, multi-relationship customers. The customers usually maintain deposit relationships and utilize our other banking services, such as treasury or wealth management services.

To maximize loan income within an acceptable level of risk, we have certain lending policies and procedures that management reviews on a regular basis. In addition, management receives periodic reporting related to loan production, loan quality, credit concentrations, loan delinquencies, and non-performing and corporate performing potential problem loans to monitor and mitigate ~~potential~~current and ~~current~~potential risks in the portfolio.

Table 89

Loan Portfolio

(Dollar amounts in thousands)


	As of March 31, 2016												As of September 30, 2016
	Legacy		Acquired ⁽¹⁾		Total		% of Total Loans	As of December 31, 2015		% of Total Loans	% Change		Legacy		Acquired ⁽¹⁾		Total		% of Total Loans	As of December 31, 2015		% of Total Loans	% Change
Commercial and industrial	$	2,584,800	$	49,591	$	2,634,391	33.7	$	2,524,726	35.3	4.3		$	2,810,547	$	38,852	$	2,849,399	34.9	$	2,524,726	35.3	12.9
Agricultural	393,131		29,100		422,231		5.4	387,440		5.4	9.0		387,173		22,398		409,571		5.0	387,440		5.4	5.7
Commercial real estate:
Office, retail, and industrial	1,457,692		108,703		1,566,395		20.0	1,395,454		19.5	12.2		1,466,847		70,191		1,537,038		18.8	1,395,454		19.5	10.1
Multi-family	520,277		41,788		562,065		7.2	528,324		7.4	6.4		594,729		30,576		625,305		7.7	528,324		7.4	18.4
Construction	258,546		2,197		260,743		3.3	216,882		3.0	20.2		398,383		3,474		401,857		4.9	216,882		3.0	85.3
Other commercial real estate	977,335		82,967		1,060,302		13.6	931,190		13.0	13.9		900,773		70,082		970,855		11.9	931,190		13.0	4.3
Total commercial real estate	3,213,850		235,655		3,449,505		44.1	3,071,850		42.9	12.3		3,360,732		174,323		3,535,055		43.3	3,071,850		42.9	15.1
Total corporate loans	6,191,781		314,346		6,506,127		83.2	5,984,016		83.6	8.7		6,558,452		235,573		6,794,025		83.2	5,984,016		83.6	13.5
Home equity	668,527		14,644		683,171		8.7	653,468		9.1	4.5		720,566		12,694		733,260		9.0	653,468		9.1	12.2
1-4 family mortgages	370,457		20,430		390,887		5.0	355,854		5.0	9.8		371,548		16,597		388,145		4.7	355,854		5.0	9.1
Installment	167,578		46,401		213,979		2.7	137,602		1.9	55.5		197,234		34,796		232,030		2.8	137,602		1.9	68.6
Total consumer loans	1,206,562		81,475		1,288,037		16.4	1,146,924		16.0	12.3		1,289,348		64,087		1,353,435		16.5	1,146,924		16.0	18.0
Covered loans	28,391		—		28,391		0.4	30,775		0.4	(7.7	)	24,322		—		24,322		0.3	30,775		0.4	(21.0	)
Total loans	$	7,426,734	$	395,821	$	7,822,555	100.0	$	7,161,715	100.0	9.2		$	7,872,122	$	299,660	$	8,171,782	100.0	$	7,161,715	100.0	14.1


⁽¹⁾	Amounts represent loans acquired in the NI Bancshares transaction, which was completed late in the first quarter of 2016.

Total loans increased by ~~9.2%~~14.1% from December 31, 2015. Excluding loans acquired in the NI Bancshares transaction that totaled $299.7 million as of ~~$395.8 million,~~September 30, 2016, total loans grew ~~3.7%~~by 9.9% from December 31, 2015, driven primarily by strong sales production of the corporate and consumer lending teams. Overall, the mix of loans remained consistent with the prior ~~period.~~

period presented.

Growth in corporate loans reflects the strong sales performance across diversified commercial real estate categories, as well as ~~continued expansion into select~~broad-based increases within our middle market and sector-based lending ~~areas such as healthcare, structured finance, and equipment financing.~~business units. The rise in construction loans compared to December 31, 2015 was driven mainly by select commercial projects for which permanent financing is expected upon their completion. Growth in consumer loans reflects the continued expansion of ~~online~~mortgage and installment ~~lending channels,~~loans, as well as the addition

of shorter-duration, floating rate home equity ~~loans and~~loans. Sales of 1-4 family ~~mortgages.~~mortgages on the secondary market during the first nine months of 2016 offset organic growth.

Commercial, Industrial, and Agricultural Loans

Commercial, industrial, and agricultural loans represent ~~39.1%~~39.9% of total loans and totaled ~~$3.1~~$3.3 billion at ~~March 31,~~September 30, 2016, an increase of ~~5.0%~~$346.8 million, or 11.9%, from December 31, 2015. Loans acquired in the NI Bancshares transaction during the first quarter of 2016 contributed ~~$78.7~~$61.3 million ~~or 2.7%.~~to the increase. Our commercial and industrial loans are a diverse group of loans generally located in the Chicago metropolitan area with purposes that range from supporting seasonal working capital needs to term financing of equipment. Our commercial and industrial portfolio does not have significant direct exposure to the oil and gas industry. Most commercial and industrial loans are secured by the assets being financed or other business assets, such as accounts receivable or inventory. The underlying collateral securing commercial and industrial loans may fluctuate in value due to the success of the business or economic conditions. For loans secured by accounts receivable, the availability of funds for repayment and economic conditions may impact the cash flow of the borrower. Accordingly, the underwriting for these loans is based primarily on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower and may incorporate a personal guarantee.

Agricultural loans are generally provided to meet seasonal production, equipment, and farm real estate borrowing needs of individual and corporate crop and livestock producers. Seasonal crop production loans are repaid by the liquidation of the financed crop that is typically covered by crop insurance. Equipment and real estate term loans are repaid through cash flows of the farming operation. Risks uniquely inherent in agricultural loans relate to weather conditions, agricultural product pricing, and loss of crops or livestock due to disease or other factors. Therefore, as part of the underwriting process, the Company examines projected future cash flows, financial statement stability, and the value of the underlying collateral.

Commercial Real Estate Loans

Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans. The repayment of commercial real estate loans depends on the successful operation of the property securing the loan or the business conducted on the property securing the loan. This category of loans may be more adversely affected by conditions in the real estate market. In addition, many commercial real estate loans do not fully amortize over the term of the loan, but have balloon payments due at maturity. The borrower's ability to make a balloon payment may depend on the availability of long-term financing or their ability to complete a timely sale of the underlying property. Management monitors and evaluates commercial real estate loans based on cash flow, collateral, geography, and risk rating criteria. The mix of properties securing the loans in our commercial real estate portfolio is balanced between owner-occupied and investor categories and are diverse in terms of type and geographic location, generally within the Company's markets.

Construction loans are generally based on estimates of costs and values associated with the completed projects and are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analyses of absorption and lease rates, and financial analyses of the developers and property owners. Sources of repayment may be permanent financing from long-term lenders, sales of developed property, or an interim loan commitment until permanent financing is obtained. Generally, construction loans have a higher risk profile than other real estate loans since repayment is impacted by real estate values, interest rate changes, governmental regulation of real property, demand and supply of alternative real estate, the availability of long-term financing, and changes in general economic conditions.

5360

The following table presents commercial real estate loan detail as of ~~March 31,~~September 30, 2016 and December 31, 2015.

