UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10‑Q

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

For the quarterly period ended June 30, 2018

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

For the transition period from ______to________

Commission file number 0‑22208

QCR HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	42-1397595
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3551 7th Street, Moline, Illinois 61265

(Address of principal executive offices, including zip code)

(309) 736‑3580

(Registrant's telephone number, including area code)

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ X ]      No [    ]

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

Large accelerated filer [   ]	Accelerated filer [ X ]		Non-accelerated filer  [   ]
Smaller reporting company [   ]		Emerging growth company [   ]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act).

Yes [    ]      No [ X ]

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date: As of August 1, 2018, the Registrant had outstanding 15,664,417 shares of common stock, $1.00 par value per share.

QCR HOLDINGS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

	Page Number(s)
Part I    FINANCIAL INFORMATION
Item 1      Consolidated Financial Statements (Unaudited)
Consolidated Balance Sheets As of June 30, 2018 and December 31, 2017	4
Consolidated Statements of Income For the Three Months Ended June 30, 2018 and 2017	5
Consolidated Statements of Income For the Six Months Ended June 30, 2018 and 2017	6
Consolidated Statements of Comprehensive Income For the Three and Six Months Ended June 30, 2018 and 2017	7
Consolidated Statements of Changes in Stockholders' Equity For the Three and Six Months Ended June 30, 2018 and 2017	8
Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2018 and 2017	9
Notes to Consolidated Financial Statements	11
Note 1. Summary of Significant Accounting Policies	11
Note 2. Investment Securities	13
Note 3. Loans/Leases Receivable	17
Note 4. Derivatives	26
Note 5. Earnings Per Share	27
Note 6. Fair Value	28
Note 7. Business Segment Information	30
Note 8. Regulatory Capital Requirements	32
Note 9. Revenue Recognition	33
Note 10. Mergers and Acquisitions	34
Item 2      Management's Discussion and Analysis of Financial Condition and Results of Operations	35
Introduction	35
General	35
Executive Overview	36
Long-Term Financial Goals	37
Strategic Developments	38
GAAP to Non-GAAP Reconciliations	39
Net Interest Income (Tax Equivalent Basis)	41
Critical Accounting Policies	47
Results of Operations	48
Interest Income	48

2

Interest Expense	48
Provision for Loan/Lease Losses	49
Noninterest Income	49
Noninterest Expense	52
Income Taxes	54
Financial Condition	54
Investment Securities	55
Loans/Leases	56
Allowance for Estimated Losses on Loans/Leases	57
Nonperforming Assets	59
Deposits	59
Borrowings	60
Stockholders' Equity	61
Liquidity and Capital Resources	62
Special Note Concerning Forward-Looking Statements	63
Item 3      Quantitative and Qualitative Disclosures About Market Risk	65
Item 4      Controls and Procedures	67
Part II   OTHER INFORMATION	68
Item 1      Legal Proceedings	68
Item 1A      Risk Factors	68
Item 2      Unregistered Sales of Equity Securities and Use of Proceeds	68
Item 3      Defaults upon Senior Securities	68
Item 4      Mine Safety Disclosures	68
Item 5      Other Information	68
Item 6      Exhibits	69
Signatures	70

Throughout this Quarterly Report on Form 10-Q, we use certain acronyms and abbreviations, as defined in Note 1.

3

QCR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

As of June 30, 2018 and December 31, 2017

	June 30,		December 31,
	2018		2017
Assets
Cash and due from banks	$	69,069,403	$	75,721,663
Federal funds sold		10,866,000		30,197,000
Interest-bearing deposits at financial institutions		40,801,388		55,765,012
Securities held to maturity, at amortized cost		400,052,344		379,474,205
Securities available for sale, at fair value		257,944,671		272,907,907
Total securities		657,997,015		652,382,112
Loans receivable held for sale		1,033,700		645,001
Loans/leases receivable held for investment		3,113,758,723		2,963,840,399
Gross loans/leases receivable		3,114,792,423		2,964,485,400
Less allowance for estimated losses on loans/leases		(37,545,076)		(34,355,728)
Net loans/leases receivable		3,077,247,347		2,930,129,672
Bank-owned life insurance		59,876,754		59,059,494
Premises and equipment, net		64,472,319		62,838,255
Restricted investment securities		23,888,600		19,782,525
Other real estate owned, net		12,750,023		13,558,308
Goodwill		28,090,897		28,334,092
Core deposit intangible		8,469,851		9,078,953
Other assets		53,353,108		45,817,687
Total assets	$	4,106,882,705	$	3,982,664,773
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
Noninterest-bearing	$	746,821,779	$	789,547,696
Interest-bearing		2,551,454,248		2,477,107,360
Total deposits		3,298,276,027		3,266,655,056
Short-term borrowings		17,585,605		13,993,122
Federal Home Loan Bank advances		254,100,000		192,000,000
Other borrowings		71,125,000		66,000,000
Junior subordinated debentures		37,580,881		37,486,487
Other liabilities		58,627,027		53,242,979
Total liabilities		3,737,294,540		3,629,377,644
Stockholders' Equity:
Preferred stock, $1 par value; shares authorized 250,000 June 2018 and December 2017- No shares issued or outstanding		—		—
Common stock, $1 par value; shares authorized 20,000,000 June 2018 - 13,973,940 shares issued and  outstanding December 2017 - 13,918,168 shares issued and outstanding		13,973,940		13,918,168
Additional paid-in capital		190,533,240		189,077,550
Retained earnings		171,955,296		151,962,661
Accumulated other comprehensive loss:
Securities available for sale		(6,058,893)		(866,223)
Derivatives		(815,418)		(805,027)
Total stockholders' equity		369,588,165		353,287,129
Total liabilities and stockholders' equity	$	4,106,882,705	$	3,982,664,773

See Notes to Consolidated Financial Statements (Unaudited)

4

QCR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

Three Months Ended June 30,

	2018		2017
Interest and dividend income:
Loans/leases, including fees	$	35,407,851	$	28,114,729
Securities:
Taxable		1,593,660		1,260,575
Nontaxable		3,295,046		2,688,243
Interest-bearing deposits at financial institutions		228,314		219,714
Restricted investment securities		211,902		131,890
Federal funds sold		61,441		38,117
Total interest and dividend income		40,798,214		32,453,268
Interest expense:
Deposits		6,528,340		2,990,603
Short-term borrowings		62,503		19,157
Federal Home Loan Bank advances		882,118		354,213
Other borrowings		732,881		695,669
Junior subordinated debentures		507,876		346,929
Total interest expense		8,713,718		4,406,571
Net interest income		32,084,496		28,046,697
Provision for loan/lease losses		2,300,735		2,022,993
Net interest income after provision for loan/lease losses		29,783,761		26,023,704
Noninterest income:
Trust department fees		2,057,987		1,692,001
Investment advisory and management fees		1,057,666		868,835
Deposit service fees		1,610,403		1,458,359
Gains on sales of residential real estate loans, net		101,772		112,628
Gains on sales of government guaranteed portions of loans, net		—		87,053
Swap fee income		1,648,885		327,577
Securities gains, net		—		38,464
Earnings on bank-owned life insurance		399,273		459,359
Debit card fees		844,286		743,521
Correspondent banking fees		212,530		200,057
Other		979,464		794,664
Total noninterest income		8,912,266		6,782,518
Noninterest expense:
Salaries and employee benefits		15,804,016		12,930,944
Occupancy and equipment expense		3,132,658		2,698,336
Professional and data processing fees		2,771,223		2,340,699
Acquisition costs		413,602		—
Post-acquisition compensation, transition and integration costs		165,314		—
FDIC insurance, other insurance and regulatory fees		840,458		645,277
Loan/lease expense		260,089		260,284
Net cost of (income from) operations of other real estate		(70,190)		27,957
Advertising and marketing		753,084		567,588
Bank service charges		466,091		447,445
Correspondent banking expense		204,337		201,693
CDI amortization		304,551		230,867
Other		1,324,590		1,053,539
Total noninterest expense		26,369,823		21,404,629
Net income before income taxes		12,326,204		11,401,593
Federal and state income tax expense		1,880,819		2,635,576
Net income	$	10,445,385	$	8,766,017
Basic earnings per common share	$	0.75	$	0.67
Diluted earnings per common share	$	0.73	$	0.65
Weighted average common shares outstanding		13,919,565		13,170,283
Weighted average common and common equivalent shares outstanding		14,232,423		13,516,592
Cash dividends declared per common share	$	0.06	$	0.05

See Notes to Consolidated Financial Statements (Unaudited)

5

QCR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

Six Months Ended June 30,

	2018		2017
Interest and dividend income:
Loans/leases, including fees	$	69,621,583	$	55,326,146
Securities:
Taxable		3,149,544		2,402,810
Nontaxable		6,584,048		5,335,965
Interest-bearing deposits at financial institutions		425,317		418,366
Restricted investment securities		446,246		262,320
Federal funds sold		117,772		52,760
Total interest and dividend income		80,344,510		63,798,367
Interest expense:
Deposits		11,409,489		5,223,359
Short-term borrowings		95,416		43,117
Federal Home Loan Bank advances		1,946,231		757,682
Other borrowings		1,451,057		1,378,877
Junior subordinated debentures		954,903		679,752
Total interest expense		15,857,096		8,082,787
Net interest income		64,487,414		55,715,580
Provision for loan/lease losses		4,840,574		4,128,102
Net interest income after provision for loan/lease losses		59,646,840		51,587,478
Noninterest income:
Trust department fees		4,295,068		3,432,208
Investment advisory and management fees		2,010,010		1,830,434
Deposit service fees		3,141,856		2,774,749
Gains on sales of residential real estate loans, net		202,587		208,951
Gains on sales of government guaranteed portions of loans, net		358,434		1,037,694
Swap fee income		2,607,579		441,097
Securities gains, net		—		38,464
Earnings on bank-owned life insurance		817,260		929,046
Debit card fees		1,610,394		1,446,322
Correspondent banking fees		477,357		445,246
Other		1,933,170		1,482,061
Total noninterest income		17,453,715		14,066,272
Noninterest expenses:
Salaries and employee benefits		31,781,991		26,238,275
Occupancy and equipment expense		6,198,469		5,200,555
Professional and data processing fees		5,478,939		4,424,091
Acquisition costs		506,141		—
Post-acquisition compensation, transition and integration costs		165,314		—
FDIC insurance, other insurance and regulatory fees		1,596,669		1,266,519
Loan/lease expense		550,836		553,822
Net cost of (income from) operations of other real estate		61,552		42,187
Advertising and marketing		1,446,323		1,177,019
Bank service charges		906,662		871,346
Correspondent banking expense		409,091		400,044
CDI amortization		609,102		461,733
Other		2,522,231		2,042,155
Total noninterest expenses		52,233,320		42,677,746
Income before income taxes		24,867,235		22,976,004
Federal and state income tax expense		3,871,889		5,025,022
Net income	$	20,995,346	$	17,950,982
Basic earnings per common share	$	1.51	$	1.36
Diluted earnings per common share	$	1.48	$	1.33
Weighted average common shares outstanding		13,904,113		13,151,833
Weighted average common and common equivalent shares outstanding		14,219,003		13,502,505
Cash dividends declared per common share	$	0.12	$	0.10

