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 June 30, 2017March 31, 2018
 
   
 or 
   
[ ]
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _________ to __________.
 

Commission File Number 0-10967
______________________
 
a3282014fmbilogoa03a09.jpg
(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) 875-7463
______________________
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, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [X] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ ]
(Do not check if a smaller reporting company) Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X].
As of AugustMay 4, 2017,2018, there were 102,737,430103,084,699 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) 
 
 
 
  
  
  
  
  
 
Item 2.
 
 
Item 3.
 
 
Item 4.
 
 
Part II.
  
 
Item 1.
 
 
Item 1A.
 
 
Item 2.
 
 
Item 6.
 



Table of Contents



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)
    June 30,
2017
 December 31,
2016
    March 31,
2018
 December 31,
2017
Assets    (Unaudited)      (Unaudited)  
Cash and due from banksCash and due from banks $181,171
 $155,055
Cash and due from banks $150,138
 $192,800
Interest-bearing deposits in other banksInterest-bearing deposits in other banks 103,181
 107,093
Interest-bearing deposits in other banks 84,898
 153,770
Trading securities, at fair valueTrading securities, at fair value 19,545
 17,920
Trading securities, at fair value 
 20,447
Equity securities, at fair valueEquity securities, at fair value 28,513
 
Securities available-for-sale, at fair valueSecurities available-for-sale, at fair value 1,908,248
 1,919,450
Securities available-for-sale, at fair value 2,040,950
 1,884,209
Securities held-to-maturity, at amortized costSecurities held-to-maturity, at amortized cost 17,353
 22,291
Securities held-to-maturity, at amortized cost 13,400
 13,760
Federal Home Loan Bank ("FHLB") and Federal Reserve Bank ("FRB") stock, at costFederal Home Loan Bank ("FHLB") and Federal Reserve Bank ("FRB") stock, at cost 66,333
 59,131
Federal Home Loan Bank ("FHLB") and Federal Reserve Bank ("FRB") stock, at cost 80,508
 69,708
LoansLoans 10,232,159
 8,254,145
Loans 10,676,774
 10,437,812
Allowance for loan lossesAllowance for loan losses (92,371) (86,083)Allowance for loan losses (94,854) (95,729)
Net loansNet loans 10,139,788
 8,168,062
Net loans 10,581,920
 10,342,083
Other real estate owned ("OREO")Other real estate owned ("OREO") 26,493
 26,083
Other real estate owned ("OREO") 17,472
 20,851
Premises, furniture, and equipment, netPremises, furniture, and equipment, net 135,745
 82,577
Premises, furniture, and equipment, net 126,348
 123,316
Investment in bank-owned life insurance ("BOLI")Investment in bank-owned life insurance ("BOLI") 278,353
 219,746
Investment in bank-owned life insurance ("BOLI") 281,285
 279,900
Goodwill and other intangible assetsGoodwill and other intangible assets 752,413
 366,876
Goodwill and other intangible assets 754,814
 754,757
Accrued interest receivable and other assetsAccrued interest receivable and other assets 340,517
 278,271
Accrued interest receivable and other assets 219,725
 221,451
Total assetsTotal assets $13,969,140
 $11,422,555
Total assets $14,379,971
 $14,077,052
LiabilitiesLiabilities    Liabilities    
Noninterest-bearing depositsNoninterest-bearing deposits $3,525,905
 $2,766,748
Noninterest-bearing deposits $3,527,081
 $3,576,190
Interest-bearing depositsInterest-bearing deposits 7,473,815
 6,061,855
Interest-bearing deposits 7,618,941
 7,477,135
Total depositsTotal deposits 10,999,720
 8,828,603
Total deposits 11,146,022
 11,053,325
Borrowed fundsBorrowed funds 639,333
 879,008
Borrowed funds 950,688
 714,884
Senior and subordinated debtSenior and subordinated debt 194,886
 194,603
Senior and subordinated debt 195,312
 195,170
Accrued interest payable and other liabilitiesAccrued interest payable and other liabilities 298,358
 263,261
Accrued interest payable and other liabilities 218,662
 248,799
Total liabilitiesTotal liabilities 12,132,297
 10,165,475
Total liabilities 12,510,684
 12,212,178
Stockholders' EquityStockholders' Equity    Stockholders' Equity    
Common stockCommon stock 1,123
 913
Common stock 1,123
 1,123
Additional paid-in capitalAdditional paid-in capital 1,025,607
 498,937
Additional paid-in capital 1,021,923
 1,031,870
Retained earningsRetained earnings 1,056,072
 1,016,674
Retained earnings 1,103,840
 1,074,990
Accumulated other comprehensive loss, net of taxAccumulated other comprehensive loss, net of tax (36,567) (40,910)Accumulated other comprehensive loss, net of tax (57,531) (33,036)
Treasury stock, at costTreasury stock, at cost (209,392) (218,534)Treasury stock, at cost (200,068) (210,073)
Total stockholders' equityTotal stockholders' equity 1,836,843
 1,257,080
Total stockholders' equity 1,869,287
 1,864,874
Total liabilities and stockholders' equityTotal liabilities and stockholders' equity $13,969,140
 $11,422,555
Total liabilities and stockholders' equity $14,379,971
 $14,077,052
              
June 30, 2017 December 31, 2016March 31, 2018 December 31, 2017
(Unaudited)    (Unaudited)    
Preferred Common Preferred CommonPreferred Common Preferred Common
Shares Shares Shares SharesShares Shares Shares Shares
       
Par value$
 $0.01
 $
 $0.01
$
 $0.01
 $
 $0.01
Shares authorized1,000
 250,000
 1,000
 150,000
1,000
 250,000
 1,000
 250,000
Shares issued
 112,345
 
 91,284

 112,353
 
 112,351
Shares outstanding
 102,741
 
 81,325

 103,092
 
 102,717
Treasury shares
 9,604
 
 9,959

 9,261
 
 9,634
 
See accompanying unaudited notes to the condensed consolidated financial statements.

3




Table of Contents



FIRST MIDWEST BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
(Unaudited)
 Quarters Ended 
 June 30,
 Six Months Ended 
 June 30,
 Quarters Ended 
 March 31,
 2017 2016 2017 2016 2018 2017
Interest Income            
Loans $114,820
 $86,526
 $227,185
 $164,981
 $118,686
 $112,365
Investment securities 10,527
 9,363
 21,011
 17,921
 11,756
 10,484
Other short-term investments 1,169
 661
 2,019
 1,196
 903
 850
Total interest income 126,516
 96,550
 250,215
 184,098
 131,345
 123,699
Interest Expense            
Deposits 3,729
 2,482
 6,938
 4,867
 6,179
 3,209
Borrowed funds 2,099
 1,499
 4,293
 2,815
 3,479
 2,194
Senior and subordinated debt 3,105
 2,588
 6,204
 5,721
 3,124
 3,099
Total interest expense 8,933
 6,569
 17,435
 13,403
 12,782
 8,502
Net interest income 117,583
 89,981
 232,780
 170,695
 118,563
 115,197
Provision for loan losses 8,239
 8,085
 13,157
 15,678
 15,181
 4,918
Net interest income after provision for loan losses 109,344
 81,896
 219,623
 155,017
 103,382
 110,279
Noninterest Income            
Service charges on deposit accounts 12,153
 10,169
 23,518
 19,642
 11,652
 11,365
Wealth management fees 10,525
 8,642
 20,185
 16,201
 10,958
 9,660
Card-based fees 8,832
 7,592
 16,948
 14,310
Card-based fees, net 3,933
 8,116
Mortgage banking income 2,397
 1,888
Capital market products income 2,217
 2,066
 3,593
 5,281
 1,558
 1,376
Mortgage banking income 1,645
 1,863
 3,533
 3,231
Other service charges, commissions, and fees 5,856
 5,602
 11,298
 10,863
 2,548
 5,442
Net securities gains 284
 23
 284
 910
Other income 3,433
 1,865
 5,537
 3,310
 2,471
 2,104
Total noninterest income 44,945
 37,822
 84,896
 73,748
 35,517
 39,951
Noninterest Expense            
Salaries and employee benefits 54,575
 46,267
 110,347
 90,861
 56,787
 55,772
Net occupancy and equipment expense 12,485
 9,928
 24,810
 19,625
 13,773
 12,325
Professional services 9,112
 5,292
 17,575
 11,212
 7,580
 8,463
Technology and related costs 4,485
 3,669
 8,918
 7,370
 4,771
 4,433
Net OREO expense 1,631
 1,122
 3,331
 1,786
 1,068
 1,700
Other expenses 16,289
 14,458
 31,673
 27,451
 11,603
 15,384
Acquisition and integration related expenses 1,174
 618
 19,739
 5,638
 
 18,565
Total noninterest expense 99,751
 81,354
 216,393
 163,943
 95,582
 116,642
Income before income tax expense 54,538
 38,364
 88,126
 64,822
 43,317
 33,588
Income tax expense 19,588
 13,097
 30,321
 21,593
 9,807
 10,733
Net income $34,950
 $25,267
 $57,805
 $43,229
 $33,510
 $22,855
Per Common Share Data            
Basic earnings per common share $0.34
 $0.31
 $0.57
 $0.54
 $0.33
 $0.23
Diluted earnings per common share $0.34
 $0.31
 $0.57
 $0.54
 $0.33
 $0.23
Dividends declared per common share $0.10
 $0.09
 $0.19
 $0.18
 $0.11
 $0.09
Weighted-average common shares outstanding 101,743
 80,383
 101,081
 79,182
 101,922
 100,411
Weighted-average diluted common shares outstanding 101,763
 80,396
 101,101
 79,194
 101,938
 100,432
 
See accompanying unaudited notes to the condensed consolidated financial statements.

4




Table of Contents



FIRST MIDWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollar amounts in thousands)
(Unaudited)
 Quarters Ended 
 June 30,
 Six Months Ended 
 June 30,
 Quarters Ended 
 March 31,
 2017 2016 2017 2016 2018 2017
Net income $34,950
 $25,267
 $57,805
 $43,229
 $33,510
 $22,855
Securities Available-for-Sale            
Unrealized holding gains:        
Unrealized holding (losses) gains:    
Before tax 7,352
 9,493
 10,650
 28,366
 (25,153) 3,298
Tax effect (2,941) (3,795) (4,262) (11,341) 6,972
 (1,321)
Net of tax 4,411
 5,698
 6,388
 17,025
 (18,181) 1,977
Reclassification of net gains included in net income:      
Before tax 284
 23
 284
 910
Tax effect (114) (9) (114) (364)
Net of tax 170
 14
 170
 546
Net unrealized holding gains 4,241
 5,684
 6,218
 16,479
Derivative Instruments            
Unrealized holding gains (losses):            
Before tax (905) 924
 (3,125) 5,199
 522
 (2,220)
Tax effect 361
 (370) 1,250
 (2,092) (147) 889
Net of tax (544) 554
 (1,875) 3,107
 375
 (1,331)
Total other comprehensive income 3,697
 6,238
 4,343
 19,586
Total other comprehensive (loss) income (17,806) 646
Total comprehensive income $38,647
 $31,505
 $62,148
 $62,815
 $15,704
 $23,501


 
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
 
Accumulated
Unrealized
Loss on
Securities
Available-
for-Sale
 
Accumulated Unrealized
Loss on Derivative Instruments
 
Unrecognized
Net Pension
Costs
 
Total
Accumulated
Other
Comprehensive
Loss
Balance at December 31, 2015 $(10,271) $(2,468) $(15,650) $(28,389)
Other comprehensive income 16,479
 3,107
 
 19,586
Balance at June 30, 2016 $6,208
 $639
 $(15,650) $(8,803)
Balance at December 31, 2016 $(22,645) $(1,176) $(17,089) $(40,910) $(22,645) $(1,176) $(17,089) $(40,910)
Other comprehensive income 6,218
 (1,875) 
 4,343
 1,977
 (1,331) 
 646
Balance at June 30, 2017 $(16,427) $(3,051) $(17,089) $(36,567)
Balance at March 31, 2017 $(20,668) $(2,507) $(17,089) $(40,264)
Balance at December 31, 2017 $(13,976) $(3,763) $(15,297) $(33,036)
Adjustment to apply recent accounting pronouncements(1)
 (2,864) (784) (3,041) (6,689)
Other comprehensive loss (18,181) 375
 
 (17,806)
Balance at March 31, 2018 $(35,021) $(4,172) $(18,338) $(57,531)
(1)
As a result of accounting guidance adopted in the first quarter of 2018, certain reclassifications were made from accumulated other comprehensive loss to retained earnings as of January 1, 2018. For further discussion of this guidance, see Note 2, "Recent Accounting Pronouncements."
 
See accompanying unaudited notes to the condensed consolidated financial statements.


5




Table of Contents



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, 2015 77,952
 $882
 $446,672
 $953,516
 $(28,389) $(226,413) $1,146,268
Balance at December 31, 2016 81,325
 $913
 $498,937
 $1,016,674
 $(40,910) $(218,534) $1,257,080
Net income 
 
 
 43,229
 
 
 43,229
 
 
 
 22,855
 
 
 22,855
Other comprehensive income 
 
 
 
 19,586
 
 19,586
 
 
 
 
 646
 
 646
Common dividends declared
($0.18 per common share)
 
 
 
 (14,468) 
 
 (14,468)
Common dividends declared
($0.09 per common share)
 
 
 
 (9,126) 
 
 (9,126)
Acquisition, net of issuance costs 3,042
 31
 54,865
 
 
 
 54,896
 21,078
 210
 533,322
 
 
 558
 534,090
Common stock issued 7
 
 112
 
 
 
 112
 2
 
 53
 
 
 
 53
Restricted stock activity 316
 
 (10,319) 
 
 7,819
 (2,500) 355
 
 (12,860) 
 
 9,108
 (3,752)
Treasury stock issued to
benefit plans
 (5) 
 (8) 
 
 (63) (71) (3) 
 
 
 
 (78) (78)
Share-based compensation expense 
 
 3,837
 
 
 
 3,837
 
 
 2,965
 
 
 
 2,965
Balance at June 30, 2016 81,312
 $913
 $495,159
 $982,277
 $(8,803) $(218,657) $1,250,889
Balance at December 31, 2016 81,325
 $913
 $498,937
 $1,016,674
 $(40,910) $(218,534) $1,257,080
Balance at March 31, 2017 102,757
 $1,123
 $1,022,417
 $1,030,403
 $(40,264) $(208,946) $1,804,733
Balance at December 31, 2017 102,717
 $1,123
 $1,031,870
 $1,074,990
 $(33,036) $(210,073) $1,864,874
Adjustment to apply recent accounting
pronouncements(1)
 
 
 
 6,689
 (6,689) 
 
Net income 
 
 
 57,805
 
 
 57,805
 
 
 
 33,510
 
 
 33,510
Other comprehensive income 
 
 
 
 4,343
 
 4,343
 
 
 
 
 (17,806) 
 (17,806)
Common dividends declared
($0.19 per common share)
 
 
 
 (18,407) 
 
 (18,407)
Acquisitions, net of issuance costs 21,078
 210
 533,322
 
 
 558
 534,090
Common dividends declared
($0.11 per common share)
 
 
 
 (11,349) 
 
 (11,349)
Common stock issued 5
 
 110
 
 
 
 110
 1
 
 94
 
 
 667
 761
Restricted stock activity 340
 
 (12,588) 
 
 8,748
 (3,840) 377
 
 (13,430) 
 
 9,432
 (3,998)
Treasury stock issued to
benefit plans
 (7) 
 (1) 
 
 (164) (165) (3) 
 22
 
 
 (94) (72)
Share-based compensation expense 
 
 5,827
 
 
 
 5,827
 
 
 3,367
 
 
 
 3,367
Balance at June 30, 2017 102,741
 $1,123
 $1,025,607
 $1,056,072
 $(36,567) $(209,392) $1,836,843
Balance at March 31, 2018 103,092
 $1,123
 $1,021,923
 $1,103,840
 $(57,531) $(200,068) $1,869,287
(1)
As a result of accounting guidance adopted in the first quarter of 2018, certain reclassifications were made from accumulated other comprehensive loss to retained earnings as of January 1, 2018. For further discussion of this guidance, see Note 2, "Recent Accounting Pronouncements."
 
See accompanying unaudited notes to the condensed consolidated financial statements.

6




Table of Contents



FIRST MIDWEST BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
(Unaudited)
 Six Months Ended 
 June 30,
 Three Months Ended 
 March 31,
 2017 2016 2018 2017
Operating Activities    
Net income $33,510
 $22,855
Adjustments to reconcile net income to net cash provided by operating activities:    
Provision for loan losses 15,181
 4,918
Depreciation of premises, furniture, and equipment 3,606
 3,461
Net amortization of premium on securities 3,848
 4,284
Gains on sales of 1-4 family mortgages and corporate loans held-for-sale (1,625) (1,414)
Net losses on sales and valuation adjustments of OREO 440
 689
Amortization of the FDIC indemnification asset 302
 302
Net losses on sales and valuation adjustments of premises, furniture, and equipment 60
 113
BOLI income (1,373) (1,260)
Share-based compensation expense 3,367
 2,965
Tax benefit related to share-based compensation 51
 29
Amortization of other intangible assets 1,802
 1,541
Originations of mortgage loans held-for-sale (49,535) (43,132)
Proceeds from sales of mortgage loans held-for-sale 65,185
 55,761
Net increase in equity securities (658) 
Net increase in trading securities 
 (1,210)
Net increase in accrued interest receivable and other assets (7,309) (6,767)
Net decrease in accrued interest payables and other liabilities (31,120) (34,934)
Net cash provided by operating activities $81,423
 $59,238
 35,732
 8,201
Investing Activities        
Proceeds from maturities, repayments, and calls of securities available-for-sale 158,946
 174,937
 70,236
 80,060
Proceeds from sales of securities available-for-sale 241,137
 40,043
 
 210,154
Purchases of securities available-for-sale (172,451) (532,934) (263,386) (94,766)
Proceeds from maturities, repayments, and calls of securities held-to-maturity 4,948
 4,360
 360
 4,549
Purchases of securities held-to-maturity (10) (16)
Net purchases of FHLB stock (3,955) (3,651) (10,800) 16,072
Net increase in loans (225,537) (432,283) (255,057) (43,771)
Premiums paid on BOLI, net of proceeds from claims (6) 1,599
 (12) (24)
Proceeds from sales of OREO 8,476
 3,852
 3,876
 5,364
Proceeds from sales of premises, furniture, and equipment 7,056
 3,213
 146
 404
Purchases of premises, furniture, and equipment (6,619) (7,536) (6,844) (2,891)
Net cash received from acquisitions 41,717
 57,347
 
 41,717
Net cash provided by (used in) investing activities 53,702
 (691,069)
Net cash (used in) provided by investing activities (461,481) 216,868
Financing Activities        
Net increase in deposit accounts 147,243
 278,657
 92,697
 104,064
Net (decrease) increase in borrowed funds (239,675) 282,232
Payments for the maturity of subordinated debt 
 (38,500)
Net increase (decrease) in borrowed funds 235,804
 (331,085)
Cash dividends paid (16,485) (14,123) (10,288) (7,206)
Restricted stock activity (4,004) (2,248) (3,998) (3,830)
Net cash (used in) provided by financing activities (112,921) 506,018
Net increase (decrease) in cash and cash equivalents 22,204
 (125,813)
Net cash provided by (used in) financing activities 314,215
 (238,057)
Net decrease in cash and cash equivalents (111,534) (12,988)
Cash and cash equivalents at beginning of period 262,148
 381,202
 346,570
 262,148
Cash and cash equivalents at end of period $284,352
 $255,389
 $235,036
 $249,160
    
Supplemental Disclosures of Cash Flow Information:    
Income taxes (refunded) paid $(958) $7,427
Interest paid to depositors and creditors 16,381
 13,269
Dividends declared, but unpaid 9,165
 7,595
Stock issued for acquisitions, net of issuance costs 534,090
 54,896
Non-cash transfers of loans to OREO 1,982
 3,675
Non-cash transfers of loans held-for-investment to loans held-for-sale 31,564
 63,709

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FIRST MIDWEST BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
(Dollar amounts in thousands)
(Unaudited)
  Three Months Ended 
 March 31,
  2018 2017
Supplemental Disclosures of Cash Flow Information:    
Income taxes paid $116
 $(1,259)
Interest paid to depositors and creditors 13,379
 9,354
Dividends declared, but unpaid 11,246
 9,163
Stock issued for acquisitions, net of issuance costs 
 534,090
Non-cash transfers of loans to OREO 937
 683
Non-cash transfers of loans held-for-investment to loans held-for-sale 905
 13,136
Non-cash transfer of equity securities previously classified as trading securities and
  securities available-for-sale
 27,855
 
 
See accompanying unaudited notes to the condensed consolidated financial statements.

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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 six months ended June 30, 2017March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.2018.
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 20162017 Annual Report on Form 10-K ("20162017 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 20162017 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 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. Certain loans that were previously classified as covered loans are no longer covered under the FDIC Agreements, and are included in acquired loans. 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

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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 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 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 generally 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") – 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.

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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 collateral 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 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

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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.earnings in the same income statement line item as the earnings effect of the hedged item. 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.

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2. RECENT ACCOUNTING PRONOUNCEMENTS
Adopted Accounting Pronouncements
Contingent Put and Call Options in Debt Instruments: In March of 2016, the Financial Accounting Standards Board ("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. The adoption of this guidance on January 1, 2017 did not 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. The adoption of this guidance on January 1, 2017 did not 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. The adoption of this guidance on January 1, 2017 resulted in a $638,000 tax benefit to the provision for income tax expense for the six months ended June 30, 2017, recorded in the Company's results of operations. The Company elected to estimate forfeitures, which is consistent with the Company's practice before the adoption of this guidance.
Accounting Pronouncements Pending Adoption
Revenue from Contracts with Customers: In May of 2014, the FASBFinancial Accounting Standards Board ("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. Additional amendments to clarify the implementation guidance on the identification of performance obligations and licensing were issued in April of 2016 and narrow-scope improvements and practical expedients were issued in May of 2016.
The guidance was initiallyis effective for annual and interim reporting periods beginning on or after December 15, 2016 but was deferred to 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.
The Company's revenue is comprised of net interest income on financial assets and liabilities, which areis excluded from the scope of this guidance, and noninterest income. The Company expects that this guidance will change howprimary sources of revenue from certain revenue streams is recognized within noninterest income are service charges on deposit accounts, wealth management fees, but does not expect these changes to have a significant impact on the Company's financial condition, resultscard-based fees, and merchant servicing fees. The adoption of operations, or liquidity. The Company continues to evaluate the impact of this guidance on other components of noninterest income. The Company will adopt this guidance on January 1, 2018, using the modified retrospective approach, withaffected how the Company presents merchant servicing fees, merchant card expenses, card-based fees, and cardholder expenses, which are presented on a gross basis within noninterest income and noninterest expense for the prior period and are presented on a net basis within noninterest income for the current period. Total expenses of $3.7 million for the quarter ended March 31, 2018 were netted in noninterest income. The adoption of this guidance did not impact net income, therefore, a cumulative effect adjustment to opening retained earnings ifwas not deemed necessary. Consistent with the modified retrospective approach, the Company did not adjust prior period amounts for the reclassification of merchant card expenses and cardholder expenses.
A description of the Company's revenue streams accounted for under the scope of this guidance follows:
Service Charges on Deposit Accounts – Service charges on deposit accounts consist of account analysis fees (net fees earned on analyzed business and public checking accounts), monthly service fees, and other deposit account related fees. The Company's performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Other deposit account related fees are largely transactional based and therefore, the Company's performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges

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on deposit accounts is primarily received as a direct charge to customers' accounts. As a result of the adoption of this guidance, there was no impact to the method of recognizing revenue related to service charges on deposit accounts for the quarter ended March 31, 2018.
Wealth management fees – Wealth management fees represents quarterly fees due from wealth management customers as consideration for managing the customers' assets. Wealth management services include custody of assets, investment management, escrow services, fees for trust services and similar fiduciary activities. Revenue is recognized when our performance obligation is completed each quarter, which is generally the time that payment is received. Also included are fees received from a third-party broker-dealer as part of a revenue-sharing agreement. These fees are paid to us by the third-party on a quarterly basis and recognized ratably throughout the quarter as our performance obligation is satisfied. As a result of the adoption of this guidance, there was no impact to the method of recognizing revenue related to wealth management fees for the quarter ended March 31, 2018.
Card-based fees, net – Card-based fees, net consists of debit and credit card interchange fees for processing transactions, as well as, various fees for automated teller machine ("ATM") and point-of-sale transactions processed through the related networks. Interchange, ATM, and point-of-sale fees from cardholder transactions represent a percentage of the underlying transaction value or a flat fee and are recognized daily, in connection with the transaction processing services provided to the cardholder. Card-based fees are presented net of certain contract costs associated with the debit, credit and ATM card interchange networks. As a result of the adoption of this guidance, $1.8 million of cardholder expenses are netted against card-based fees for the quarter ended March 31, 2018.
Merchant servicing fees, net – Merchant servicing fees, net is included in other service charges, commissions, and fees in the Consolidated Statements of Income. The Company acts in an adjustment is deemedagency capacity with respect to be significant.its merchants to process their debit and credit card transactions, deriving revenue from assisting another entity in transactions with our customers. Merchant servicing fees represent a percentage of the underlying net transaction volume or a flat fee and are recognized monthly. Merchant servicing fees are presented net of certain contract costs associated with the third-party merchant processing. As a result of the adoption of this guidance, $1.9 million of merchant card expenses are netted against merchant servicing fees for the quarter ended March 31, 2018.
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 subsequent changes in fair value will be recognized in net income unless the investments qualify for a new practicability exception. Equity securities totaling $27.9 million are no longer classified as trading securities or securities available-for-sale. This guidance also requires entities to recognize changes in instrument-specific credit risk related to financial liabilities measured underadjust the fair value option in other comprehensive income.disclosures for financial instruments carried at amortized cost from an entry price to an exit price. No changes were made to the guidance for classifying and measuring investments in debt securities and loans. Except as discussed above, the adoption of this guidance on January 1, 2018 did not materially impact the Company's financial condition, results of operations, or 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. The adoption of this guidance on January 1, 2018 did not materially impact the Company's financial condition, results of operations, or liquidity.
Income Taxes: In October of 2016, the FASB issued guidance that requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The adoption of this guidance on January 1, 2018 did not materially impact the Company's financial condition, results of operations, or liquidity.
Clarifying the Definition of a Business: In January of 2017, the FASB issued guidance that clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The adoption of this guidance on January 1, 2018 did not impact the Company's financial condition, results of operations, or liquidity.
Presentation of Defined Benefit Retirement Plan Costs: In March of 2017, the FASB issued guidance that changes how employers that sponsor defined pension and or other postretirement benefit plans present the net periodic benefit cost in the income statement. Employers are required to present the service cost component of net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. Other components of net periodic benefit cost are required to be presented separately from the line item(s) that includes the service cost. The adoption of this guidance on January 1, 2018 did not materially impact the Company's financial condition, results of operations, or liquidity.
Share-based Payment Award Modifications: In May of 2017, the FASB issued guidance to reduce diversity in practice by clarifying when changes to the terms or conditions of a share-based payment award must be accounted for as a modification. The adoption of this guidance on January 1, 2018 did not materially impact the Company's financial condition, results of operations, or liquidity.