Table 910

Commercial Real Estate Loans

(Dollar amounts in thousands)


	As of March 31, 2016		% of Total	As of December 31, 2015		% of Total	As of September 30, 2016		% of Total	As of December 31, 2015		% of Total
Office, retail, and industrial:
Office	$	542,668	15.7	$	479,374	15.6	$	567,922	16.1	$	479,374	15.6
Retail	486,701		14.1	434,241		14.1	425,854		12.0	434,241		14.1
Industrial	537,026		15.6	481,839		15.7	543,262		15.5	481,839		15.7
Total office, retail, and industrial	1,566,395		45.4	1,395,454		45.4	1,537,038		43.6	1,395,454		45.4
Multi-family	562,065		16.3	528,324		17.2	625,305		17.7	528,324		17.2
Construction	260,743		7.6	216,882		7.1	401,857		11.4	216,882		7.1
Other commercial real estate:
Multi-use properties	244,995		7.1	202,225		6.6	216,527		6.1	202,225		6.6
Rental properties	169,505		4.9	131,374		4.3	163,756		4.6	131,374		4.3
Warehouses and storage	144,221		4.2	137,223		4.5	135,973		3.8	137,223		4.5
Service stations and truck stops	75,422		2.2	78,459		2.6
Restaurants	70,673		2.0	78,017		2.5	64,864		1.8	78,017		2.5
Recreational	58,056		1.7	57,967		1.9	58,102		1.6	57,967		1.9
Service stations and truck stops							57,618		1.6	78,459		2.6
Automobile dealers	58,017		1.7	50,580		1.6	54,586		1.5	50,580		1.6
Hotels	44,680		1.3	46,889		1.5	40,997		1.2	46,889		1.5
Religious	38,805		1.1	38,307		1.2	38,577		1.1	38,307		1.2
Other	155,928		4.5	110,149		3.6	139,855		4.0	110,149		3.6
Total other commercial real estate	1,060,302		30.7	931,190		30.3	970,855		27.3	931,190		30.3
Total commercial real estate	$	3,449,505	100.0	$	3,071,850	100.0	$	3,535,055	100.0	$	3,071,850	100.0

Commercial real estate loans represent ~~44.1%~~43.3% of total loans and totaled ~~$3.4~~$3.5 billion at ~~March 31,~~September 30, 2016, increasing by ~~$377.7~~$463.2 million, or ~~12.3%~~15.1%, from December 31, 2015. Loans acquired in the NI Bancshares transaction during the first quarter of 2016 contributed ~~$235.7~~$174.3 million ~~or 7.7%. Owner-occupied~~to the increase.

The mix of properties securing the loans in our commercial real estate portfolio is balanced between owner occupied and investor categories and are diverse in terms of type and geographic location, generally within the Company's markets. Approximately 30% of the commercial real estate portfolio is owner occupied as of September 30, 2016. Using outstanding loan balances non-owner occupied commercial real estate loans ~~represent approximately 40%~~to total capital was 204% and construction loans to total capital was 28% as of ~~total~~September 30, 2016. Non-owner occupied commercial real estate ~~loans, excluding~~is calculated in accordance with federal banking agency guidelines and includes construction, multi-family, non-farm non-residential property, and ~~construction loans, at March 31, 2016 and December 31, 2015.~~commercial real estate not secured by real estate loans.

Consumer Loans

Consumer loans represent ~~16.4%~~16.5% of total loans, and totaled ~~$1.3~~$1.4 billion at ~~March 31,~~September 30, 2016, an increase of ~~12.3%~~$206.5 million, or 18.0% from December 31, 2015. Loans acquired in the NI Bancshares transaction during the first quarter of 2016 contributed ~~$81.5~~$64.1 million ~~or 7.1%.~~to the increase. Consumer loans are centrally underwritten using a credit scoring model developed by the Fair Isaac Corporation ("FICO"), which employs a risk-based system to determine the probability a borrower may default. Underwriting standards for home equity loans are heavily influenced by statutory requirements, which include loan-to-value and affordability ratios, risk-based pricing strategies, and documentation requirements. The home equity category consists mainly of revolving lines of credit secured by junior liens on owner-occupied real estate. Loan-to-value ratios on home equity loans and 1-4 family mortgages are based on the current appraised value of the collateral. Repayment for these loans is dependent on the borrower's continued financial stability, and is more likely to be impacted by adverse personal circumstances.

5461

Non-performing Assets and Corporate Performing Potential Problem Loans

The following table presents our loan portfolio by performing and non-performing status. A discussion of our accounting policies for non-accrual loans, TDRs, and loans 90 days or more past due can be found in Note 1 of "Notes to the Condensed Consolidated Financial Statements" in Part 1, Item 1 of this Form 10-Q.

Table 1011

Loan Portfolio by Performing/Non-Performing Status

(Dollar amounts in thousands)


					Accruing												Accruing
	Total Loans		Current		30-89 Days Past Due		90 Days Past Due		TDRs		Non-accrual		Total Loans		Current		30-89 Days Past Due		90 Days Past Due		TDRs		Non-accrual
As of March 31, 2016
As of September 30, 2016
Commercial and industrial	$	2,634,391	$	2,619,877	$	8,298	$	561	$	291	$	5,364	$	2,849,399	$	2,824,346	$	8,790	$	2,154	$	286	$	13,823
Agricultural	422,231		421,708		228		—		—		295		409,571		406,947		2,440		—		—		184
Commercial real estate:
Office, retail, and industrial	1,566,395		1,545,729		9,375		219		162		10,910		1,537,038		1,515,353		3,776		82		157		17,670
Multi-family	562,065		556,966		3,751		346		592		410		625,305		622,626		1,321		454		588		316
Construction	260,743		258,216		1,749		—		—		778		401,857		400,803		767		—		—		287
Other commercial real estate	1,060,302		1,049,524		1,507		3,382		334		5,555		970,855		963,188		3,050		932		324		3,361
Total commercial real estate	3,449,505		3,410,435		16,382		3,947		1,088		17,653		3,535,055		3,501,970		8,914		1,468		1,069		21,634
Total corporate loans	6,506,127		6,452,020		24,908		4,508		1,379		23,312		6,794,025		6,733,263		20,144		3,622		1,355		35,641
Home equity	683,171		675,988		1,808		261		479		4,635		733,260		725,614		2,384		165		181		4,916
1-4 family mortgages	390,887		384,520		1,815		272		844		3,436		388,145		382,370		1,468		235		832		3,240
Installment	213,979		212,242		1,295		442		—		—		232,030		229,881		1,853		296		—		—
Total consumer loans	1,288,037		1,272,750		4,918		975		1,323		8,071		1,353,435		1,337,865		5,705		696		1,013		8,156
Covered loans	28,391		27,216		316		352		—		507		24,322		23,539		291		—		—		492
Total loans	$	7,822,555	$	7,751,986	$	30,142	$	5,835	$	2,702	$	31,890	$	8,171,782	$	8,094,667	$	26,140	$	4,318	$	2,368	$	44,289
As of December 31, 2015
Commercial and industrial	$	2,524,726	$	2,513,648	$	4,340	$	857	$	294	$	5,587	$	2,524,726	$	2,513,648	$	4,340	$	857	$	294	$	5,587
Agricultural	387,440		387,085		—		—		—		355		387,440		387,085		—		—		—		355
Commercial real estate:
Office, retail, and industrial	1,395,634		1,385,764		2,647		4		164		6,875		1,395,454		1,385,764		2,647		4		164		6,875
Multi-family	528,324		525,841		541		548		598		796		528,324		525,841		541		548		598		796
Construction	216,882		215,977		—		—		—		905		216,882		215,977		—		—		—		905
Other commercial real estate	931,190		921,235		3,343		661		340		5,611		931,190		921,235		3,343		661		340		5,611
Total commercial real estate	3,071,850		3,048,817		6,531		1,213		1,102		14,187		3,071,850		3,048,817		6,531		1,213		1,102		14,187
Total corporate loans	5,984,016		5,949,550		10,871		2,070		1,396		20,129		5,984,016		5,949,550		10,871		2,070		1,396		20,129
Home equity	653,468		644,996		2,452		216		494		5,310		653,468		644,996		2,452		216		494		5,310
1-4 family mortgages	355,854		348,784		2,273		528		853		3,416		355,854		348,784		2,273		528		853		3,416
Installment	137,602		136,780		733		69		—		20		137,602		136,780		733		69		—		20
Total consumer loans	1,146,924		1,130,560		5,458		813		1,347		8,746		1,146,924		1,130,560		5,458		813		1,347		8,746
Covered loans	30,775		29,670		376		174		—		555		30,775		29,670		376		174		—		555
Total loans	$	7,161,715	$	7,109,780	$	16,705	$	3,057	$	2,743	$	29,430	$	7,161,715	$	7,109,780	$	16,705	$	3,057	$	2,743	$	29,430

5562

The following table provides a comparison of our non-performing assets and past due loans to prior periods.