See Notes to ConsolidatedFinancial Statements(Unaudited)

6

QCR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three and Six Months Ended June 30, 2018 and 2017

	Three Months Ended June 30,
	2018		2017
Net income	$	10,445,385	$	8,766,017
Other comprehensive income (loss):
Unrealized gains (losses) on securities available for sale:
Unrealized holding gains (losses) arising during the period before tax		(1,512,488)		1,170,310
Less reclassification adjustment for gains included in net income before tax		—		38,464
		(1,512,488)		1,131,846
Unrealized gains (losses) on derivatives:
Unrealized holding gains (losses) arising during the period before tax		(322,937)		(132,352)
Less reclassification adjustment for ineffectiveness and caplet amortization before tax		177,688		(136,639)
		(500,625)		4,287
Other comprehensive income (loss), before tax		(2,013,113)		1,136,133
Tax expense (benefit)		(678,492)		434,394
Other comprehensive income (loss), net of tax		(1,334,621)		701,739
Comprehensive income	$	9,110,764	$	9,467,756

	Six Months Ended June 30,
	2018		2017
Net income	$	20,995,346	$	17,950,982
Other comprehensive income (loss):
Unrealized gains (losses) on securities available for sale:
Unrealized holding gains (losses) arising during the period before tax		(6,878,601)		1,768,500
Less reclassification adjustment for gains (losses) included in net income before tax		—		38,464
Less reclassification adjustment for adoption of ASU 2016-01		855,039		—
		(6,023,562)		1,730,036
Unrealized gains (losses) on derivatives:
Unrealized holding gains (losses) arising during the period before tax		(172,459)		(177,554)
Less reclassification adjustment for ineffectiveness and caplet amortization before tax		97,173		(259,452)
		(269,632)		81,898
Other comprehensive income (loss), before tax		(6,293,194)		1,811,934
Tax expense (benefit)		(1,757,033)		699,456
Other comprehensive income (loss), net of tax		(4,536,161)		1,112,478
Comprehensive income	$	16,459,185	$	19,063,460

See Notes to Consolidated Financial Statements (Unaudited)

7

QCR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)

Three and Six Months Ended June 30, 2018 and 2017

							Accumulated
			Additional				Other
	Common		Paid-In		Retained		Comprehensive
	Stock		Capital		Earnings		(Loss)		Total
Balance December 31, 2017	$	13,918,168	$	189,077,550	$	151,962,661	$	(1,671,250)	$	353,287,129
Net income		—		—		10,549,961		—		10,549,961
Other comprehensive loss, net of tax		—		—		—		(3,201,540)		(3,201,540)
Impact of adoption of ASU 2016-01		—				666,900		(666,900)		—
Common cash dividends declared, $0.06 per share		—		—		(833,730)		—		(833,730)
Issuance of 2,669 shares of common stock as a result of stock purchased under the Employee Stock Purchase Plan		2,669		100,262		—		—		102,931
Issuance of 13,074 shares of common stock as a result of stock options exercised		13,074		192,522		—		—		205,596
Stock-based compensation expense		—		495,493		—		—		495,493
Restricted stock awards - 6,860 shares of common stock		6,860		(6,860)		—		—		—
Exchange of 3,814 shares of common stock in connection with stock options exercised and restricted stock vested		(3,814)		(174,109)		—		—		(177,923)
Balance, March 31, 2018	$	13,936,957	$	189,684,858	$	162,345,792	$	(5,539,690)	$	360,427,917
Net income		—		—		10,445,385		—		10,445,385
Other comprehensive loss, net of tax		—		—		—		(1,334,621)		(1,334,621)
Common cash dividends declared, $0.06 per share		—		—		(835,881)		—		(835,881)
Issuance of 5,728 shares of common stock as a result of stock purchased under the Employee Stock Purchase Plan		5,728		215,173		—		—		220,901
Issuance of 26,641 shares of common stock as a result of stock options exercised		26,641		362,292		—		—		388,933
Stock-based compensation expense		—		291,912		—		—		291,912
Restricted stock awards - 3,972 shares of common stock		3,972		(3,972)		—		—		—
Exchange of 642 shares of common stock in connection with stock options exercised and restricted stock vested		642		(17,023)		—		—		(16,381)
Balance, June 30, 2018	$	13,973,940	$	190,533,240	$	171,955,296	$	(6,874,311)	$	369,588,165

							Accumulated
			Additional				Other
	Common		Paid-In		Retained		Comprehensive
	Stock		Capital		Earnings		(Loss)		Total
Balance December 31, 2016	$	13,106,845	$	156,776,642	$	118,616,901	$	(2,459,589)	$	286,040,799
Net income		—		—		9,184,965		—		9,184,965
Other comprehensive loss, net of tax		—		—		—		410,739		410,739
Common cash dividends declared, $0.05 per share		—		—		(656,574)		—		(656,574)
Issuance of 3,573 shares of common stock as a result of stock purchased under the Employee Stock Purchase Plan		3,573		83,091		—		—		86,664
Issuance of 44,284 shares of common stock as a result of stock options exercised		44,284		630,290		—		—		674,574
Stock-based compensation expense		—		388,753		—		—		388,753
Restricted stock awards - 13,289 shares of common stock		13,289		(13,289)		—		—		—
Exchange of 6,772 shares of common stock in connection with stock options exercised and restricted stock vested		(6,772)		(283,518)		—		—		(290,290)
Balance, March 31, 2017	$	13,161,219	$	157,581,969	$	127,145,292	$	(2,048,850)	$	295,839,630
Net income		—		—		8,766,017		—		8,766,017
Other comprehensive loss, net of tax		—		—		—		701,739		701,739
Common cash dividends declared, $0.05 per share		—		—		(657,003)		—		(657,003)
Issuance of 4,582 shares of common stock as a result of stock purchased under the Employee Stock Purchase Plan		4,582		170,061		—		—		174,643
Issuance of 8,027 shares of common stock as a result of stock options exercised		8,027		109,392		—		—		117,419
Stock-based compensation expense		—		168,314		—		—		168,314
Restricted stock awards - 2,000 shares of common stock		2,000		(2,000)		—		—		—
Exchange of 594 shares of common stock in connection with stock options exercised and restricted stock vested		(594)		(26,730)		—		—		(27,324)
Balance, June 30, 2017	$	13,175,234	$	158,001,006	$	135,254,306	$	(1,347,111)	$	305,083,435

See Notes to Consolidated Financial Statements (Unaudited)

8

QCR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months Ended June 30, 2018 and 2017

	2018		2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	20,995,346	$	17,950,982
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		2,074,618		1,847,963
Provision for loan/lease losses		4,840,574		4,128,102
Stock-based compensation expense		787,405		557,067
Deferred compensation expense accrued		1,004,010		724,422
Losses on other real estate owned, net		118,159		3,596
Amortization of premiums on securities, net		828,972		1,005,121
Securities gains, net		—		(38,464)
Loans originated for sale		(21,899,515)		(32,130,683)
Proceeds on sales of loans		22,071,837		33,807,027
Gains on sales of residential real estate loans		(202,587)		(208,951)
Gains on sales of government guaranteed portions of loans		(358,434)		(1,037,694)
Amortization of core deposit intangible		609,102		461,733
Accretion of acquisition fair value adjustments, net		(496,561)		(3,578,379)
Increase in cash value of bank-owned life insurance		(817,260)		(929,046)
Increase (decrease) in other assets		(5,878,796)		3,412,207
Decrease (increase) in other liabilities		5,688,375		(7,059,305)
Net cash provided by operating activities	$	29,365,245	$	18,915,698
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in federal funds sold		19,331,000		3,074,000
Net decrease in interest-bearing deposits at financial institutions		14,963,624		10,777,600
Proceeds from sales of other real estate owned		736,370		487,815
Activity in securities portfolio:
Purchases		(54,950,828)		(85,169,891)
Calls, maturities and redemptions		12,618,640		33,079,683
Paydowns		27,187,398		21,606,220
Sales		—		13,554,075
Activity in restricted investment securities:
Purchases		(4,215,275)		(2,407,600)
Redemptions		109,200		1,300,700
Net increase in loans/leases originated and held for investment		(150,992,827)		(146,365,255)
Purchase of premises and equipment		(2,666,098)		(2,422,880)
Net cash used in investing activities	$	(137,878,796)	$	(152,485,533)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposit accounts		31,652,051		201,041,035
Net increase (decrease) in short-term borrowings		3,592,483		(21,753,994)
Activity in Federal Home Loan Bank advances:
Calls and maturities		(10,000,000)		(6,000,000)
Net change in short-term and overnight advances		72,100,000		(25,000,000)
Activity in other borrowings:
Proceeds from other borrowings		9,000,000		—
Calls, maturities and scheduled principal payments		(3,875,000)		(8,000,000)
Payment of cash dividends on common stock		(1,526,604)		(1,179,146)
Proceeds from issuance of common stock, net		918,361		1,053,300
Net cash provided by financing activities	$	101,861,291	$	140,161,195
Net decrease in cash and due from banks		(6,652,260)		6,591,360
Cash and due from banks, beginning		75,721,663		70,569,993
Cash and due from banks, ending	$	69,069,403	$	77,161,353