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Derivatives and Hedging: In August of 2017, the FASB issued guidance to better align the financial reporting related to hedging activities with the economic objectives of those activities and to simplify the application of current hedge accounting guidance. Entities are required to apply the guidance using a modified retrospective method as of the period of adoption. This guidance is effective for annual and interim periods beginning after December 31, 2018. Early adoption is permitted, and the Company elected to do so on January 1, 2018, which did not materially impact the Company's financial condition, results of operations, or liquidity.
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income: In February of 2018, the FASB issued guidance that requires a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. Entities electing the reclassification are required to apply the guidance either at the beginning of the period of adoption or retrospectively for all periods impacted. This guidance is effective for annual and interim periods beginning after December 15, 2017.2018. Early adoption is permitted. Management does not expectpermitted and the adoptionCompany elected to do so on January 1, 2018, which resulted in the reclassification of this guidance will materially impact$6.8 million of stranded tax effects from accumulated other comprehensive loss to retained earnings as of the Company's financial condition, resultsbeginning of operations, or liquidity.the period of adoption.
Accounting Pronouncements Pending Adoption
Leases: In February of 2016, the FASB issued guidance to increase transparency and comparability across entities for leasing arrangements. This guidance requires lessees to 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 2016, the CompanyFirst Midwest Bank (the "Bank") entered into a sale-leaseback transaction that resulted in a deferred gain of $82.5 million, with $78.1$73.1 million remaining as of June 30, 2017.March 31, 2018. Upon adoption of this guidance, the remaining deferred gain will be recognized immediately

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as a cumulative-effect adjustment to equity. For additional discussion of the sale-leaseback transaction, see Note 8 "Premises, Furniture, and Equipment."Equipment" to the Consolidated Financial Statements in the Company's 2017 10-K. Management is evaluating the new guidance and the additional impact to 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.
Income Taxes: In October of 2016, the FASB issued guidance that requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. 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.
Clarifying the Definition of a Business: In January of 2017, the FASB issued guidance that clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. This guidance is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. Management will apply this guidance to future transactions upon adoption.
Accounting for Goodwill Impairment: In January of 2017, the FASB issued guidance that simplifies the accounting for goodwill impairment for all entities. The new guidance eliminates the requirement to calculate the implied fair value of goodwill using the second step of the quantitative two-step goodwill impairment model prescribed under current accounting guidance. Under the new guidance, if a reporting unit's carrying amount exceeds its fair value, an entity will record an impairment charge based on that difference. This guidance is effective for annual and interim goodwill impairment testing dates beginning after December 15, 2019. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. Management does not expect the adoption of this guidance will materially impact the Company's financial condition, results of operations, or liquidity.
Presentation of Defined Benefit Retirement Plan Costs: In March of 2017, the FASB issued guidance that changes how employers that sponsor defined pension and or other postretirement benefit plans present the net periodic benefit cost in the income statement. Employers will present the service cost component of net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. Other components of net periodic benefit cost will be presented separately from the line item(s) that includes the service cost. 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.
Premium Amortization on Purchased Callable Debt Securities: In March of 2017, the FASB issued guidance that shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. This guidance is effective for annual and interim periods beginning after December 15, 2018. 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.
Share-based Payment Award Modifications: In May of 2017, the FASB issued guidance to reduce diversity in practice by clarifying when changes to the terms or conditions of a share-based payment award must be accounted for as a modification. 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.

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3. ACQUISITIONS
Completed Acquisitions
Standard Bancshares, Inc.
On January 6, 2017, the Company completed theits acquisition of Standard Bancshares, Inc. ("Standard"), the holding company for Standard Bank and Trust Company. Pursuant to the terms of the merger agreement, on January 6, 2017, each outstanding share of Standard common stock was canceled and converted into the right to receive 0.4350 of a share of Company common stock. Based on the closing trading price of shares of Company common stock on the NASDAQof $25.34 on that date, of $25.34,as reported by NASDAQ, the value of the merger consideration per share of Standard common stock was $11.02. Each outstanding Standard stock settled right was redeemed for cash, and each outstanding Standard stock option and each share of Standard phantom stock was canceled and terminated in exchange for the right to receive cash, in each case, pursuant to the terms of the merger agreement. This resulted in an overall transaction value of approximately $580.7 million, which consisted of 21,057,085 shares of Company common stock and $47.1 million in cash. Goodwill of $339.3$345.3 million associated with the acquisition was recorded by the Company. All operating systems were converted during the first quarter of 2017.
During the second quarter of 2017, the Company updatedfinalized the fair value adjustments associated with the Standard transaction. The adjustments were recognized in the current period in accordance with accounting guidance applicable to business combinations. The fair value adjustments, including goodwill, remain preliminary and may change as the Company continues to finalize the fair value of the assets and liabilities acquired.transactions.
Premier Asset Management LLC
On February 28, 2017, the Company completed theits acquisition of Premier Asset Management LLC ("Premier"), a registered investment advisor based in Chicago, Illinois. At the close of the acquisition, the Company acquired approximately $550.0 million of trust assets under management. The fair value adjustments, including goodwill, remain preliminary and may change as
During the first quarter of 2018, the Company continues to finalizefinalized the fair value of the assets and liabilities acquired.
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 $22.2 million associated with the acquisition was recorded by the Company. The fair value adjustments associated with thisthe Premier transaction, were finalized during the first quarterwhich required a measurement period adjustment of 2017.

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The following table presents the assets acquired and liabilities assumed, net of the fair value adjustments,$1.9 million to increase goodwill. This adjustment was recognized in the Standard and NI Bancshares 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
(Amountscurrent period in thousands, except share and per share data)
 Standard NI Bancshares
 January 6, 2017 March 8, 2016
Assets   
Cash and due from banks and interest-bearing deposits in other banks$102,149
 $72,533
Securities available-for-sale214,107
 125,843
Securities held-to-maturity
 1,864
FHLB and FRB stock3,247
 1,549
Loans1,769,655
 396,181
OREO8,424
 2,863
Investment in BOLI55,629
 8,384
Goodwill339,253
 22,174
Other intangible assets31,072
 10,408
Premises, furniture, and equipment60,207
 19,636
Accrued interest receivable and other assets56,036
 16,453
Total assets$2,639,779
 $677,888
Liabilities   
Noninterest-bearing deposits$675,354
 $130,909
Interest-bearing deposits1,348,520
 464,012
Total deposits2,023,874
 594,921
Borrowed funds
 2,416
Intangible liabilities
 230
Accrued interest payable and other liabilities35,190
 10,239
Total liabilities2,059,064
 607,806
Consideration Paid   
Common stock (2017 - 21,057,085 shares issued at $25.34 per share,
  2016 - 3,042,494 shares issued at $18.059 per share), net of issuance costs
533,590
 54,896
Cash paid47,125
 15,186
Total consideration paid580,715
 70,082
 $2,639,779
 $677,888
Expenses relatedaccordance with accounting guidance applicable to the acquisition and integration of the transactions above totaled $1.2 million and $19.7 million during the quarter and six months ended June 30, 2017, respectively, and are reported as a separate component within noninterest expense in the Condensed Consolidated Statements of Income. Expenses related to the acquisition and integration of the transactions above totaled $618,000 and $5.6 million during the quarter and six months ended June 30, 2016, respectively. The acquisition of Standard was considered material to the Company's financial statements; therefore, pro forma financial data and related disclosures are included in the following tables.business combinations.

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The unaudited pro forma combined results of operations for the quarters and six months ended June 30, 2017 and 2016 are presented as if the Standard acquisition had occurred on January 1, 2016, the first day of the Company's 2016 fiscal year. The unaudited pro forma combined results of operations are presented for illustrative purposes only and do not necessarily indicate the financial results of the combined companies had the companies actually been combined at the beginning of the period presented. Fair value adjustments included in the following table are preliminary and may be revised. The unaudited pro forma results of operations also does not consider any potential impacts of potential revenue enhancements, anticipated cost savings and expense efficiencies, or asset dispositions, among other factors. Acquisition and integration related expenses directly attributable to the Standard acquisition have been excluded from the following table and are estimated to total $27.0 million, of which $1.2 million and $18.7 million was expensed during the quarter and six months ended June 30, 2017, respectively.
Unaudited Pro Forma Combined Results of Operations
(Dollar amounts in thousands)
  Quarters Ended 
 June 30,
 Six Months Ended 
 June 30,
  2017 2016 2017 2016
Total revenues (1)
 $162,528
 $154,831
 $319,285
 $298,176
Net income 35,652
 29,304
 68,386
 52,465

(1)
Includes net interest income and total noninterest income.
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. Acquired loans are separated into (i) non-PCI and (ii) 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. PCI loans are accounted for based on estimates of expected future cash flows. 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. For additional discussion regarding significant accounting policies on acquired loans see Note 1, "Summary of Significant Accounting Policies."
The following table presents additional detail for loans acquired in the Standard transaction at the acquisition date.
Standard Acquired Loans
(Dollar amounts in thousands)
  January 6, 2017
  PCI Loans Non-PCI Loans
Fair value $125,492
 $1,644,163
Contractually required principal and interest payments 210,891
 1,938,100
Best estimate of contractual cash flows not expected to be collected (1)
 57,754
 100,791
Best estimate of contractual cash flows expected to be collected 153,137
 1,837,309
(1)
Includes interest payments not expected to be collected due to loan prepayments as well as principal and interest payments not expected to be collected due to customer default.

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4. SECURITIES
The significant accounting policies related to securities are presented in Note 1, "Summary of Significant Accounting Policies" to the Consolidated Financial Statements in the Company's 20162017 10-K.
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 June 30, 2017 As of December 31, 2016 As of March 31, 2018 As of December 31, 2017
 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 Losses Gains Losses 
Securities Available-for-SaleSecurities Available-for-Sale              Securities Available-for-Sale              
U.S. treasury securities $48,568
 $19
 $(104) $48,483
 $48,581
 $26
 $(66) $48,541
 $50,487
 $
 $(296) $50,191
 $46,529
 $
 $(184) $46,345
U.S. agency securities 174,757
 599
 (298) 175,058
 183,528
 519
 (410) 183,637
 160,936
 146
 (1,544) 159,538
 157,636
 197
 (986) 156,847
Collateralized mortgage
obligations ("CMOs")
 1,017,896
 1,086
 (12,818) 1,006,164
 1,064,130
 969
 (17,653) 1,047,446
 1,213,796
 147
 (32,208) 1,181,735
 1,113,019
 121
 (17,954) 1,095,186
Other mortgage-backed
securities ("MBSs")
 377,043
 1,261
 (4,644) 373,660
 337,139
 1,395
 (5,879) 332,655
 434,485
 191
 (11,314) 423,362
 373,676
 201
 (4,334) 369,543
Municipal securities 262,906
 2,446
 (950) 264,402
 273,319
 1,245
 (3,718) 270,846
 217,855
 170
 (4,041) 213,984
 209,558
 693
 (1,260) 208,991
Trust-preferred
collateralized debt
obligations ("CDOs")
 47,740
 279
 (14,565) 33,454
 47,681
 261
 (14,682) 33,260
Corporate debt securities 12,161
 
 (21) 12,140
 
 
 
 
Equity securities(1) 7,106
 154
 (233) 7,027
 3,206
 147
 (288) 3,065
 
 
 
 
 7,408
 194
 (305) 7,297
Total securities
available-for-sale
 $1,936,016
 $5,844
 $(33,612) $1,908,248
 $1,957,584
 $4,562
 $(42,696) $1,919,450
 $2,089,720
 $654
 $(49,424) $2,040,950
 $1,907,826
 $1,406
 $(25,023) $1,884,209
Securities Held-to-MaturitySecurities Held-to-Maturity              Securities Held-to-Maturity              
Municipal securities $17,353
 $
 $(2,454) $14,899
 $22,291
 $
 $(4,079) $18,212
 $13,400
 $
 $(2,113) $11,287
 $13,760
 $
 $(1,747) $12,013
Trading Securities       $19,545
       $17,920
Equity Securities(1)
       $28,513
       $
Trading Securities(1)
       $
       $20,447

(1)
As a result of accounting guidance adopted in the first quarter of 2018, equity securities are no longer presented within trading securities or securities available-for-sale and are now presented within equity securities in the Consolidated Statements of Financial Condition for the current period. For further discussion of this guidance, see Note 2, "Recent Accounting Pronouncements."
Remaining Contractual Maturity of Securities
(Dollar amounts in thousands)
 As of June 30, 2017 As of March 31, 2018
 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 $94,163
 $91,946
 $1,935
 $1,661
 $130,003
 $128,358
 $1,611
 $1,357
After one year to five years 362,886
 354,341
 6,321
 5,427
 184,271
 181,940
 5,459
 4,598
After five years to ten years 2,595
 2,533
 2,259
 1,940
 127,155
 125,546
 2,195
 1,849
After ten years 74,327
 72,577
 6,838
 5,871
 10
 9
 4,135
 3,483
Securities that do not have a single contractual maturity date 1,402,045
 1,386,851
 
 
 1,648,281
 1,605,097
 
 
Total $1,936,016
 $1,908,248
 $17,353
 $14,899
 $2,089,720
 $2,040,950
 $13,400
 $11,287
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 $1.0 billion for March 31, 2018 and $1.1 billion for both June 30, 2017 and December 31, 2016.2017. No securities held-to-maturity were pledged as of June 30, 2017March 31, 2018 or December 31, 2016.2017.

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During the quarters ended March 31, 2018 and six months ended June 30, 2017 and 2016 there were no material gross trading gains (losses). The following table presents net and there were no realized gains (losses) on securities available-for-sale for the quarters and six months ended June 30, 2017 and 2016.
Securities Available-for-Sale Gains
(Dollar amounts in thousands)
  Quarters Ended 
 June 30,
 Six Months Ended 
 June 30,
  2017 2016 2017 2016
Gains on sales of securities:        
Gross realized gains $284
 $149
 $284
 $1,079
Gross realized losses 
 (126) 
 (169)
Net realized gains on sales of securities 284
 23
 284
 910
Non-cash impairment charges:        
Other-than-temporary securities impairment ("OTTI") 
 
 
 
Net realized gains $284
 $23
 $284
 $910
Securities acquired in the Standard transaction in the first quarter of 2017 were sold shortly after the acquisition date for $210.2 million, resulting in no gains or losses as the securities were recorded at fair value upon acquisition.available-for-sale.
Accounting guidance requires that the credit portion of an OTTIother-than-temporary impairment ("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.
TheThere was no outstanding balance of OTTI previously recognized on securities available-for-sale was $23.3 million foras of both June 30, 2017March 31, 2018 and December 31, 2016.2017. During the quarters ended March 31, 2018 and six months ended June 30, 2017 and 2016 there were no additions or reductionschanges to the balance of OTTI related to securities available-for-sale.

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The following table presents the aggregate amount of unrealized losses and the aggregate related fair values of securities with unrealized losses as of June 30, 2017March 31, 2018 and December 31, 2016.2017.
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 June 30, 2017            
As of March 31, 2018As of March 31, 2018            
Securities Available-for-SaleSecurities Available-for-Sale            Securities Available-for-Sale            
U.S. treasury securities 18
 $42,442
 $104
 $
 $
 $42,442
 $104
 22
 $32,744
 $222
 $60,664
 $74
 $93,408
 $296
U.S. agency securities 36
 68,096
 245
 13,235
 53
 81,331
 298
 77
 69,433
 519
 17,446
 1,025
 86,879
 1,544
CMOs 186
 737,140
 10,196
 87,787
 2,622
 824,927
 12,818
 238
 524,167
 9,432
 621,039
 22,776
 1,145,206
 32,208
MBSs 73
 287,409
 4,235
 21,101
 409
 308,510
 4,644
 98
 190,166
 3,677
 212,297
 7,637
 402,463
 11,314
Municipal securities 141
 58,746
 868
 3,623
 82
 62,369
 950
 447
 74,891
 1,210
 103,638
 2,831
 178,529
 4,041
CDOs 7
 
 
 30,744
 14,565
 30,744
 14,565
Equity securities 2
 
 
 6,778
 233
 6,778
 233
Corporate debt securities 3
 8,985
 21
 
 
 8,985
 21
Total 463
 $1,193,833
 $15,648
 $163,268
 $17,964
 $1,357,101
 $33,612
 885
 $900,386
 $15,081
 $1,015,084
 $34,343
 $1,915,470
 $49,424
Securities Held-to-MaturitySecurities Held-to-Maturity            Securities Held-to-Maturity            
Municipal securities 11
 $
 $
 $14,899
 $2,454
 $14,899
 $2,454
 8
 $
 $
 $11,287
 $2,113
 $11,287
 $2,113
As of December 31, 2016              
As of December 31, 2017              
Securities Available-for-SaleSecurities Available-for-Sale            Securities Available-for-Sale            
U.S. treasury securities 16
 $33,505
 $61
 $3,995
 $5
 $37,500
 $66
 20
 $19,918
 $87
 $26,427
 $97
 $46,345
 $184
U.S. agency securities 28
 62,064
 364
 11,814
 46
 73,878
 410
 72
 66,899
 300
 58,021
 686
 124,920
 986
CMOs 194
 523,233
 10,309
 411,758
 7,344
 934,991
 17,653
 211
 365,131
 3,265
 633,227
 14,689
 998,358
 17,954
MBSs 68
 221,174
 4,726
 77,780
 1,154
 298,954
 5,880
 86
 126,136
 902
 210,017
 3,432
 336,153
 4,334
Municipal securities 380
 133,957
 3,059
 29,280
 659
 163,237
 3,718
 265
 35,500
 479
 81,360
 781
 116,860
 1,260
CDOs 7
 
 
 30,592
 14,682
 30,592
 14,682
Equity securities 2
 404
 201
 2,319
 86
 2,723
 287
Equity securities(1)
 2
 391
 214
 6,386
 91
 6,777
 305
Total 695
 $974,337
 $18,720
 $567,538
 $23,976
 $1,541,875
 $42,696
 656
 $613,975
 $5,247
 $1,015,438
 $19,776
 $1,629,413
 $25,023
Securities Held-to-MaturitySecurities Held-to-Maturity    Securities Held-to-Maturity    
Municipal securities 14
 $
 $
 $18,212
 $4,079
 $18,212
 $4,079
 8
 $
 $
 $12,013
 $1,747
 $12,013
 $1,747
(1)
As a result of accounting guidance adopted in the first quarter of 2018, equity securities are no longer presented within securities available-for-sale and are now presented within equity securities in the Consolidated Statements of Financial Condition for the current period. For further discussion of this guidance, see Note 2, "Recent Accounting Pronouncements."
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 partythird-party insurance or some other form of credit enhancement. Management does not believe any of these securities with unrealized losses as of June 30, 2017March 31, 2018 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

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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 June 30, 2017 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 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. For a detailed discussion of the CDO valuation methodology, see Note 15, "Fair Value."

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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
  June 30,
2017
 December 31,
2016
Commercial and industrial $3,410,748
 $2,827,658
Agricultural 433,424
 389,496
Commercial real estate:    
Office, retail, and industrial 1,983,802
 1,581,967
Multi-family 681,032
 614,052
Construction 543,892
 451,540
Other commercial real estate 1,383,937
 979,528
Total commercial real estate 4,592,663
 3,627,087
Total corporate loans 8,436,835
 6,844,241
Home equity 865,656
 747,983
1-4 family mortgages 614,818
 423,922
Installment 314,850
 237,999
Total consumer loans 1,795,324
 1,409,904
Total loans $10,232,159
 $8,254,145
Deferred loan fees included in total loans $4,375
 $3,838
Overdrawn demand deposits included in total loans 7,946
 7,836
The increase in total loans for the quarter ended June 30, 2017 includes loans acquired in the Standard acquisition. For additional disclosure related to the Standard transaction, see Note 3, "Acquisitions."
  As of
  March 31,
2018
 December 31,
2017
Commercial and industrial $3,659,066
 $3,529,914
Agricultural 435,734
 430,886
Commercial real estate:    
Office, retail, and industrial 1,931,202
 1,979,820
Multi-family 695,830
 675,463
Construction 585,766
 539,820
Other commercial real estate 1,363,238
 1,358,515
Total commercial real estate 4,576,036
 4,553,618
Total corporate loans 8,670,836
 8,514,418
Home equity 881,534
 827,055
1-4 family mortgages 798,902
 774,357
Installment 325,502
 321,982
Total consumer loans 2,005,938
 1,923,394
Total loans $10,676,774
 $10,437,812
Deferred loan fees included in total loans $5,349
 $4,986
Overdrawn demand deposits included in total loans 6,302
 8,587
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 20162017 10-K.

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Loan Sales
The following table presents loan sales for the quarters ended March 31, 2018 and six months ended June 30, 2017 and 2016.2017.
Loan Sales
(Dollar amounts in thousands)
 Quarters Ended 
 June 30,
 Six Months Ended 
 June 30,
 Quarters Ended 
 March 31,
 2017 2016 2017 2016 2018 2017
Corporate loan sales            
Proceeds from sales $19,569
 $14,271
 $34,937
 $23,859
 $8,321
 $15,368
Less book value of loans sold 19,123
 13,760
 34,240
 22,890
 8,123
 15,117
Net gains on corporate loan sales (1)
 446
 511
 697
 969
 198
 251
1-4 family mortgage loan sales            
Proceeds from sales $60,894
 $53,258
 116,655
 92,765
 $65,185
 $55,761
Less book value of loans sold 59,461
 52,089
 114,059
 90,769
 63,758
 54,598
Net gains on 1-4 family mortgage loan sales (2)
 1,433
 1,169
 2,596
 1,996
 1,427
 1,163
Total net gains on loan sales $1,879
 $1,680
 $3,293
 $2,965
 $1,625
 $1,414
(1) 
Net gains on corporate loan sales are included in other service charges, commissions, and fees in the Condensed Consolidated Statements of Income.
(2) 
Net gains on 1-4 family 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. For additional disclosure related to the Company's obligations resulting from the sale of certain 1-4 family mortgage loans, see Note 14,10, "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 the carrying amount of acquired and covered PCI and non-PCI loans as of June 30, 2017March 31, 2018 and December 31, 2016.2017.
Acquired and Covered Loans(1) 
(Dollar amounts in thousands)
 As of June 30, 2017 As of December 31, 2016 As of March 31, 2018 As of December 31, 2017
 PCI Non-PCI Total PCI Non-PCI Total PCI Non-PCI Total PCI Non-PCI Total
Acquired loans $161,222
 $1,871,576
 $2,032,798
 $53,772
 $613,339
 $667,111
 $122,071
 $1,361,055
 $1,483,126
 $130,694
 $1,512,664
 $1,643,358
Covered loans 7,387
 13,837
 21,224
 7,895
 15,379
 23,274
 6,635
 9,863
 16,498
 6,759
 11,789
 18,548
Total acquired and covered loans $168,609
 $1,885,413
 $2,054,022
 $61,667
 $628,718
 $690,385
 $128,706
 $1,370,918
 $1,499,624
 $137,453
 $1,524,453
 $1,661,906
(1) 
Included in loans in the Consolidated Statements of Condition.
The outstanding balance of PCI loans was $242.0$188.1 million and $84.8$210.7 million as of June 30, 2017March 31, 2018 and December 31, 2016,2017, respectively.
The increase in acquired loans compared to December 31, 2016 includes loans acquired in the Standard acquisition. For additional disclosure related to the Standard transaction, see Note 3, "Acquisitions."
Acquired non-PCI loans that are renewed are no longer classified as acquired loans. These loans totaled $233.6$404.2 million and $117.6$366.0 million as of June 30, 2017March 31, 2018 and December 31, 2016,2017, respectively.

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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 June 30, 2017March 31, 2018 and December 31, 2016.2017.