Table 1112

Non-Performing Assets and Past Due Loans

(Dollar amounts in thousands)


	As of															As of
	March 31, 2016			December 31, 2015			September 30, 2015			June 30, 2015			March 31, 2015			September 30, 2016			June 30, 2016			March 31, 2016			December 31, 2015			September 30, 2015
Non-performing assets, excluding covered loans and covered OREO
Non-accrual loans	$	31,383		$	28,875		$	32,308		$	45,009		$	48,077		$	43,797		$	36,859		$	31,383		$	28,875		$	32,308
90 days or more past due loans	5,483			2,883			4,559			2,744			3,564
90 days or more past due loans, still accruing interest																4,318			5,406			5,483			2,883			4,559
Total non-performing loans	36,866			31,758			36,867			47,753			51,641			48,115			42,265			36,866			31,758			36,867
Accruing TDRs	2,702			2,743			2,771			3,067			3,581			2,368			2,491			2,702			2,743			2,771
OREO	29,238			27,349			31,129			24,471			26,042			27,986			29,452			29,238			27,349			31,129
Total non-performing assets	$	68,806		$	61,850		$	70,767		$	75,291		$	81,264		$	78,469		$	74,208		$	68,806		$	61,850		$	70,767
30-89 days past due loans	$	29,826		$	16,329		$	28,629		$	28,625		$	18,631		$	25,849		$	22,770		$	29,826		$	16,329		$	28,629
Non-accrual loans to total loans	0.40		%	0.40		%	0.47		%	0.66		%	0.71		%	0.54		%	0.46		%	0.40		%	0.40		%	0.47		%
Non-performing loans to total loans	0.47		%	0.45		%	0.54		%	0.70		%	0.77		%	0.59		%	0.53		%	0.47		%	0.45		%	0.54		%
Non-performing assets to loans plus OREO	0.88		%	0.86		%	1.02		%	1.10		%	1.20		%
Non-performing assets to total loans plus OREO																0.96		%	0.93		%	0.88		%	0.86		%	1.02		%
Non-performing covered loans and covered OREO ⁽¹⁾	Non-performing covered loans and covered OREO ⁽¹⁾															Non-performing covered loans and covered OREO ⁽¹⁾
Non-accrual loans	$	507		$	555		$	1,303		$	3,712		$	4,570		$	492		$	453		$	507		$	555		$	1,303
90 days or more past due loans	352			174			1,372			1,233			6,390
90 days or more past due loans, still accruing interest																—			—			352			174			1,372
Total non-performing loans	859			729			2,675			4,945			10,960			492			453			859			729			2,675
OREO	411			433			906			3,759			7,309			63			538			411			433			906
Total non-performing assets	$	1,270		$	1,162		$	3,581		$	8,704		$	18,269		$	555		$	991		$	1,270		$	1,162		$	3,581
30-89 days past due loans	$	316		$	376		$	221		$	232		$	481		$	291		$	610		$	316		$	376		$	221
Total non-performing assets
Non-accrual loans	$	31,890		$	29,430		$	33,611		$	48,721		$	52,647		$	44,289		$	37,312		$	31,890		$	29,430		$	33,611
90 days or more past due loans	5,835			3,057			5,931			3,977			9,954
90 days or more past due loans, still accruing interest																4,318			5,406			5,835			3,057			5,931
Total non-performing loans	37,725			32,487			39,542			52,698			62,601			48,607			42,718			37,725			32,487			39,542
Accruing TDRs	2,702			2,743			2,771			3,067			3,581			2,368			2,491			2,702			2,743			2,771
OREO	29,649			27,782			32,035			28,230			33,351			28,049			29,990			29,649			27,782			32,035
Total non-performing assets	$	70,076		$	63,012		$	74,348		$	83,995		$	99,533		$	79,024		$	75,199		$	70,076		$	63,012		$	74,348
30-89 days past due loans	$	30,142		$	16,705		$	28,850		$	28,857		$	19,112		$	26,140		$	23,380		$	30,142		$	16,705		$	28,850
Non-accrual loans to total loans	0.41		%	0.41		%	0.49		%	0.71		%	0.77		%	0.54		%	0.47		%	0.41		%	0.41		%	0.49		%
Non-performing loans to total loans	0.48		%	0.45		%	0.57		%	0.77		%	0.92		%	0.59		%	0.54		%	0.48		%	0.45		%	0.57		%
Non-performing assets to loans plus OREO	0.89		%	0.88		%	1.07		%	1.22		%	1.46		%
Non-performing assets to total loans plus OREO																0.96		%	0.94		%	0.89		%	0.88		%	1.07		%

⁽¹⁾

Due to the impact of protection provided by the loss share agreements with the FDIC that substantially mitigate the risk of loss, covered loans and covered OREO are separated in this table. Past due covered loans in the table above are determined by borrower performance compared to contractual terms, but are considered accruing loans since they continue to perform in accordance with our expectations of cash flows. For a discussion of covered loans, see Note 1 and Note 6 of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q.

Excluding covered loans and OREO, total non-performing assets represented ~~0.88%~~0.96% of total loans and OREO at ~~March 31,~~September 30, 2016, ~~consistent with~~compared to 0.86% at December 31, 2015 and ~~down from 1.20%~~1.02% at ~~March 31,~~September 30, 2015.

Loans 30-89 days past due to total loans, excluding covered loans, was 0.38% at March 31, 2016 compared to 0.23% at December 31, 2015 and 0.28% at March 31, 2015, respectively. The increase in loans 30-89 days past due compared to the fourth quarter of 2015 was driven primarily by normal fluctuations and loans acquired in the NI Bancshares transaction that are currently in the process of renewal.

5663

Non-accrual loans increased by $14.9 million from December 31, 2015, due primarily to the downgrade of four corporate loan relationships to non-accrual status during the first nine months of 2016, for which management is adequately collateralized. These downgrades were partially offset by charge-offs, payments, and transfers to OREO.

TDRs

Loan modifications may be performed at the request of an individual borrower and may include reductions in interest rates, changes in payments, and extensions of maturity dates. We occasionally restructure loans at other than market rates or terms to enable the borrower to work through financial difficulties for a period of time, and these restructures remain classified as TDRs for the remaining term of the loans.

Table 1213

TDRs by Type

(Dollar amounts in thousands)


	As of									As of
	March 31, 2016			December 31, 2015			March 31, 2015			September 30, 2016			December 31, 2015			September 30, 2015
	Number of Loans	Amount		Number of Loans	Amount		Number of Loans	Amount		Number of Loans	Amount		Number of Loans	Amount		Number of Loans	Amount
Commercial and industrial	5	$	1,309	5	$	1,344	6	$	1,429	3	$	436	5	$	1,344	5	$	1,360
Commercial real estate:
Office, retail, and industrial	1	162		1	164		2	571		1	157		1	164		1	166
Multi-family	3	774		3	784		5	1,111		3	760		3	784		3	793
Other commercial real estate	3	334		3	340		3	357		3	324		3	340		3	346
Total commercial real estate	7	1,270		7	1,288		10	2,039		7	1,241		7	1,288		7	1,305
Total corporate loans	12	2,579		12	2,632		16	3,468		10	1,677		12	2,632		12	2,665
Home equity	16	1,135		17	1,161		17	1,124		16	1,060		17	1,161		17	1,182
1-4 family mortgages	11	1,256		11	1,274		9	985		11	1,221		11	1,274		11	1,290
Total consumer loans	27	2,391		28	2,435		26	2,109		27	2,281		28	2,435		28	2,472
Total TDRs	39	$	4,970	40	$	5,067	42	$	5,577	37	$	3,958	40	$	5,067	40	$	5,137
Accruing TDRs	22	$	2,702	23	$	2,743	27	$	3,581	19	$	2,368	23	$	2,743	23	$	2,771
Non-accrual TDRs	17	2,268		17	2,324		15	1,996		18	1,590		17	2,324		17	2,366
Total TDRs	39	$	4,970	40	$	5,067	42	$	5,577	37	$	3,958	40	$	5,067	40	$	5,137
Year-to-date charge-offs on TDRs		$	—		$	2,687		$	2,590		$	409		$	2,687		$	2,687
Specific reserves related to TDRs		729			758			800			—			758			769

TDRs totaled ~~$5.0~~$4.0 million at ~~March 31,~~September 30, 2016, ~~consistent with~~compared to $5.1 million at December 31, 2015. Accruing TDRs were $2.4 million at September 30, 2016 compared to $2.7 million at ~~March 31, 2016 and~~ December 31, 2015. TDRs are reported as non-accrual if they are not performing in accordance with their modified terms or they have not yet exhibited sufficient performance under their modified terms.

5764

Corporate Performing Potential Problem Loans

~~Performing~~Corporate performing potential problem loans consist of special mention loans and substandard loans, excluding accruing TDRs. These loans are performing in accordance with their contractual terms, but we have concerns about the ability of the borrower to continue to comply with loan terms due to the borrower's operating or financial difficulties.