(Continued)

9

QCR HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - continued

Six Months Ended June 30, 2018 and 2017

	2018		2017
Supplemental disclosure of cash flow information, cash payments for:
Interest	$	12,303,768	$	7,876,668
Income/franchise taxes	$	1,010,097	$	7,450,738
Supplemental schedule of noncash investing activities:
Change in accumulated other comprehensive income, unrealized gains on securities available for sale and derivative instruments, net	$	(4,536,161)	$	1,112,478
Exchange of shares of common stock in connection with payroll taxes for restricted stock and in connection with stock options exercised	$	(194,304)	$	(317,614)
Transfers of loans to other real estate owned	$	46,244	$	141,828
Due to broker for purchases of securities	$	—	$	(4,662,631)
Dividends payable	$	835,881	$	657,003
Decrease (increase) in the fair value of interest rate swap assets and liabilities	$	1,774,502	$	(209,185)
Transfer of equity securities from securities available for sale to other assets at fair value	$	2,614,261	$	—

See Notes to Consolidated Financial Statements (Unaudited)

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QCR HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2018

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation:  The interim unaudited consolidated financial statements contained herein should be read in conjunction with the audited consolidated financial statements and accompanying notes to the consolidated financial statements for the fiscal year ended December 31, 2017, included in the Company's Annual Report on Form 10‑K filed with the SEC on March 12, 2018. Accordingly, footnote disclosures, which would substantially duplicate the disclosures contained in the audited consolidated financial statements, have been omitted.

The financial information of the Company included herein has been prepared in accordance with  GAAP for interim financial reporting and has been prepared pursuant to the rules and regulations for reporting on Form 10‑Q and Rule 10‑01 of Regulation S-X. Such information reflects all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented. Any differences appearing between the numbers presented in financial statements and management's discussion and analysis are due to rounding. The results of the interim period ended June 30, 2018 are not necessarily indicative of the results expected for the year ending December 31, 2018, or for any other period.

The acronyms and abbreviations identified below are used throughout this Quarterly Report on Form 10‑Q. It may be helpful to refer back to this page as you read this report.

Allowance: Allowance for estimated losses on loans/leases	Guaranty: Guaranty Bankshares, Ltd.
AOCI: Accumulated other comprehensive income (loss)	Guaranty Bank: Guaranty Bank and Trust Company
AFS: Available for sale	HTM: Held to maturity
ASC: Accounting Standards Codification	m2: m2 Lease Funds, LLC
ASU: Accounting Standards Update	NIM: Net interest margin
Bates Companies: Bates Financial Advisors, Inc., Bates	NPA: Nonperforming asset
Financial Services, Inc., Bates Securities, Inc. and	NPL: Nonperforming loan
Bates Financial Group, Inc.	OREO: Other real estate owned
BOLI: Bank-owned life insurance	OTTI: Other-than-temporary impairment
Caps: Interest rate cap derivatives	PCI: Purchased credit impaired
CDI: Core deposit intangible	Provision: Provision for loan/lease losses
Community National: Community National Bancorporation	QCBT: Quad City Bank & Trust Company
CRBT: Cedar Rapids Bank & Trust Company	RB&T: Rockford Bank & Trust Company
CRE: Commercial real estate	ROAA: Return on Average Assets
CSB: Community State Bank	SBA: U.S. Small Business Administration
C&I: Commercial and industrial	SEC: Securities and Exchange Commission
Dodd-Frank Act: Dodd-Frank Wall Street Reform and	SFC Bank: Springfield First Community Bank
Consumer Protection Act	Springfield Bancshares: Springfield Bancshares, Inc.
EPS: Earnings per share	TA: Tangible assets
Exchange Act:Securities Exchange Act of 1934, as amended	Tax Act: Tax Cuts and Jobs Act of 2017
FASB: Financial Accounting Standards Board	TCE: Tangible common equity
FDIC: Federal Deposit Insurance Corporation	TDRs: Troubled debt restructurings
FHLB: Federal Home Loan Bank	TEY: Tax equivalent yield
FRB: Federal Reserve Bank of Chicago	The Company: QCR Holdings, Inc.
GAAP: Generally Accepted Accounting Principles	USDA: U.S. Department of Agriculture

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The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, with the exception of SFC Bank which was acquired by merger on July 1, 2018, and include the accounts of four commercial banks:  QCBT, CRBT, CSB and RB&T. All are state-chartered commercial banks and all are members of the Federal Reserve system. The Company also engages in direct financing lease contracts through m2, a wholly-owned subsidiary of QCBT. All material intercompany transactions and balances have been eliminated in consolidation.

The acquisition of Guaranty Bank, headquartered in Cedar Rapids, Iowa occurred on October 2, 2017 and Guaranty Bank was merged into CRBT on December 2, 2017. The financial results for the periods since acquisition are included in this report. See Note 2 of the Company's Annual Report on Form 10‑K for the year ended December 31, 2017 for additional information about the acquisition.

On July 1, 2018, the Company completed its previously announced merger with Springfield Bancshares, the holding company of SFC Bank, headquartered in Springfield, Missouri. The financial results of Springfield Bancshares and SFC Bank are not included in this report because the closing was effective July 1, 2018.  See Note 10 to the Consolidated Financial Statements for additional information about the merger.

Recent accounting developments:  In May 2014, FASB issued ASU 2014‑09, Revenue from Contracts with Customers. ASU 2014‑09 implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of ASU 2014‑09 is that an entity should 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. To achieve that core principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014‑09 was originally effective for the Company on January 1, 2017; however, FASB issued ASU 2015‑14 which defers the effective date in order to provide additional time for both public and private entities to evaluate the impact. ASU 2014‑09 was adopted by the Company on January 1, 2018 and did not have a significant impact on the Company's consolidated financial statements.

In January 2016, FASB issued ASU 2016‑01, Financial Instruments–Overall. ASU 2016‑01 makes targeted adjustments to GAAP by eliminating the AFS classification for equity securities and requiring equity investments to be measured at fair value with changes in fair value recognized in net income. The standard also requires public business entities to use the exit price notion when measuring fair value of financial instruments for disclosure purposes. The standard clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to AFS securities in combination with the entity's other deferred tax assets. It also requires an entity to present separately (within other comprehensive income) the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. Additionally, the standard eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. Upon adoption of ASU 2016‑01 by the Company on January 1, 2018, the fair value of the Company's loan portfolio is now presented using an exit price method. Also, the Company is no longer required to disclose the methodologies used for estimating fair value of financial assets and liabilities that are not measured at fair value on a recurring or nonrecurring basis. The remaining requirements of this update had no significant impact on the consolidated financial statements.

In February 2016, the FASB issued ASU 2016‑02, Leases. Under ASU 2016‑02, lessees will be required to recognize a lease liability measured on a discounted basis and a right-of-use asset for all leases (with the exception of short-term leases). Lessor accounting is largely unchanged under ASU 2016‑02. However, the definition of initial direct costs was updated to include only initial direct costs that are considered incremental. This change in definition will change the manner in which the Company recognizes the costs associated with originating leases. ASU 2016‑02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - continued

permitted for all entities. The Company has analyzed the impact of adoption and has concluded that it will not have a significant impact on the consolidated financial statements.

In June 2016, the FASB issued ASU 2016‑13, Financial Instruments – Credit Losses. Under the standard, assets measured at amortized costs (including loans, leases and AFS securities) will be presented at the net amount expected to be collected. Rather than the “incurred” model that is currently being utilized, the standard will require the use of a forward-looking approach to recognizing all expected credit losses at the beginning of an asset's life. For public companies, ASU 2016‑13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Companies may choose to early adopt for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is in the process of analyzing the impact of adoption on the Company's consolidated financial statements.

In February 2018, the FASB issued ASU 2018‑02, Income Statement – Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. Under the standard, entities are allowed to make a one-time reclassification from AOCI to retained earnings for the effect of remeasuring deferred tax liabilities and assets originally recorded in other comprehensive income as a result of the change in the federal tax rate as defined by the Tax Act. ASU 2018‑02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those years. Companies may choose to early adopt for fiscal years or interim periods that have not been issued or made available for issuance as of February 14, 2018. The Company chose to early adopt ASU 2018‑02 and apply the guidance to the consolidated financial statements for the year ended December 31, 2017.

Reclassifications:  Certain amounts in the prior year's consolidated financial statements have been reclassified, with no effect on net income or stockholders' equity, to conform with the current period presentation.

NOTE 2 – INVESTMENT SECURITIES   

The amortized cost and fair value of investment securities as of June 30, 2018 and December 31, 2017 are summarized as follows:

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		(Losses)		Value
June 30, 2018:
Securities HTM:
Municipal securities	$	399,002,344	$	4,916,288	$	(7,700,914)	$	396,217,718
Other securities		1,050,000		—		(15,350)		1,034,650
	$	400,052,344	$	4,916,288	$	(7,716,264)	$	397,252,368
Securities AFS:
U.S. govt. sponsored agency securities	$	36,767,888	$	7,872	$	(1,109,224)	$	35,666,536
Residential mortgage-backed and related securities		164,791,715		49,915		(6,307,182)		158,534,448
Municipal securities		60,160,248		221,112		(874,093)		59,507,267
Other securities		4,254,509		—		(18,089)		4,236,420
	$	265,974,360	$	278,899	$	(8,308,588)	$	257,944,671

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			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		(Losses)		Value
December 31, 2017:
Securities HTM:
Municipal securities	$	378,424,205	$	2,763,718	$	(2,488,119)	$	378,699,804
Other securities		1,050,000		—		—		1,050,000
	$	379,474,205	$	2,763,718	$	(2,488,119)	$	379,749,804
Securities AFS:
U.S. govt. sponsored agency securities	$	38,409,157	$	37,344	$	(349,967)	$	38,096,534
Residential mortgage-backed and related securities		165,459,470		155,363		(2,313,529)		163,301,304
Municipal securities		66,176,364		660,232		(211,100)		66,625,496
Other securities		4,014,004		896,384		(25,815)		4,884,573
	$	274,058,995	$	1,749,323	$	(2,900,411)	$	272,907,907

The Company's HTM municipal securities consist largely of private issues of municipal debt. The large majority of the municipalities are located within the Midwest. The municipal debt investments are underwritten using specific guidelines with ongoing monitoring.