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Rollforwards of the carrying value of the FDIC indemnification asset for the quarters ended March 31, 2018 and six months ended June 30, 2017 and 2016 are presented in the following table.
Changes in the FDIC Indemnification Asset
(Dollar amounts in thousands)
 Quarters Ended 
 June 30,
 Six Months Ended 
 June 30,
 Quarters Ended 
 March 31,
 2017 2016 2017 2016 2018 2017
Beginning balance $4,220
 $5,680
 $4,522
 $3,903
 $3,314
 $4,522
Amortization (302) (302) (604) (582) (302) (302)
Change in expected reimbursements from the FDIC for
changes in expected credit losses
 (202) (475) (530) (259) 146
 (328)
Net payments to the FDIC 202
 268
 530
 2,109
Net payments (from) to the FDIC (146) 328
Ending balance $3,918
 $5,171
 $3,918
 $5,171
 $3,012
 $4,220
Changes in the accretable yield for acquired and covered PCI loans were as follows.
Changes in Accretable Yield
(Dollar amounts in thousands)
 Quarters Ended 
 June 30,
 Six Months Ended 
 June 30,
 Quarters Ended 
 March 31,
 2017 2016 2017 2016 2018 2017
Beginning balances $41,249
 $27,258
 $19,385
 $24,912
 $32,957
 $19,385
Additions 
 
 27,316
 3,981
 
 27,316
Accretion (3,888) (2,303) (7,843) (3,849) (3,618) (3,955)
Other (1)
 2,509
 127
 1,012
 38
 7,204
 (1,497)
Ending balance $39,870
 $25,082
 $39,870
 $25,082
 $36,543
 $41,249
(1) 
Increases represent a rise in the expected future cash flows to be collected over the remaining estimated life of the underlying portfolio.portfolio while decreases result from the resolution of certain loans occurring earlier than anticipated.
Total accretion on acquired and covered PCI and non-PCI loans for the quarterquarters ended March 31, 2018 and six months ended June 30, 2017 was $8.8$5.1 million and $20.1$11.3 million, respectively, and $4.9 million and $7.4 million for the same periods in 2016.respectively.

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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 June 30, 2017March 31, 2018 and December 31, 2016.2017. 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 (1)
 
30-89 Days
Past Due
 
90 Days or
More Past
Due
 
Total
Past Due
 
Total
Loans
  
Non-
accrual (2)
 90 Days or More Past Due, Still Accruing Interest 
Current(1)
 
30-89 Days
Past Due
 
90 Days or
More Past
Due
 
Total
Past Due
 
Total
Loans
  
Non-
accrual(2)
 90 Days or More Past Due, Still Accruing Interest
As of June 30, 2017               
As of March 31, 2018               
Commercial and industrial $3,399,763
 $8,282
 $2,703
 $10,985
 $3,410,748
  $51,400
 $1,550
 $3,612,554
 $11,412
 $35,100
 $46,512
 $3,659,066
  $43,974
 $1,963
Agricultural 432,672
 379
 373
 752
 433,424
  387
 
 430,903
 264
 4,567
 4,831
 435,734
  4,086
 489
Commercial real estate:                              
Office, retail, and industrial 1,973,608
 1,847
 8,347
 10,194
 1,983,802
  15,031
 
 1,915,943
 5,926
 9,333
 15,259
 1,931,202
  12,342
 476
Multi-family 679,795
 1,128
 109
 1,237
 681,032
  158
 109
 680,557
 15,249
 24
 15,273
 695,830
  144
 24
Construction 543,023
 675
 194
 869
 543,892
  197
 
 584,607
 35
 1,124
 1,159
 585,766
  208
 916
Other commercial real estate 1,378,534
 2,363
 3,040
 5,403
 1,383,937
  3,736
 64
 1,356,320
 4,083
 2,835
 6,918
 1,363,238
  4,088
 64
Total commercial real
estate
 4,574,960
 6,013
 11,690
 17,703
 4,592,663
  19,122
 173
 4,537,427
 25,293
 13,316
 38,609
 4,576,036
  16,782
 1,480
Total corporate loans 8,407,395
 14,674
 14,766
 29,440
 8,436,835
  70,909
 1,723
 8,580,884
 36,969
 52,983
 89,952
 8,670,836
  64,842
 3,932
Home equity 859,362
 4,083
 2,211
 6,294
 865,656
  5,126
 41
 875,789
 3,399
 2,346
 5,745
 881,534
  5,780
 44
1-4 family mortgages 612,669
 1,149
 1,000
 2,149
 614,818
  3,161
 
 794,212
 2,608
 2,082
 4,690
 798,902
  4,393
 132
Installment 312,132
 2,423
 295
 2,718
 314,850
  
 295
 322,797
 2,180
 525
 2,705
 325,502
  
 525
Total consumer loans 1,784,163
 7,655
 3,506
 11,161
 1,795,324
  8,287
 336
 1,992,798
 8,187
 4,953
 13,140
 2,005,938
  10,173
 701
Total loans $10,191,558
 $22,329
 $18,272
 $40,601
 $10,232,159
  $79,196
 $2,059
 $10,573,682
 $45,156
 $57,936
 $103,092
 $10,676,774
  $75,015
 $4,633
As of December 31, 2016               
As of December 31, 2017               
Commercial and industrial $2,816,442
 $6,426
 $4,790
 $11,216
 $2,827,658
  $29,938
 $374
 $3,490,783
 $34,620
 $4,511
 $39,131
 $3,529,914
  $40,580
 $1,830
Agricultural 388,596
 
 900
 900
 389,496
  181
 736
 430,221
 280
 385
 665
 430,886
  219
 177
Commercial real estate:                              
Office, retail, and industrial 1,564,007
 5,327
 12,633
 17,960
 1,581,967
  17,277
 1,129
 1,970,564
 3,156
 6,100
 9,256
 1,979,820
  11,560
 345
Multi-family 612,446
 858
 748
 1,606
 614,052
  311
 604
 672,098
 3,117
 248
 3,365
 675,463
  377
 20
Construction 450,927
 332
 281
 613
 451,540
  286
 
 539,043
 198
 579
 777
 539,820
  209
 371
Other commercial real estate 974,575
 1,307
 3,646
 4,953
 979,528
  2,892
 1,526
 1,353,263
 2,545
 2,707
 5,252
 1,358,515
  3,621
 317
Total commercial real
estate
 3,601,955
 7,824
 17,308
 25,132
 3,627,087
  20,766
 3,259
 4,534,968
 9,016
 9,634
 18,650
 4,553,618
  15,767
 1,053
Total corporate loans 6,806,993
 14,250
 22,998
 37,248
 6,844,241
  50,885
 4,369
 8,455,972
 43,916
 14,530
 58,446
 8,514,418
  56,566
 3,060
Home equity 740,919
 4,545
 2,519
 7,064
 747,983
  5,465
 109
 820,099
 4,102
 2,854
 6,956
 827,055
  5,946
 98
1-4 family mortgages 420,264
 2,652
 1,006
 3,658
 423,922
  2,939
 272
 770,120
 2,145
 2,092
 4,237
 774,357
  4,412
 
Installment 236,264
 1,476
 259
 1,735
 237,999
  
 259
 319,178
 2,407
 397
 2,804
 321,982
  
 397
Total consumer loans 1,397,447
 8,673
 3,784
 12,457
 1,409,904
  8,404
 640
 1,909,397
 8,654
 5,343
 13,997
 1,923,394
  10,358
 495
Total loans $8,204,440
 $22,923
 $26,782
 $49,705
 $8,254,145
  $59,289
 $5,009
 $10,365,369
 $52,570
 $19,873
 $72,443
 $10,437,812
  $66,924
 $3,555
(1) 
PCI loans with an accretable yield are considered current.
(2) 
Includes PCI loans of $243,000$760,000 and $682,000$763,000 as of June 30, 2017March 31, 2018 and December 31, 2016,2017, respectively, which no longer have an accretable yield as estimates of expected future cash flows have decreased since the acquisition due to credit deterioration.



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Allowance for Credit Losses
The Company maintains an allowance for credit losses at a level deemed adequate by management to absorb 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 ended March 31, 2018 and six months ended June 30, 2017 and 2016 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 
Reserve for
Unfunded
Commitments
 
Total
Allowance for Credit Losses
 
Commercial,
Industrial,
and
Agricultural
 
Office,
Retail, and
Industrial
 
Multi-
family
 Construction 
Other
Commercial
Real Estate
 Consumer 
Reserve for
Unfunded
Commitments
 
Total
Allowance for Credit Losses
Quarter ended June 30, 2017              
Quarter ended March 31, 2018Quarter ended March 31, 2018              
Beginning balance $41,786
 $17,701
 $2,860
 $4,110
 $6,922
 $14,784
 $1,000
 $89,163
 $55,791
 $10,996
 $2,534
 $3,481
 $6,381
 $16,546
 $1,000
 $96,729
Charge-offs (2,957) 
 
 (39) (307) (1,556) 
 (4,859) (14,670) (461) 
 
 (69) (1,885) 
 (17,085)
Recoveries 400
 8
 6
 12
 79
 323
 
 828
 538
 97
 
 13
 39
 342
 
 1,029
Net charge-offs (2,557) 8
 6
 (27) (228) (1,233) 
 (4,031) (14,132) (364) 
 13
 (30) (1,543) 
 (16,056)
Provision for loan
losses and other
 7,042
 (2,701) 53
 11
 785
 3,049
 
 8,239
 15,541
 (25) 58
 (1,522) (1,060) 2,189
 
 15,181
Ending balance $46,271
 $15,008
 $2,919
 $4,094
 $7,479
 $16,600
 $1,000
 $93,371
 $57,200
 $10,607
 $2,592
 $1,972
 $5,291
 $17,192
 $1,000
 $95,854
Quarter ended June 30, 2016              
Quarter ended March 31, 2017Quarter ended March 31, 2017              
Beginning balance $37,736
 $14,420
 $2,547
 $2,433
 $6,588
 $13,426
 $1,225
 $78,375
 $40,709
 $17,595
 $3,261
 $3,444
 $7,739
 $13,335
 $1,000
 $87,083
Charge-offs (2,026) (1,641) (84) (8) (879) (1,495) 
 (6,133) (4,074) (127) 
 (5) (408) (1,664) 
 (6,278)
Recoveries 576
 8
 1
 20
 69
 329
 
 1,003
 1,666
 975
 28
 227
 101
 443
 
 3,440
Net charge-offs (1,450) (1,633) (83) 12
 (810) (1,166) 
 (5,130) (2,408) 848
 28
 222
 (307) (1,221) 
 (2,838)
Provision for loan
losses and other
 3,798
 198
 469
 (206) 1,714
 2,112
 175
 8,260
 3,485
 (742) (429) 444
 (510) 2,670
 
 4,918
Ending balance $40,084
 $12,985
 $2,933
 $2,239
 $7,492
 $14,372
 $1,400
 $81,505
 $41,786
 $17,701
 $2,860
 $4,110
 $6,922
 $14,784
 $1,000
 $89,163
Six months ended June 30, 2017            
Beginning balance $40,709
 $17,595
 $3,261
 $3,444
 $7,739
 $13,335
 $1,000
 $87,083
Charge-offs (7,031) (127) 
 (44) (715) (3,220) 
 (11,137)
Recoveries 2,066
 983
 34
 239
 180
 766
 
 4,268
Net charge-offs (4,965) 856
 34
 195
 (535) (2,454) 
 (6,869)
Provision for loan
losses and other
 10,527
 (3,443) (376) 455
 275
 5,719
 
 13,157
Ending balance $46,271
 $15,008
 $2,919
 $4,094
 $7,479
 $16,600
 $1,000
 $93,371
Six months ended June 30, 2016            
Beginning balance $37,074
 $13,124
 $2,469
 $1,440
 $6,109
 $13,414
 $1,225
 $74,855
Charge-offs (3,924) (2,165) (288) (134) (2,324) (2,487) 
 (11,322)
Recoveries 1,078
 111
 26
 35
 220
 649
 
 2,119
Net charge-offs (2,846) (2,054) (262) (99) (2,104) (1,838) 
 (9,203)
Provision for loan
losses and other
 5,856
 1,915
 726
 898
 3,487
 2,796
 175
 15,853
Ending balance $40,084
 $12,985
 $2,933
 $2,239
 $7,492
 $14,372
 $1,400
 $81,505



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The table below provides a breakdown of loans and the related allowance for credit losses by portfolio segment as of June 30, 2017March 31, 2018 and December 31, 2016.2017.
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 June 30, 2017                
As of March 31, 2018                
Commercial, industrial, and
agricultural
 $50,521
 $3,763,526
 $30,125
 $3,844,172
 $4,859
 $40,922
 $490
 $46,271
 $46,748
 $4,037,396
 $10,656
 $4,094,800
 $8,111
 $48,400
 $689
 $57,200
Commercial real estate:                                
Office, retail, and industrial 13,781
 1,951,097
 18,924
 1,983,802
 379
 12,970
 1,659
 15,008
 11,375
 1,905,401
 14,426
 1,931,202
 481
 8,705
 1,421
 10,607
Multi-family 396
 666,237
 14,399
 681,032
 
 2,833
 86
 2,919
 391
 682,238
 13,201
 695,830
 
 2,418
 174
 2,592
Construction 
 528,570
 15,322
 543,892
 
 3,945
 149
 4,094
 
 577,297
 8,469
 585,766
 
 1,815
 157
 1,972
Other commercial real estate 2,174
 1,314,977
 66,786
 1,383,937
 
 6,225
 1,254
 7,479
 2,223
 1,300,548
 60,467
 1,363,238
 
 4,320
 971
 5,291
Total commercial real estate 16,351
 4,460,881
 115,431
 4,592,663
 379
 25,973
 3,148
 29,500
 13,989
 4,465,484
 96,563
 4,576,036
 481
 17,258
 2,723
 20,462
Total corporate loans 66,872
 8,224,407
 145,556
 8,436,835
 5,238
 66,895
 3,638
 75,771
 60,737
 8,502,880
 107,219
 8,670,836
 8,592
 65,658
 3,412
 77,662
Consumer 
 1,772,271
 23,053
 1,795,324
 
 15,173
 1,427
 16,600
 
 1,984,451
 21,487
 2,005,938
 
 15,926
 1,266
 17,192
Reserve for unfunded
commitments
 
 
 
 
 
 1,000
 
 1,000
 
 
 
 
 
 1,000
 
 1,000
Total loans $66,872
 $9,996,678
 $168,609
 $10,232,159
 $5,238
 $83,068
 $5,065
 $93,371
 $60,737
 $10,487,331
 $128,706
 $10,676,774
 $8,592
 $82,584
 $4,678
 $95,854
As of December 31, 2016                
As of December 31, 2017                
Commercial, industrial, and
agricultural
 $24,645
 $3,189,327
 $3,182
 $3,217,154
 $507
 $39,554
 $648
 $40,709
 $38,718
 $3,909,380
 $12,702
 $3,960,800
 $10,074
 $45,293
 $424
 $55,791
Commercial real estate:                                
Office, retail, and industrial 16,287
 1,553,234
 12,446
 1,581,967
 
 16,148
 1,447
 17,595
 10,810
 1,954,435
 14,575
 1,979,820
 
 9,333
 1,663
 10,996
Multi-family 398
 601,429
 12,225
 614,052
 
 3,059
 202
 3,261
 621
 660,771
 14,071
 675,463
 
 2,436
 98
 2,534
Construction 34
 447,058
 4,448
 451,540
 
 3,280
 164
 3,444
 
 530,977
 8,843
 539,820
 
 3,331
 150
 3,481
Other commercial real estate 1,286
 965,900
 12,342
 979,528
 18
 6,613
 1,108
 7,739
 1,468
 1,291,723
 65,324
 1,358,515
 
 5,415
 966
 6,381
Total commercial real estate 18,005
 3,567,621
 41,461
 3,627,087
 18
 29,100
 2,921
 32,039
 12,899
 4,437,906
 102,813
 4,553,618
 
 20,515
 2,877
 23,392
Total corporate loans 42,650
 6,756,948
 44,643
 6,844,241
 525
 68,654
 3,569
 72,748
 51,617
 8,347,286
 115,515
 8,514,418
 10,074
 65,808
 3,301
 79,183
Consumer 
 1,392,880
 17,024
 1,409,904
 
 12,210
 1,125
 13,335
 
 1,901,456
 21,938
 1,923,394
 
 15,533
 1,013
 16,546
Reserve for unfunded
commitments
 
 
 
 
 
 1,000
 
 1,000
 
 
 
 
 
 1,000
 
 1,000
Total loans $42,650
 $8,149,828
 $61,667
 $8,254,145
 $525
 $81,864
 $4,694
 $87,083
 $51,617
 $10,248,742
 $137,453
 $10,437,812
 $10,074
 $82,341
 $4,314
 $96,729

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Loans Individually Evaluated for Impairment
The following table presents loans individually evaluated for impairment by class of loan as of June 30, 2017March 31, 2018 and December 31, 2016.2017. PCI loans are excluded from this disclosure.
Impaired Loans Individually Evaluated by Class
(Dollar amounts in thousands)
  As of June 30, 2017  As of December 31, 2016
  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
Commercial and industrial $16,215
 $34,027
 $53,545
 $4,859
  $11,579
 $13,066
 $29,514
 $507
Agricultural 279
 
 1,629
 
  
 
 
 
Commercial real estate:                 
Office, retail, and industrial 10,125
 3,656
 16,966
 379
  16,287
 
 21,057
 
Multi-family 396
 
 396
 
  398
 
 398
 
Construction 
 
 
 
  34
 
 34
 
Other commercial real estate 2,174
 
 2,271
 
  1,016
 270
 2,141
 18
Total commercial real estate 12,695
 3,656
 19,633
 379
  17,735
 270
 23,630
 18
Total impaired loans
   individually evaluated
   for impairment
 $29,189
 $37,683
 $74,807
 $5,238
  $29,314
 $13,336
 $53,144
 $525

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  As of March 31, 2018  As of December 31, 2017
  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
Commercial and industrial $7,147
 $35,731
 $68,806
 $7,310
  $4,234
 $34,484
 $53,192
 $10,074
Agricultural 
 3,870
 4,672
 801
  
 
 
 
Commercial real estate:                 
Office, retail, and industrial 7,538
 3,837
 12,333
 481
  7,154
 3,656
 14,246
 
Multi-family 391
 
 391
 
  621
 
 621
 
Construction 
 
 
 
  
 
 
 
Other commercial real estate 2,223
 
 2,243
 
  1,468
 
 1,566
 
Total commercial real estate 10,152
 3,837
 14,967
 481
  9,243
 3,656
 16,433
 
Total impaired loans
  individually evaluated for
  impairment
 $17,299
 $43,438
 $88,445
 $8,592
  $13,477
 $38,140
 $69,625
 $10,074
The following table presents the average recorded investment and interest income recognized on impaired loans by class for the quarters ended March 31, 2018 and six months ended June 30, 2017 and 2016.2017. 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 June 30, Quarters Ended March 31,
 2017 2016 2018 2017
 Average
Recorded
Investment
 
Interest
Income
Recognized (1)
 Average
Recorded
Investment
 
Interest
Income
Recognized (1)
 Average
Recorded
Investment
 
Interest
Income
Recognized(1)
 Average
Recorded
Investment
 
Interest
Income
Recognized(1)
Commercial and industrial $33,648
 $342
 $3,236
 $12
 $40,798
 $22
 $20,849
 $214
Agricultural 697
 
 
 
 1,935
 
 557
 
Commercial real estate:        
        
Office, retail, and industrial 13,612
 169
 12,712
 29
 11,093
 112
 14,865
 93
Multi-family 396
 
 401
 
 506
 7
 397
 28
Construction 
 
 34
 
 
 
 17
 136
Other commercial real estate 2,334
 8
 3,641
 53
 1,846
 52
 1,890
 12
Total commercial real estate 16,342
 177
 16,788
 82
 13,445
 171
 17,169
 269
Total impaired loans $50,687
 $519
 $20,024
 $94
 $56,178
 $193
 $38,575
 $483
        
 Six Months Ended June 30,
 2017 2016
 Average
Recorded
Investment
 
Interest
Income
Recognized
(1)
 Average
Recorded
Investment
 
Interest
Income
Recognized
(1)
Commercial and industrial $30,647
 $556
 $3,114
 $50
Agricultural 464
 
 
 
Commercial real estate:        
Office, retail, and industrial 14,503
 262
 10,529
 77
Multi-family 397
 28
 534
 1
Construction 11
 136
 82
 
Other commercial real estate 1,984
 20
 3,649
 72
Total commercial real estate 16,895
 446
 14,794
 150
Total impaired loans $48,006
 $1,002
 $17,908
 $200
(1) 
Recorded using the cash basis of accounting.

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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, as of June 30, 2017March 31, 2018 and December 31, 2016.2017.
Corporate Credit Quality Indicators by Class
(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 June 30, 2017          
As of March 31, 2018          
Commercial and industrial $3,199,001
 $67,252
 $93,095
 $51,400
 $3,410,748
 $3,505,129
 $95,259
 $14,704
 $43,974
 $3,659,066
Agricultural 409,969
 14,464
 8,604
 387
 433,424
 417,644
 7,756
 6,248
 4,086
 435,734
Commercial real estate:                    
Office, retail, and industrial 1,896,327
 27,894
 44,550
 15,031
 1,983,802
 1,856,832
 26,642
 35,386
 12,342
 1,931,202
Multi-family 673,946
 5,051
 1,877
 158
 681,032
 682,926
 10,961
 1,799
 144
 695,830
Construction 523,046
 8,739
 11,910
 197
 543,892
 568,148
 9,941
 7,469
 208
 585,766
Other commercial real estate 1,338,382
 21,137
 20,682
 3,736
 1,383,937
 1,310,712
 31,431
 17,007
 4,088
 1,363,238
Total commercial real estate 4,431,701
 62,821
 79,019
 19,122
 4,592,663
 4,418,618
 78,975
 61,661
 16,782
 4,576,036
Total corporate loans $8,040,671
 $144,537
 $180,718
 $70,909
 $8,436,835
 $8,341,391
 $181,990
 $82,613
 $64,842
 $8,670,836
As of December 31, 2016          
As of December 31, 2017          
Commercial and industrial $2,638,833
 $92,340
 $66,547
 $29,938
 $2,827,658
 $3,388,133
 $70,863
 $30,338
 $40,580
 $3,529,914
Agricultural 366,382
 17,039
 5,894
 181
 389,496
 413,946
 10,989
 5,732
 219
 430,886
Commercial real estate:                    
Office, retail, and industrial 1,491,030
 34,007
 39,513
 17,277
 1,581,827
 1,903,737
 25,546
 38,977
 11,560
 1,979,820
Multi-family 607,324
 4,370
 2,029
 311
 614,034
 665,496
 7,395
 2,195
 377
 675,463
Construction 438,946
 111
 12,197
 286
 451,540
 521,911
 10,184
 7,516
 209
 539,820
Other commercial real estate 951,115
 11,808
 13,544
 2,892
 979,359
 1,304,337
 29,624
 20,933
 3,621
 1,358,515
Total commercial real estate 3,488,415
 50,296
 67,283
 20,766
 3,626,760
 4,395,481
 72,749
 69,621
 15,767
 4,553,618
Total corporate loans $6,493,630
 $159,675
 $139,724
 $50,885
 $6,843,914
 $8,197,560
 $154,601
 $105,691
 $56,566
 $8,514,418
(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 $669,000$651,000 as of June 30, 2017March 31, 2018 and $834,000$657,000 as of December 31, 2016.2017.
Consumer Credit Quality Indicators by Class
(Dollar amounts in thousands)
 Performing Non-accrual Total Performing Non-accrual Total
As of June 30, 2017      
As of March 31, 2018      
Home equity $860,530
 $5,126
 $865,656
 $875,754
 $5,780
 $881,534
1-4 family mortgages 611,657
 3,161
 614,818
 794,509
 4,393
 798,902
Installment 314,850
 
 314,850
 325,502
 
 325,502
Total consumer loans $1,787,037
 $8,287
 $1,795,324
 $1,995,765
 $10,173
 $2,005,938
As of December 31, 2016      
As of December 31, 2017      
Home equity $727,618
 $4,986
 $732,604
 $821,109
 $5,946
 $827,055
1-4 family mortgages 413,415
 2,939
 416,354
 769,945
 4,412
 774,357
Installment 237,999
 
 237,999
 321,982
 
 321,982
Total consumer loans $1,379,032
 $7,925
 $1,386,957
 $1,913,036
 $10,358
 $1,923,394

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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 June 30, 2017March 31, 2018 and December 31, 2016.2017. See Note 1, "Summary of Significant Accounting Policies," for the accounting policy for TDRs.
TDRs by Class
(Dollar amounts in thousands)
 As of June 30, 2017 As of December 31, 2016 As of March 31, 2018 As of December 31, 2017
 Accruing 
Non-accrual (1)
 Total Accruing 
Non-accrual (1)
 Total Accruing 
Non-accrual(1)
 Total Accruing 
Non-accrual(1)
 Total
Commercial and industrial $273
 $891
 $1,164
 $281
 $150
 $431
 $260
 $16,830
 $17,090
 $264
 $18,959
 $19,223
Agricultural 
 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:                        
Office, retail, and industrial 
 860
 860
 155
 4,733
 4,888
 
 2,336
 2,336
 
 4,236
 4,236
Multi-family 579
 158
 737
 586
 168
 754
 570
 144
 714
 574
 149
 723
Construction 
 
 
 
 
 
 
 
 
 
 
 
Other commercial real estate 197
 
 197
 268
 48
 316
 189
 
 189
 192
 
 192
Total commercial real estate 776
 1,018
 1,794
 1,009
 4,949
 5,958
 759
 2,480
 3,239
 766
 4,385
 5,151
Total corporate loans 1,049
 1,909
 2,958
 1,290
 5,099
 6,389
 1,019
 19,310
 20,329
 1,030
 23,344
 24,374
Home equity 168
 771
 939
 177
 820
 997
 85
 724
 809
 86
 738
 824
1-4 family mortgages 812
 356
 1,168
 824
 378
 1,202
 674
 432
 1,106
 680
 451
 1,131
Installment 
 
 
 
 
 
 
 
 
 
 
 
Total consumer loans 980
 1,127
 2,107
 1,001
 1,198
 2,199
 759
 1,156
 1,915
 766
 1,189
 1,955
Total loans $2,029
 $3,036
 $5,065
 $2,291
 $6,297
 $8,588
 $1,778
 $20,466
 $22,244
 $1,796
 $24,533
 $26,329
(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 no$2.4 million and $2.0 million specific reserves related to TDRs as of June 30, 2017March 31, 2018 and as of December 31, 2016.2017, respectively.
There were no material restructures during the quarters ended March 31, 2018 and 2017.
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 ended March 31, 2018 and six months ended June 30, 2017 and 2016.2017.