Table 1314

Corporate Performing Potential Problem Loans

(Dollar amounts in thousands)


	As of March 31, 2016									As of December 31, 2015									As of September 30, 2016									As of December 31, 2015
	Special Mention ⁽¹⁾			Substandard ⁽²⁾			Total ⁽³⁾			Special Mention ⁽¹⁾			Substandard ⁽²⁾			Total ⁽³⁾			Special Mention ⁽¹⁾			Substandard ⁽²⁾			Total ⁽³⁾			Special Mention ⁽¹⁾			Substandard ⁽²⁾			Total ⁽³⁾
Commercial and industrial	$	121,950		$	40,759		$	162,709		$	86,263		$	52,590		$	138,853		$	110,716		$	80,919		$	191,635		$	86,263		$	52,590		$	138,853
Agricultural	33,122			8,263			41,385			—			5,562			5,562			17,735			16,168			33,903			—			5,562			5,562
Commercial real estate:
Office, retail, and industrial	38,648			33,680			72,328			32,463			35,788			68,251			38,515			35,881			74,396			32,463			35,788			68,251
Multi-family	5,467			3,979			9,446			5,742			3,970			9,712			4,001			3,770			7,771			5,742			3,970			9,712
Construction	4,270			13,186			17,456			4,678			9,803			14,481			69			12,327			12,396			4,678			9,803			14,481
Other commercial real estate	15,794			15,404			31,198			13,179			13,654			26,833			12,427			13,995			26,422			13,179			13,654			26,833
Total commercial real estate	64,179			66,249			130,428			56,062			63,215			119,277			55,012			65,973			120,985			56,062			63,215			119,277
Total performing potential problem loans	$	219,251		$	115,271		$	334,522		$	142,325		$	121,367		$	263,692
Performing potential problem loans to corporate loans	3.37		%	1.77		%	5.14		%	2.38		%	2.03		%	4.41		%
Total corporate performing potential problem loans																			$	183,463		$	163,060		$	346,523		$	142,325		$	121,367		$	263,692
Corporate performing potential problem loans to corporate loans																			2.70		%	2.40		%	5.10		%	2.38		%	2.03		%	4.41		%


⁽¹⁾	Loans categorized as special mention exhibit potential weaknesses that require the close attention of management since these potential weaknesses may result in the deterioration of repayment prospects in the future.


⁽²⁾	Loans categorized as substandard exhibit well-defined weaknesses that may jeopardize the liquidation of the debt. These loans continue to accrue interest because they are well-secured and collection of principal and interest is expected within a reasonable time.


⁽³⁾	Total corporate performing potential problem loans excludes accruing TDRs of ~~$854,000~~$841,000 as of ~~March 31,~~September 30, 2016 and $862,000 as of December 31, 2015.

~~Performing~~Corporate performing potential problem loans were 5.1% of corporate loans at ~~March 31,~~September 30, 2016, ~~compared to~~higher than 4.4% at December 31, ~~2015. Compared to December 31,~~ 2015, ~~these levels reflect the reclassification of certain~~resulting from higher commercial and industrial and agricultural loans toclassified as special ~~mention.~~mention and substandard. The ~~reclassification of these~~rise in commercial and industrial loans ~~resulted~~classified as special mention and substandard was due primarily ~~from two highly leveraged companies~~to operating pressures as a result of lower sales unique to certain unrelated borrowers within various industries. Within the agricultural portfolio, cash flows that ~~have exit strategies for which we anticipate no losses. Weakening~~were weakened due to lower grain commodity ~~pricing~~prices drove the ~~reclassification of certain agricultural~~increase in loans ~~for which management~~classified as special mention and substandard. Management has specific monitoring ~~plans.~~and remediation plans associated with these loans.

OREO

OREO consists of properties acquired as the result of borrower defaults on loans. OREO was ~~$29.6~~$28.0 million at ~~March 31,~~September 30, 2016, increasing ~~$1.9 million,~~$267,000, or ~~6.7%~~1.0%, from December 31, 2015. As of September 30, 2016, total OREO includes $2.9 million acquired in the NI Bancshares transaction.

Table 1415

OREO by Type

(Dollar amounts in thousands)

As of
March 31, 2016 December 31, 2015 March 31, 2015
Single-family homes $ 3,597
$ 3,965
$ 3,430
Land parcels:
Raw land 1,689
1,464
6,044
Commercial lots 9,163
9,207
9,436
Single-family lots 1,289
1,719
1,350
Total land parcels 12,141
12,390
16,830
Multi-family units 116
426
998
Commercial properties 13,795
11,001
12,093
Total OREO $ 29,649
$ 27,782
$ 33,351



	As of
	September 30, 2016		December 31, 2015		September 30, 2015
Single-family homes	$	2,828	$	3,965	$	3,679
Land parcels:
Raw land	1,464		1,464		2,572
Commercial lots	8,982		9,207		10,135
Single-family lots	1,110		1,719		1,100
Total land parcels	11,556		12,390		13,807
Multi-family units	48		426		574
Commercial properties	13,617		11,001		13,975
Total OREO	$	28,049	$	27,782	$	32,035

OREO Activity

A rollforward of OREO balances for the quarters and nine months ended ~~March 31,~~September 30, 2016 and 2015 is presented in the following table.

Table 1516

OREO Rollforward

(Dollar amounts in thousands)


	Quarters Ended March 31,						Quarters Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015			2016			2015
Beginning balance	$	27,782		$	34,966		$	29,990		$	28,230		$	27,782		$	34,966
Transfers from loans	942			1,038			219			7,299			3,894			11,956
Acquisitions	2,863			—			—			—			2,863			—
Proceeds from sales	(1,640		)	(2,708		)	(2,217		)	(3,236		)	(6,069		)	(13,820		)
(Losses) Gains on sales of OREO	(161		)	793
(Losses) gains on sales of OREO							(21		)	(182		)	(154		)	1,059
OREO valuation adjustments	(137		)	(738		)	78			(76		)	(267		)	(2,126		)
Ending balance	$	29,649		$	33,351		$	28,049		$	32,035		$	28,049		$	32,035

Allowance for Credit Losses

Methodology for the Allowance for Credit Losses

The allowance for credit losses is comprised of the allowance for loan losses and the reserve for unfunded commitments and is maintained by management at a level believed adequate to absorb estimated losses inherent in the existing loan portfolio. Determination of the allowance for credit losses is inherently subjective since it requires significant estimates and management judgment, including the amounts and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans, and consideration of current economic trends.

Acquired loans are recorded at fair value, which incorporates credit risk, at the date of acquisition. No allowance for credit losses is recorded on the acquisition date. As the acquisition adjustment is accreted into income over future periods, an allowance for credit losses is established as necessary to reflect credit deterioration. In addition, certain acquired loans that have renewed subsequent to their respective acquisition dates are no longer classified as acquired loans. Instead, they are included with our loan population that is allocated an allowance in accordance with our allowance for loan losses methodology.

While management utilizes its best judgment and information available, the ultimate adequacy of the allowance for credit losses depends on a variety of factors beyond the Company's control, including the performance of its loan portfolio, the economy, changes in interest rates and property values, and the interpretation of loan risk ratings by regulatory authorities. Management believes that the allowance for credit losses is an appropriate estimate of credit losses inherent in the loan portfolio as of ~~March 31,~~September 30, 2016.

The accounting policy for the allowance for credit losses is discussed in Note 1 of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q.

An allowance for credit losses is established on loans originated by the Bank, acquired loans, and covered loans. Additional discussion regarding acquired and covered loans can be found in Note 6 of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q. The following table provides additional details related to acquired loans, the allowance for credit losses as related to acquired loans, and the remaining acquisition adjustment associated with acquired loans as of ~~March 31,~~September 30, 2016 and December 31, 2015.

Table 1617

Allowance for Credit Losses and Acquisition Adjustment

(Dollar amounts in thousands)


	Loans, Excluding Acquired Loans			Acquired Loans ⁽¹⁾			Total			Loans, Excluding Acquired Loans			Acquired Loans ⁽¹⁾			Total
Quarter ended March 31, 2016
Nine months ended September 30, 2016
Beginning balance	$	73,268		$	1,587		$	74,855		$	73,268		$	1,587		$	74,855
Net charge-offs	(4,019		)	(54		)	(4,073		)	(13,714		)	(284		)	(13,998		)
Provision for loan losses	7,401			192			7,593
Provision for loan losses and other expense										24,443			1,008			25,451
Ending balance	$	76,650		$	1,725		$	78,375		$	83,997		$	2,311		$	86,308
As of March 31, 2016
As of September 30, 2016
Total loans	$	6,916,219		$	906,336		$	7,822,555		$	7,463,572		$	708,210		$	8,171,782
Remaining acquisition adjustment ⁽²⁾	N/A			31,581			31,581			N/A			24,651			24,651
Allowance for credit losses to total loans	1.11		%	0.19		%	1.00		%	1.13		%	0.33		%	1.06		%
Remaining acquisition adjustment to acquired loans	N/A			3.48		%	N/A			N/A			3.48		%	N/A
As of December 31, 2015
Total loans	$	6,619,539		$	542,176		$	7,161,715		$	6,619,539		$	542,176		$	7,161,715
Remaining acquisition adjustment ⁽²⁾	N/A			17,676			17,676			N/A			17,676			17,676
Allowance for credit losses to total loans	1.11		%	0.29		%	1.05		%	1.11		%	0.29		%	1.05		%
Remaining acquisition adjustment to acquired loans	N/A			3.26		%	N/A			N/A			3.26		%	N/A

N/A - Not applicable.