The Company's residential mortgage-backed and related securities portfolio consists entirely of government sponsored or government guaranteed securities. The Company has not invested in private mortgage-backed securities or pooled trust preferred securities.

Gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of June 30, 2018 and December 31, 2017, are summarized as follows:

	Less than 12 Months				12 Months or More				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
June 30, 2018:
Securities HTM:
Municipal securities	$	140,257,617	$	(3,873,043)	$	61,121,755	$	(3,827,871)	$	201,379,372	$	(7,700,914)
Other securities		1,034,649		(15,350)		—		—		1,034,649		(15,350)
	$	141,292,266	$	(3,888,393)	$	61,121,755	$	(3,827,871)	$	202,414,021	$	(7,716,264)
Securities AFS:
U.S. govt. sponsored agency securities	$	31,724,483	$	(928,027)	$	3,532,286	$	(181,197)	$	35,256,769	$	(1,109,224)
Residential mortgage-backed and related securities		93,074,220		(3,402,034)		59,724,819		(2,905,148)		152,799,039		(6,307,182)
Municipal securities		36,033,296		(648,203)		7,706,943		(225,890)		43,740,239		(874,093)
Other securities		4,236,420		(18,089)		—		—		4,236,420		(18,089)
	$	165,068,419	$	(4,996,353)	$	70,964,048	$	(3,312,235)	$	236,032,467	$	(8,308,588)

	Less than 12 Months				12 Months or More				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
December 31, 2017:
Securities HTM:
Municipal securities	$	23,750,826	$	(354,460)	$	72,611,780	$	(2,133,659)	$	96,362,606	$	(2,488,119)
Securities AFS:
U.S. govt. sponsored agency securities	$	28,576,258	$	(200,022)	$	3,640,477	$	(149,945)	$	32,216,735	$	(349,967)
Residential mortgage-backed and related securities		88,927,779		(871,855)		57,931,731		(1,441,674)		146,859,510		(2,313,529)
Municipal securities		10,229,337		(41,151)		9,997,433		(169,949)		20,226,770		(211,100)
Other securities		923,535		(25,815)		—		—		923,535		(25,815)
	$	128,656,909	$	(1,138,843)	$	71,569,641	$	(1,761,568)	$	200,226,550	$	(2,900,411)

At June 30, 2018, the investment portfolio included 602 securities. Of this number, 303 securities were in an unrealized loss position. The aggregate losses of these securities totaled approximately 2.4% of the total amortized cost of the portfolio. Of these 303 securities, 42 securities had an unrealized loss for twelve months or more. All of the debt securities in unrealized loss positions are considered acceptable credit risks. Based upon an evaluation of the available evidence,

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including the recent changes in market rates, credit rating information and information obtained from regulatory filings, management believes the declines in fair value for these debt securities are temporary. In addition, the Company lacks the intent to sell these securities and it is not more-likely-than-not that the Company will be required to sell these debt securities before their anticipated recovery.

The Company did not recognize OTTI on any investment securities for the three or six months ended June 30, 2018 and 2017.

There were no sales of securities for the three and six months ended June 30, 2018.  All sales of securities for the three and six months ended June 30, 2017 were from securities identified as AFS.  Information on proceeds received, as well as pre-tax gross gains and losses from sales on those securities are as follows:

	Three and Six Months Ended
	June 30, 2017
Proceeds from sales of securities	$	13,554,075
Gross gains from sales of securities		59,568
Gross losses from sales of securities		(21,104)

The amortized cost and fair value of securities as of June 30, 2018 by contractual maturity are shown below. Expected maturities of residential mortgage-backed and related securities may differ from contractual maturities because the residential mortgages underlying the residential mortgage-backed and related securities may be prepaid without any penalties. Therefore, these securities are not included in the maturity categories in the following table.

	Amortized Cost		Fair Value
Securities HTM:
Due in one year or less	$	1,732,495	$	1,737,807
Due after one year through five years		25,021,326		25,051,928
Due after five years		373,298,523		370,462,633
	$	400,052,344	$	397,252,368
Securities AFS:
Due in one year or less	$	2,882,932	$	2,891,934
Due after one year through five years		25,265,433		24,969,540
Due after five years		73,034,280		71,548,749
		101,182,645		99,410,223
Residential mortgage-backed and related securities		164,791,715		158,534,448
	$	265,974,360	$	257,944,671

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Portions of the U.S. government sponsored agency securities and municipal securities contain call options, at the discretion of the issuer, to terminate the security at par and at predetermined dates prior to the stated maturity. These callable securities are summarized as folows:

	Amortized Cost		Fair Value
Securities HTM:
Municipal securities	$	232,556,893	$	230,900,385
Securities AFS:
U.S. govt. sponsored agency securities		4,998,914		4,873,050
Municipal securities		52,730,591		51,992,220
	$	57,729,505	$	56,865,270

As of June 30, 2018, the Company's municipal securities portfolios were comprised of general obligation bonds issued by 122 issuers with fair values totaling $94.8 million and revenue bonds issued by 150 issuers, primarily consisting of states, counties, towns, villages and school districts with fair values totaling $360.9 million. The Company held investments in general obligation bonds in 26 states, including six states in which the aggregate fair value exceeded $5.0 million. The Company held investments in revenue bonds in 16 states, including seven states in which the aggregate fair value exceeded $5.0 million.

As of December 31, 2017, the Company's municipal securities portfolios were comprised of general obligation bonds issued by 131 issuers with fair values totaling $108.0 million and revenue bonds issued by 145 issuers, primarily consisting of states, counties, towns, villages and school districts with fair values totaling $337.3 million. The Company held investments in general obligation bonds in 26 states, including six states in which the aggregate fair value exceeded $5.0 million. The Company held investments in revenue bonds in 16 states, including seven states in which the aggregate fair value exceeded $5.0 million.

Both general obligation and revenue bonds are diversified across many issuers. As of June 30, 2018 and December 31, 2017, the Company did not hold general obligation or revenue bonds of any single issuer, the aggregate book or market value of which exceeded 5% of the Company's stockholders' equity. Of the general obligation and revenue bonds in the Company's portfolio, the majority are unrated bonds that represent small, private issuances. All unrated bonds were underwritten according to loan underwriting standards and have an average loan risk rating of 2, indicating very high quality. Additionally, many of these bonds are funding essential municipal services such as water, sewer, education, and medical facilities.

The Company's municipal securities are owned by each of the four charters, whose investment policies set forth limits for various subcategories within the municipal securities portfolio. Each charter is monitored individually, and as of June 30, 2018, all were well within policy limitations approved by the board of directors. Policy limits are calculated as a percentage of each charter's total risk-based capital.

As of June 30, 2018, the Company's standard monitoring of its municipal securities portfolio had not uncovered any facts or circumstances resulting in significantly different credit ratings than those assigned by a nationally recognized statistical rating organization, or in the case of unrated bonds, the rating assigned using the credit underwriting standards.

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NOTE 3 – LOANS/LEASES RECEIVABLE

The composition of the loan/lease portfolio as of June 30, 2018 and December 31, 2017 is presented as follows:

	As of		As of
	June 30,		December 31,
	2018		2017
C&I loans*	$	1,273,000,094	$	1,134,516,315
CRE loans
Owner-occupied CRE		349,007,830		332,742,477
Commercial construction, land development, and other land		162,644,566		186,402,404
Other non owner-occupied CRE		837,666,518		784,347,000
		1,349,318,914		1,303,491,882
Direct financing leases **		133,196,613		141,448,232
Residential real estate loans ***		257,433,713		258,646,265
Installment and other consumer loans		92,952,124		118,610,799
		3,105,901,458		2,956,713,493
Plus deferred loan/lease origination costs, net of fees		8,890,965		7,771,907
		3,114,792,423		2,964,485,400
Less allowance		(37,545,076)		(34,355,728)
	$	3,077,247,347	$	2,930,129,672
** Direct financing leases:
Net minimum lease payments to be received	$	147,388,211	$	156,583,887
Estimated unguaranteed residual values of leased assets		929,932		929,932
Unearned lease/residual income		(15,121,530)		(16,065,587)
		133,196,613		141,448,232
Plus deferred lease origination costs, net of fees		4,159,711		4,624,027
		137,356,324		146,072,259
Less allowance		(2,724,355)		(2,382,098)
	$	134,631,969	$	143,690,161

*     Includes equipment financing agreements outstanding at m2, totaling $92,815,742 and $66,758,397 as of June 30, 2018 and December 31, 2017, respectively.

**   Management performs an evaluation of the estimated unguaranteed residual values of leased assets on an annual basis, at a minimum. The evaluation consists of discussions with reputable and current vendors, which is combined with management's expertise and understanding of the current states of particular industries to determine informal valuations of the equipment. As necessary and where available, management will utilize valuations by independent appraisers. The large majority of leases with residual values contain a lease options rider, which requires the lessee to pay the residual value directly, finance the payment of the residual value, or extend the lease term to pay the residual value. In these cases, the residual value is protected and the risk of loss is minimal. There were no losses related to residual values for the three and six months ended June 30, 2018 and 2017.

*** Includes residential real estate loans held for sale totaling $1,033,700 and $645,001 as of June 30, 2018, and December 31, 2017, respectively.