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A rollforward of the carrying value of TDRs for the quarters ended March 31, 2018 and six months ended June 30, 2017 and 2016 is presented in the following table.
TDR Rollforward
(Dollar amounts in thousands)
 Quarters Ended 
 June 30,
 Six Months Ended 
 June 30,
 Quarters Ended 
 March 31,
 2017 2016 2017 2016 2018 2017
Accruing            
Beginning balance $2,112
 $2,702
 $2,291
 $2,743
 $1,796
 $2,291
Additions 
 
 922
 
 
 922
Net payments received (83) (28) (107) (69)
Net transfers to non-accrual 
 (183) (1,077) (183)
Net payments (18) (24)
Net transfers from (to) non-accrual 
 (1,077)
Ending balance 2,029
 2,491
 2,029
 2,491
 1,778
 2,112
Non-accrual            
Beginning balance 3,112
 2,268
 6,297
 2,324
 24,533
 6,297
Net payments received (75) (522) (4,225) (578)
Additions 355
 
Net payments (3,113) (4,150)
Charge-offs (1) (239) (113) (239) (1,309) (112)
Net transfers from accruing 
 183
 1,077
 183
 
 1,077
Ending balance 3,036
 1,690
 3,036
 1,690
 20,466
 3,112
Total TDRs $5,065
 $4,181
 $5,065
 $4,181
 $22,244
 $5,224
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 June 30, 2017March 31, 2018 and December 31, 2016.
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
  June 30,
2017
 December 31,
2016
Land $31,623
 $18,304
Premises 139,137
 94,369
Furniture and equipment 135,328
 105,859
Total cost 306,088
 218,532
Accumulated depreciation (182,075) (140,030)
Net book value of premises, furniture, and equipment 124,013
 78,502
Assets held-for-sale 11,732
 4,075
Total premises, furniture, and equipment $135,745
 $82,577
2017.

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Table of Contents



During 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. 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, with $78.1 million of deferred pre-tax gains remaining as of June 30, 2017.
As of June 30, 2017 and December 31, 2016 assets held-for-sale consisted of former branches that are no longer in operation and parcels of land previously purchased for expansion.
Depreciation on premises, furniture, and equipment totaled $3.5 million and $7.0 million for the quarter and six months ended June 30, 2017, respectively. Depreciation on premises, furniture, and equipment totaled $3.4 million and $6.6 million for the same periods in 2016.
Operating Leases
As of June 30, 2017, 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, 2033. 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 June 30, 2017.
Future Minimum Operating Lease Payments
(Dollar amounts in thousands)
  Total
One year or less $18,383
After one year to two years 16,751
After two years to three years 16,606
After three years to four years 16,268
After four years to five years 16,119
After five years 120,356
Total minimum lease payments $204,483
As of June 30, 2017, deferred pre-tax gains of $78.1 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.

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The Company assumed certain operating leases related to various branches in previous acquisitions. An intangible liability is recorded when the cash flows of a lease exceeds its 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 and 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 $1,095
After one year to two years 791
After two years to three years 648
After three years to four years 648
After four years to five years 648
After five years 3,673
Total accretion $7,503
The following table presents net operating lease expense for the quarters and six months ended June 30, 2017 and 2016.
Net Operating Lease Expense
(Dollar amounts in thousands)
  Quarters Ended 
 June 30,
 Six Months Ended 
 June 30,
  2017 2016 2017 2016
Lease expense charged to operations $4,721
 $1,773
 $9,280
 $3,500
Accretion of operating lease intangible (1)
 (295) (295) (590) (581)
Accretion of deferred gain on sale-leaseback transaction (1)
 (1,473) 
 (2,946) 
Rental income from premises leased to others (1)
 (169) (128) (350) (286)
Net operating lease expense $2,784
 $1,350
 $5,394
 $2,633

(1)
Included as reductions to net occupancy and equipment expense in the Condensed Consolidated Statements of Income.


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9.  GOODWILL AND OTHER INTANGIBLE ASSETS
The Company's annual goodwill impairment test was performed as of October 1, 2016. It was determined that no impairment existed as of that date or as of June 30, 2017. For a discussion of the accounting policies for goodwill and other intangible assets, see Note 1, "Summary of Significant Accounting Policies" to the Consolidated Financial Statements in the Company's 2016 10-K.
The following table presents changes in the carrying amount of goodwill for the quarters and six months ended June 30, 2017 and 2016.
Changes in the Carrying Amount of Goodwill
(Dollar amounts in thousands)
  Quarters Ended 
 June 30,
 Six Months Ended 
 June 30,
  2017 2016 2017 2016
Beginning balance $691,572
 $339,768
 $340,879
 $319,007
Acquisitions (45) 1,745
 350,648
 22,506
Ending balance $691,527
 $341,513
 $691,527
 $341,513
         
The decrease in goodwill for the quarter ended June 30, 2017 resulted from measurement period adjustments associated with the Standard transaction. The increase for the six months ended June 30, 2017 resulted from the Standard and Premier acquisitions and measurement period adjustments related to finalizing the fair values of the assets acquired and liabilities assumed in the NI Bancshares acquisition. During the quarter and six months ended June 30, 2016, the increase in goodwill resulted from the NI Bancshares acquisition.
The Company's other intangible assets are core deposit intangibles and trust department customer relationship intangibles, which are being amortized over their estimated useful lives. Other intangible assets are subject to impairment testing when events or circumstances indicate that its carrying amount may not be recoverable. The increase in other intangible assets for the six months ended June 30, 2017 resulted from the Standard and Premier acquisitions. The increase in other intangible assets for the six months ended June 30, 2016 resulted from the NI Bancshares acquisition. During the quarters ended June 30, 2017 and June 30, 2016 there were no events or circumstances to indicate impairment.
Other Intangible Assets
(Dollar amounts in thousands)
  Six Months Ended June 30,
  2017 2016
  Gross 
Accumulated
Amortization
 Net Gross 
Accumulated
Amortization
 Net
Beginning balance $58,959
 $32,962
 $25,997
 $48,550
 $28,280
 $20,270
Additions 39,017
 
 39,017
 10,409
 
 10,409
Amortization expense 
 4,128
 (4,128) 
 2,230
 (2,230)
Ending balance $97,976
 $37,090
 $60,886
 $58,959
 $30,510
 $28,449
Scheduled Amortization of Other Intangible Assets
(Dollar amounts in thousands)
  Total
Year Ending June 30,  
2018 $7,332
2019 7,086
2020 7,055
2021 6,986
2022 6,908
2023 and thereafter 25,519
Total $60,886

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10.  DEPOSITS
The following table presents the Company's deposits by type.
Summary of Deposits
(Dollar amounts in thousands)
  As of
  June 30,
2017
 December 31,
2016
Demand deposits $3,525,905
 $2,766,748
Savings deposits 2,059,833
 1,615,833
NOW accounts 1,970,036
 1,675,421
Money market deposits 1,905,402
 1,577,316
Time deposits less than $100,000 894,530
 755,558
Time deposits greater than $100,000 644,014
 437,727
Total deposits $10,999,720
 $8,828,603

The increase in total deposits for the six months ended June 30, 2017 includes deposits assumed in the Standard acquisition. For additional disclosure related to the Standard transaction, see Note 3, "Acquisitions."

11. MATERIAL TRANSACTIONS AFFECTING STOCKHOLDERS' EQUITY
On May 17, 2017, the Company's stockholders approved and adopted an amendment to the Company's Restated Certificate of Incorporation. The amendment increased the Company's authorized common stock by 100,000,000 shares. Following this amendment, the Company is now authorized to issue a total of 251,000,000 shares, including 1,000,000 shares of Preferred Stock, without a par value, and 250,000,000 shares of Common Stock, $0.01 par value per share.
12.8. 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 
 June 30,
 Six Months Ended 
 June 30,
 Quarters Ended 
 March 31,
 2017 2016 2017 2016 2018 2017
Net income $34,950
 $25,267
 $57,805
 $43,229
 $33,510
 $22,855
Net income applicable to non-vested restricted shares (336) (290) (570) (502) (311) (234)
Net income applicable to common shares $34,614
 $24,977
 $57,235
 $42,727
 $33,199
 $22,621
Weighted-average common shares outstanding:            
Weighted-average common shares outstanding (basic) 101,743
 80,383
 101,081
 79,182
 101,922
 100,411
Dilutive effect of common stock equivalents 20
 13
 20
 12
 16
 21
Weighted-average diluted common shares outstanding 101,763
 80,396
 101,101
 79,194
 101,938
 100,432
Basic EPS $0.34
 $0.31
 $0.57
 $0.54
 $0.33
 $0.23
Diluted EPS $0.34
 $0.31
 $0.57
 $0.54
 $0.33
 $0.23
Anti-dilutive shares not included in the computation of
diluted EPS (1)
 195
 469
 269
 539
 110
 343
(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.

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13.9. 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
 June 30, 2017 December 31, 2016 March 31, 2018 December 31, 2017
Gross notional amount outstanding $5,708
 $5,958
 $5,333
 $5,458
Derivative liability fair value (186) (282)
Derivative liability fair value in other liabilities (61) (101)
Weighted-average interest rate received 3.08% 2.63% 3.69% 3.38%
Weighted-average interest rate paid 5.96% 5.96% 5.96% 5.96%
Weighted-average maturity (in years) 1.35
 1.84
 0.60
 0.84
Fair value of derivative (1)
 $197
 $296
 $70
 $110
(1) 
This amount represents the fair value if credit risk related contingent features were triggered.
Hedge ineffectiveness isChanges in the fair value of fair value hedges are recognized in other noninterest income in the Condensed Consolidated Statements of Income. For the quarters and six months ended June 30, 2017 and 2016, gains or losses related to fair value hedge ineffectiveness were not material.
Cash Flow Hedges
As of June 30, 2017,March 31, 2018, the Company hedged $980.0 million$1.1 billion 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 $980.0 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.

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Forward starting interest rate swaps totaling $415.0$510.0 million began on various dates between June of 2015 and FebruaryMarch of 2017,2018, and mature between June of 2019 and FebruaryMarch of 2020. The remaining forward starting interest rate swaps totaling $565.0$470.0 million begin at various dates between FebruaryMay of 2018 and February of 2020 and mature between FebruaryMay of 2020 and April of 2022. The weighted-average fixed interest rate to be paid on these interest rate swaps that have not yet begun was 1.96%1.89% as of June 30, 2017.March 31, 2018. These derivative contracts are designated as cash flow hedges.
Cash Flow Hedges
(Dollar amounts in thousands)
 As of As of
 June 30, 2017 December 31, 2016 March 31, 2018 December 31, 2017
Gross notional amount outstanding $1,960,000
 $1,470,000
 $2,060,000
 $1,960,000
Derivative asset fair value 3,528
 5,402
Derivative liability fair value (7,627) (7,390)
Derivative asset fair value in other assets(1)
 7,291
 3,989
Derivative liability fair value in other liabilities(1)
 (15,729) (10,219)
Weighted-average interest rate received 1.51% 1.37% 1.78% 1.58%
Weighted-average interest rate paid 1.40% 1.11% 1.85% 1.61%
Weighted-average maturity (in years) 2.75
 2.83
 2.17
 2.25
(1)
Certain cash flow hedges are transacted through a clearinghouse ("centrally cleared") and their change in fair value is settled by the counterparties to the transaction, which results in no fair value.
The effective portionChanges in the fair value of gains or losses on cash flow hedges isare recorded in accumulated other comprehensive loss on an after-tax basis and isare subsequently reclassified to interest income or expense in the period that the forecasted hedged item impacts earnings. Hedge effectiveness is determined using a regressionanalysis at the inception of the hedge relationship and on an ongoing basis. For the quarters and six months ended June 30, 2017 and 2016, there were no material gains or losses related to cash flow hedge ineffectiveness. As of June 30, 2017,March 31, 2018, the Company estimates that $303,000$1.3 million will be reclassified from accumulated other comprehensive loss as a decrease to interest income over the next twelve months.

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Other Derivative Instruments
The Company also enters into derivative transactions through capital market products with its commercial customers and simultaneously enters into an offsetting interest rate derivative transaction with third-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 June 30, 2017March 31, 2018 and December 31, 2016,2017, 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 recorded. Capital market products income related to commercial customer derivative instruments of $2.2$1.6 million and $3.6$1.4 million were recorded in noninterest income for the quarters ended March 31, 2018 and six months ended June 30, 2017, respectively. There were $2.1 million and $5.3 million of capital market products income recorded for quarters and six months ended June 30, 2016, respectively.
Other Derivative Instruments
(Dollar amounts in thousands)
 As of As of
 June 30, 2017 December 31, 2016 March 31, 2018 December 31, 2017
Gross notional amount outstanding $2,252,704
 $1,656,612
 $2,755,248
 $2,665,358
Derivative asset fair value 17,370
 13,478
Derivative liability fair value (15,347) (13,478)
Derivative asset fair value in other assets(1)
 21,019
 17,079
Derivative liability fair value in other liabilities(1)
 (22,948) (14,930)
Fair value of derivative (1)(2)
 15,605
 13,753
 22,682
 15,059
(1)
Certain other derivative instruments are centrally cleared and their change in fair value is settled by the counterparties to the transaction, which results in no fair value.
(2) 
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 June 30, 2017March 31, 2018 and December 31, 2016.2017. The Company does not enter into derivative transactions for purely speculative purposes.

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The following table presents the impact of derivative instruments on comprehensive income and the reclassification of gains (losses) from accumulated other comprehensive loss to net interest income for the quarters ended March 31, 2018 and 2017.
Cash Flow Hedge Accounting on AOCI
(Dollar amounts in thousands)
  Quarters Ended 
 March 31,
  2018 2017
Gains (losses) recognized in other comprehensive income    
Interest rate swaps in interest income $6,996
 $1,811
Interest rate swaps in interest expense (7,183) (302)
Reclassification of gains (losses) included in net income    
Interest rate swaps in interest income $271
 $1,856
Interest rate swaps in interest expense (606) (1,145)
The following table presents the impact of derivative instruments on net interest income for the quarters ended March 31, 2018 and 2017.
Hedge Income
(Dollar amounts in thousands)
  Quarters Ended 
 March 31,
  2018 2017
Fair Value Hedges    
Interest rate swaps in interest income $(41) $(34)
Cash Flow Hedges    
Interest rate swaps in interest income 271
 1,856
Interest rate swaps in interest expense (606) (1,145)
Total cash flow hedges (335) 711
Total net gains (losses) on hedges $(376) $677
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 June 30, 2017March 31, 2018 and December 31, 2016,2017, 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.

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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 June 30, 2017March 31, 2018 and December 31, 2016.2017.
Fair Value of Offsetting Derivatives
(Dollar amounts in thousands)
 As of June 30, 2017 As of December 31, 2016 As of March 31, 2018 As of December 31, 2017
 Assets Liabilities Assets Liabilities Assets Liabilities Assets Liabilities
Gross amounts recognized $20,898
 $23,160
 $18,880
 $21,150
 $28,310
 $38,738
 $21,068
 $25,250
Less: amounts offset in the Consolidated Statements of
Financial Condition
 
 
 
 
 
 
 
 
Net amount presented in the Consolidated Statements of
Financial Condition (1)
 20,898
 23,160
 18,880

21,150
 28,310
 38,738
 21,068

25,250
Gross amounts not offset in the Consolidated Statements of
Financial Condition:
                
Offsetting derivative positions (8,646) (8,646) (10,889) (10,889) (18,362) (18,362) (16,880) (16,880)
Cash collateral pledged 
 (14,514) 
 (10,261) 
 (20,376) 
 (8,370)
Net credit exposure $12,252
 $
 $7,991
 $
 $9,948
 $
 $4,188
 $
(1) 
Included in other assets or other liabilities in the Consolidated Statements of Financial Condition.
As of June 30, 2017March 31, 2018 and December 31, 2016,2017, 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 June 30, 2017March 31, 2018 and December 31, 20162017 the Company was in compliance with these provisions.

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14.10. 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
 June 30, 2017 December 31, 2016 March 31, 2018 December 31, 2017
Commitments to extend credit:        
Commercial, industrial, and agricultural $1,750,477
 $1,522,152
 $1,712,750
 $1,729,426
Commercial real estate 347,330
 397,423
 356,393
 377,551
Home equity 508,295
 426,384
 529,808
 514,973
Other commitments (1)
 248,320
 214,943
 244,206
 244,222
Total commitments to extend credit $2,854,422
 $2,560,902
 $2,843,157
 $2,866,172
        
Letters of credit $137,913
 $100,430
 $117,926
 $128,801
Recourse on assets sold:    
Unpaid principal balance of loans sold $185,182
 $187,158
Carrying value of recourse obligation (2)
 153
 142
(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.customers for the full contractual amount. 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.third-party. 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 partythird-party based on agreed upon terms.
The maximum potential future payments guaranteed by the Company under 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-performingearly payment default 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 ended March 31, 2018 and six months ended June 30, 2017 and 2016.2017.
Legal Proceedings
In the ordinary course of business, there were certain legal proceedings pending against the Company and its subsidiaries at June 30, 2017.March 31, 2018. 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 cash flows.

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15.11. 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 required to be measured at fair value on a recurring basis between levels of the fair value hierarchy during the periods presented.

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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 June 30, 2017 As of December 31, 2016 As of March 31, 2018 As of December 31, 2017
 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:            
Assets            
Trading securities:                        
Money market funds $1,717
 $
 $
 $1,645
 $
 $
 $
 $
 $
 $1,685
 $
 $
Mutual funds 17,828
 
 
 16,275
 
 
 
 
 
 18,762
 
 
Total trading securities(1) 19,545
 
 
 17,920
 
 
 
 
 
 20,447
 
 
Securities available-for-sale:            
Equity securities(1)
 21,322
 7,191
 
 
 
 
Securities available-for-sale(1)
            
U.S. treasury securities 48,483
 
 
 48,541
 
 
 50,191
 
 
 46,345
 
 
U.S. agency securities 
 175,058
 
 
 183,637
 
 
 159,538
 
 
 156,847
 
CMOs 
 1,006,164
 
 
 1,047,446
 
 
 1,181,735
 
 
 1,095,186
 
MBSs 
 373,660
 
 
 332,655
 
 
 423,362
 
 
 369,543
 
Municipal securities 
 264,402
 
 
 270,846
 
 
 213,984
 
 
 208,991
 
CDOs 
 
 33,454
 
 
 33,260
Corporate debt securities 
 12,140
 
 
 
 
Equity securities 
 7,027
 
 
 3,065
 
 
 
 
 
 7,297
 
Total securities available-for-sale 48,483
 1,826,311
 33,454
 48,541
 1,837,649
 33,260
 50,191
 1,990,759
 
 46,345
 1,837,864
 
Mortgage servicing rights ("MSRs") (1)
 
 
 5,925
 

 

 6,120
Derivative assets (1)
 
 20,898
 
 
 18,880
 
Liabilities:            
Derivative liabilities (2)
 $
 $23,160
 $
 $
 $21,150
 $
Mortgage servicing rights ("MSRs")(2)
 
 
 6,468
 
 
 5,894
Derivative assets(2)
 
 28,310
 
 
 21,068
 
Liabilities            
Derivative liabilities(3)
 $
 $38,738
 $
 $
 $25,250
 $
(1)
As a result of recently adopted accounting guidance, equity securities are no longer presented within trading securities or securities available-for-sale for the prior period and are now presented within equity securities for the current period. For further discussion of this guidance, see Note 2 of "Notes to the Consolidated Financial Statements" in Item 1 of this Form 10-Q.
(2) 
Included in other assets in the Consolidated Statements of Financial Condition.
(2)(3) 
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.
TradingEquity Securities
The Company's tradingequity securities consist primarily of community development investments and certain diversified investment securities held in a grantor trust andfor participants in the Company's nonqualified deferred compensation plan that are invested in money market and mutual funds. The fair value of thesecommunity development investments 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 the 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.

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The following table presents the ranges of significant, unobservable inputs calculated using the weighted-average of the Issuers used by the Company as of June 30, 2017 and December 31, 2016.
Significant Unobservable Inputs Used in the Valuation of CDOs
  As of
  June 30, 2017 December 31, 2016
Probability of prepayment 0.0% -10.9% 0.0% -10.9%
Probability of default 15.6% -44.1% 16.7% -46.8%
Loss given default 93.3% -99.2% 93.3% -98.9%
Probability of deferral cure 0.0% -100.0% 7.6% -100.0%
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 quarterly basis, which includes an analysis of historical pricing trends for these types of securities, overall economic conditions (such as tracking LIBOR curves), and the performance of the Issuers' industries. 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 six months ended June 30, 2017 and 2016 is presented in the following table.
Carrying Value of CDOs
(Dollar amounts in thousands)
  Quarters Ended 
 June 30,
 Six Months Ended 
 June 30,
  2017 2016 2017 2016
Beginning balance $33,436
 $30,757
 $33,260
 $31,529
Change in other comprehensive income (1)
 6
 (244) 135
 (1,030)
Other 12
 (82) 59
 (68)
Ending balance $33,454
 $30,431
 $33,454
 $30,431

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

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MSRs
The Company services loans for others totaling $626.5$604.2 million as of June 30, 2017March 31, 2018 and $640.5$607.0 million as of December 31, 2016.2017. These loans are owned by third partiesthird-parties and are not included in the Consolidated Statements of Financial Condition. 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 June 30, 2017March 31, 2018 and December 31, 2016.2017.
Significant Unobservable Inputs Used in the Valuation of MSRs
 As of As of
 June 30, 2017 December 31, 2016 March 31, 2018 December 31, 2017
Prepayment speed 8.8% -25.3% 7.7% -22.8% 6.7% -13.1% 4.2% -13.1%
Maturity (months) 8
 -92 12
 -103 5
 -102 6
 -92
Discount rate 9.5% -13.0% 9.5% -13.0% 9.5% -12.0% 9.5% -12.0%
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 ended March 31, 2018 and six months ended June 30, 2017 and 2016 is presented in the following table.
Carrying Value of MSRs
(Dollar amounts in thousands)
 Quarters Ended 
 June 30,
 Six Months Ended 
 June 30,
 Quarters Ended 
 March 31,
 2017 2016 2017 2016 2018 2017
Beginning balance $6,245
 $5,022
 $6,120
 $1,853
 $5,894
 $6,120
Additions from acquisition 
 
 
 3,092
New MSRs 205
 162
 361
 347
 176
 156
Total gains (losses) included in earnings (1):
        
Total losses (gains) included in earnings(1):
    
Changes in valuation inputs and assumptions (260) (132) (88) (172) 560
 172
Other changes in fair value (2)
 (265) (114) (468) (182) (162) (203)
Ending balance $5,925
 $4,938
 $5,925
 $4,938
 $6,468
 $6,245
Contractual servicing fees earned (1)
 $384
 $366
 $779
 $549
 $378
 $395
(1) 
Included in mortgage banking income in the Condensed Consolidated Statements of Income and related to assets held as of June 30, 2017March 31, 2018 and 2016.2017.
(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.

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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 June 30, 2017 As of December 31, 2016
  Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Collateral-dependent impaired loans (1)
 $
 $
 $40,698
 $
 $
 $22,019
OREO (2)
 
 
 6,835
 
 
 8,624
Loans held-for-sale (3)
 
 
 16,922
 
 
 10,484
Assets held-for-sale (4)
 
 
 11,732
 
 
 4,075

  As of March 31, 2018 As of December 31, 2017
  Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Collateral-dependent impaired loans(1)
 $
 $
 $35,715
 $
 $
 $33,240
OREO(2)
 
 
 4,792
 
 ���
 12,340
Loans held-for-sale(3)
 
 
 5,970
 
 
 21,098
Assets held-for-sale(4)
 
 
 3,383
 
 
 2,208
(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 June 30, 2017,March 31, 2018, 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, 2016,2017, loans held-for-sale consists of 1-4 family mortgage loans, which were originated with the intent to sell, and a corporate loan.
Assets Held-for-Sale
Assets held-for-sale as of June 30, 2017March 31, 2018 and December 31, 20162017 consists of former branches that are no longer in operation and parcels of land previously purchased for expansion. These properties are being actively marketed and were transferred into the held-for-sale category at their fair value as determined by current appraisals. Based on these valuation methods, they are classified in level 3 of the fair value hierarchy.

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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
 June 30, 2017 December 31, 2016 March 31, 2018 December 31, 2017
 
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:          
Assets          
Cash and due from banks 1 $181,171
 $181,171
 $155,055
 $155,055
 1 $150,138
 $150,138
 $192,800
 $192,800
Interest-bearing deposits in other banks 2 103,181
 103,181
 107,093
 107,093
 2 84,898
 84,898
 153,770
 153,770
Securities held-to-maturity 2 17,353
 14,899
 22,291
 18,212
 2 13,400
 11,287
 13,760
 12,013
FHLB and FRB stock 2 66,333
 66,333
 59,131
 59,131
 2 80,508
 80,508
 69,708
 69,708
Loans 3 10,143,706
 9,905,748
 8,172,584
 7,973,845
 3 10,584,932
 10,256,027
 10,345,397
 10,059,992
Investment in BOLI 3 278,353
 278,353
 219,746
 219,746
 3 281,285
 281,285
 279,900
 279,900
Accrued interest receivable 3 39,766
 39,766
 34,384
 34,384
 3 45,703
 45,703
 45,261
 45,261
Other interest-earning assets 3 454
 454
 834
 834
 3 146
 146
 228
 228
Liabilities:          
Liabilities          
Deposits 2 $10,999,720
 $10,989,384
 $8,828,603
 $8,820,572
 2 $11,146,022
 $11,123,916
 $11,053,325
 $11,038,819
Borrowed funds 2 639,333
 639,333
 879,008
 879,008
 2 950,688
 950,688
 714,884
 714,884
Senior and subordinated debt 2 194,886
 205,757
 194,603
 197,888
 2 195,312
 194,980
 195,170
 198,806
Accrued interest payable 2 4,470
 4,470
 3,416
 3,416
 2 4,107
 4,107
 4,704
 4,704
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 Loans 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, and the allowance for loan losses. The fair valueAs of loans is estimated usingboth March 31, 2018 and December 31, 2017, 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.
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

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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 values of senior and subordinated notes are estimated based on quoted market prices of similar instruments. The fair values of junior subordinated debentures are estimated based on quoted market prices of comparable securities when available, or by discounting the expected future cash flows at market interest rates.
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.immaterial.