⁽¹⁾	These amounts and ratios relate to the loans acquired in completed acquisitions.


⁽²⁾	The remaining acquisition adjustment consists of ~~$13.4~~$11.2 million and ~~$18.2~~$13.4 million relating to purchased credit impaired ("PCI") and non-purchased credit impaired ("Non-PCI") loans, respectively, as of ~~March 31,~~September 30, 2016, and $8.5 million and $9.2 million relating to PCI and Non-PCI loans, respectively, as of December 31, 2015.

Excluding acquired loans, the allowance for credit losses to total loans was ~~1.11%~~1.13% as of ~~March 31,~~September 30, 2016. The acquisition adjustment increased by ~~$13.9~~$7.0 million during the first ~~quarter~~nine months of 2016, driven primarily by the NI Bancshares transaction. This was partially offset by acquired loan accretion which is included in interest income, resulting in a remaining acquisition adjustment as a percent of acquired loans of 3.48%. Acquired loans that are renewed at market terms are no longer classified as acquired loans. These loans totaled ~~$63.7~~$101.5 million as of ~~March 31,~~September 30, 2016 and are included in loans, excluding acquired loans, in the table above and allocated an allowance in accordance with our allowance for loan losses methodology. In addition, there is an allowance for credit losses of ~~$1.7~~$2.3 million on ~~loans acquired.~~acquired loans.

6067

Table 1718

Allowance for Credit Losses

and Summary of Credit Loss Experience

(Dollar amounts in thousands)


	Quarters Ended												Quarters Ended
	March 31, 2016		December 31, 2015			September 30, 2015			June 30, 2015		March 31, 2015		September 30, 2016			June 30, 2016		March 31, 2016		December 31, 2015			September 30, 2015
Change in allowance for credit losses
Beginning balance	$	74,855	$	73,725		$	73,279		$	72,806	$	74,510	$	81,505		$	78,375	$	74,855	$	73,725		$	73,279
Loan charge-offs:
Commercial, industrial, and agricultural	1,898		2,361			1,948			4,127		7,449		1,760			2,026		1,898		2,361			1,948
Office, retail, and industrial	524		274			563			1,894		156		2,193			1,641		524		274			563
Multi-family	204		(20		)	68			469		28		—			84		204		(20		)	68
Construction	126		121			—			15		—		—			8		126		121			—
Other commercial real estate	1,445		201			598			527		1,317		509			879		1,445		201			598
Consumer	992		1,464			1,172			751		800		1,488			1,493		992		1,464			1,172
Covered	—		—			8			323		303		—			2		—		—			8
Total loan charge-offs	5,189		4,401			4,357			8,106		10,053		5,950			6,133		5,189		4,401			4,357
Recoveries of loan charge-offs:
Commercial, industrial, and agricultural	502		580			347			854		792		615			576		502		580			347
Office, retail, and industrial	103		7			106			32		322		42			8		103		7			106
Multi-family	25		7			1			3		4		69			1		25		7			1
Construction	15		16			114			203		17		9			20		15		16			114
Other commercial real estate	151		91			506			1,130		266		94			69		151		91			506
Consumer	320		330			213			319		321		326			329		320		330			213
Covered	—		—			7			38		75		—			—		—		—			7
Total recoveries of loan charge-offs	1,116		1,031			1,294			2,579		1,797		1,155			1,003		1,116		1,031			1,294
Net loan charge-offs	4,073		3,370			3,063			5,527		8,256		4,795			5,130		4,073		3,370			3,063
Provision for loan losses	7,593		4,500			4,100			6,000		6,552		9,998			8,085		7,593		4,500			4,100
Decrease in reserve for unfunded commitments ⁽¹⁾	—		—			(591		)	—		—
(Decrease) increase in reserve for unfunded commitments ⁽¹⁾													(400		)	175		—		—			(591		)
Total provision for loan losses and other expense	7,593		4,500			3,509			6,000		6,552		9,598			8,260		7,593		4,500			3,509
Ending balance	$	78,375	$	74,855		$	73,725		$	73,279	$	72,806	$	86,308		$	81,505	$	78,375	$	74,855		$	73,725


⁽¹⁾	Included in other noninterest income in the Condensed Consolidated Statements of Income.

6168


	Quarters Ended															Quarters Ended
	March 31, 2016			December 31, 2015			September 30, 2015			June 30, 2015			March 31, 2015			September 30, 2016			June 30, 2016			March 31, 2016			December 31, 2015			September 30, 2015
Allowance for credit losses
Allowance for loan losses	$	75,582		$	71,992		$	68,384		$	66,602		$	65,311		$	84,016		$	78,711		$	75,582		$	71,992		$	68,384
Allowance for covered loan losses	1,568			1,638			4,116			4,861			5,679			1,292			1,394			1,568			1,638			4,116
Total allowance for loan losses	77,150			73,630			72,500			71,463			70,990			85,308			80,105			77,150			73,630			72,500
Reserve for unfunded commitments	1,225			1,225			1,225			1,816			1,816			1,000			1,400			1,225			1,225			1,225
Total allowance for credit losses	$	78,375		$	74,855		$	73,725		$	73,279		$	72,806		$	86,308		$	81,505		$	78,375		$	74,855		$	73,725

Allowance for credit losses to loans ⁽¹⁾	1.00		%	1.05		%	1.06		%	1.07		%	1.07		%	1.06		%	1.02		%	1.00		%	1.05		%	1.06		%
Allowance for credit losses to non-accrual loans ⁽²⁾	244.74		%	253.57		%	215.45		%	152.01		%	139.62		%	194.11		%	217.34		%	244.74		%	253.57		%	215.45		%
Allowance for credit losses to non-performing loans ⁽²⁾	208.34		%	230.55		%	188.81		%	143.27		%	129.99		%	176.69		%	189.54		%	208.34		%	230.55		%	188.81		%
Average loans	$	7,341,331		$	7,008,197		$	6,881,128		$	6,808,219		$	6,731,939		$	8,062,035		$	7,878,544		$	7,341,331		$	7,008,197		$	6,881,128
Net loan charge-offs to average loans, annualized	0.22		%	0.19		%	0.18		%	0.33		%	0.50		%	0.24		%	0.26		%	0.22		%	0.19		%	0.18		%

⁽¹⁾

This ratio includes acquired loans that are recorded at fair value through an acquisition adjustment, which incorporates credit risk as of the acquisition date with no allowance for credit losses being established at that time. As the acquisition adjustment is accreted into income over future periods, an allowance for credit losses is established as necessary to reflect credit deterioration. See the Allowance for Credit Losses and Acquisition Adjustment table above for further discussion of the allowance for acquired loan losses and the related acquisition adjustment.


⁽²⁾	These amounts and ratios exclude covered loans and covered OREO. For a discussion of covered loans, see Note 6 of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q.

Activity in the Allowance for Credit Losses

The allowance for credit losses was ~~$78.4~~$86.3 million as of ~~March 31,~~September 30, 2016, an increase of ~~$3.5~~$11.5 million from December 31, 2015, and represents ~~1.00%~~1.06% of total loans compared to 1.05% at December 31, 2015.

The provision for loan losses was ~~$7.6~~$10.0 million for the quarter ended ~~March 31,~~September 30, 2016, ~~compared to~~increasing from $4.5 million and ~~$6.6~~$4.1 million for the quarters ended December 31, 2015 and ~~March 31,~~September 30, 2015, respectively. The increase compared to both prior periods resulted primarily from loan growth, inhigher levels of charge-offs, and the ~~loan portfolio during the first quarter~~impact of ~~2016.~~establishing an allowance on acquired loans.

Total net loan charge-offs to average loans for the ~~first~~third quarter of 2016 was 2224 basis points, or ~~$4.1~~$4.8 million, ~~consistent with~~increasing from 19 basis points and 18 basis points for the fourth quarter of 2015 and ~~decreasing from 50 basis points for the first~~third quarter of ~~2015.~~2015, respectively.

6269

FUNDING AND LIQUIDITY MANAGEMENT

The following table provides a comparison of average funding sources. We believe that average balances, rather than period-end balances, are more meaningful in analyzing funding sources because of the normal fluctuations that may occur on a daily or monthly basis within funding categories.