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Changes in accretable yield for acquired loans were as follows:

	Three months ended June 30, 2018						Six months ended June 30, 2018
	PCI		Performing				PCI		Performing
	Loans		Loans		Total		Loans		Loans		Total
Balance at the beginning of the period	$	(156,896)	$	(5,659,543)	$	(5,816,439)	$	(191,132)	$	(6,280,075)	$	(6,471,207)
Accretion recognized		14,848		608,119		622,967		49,084		1,228,651		1,277,735
Balance at the end of the period	$	(142,048)	$	(5,051,424)	$	(5,193,472)	$	(142,048)	$	(5,051,424)	$	(5,193,472)

	Three months ended June 30, 2017						Six months ended June 30, 2017
	PCI		Performing				PCI		Performing
	Loans		Loans		Total		Loans		Loans		Total
Balance at the beginning of the period	$	(127,616)	$	(6,944,074)	$	(7,071,690)	$	(194,306)	$	(9,115,614)	$	(9,309,920)
Accretion recognized		43,756		1,618,603		1,662,359		110,446		3,790,143		3,900,589
Balance at the end of the period	$	(83,860)	$	(5,325,471)	$	(5,409,331)	$	(83,860)	$	(5,325,471)	$	(5,409,331)

The aging of the loan/lease portfolio by classes of loans/leases as of June 30, 2018 and December 31, 2017 is presented as follows:

	As of June 30, 2018
										Accruing Past
				30-59 Days			60-89 Days			Due 90 Days or			Nonaccrual
Classes of Loans/Leases	Current			Past Due			Past Due			More			Loans/Leases			Total
C&I	$	1,270,508,073		$	602,885		$	403,841		$	—		$	1,485,295		$	1,273,000,094
CRE
Owner-Occupied CRE		348,357,289			228,703			—			—			421,838			349,007,830
Commercial Construction, Land Development, and Other Land		158,999,305			1,758,740			—			—			1,886,521			162,644,566
Other Non Owner-Occupied CRE		832,861,572			91,345			—			—			4,713,601			837,666,518
Direct Financing Leases		129,115,766			1,019,243			532,600			—			2,529,004			133,196,613
Residential Real Estate		254,927,412			374,480			816,670			—			1,315,151			257,433,713
Installment and Other Consumer		92,086,640			588,332			55,189			19,573			202,390			92,952,124
	$	3,086,856,057		$	4,663,728		$	1,808,300		$	19,573		$	12,553,800		$	3,105,901,458
As a percentage of total loan/lease portfolio		99.39	%		0.15	%		0.06	%		0.00	%		0.40	%		100.00	%

18

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - continued

	As of December 31, 2017
										Accruing Past
				30-59 Days			60-89 Days			Due 90 Days or			Nonaccrual
Classes of Loans/Leases	Current			Past Due			Past Due			More			Loans/Leases			Total
C&I	$	1,124,734,486		$	8,306,829		$	243,647		$	—		$	1,231,353		$	1,134,516,315
CRE
Owner-Occupied CRE		331,868,142			540,435			—			—			333,900			332,742,477
Commercial Construction, Land Development, and Other Land		181,558,092			—			—			—			4,844,312			186,402,404
Other Non Owner-Occupied CRE		782,526,249			572,877			4,146			—			1,243,728			784,347,000
Direct Financing Leases		137,708,397			1,305,191			259,600			—			2,175,044			141,448,232
Residential Real Estate		253,261,821			3,552,709			393,410			74,519			1,363,806			258,646,265
Installment and Other Consumer		117,773,259			517,537			56,760			14,152			249,091			118,610,799
	$	2,929,430,446		$	14,795,578		$	957,563		$	88,671		$	11,441,234		$	2,956,713,493
As a percentage of total loan/lease portfolio		99.08	%		0.50	%		0.03	%		0.00	%		0.39	%		100.00	%

NPLs by classes of loans/leases as of June 30, 2018 and December 31, 2017 are presented as follows:

	As of June 30, 2018
	Accruing Past
	Due 90 Days or		Nonaccrual						Percentage of
Classes of Loans/Leases	More		Loans/Leases*		Accruing TDRs		Total NPLs		Total NPLs
C&I	$	—	$	1,485,295	$	800,176	$	2,285,471	16.44	%
CRE
Owner-Occupied CRE		—		421,838		106,874		528,712	3.80	%
Commercial Construction, Land Development, and Other Land		—		1,886,521		—		1,886,521	13.57	%
Other Non Owner-Occupied CRE		—		4,713,601		—		4,713,601	33.92	%
Direct Financing Leases		—		2,529,004		137,432		2,666,436	19.18	%
Residential Real Estate		—		1,315,151		270,903		1,586,054	11.41	%
Installment and Other Consumer		19,573		202,390		11,623		233,586	1.68	%
	$	19,573	$	12,553,800	$	1,327,008	$	13,900,381	100.00	%

*     Nonaccrual loans/leases included $1,841,006 of TDRs, including $66,021 in C&I loans, $1,066,701 in CRE loans, $619,727 in direct financing leases, $83,287 in residential real estate loans, and $5,270 in installment loans.

	As of December 31, 2017
	Accruing Past
	Due 90 Days or		Nonaccrual						Percentage of
Classes of Loans/Leases	More		Loans/Leases **		Accruing TDRs		Total NPLs		Total NPLs
C&I	$	—	$	1,231,353	$	5,224,182	$	6,455,535	34.63	%
CRE
Owner-Occupied CRE		—		333,900		107,322		441,222	2.37	%
Commercial Construction, Land Development, and Other Land		—		4,844,312		—		4,844,312	25.99	%
Other Non Owner-Occupied CRE		—		1,243,728		—		1,243,728	6.67	%
Direct Financing Leases		—		2,175,044		1,494,448		3,669,492	19.68	%
Residential Real Estate		74,519		1,363,806		272,493		1,710,818	9.18	%
Installment and Other Consumer		14,152		249,091		14,027		277,270	1.49	%
	$	88,671	$	11,441,234	$	7,112,472	$	18,642,377	100.00	%

**   Nonaccrual loans/leases included $2,282,495 of TDRs, including $122,598 in C&I loans, $1,336,871 in CRE loans, $700,255 in direct financing leases, $115,190 in residential real estate loans, and $7,581 in installment loans.

19

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - continued

Changes in the allowance by portfolio segment for the three and six months ended June 30, 2018 and 2017, respectively, are presented as follows:

	Three Months Ended June 30, 2018
					Direct Financing		Residential Real		Installment and
	C&I		CRE		Leases		Estate		Other Consumer		Total
Balance, beginning	$	15,065,245	$	14,938,020	$	2,730,301	$	2,375,219	$	1,423,817	$	36,532,602
Provisions (credits) charged to expense		777,013		871,475		687,908		57,283		(92,944)		2,300,735
Loans/leases charged off		(728,890)		—		(794,299)		—		(1,086)		(1,524,275)
Recoveries on loans/leases previously charged off		120,503		9,545		100,445		600		4,921		236,014
Balance, ending	$	15,233,871	$	15,819,040	$	2,724,355	$	2,433,102	$	1,334,708	$	37,545,076

	Three Months Ended June 30, 2017
					Direct Financing		Residential Real		Installment and
	C&I		CRE		Leases		Estate		Other Consumer		Total
Balance, beginning	$	12,954,090	$	12,643,266	$	2,978,260	$	2,375,864	$	1,107,670	$	32,059,150
Provisions (credits) charged to expense		1,281,786		339,857		297,672		116,151		(12,473)		2,022,993
Loans/leases charged off		(74,071)		(10,375)		(684,079)		(61,561)		(21,518)		(851,604)
Recoveries on loans/leases previously charged off		45,928		26,485		46,448		—		7,232		126,093
Balance, ending	$	14,207,733	$	12,999,233	$	2,638,301	$	2,430,454	$	1,080,911	$	33,356,632

	Six Months Ended June 30, 2018
					Direct Financing		Residential Real		Installment and
	C&I		CRE		Leases		Estate		Other Consumer		Total
Balance, beginning	$	14,323,036	$	13,962,688	$	2,382,098	$	2,466,431	$	1,221,475	$	34,355,728
Provisions charged to expense		1,585,174		1,836,858		1,292,691		17,946		107,905		4,840,574
Loans/leases charged off		(824,389)		—		(1,078,186)		(52,325)		(5,833)		(1,960,733)
Recoveries on loans/leases previously charged off		150,050		19,494		127,752		1,050		11,161		309,507
Balance, ending	$	15,233,871	$	15,819,040	$	2,724,355	$	2,433,102	$	1,334,708	$	37,545,076

	Six Months Ended June 30, 2017
					Direct Financing		Residential Real		Installment and
	C&I		CRE		Leases		Estate		Other Consumer		Total
Balance, beginning	$	12,545,110	$	11,670,609	$	3,111,898	$	2,342,344	$	1,087,487	$	30,757,448
Provisions (credits) charged to expense		1,875,144		1,306,128		802,687		159,671		(15,528)		4,128,102
Loans/leases charged off		(292,344)		(10,375)		(1,342,763)		(75,184)		(23,564)		(1,744,230)
Recoveries on loans/leases previously charged off		79,823		32,871		66,479		3,623		32,516		215,312
Balance, ending	$	14,207,733	$	12,999,233	$	2,638,301	$	2,430,454	$	1,080,911	$	33,356,632

The allowance by impairment evaluation and by portfolio segment as of June 30, 2018 and December 31, 2017 is presented as follows:

	As of June 30, 2018
							Direct Financing			Residential Real			Installment and
	C&I			CRE			Leases			Estate			Other Consumer			Total
Allowance for impaired loans/leases	$	308,091		$	2,109,374		$	375,803		$	239,419		$	106,878		$	3,139,565
Allowance for nonimpaired loans/leases		14,925,780			13,709,666			2,348,552			2,193,683			1,227,830			34,405,511
	$	15,233,871		$	15,819,040		$	2,724,355		$	2,433,102		$	1,334,708		$	37,545,076
Impaired loans/leases	$	1,551,445		$	6,967,425		$	2,529,004		$	1,449,866		$	214,655		$	12,712,395
Nonimpaired loans/leases		1,271,448,649			1,342,351,489			130,667,609			255,983,847			92,737,469			3,093,189,063
	$	1,273,000,094		$	1,349,318,914		$	133,196,613		$	257,433,713		$	92,952,124		$	3,105,901,458
Allowance as a percentage of impaired loans/leases		19.86	%		30.27	%		14.86	%		16.51	%		49.79	%		24.70	%
Allowance as a percentage of nonimpaired loans/leases		1.17	%		1.02	%		1.80	%		0.86	%		1.32	%		1.11	%
Total allowance as a percentage of total loans/leases		1.20	%		1.17	%		2.05	%		0.95	%		1.44	%		1.21	%

20

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - continued

	As of December 31, 2017
							Direct Financing			Residential Real			Installment and
	C&I			CRE			Leases			Estate			Other Consumer			Total
Allowance for impaired loans/leases	$	715,627		$	1,429,460		$	504,469		$	355,167		$	38,596		$	3,043,319
Allowance for nonimpaired loans/leases		13,607,409			12,533,228			1,877,629			2,111,264			1,182,879			31,312,409
	$	14,323,036		$	13,962,688		$	2,382,098		$	2,466,431		$	1,221,475		$	34,355,728
Impaired loans/leases	$	6,248,209		$	6,529,262		$	3,669,492		$	1,704,846		$	202,354		$	18,354,163
Nonimpaired loans/leases		1,128,268,106			1,296,962,620			137,778,740			256,941,419			118,408,445			2,938,359,330
	$	1,134,516,315		$	1,303,491,882		$	141,448,232		$	258,646,265		$	118,610,799		$	2,956,713,493
Allowance as a percentage of impaired loans/leases		11.45	%		21.89	%		13.75	%		20.83	%		19.07	%		16.58	%
Allowance as a percentage of nonimpaired loans/leases		1.21	%		0.97	%		1.36	%		0.82	%		1.00	%		1.07	%
Total allowance as a percentage of total loans/leases		1.26	%		1.07	%		1.68	%		0.95	%		1.03	%		1.16	%

Information for impaired loans/leases is presented in the tables below. The recorded investment represents customer balances net of any partial charge-offs recognized on the loan/lease. The unpaid principal balance represents the recorded balance outstanding on the loan/lease prior to any partial charge-offs.