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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 through over 130 locations throughout the Chicago metropolitan area, northwest Indiana, central and western Illinois, and eastern Iowa.Iowa through over 130 banking locations. Our principal subsidiary, is First Midwest Bank, which providesand other affiliates provide a broad range of commercial, retail, treasury andmanagement, equipment leasing, wealth management, trust, and private banking 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 ended March 31, 2018 and six months ended June 30, 2017 and 2016 and Consolidated Statements of Financial Condition as of June 30, 2017March 31, 2018 and December 31, 2016.2017. 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 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 Quarterly Report on Form 10-Q ("Form 10-Q"), as well as in our 20162017 Annual Report on Form 10-K ("20162017 10-K"). The results of operations for the quarter and six months ended June 30, 2017March 31, 2018 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.
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 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 fully diluted basis.
As of June 30, 2017,March 31, 2018, the Company and the Bank each had total assets of approximatelyover $14.0 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, these requirements are phased in and become applicable to the Company and the Bank 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 20162017 10-K, as well as our subsequent filings made with the Securities and Exchange Commission ("SEC").

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This 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 or outcome, 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, including the impact of strategic actions and initiatives, anticipated trends in our business, regulatory developments, the impact of federal income tax reform legislation, acquisition transactions, including estimated synergies, cost savings and financial benefits of pending or consummated transactions, 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 20162017 10-K, as well as our subsequent filings made with the 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.
CRITICAL ACCOUNTING ESTIMATES
Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and are consistent with general practice 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 20162017 10-K. There have been no material 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, 2016.
SIGNIFICANT RECENT EVENTS
Acquisitions
Standard Bancshares, Inc.
On January 6, 2017, the Company completed its acquisition of Standard Bancshares, Inc. ("Standard"), the holding company for Standard Bank and Trust Company. With the acquisition, the Company acquired 35 banking offices located primarily in the southwest Chicago suburbs and adjacent markets in northwest Indiana, and added approximately $2.0 billion in deposits and $1.8 billion in loans. The merger consideration totaled $580.7 million and consisted of $533.6 million in Company common stock and $47.1 million in cash. All operating systems were converted during the first quarter of 2017.
Premier Asset Management LLC
On February 28, 2017, the Company completed its acquisition of Premier Asset Management LLC ("Premier"), a registered investment advisor based in Chicago, Illinois. At the close of the acquisition, the Company acquired approximately $550.0 million of trust assets under management.

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PERFORMANCE OVERVIEW
Table 1
Selected Financial Data
(Amounts in thousands, except per share data)
Quarters Ended 
 June 30,
 Six Months Ended 
 June 30,
Quarters Ended 
 March 31,
2017 2016 2017 20162018 2017
Operating Results          
Interest income$126,516
 $96,550
 $250,215
 $184,098
$131,345
 $123,699
Interest expense8,933
 6,569
 17,435
 13,403
12,782
 8,502
Net interest income117,583
 89,981
 232,780
 170,695
118,563
 115,197
Provision for loan losses8,239
 8,085
 13,157
 15,678
15,181
 4,918
Noninterest income44,945
 37,822
 84,896
 73,748
35,517
 39,951
Noninterest expense99,751
 81,354
 216,393
 163,943
95,582
 116,642
Income before income tax expense54,538
 38,364
 88,126

64,822
43,317
 33,588
Income tax expense19,588
 13,097
 30,321
 21,593
9,807
 10,733
Net income$34,950
 $25,267
 $57,805
 $43,229
$33,510
 $22,855
Weighted-average diluted common shares outstanding101,763
 80,396
 101,101
 79,194
101,938
 100,432
Diluted earnings per common share$0.34
 $0.31
 $0.57
 $0.54
$0.33
 $0.23
Diluted earnings per common share, excluding certain significant transactions (1)(2)
$0.35
 $0.32
 $0.68
 $0.58
Diluted earnings per common share, adjusted(1)(2)
$0.33
 $0.34
Performance Ratios          
Return on average common equity (3)
7.58% 8.13% 6.42% 7.12%7.19% 5.20%
Return on average common equity, adjusted(1)(2)(3)
7.19% 7.76%
Return on average tangible common equity (3)
13.37% 11.94% 11.52% 10.44%12.50% 9.53%
Return on average tangible common equity, excluding certain significant transactions (1) (2) (3)
13.64% 12.11% 13.81% 11.24%
Return on average tangible common equity, adjusted(1)(2)(3)
12.50% 13.99%
Return on average assets (3)
1.00% 0.93% 0.84% 0.83%0.96% 0.68%
Return on average assets, excluding certain significant transactions (1) (2) (3)
1.02% 0.94% 1.02% 0.89%
Return on average assets, adjusted(1)(2)(3)
0.96% 1.01%
Tax-equivalent net interest margin (2)(3)(4)
3.88% 3.72% 3.88% 3.69%3.80% 3.89%
Efficiency ratio (2)
58.67% 60.98% 59.80% 62.81%60.96% 61.31%
Efficiency ratio (prior presentation)(5)
N/A
 60.98%
(1) 
Certain significant transactionsAdjustments to net income include acquisition and integration related expenses associated with completed and pending acquisitions.acquisitions (first quarter 2017). For additional discussion of adjustments, see the "Non-GAAP Financial Information and Reconciliations" section.
(2) 
This item is a non-GAAP financial measure. For a discussion of non-GAAP financial measures, see the section of this Item 2 titled "Non-GAAP Financial Information and Reconciliations."
(3) 
These ratios are presented on an annualized basis.
(4) 
See the section of this Item 2 titled "Earnings Performance" below for additional discussion and calculation of this financial measure.

(5)
Presented as calculated prior to March 31, 2018, which included a tax-equivalent adjustment for BOLI. Management believes that removing this adjustment from the current calculation of this metric enhances comparability for peer comparison purposes.

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As of June 30, 2017 
 Change From
As of March 31, 2018 
 Change From
June 30,
2017
 December 31,
2016
 June 30,
2016
 December 31,
2016
 June 30,
2016
March 31,
2018
 December 31,
2017
 March 31,
2017
 December 31,
2017
 March 31,
2017
Balance Sheet Highlights                  
Total assets$13,969,140
 $11,422,555
 $10,995,810
 $2,546,585
 $2,973,330
$14,379,971
 $14,077,052
 $13,773,471
 $302,919
 $606,500
Total loans10,232,159
 8,254,145
 7,979,537
 1,978,014
 2,252,622
10,676,774
 10,437,812
 10,054,370
 238,962
 622,404
Total deposits10,999,720
 8,828,603
 8,971,316
 2,171,117
 2,028,404
11,146,022
 11,053,325
 10,956,541
 92,697
 189,481
Core deposits9,461,176
 7,635,318
 7,701,880
 1,825,858
 1,759,296
9,339,760
 9,406,542
 9,415,286
 (66,782) (75,526)
Loans to deposits93.0% 93.5% 88.9%    95.8% 94.4% 91.8%    
Core deposits to total deposits86.0% 86.5% 85.9%    83.8% 85.1% 85.9%    
Asset Quality Highlights                  
Non-accrual loans$79,196
 $59,289
 $37,312
 $19,907
 $41,884
$75,015
 $66,924
 $54,294
 $8,091
 $20,721
90 days or more past due loans, still
accruing interest (1)
2,059
 5,009
 5,406
 (2,950) (3,347)4,633
 3,555
 2,633
 1,078
 2,000
Total non-performing loans81,255
 64,298
 42,718
 16,957
 38,537
79,648
 70,479
 56,927
 9,169
 22,721
Accruing troubled debt
restructurings ("TDRs")
2,029
 2,291
 2,491
 (262) (462)1,778
 1,796
 2,112
 (18) (334)
Other real estate owned ("OREO")26,493
 26,083
 29,990
 410
 (3,497)17,472
 20,851
 29,140
 (3,379) (11,668)
Total non-performing assets$109,777
 $92,672
 $75,199
 $17,105
 $34,578
$98,898
 $93,126
 $88,179
 $5,772
 $10,719
30-89 days past due loans (1)
$19,081
 $21,043
 $23,380
 $(1,962) $(4,299)$42,573
 $39,725
 $23,641
 $2,848
 $18,932
Non-performing assets to total loans plus
OREO
1.07% 1.12% 0.94%    0.92% 0.89% 0.87%    
Allowance for Credit Losses                  
Allowance for credit losses$93,371
 $87,083
 $81,505
 $6,288
 $11,866
$95,854
 $96,729
 $89,163
 $(875) $6,691
Allowance for credit losses to
total loans
(2)
0.91% 1.06% 1.02%    0.90% 0.93% 0.89%    
Allowance for credit losses to
total loans, excluding acquired loans(3)
1.10% 1.11% 1.11%    1.01% 1.07% 1.11%    
Allowance for credit losses to
non-accrual loans
(2)
117.90% 146.88% 218.44%    127.78% 144.54% 164.22%    
(1) 
Purchased credit impaired ("PCI") loans with an accretable yield are considered current and are not included in past due loan totals.
(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."
(3)
The allowance for credit losses to total loans, excluding acquired loans is a non-GAAP financial measure. For a discussion of non-GAAP financial measures, see the section of this Item 2 titled "Non-GAAP Financial Information and Reconciliations."
Net income for the secondfirst quarter andof 2018 was $33.5 million, or $0.33 per share, compared to $22.9 million, or $0.23 per share, for the first six monthsquarter of 2017. Performance for the first quarter of 2017 was $35.0 million, or $0.34 per share, and $57.8 million, or $0.57 per share, respectively. Performance for all periods presented was impacted by certain significant transactions, which include acquisition and integration related pre-tax expenses of $1.2 million and $19.7 million$18.6 million. Excluding these expenses, net income for the second quarter and first six months of 2017, respectively, and $618,000 and $5.6 million for the same periods in 2016. Excluding these transactions, earnings per share was $0.35 for the second quarter of 2017 compared to $0.32 for the second quarter of 2016 and $0.68 for the first six months of 2017 compared to $0.58 for the same period in 2016.was $33.8 million, or $0.34 per share. The increasemodest decrease in net income and earnings per share, excluding acquisition and integration related expenses, compared to the second quarter and first six months of 2016, excluding certain significant transactions, reflects the benefit of the Standard and Premier acquisitions completed in the first quarter of 2017 reflects higher provision for loan growth, and increases in fee-based revenues, which werelosses, partially offset by higher noninterest expense. In addition, the benefit of the NI Bancshares Corporation ("NI Bancshares") acquisition completed late in the first quarter of 2016 and lower provision for loan losses also contributed to the increase in net interest income and earnings per share compared to the first six months of 2016.noninterest income, controlled noninterest expenses, and a lower effective income tax rate. A discussion of net interest income, noninterest income, noninterest expense, and noninterestincome tax expense is presented in the following section titled "Earnings Performance."
Total loans of $10.2$10.7 billion grew by $2.0 billion,$239.0 million, or 24.0%,9.3% annualized, from December 31, 2016. The growth was driven primarily by the acquisition of Standard.2017.
Non-performing assets to loans plus OREO was 1.07%0.92% at June 30, 2017, downMarch 31, 2018, up from 1.12%0.89% and 0.87% at December 31, 2016,2017 and up from 0.94% at June 30, 2016.March 31, 2017, respectively. See the following "Loan Portfolio and Credit Quality" section for further discussion of our loan portfolio, non-accrual loans, 90 days or more past due loans, TDRs, and OREO.

4941







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 included in our 20162017 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 shown at the bottom of Tables 2 and 3.2. 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. For a discussion of non-GAAP financial measures, see the section of this 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 June 30, 2017March 31, 2018 and 2016,2017, 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 six months ended June 30, 2017 and 2016.


5042







Table 2
Net Interest Income and Margin Analysis
(Dollar amounts in thousands)
Quarters Ended June 30, 
Attribution of Change
in Net Interest Income
Quarters Ended March 31, 
Attribution of Change
in Net Interest Income
2017 2016 2018 2017 
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$262,206
 $686
 1.05  $300,945
 $426
 0.57  $(47) $307
 $260
$112,137
 $423
 1.53  $215,915
 $441
 0.83  $(206) $188
 $(18)
Securities (1)
1,983,341
 11,482
 2.32  1,721,781
 10,636
 2.47  1,445
 (599) 846
2,063,223
 12,141
 2.35  2,021,157
 11,535
 2.28  233
 373
 606
Federal Home Loan Bank
("FHLB") and Federal Reserve
Bank ("FRB") stock
57,073
 441
 3.09  42,561
 200
 1.88  83
 158
 241
76,883
 438
 2.28  54,219
 368
 2.71  114
 (44) 70
Loans (1)(2)
10,064,119
 115,949
 4.62  7,883,806
 87,481
 4.46  25,080
 3,388
 28,468
10,499,283
 119,318
 4.61  9,920,513
 113,409
 4.64  6,413
 (504) 5,909
Total interest-earning assets (1)(2)
12,366,739
 128,558
 4.17  9,949,093
 98,743
 3.99  26,561
 3,254
 29,815
12,751,526
 132,320
 4.20  12,211,804
 125,753
 4.17  6,554
 13
 6,567
Cash and due from banks188,886
      154,693
           181,797
      176,953
           
Allowance for loan losses(92,152)      (80,561)           (99,234)      (89,065)           
Other assets1,497,370
      945,291
           1,352,964
      1,373,433
           
Total assets$13,960,843
      $10,968,516
           $14,187,053
      $13,673,125
           
Liabilities and Stockholders' EquityLiabilities and Stockholders' Equity                  Liabilities and Stockholders' Equity                  
Savings deposits$2,072,343
 394
 0.08  $1,655,566
 292
 0.07  75
 27
 102
$2,015,679
 368
 0.07  $2,029,631
 400
 0.08  (3) (29) (32)
NOW accounts2,010,152
 663
 0.13  1,615,677
 245
 0.06  72
 346
 418
1,992,672
 1,048
 0.21  1,916,816
 478
 0.10  20
 550
 570
Money market deposits1,942,672
 648
 0.13  1,670,536
 454
 0.11  81
 113
 194
1,814,057
 824
 0.18  1,890,703
 619
 0.13  (24) 229
 205
Time deposits1,538,845
 2,024
 0.53  1,277,694
 1,491
 0.47  328
 205
 533
1,735,155
 3,939
 0.92  1,515,597
 1,712
 0.46  279
 1,948
 2,227
Borrowed funds553,046
 2,099
 1.52  461,363
 1,499
 1.31  411
 189
 600
858,297
 3,479
 1.64  734,091
 2,194
 1.21  414
 871
 1,285
Senior and subordinated debt194,819
 3,105
 6.39  162,836
 2,588
 6.39  510
 7
 517
195,243
 3,124
 6.49  194,677
 3,099
 6.46  9
 16
 25
Total interest-bearing
liabilities
8,311,877
 8,933
 0.43  6,843,672
 6,569
 0.39  1,477
 887
 2,364
8,611,103
 12,782
 0.60  8,281,515
 8,502
 0.42  695
 3,585
 4,280
Demand deposits3,538,049
      2,771,813
           3,466,832
      3,355,674
           
Total funding sources11,849,926
    9,615,485
         12,077,935
   0.43  11,637,189
   0.30       
Other liabilities280,381
      117,534
           235,699
      272,398
           
Stockholders' equity - common1,830,536
      1,235,497
           1,873,419
      1,763,538
           
Total liabilities and
stockholders' equity
$13,960,843
      $10,968,516
           $14,187,053
      $13,673,125
           
Tax-equivalent net interest
income/margin (1)
  119,625
 3.88    92,174
 3.72  $25,084
 $2,367
 $27,451
  119,538
 3.80    117,251
 3.89  $5,859
 $(3,572) $2,287
Tax-equivalent adjustment  (2,042)      (2,193)           (975)      (2,054)         
Net interest income (GAAP)  $117,583
      $89,981
           $118,563
      $115,197
         
Impact of acquired loan
accretion (1)
  $8,757
 0.28    $4,927
 0.20         $5,112
 0.16    $11,345
 0.38       
Tax-equivalent net interest income/
margin, excluding the impact of
acquired loan accretion (1)
  $110,868
 3.60    $87,247
 3.52       
Tax-equivalent net interest income/
margin, adjusted(1)
  $114,426
 3.64    $105,906
 3.51       
(1) 
Interest income and yields on tax-exempt securities and loans are presented on a tax-equivalent basis, assuming athe applicable federal income tax rate for each period presented. As a result, interest income and yields on tax-exempt securities and loans subsequent to December 31, 2017 are presented at the current federal income tax rate of 21% and prior periods are presented using the federal income tax rate applicable at that time, or 35%. The corresponding income tax impact related to tax-exempt items is recorded in income tax expense. These adjustments have no impact on net income. For further details on the calculation of tax-equivalent net interest income/margin, net interest income (GAAP),See the"Non-GAAP Financial Information and tax-equivalent net interest income/margin, excluding the impact of acquired loan accretion, see the Reconciliations"section ofpresented later in this Item 2 titled "Non-GAAP Financial Information and Reconciliations."for a discussion of this non-GAAP financial measure.
(2) 
Non-accrual loans, which totaled $79.2$75.0 million as of June 30, 2017March 31, 2018 and $37.3$54.3 million as of June 30, 2016, 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."


51







Table 3
Net Interest Income and Margin Analysis
(Dollar amounts in thousands)
 Six Months Ended June 30,  Attribution of Change
in Net Interest Income
 2017  2016  
 Average
Balance
 Interest Yield/
Rate (%)
  Average
Balance
 Interest Yield/
Rate (%)
  Volume Yield/
Rate
 Total
Assets                   
Other interest-earning assets$239,189
 $1,128
 0.95  $271,295
 $768
 0.57  $(78) $438
 $360
Securities (1)
2,002,144
 23,016
 2.30  1,608,621
 20,634
 2.57  4,143
 (1,761) 2,382
FHLB and FRB stock55,654
 809
 2.91  41,167
 359
 1.74  155
 295
 450
Loans (1)(2)
9,992,713
 229,358
 4.63  7,614,920
 166,837
 4.41  54,447
 8,074
 62,521
Total interest-earning assets (1)(2)
12,289,700
 254,311
 4.17  9,536,003
 188,598
 3.97  58,667
 7,046
 65,713
Cash and due from banks182,952
      143,981
           
Allowance for loan losses(90,617)      (78,108)           
Other assets1,435,744
      910,804
           
Total assets$13,817,779
      $10,512,680
           
Liabilities and Stockholders' Equity                  
Savings deposits$2,051,105
 794
 0.08  $1,615,370
 575
 0.07  166
 53
 219
NOW accounts1,963,742
 1,141
 0.12  1,532,172
 445
 0.06  153
 543
 696
Money market deposits1,916,831
 1,267
 0.13  1,627,217
 919
 0.11  178
 170
 348
Time deposits1,527,285
 3,736
 0.49  1,230,578
 2,928
 0.48  724
 84
 808
Borrowed funds643,068
 4,293
 1.35  382,298
 2,815
 1.48  1,893
 (415) 1,478
Senior and subordinated debt194,749
 6,204
 6.43  182,044
 5,721
 6.32  432
 51
 483
Total interest-bearing
liabilities
8,296,780
 17,435
 0.42  6,569,679
 13,403
 0.41  3,546
 486
 4,032
Demand deposits3,447,365
      2,617,415
           
Total funding sources11,744,145
      9,187,094
           
Other liabilities276,412
      118,543
           
Stockholders' equity - common1,797,222
      1,207,043
           
Total liabilities and
stockholders' equity
$13,817,779
      $10,512,680
           
Tax-equivalent net interest
income/margin
(1)
  236,876
 3.88    175,195
 3.69  $55,121
 $6,560
 $61,681
Tax-equivalent adjustment  (4,096)      (4,500)         
Net interest income (GAAP)  $232,780
      $170,695
         
Impact of acquired loan
accretion
(1)
  $20,102
 0.33    $7,350
 0.15       
Tax-equivalent net interest income/
  margin, excluding the impact of
  acquired loan accretion (1)
  $216,774
 3.55    $167,845
 3.54       

(1)
Interest income and yields on tax-exempt securities and loans are presented on a tax-equivalent basis, assuming a federal income tax rate of 35%. The corresponding income tax impact related to tax-exempt items is recorded in income tax expense. These adjustments have no impact on net income. For further details on the calculation of tax-equivalent net interest income/margin, net interest income and margin (GAAP), and tax-equivalent net interest income/margin, excluding the impact of acquired loan accretion, see the section of this Item 2 titled "Non-GAAP Financial Information and Reconciliations."
(2)
Non-accrual loans, which totaled $79.2 million as of June 30,March 31, 2017, and $37.3 million as of June 30, 2016, 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."
Net interest income increased by 30.7% and 36.4%2.9% compared to the second quarter and first six months of 2016, respectively. Compared to both prior periods, the increase in net interest income was driven primarily by the acquisition of interest-earning assets and acquired loan accretion from the Standard transaction early in the first quarter of 2017. Higher interest rates and loan growth also contributed to the increaseThe rise in net interest income compared to both prior periods.the first quarter of 2017 was driven primarily by higher interest rates and loan growth, partially offset by lower acquired loan accretion and higher cost of funds.

5243







Acquired loan accretion contributed $8.8$5.1 million and $20.1$11.3 million to net interest income for the secondfirst quarter of 2018 and first six months of 2017, respectively, higher than $4.9 million and $7.4 million for the same periods in 2016.respectively.
Tax-equivalent net interest margin for both the secondfirst quarter and first six months of 20172018 was 3.88%3.80%, increasing by 16 and 19decreasing 9 basis points from the same periodsperiod in 2016.2017. The risedecrease in tax-equivalent net interest margin compared to the first quarter of 2017 was impacted by an 8 and 18due primarily to a 22 basis point increasedecrease in acquired loan accretion, compared topartially offset by the second quarter and first six monthspositive impact of 2016, respectively, and higher interest rates. In addition, compared totax-equivalent net interest margin for the first six monthsquarter of 2016, the impact of adding2018 was negatively impacted by a greater mix of higher-yielding fixed-rate loans acquired from Standard contributed to the increase, which was more than offset by growth3 basis points reduction in the securities portfolio and the continued shifttax-equivalent adjustment as a result of loan originations and mix to lower-yielding floating rate loans.lower federal income tax rates.
Total average interest-earning assets rose by $2.4 billion and $2.8 billion$539.7 million from the secondfirst quarter and first six months of 2016, respectively. Compared to both prior periods, the2017. The increase resulted primarily from interest-earning assets acquired in the Standard transaction, loan growth, and security purchases. In addition,which was partially offset by a reduction in other interest-earning assets acquired in the NI Bancshares transaction contributed to the increase compared to the first six months of 2016.assets.
Compared to the secondfirst quarter and first six months of 2016,2017, total average funding sources increased by $2.2 billion$440.7 million, due primarily to an increase in FHLB advances and $2.6 billion, respectively. The increase compared to both prior periods resulted primarily from deposits acquired in the Standard transaction and the addition of FHLB advances. Deposits acquired in the NI Bancshares transaction also contributed to the increase compared to the first six months of 2016.time deposits.
Noninterest Income
A summary of noninterest income for the quarters ended March 31, 2018 and six months ended June 30, 2017 and 2016 is presented in the following table.
Table 43
Noninterest Income Analysis
(Dollar amounts in thousands)
  Quarters Ended 
 June 30,
   Six Months Ended 
 June 30,
  
  2017 2016 % Change 2017 2016 % Change
Service charges on deposit accounts $12,153
 $10,169
 19.5
 $23,518
 $19,642
 19.7
Wealth management fees 10,525
 8,642
 21.8
 20,185
 16,201
 24.6
Card-based fees (1)
 8,832
 7,592
 16.3
 16,948
 14,310
 18.4
Merchant servicing fees (2)
 3,197
 3,170
 0.9
 6,332
 6,198
 2.2
Capital market products income 2,217
 2,066
 7.3
 3,593
 5,281
 (32.0)
Mortgage banking income 1,645
 1,863
 (11.7) 3,533
 3,231
 9.3
Other service charges, commissions, and
  fees
 2,659
 2,432
 9.3
 4,966
 4,665
 6.5
Total fee-based revenues 41,228
 35,934
 14.7
 79,075
 69,528
 13.7
Net securities gains (3)
 284
 23
 N/M
 284
 910
 (68.8)
Other income (4)
 3,433
 1,865
 84.1
 5,537
 3,310
 67.3
Total noninterest income $44,945
 $37,822
 18.8
 $84,896
 $73,748
 15.1
N/M - Not meaningful.