Table 1819

Funding Sources - Average Balances

(Dollar amounts in thousands)


	Quarters Ended									March 31, 2016 % Change From				Quarters Ended										September 30, 2016 % Change From
	March 31, 2016			December 31, 2015			March 31, 2015			December 31, 2015		March 31, 2015		September 30, 2016			December 31, 2015			��	September 30, 2015			December 31, 2015		September 30, 2015
Demand deposits	$	2,463,017		$	2,560,604		$	2,312,431		(3.8	)%	6.5	%	$	2,806,851		$	2,560,604			$	2,601,442		9.6	%	7.9	%
Savings deposits	1,575,174			1,483,962			1,426,546			6.1	%	10.4	%	1,655,604			1,483,962				1,471,003			11.6	%	12.5	%
NOW accounts	1,448,666			1,411,425			1,365,494			2.6	%	6.1	%	1,754,330			1,411,425				1,405,371			24.3	%	24.8	%
Money market accounts	1,583,898			1,576,258			1,521,762			0.5	%	4.1	%	1,680,886			1,576,258				1,589,582			6.6	%	5.7	%
Core deposits	7,070,755			7,032,249			6,626,233			0.5	%	6.7	%	7,897,671			7,032,249				7,067,398			12.3	%	11.7	%
Time deposits	1,165,434			1,136,766			1,250,456			2.5	%	(6.8	)%	1,230,286			1,136,766				1,157,005			8.2	%	6.3	%
Brokered deposits	18,029			16,129			16,106			11.8	%	11.9	%	18,139			16,129				16,122			12.5	%	12.5	%
Total time deposits	1,183,463			1,152,895			1,266,562			2.7	%	(6.6	)%	1,248,425			1,152,895				1,173,127			8.3	%	6.4	%
Total deposits	8,254,218			8,185,144			7,892,795			0.8	%	4.6	%	9,146,096			8,185,144				8,240,525			11.7	%	11.0	%
Securities sold under agreements to repurchase	142,939			122,273			127,571			16.9	%	12.0	%	111,699			122,273				106,307			(8.6	)%	5.1	%
Federal funds purchased	—			71			—			N/A		N/A		—			71				—			N/M		N/M
FHLB advances	159,687			44,776			—			256.6	%	N/A		493,478			44,776				62,500			N/M		N/M
Other borrowings	606			—			—			N/A		N/A
Total borrowed funds	303,232			167,120			127,571			81.4	%	137.7	%	605,177			167,120				168,807			262.1	%	258.5	%
Senior and subordinated debt	201,253			201,168			200,910			—	%	0.2	%	166,101			201,168				201,083			(17.4	)%	(17.4	)%
Total funding sources	$	8,758,703		$	8,553,432		$	8,221,276		2.4	%	6.5	%	$	9,917,374		$	8,553,432			$	8,610,415		15.9	%	15.2	%
Average interest rate paid on borrowed funds	1.75		%	2.97		%	0.06		%					1.17		%	2.97		%		2.18		%
Weighted-average maturity of FHLB advances	1.3 months			2.0 months			N/A							0.9 months			2.0 months				2.1 months
Weighted-average interest rate of FHLB advances	0.50		%	0.40		%	N/A							0.44		%	0.40		%		0.32		%

N/AM - Not ~~applicable.~~meaningful.

Total average funding sources for the ~~first~~third quarter of 2016 increased by ~~2.4%~~15.9% compared to the fourth quarter of 2015 and ~~6.5%~~15.2% compared to the ~~first~~third quarter of 2015. The rise in average core deposits compared to the both prior periods resulted primarily from the full quarter impact of core deposits assumed in the Peoples and NI Bancshares transactions and organic growth. Compared to the fourth quarter of 2015, the increase in average core deposits was impacted by the seasonal increase in average municipal deposits. The addition ~~of $262.5 million of~~in FHLB advances of $515.1 million during ~~the first quarter of~~ 2016 contributed to the increase in average borrowed funds compared to both prior periods presented. The rise in average core deposits compared to the fourth quarter of 2015 resulted primarily from $443.1 million in core deposits assumed in the NI Bancshares transaction, which contributed $110.0 million to average core deposits as the transaction was completed late in the first quarter of 2016. This increase more than offset the normal seasonal decline in commercial deposits. Compared to the first quarter of 2015, the rise in average core deposits was driven by growth, the NI Bancshares transaction, and the full quarter impact of deposits assumed in the December of 2015 Peoples acquisition.

On April 1, 2016, $38.5 million in 5.850% subordinated notes matured and were repaid by the Company. ~~In November~~On September 29, 2016, the Company completed the issuance and sale of ~~2016 $114.9~~$150.0 million aggregate principal amount of its 5.875% subordinated notes due 2026. The Company received proceeds of $146.5 million, net of underwriting discounts and commissions and issuance costs. The Company expects to use the net proceeds to repay at maturity the entire $115.0 million aggregate principal amount outstanding of its 5.875% senior notes ~~will mature.~~

due November 22, 2016, plus accrued interest, and for other general corporate purposes.

6370

Table 1920

Borrowed Funds

(Dollar amounts in thousands)


	As of March 31, 2016			As of March 31, 2015			As of September 30, 2016			As of September 30, 2015
	Amount		Weighted- Average Rate (%)	Amount		Weighted- Average Rate (%)	Amount		Weighted- Average Rate (%)	Amount		Weighted- Average Rate (%)
At period-end:
Securities sold under agreements to repurchase	$	122,511	0.06	$	131,200	0.06	$	114,539	0.06	$	107,443	0.07
FHLB advances	262,500		0.50	—		—	525,000		0.44	62,500		0.32
Other borrowings	2,400		3.50	—		—	—		—	—		—
Total borrowed funds	$	387,411	0.38	$	131,200	0.06	$	639,539	0.37	$	169,943	0.16
Average for the year-to-date period:
Securities sold under agreements to repurchase	$	142,939	0.14	$	127,571	0.06	$	124,244	0.09	$	117,681	0.03
FHLB advances	159,687		3.17	—		—	332,460		1.81	27,930		4.84
Other borrowings	606		3.98	—		—	429		3.74	—		—
Total borrowed funds	$	303,232	1.75	$	127,571	0.06	$	457,133	1.34	$	145,611	0.98
Maximum amount outstanding at the end of any day during the period:	Maximum amount outstanding at the end of any day during the period:						Maximum amount outstanding at the end of any day during the period:
Securities sold under agreements to repurchase	$	174,266		$	142,545		$	174,266		$	142,545
Federal funds purchased	—			—
FHLB advances	262,500			—			625,000			62,500
Other borrowings	2,400			—			2,400			—

Average borrowed funds totaled ~~$303.2~~$457.1 million for the first ~~quarter~~nine months of 2016 increasing by ~~$175.7~~$311.5 million compared to the same period in 2015. This increase was due primarily to the ~~addition~~increase in FHLB advances of ~~$262.5~~$515.1 million ~~of FHLB advances~~ during the first ~~quarter~~nine months of 2016. The weighted-average rate on FHLB advances for the ~~first~~third quarter of 2016 was impacted by the hedging of ~~borrowed funds~~$325.0 million of FHLB advances using interest rate swaps through which the Company receives variable amounts and pays fixed amounts. These interest rate swaps have a weighted-average interest rate of ~~2.13%~~2.19% as of ~~March 31,~~September 30, 2016. The remaining $200.0 million of FHLB advances have a fixed interest rate of 0.40%. For a detailed discussion of interest rate swaps, see Note 12 of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q.

On September 27, 2016, the Company entered into a loan agreement with U.S. Bank National Association providing for a $50.0 million short-term, unsecured revolving credit facility. Advances will bear interest at a rate equal to one-month LIBOR plus 1.75%, adjusted on a monthly basis, and the Company must pay an unused facility fee equal to 0.35% per annum on a quarterly basis. As of September 30, 2016, no amount was outstanding under the facility.

Securities sold under agreements to repurchase generally mature within 1 to 90 days from the transaction date.

MANAGEMENT OF CAPITAL

Capital Measurements

A strong capital structure is required under applicable banking regulations and is crucial in maintaining investor confidence, accessing capital markets, and enabling us to take advantage of future growth opportunities. Our capital policy requires that the Company and the Bank maintain capital ratios in excess of the minimum regulatory guidelines. It serves as an internal discipline in analyzing business risks and internal growth opportunities and sets targeted levels of return on equity. Under regulatory capital adequacy guidelines, the Company and the Bank are subject to various capital requirements set and administered by the federal banking agencies. On January 1, 2015, the Company and the Bank became subject to the Basel III Capital rules, a new comprehensive capital framework for U.S. banking organizations published by the Federal Reserve. These rules are discussed in the "Supervision and Regulation" section in Item 1, "Business" in the Company's 2015 10-K.

The following table presents our consolidated measures of capital as of the dates presented and the capital guidelines established by the Federal Reserve for the Bank to be categorized as "well-capitalized." We manage our capital ~~ratios~~levels for both the Company and the Bank to consistently maintain these measurements in excess of the Federal Reserve's minimum levels to be considered "well-capitalized," which is the highest capital category established. All regulatory mandated ratios for characterization as "well-capitalized" were exceeded as of ~~March 31,~~September 30, 2016 and December 31, 2015.