21

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - continued

Loans/leases, by classes of financing receivable, considered to be impaired as of and for the six months ended June 30, 2018 are presented as follows:

											Interest Income
							Average				Recognized for
	Recorded		Unpaid Principal		Related		Recorded		Interest Income		Cash Payments
Classes of Loans/Leases	Investment		Balance		Allowance		Investment		Recognized		Received
Impaired Loans/Leases with No Specific Allowance Recorded:
C&I	$	1,159,577	$	1,173,853	$	—	$	1,465,402	$	138,543	$	138,543
CRE
Owner-Occupied CRE		288,813		288,813		—		289,112		11,690		11,690
Commercial Construction, Land Development, and Other Land		—		—		—		—		—		—
Other Non Owner-Occupied CRE		982,428		982,428		—		1,151,245		—		—
Direct Financing Leases		1,903,173		1,903,173		—		2,551,149		9,292		9,292
Residential Real Estate		941,520		1,016,299		—		904,898		—		—
Installment and Other Consumer		99,814		99,814		—		95,448		—		—
	$	5,375,325	$	5,464,380	$	—	$	6,457,254	$	159,525	$	159,525
Impaired Loans/Leases with Specific Allowance Recorded:
C&I	$	391,868	$	391,868	$	308,091	$	327,859	$	—	$	—
CRE
Owner-Occupied CRE		142,788		142,788		39,288		147,375		—		—
Commercial Construction, Land Development, and Other Land		5,553,396		5,553,396		2,070,086		5,275,992		—		—
Other Non Owner-Occupied CRE		—		—		—		—		—		—
Direct Financing Leases		625,831		625,831		375,803		521,142		—		—
Residential Real Estate		508,346		531,422		239,419		522,134		5,893		5,893
Installment and Other Consumer		114,841		114,841		106,878		109,254		159		159
	$	7,337,070	$	7,360,146	$	3,139,565	$	6,903,756	$	6,052	$	6,052
Total Impaired Loans/Leases:
C&I	$	1,551,445	$	1,565,721	$	308,091	$	1,793,261	$	138,543	$	138,543
CRE
Owner-Occupied CRE		431,601		431,601		39,288		436,487		11,690		11,690
Commercial Construction, Land Development, and Other Land		5,553,396		5,553,396		2,070,086		5,275,992		—		—
Other Non Owner-Occupied CRE		982,428		982,428		—		1,151,245		—		—
Direct Financing Leases		2,529,004		2,529,004		375,803		3,072,291		9,292		9,292
Residential Real Estate		1,449,866		1,547,721		239,419		1,427,032		5,893		5,893
Installment and Other Consumer		214,655		214,655		106,878		204,702		159		159
	$	12,712,395	$	12,824,526	$	3,139,565	$	13,361,010	$	165,577	$	165,577

Impaired loans/leases for which no allowance has been provided have adequate collateral, based on management's current estimates.

22

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - continued

Loans/leases, by classes of financing receivable, considered to be impaired as of and for the three months ended June 30, 2018 and 2017, respectively, are presented as follows:  

	Three Months Ended June 30, 2018						Three Months Ended June 30, 2017
					Interest Income						Interest Income
	Average				Recognized for		Average				Recognized for
	Recorded		Interest Income		Cash Payments		Recorded		Interest Income		Cash Payments
Classes of Loans/Leases	Investment		Recognized		Received		Investment		Recognized		Received
Impaired Loans/Leases with No Specific Allowance Recorded:
C&I	$	1,400,498	$	59,176	$	59,176	$	805,309	$	9,399	$	9,399
CRE
Owner-Occupied CRE		289,036		5,868		5,868		—		—		—
Commercial Construction, Land Development, and Other Land		—		—		—		—		—		—
Other Non Owner-Occupied CRE		1,105,004		—		—		1,160,161		—		—
Direct Financing Leases		2,198,852		2,544		2,544		2,560,019		38,949		38,949
Residential Real Estate		928,809		—		—		712,793		—		—
Installment and Other Consumer		101,582		—		—		173,585		218		218
	$	6,023,781	$	67,588	$	67,588	$	5,411,867	$	48,566	$	48,566
Impaired Loans/Leases with Specific Allowance Recorded:
C&I	$	353,153	$	1,978	$	1,978	$	8,066,702	$	35,055	$	35,055
CRE
Owner-Occupied CRE		145,082		—		—		238,584		—		—
Commercial Construction, Land Development, and Other Land		5,491,832		—		—		4,348,142		—		—
Other Non Owner-Occupied CRE		—		—		—		38,260		—		—
Direct Financing Leases		566,063		—		—		757,602		—		—
Residential Real Estate		512,222		2,959		2,959		624,641		2,989		2,989
Installment and Other Consumer		116,887		76		76		34,333		—		—
	$	7,185,239	$	5,014	$	5,014	$	14,108,264	$	38,044	$	38,044
Total Impaired Loans/Leases:
C&I	$	1,753,651	$	61,154	$	61,154	$	8,872,011	$	44,454	$	44,454
CRE
Owner-Occupied CRE		434,118		5,868		5,868		238,584		—		—
Commercial Construction, Land Development, and Other Land		5,491,832		—		—		4,348,142		—		—
Other Non Owner-Occupied CRE		1,105,004		—		—		1,198,421		—		—
Direct Financing Leases		2,764,915		2,544		2,544		3,317,621		38,949		38,949
Residential Real Estate		1,441,031		2,959		2,959		1,337,434		2,989		2,989
Installment and Other Consumer		218,469		76		76		207,918		218		218
	$	13,209,020	$	72,602	$	72,602	$	19,520,131	$	86,610	$	86,610

Impaired loans/leases for which no allowance has been provided have adequate collateral, based on management's current estimates.

23

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - continued

Loans/leases, by classes of financing receivable, considered to be impaired as of December 31, 2017 are presented as follows:

			Unpaid
	Recorded		Principal		Related
Classes of Loans/Leases	Investment		Balance		Allowance
Impaired Loans/Leases with No Specific Allowance Recorded:
C&I	$	1,634,269	$	1,644,706	$	—
CRE
Owner-Occupied CRE		289,261		289,261		—
Commercial Construction, Land Development, and Other Land		—		—		—
Other Non Owner-Occupied CRE		1,171,565		1,171,565		—
Direct Financing Leases		2,944,540		2,944,540		—
Residential Real Estate		943,388		1,018,167		—
Installment and Other Consumer		134,245		134,245		—
	$	7,117,268	$	7,202,484	$	—
Impaired Loans/Leases with Specific Allowance Recorded:
C&I	$	4,613,940	$	4,617,879	$	715,627
CRE
Owner-Occupied CRE		151,962		151,962		48,462
Commercial Construction, Land Development, and Other Land		4,844,312		4,844,312		1,379,235
Other Non Owner-Occupied CRE		72,163		72,163		1,763
Direct Financing Leases		724,953		724,953		504,469
Residential Real Estate		761,458		761,458		355,167
Installment and Other Consumer		68,109		68,109		38,596
	$	11,236,897	$	11,240,836	$	3,043,319
Total Impaired Loans/Leases:
C&I	$	6,248,209	$	6,262,585	$	715,627
CRE
Owner-Occupied CRE		441,222		441,222		48,462
Commercial Construction, Land Development, and Other Land		4,844,312		4,844,312		1,379,235
Other Non Owner-Occupied CRE		1,243,728		1,243,728		1,763
Direct Financing Leases		3,669,492		3,669,492		504,469
Residential Real Estate		1,704,846		1,779,625		355,167
Installment and Other Consumer		202,354		202,354		38,596
	$	18,354,163	$	18,443,318	$	3,043,319

Impaired loans/leases for which no allowance has been provided have adequate collateral, based on management's current estimates.

For C&I and CRE loans, the Company's credit quality indicator consists of internally assigned risk ratings. Each commercial loan is assigned a risk rating upon origination. The risk rating is reviewed every 15 months, at a minimum, and on an as-needed basis depending on the specific circumstances of the loan.

For certain C&I loans (equipment financing agreements), direct financing leases, residential real estate loans, and installment and other consumer loans, the Company's credit quality indicator is performance determined by delinquency status. Delinquency status is updated daily by the Company's loan system.