  Quarters Ended 
 March 31,
  
  2018 2017 % Change
Service charges on deposit accounts $11,652
 $11,365
 2.5
Wealth management fees 10,958
 9,660
 13.4
Card-based fees, net(1)(2):
      
Card-based fees 5,692
 8,116
 (29.9)
Cardholder expenses (1,759) 
 
Card-based fees, net 3,933
 8,116
 (51.5)
Mortgage banking income 2,397
 1,888
 27.0
Capital market products income 1,558
 1,376
 13.2
Merchant servicing fees, net(1)(3):
     

Merchant servicing fees 2,237
 3,135
 (28.6)
Merchant card expenses (1,907) 
 
Merchant servicing fees, net 330
 3,135
 (89.5)
Other service charges, commissions, and fees 2,218
 2,307
 (3.9)
Other income(4)
 2,471
 2,104
 17.4
Total noninterest income $35,517
 $39,951
 (11.1)
(1) 
As a result of accounting guidance adopted in the first quarter of 2018, certain noninterest income line items and the related noninterest expense line items that are presented on a gross basis for the prior periods are presented on a net basis in noninterest income for the current period. For further discussion of this guidance, see Note 2 of "Notes to the Consolidated Financial Statements" in Item 1 of this Form 10-Q.
(2)
Card-based fees, net consist of debit and credit card interchange fees for processing transactions as well as various fees on both customerconsumer and non-customer automated teller machine ("ATM") and point-of-sale transactions processed through the ATM and point-of-sale networks.networks as well as the related cardholder expense.
(2)(3) 
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 bank-owned life insurance ("BOLI")BOLI income, safe deposit box rentals, miscellaneous recoveries, and gains on the sales of various assets.
Total fee-based revenues grew by 14.7% and 13.7%noninterest income for the first quarter of 2018 of $35.5 million was down 11.1% compared to the secondfirst quarter of 2017. In the first quarter of 2018, the Company adopted accounting guidance which impacted how cardholder and merchant card expenses are presented within noninterest income on a prospective basis. As a result, these expenses are presented on a net basis against the related noninterest income for the first six monthsquarter of 2016, respectively. Compared to both2018 versus a gross basis within noninterest expense for the prior periods,period. In addition, the increase in fee-based revenues resulted primarily from services provided to customers acquiredDurbin Amendment of the Dodd-Frank Act ("Durbin") became effective for the Company in the Standard and Premier transactions completedthird quarter of 2017. Excluding the $3.7 million reclassification impact of accounting guidance adopted in the first quarter of 2017, organic growth in treasury management services, and a rise in card-based fees resulting from higher transaction volumes. In addition,2018 on the full quarter impact of customers acquiredcurrent period

5344







inand the NI Bancshares transaction late$2.9 million impact of Durbin on the first quarter of 2017, noninterest income was $39.2 million, up 5.8% from $37.1 million in the first quarter of 2016 contributed to2017. This item is a non-GAAP financial measure. For a discussion of non-GAAP financial measures, see the increase in fee-based revenuessection of this Item 2 titled "Non-GAAP Financial Information and Reconciliations."
Net card-based fees were up 8.4% compared to the first six monthsquarter of 2016.
Growth in capital market products income compared2017, excluding the accounting reclassification and Durbin, due to higher transaction volumes. Compared to the secondfirst quarter of 20162017, the increase in wealth management fees was driven primarily by increased sales to commercial clients.the full quarter impact of customers acquired in the Premier Asset Management LLC ("Premier") transaction and organic growth. The decline in capital market products incomemerchant servicing fees from the first six monthsquarter of 2016 was consistent with loan production during2017 reflected lower customer volumes, substantially offset by the first six months of 2017.decline in merchant card expense.
Mortgage banking income for the first quarter of 2018 resulted primarily from sales of $59.5 million and $114.1$63.8 million of 1-4 family mortgage loans in the secondary market, duringcompared to $54.6 million in the secondfirst quarter and first six months of 2017, respectively, up from sales of $52.1 million and $90.8 million for the same periods in 2016.2017. In addition, mortgage banking income for the secondfirst quarter of 20172018 was positively impacted by a decreasechanges in the fair value of mortgage servicing rights, which fluctuatesfluctuate from quarter to quarter.
Total noninterest income increased by 18.8% and 15.1% from the second quarter and first six months of 2016, respectively. Other income was elevated in the second quarter and first six months of 2017 due to net gains from the disposition of branch properties and other miscellaneous items.
Noninterest Expense
A summary of noninterest expense for the quarters ended March 31, 2018 and six months ended June 30, 2017 and 2016 is presented in the following table.
Table 54
Noninterest Expense Analysis
(Dollar amounts in thousands)
 Quarters Ended 
 June 30,
   Six Months Ended 
 June 30,
   Quarters Ended 
 March 31,
  
 2017 2016 % Change 2017 2016 % Change 2018 2017 % Change
Salaries and employee benefits:                  
Salaries and wages $44,194
 $37,916
 16.6
 $89,084
 $74,212
 20.0
 $45,830
 $44,890
 2.1
Retirement and other employee
benefits
 10,381
 8,351
 24.3
 21,263
 16,649
 27.7
 10,957
 10,882
 0.7
Total salaries and employee
benefits
 54,575
 46,267
 18.0
 110,347
 90,861
 21.4
 56,787
 55,772
 1.8
Net occupancy and equipment expense 12,485
 9,928
 25.8
 24,810
 19,625
 26.4
 13,773
 12,325
 11.7
Professional services 9,112
 5,292
 72.2
 17,575
 11,212
 56.8
 7,580
 8,463
 (10.4)
Technology and related costs 4,485
 3,669
 22.2
 8,918
 7,370
 21.0
 4,771
 4,433
 7.6
Merchant card expense (1)
 2,632
 2,724
 (3.4) 5,217
 5,322
 (2.0)
Advertising and promotions 1,693
 1,927
 (12.1) 2,759
 3,516
 (21.5) 1,650
 1,066
 54.8
Cardholder expenses 1,682
 1,512
 11.2
 3,446
 2,871
 20.0
Net OREO expense 1,631
 1,122
 45.4
 3,331
 1,786
 86.5
 1,068
 1,700
 (37.2)
Merchant card expenses(1)
 
 2,585
 (100.0)
Cardholder expenses(1)
 
 1,764
 (100.0)
Other expenses 10,282
 8,295
 24.0
 20,251
 15,742
 28.6
 9,953
 9,969
 (0.2)
Acquisition and integration related
expenses
 1,174
 618
 90.0
 19,739
 5,638
 250.1
 
 18,565
 (100.0)
Total noninterest expense(1) $99,751
 $81,354
 22.6
 $216,393
 $163,943
 32.0
 $95,582
 $116,642
 (18.1)
(1) 
TheAs a result of accounting guidance adopted in the first quarter of 2018, certain noninterest income line items and the related merchant servicing feesnoninterest expense line items that are includedpresented on a gross basis for the prior periods are presented on a net basis in noninterest income for each period presented.the current period. For further discussion of this guidance, see Note 2 of "Notes to the Consolidated Financial Statements" in Item 1 of this Form 10-Q.
Total noninterest expense increasedof $95.6 million decreased by 22.6% and 32.0%18.1% compared to the secondfirst quarter of 2017. In the first quarter of 2018, the Company adopted accounting guidance which impacted how cardholder and merchant card expenses are presented within noninterest income on a prospective basis. As a result, these expenses are presented on a net basis against the related noninterest income for the first six monthsquarter of 2016, respectively,2018 versus a gross basis within noninterest expense for the prior period. Excluding the $3.7 million reclassification impact of this accounting guidance on the current period and was impacted by certain significant transactions including$18.6 million acquisition and integration related expenses associated with completed and pending acquisitions. Excluding these certain significant transactions, totalthat resulted from the acquisition of Standard Bancshares, Inc ("Standard") in the first quarter of 2017, noninterest expense increased by 22.1%for the first quarter of 2018 was $99.2 million, consistent with $98.1 million in the first quarter of 2017. This item is a non-GAAP financial measure. For a discussion of non-GAAP financial measures, see the section of this Item 2 titled "Non-GAAP Financial Information and 24.2% from the second quarter and first six months of 2016, respectively.Reconciliations."
Compared to both prior periods, theThe increase in total noninterest expense, excluding certain significant transactions, resulted largely from operating costs associated with the Standard transaction, which impacted most categories. The full quarter impact of the NI Bancshares transaction also contributed to the increasesalaries and wages compared to the first six monthsquarter of 2016.
Excluding operating costs associated with completed acquisitions, the rise in salaries and employee benefits compared to both prior periods2017 was also impacteddriven primarily by merit increases and investments in additional talentorganizational growth. Compared to support growth, partially offset bythe first quarter of 2017, net occupancy and equipment expenses increased as a result of higher deferred salariescosts related to winter weather conditions and the timing of expenses related to the Company's planned corporate headquarters relocation. Professional services expense declined compared to the first quarter of 2017 due to loan growth. Higherlower loan remediation expenses and certain costs associated with organizational growth contributedexpenses. Compared to the increase in professional services compared to both prior periods presented. The decreasefirst quarter of 2017, the rise in advertising and promotions expense resulted from the timing of certain advertising costs.

5445







promotions expense compared to the second quarter and first six months of 2016 resulted from the timing of certain advertising costs. Net OREO expense increased from both prior periods due primarilydecreased compared to higher valuation adjustments.
Acquisition and integration related expenses for the second quarter and first six months of 2017 resulted from the acquisitions of Standard and Premier during the first quarter of 2017. For the second quarter2017 as a result of lower levels of operating expenses, losses on sales, and first six months of 2016, acquisition and integration related expenses resulted from the acquisition of NI Bancshares during the first quarter of 2016. These expenses fluctuate based on the size and timing of each transaction.valuation adjustments.
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 ended March 31, 2018 and six months ended June 30, 2017 and 2016 is detailed in the following table.
Table 65
Income Tax Expense Analysis
(Dollar amounts in thousands)
 Quarters Ended 
 June 30,
 Six Months Ended 
 June 30,
 Quarters Ended 
 March 31,
 2017 2016 2017 2016 2018 2017
Income before income tax expense $54,538
 $38,364
 $88,126
 $64,822
 $43,317
 $33,588
Income tax expense:            
Federal income tax expense $16,159
 $10,732
 $25,053
 $17,833
 $7,146
 $8,895
State income tax expense 3,429
 2,365
 5,268
 3,760
 2,661
 1,838
Total income tax expense $19,588
 $13,097
 $30,321
 $21,593
 $9,807
 $10,733
Effective income tax rate 35.9% 34.1% 34.4% 33.3% 22.6% 32.0%
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 increasedecrease in total income tax expense and the effective tax rate compared to the first quarter of 2017 was driven primarily by the reduction in the federal income tax rate from 35% to 21% which became effective in the first quarter of 2018 as a result of federal income tax reform. In addition, the first quarter of 2018 was impacted by a $1.0 million income tax benefit related to employee share-based payments.
Total income tax expense for the first quarter and six months ended June 30, 2017of 2018 was down 8.6% compared to the same periodsperiod in 2016 resulted primarily from higherthe prior year. Higher levels of income subject to tax at statutory rates and a decrease in tax-exempt income. For the six months ended June 30, 2017, this increase was partly offset by tax benefits of $638,000 relatedincome compared to the implementation of Financial Accounting Standards Board ("FASB") guidance on employee share-based payments recognized in the first quarter of 2017.
On July 6, 2017 Illinois enacted legislation increasingwere more than offset by the overall corporate income and replacement tax rate from 7.75% to 9.50%. The rate increase, effective on July 1, 2017, will increase the Company's effective tax rate and expense in future quarters, which is not expected to be material, and will also result in a non-cash tax benefit related to the write-up of deferred tax assetsdecrease in the third quarter of 2017.federal income tax rate.
Our accounting policies regarding the recognition of income taxes in the Consolidated Statements of Financial Condition and Income are described in Notes 1 and 15 to the Consolidated Financial Statements of our 20162017 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. TradingEquity securities are carried at fair value and consist primarily of community development investments and certain diversified investment securities held in a grantor trust for ourparticipants in the Company's nonqualified deferred compensation plan that are invested in money market and are not considered part of the traditional investment portfolio.mutual funds. 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.

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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 76
Investment Portfolio
(Dollar amounts in thousands)
 As of June 30, 2017 As of December 31, 2016 As of March 31, 2018 As of December 31, 2017
 
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-SaleSecurities Available-for-Sale              Securities Available-for-Sale              
U.S. treasury securities $48,568
 $(85) $48,483
 2.5 $48,581
 $(40) $48,541
 2.5 $50,487
 $(296) $50,191
 2.5 $46,529
 $(184) $46,345
 2.5
U.S. agency securities 174,757
 301
 175,058
 9.2 183,528
 109
 183,637
 9.6 160,936
 (1,398) 159,538
 7.8 157,636
 (789) 156,847
 8.3
Collateralized mortgage
obligations ("CMOs")
 1,017,896
 (11,732) 1,006,164
 52.7 1,064,130
 (16,684) 1,047,446
 54.6 1,213,796
 (32,061) 1,181,735
 57.9 1,113,019
 (17,833) 1,095,186
 58.1
Other mortgage-backed
securities ("MBSs")
 377,043
 (3,383) 373,660
 19.6 337,139
 (4,484) 332,655
 17.3 434,485
 (11,123) 423,362
 20.7 373,676
 (4,133) 369,543
 19.6
Municipal securities 262,906
 1,496
 264,402
 13.9 273,319
 (2,473) 270,846
 14.1 217,855
 (3,871) 213,984
 10.5 209,558
 (567) 208,991
 11.1
Trust-preferred
collateralized debt
obligations ("CDOs")
 47,740
 (14,286) 33,454
 1.7 47,681
 (14,421) 33,260
 1.7
Corporate debt securities 12,161
 (21) 12,140
 0.6 
 
 
 
Equity securities(1) 7,106
 (79) 7,027
 0.4 3,206
 (141) 3,065
 0.2 
 
 
  7,408
 (111) 7,297
 0.4
Total securities
available-for-sale
 $1,936,016
 $(27,768) $1,908,248
 100.0 $1,957,584
 $(38,134) $1,919,450
 100.0 $2,089,720
 $(48,770) $2,040,950
 100.0 $1,907,826
 $(23,617) $1,884,209
 100.0
Securities Held-to-MaturitySecurities Held-to-Maturity           Securities Held-to-Maturity           
Municipal securities $17,353
 $(2,454) $14,899
 
 $22,291
 $(4,079) $18,212
  $13,400
 $(2,113) $11,287
 
 $13,760
 $(1,747) $12,013
 
Equity Securities(1)
     $28,513
     $
 
Trading Securities(1)
     $
     $20,447
 
(1)
As a result of accounting guidance adopted in the first quarter of 2018, equity securities are no longer presented within trading securities or securities available-for-sale and are now presented within equity securities in the Consolidated Statements of Financial Condition for the current period. For further discussion of this guidance, see Note 2 of "Notes to the Consolidated Financial Statements" in Item 1 of this Form 10-Q.
Portfolio Composition
As of June 30, 2017,March 31, 2018, our securities available-for-sale portfolio totaled $1.9$2.0 billion, consistent withincreasing $156.7 million, or 8.3%, from December 31, 2016.
Approximately 98%2017. The increase from December 31, 2017 was driven primarily by purchases of ourCMOs and MBSs in light of current market conditions. For additional detail regarding sales of securities available-for-sale portfolio is comprised of U.S. treasury securities, U.S. agency securities, CMOs, MBSs,see the "Realized Gains and municipal securities. The remainder consists of eleven CDOs with a fair value of $33.5 million and miscellaneous other securities with a fair value of $7.0 million.Losses" section below.
Investments in municipal securities comprised $264.4 million, or 13.9%, of the total securities available-for-sale portfolio at June 30, 2017. The majority consistsconsist 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.

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Table 87
Securities Effective Duration Analysis
As of June 30, 2017 As of December 31, 2016As of March 31, 2018 As of December 31, 2017
Effective Average Yield to Effective Average Yield toEffective 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 securities0.90% 0.92
 1.00% 1.39% 1.42
 0.99%1.10% 1.13
 1.54% 1.01% 1.03
 1.30%
U.S. agency securities1.87% 3.28
 1.66% 2.65% 3.89
 1.55%1.82% 3.22
 1.96% 1.80% 3.22
 1.74%
CMOs3.46% 4.29
 2.08% 3.76% 4.49
 1.88%3.75% 4.72
 2.44% 3.36% 4.51
 2.35%
MBSs3.90% 5.29
 2.24% 4.15% 5.62
 2.07%4.17% 5.60
 2.50% 3.77% 5.29
 2.30%
Municipal securities4.17% 2.42
 3.39% 4.17% 2.51
 3.85%4.75% 5.05
 2.60% 4.47% 4.87
 3.04%
CDOsN/M
 N/M
 N/M
 N/M
 N/M
 N/M
Equity securitiesN/M
 N/M
 N/M
  N/M
  N/M
 N/M
Corporate debt securities0.28% 7.98
 3.32% N/M
 N/M
 N/M
Total securities available-for-sale3.43% 4.05
 2.23% 3.72% 4.27
 2.14%3.71% 4.75
 2.41% 3.38% 4.51
 2.34%
Securities Held-to-Maturity                      
Municipal securities5.93% 8.01
 4.42% 6.47% 9.08
 3.98%5.15% 7.03
 3.52% 5.33% 7.15
 4.55%
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 athe applicable federal income tax rate of 35%.for each period presented.
Effective Duration
The average life and effective duration of our securities available-for-sale portfolio was 4.054.75 years and 3.43%3.71%, respectively, as of June 30, 2017, downMarch 31, 2018, up from 4.274.51 years and 3.72%3.38% as of December 31, 2016.2017. The decreaseincrease resulted primarily from maturities and salespurchases of investment securities that were reinvested into lower-duration CMOs and MBSs.
Realized Gains and Losses
There were $284,000 ofno net securities gains or impairment charges recognized during both the secondfirst quarters of 2018 and 2017. During the first quarter and first six months of 2017, on securities with carrying values of $30.7 million. In addition, $214.1$210.2 million of securities were acquired in the Standard transaction during the first quarter of 2017, of which $210.2 million were sold shortly after the acquisition date and resulted in no gains or losses as they were recorded at fair value upon acquisition. No impairment charges were recognized during the second quarter or first six months of 2017.
Net securities gains for the second quarter and first six months of 2016 were $23,000 and $910,000, respectively, on securities with carrying values of $8.0 million and $38.6 million for the same periods. No impairment charges were recognized during the second quarter or first six months of 2016.
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 June 30, 2017,Higher market rates drove the rise in net unrealized losses totaled $27.8to $48.8 million compared to net unrealized lossesas of $38.1March 31, 2018 from $23.6 million as of December 31, 2016.

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2017.
Net unrealized losses in the CMO and MBS portfolio totaled $11.7$32.1 million and $11.1 million as of June 30, 2017March 31, 2018, respectively, compared to $16.7$17.8 million and $4.1 million as of December 31, 2016.2017 for the same portfolios. 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 securities as of June 30, 2017March 31, 2018 represents other-than-temporary securities impairment ("OTTI") related to credit deterioration. In addition, we do not intend to sell the CMOs or MBSs with unrealized losses 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 investments in CDOs are supported by the credit
48




Table of the underlying banks and insurance companies. The net unrealized losses on these securities were $14.3 million as of June 30, 2017 and $14.4 million as of December 31, 2016. We do not believe the unrealized losses on the CDOs as of June 30, 2017 represent OTTI related to credit deterioration. In addition, we do not intend to sell the CDOs with unrealized losses 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 15 of "Notes to the Condensed Consolidated Financial Statements," in Part I, Item 1 of this Form 10-Q.Contents



LOAN PORTFOLIO AND CREDIT QUALITY
Portfolio Composition
Our loan portfolio is comprised of both corporate and consumer loans with corporate loans representing 82.4%81.2% of total loans at June 30, 2017.as of March 31, 2018. 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 and current risks in the portfolio.
Table 98
Loan Portfolio
(Dollar amounts in thousands)
 As of  
 June 30, 2017
 
% of
Total Loans
 
As of
December 31, 2016
 % of
Total Loans
 % Change As of  
 March 31, 2018
 
% of
Total Loans
 
As of
December 31, 2017
 % of
Total Loans
 % Change
Commercial and industrial $3,410,748
 33.3 $2,827,658
 34.3 20.6 $3,659,066
 34.3 $3,529,914
 33.8 3.7
Agricultural 433,424
 4.2 389,496
 4.7 11.3 435,734
 4.1 430,886
 4.1 1.1
Commercial real estate:                    
Office, retail, and industrial 1,983,802
 19.4 1,581,967
 19.2 25.4 1,931,202
 18.1 1,979,820
 19.0 (2.5)
Multi-family 681,032
 6.7 614,052
 7.4 10.9 695,830
 6.4 675,463
 6.5 3.0
Construction 543,892
 5.3 451,540
 5.4 20.5 585,766
 5.5 539,820
 5.2 8.5
Other commercial real estate 1,383,937
 13.5 979,528
 11.9 41.3 1,363,238
 12.8 1,358,515
 13.0 0.3
Total commercial real estate 4,592,663
 44.9 3,627,087
 43.9 26.6 4,576,036
 42.8 4,553,618
 43.7 0.5
Total corporate loans 8,436,835
 82.4 6,844,241
 82.9 23.3 8,670,836
 81.2 8,514,418
 81.6 1.8
Home equity 865,656
 8.5 747,983
 9.1 15.7 881,534
 8.3 827,055
 7.9 6.6
1-4 family mortgages 614,818
 6.0 423,922
 5.1 45.0 798,902
 7.5 774,357
 7.4 3.2
Installment 314,850
 3.1 237,999
 2.9 32.3 325,502
 3.0 321,982
 3.1 1.1
Total consumer loans 1,795,324
 17.6 1,409,904
 17.1 27.3 2,005,938
 18.8 1,923,394
 18.4 4.3
Total loans $10,232,159
 100.0 $8,254,145
 100.0 24.0 $10,676,774
 100.0 $10,437,812
 100.0 2.3
Total loans of $10.2$10.7 billion grewincreased by 24.0%9.3%, annualized from December 31, 2016. Excluding loans acquired in the Standard transaction, total loans grew by 4.5% from December 31, 2016. The addition of 1-4 family mortgages, installment loans, and shorter-duration, floating rate home equity loans contributed to the increase in total loans. In addition, growth2017. Growth in commercial and industrial loans, primarily within our sector-based lending business units,businesses, multi-family, and multi-familyconstruction loans contributed todrove the increaserise in total corporate loans.

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Table Growth in consumer loans compared to December 31, 2017 benefited from the impact of Contents



purchases of shorter-duration home equity loans and organic production.
Commercial, Industrial, and Agricultural Loans
Commercial, industrial, and agricultural loans represent 37.5%38.4% of total loans, and totaled $3.8$4.1 billion at June 30, 2017,March 31, 2018, an increase of $627.0$134.0 million, or 19.5%3.4%, from December 31, 2016.2017. Our commercial and industrial loans are a diverse group of loans generally located in the Chicago metropolitan area with purposes that range frominclude supporting seasonal working capital needs, to termaccounts receivable financing, of equipment.inventory and equipment financing, and select sector based lending, such as healthcare, asset-based lending, structured finance, and syndications. 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

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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.
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,financing, 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.

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The following table presents commercial real estate loan detail as of June 30, 2017March 31, 2018 and December 31, 2016.2017.
Table 109
Commercial Real Estate Loans
(Dollar amounts in thousands)
 As of  
 June 30, 2017
 % of
Total
 As of
December 31, 2016
 % of
Total
 As of  
 March 31, 2018
 % of
Total
 As of
December 31, 2017
 % of
Total
Office, retail, and industrial:          
Office $847,041
 18.4 $599,572
 16.5 $809,358
 17.7 $844,413
 18.5
Retail 465,459
 10.1 412,614
 11.4 469,321
 10.3 471,781
 10.4
Industrial 671,302
 14.6 569,781
 15.7 652,523
 14.3 663,626
 14.6
Total office, retail, and industrial 1,983,802
 43.1 1,581,967
 43.6 1,931,202
 42.3 1,979,820
 43.5
Multi-family 681,032
 14.8 614,052
 16.9 695,830
 15.2 675,463
 14.8
Construction 543,892
 11.8 451,540
 12.4 585,766
 12.8 539,820
 11.8
Other commercial real estate:          
Multi-use properties 337,913
 7.4 236,430
 6.5 330,934
 7.2 330,926
 7.3
Rental properties 205,056
 4.5 159,134
 4.4 184,394
 4.0 197,579
 4.3
Warehouses and storage 162,226
 3.5 136,853
 3.8 170,218
 3.7 172,505
 3.8
Hotels 122,600
 2.7 97,016
 2.1
Restaurants 127,945
 2.8 63,067
 1.7 121,025
 2.6 112,547
 2.5
Hotels 96,711
 2.1 41,780
 1.2
Service stations and truck stops 96,402
 2.1 51,403
 1.5 104,611
 2.3 107,834
 2.4
Recreational 85,319
 1.9 58,390
 1.6 84,927
 1.9 87,986
 1.9
Automobile dealers 50,481
 1.1 53,671
 1.4 38,153
 0.8 39,020
 0.9
Religious 36,108
 0.8 38,319
 1.1
Other 185,776
 4.1 140,481
 3.9 206,376
 4.5 213,102
 4.7
Total other commercial real estate 1,383,937
 30.3 979,528
 27.1 1,363,238
 29.7 1,358,515
 29.9
Total commercial real estate $4,592,663
 100.0 $3,627,087
 100.0 $4,576,036
 100.0 $4,553,618
 100.0
Commercial real estate loans represent 44.9%42.8% of total loans, and totaled $4.6 billion at June 30, 2017,March 31, 2018, increasing by $965.6$22.4 million or 26.6%, from December 31, 2016.2017.
The mix of properties securing the loans in our commercial real estate portfolio is balanced between owner-occupied and investor categories and is diverse in terms of type and geographic location, generally within the Company's markets. Approximately 44%43% of the commercial real estate portfolio, excluding multi-family and construction loans, is owner-occupied as of June 30, 2017.March 31, 2018. Using outstanding loan balances, non-owner occupiednon-owner-occupied commercial real estate loans to total capital was 217%214% and construction loans to total capital was 31%32% as of June 30, 2017.March 31, 2018. Non-owner-occupied (investor) commercial real estate is calculated in

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accordance with federal banking agency guidelines and includes construction, multi-family, non-farm non-residential property, and commercial real estate loans that are not secured by real estate loans.collateral.
Consumer Loans
Consumer loans represent 17.6%18.8% of total loans, and totaled $1.8$2.0 billion at June 30, 2017,March 31, 2018, an increase of $385.4$82.5 million, or 27.3%4.3%, from December 31, 2016.2017. 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.