The tangible common equity ratios presented in the table below are capital adequacy metrics used and relied on by investors and industry analysts; however, they are non-GAAP financial measures. ~~These~~For a discussion of non-GAAP financial measures, ~~are valuable indicators~~see the section of ~~a financial institution's capital strength since they eliminate intangible assets from stockholders' equity~~this Item 2 titled "Non-GAAP Financial Information and ~~retain the effect of accumulated other comprehensive loss in stockholders' equity. Reconciliations of the components of those ratios to GAAP are also presented in the table below.~~

Reconciliations."

Table 2021

Capital Measurements

(Dollar amounts in thousands)

As of March 31, 2016
As of
Regulatory
Minimum
For
Well-
Capitalized

March 31,
2016 December 31, 2015 Excess Over
Required Minimums
Bank regulatory capital ratios
Total capital to risk-weighted assets 10.76 % 11.02 % 10.00 % 8 % $ 69,490
Tier 1 capital to risk-weighted assets 9.90 % 10.13 % 8.00 % 24 % $ 175,107
Tier 1 common capital to risk-weighted assets 9.90 % 10.13 % 6.50 % 52 % $ 313,093
Tier 1 leverage to average assets 9.48 % 9.09 % 5.00 % 90 % $ 430,654
Company regulatory capital ratios
Total capital to risk-weighted assets 10.64 % 11.15 % N/A
N/A
N/A
Tier 1 capital to risk-weighted assets 9.81 % 10.28 % N/A
N/A
N/A
Tier 1 common capital to risk-weighted assets 9.30 % 9.73 % N/A
N/A
N/A
Tier 1 leverage to average assets 9.56 % 9.40 % N/A
N/A
N/A
Reconciliation of Company capital components to GAAP
Total stockholders' equity $ 1,224,565
$ 1,146,268

Goodwill and other intangible assets (369,979 ) (339,277 )
Tangible common equity 854,586
806,991

Accumulated other comprehensive loss 15,041
28,389

Tangible common equity, excluding
  accumulated other comprehensive loss
$ 869,627
$ 835,380

Total assets $ 10,728,922
$ 9,732,676

Goodwill and other intangible assets (369,979 ) (339,277 )
Tangible assets $ 10,358,943
$ 9,393,399

Risk-weighted assets $ 9,452,551
$ 8,687,864

Company tangible common equity ratios ⁽¹⁾⁽²⁾

Tangible common equity to tangible assets 8.25 % 8.59 % N/A
N/A
N/A
Tangible common equity, excluding
  accumulated other comprehensive loss,
  to tangible assets
8.39 % 8.89 % N/A
N/A
N/A
Tangible common equity to risk-weighted
  assets
9.04 % 9.29 % N/A
N/A
N/A



					As of September 30, 2016
	As of				Regulatory Minimum For Well- Capitalized
	September 30, 2016		December 31, 2015		Regulatory Minimum For Well- Capitalized		Excess Over Required Minimums
Bank regulatory capital ratios
Total capital to risk-weighted assets	10.67	%	11.02	%	10.00	%	7	%	$	64,658
Tier 1 capital to risk-weighted assets	9.77	%	10.13	%	8.00	%	22	%	$	170,409
Common equity Tier 1 to risk-weighted assets	9.77	%	10.13	%	6.50	%	50	%	$	314,469
Tier 1 capital to average assets	8.65	%	9.09	%	5.00	%	73	%	$	396,332
Company regulatory capital ratios
Total capital to risk-weighted assets	12.25	%	11.15	%	N/A		N/A		N/A
Tier 1 capital to risk-weighted assets	9.89	%	10.28	%	N/A		N/A		N/A
Common equity Tier 1 to risk-weighted assets	9.38	%	9.73	%	N/A		N/A		N/A
Tier 1 capital to average assets	8.90	%	9.40	%	N/A		N/A		N/A
Company tangible common equity ratios ⁽¹⁾⁽²⁾
Tangible common equity to tangible assets	8.04	%	8.59	%	N/A		N/A		N/A
Tangible common equity, excluding AOCI, to tangible assets	8.16	%	8.89	%	N/A		N/A		N/A
Tangible common equity to risk-weighted assets	9.13	%	9.29	%	N/A		N/A		N/A

N/A - Not applicable.


⁽¹⁾	Ratios are not subject to formal Federal Reserve regulatory guidance.

⁽²⁾

~~In management's view, Tier 1~~Tangible common ~~capital~~equity ratios are non-GAAP metrics. For a discussion of non-GAAP financial measures, see the section of this Item 2 titled "Non-GAAP Financial Information and ~~TCE measures are meaningful to the Company, as well as analysts and investors, in assessing the Company's use of equity and in facilitating comparisons with competitors.~~Reconciliations."

The Company's total capital to risk-weighted assets was 12.25% as of September 30, 2016, increasing compared to December 31, 2016 due primarily to the issuance of $150.0 million of subordinated notes during the third quarter of 2016. The decrease in the Company's other regulatory capital ratios from December 31, 2015 resulted from the addition of risk-weighted and average assets, including goodwill and other intangible assets, related to ~~end-of-period risk-weighted assets decreased due to organic loan growth and~~ the NI Bancshares ~~acquisition completed late in~~acquisition. These declines were partially offset by earnings and the ~~first quarter~~$54.9 million of ~~2016.~~common stock issued as consideration for the NI Bancshares acquisition.

The Board of Directors reviews the Company's capital plan each quarter, considering the current and expected operating environment as well as an evaluation of various capital alternatives.

Dividends

The Board of Directors approved a quarterly cash dividend of $0.09 per common share during the ~~first~~third quarter of 2016. The dividend increased from $0.08 to $0.09 per common share during the first quarter of 2015.

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ITEM 3. QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, exchange rates, and equity prices. Interest rate risk is our primary market risk and is the result of repricing, basis, and option risk. A description and analysis of our interest rate risk management policies is included in Part II, Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," in our 2015 10-K.

We seek to achieve consistent growth in net interest income and net income while managing volatility that arises from shifts in interest rates. The Bank's Asset Liability Committee ("ALCO") oversees financial risk management by developing programs to measure and manage interest rate risks within authorized limits set by the Bank's Board of Directors. ALCO also approves the Bank's asset and liability management policies, oversees the formulation and implementation of strategies to improve balance sheet positioning and earnings, and reviews the Bank's interest rate sensitivity position. Management uses net interest income simulation modeling to analyze and capture exposure of earnings to changes in interest rates.

Net Interest Income Sensitivity

The analysis of net interest income sensitivity assesses the magnitude of changes in net interest income over a twelve-month measurement period resulting from immediate changes in interest rates using multiple rate scenarios. These scenarios include, but are not limited to, a flat or unchanged rate environment, immediate increases of 100, 200, and 300 basis points, and an immediate decrease of 100 basis points. Due to the low interest rate environment as of ~~March 31,~~September 30, 2016 and December 31, 2015, management determined that an immediate decrease in interest rates greater than 100 basis points was not meaningful for this analysis.

This simulation analysis is based on expected future cash flows and repricing characteristics for balance sheet and off-balance sheet instruments and incorporates market-based assumptions regarding the effect of changing interest rates on the prepayment rates of certain assets and liabilities. In addition, this sensitivity analysis examines assets and liabilities at the beginning of the measurement period and does not assume any changes from growth or business plans over the next twelve months. Interest-earning assets and interest-bearing liabilities are assumed to re-price based on contractual terms over the twelve-month measurement period assuming an instantaneous parallel shift in interest rates in effect at the beginning of the measurement period. The simulation analysis also incorporates assumptions based on the historical behavior of deposit rates in relation to interest rates. Because these assumptions are inherently uncertain, the simulation analysis cannot definitively measure net interest income or predict the impact of the fluctuation in interest rates on net interest income, but does provide an indication of the Company's sensitivity to changes in interest rates. Actual results may differ from simulated results due to timing, magnitude, and frequency of interest rate changes as well as changes in market conditions and management strategies.

Our balance sheet is asset sensitive based on repricing and maturity characteristics and simulation analysis assumptions. The Bank's current simulation analysis indicates we would benefit from rising interest rates. Interest-earning assets consist of short and long-term products. Excluding non-accrual loans ~~44%~~and including the impact of hedging certain corporate variable rate loans using interest rate swaps through which the Company receives fixed amounts and pays variable amounts, 49% of the loan portfolio consisted of fixed rate loans and ~~56%~~51% were floating rate loans as of ~~March 31,~~September 30, 2016, compared to 54% and 46%, respectively, as of December 31, 2015.