24

Part I

Item 1

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - continued

For each class of financing receivable, the following presents the recorded investment by credit quality indicator as of June 30, 2018 and December 31, 2017:

	As of June 30, 2018
			CRE
					Non Owner-Occupied
					Commercial
					Construction,
					Land
			Owner-Occupied		Development,						As a % of
Internally Assigned Risk Rating	C&I		CRE		and Other Land		Other CRE		Total		Total
Pass (Ratings 1 through 5)	$	1,135,035,263	$	342,518,625	$	160,224,065	$	805,031,050	$	2,442,809,003	96.57	%
Special Mention (Rating 6)		29,414,324		3,984,113		—		10,804,187		44,202,624	1.75	%
Substandard (Rating 7)		15,734,765		2,505,092		2,420,501		21,831,281		42,491,639	1.68	%
Doubtful (Rating 8)		—		—		—		—		—	—	%
	$	1,180,184,352	$	349,007,830	$	162,644,566	$	837,666,518	$	2,529,503,266	100.00	%

	As of June 30, 2018
			Direct Financing		Residential Real		Installment and				As a % of
Delinquency Status *	C&I		Leases		Estate		Other Consumer		Total		Total
Performing	$	92,361,366	$	130,530,177	$	255,847,659	$	92,718,538	$	571,457,740	99.14	%
Nonperforming		454,376		2,666,436		1,586,054		233,586		4,940,452	0.86	%
	$	92,815,742	$	133,196,613	$	257,433,713	$	92,952,124	$	576,398,192	100.00	%

	As of December 31, 2017
			CRE
					Non Owner-Occupied
					Commercial
					Construction,
					Land
			Owner-Occupied		Development,						As a % of
Internally Assigned Risk Rating	C&I		CRE		and Other Land		Other CRE		Total		Total
Pass (Ratings 1 through 5)	$	1,031,963,703	$	318,293,608	$	179,142,839	$	767,119,909	$	2,296,520,059	96.85	%
Special Mention (Rating 6)		10,944,924		8,230,060		1,780,000		10,068,870		31,023,854	1.31	%
Substandard (Rating 7)		24,578,731		6,218,809		5,479,565		7,158,221		43,435,326	1.83	%
Doubtful (Rating 8)		270,559		—		—		—		270,559	0.01	%
	$	1,067,757,917	$	332,742,477	$	186,402,404	$	784,347,000	$	2,371,249,799	100.00	%

	As of December 31, 2017
			Direct Financing		Residential Real		Installment and				As a % of
Delinquency Status *	C&I		Leases		Estate		Other Consumer		Total		Total
Performing	$	65,847,177	$	137,778,740	$	256,935,447	$	118,333,529	$	578,894,893	98.88	%
Nonperforming		911,220		3,669,492		1,710,818		277,270		6,568,800	1.12	%
	$	66,758,397	$	141,448,232	$	258,646,265	$	118,610,799	$	585,463,693	100.00	%

*     Performing = loans/leases accruing and less than 90 days past due. Nonperforming = loans/leases on nonaccrual, accruing loans/leases that are greater than or equal to 90 days past due, and accruing TDRs.

As of June 30, 2018 and December 31, 2017, TDRs totaled $3,168,014 and $9,394,967, respectively.

For each class of financing receivable, the following presents the number and recorded investment of TDRs, by type of concession, that were restructured during the three and six months ended June 30, 2018 and 2017. The difference between

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the pre-modification recorded investment and the post-modification recorded investment would be any partial charge-offs at the time of the restructuring.  No loans were restructured during the three months ended June 30, 2018.

	For the three months ended June 30, 2018							For the three months ended June 30, 2017
		Pre-		Post-					Pre-		Post-
		Modification		Modification					Modification		Modification
	Number of	Recorded		Recorded		Specific		Number of	Recorded		Recorded		Specific
ClassesofLoans/Leases	Loans / Leases	Investment		Investment		Allowance		Loans / Leases	Investment		Investment		Allowance
CONCESSION - Significant Payment Delay
C&I	—	$	—	$	—	$	—	1	$	47,509	$	47,509	$	—
Direct Financing Leases	—		—		—		—	15		802,542		802,542		—
	—	$	—	$	—	$	—	16	$	850,051	$	850,051	$	—
CONCESSION - Extension of Maturity
Direct Financing Leases	—	$	—	$	—	$	—	1	$	98,119	$	98,119	$	—
	—	$	—	$	—	$	—	1	$	98,119	$	98,119	$	—
TOTAL	—	$	—	$	—	$	—	17	$	948,170	$	948,170	$	—

	For the six months ended June 30, 2018							For the six months ended June 30, 2017
		Pre-		Post-					Pre-		Post-
		Modification		Modification					Modification		Modification
	Number of	Recorded		Recorded		Specific		Number of	Recorded		Recorded		Specific
Classes of Loans/Leases	Loans/Leases	Investment		Investment		Allowance		Loans/Leases	Investment		Investment		Allowance
CONCESSION - Extension of Maturity
Direct Financing Leases	—		—		—		—	2		104,382		104,382		—
	—	$	—	$	—	$	—	2	$	104,382	$	104,382	$	—
CONCESSION - Significant Payment Delay
C&I	—	$	—	$	—	$	—	3	$	181,198	$	181,198	$	—
Real Estate	1		46,320		46,320		—	—		—		—
Direct Financing Leases	2		47,524		47,524		—	23		1,472,403		1,472,403		—
	3	$	93,844	$	93,844	$	—	26	$	1,653,601	$	1,653,601	$	—
TOTAL	3	$	93,844	$	93,844	$	—	28	$	1,757,983	$	1,757,983	$	—

Of the TDRs reported above, one with a post-modification recorded balance of $46,320 was on nonaccrual as of June 30, 2018. Of the TDRs reported above, none were on nonaccrual as of June 30, 2017.

For the three and six months ended June 30, 2018, seven of the Company's TDRs redefaulted within 12 months subsequent to restructure where default is defined as delinquency of 90 days or more and/or placement on nonaccrual status. Three of these TDRs were related to one customer whose loans were restructured in the second quarter of 2017 with pre-modification balances totaling $78 thousand and the other TDRs related to other customers whose loans were restructured in the second and third quarters of 2017 with pre-modification balances totaling $378 thousand.

For the three and six months ended June 30, 2017, two of the Company's TDRs redefaulted within 12 months subsequent to restructure where default is defined as delinquency of 90 days or more and/or placement on nonaccrual status. These two TDRs were related to the same customer and were restructured in the fourth quarter of 2016 with pre-modification balances totaling $195 thousand.  

Not included in the table above, the Company had 8 TDRs that were restructured and charged off in 2018, totaling $577,377.  The Company had 2 TDRs that were restructured and charged off in 2017, totaling $65,623.

NOTE 4 – DERIVATIVES

The Company uses interest rate swap and cap instruments to manage interest rate risk related to the variability of interest payments due to changes in interest rates.  The Company entered into interest rate caps on June 5, 2014 to hedge against the risk of rising interest rates on short-term liabilities.  The short-term liabilities consist of $30.0 million of 1-month FHLB advances, and the benchmark rate hedged is 1-month LIBOR.  The interest rate caps are designated as a cash flow

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hedge in accordance with ASC 815.  An initial premium of $2.1 million was paid upfront for the two caps.  The details of the interest rate caps are as follows:

			Balance Sheet			1-Month LIBOR			Fair Value as of
Hedged Instrument	Effective Date	Maturity Date	Location		Notional Amount	Strike Rate			June 30, 2018		December 31, 2017
1-month FHLB Advance	6/3/2014	6/5/2019	Other Assets	$	15,000,000	1.00	%	$	199,821	$	190,085
1-month FHLB Advance	6/5/2014	6/5/2021	Other Assets		15,000,000	1.50	%		506,470		316,615
				$	30,000,000			$	706,291	$	506,700

On June 21, 2018, the Company entered into interest rate swaps to hedge against the risk of rising rates on its variable rate trust preferred securities.  The floating rate trust preferred securities are tied to 3-month LIBOR, and the interest rate swaps utilize 3-month LIBOR, so the hedge is effective.  The interest rate swaps are designated as a cash flow hedge in accordance with ASC 815.  The details of the interest rate swaps are as follows:

			Balance Sheet							Fair Value as of
Hedged Instrument	Effective Date	Maturity Date	Location		Notional Amount	Receive Rate		Pay Rate		June 30, 2018
QCR Holdings Statutory Trust II	9/30/2018	9/30/2028	Other Liabilities	$	10,000,000	5.19	%	5.85	%	$	(94,210)
QCR Holdings Statutory Trust III	9/30/2018	9/30/2028	Other Liabilities		8,000,000	5.19	%	5.85	%		(75,368)
QCR Holdings Statutory Trust V	7/7/2018	7/7/2028	Other Liabilities		10,000,000	3.90	%	4.54	%		(97,961)
Community National Statutory Trust II	9/20/2018	9/20/2028	Other Liabilities		3,000,000	4.49	%	5.17	%		(28,329)
Community National Statutory Trust III	9/15//2018	9/15/2028	Other Liabilities		3,500,000	4.09	%	4.75	%		(33,330)
Guaranty Bankshares Statutory Trust I	9/15/2018	9/15/2028	Other Liabilities		4,500,000	4.09	%	4.75	%		(42,852)
				$	39,000,000	4.58	%	5.24	%	$	(372,050)

Changes in fair values of derivatives designated as cash flow hedges are recorded in OCI to the extent the hedge is effective, and reclassified to earnings as the hedged transaction (interest payments on debt) impact earnings.

The caps and swaps are valued by the transaction counterparty on a monthly basis and corroborated by a third party annually.

NOTE 5 - EARNINGS PER SHARE

The following information was used in the computation of EPS on a basic and diluted basis:

		Three months ended			Six months ended
		June 30,			June 30,
		2018		2017		2018		2017
Net income	$	10,445,385	$	8,766,017	$	20,995,346	$	17,950,982
Basic EPS	$	0.75	$	0.67	$	1.51	$	1.36
Diluted EPS	$	0.73	$	0.65	$	1.48	$	1.33
Weighted average common shares outstanding		13,919,565		13,170,283		13,904,113		13,151,833
Weighted average common shares issuable upon exercise of stock options and under the employee stock purchase plan		312,858		346,309		314,890		350,672
Weighted average common and common equivalent shares outstanding		14,232,423		13,516,592		14,219,003		13,502,505

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The increase in weighted average common shares outstanding when comparing the three and six months ended June 30, 2018 to June 30, 2017 was primarily due to the common stock issuance discussed in Note 2 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10‑K for the year ended December 31, 2017.