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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 1110
Loan Portfolio by Performing/Non-Performing Status
(Dollar amounts in thousands)
Accruing    Accruing    
PCI (1)
 Current 
30-89 Days
Past Due
 
90 Days
Past Due
 
Non-accrual (2)
 
Total
Loans
PCI(1)
 Current 
30-89 Days
Past Due
 
90 Days
Past Due
 
Non-accrual(2)
 
Total
Loans
As of June 30, 2017           
As of March 31, 2018           
Commercial and industrial$20,267
 $3,331,149
 $6,382
 $1,550
 $51,400
 $3,410,748
$3,373
 $3,599,159
 $10,597
 $1,963
 $43,974
 $3,659,066
Agricultural9,704
 422,954
 379
 
 387
 433,424
7,234
 423,661
 264
 489
 4,086
 435,734
Commercial real estate:  
          
        
Office, retail, and industrial18,924
 1,948,347
 1,500
 
 15,031
 1,983,802
14,426
 1,898,381
 5,577
 476
 12,342
 1,931,202
Multi-family14,399
 665,238
 1,128
 109
 158
 681,032
13,201
 667,212
 15,249
 24
 144
 695,830
Construction15,319
 527,701
 675
 
 197
 543,892
8,405
 576,202
 35
 916
 208
 585,766
Other commercial real estate66,700
 1,311,176
 2,261
 64
 3,736
 1,383,937
59,820
 1,295,183
 4,083
 64
 4,088
 1,363,238
Total commercial real estate115,342
 4,452,462
 5,564
 173
 19,122
 4,592,663
95,852
 4,436,978
 24,944
 1,480
 16,782
 4,576,036
Total corporate loans145,313
 8,206,565
 12,325
 1,723
 70,909
 8,436,835
106,459
 8,459,798
 35,805
 3,932
 64,842
 8,670,836
Home equity2,779
 854,327
 3,383
 41
 5,126
 865,656
2,656
 870,443
 2,611
 44
 5,780
 881,534
1-4 family mortgages19,045
 591,662
 950
 
 3,161
 614,818
17,775
 774,625
 1,977
 132
 4,393
 798,902
Installment1,229
 310,903
 2,423
 295
 
 314,850
1,056
 321,741
 2,180
 525
 
 325,502
Total consumer loans23,053
 1,756,892
 6,756
 336
 8,287
 1,795,324
21,487
 1,966,809
 6,768
 701
 10,173
 2,005,938
Total loans$168,366
 $9,963,457
 $19,081
 $2,059
 $79,196
 $10,232,159
$127,946
 $10,426,607
 $42,573
 $4,633
 $75,015
 $10,676,774
As of December 31, 2016           
As of December 31, 2017           
Commercial and industrial$2,167
 $2,788,891
 $6,288
 $374
 $29,938
 $2,827,658
$5,450
 $3,458,049
 $24,005
 $1,830
 $40,580
 $3,529,914
Agricultural512
 388,067
 
 736
 181
 389,496
7,203
 423,007
 280
 177
 219
 430,886
Commercial real estate:  
          
        
Office, retail, and industrial12,398
 1,546,078
 5,085
 1,129
 17,277
 1,581,967
14,575
 1,950,564
 2,776
 345
 11,560
 1,979,820
Multi-family12,225
 600,054
 858
 604
 311
 614,052
14,071
 657,878
 3,117
 20
 377
 675,463
Construction4,442
 446,480
 332
 
 286
 451,540
8,778
 530,264
 198
 371
 209
 539,820
Other commercial real estate12,219
 961,709
 1,182
 1,526
 2,892
 979,528
64,675
 1,287,522
 2,380
 317
 3,621
 1,358,515
Total commercial real estate41,284
 3,554,321
 7,457
 3,259
 20,766
 3,627,087
102,099
 4,426,228
 8,471
 1,053
 15,767
 4,553,618
Total corporate loans43,963
 6,731,279
 13,745
 4,369
 50,885
 6,844,241
114,752
 8,307,284
 32,756
 3,060
 56,566
 8,514,418
Home equity615
 738,213
 3,581
 109
 5,465
 747,983
2,745
 815,014
 3,252
 98
 5,946
 827,055
1-4 family mortgages14,949
 403,521
 2,241
 272
 2,939
 423,922
18,080
 750,555
 1,310
 
 4,412
 774,357
Installment1,459
 234,805
 1,476
 259
 
 237,999
1,113
 318,065
 2,407
 397
 
 321,982
Total consumer loans17,023
 1,376,539
 7,298
 640
 8,404
 1,409,904
21,938
 1,883,634
 6,969
 495
 10,358
 1,923,394
Total loans$60,986
 $8,107,818
 $21,043
 $5,009
 $59,289
 $8,254,145
$136,690
 $10,190,918
 $39,725
 $3,555
 $66,924
 $10,437,812
(1) 
PCI loans with an accretable yield are considered current.
(2) 
Includes PCI loans of $243,000$760,000 and $682,000$763,000 as of June 30, 2017March 31, 2018 and December 31, 2016,2017, respectively, which no longer have an accretable yield as estimates of expected future cash flows have decreased since the acquisition date due to credit deterioration.


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The following table provides a comparison of our non-performing assets and past due loans to prior periods.
Table 1211
Non-Performing Assets and Past Due Loans
(Dollar amounts in thousands)
As ofAs of
June 30,
2017
 March 31,
2017
 December 31,
2016
 September 30,
2016
 June 30,
2016
March 31,
2018
 December 31,
2017
 September 30,
2017
 June 30,
2017
 March 31,
2017
Non-accrual loans$79,196
 $54,294
 $59,289
 $44,289
 $37,312
$75,015
 $66,924
 $65,176
 $79,196
 $54,294
90 days or more past due loans, still
accruing interest
(1)
2,059
 2,633
 5,009
 4,318
 5,406
4,633
 3,555
 2,839
 2,059
 2,633
Total non-performing loans81,255
 56,927
 64,298
 48,607
 42,718
79,648
 70,479
 68,015
 81,255
 56,927
Accruing TDRs2,029
 2,112
 2,291
 2,368
 2,491
1,778
 1,796
 1,813
 2,029
 2,112
OREO26,493
 29,140
 26,083
 28,049
 29,990
17,472
 20,851
 19,873
 26,493
 29,140
Total non-performing assets$109,777
 $88,179
 $92,672
 $79,024
 $75,199
$98,898
 $93,126
 $89,701
 $109,777
 $88,179
30-89 days past due loans (1)
$19,081
 $23,641
 $21,043
 $26,140
 $23,380
$42,573
 $39,725
 $28,868
 $19,081
 $23,641
Non-accrual loans to total loans0.77% 0.54% 0.72% 0.54% 0.47%0.70% 0.64% 0.63% 0.77% 0.54%
Non-performing loans to total loans0.79% 0.57% 0.78% 0.59% 0.54%0.75% 0.68% 0.65% 0.79% 0.57%
Non-performing assets to total loans plus
OREO
1.07% 0.87% 1.12% 0.96% 0.94%0.92% 0.89% 0.86% 1.07% 0.87%
(1) 
PCI loans with an accretable yield are considered current and are not included in past due loan totals.
Total non-performing assets represented 1.07%0.92% of total loans and OREO at June 30, 2017, downMarch 31, 2018, up from 1.12%0.89% and 0.87% at December 31, 20162017 and up from 0.94% at June 30, 2016. Included in non-performing assets asMarch 31, 2017, respectively, reflective of June 30, 2017 was $6.9 million of OREO acquired in the Standard transaction.
Non-accrual loans increased by $19.9 million from December 31, 2016, due primarily to the transfer of two corporate loan relationships to non-accrual status, which was driven by operating pressures unique to these borrowers. The Company has established specific reserves and implemented remediation plans associated with these borrowers.normal fluctuations that can occur on a quarterly basis.

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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 restructured loans remain classified as TDRs for the remaining term of these loans.
Table 1312
TDRs by Type
(Dollar amounts in thousands)
As ofAs of
June 30, 2017 December 31, 2016 June 30, 2016March 31, 2018 December 31, 2017 March 31, 2017
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 industrial4
 $1,164
 3
 $431
 4
 $575
10
 $17,090
 11
 $19,223
 4
 $1,200
Commercial real estate:                      
Office, retail, and industrial2
 860
 3
 4,888
 1
 159
4
 2,336
 4
 4,236
 2
 864
Multi-family3
 737
 3
 754
 3
 768
3
 714
 3
 723
 3
 745
Other commercial real estate1
 197
 3
 316
 3
 329
1
 189
 1
 192
 2
 263
Total commercial real estate6
 1,794
 9
 5,958
 7
 1,256
8
 3,239
 8
 5,151
 7
 1,872
Total corporate loans10
 2,958
 12
 6,389
 11
 1,831
18
 20,329
 19
 24,374
 11
 3,072
Home equity16
 939
 16
 997
 16
 1,112
14
 809
 15
 824
 16
 967
1-4 family mortgages11
 1,168
 11
 1,202
 11
 1,238
11
 1,106
 11
 1,131
 11
 1,185
Total consumer loans27
 2,107
 27
 2,199
 27
 2,350
25
 1,915
 26
 1,955
 27
 2,152
Total TDRs37
 $5,065
 39
 $8,588
 38
 $4,181
43
 $22,244
 45
 $26,329
 38
 $5,224
Accruing TDRs16
 $2,029
 18
 $2,291
 20
 $2,491
13
 $1,778
 14
 $1,796
 17
 $2,112
Non-accrual TDRs21
 3,036
 21
 6,297
 18
 1,690
30
 20,466
 31
 24,533
 21
 3,112
Total TDRs37
 $5,065
 39

$8,588
 38
 $4,181
43
 $22,244
 45

$26,329
 38
 $5,224
Year-to-date charge-offs on TDRs  $113
   $1,492
   $239
  $1,309
   $6,345
   $112
Specific reserves related to TDRs  
   
   
  2,374
   1,977
   32
As of June 30, 2017,March 31, 2018, TDRs totaled $5.1$22.2 million, decreasing by $3.5$4.1 million or 41.0%, from December 31, 2016. This decrease resulted2017. The increase from $5.2 million at March 31, 2017 was driven primarily fromby the final resolutionextension of atwo non-accrual commercial loan relationshipcredits during the first six monthsthird quarter of 2017.

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Corporate Performing Potential Problem Loans
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 1413
Corporate Performing Potential Problem Loans
(Dollar amounts in thousands)
 As of June 30, 2017 As of December 31, 2016
 
Special
Mention (1)
 
Substandard (2)
 
Total (3)
 
Special
Mention (1)
 
Substandard (2)
 
Total (3)
Commercial and industrial$67,252
 $92,822
 $160,074
 $92,340
 $66,266
 $158,606
Agricultural14,464
 8,604
 23,068
 17,039
 5,894
 22,933
Commercial real estate:           
Office, retail, and industrial27,894
 44,550
 72,444
 33,852
 39,513
 73,365
Multi-family4,655
 1,877
 6,532
 3,972
 2,029
 6,001
Construction8,739
 11,910
 20,649
 111
 12,197
 12,308
Other commercial real estate21,137
 20,682
 41,819
 11,808
 13,544
 25,352
Total commercial real estate62,425
 79,019
 141,444
 49,743
 67,283
 117,026
Total corporate performing
  potential problem loans (4)
$144,141
 $180,445
 $324,586
 $159,122
 $139,443
 $298,565
Corporate performing potential
  problem loans to corporate
  loans
1.71% 2.14% 3.85% 2.33% 2.04% 4.36%
Corporate PCI performing
  potential problem loans
  included in the totals above
$12,298
 $39,949
 $52,247
 $1,868
 $13,598
 $15,466

 As of March 31, 2018 As of December 31, 2017
 
Special
Mention(1)
 
Substandard(2)
 
Total(3)
 
Special
Mention(1)
 
Substandard(2)
 
Total(3)
Commercial and industrial$95,259
 $14,444
 $109,703
 $70,863
 $30,074
 $100,937
Agricultural7,756
 6,248
 14,004
 10,989
 5,732
 16,721
Commercial real estate78,975
 61,270
 140,245
 72,749
 69,228
 141,977
Total corporate performing
  potential problem loans(4)
$181,990
 $81,962
 $263,952
 $154,601
 $105,034
 $259,635
Corporate performing potential
  problem loans to corporate
  loans
2.10% 0.95% 3.04% 1.82% 1.23% 3.05%
Corporate PCI performing
  potential problem loans
  included in the totals above
$17,422
 $22,775
 $40,197
 $17,685
 $26,635
 $44,320
(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 $669,000$651,000 as of June 30, 2017March 31, 2018 and $834,000$657,000 as of December 31, 2016.2017.
(4) 
Includes corporate PCI performing potential problem loans.

Corporate performing potential problem loans were 3.9% ofto corporate loans of 3.04% at June 30, 2017, lower than 4.4% atMarch 31, 2018 were consistent with December 31, 2016. The Standard acquisition added corporate performing potential problem loans that were designated2017.
OREO
OREO consists of properties acquired as PCI.the result of borrower defaults on loans.
Table 14
OREO by Type
(Dollar amounts in thousands)
  As of
  March 31, 2018 December 31, 2017 March 31, 2017
Single-family homes $1,173
 $837
 $1,768
Land parcels:      
Raw land 850
 850
 1,025
Commercial lots 4,657
 8,698
 10,638
Single-family lots 2,135
 2,150
 2,232
Total land parcels 7,642
 11,698
 13,895
Multi-family units 225
 48
 272
Commercial properties 8,432
 8,268
 13,205
Total OREO $17,472
 $20,851
 $29,140

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OREO
OREO consists of properties acquired as the result of borrower defaults on loans. OREO was $26.5 million at June 30, 2017, consistent with December 31, 2016 and down from $30.0 million at June 30, 2016. As of June 30, 2017, total OREO includes $6.9 million that was acquired in the Standard transaction.
Table 15
OREO by Type
(Dollar amounts in thousands)
  As of
  June 30, 2017 December 31, 2016 June 30, 2016
Single-family homes $1,243
 $2,595
 $4,200
Land parcels:      
Raw land 868
 1,464
 1,464
Commercial lots 9,852
 8,176
 9,059
Single-family lots 2,150
 947
 1,110
Total land parcels 12,870
 10,587
 11,633
Multi-family units 48
 48
 164
Commercial properties 12,332
 12,853
 13,993
Total OREO $26,493
 $26,083
 $29,990
OREO Activity
A rollforward of OREO balances for the quarters ended March 31, 2018 and six months ended June 30, 2017 and 2016 is presented in the following table.
Table 1615
OREO Rollforward
(Dollar amounts in thousands)
 Quarters Ended June 30, Six Months Ended June 30, Quarters Ended March 31,
 2017 2016 2017 2016 2018 2017
Beginning balance $29,140
 $29,649
 $26,083
 $27,782
 $20,851
 $26,083
Transfers from loans 1,299
 2,733
 1,982
 3,675
 937
 683
Acquisitions (3) 
 8,424
 2,863
 
 8,427
Proceeds from sales (3,112) (2,212) (8,476) (3,852) (3,876) (5,364)
Gains (losses) on sales of OREO 215
 28
 59
 (133)
Losses on sales of OREO (20) (156)
OREO valuation adjustments (1,046) (208) (1,579) (345) (420) (533)
Ending balance $26,493
 $29,990
 $26,493
 $29,990
 $17,472
 $29,140
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.date for such loans. 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.

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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 June 30, 2017.March 31, 2018.
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.

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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 June 30, 2017March 31, 2018 and December 31, 2016.2017.
Table 1716
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
Six months ended June 30, 2017      
Quarter Ended March 31, 2018      
Beginning balance $84,217
 $2,866
 $87,083
 $94,123
 $2,606
 $96,729
Net charge-offs (6,390) (479) (6,869) (15,806) (250) (16,056)
Provision for loan losses and other expense 12,595
 562
 13,157
 15,215
 (34) 15,181
Ending balance $90,422
 $2,949
 $93,371
 $93,532
 $2,322
 $95,854
As of June 30, 2017      
As of March 31, 2018      
Total loans $8,229,968
 $2,002,191
 $10,232,159
 $9,219,842
 $1,456,932
 $10,676,774
Remaining acquisition adjustment (2)
 N/A
 90,268
 90,268
 N/A
 70,651
 70,651
Allowance for credit losses to total loans (3)
 1.10% 0.15% 0.91% 1.01% 0.16% 0.90%
Remaining acquisition adjustment to acquired loans N/A
 4.51% N/A
 N/A
 4.85% N/A
As of December 31, 2016      
As of December 31, 2017      
Total loans $7,620,100
 $634,045
 $8,254,145
 $8,822,560
 $1,615,252
 $10,437,812
Remaining acquisition adjustment (2)
 N/A
 22,574
 22,574
 N/A
 74,677
 74,677
Allowance for credit losses to total loans (3)
 1.11% 0.45% 1.06% 1.07% 0.16% 0.93%
Remaining acquisition adjustment to acquired loans N/A
 3.56% N/A
 N/A
 4.62% 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 $52.8$41.2 million and $37.5$29.5 million relating to PCI and non-purchased credit impaired ("Non-PCI") loans, respectively, as of June 30, 2017,March 31, 2018, and $10.8$43.5 million and $11.8$31.2 million relating to PCI and Non-PCI loans, respectively, as of December 31, 2016.2017.
(3) 
The allowance for credit losses to total loans, excluding acquired loans is a non-GAAP financial measure. For a discussion of non-GAAP financial measures, see the section of this Item 2 titled "Non-GAAP Financial Information and Reconciliations."
Excluding acquired loans, the allowance for credit losses to total loans was 1.10%1.01% as of June 30, 2017.March 31, 2018. The acquisition adjustment increased by $67.7decreased $4.0 million during the first six monthsquarter of 2017,2018, driven primarily by the Standard transaction. This was partially offset by acquired loan accretion, resulting in a remaining acquisition adjustment as a percent of acquired loans of 4.51%4.85%. Acquired loans that are renewed are no longer classified as acquired loans. These loans totaled $233.6$404.2 million and $117.6$366.0 million as of June 30, 2017March 31, 2018 and December 31, 2016,2017, respectively, 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 $2.9$2.3 million on acquired loans.

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Table 1817
Allowance for Credit Losses and
and Summary of Credit Loss Experience
(Dollar amounts in thousands)
 Quarters Ended
 June 30,
2017
 March 31,
2017
 December 31,
2016
 September 30,
2016
 June 30,
2016
Change in allowance for credit losses         
Beginning balance$89,163
 $87,083
 $86,308
 $81,505
 $78,375
Loan charge-offs:         
Commercial, industrial, and agricultural2,957
 4,074
 4,298
 1,760
 2,026
Office, retail, and industrial
 127
 349
 2,193
 1,641
Multi-family
 
 19
 
 84
Construction39
 5
 
 
 8
Other commercial real estate307
 408
 99
 509
 879
Consumer1,556
 1,664
 1,256
 1,488
 1,495
Total loan charge-offs4,859
 6,278
 6,021
 5,950
 6,133
Recoveries of loan charge-offs:         
Commercial, industrial, and agricultural400
 1,666
 758
 615
 576
Office, retail, and industrial8
 975
 184
 42
 8
Multi-family6
 28
 2
 69
 1
Construction12
 227
 12
 9
 20
Other commercial real estate79
 101
 210
 94
 69
Consumer323
 443
 323
 326
 329
Total recoveries of loan charge-offs828
 3,440
 1,489
 1,155
 1,003
Net loan charge-offs4,031
 2,838
 4,532
 4,795
 5,130
Provision for loan losses8,239
 4,918
 5,307
 9,998
 8,085
(Decrease) increase in reserve for unfunded
  commitments (1)

 
 
 (400) 175
Total provision for loan losses and other
  expense
8,239
 4,918
 5,307
 9,598
 8,260
Ending balance$93,371
 $89,163
 $87,083
 $86,308
 $81,505

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



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Quarters EndedQuarters Ended
June 30,
2017
 March 31,
2017
 December 31,
2016
 September 30,
2016
 June 30,
2016
March 31,
2018
 December 31,
2017
 September 30,
2017
 June 30,
2017
 March 31,
2017
Change in allowance for credit losses         
Beginning balance$96,729
 $95,814
 $93,371
 $89,163
 $87,083
Loan charge-offs:         
Commercial, industrial, and agricultural14,670
 6,919
 8,935
 2,957
 4,074
Office, retail, and industrial461
 49
 14
 
 127
Multi-family
 
 
 
 
Construction
 
 (6) 39
 5
Other commercial real estate69
 34
 6
 307
 408
Consumer1,885
 2,118
 1,617
 1,556
 1,664
Total loan charge-offs17,085
 9,120
 10,566
 4,859
 6,278
Recoveries of loan charge-offs:         
Commercial, industrial, and agricultural538
 1,386
 698
 400
 1,666
Office, retail, and industrial97
 127
 1,825
 8
 975
Multi-family
 3
 2
 6
 28
Construction13
 12
 19
 12
 227
Other commercial real estate39
 39
 25
 79
 101
Consumer342
 444
 331
 323
 443
Total recoveries of loan charge-offs1,029
 2,011
 2,900
 828
 3,440
Net loan charge-offs16,056
 7,109
 7,666
 4,031
 2,838
Provision for loan losses15,181
 8,024
 10,109
 8,239
 4,918
Ending balance$95,854
 $96,729
 $95,814
 $93,371
 $89,163
Allowance for credit losses                  
Allowance for loan losses$92,371
 $88,163
 $86,083
 $85,308
 $80,105
$94,854
 $95,728
 $94,814
 $92,371
 $88,163
Reserve for unfunded commitments1,000
 1,000
 1,000
 1,000
 1,400
1,000
 1,000
 1,000
 1,000
 1,000
Total allowance for credit losses$93,371
 $89,163
 $87,083
 $86,308
 $81,505
$95,854
 $96,728
 $95,814
 $93,371
 $89,163
Allowance for credit losses to loans (1)
0.91% 0.89% 1.06% 1.06% 1.02%0.90% 0.93% 0.92% 0.91% 0.89%
Allowance for credit losses to loans, excluding
acquired loans (2)
1.10% 1.11% 1.11% 1.13% 1.11%1.01% 1.07% 1.09% 1.10% 1.11%
Allowance for credit losses to
non-accrual loans
117.90% 164.22% 146.88% 194.87% 218.44%127.78% 144.54% 147.01% 117.90% 164.22%
Allowance for credit losses to
non-performing loans
114.91% 156.63% 135.44% 177.56% 190.80%120.35% 137.25% 140.87% 114.91% 156.63%
Average loans$10,059,968
 $9,916,281
 $8,171,953
 $8,062,035
 $7,878,544
$10,496,089
 $10,380,689
 $10,273,630
 $10,059,968
 $9,916,281
Net loan charge-offs to average loans,
annualized
0.16% 0.12% 0.22% 0.24% 0.26%0.62% 0.27% 0.30% 0.16% 0.12%
(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) 
The allowance for credit losses to total loans, excluding acquired loans is a non-GAAP financial measure. For a discussion of non-GAAP financial measures, see the section of this Item 2 titled "Non-GAAP Financial Information and Reconciliations."
Activity in the Allowance for Credit Losses
The allowance for credit losses was $93.4$95.9 million as of June 30, 2017, an increase of $6.3 million from DecemberMarch 31, 2016,2018 and represents 0.91%0.90% of total loans, compared to 1.06%0.93% at December 31, 2016.2017.
The provision for loan losses was $8.2$15.2 million for the quarter ended June 30, 2017, increasingMarch 31, 2018, up from $5.3 million and consistent with $8.1$8.0 million for the quartersquarter ended December 31, 2016 and June 30, 2016, respectively.2017. The increase compared to the quarter ended December 31, 20162017 resulted primarily from loan growth.
Totalhigher levels of net loan charge-offs to average loans for the second quarter of 2017 was 16 basis points, or $4.0 million, decreasing from 22 and 26 basis points for both the fourth and second quarters of 2016, respectively.charge-offs.

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Net loan charge-offs to average loans, annualized were 0.62%, or $16.1 million, for the first quarter of 2018, up from 0.27% and 0.12% for the fourth and first quarters of 2017, respectively. The increase in net loan charge-offs compared to both prior periods resulted largely from losses on two corporate relationships based upon circumstances unique to these borrowers. Included within net charge-offs for the first quarter of 2017 were $3.4 million in recoveries which related to three corporate relationships that were charged-off in prior periods.
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 1918
Funding Sources - Average Balances
(Dollar amounts in thousands)
Quarters Ended June 30, 2017 % Change FromQuarters Ended March 31, 2018 % Change From
June 30,
2017
 December 31,
2016
 June 30,
2016
  December 31,
2016
 June 30,
2016
March 31,
2018
 December 31,
2017
 March 31,
2017
  December 31,
2017
 March 31,
2017
Demand deposits$3,538,049
 $2,803,016
 $2,771,813
  26.2
 27.6
$3,466,832
 $3,611,811
 $3,355,674
  (4.0) 3.3
Savings deposits2,072,343
 1,633,010
 1,655,566
  26.9
 25.2
2,015,679
 2,017,489
 2,029,631
  (0.1) (0.7)
NOW accounts2,010,152
 1,715,228
 1,615,677
  17.2
 24.4
1,992,672
 1,992,150
 1,916,816
  
 4.0
Money market accounts1,942,672
 1,623,392
 1,670,536
  19.7
 16.3
1,814,057
 1,938,195
 1,890,703
  (6.4) (4.1)
Core deposits9,563,216
 7,774,646
 7,713,592
  23.0
 24.0
9,289,240
 9,559,645
 9,192,824
  (2.8) 1.0
Time deposits1,516,531
 1,196,243
 1,254,218
  26.8
 20.9
1,726,082
 1,613,681
 1,473,882
  7.0
 17.1
Brokered deposits22,314
 16,805
 23,476
  32.8
 (4.9)9,073
 6,077
 41,715
  49.3
 (78.3)
Total time deposits1,538,845
 1,213,048
 1,277,694
  26.9
 20.4
1,735,155
 1,619,758
 1,515,597
  7.1
 14.5
Total deposits11,102,061
 8,987,694
 8,991,286
  23.5
 23.5
11,024,395
 11,179,403
 10,708,421
  (1.4) 3.0
Securities sold under agreements to
repurchase
122,961
 122,866
 118,232
  0.1
 4.0
119,852
 119,797
 126,202
  
 (5.0)
Federal funds purchased11,389
 
 
  N/M
 N/M
FHLB advances430,085
 495,109
 342,445
  (13.1) 25.6
727,056
 434,837
 607,889
  67.2
 19.6
Other borrowings
 
 686
  N/M
 N/M
Total borrowed funds553,046
 617,975
 461,363
  (10.5) 19.9
858,297
 554,634
 734,091
  54.8
 16.9
Senior and subordinated debt194,819
 259,531
 162,836
  (24.9) 19.6
195,243
 195,102
 194,677
  0.1
 0.3
Total funding sources$11,849,926
 $9,865,200
 $9,615,485
  20.1
 23.2
$12,077,935
 $11,929,139
 $11,637,189
  1.2
 3.8
Average interest rate paid on
borrowed funds
1.52% 1.10% 1.31%     1.64% 1.62% 1.21%     
Weighted-average maturity of FHLB
advances
1.1 months
 0.9 months
 1.5 months
     0.9 months
 1.0 months
 1.3 months
     
Weighted-average interest rate of
FHLB advances
1.08% 0.60% 0.51%     1.74% 1.26% 0.74%     
N/M - Not meaningful.
Total average funding sources for the secondfirst quarter of 20172018 increased by $2.0 billion,$148.8 million, or 20.1%1.2%, compared to the fourth quarter of 20162017 and $2.2 billion,$440.7 million, or 23.2%3.8%, compared to the secondfirst quarter of 2016.2017. The rise in average core depositsincrease compared to both prior periods resulted primarily from $1.7 billionan increase in core deposits assumed in the Standard transaction, which contributed $1.6 billion to average core deposits in the second quarter of 2017, as well as organic growth. The addition of FHLB advances also contributedas related interest rate swaps became effective and a rise in time deposits due to the risecontinued success of promotions which started in average funding sources compared to the second quarter of 2016.2017.