As of ~~March 31,~~September 30, 2016, investments, consisting of securities and interest-bearing deposits in other banks, are more heavily weighted toward fixed rate securities at ~~91%~~85% of the total compared to 9%15% for floating rate interest-bearing deposits in other banks. This compares to investments comprising 84% of fixed rate securities and 16% of floating rate interest-bearing deposits in other banks as of December 31, 2015. Fixed rate loans are most sensitive to the 3-5 year portion of the yield curve and the Bank limits its loans with maturities that extend beyond 5 years. The majority of floating rate loans are indexed to the short-term Prime or LIBOR rates. The amount of floating rate loans with active interest rate floors was ~~$416.2~~$376.9 million, or ~~10%~~8%, of the floating rate loan portfolio as of ~~March 31,~~September 30, 2016, compared to $374.5 million, or 10%, of the floating rate loan portfolio as of December 31, 2015. On the liability side of the balance sheet, ~~85% and~~ 86% of deposits as of ~~March 31,~~both September 30, 2016 and December 31, 2015 ~~respectively,~~ are demand deposits or interest-bearing core deposits, which either do not pay interest or the interest rates are expected to rise at a slower pace than short-term interest rates.

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Analysis of Net Interest Income Sensitivity

(Dollar amounts in thousands)


	Immediate Change in Rates												Immediate Change in Rates
	+300			+200			+100			-100			+300			+200			+100			-100
As of March 31, 2016
As of September 30, 2016
Dollar change	$	47,421		$	28,944		$	20,806		$	(22,320	)	$	56,698		$	35,168		$	24,156		$	(19,967	)
Percent change	13.8		%	8.4		%	6.1		%	(6.5		)%	16.5		%	10.2		%	7.0		%	(5.8		)%
As of December 31, 2015
Dollar change	$	46,556		$	28,038		$	19,420		$	(18,421	)	$	46,556		$	28,038		$	19,420		$	(18,421	)
Percent change	14.8		%	8.9		%	6.2		%	(5.9		)%	14.8		%	8.9		%	6.2		%	(5.9		)%

The sensitivity of estimated net interest income to an instantaneous parallel shift in interest rates is reflected as both dollar and percentage changes. This table illustrates that an instantaneous 200 basis point rise in interest rates as of ~~March 31,~~September 30, 2016 would increase net interest income by ~~$28.9~~$35.2 million, or ~~8.4%~~10.2%, over the next twelve months compared to no change in interest rates. This same measure was $28.0 million, or 8.9%, as of December 31, 2015.

Overall, interest rate risk volatility as of ~~March 31,~~September 30, 2016 ~~decreased slightly~~increased compared to December 31, 2015, driven primarily by organic growth in floating rate loans and the issuance of fixed-rate subordinated notes. These increases were partially offset by the NI Bancshares acquisition which added term securities and fixed rate loans. ~~This decline was partly offset by organic growth in floating rate loans and term securities, funded by short-term FHLB advances and organic growth in core deposits, which are less rate sensitive.~~ While net interest income is projected to decline in a decreasing interest rate environment, we believe the risk of a significant and sustained decrease in interest rates is minimal.

ITEM 4. CONTROLS AND PROCEDURES

At the end of the period covered by this report, (the "Evaluation Date"), the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's President and Chief Executive Officer and its Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on that evaluation, the President and Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that as of the Evaluation Date, the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms. There were no changes in the Company's internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary course of business, there were certain legal proceedings pending against the Company and its subsidiaries at ~~March 31,~~September 30, 2016. While the outcome of any legal proceeding is inherently uncertain, based on information currently available, the Company's management does not expect that any liabilities arising from pending legal matters towill have a material adverse effect on the Company's financial condition, results of operations, or cash flows.

ITEM 1A. RISK FACTORS

The Company provided a discussion of certain risks and uncertainties faced by the Company in its Annual Report on Form 10-K for 2015. However, these factors may not be the only risks or uncertainties the Company faces.

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

The following table summarizes the Company's monthly Common Stock purchases during the ~~first~~third quarter of 2016. The Board approved a stock repurchase program on November 27, 2007. Up to 2.5 million shares of the Company's Common Stock may be repurchased, and the total remaining authorization under the program was 2,487,947 shares as of ~~March 31,~~September 30, 2016. The repurchase program has no set expiration or termination date.

Issuer Purchases of Equity Securities

Total
Number of
Shares
Purchased ⁽¹⁾

Average
Price
Paid per
Share

Total Number
of Shares
Purchased as
Part of a
Publicly
Announced
Plan or
Program

Maximum
Number of
Shares that
May Yet Be
Purchased
Under the
Plan or
Program
January 1 – January 31, 2016 —
$ —
—
2,487,947
February 1 – February 29, 2016 111,277
16.15
—
2,487,947
March 1 – March 31, 2016 —
—
—
2,487,947
Total 111,277
$ 16.15
—



	Total Number of Shares Purchased ⁽¹⁾	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program	Maximum Number of Shares that May Yet Be Purchased Under the Plan or Program
July 1 – July 31, 2016	731	$	18.56	—	2,487,947
August 1 – August 31, 2016	1,363	19.01		—	2,487,947
September 1 – September 30, 2016	1,971	19.68		—	2,487,947
Total	4,065	$	19.25	—

⁽¹⁾

Consists of shares acquired pursuant to the Company's share-based compensation plans and not the Company's Board-approved stock repurchase program. Under the terms of the Company's share-based compensation plans, the Company accepts previously owned shares of Common Stock surrendered to satisfy tax withholding obligations associated with the vesting of restricted shares or by option holders upon exercise to cover the exercise price of the stock options.

6975

ITEM 6. EXHIBITS



Exhibit Number		Description of Documents

3.1		Restated Certificate of Incorporation of the Company is incorporated herein by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2009.
3.2		Certificate of Amendment of Restated Certificate of Incorporation of the Company is incorporated herein by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2014.
3.3		Amended and Restated By-Laws of the Company is incorporated herein by reference to Exhibit ~~3.2~~3.1 to the Company's ~~Annual~~Current Report on Form ~~10-K~~8-K filed with the Securities and Exchange Commission on ~~February 28, 2012.~~May 24, 2016.
4.1		Satisfaction and Discharge of Indenture, dated September 9, 2016, between First Midwest Bancorp, Inc. and U.S. Bank National Association, as trustee, is incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2016.
4.2		Subordinated Notes Indenture, dated September 29, 2016, between First Midwest Bancorp, Inc. and U.S. Bank National Association, as trustee, incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2016.
4.3		First Supplemental Indenture, dated September 29, 2016, to the Subordinated Notes Indenture, between First Midwest Bancorp, Inc. and U.S. Bank National Association, as trustee, is incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2016.
4.4		Form of 5.875% Subordinated Notes due 2026 is incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2016.
10.1		~~Form~~Agreement of ~~Restricted Stock Award Agreement between the Company~~Sale and ~~certain officers of the Company pursuant~~Purchase, dated September 12, 2016, by First Midwest Bank and Oak Street Real Estate Capital, LLC, is incorporated herein by reference to Exhibit 10.1 to the ~~First Midwest Bancorp, Inc. Omnibus Stock~~Company’s Current Report on Form 8-K filed with the Securities and ~~Incentive Plan.~~Exchange Commission on September 13, 2016.
10.2		Form of ~~Restricted Stock Unit Award~~Absolute Lease Agreement ~~between the Company and certain officers of the Company pursuant~~is incorporated herein by reference to Exhibit 10.2 to the ~~First Midwest Bancorp, Inc. Omnibus Stock~~Company's Current Report on Form 8-K filed with the Securities and ~~Incentive Plan.~~Exchange Commission on September 13, 2016.
10.3		~~Form~~Loan Agreement, dated as of ~~Performance Share Award Agreement~~September 27, 2016, between ~~the Company and certain officers of the Company pursuant to the~~ First Midwest Bancorp, Inc. ~~Omnibus Stock~~ and ~~Incentive Plan.~~U.S. Bank National Association, is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2016.
11		Statement re: Computation of Per Share Earnings - The computation of basic and diluted earnings per common share is included in Note 1011 of the Company's Notes to the Condensed Consolidated Financial Statements included in "ITEM 1. FINANCIAL STATEMENTS" of this document.
15		Acknowledgement of Independent Registered Public Accounting Firm.
31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 ⁽¹⁾		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 ⁽¹⁾		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99		Review Report of Independent Registered Public Accounting Firm.
101		Interactive Data File.


⁽¹⁾	Furnished, not filed.

7076

SIGNATURES

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

First Midwest Bancorp, Inc.

/s/ PAUL F. CLEMENS

Paul F. Clemens

Executive Vice President and Chief Financial Officer*

Date: ~~May~~November 4, 2016

* Duly authorized to sign on behalf of the registrant.

7177