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Table 2019
Borrowed Funds
(Dollar amounts in thousands)
As of June 30, 2017 As of June 30, 2016As of March 31, 2018 As of March 31, 2017
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$124,333
 0.08  $124,744
 0.06$120,688
 0.07  $132,923
 0.06
FHLB advances515,000
 1.08  325,000
 0.51830,000
 1.74  415,000
 0.74
Total borrowed funds$639,333
 0.89  $449,744
 0.39$950,688
 1.53  $547,923
 0.58
Average for the year-to-date period:                
Securities sold under agreements to repurchase$124,572
 0.06  $130,586
 0.10$119,852
 0.06  $126,202
 0.05
Federal funds purchased11,389
 1.60  
 
FHLB advances518,496
 1.66  251,066
 2.19727,056
 1.90  607,889
 1.45
Other borrowings
   646
 3.74
Total borrowed funds$643,068
 1.35  $382,298
 1.48$858,297
 1.64  $734,091
 1.21
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$140,764
    $174,266
  $128,553
    $140,764
  
Federal funds purchased65,000
  
 
FHLB advances940,000
    425,000
  930,000
    940,000
  
Other borrowings
  2,400
 
Average borrowed funds totaled $643.1$858.3 million for the first six monthsquarter of 2017,2018, increasing by $260.8$124.2 million compared to the same period in 2016.2017. This increase was due primarily to higher levels of FHLB advances during the first six monthsquarter of 2017. The weighted-average rate on FHLB advances for both periods presented was impacted by the hedging of $415.0$510.0 million and $325.0$415.0 million in FHLB advances as of June 30,March 31, 2018 and 2017, and 2016, respectively, using interest rate swaps through which the Company receives variable amounts and pays fixed amounts. The weighted-average interest rate paid on these interest rate swaps was 2.17%2.19% and 2.19%2.17% as of June 30,March 31, 2018 and 2017, and 2016, respectively. For a detailed discussion of interest rate swaps, see Note 139 of "Notes to the Condensed Consolidated Financial Statements" in Part I, Item 1 of this Form 10-Q.
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 20162017 10-K. In addition, financial institutions, such as the Company and the Bank, with average total consolidated assets greater than $10 billion are required by the Dodd-Frank Act to conduct an annual company-run stress test of capital. The Company submitted its first required stress test report for the July 31, 2017 reporting date and the Bank will become subject to these stress test requirements starting with the July 31, 2018 reporting date.
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 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 June 30, 2017March 31, 2018 and December 31, 2016.2017.

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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. For a discussion of non-GAAP financial measures, see the section of this Item 2 titled "Non-GAAP Financial Information and Reconciliations."
Table 2120
Capital Measurements
(Dollar amounts in thousands)
    As of June 30, 2017    As of March 31, 2018
As of 
Regulatory
Minimum
For
Well-
Capitalized
  As of 
Regulatory
Minimum
For
Well-
Capitalized
  
June 30, 
 2017
 December 31, 2016 Excess Over
Required Minimums
March 31, 
 2018
 December 31, 2017 Excess Over
Required Minimums
Bank regulatory capital ratios                  
Total capital to risk-weighted assets10.83% 10.73% 10.00% 8% $98,616
10.82% 10.95% 10.00% 8% $99,042
Tier 1 capital to risk-weighted assets10.04% 9.83% 8.00% 26% $242,451
10.03% 10.13% 8.00% 25% $245,130
Common equity Tier 1 to risk-weighted assets10.04% 9.83% 6.50% 55% $420,356
CET1 to risk-weighted assets10.03% 10.13% 6.50% 54% $426,586
Tier 1 capital to average assets9.12% 8.76% 5.00% 82% $538,054
9.03% 9.10% 5.00% 81% $540,972
Company regulatory capital ratios                  
Total capital to risk-weighted assets11.69% 12.23% N/A
 N/A
 N/A
12.07% 12.15% N/A
 N/A
 N/A
Tier 1 capital to risk-weighted assets9.71% 9.90% N/A
 N/A
 N/A
10.07% 10.10% N/A
 N/A
 N/A
Common equity Tier 1 to risk-weighted assets9.30% 9.39% N/A
 N/A
 N/A
CET1 to risk-weighted assets9.65% 9.68% N/A
 N/A
 N/A
Tier 1 capital to average assets8.93% 8.99% N/A
 N/A
 N/A
9.07% 8.99% N/A
 N/A
 N/A
Company tangible common equity ratios (1)(2)
                  
Tangible common equity to tangible assets8.20% 8.05% N/A
 N/A
 N/A
8.18% 8.33% N/A
 N/A
 N/A
Tangible common equity, excluding
accumulated other comprehensive loss, to
tangible assets
8.48% 8.42% N/A
 N/A
 N/A
8.60% 8.58% N/A
 N/A
 N/A
Tangible common equity to risk-weighted
assets
8.90% 8.88% N/A
 N/A
 N/A
9.18% 9.31% N/A
 N/A
 N/A
N/A - Not applicable.
(1) 
Ratios are not subject to formal Federal Reserve regulatory guidance.
(2) 
Tangible common equity ratios are non-GAAP financial measures. For a discussion of non-GAAP financial measures, see the section of this Item 2 titled "Non-GAAP Financial Information and Reconciliations."
Overall, the Company's regulatory capital ratios decreased compared to December 31, 20162017, due primarily to the Standardimpact of loan growth on risk-weighted assets and Premier acquisitions, which was partlythe nearly 10 basis point impact of the phase-in of certain provisions related to regulatory capital ratio calculations, substantially offset by an increase in retained earnings over the first six months of 2017.earnings.
The Board of Directors reviews the Company's capital plan each quarter, considering the current and expected operating environment as well as an evaluation ofevaluating various capital alternatives.
Dividends
The Board of Directors approved a quarterly cash dividend of $0.10$0.11 per common share during the secondfirst quarter of 2018, which is a 10% increase from the fourth quarter of 2017 an increase from $0.09 duringand will represent the first quarter of 2017.141st consecutive cash dividend paid by the Company since its inception in 1983.

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NON-GAAP FINANCIAL INFORMATION AND RECONCILIATIONS
The Company's accounting and reporting policies conform to GAAP and general 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 earnings per share ("EPS"), excluding certain significant transactions,adjusted, the efficiency ratio, return on average assets, excluding certain significant transactions,adjusted, tax-equivalent net interest income (including its individual components), tax-equivalent net interest margin, tax-equivalent net interest margin, excluding the impact of acquired loan accretion, 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 common equity, adjusted, return on average tangible common equity, return on average tangible common equity, excluding certain significant transactions,adjusted, and allowance for credit losses to loans, excluding acquired loans.
The Company presents EPS, the efficiency ratio, return on average assets, return on average common equity, and return on average tangible common equity, all excludingadjusted for certain significant transactions. Certain significantThese transactions include acquisition and integration related expenses for all periods presented.(first quarter of 2017). Management believes excluding these transactions from EPS, the efficiency ratio, return on average assets, return on average common equity, and return on average tangible common equity 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. Management believes that excluding acquisition and integration related expenses from these metrics is useful to the Company, as well as analysts and investors, since these expenses can vary significantly based on the size, type, and structure of each acquisition. Additionally, management believes excluding these transactions from these metrics enhances comparability for peer comparison purposes.
The Company presents noninterest income, excluding the accounting reclassification and Durbin and noninterest expense, excluding the accounting reclassification and acquisition and integration related expenses. Management believes that excluding these items from noninterest income and noninterest expense is useful in assessing the Company’s underlying operational performance as these items either do not pertain to its core business operations or their exclusion facilitates better comparability between periods and for peer comparison purposes.
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 addition, management believes that the tax-equivalent net interest margin, excluding the impact of acquired loan accretion, enhances comparability for peer comparison purposes and is useful to the Company, as well as analysts and investors, since acquired loan accretion income may fluctuate based on the size of each acquisition, as well as from period to period.
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.
The Company presents the allowance for credit losses to total loans, excluding acquired loans. Management believes excluding acquired loans is useful as it facilitates better comparability between periods as these 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. Additionally, management believes excluding these transactions from these metrics enhances comparability for peer comparison purposes. See Table 1716 in the section of this Item 2 titled "Loan Portfolio and Credit Quality" for details on the calculation of this measure.
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.

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Non-GAAP Reconciliations
(Amounts in thousands, except per share data)
  Quarters Ended 
 June 30,
 Six Months Ended 
 June 30,
  2017 2016 2017 2016
Earnings Per Share        
Net income $34,950
 $25,267
 $57,805
 $43,229
Net income applicable to non-vested restricted shares (336) (290) (570) (502)
Net income applicable to common shares 34,614
 24,977
 57,235
 42,727
Acquisition and integration related expenses 1,174
 618
 19,739
 5,638
Tax effect of acquisition and integration related expenses (470) (247) (7,896) (2,255)
Net income applicable to common shares, excluding
certain significant transactions
(1)
 $35,318
 $25,348
 $69,078
 $46,110
Weighted-average common shares outstanding:      
Weighted-average common shares outstanding (basic) 101,743
 80,383
 101,081
 79,182
Dilutive effect of common stock equivalents 20
 13
 20
 12
Weighted-average diluted common shares
outstanding
 101,763
 80,396
 101,101
 79,194
Basic EPS $0.34
 $0.31
 $0.57

$0.54
Diluted EPS $0.34
 $0.31
 $0.57

$0.54
Diluted EPS, excluding certain significant transactions (1)
 $0.35
 $0.32
 $0.68

$0.58
Tax-Equivalent Net Interest Income        
Net interest income $117,583
 $89,981
 $232,780
 $170,695
Tax-equivalent adjustment 2,042
 2,193
 4,096
 4,500
Tax-equivalent net interest income (2)
 119,625
 92,174
 236,876
 175,195
Less: acquired loan accretion (8,757) (4,927) (20,102) (7,350)
Tax-equivalent net interest income, excluding the
  impact of acquired loan accretion
 $110,868
 $87,247
 $216,774
 $167,845
Average interest-earning assets 12,366,739
 9,949,093
 12,289,700
 9,536,003
Net interest margin (GAAP) 3.81% 3.64% 3.82% 3.60%
Tax-equivalent net interest margin 3.88% 3.72% 3.88% 3.69%
Tax-equivalent net interest margin, excluding the impact of
  acquired loan accretion
 3.60% 3.52% 3.55% 3.54%
Efficiency Ratio Calculation        
Noninterest expense $99,751
 $81,354
 $216,393
 $163,943
Less:        
Net OREO expense (1,631) (1,122) (3,331) (1,786)
Acquisition and integration related expenses (1,174) (618) (19,739) (5,638)
Total $96,946
 $79,614
 $193,323
 $156,519
Tax-equivalent net interest income (2)
 $119,625
 $92,174
 $236,876
 $175,195
Fee-based revenues 41,228
 35,934
 79,075
 69,528
Add:        
Other income, excluding BOLI income 2,022
 984
 2,866
 1,563
BOLI income 1,411
 881
 2,671
 1,747
Tax-equivalent adjustment of BOLI income 941
 587
 1,781
 1,165
Total $165,227
 $130,560
 $323,269
 $249,198
Efficiency ratio 58.67% 60.98% 59.80% 62.81%
  Quarters Ended 
 March 31,
  2018 2017
Earnings Per Share    
Net income $33,510
 $22,855
Net income applicable to non-vested restricted shares (311) (234)
Net income applicable to common shares 33,199
 22,621
Adjustments to net income:    
Acquisition and integration related expenses 
 18,565
Tax effect of acquisition and integration related expenses 
 (7,426)
Total adjustments to net income, net of tax 
 11,139
Net income applicable to common shares, adjusted(1)
 $33,199
 $33,760
Weighted-average common shares outstanding:  
Weighted-average common shares outstanding (basic) 101,922
 100,411
Dilutive effect of common stock equivalents 16
 21
Weighted-average diluted common shares outstanding 101,938
 100,432
Basic EPS $0.33
 $0.23
Diluted EPS $0.33
 $0.23
Diluted EPS, adjusted(1)
 $0.33
 $0.34
Return on Average Assets  
Net income $33,510
 $22,855
Total adjustments to net income, net of tax 
 11,139
Net income, adjusted(1)
 $33,510
 $33,994
Average assets $14,187,053
 $13,673,125
Return on average assets(3)
 0.96% 0.68%
Return on average assets, adjusted(1)(3)
 0.96% 1.01%
Return on Average Common and Tangible Common Equity  
Net income applicable to common shares $33,199
 $22,621
Intangibles amortization 1,802
 1,965
Tax effect of intangibles amortization (721) (786)
Net income applicable to common shares, excluding intangibles amortization 34,280
 23,800
Total adjustments to net income, net of tax 
 11,139
Net income applicable to common shares, excluding intangibles amortization,
adjusted
(1)
 $34,280
 $34,939
Average stockholders' common equity $1,873,419
 $1,763,538
Less: average intangible assets (753,870) (750,589)
Average tangible common equity $1,119,549
 $(1,012,949)
Return on average common equity(3)
 7.19% 5.20%
Return on average common equity, adjusted(3)
 7.19% 7.76%
Return on average tangible common equity(3)
 12.50% 9.53%
Return on average tangible common equity, adjusted(1)(3)
 12.50% 13.99%
     
Note: Non-GAAP Reconciliations footnotes are located at the end of this section.

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  Quarters Ended 
 June 30,
 Six Months Ended 
 June 30,
  2017 2016 2017 2016
Return on Average Common and Tangible Common Equity      
Net income applicable to common shares $34,614
 $24,977
 $57,235
 $42,727
Intangibles amortization 2,163
 1,245
 4,128
 2,230
Tax effect of intangibles amortization (865) (498) (1,651) (892)
Net income applicable to common shares, excluding
intangibles amortization
 35,912
 25,724
 59,712
 44,065
Acquisition and integration related expenses 1,174
 618
 19,739
 5,638
Tax effect of acquisition and integration related expenses (470) (247) (7,896) (2,255)
Net income applicable to common shares, excluding
intangibles amortization and certain significant
transactions
(1)
 $36,616
 $26,095
 $71,555
 $47,448
Average stockholders' common equity $1,830,536
 $1,235,497
 1,797,222
 $1,207,043
Less: average intangible assets (753,521) (369,177) (752,063) (357,863)
Average tangible common equity $1,077,015
 $866,320
 $1,045,159
 $849,180
Return on average common equity (3)
 7.58% 8.13% 6.42% 7.12%
Return on average tangible common equity (3)
 13.37% 11.94% 11.52% 10.44%
Return on average tangible common equity, excluding
certain significant transactions
(1) (3)
 13.64% 12.11% 13.81% 11.24%
Return on Average Assets      
Net income $34,950
 $25,267
 $57,805
 $43,229
Acquisition and integration related expenses 1,174
 618
 19,739
 5,638
Tax effect of acquisition and integration related expenses (470) (247) (7,896) (2,255)
Net income, excluding certain significant transactions (1)
 $35,654
 $25,638
 $69,648
 $46,612
Average assets $13,960,843
 $10,968,516
 $13,817,779
 $10,512,680
Return on average assets (3)
 1.00% 0.93% 0.84% 0.83%
Return on average assets, excluding certain significant
transactions
(1) (3)
 1.02% 0.94% 1.02% 0.89%
  Quarters Ended 
 March 31,
  2018 2017
Efficiency Ratio Calculation  
Noninterest expense $95,582
 $116,642
Less:    
Net OREO expense (1,068) (1,700)
Acquisition and integration related expenses 
 (18,565)
Total $94,514
 $96,377
Tax-equivalent net interest income(2)
 $119,538
 $117,251
Noninterest income 35,517
 39,951
Less: net securities gains (losses) 
 
Total $155,055
 $157,202
Efficiency ratio 60.96% 61.31%
Efficiency ratio (prior presentation)(4)
 N/A
 60.98%
     
 As of As of
 June 30, 2017 December 31, 2016 March 31, 2018 December 31, 2017
Tangible Common Equity        
Stockholders' equity $1,836,843
 $1,257,080
 $1,869,287
 $1,864,874
Less: goodwill and other intangible assets (752,413) (366,876) (754,814) (754,757)
Tangible common equity 1,084,430
 890,204
 1,114,473
 1,110,117
Less: accumulated other comprehensive income ("AOCI") 36,567
 40,910
 57,531
 33,036
Tangible common equity, excluding AOCI $1,120,997
 $931,114
 $1,172,004
 $1,143,153
Total assets $13,969,140
 $11,422,555
 $14,379,971
 $14,077,052
Less: goodwill and other intangible assets (752,413) (366,876) (754,814) (754,757)
Tangible assets $13,216,727
 $11,055,679
 $13,625,157
 $13,322,295
Risk-weighted assets $12,180,416
 $10,019,434
 $12,135,662
 $11,920,372
Tangible common equity to tangible assets 8.20% 8.05% 8.18% 8.33%
Tangible common equity, excluding AOCI, to tangible assets 8.48% 8.42% 8.60% 8.58%
Tangible common equity to risk-weighted assets 8.90% 8.88% 9.18% 9.31%
(1) 
Certain significant transactionsAdjustments to net income include acquisition and integration related expenses associated with completed and pending acquisitions.
(2) 
Presented on a tax-equivalent basis, which reflectsassuming the applicable federal income tax rate for each period presented. As a result, interest income and stateyields on tax-exempt securities and loans subsequent to December 31, 2017 are presented using the current federal income tax benefits.rate of 21% and prior periods are computed using the federal income tax rate applicable at that time, or 35%.
(3) 
Annualized based on the actual number of days for each period presented.
(4)
Presented as calculated prior to March 31, 2018, which included a tax-equivalent adjustment for BOLI. Management believes that removing this adjustment from the current calculation of this metric enhances comparability for peer comparison purposes.


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Efficiency Ratio Calculation
(Dollar amounts in thousands)
  For the Years Ended December 31,
  2017 2016 2015 2014 2013
Efficiency Ratio
Noninterest expense $415,909
 $339,500
 $307,216
 $283,826
 $256,737
Less:          
Net OREO expense (4,683) (3,024) (5,281) (7,075) (8,547)
Special bonus (1,915) 
 
 
 
Charitable contribution (1,600) 
 
 
 
Acquisition and integration related expenses (20,123) (14,352) (1,389) (13,872) 
Lease cancellation fee 
 (950) 
 
 
Property valuation adjustments 
 
 (8,581) 
 
Total $387,588
 $321,174
 $291,965
 $262,879
 $248,190
Tax-equivalent net interest income(1)
 $479,965
 $358,334
 $322,277
 $288,589
 $272,429
Noninterest income 163,149
 159,312
 136,581
 126,618
 140,883
Less:          
Net securities gains (losses) 1,876
 (1,420) (2,373) (8,097) (34,164)
Net gain on sale-leaseback transaction 
 (5,509) 
 
 
Gains on sales of properties 
 
 
 (3,954)  
Loss on early extinguishment of debt 
 
 
 2,059
 
Gain on termination of FHLB forward
  commitments
 
 
 
 
 (7,829)
Total $644,990
 $510,717
 $456,485
 $405,215
 $371,319
Efficiency ratio 60.09% 62.89% 63.96% 64.87% 66.84%
Efficiency ratio (prior presentation)(2)
 59.73% 62.59% 63.57% 64.57% 64.19%
(1)
Presented on a tax-equivalent basis, assuming the applicable federal income tax rate for each period presented. As a result, interest income and yields on tax-exempt securities and loans subsequent to December 31, 2017 are presented using the current federal income tax rate of 21% and prior periods are computed using the federal income tax rate applicable at that time, or 35%.
(2)
Presented as calculated prior to March 31, 2018, which included a tax-equivalent adjustment for BOLI. Management believes that removing this adjustment from the current calculation of this metric enhances comparability for peer comparison purposes.

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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 20162017 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 June 30, 2017March 31, 2018 and December 31, 2016,2017, 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'sCompany'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, 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, 50%49% of the loan portfolio consisted of fixed rate loans and 50%51% were floating rate loans as of June 30, 2017, compared to 48% and 52%, respectively, as ofMarch 31, 2018, consistent with December 31, 2016.2017.
As of June 30, 2017,March 31, 2018, investments, consisting of securities and interest-bearing deposits in other banks, are more heavily weighted toward fixed rate securities at 95%96% of the total compared to 5%4% for floating rate interest-bearing deposits in other banks. This compares to investments comprising 95%93% of fixed rate securities and 5%7% of floating rate interest-bearing deposits in other banks as of December 31, 2016.2017. 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 PrimeLIBOR or LIBORPrime rates. The amount of floating rate loans with active interest rate floors was $122.0$19.5 million, or 2%,less than 1% of the floating rate loan portfolio, as of June 30, 2017,March 31, 2018, compared to $271.5$60.0 million, or 5%,1% of the floating rate loan portfolio, as of December 31, 2016.2017. On the liability side of the balance sheet, 86%84% of deposits as of both June 30, 2017March 31, 2018 and December 31, 20162017 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 June 30, 2017        
As of March 31, 2018        
Dollar change $63,732
 $38,413
 $20,364
 $(43,532) $71,025
 $43,560
 $27,235
 $(47,234)
Percent change 14.1% 8.5% 4.5% (9.6)% 14.1% 8.7% 5.4% (9.4)%
As of December 31, 2016        
As of December 31, 2017        
Dollar change $44,092
 $25,412
 $12,763
 $(26,013) $70,999
 $44,733
 $33,099
 $(44,579)
Percent change 12.3% 7.1% 3.6% (7.2)% 14.8% 9.3% 6.9% (9.3)%
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 June 30, 2017March 31, 2018 would increase net interest income by $38.4$43.6 million, or 8.5%8.7%, over the next twelve months compared to no change in interest rates. This same measure was $25.4$44.7 million, or 7.1%9.3%, as of December 31, 2016.2017.
Overall, positive interest rate risk volatility as of June 30, 2017 increasedMarch 31, 2018 decreased modestly compared to December 31, 2016.2017. This increasedecrease was driven primarily by a reduction in short-term FHLB advances, resulting from the sale of securities acquired in the Standard transaction. In addition,higher interest rates and continued growth in floating rate loans funded with both core and time deposits contributed to the increase.and FHLB advances.
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 Chairman of the Board, 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 Chairman of the Board, 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 CommissionSEC 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 June 30, 2017.March 31, 2018. 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 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 the section entitled "Risk Factors" in its 20162017 Form 10-K. However, these factors mayThese risks and uncertainties are not beexhaustive. Additional risks and uncertainties are discussed in the only risks or uncertaintiessection entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report, our 2017 Form 10-K, and our other filings made with the Company faces.SEC, as well as in other sections of such reports.

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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 secondfirst quarter of 2017.2018. 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 June 30, 2017.March 31, 2018. 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
April 1 - April 30, 2017 4,413
 $22.67
 
 2,487,947
May 1 - May 31, 2017 451
 22.14
 
 2,487,947
June 1 - June 30, 2017 1,384
 23.18
 
 2,487,947
Total 6,248
 $22.75
 
  
  
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, 2017 185
 $24.22
 
 2,487,947
February 1 - February 28, 2017 122,074
 25.07
 
 2,487,947
March 1 - March 31, 2017 8,231
 24.54
 
 2,487,947
Total 130,490
 $25.04
 
  

(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 sharesstock or by option holders upon exercise to cover the exercise price of the stock options.


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ITEM 6. EXHIBITS
Exhibit
Number
 Description of Documents
   
 CertificateForm of Amendment of Restated Certificate of IncorporationPerformance Shares Award Agreement between the Company and certain officers of the Company is incorporated herein by reference to Exhibit 3.1pursuant to the Company's Current Report on Form 8-K filed withFirst Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan.
10.2(1)
Employment Agreement, dated as of August 29, 2016, between the SecuritiesCompany and Exchange Commission on May 23, 2017.its Director of Commercial Banking.
 Statement re: Computation of Per Share Earnings - The computation of basic and diluted earnings per common share is included in Note 128 of the Company's Notes to the Condensed Consolidated Financial Statements included in "ITEM 1. FINANCIAL STATEMENTS" of this document.
 Acknowledgement of Independent Registered Public Accounting Firm.
 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 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)(2)
 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)(2)
 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.
 Review Report of Independent Registered Public Accounting Firm.
101 Interactive Data File.

(1) 
Management contract or compensatory plan or arrangement.
(2)
Furnished, not filed.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
                      First Midwest Bancorp, Inc.
 
 
                         /s/ PATRICK S. BARRETT
                               Patrick S. Barrett
    Executive Vice President and Chief Financial Officer*
Date: August 8, 2017May 7, 2018
* Duly authorized to sign on behalf of the registrant.

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