NOTE 6 – FAIR VALUE

Accounting guidance on fair value measurement uses a hierarchy intended to maximize the use of observable inputs and minimize the use of unobservable inputs. This hierarchy includes three levels and is based upon the valuation techniques used to measure assets and liabilities. The three levels are as follows:

· Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in markets;

· Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and

· Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Assets and liabilities measured at fair value on a recurring basis comprise the following at June 30, 2018 and December 31, 2017:

			FairValue Measurements at Reporting Date Using
			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Fair Value		(Level 1)		(Level 2)		(Level 3)
June 30, 2018:
Securities AFS:
U.S. govt. sponsored agency securities	$	35,666,536	$	—	$	35,666,536	$	—
Residential mortgage-backed and related securities		158,534,448		—		158,534,448		—
Municipal securities		59,507,267		—		59,507,267		—
Other securities		4,236,420		—		4,236,420		—
Interest rate caps		706,291		—		706,291		—
Interest rate swaps - assets		6,171,740		—		6,171,740
Total assets measured at fair value	$	264,822,702	$	—	$	264,822,702	$	—
Interest rate swaps - liabilities	$	6,543,790	$	—	$	6,543,790	$	—
Total liabilities measured at fair value	$	6,543,790	$	—	$	6,543,790	$	—
December 31, 2017:
Securities AFS:
U.S. govt. sponsored agency securities	$	38,096,534	$	—	$	38,096,534	$	—
Residential mortgage-backed and related securities		163,301,304		—		163,301,304		—
Municipal securities		66,625,496		—		66,625,496		—
Other securities		4,884,573		1,028		4,883,545		—
Interest rate caps		506,700		—		506,700		—
Interest rate swaps - assets		4,397,238		—		4,397,238
Total assets measured at fair value	$	277,811,845	$	1,028	$	277,810,817	$	—
Interest rate swaps - liabilities	$	4,397,238	$	—	$	4,397,238	$	—
Total liabilities measured at fair value	$	4,397,238	$	—	$	4,397,238	$	—

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There were no transfers of assets or liabilities between Levels 1, 2, and 3 of the fair value hierarchy for the three and six months ended June 30, 2018 or 2017.

The securities AFS portfolio consists of securities whereby the Company obtains fair values from an independent pricing service. The fair values are determined by pricing models that consider observable market data, such as interest rate volatilities, LIBOR yield curve, credit spreads and prices from market makers and live trading systems (Level 2 inputs).

Interest rate caps are used for the purpose of hedging interest rate risk. The fair values are determined by pricing models that consider observable market data for derivative instruments with similar structures (Level 2 inputs).

Interest rate swaps are executed for select commercial customers. The interest rate swaps are further described in Note 1 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10‑K for the year ended December 31, 2017. The fair values are determined by comparing the contract rate on the swap with the then-current market rate for the remaining term of the transaction (Level 2 inputs).

Interest rate swaps are also used for the purpose of hedging interest rate risk on junior subordinated debt.  The fair values are determined by comparing the contract rate on the swap with the then-current market rate for the remaining term of the transaction (Level 2 inputs).

Certain financial assets are measured at fair value on a non-recurring basis; that is, the assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

Assets measured at fair value on a non-recurring basis comprise the following at June 30, 2018 and December 31, 2017:

			Fair Value Measurements at Reporting Date Using
			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Fair Value		Level 1		Level 2		Level 3
June 30, 2018:
Impaired loans/leases	$	4,674,218	$	—	$	—	$	4,674,218
OREO		13,770,025		—		—		13,770,025
	$	18,444,243	$	—	$	—	$	18,444,243
December 31, 2017:
Impaired loans/leases	$	8,972,337	$	—	$	—	$	8,972,337
OREO		14,642,973		—		—		14,642,973
	$	23,615,310	$	—	$	—	$	23,615,310

Impaired loans/leases are evaluated and valued at the time the loan/lease is identified as impaired, at the lower of cost or fair value, and are classified as Level 3 in the fair value hierarchy. Fair value is measured based on the value of the collateral securing these loans/leases. Collateral may be real estate and/or business assets, including equipment, inventory and/or accounts receivable, and is determined based on appraisals by qualified licensed appraisers hired by the Company. Appraised and reported values are discounted based on management's historical knowledge, changes in market conditions from the time of valuation, and/or management's expertise and knowledge of the client and client's business.

OREO in the table above consists of property acquired through foreclosures and settlements of loans. Property acquired is carried at the estimated fair value of the property, less disposal costs, and is classified as Level 3 in the fair value hierarchy. 

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The estimated fair value of the property is determined based on appraisals by qualified licensed appraisers hired by the Company. Appraised and reported values are discounted based on management's historical knowledge, changes in market conditions from the time of valuation, and/or management's expertise and knowledge of the property.

The following table presents additional quantitative information about assets measured at fair value on a non-recurring basis for which the Company has utilized Level 3 inputs to determine fair value:

	Quantitative Informationabout Level Fair ValueMeasurements
	Fair Value		Fair Value
	June 30,		December 31,
	2018		2017		Valuation Technique	Unobservable Input	Range
Impaired loans/leases	$	4,674,218	$	8,972,337	Appraisal of collateral	Appraisal adjustments	(10.00)	%	to	(30.00)	%
OREO		13,770,025		14,642,973	Appraisal of collateral	Appraisal adjustments	0.00	%	to	(35.00)	%

For the impaired loans/leases and OREO, the Company records carrying value at fair value less disposal or selling costs. The amounts reported in the tables above are fair values before the adjustment for disposal or selling costs.

There have been no changes in valuation techniques used for any assets measured at fair value during the three and six months ended June 30, 2018 and 2017.

The following table presents the carrying values and estimated fair values of financial assets and liabilities carried on the Company's consolidated balance sheets, including those financial assets and liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis:

	Fair Value	As of June 30, 2018				As of December 31, 2017
	Hierarchy	Carrying		Estimated		Carrying		Estimated
	Level	Value		Fair Value		Value		Fair Value
Cash and due from banks	Level 1	$	69,069,403	$	69,069,403	$	75,721,663	$	75,721,663
Federal funds sold	Level 2		10,866,000		10,866,000		30,197,000		30,197,000
Interest-bearing deposits at financial institutions	Level 2		40,801,388		40,801,388		55,765,012		55,765,012
Investment securities:
HTM	Level 2		400,052,344		397,252,368		379,474,205		379,749,804
AFS	See Previous Table		257,944,671		257,944,671		272,907,907		272,907,907
Loans/leases receivable, net	Level 3		4,327,980		4,674,218		8,307,719		8,972,337
Loans/leases receivable, net	Level 2		3,072,919,367		3,020,805,000		2,921,821,953		2,892,963,000
Interest rate caps	Level 2		706,291		706,291		506,700		506,700
Interest rate swaps - assets	Level 2		6,171,740		6,171,740		4,397,238		4,397,238
Deposits:
Nonmaturity deposits	Level 2		2,622,243,626		2,622,243,626		2,670,583,178		2,670,583,178
Time deposits	Level 2		676,032,401		677,799,000		596,071,878		591,772,000
Short-term borrowings	Level 2		17,585,605		17,585,605		13,993,122		13,993,122
FHLB advances	Level 2		254,100,000		254,008,000		192,000,000		192,115,000
Other borrowings	Level 2		71,125,000		71,645,000		66,000,000		66,520,000
Junior subordinated debentures	Level 2		37,580,881		29,851,237		37,486,487		29,253,624
Interest rate swaps - liabilities	Level 2		6,543,790		6,543,790		4,397,238		4,397,238

NOTE 7 – BUSINESS SEGMENT INFORMATION

Selected financial and descriptive information is required to be disclosed for reportable operating segments, applying a “management perspective” as the basis for identifying reportable segments. The management perspective is determined by the view that management takes of the segments within the Company when making operating decisions, allocating resources, and measuring performance. The segments of the Company have been defined by the structure of the Company's internal organization, focusing on the financial information that the Company's operating decision-makers routinely use to make decisions about operating matters.

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The Company's primary segment, Commercial Banking, is geographically divided by markets into the secondary segments comprised of the five subsidiary banks wholly owned by the Company:  QCBT, CRBT, CSB, RB&T and SFC Bank. Each of these secondary segments offers similar products and services, but is managed separately due to different pricing, product demand, and consumer markets. Each offers commercial, consumer, and mortgage loans and deposit services.

The Company's Wealth Management segment represents the trust and asset management and investment management and advisory services offered at the Company's five subsidiary banks in aggregate. This segment generates income primarily from fees charged based on assets under administration for corporate and personal trusts, custodial services, and investments managed. No assets of the subsidiary banks have been allocated to the Wealth Management segment.

The Company's All Other segment includes the operations of all other consolidated subsidiaries and/or defined operating segments that fall below the segment reporting thresholds. This segment includes the corporate operations of the parent company.

Selected financial information on the Company's business segments is presented as follows as of and for the three and six months ended June 30, 2018 and 2017.

	Commercial Banking								Wealth				Intercompany		Consolidated
	QCBT		CRBT		CSB		RB&T		Management		All other		Eliminations		Total
Three Months Ended June 30, 2018
Total revenue	$	16,682,874	$	16,503,977	$	8,406,295	$	5,119,916	$	3,115,653	$	13,024,443	$	(13,142,678)	$	49,710,480
Net interest income		12,290,034		10,481,055		6,734,510		3,401,849		—		(822,952)		—		32,084,496
Provision		1,254,493		627,742		221,000		197,500		—		—		—		2,300,735
Net income		4,510,902		4,705,042		2,158,347		813,623		796,911		10,405,693		(12,945,133)		10,445,385
Goodwill		3,222,688		14,979,984		9,888,225		—		—		—		—		28,090,897
Core deposit intangible		—		3,439,864		5,029,987		—		—		—		—		8,469,851
Total assets		1,563,643,434		1,345,431,093		712,138,515		484,123,277		—		463,206,792		(461,660,406)		4,106,882,705
Three Months Ended June 30, 2017
Total revenue	$	14,210,040	$	10,149,769	$	8,171,307	$	4,241,431	$	2,560,836	$	10,181,814	$	(10,279,411)	$	39,235,786
Net interest income		11,414,818		7,230,425		6,920,820		3,095,512		—		(614,878)		—		28,046,697
Provision		552,993		300,000		861,000		309,000		—		—		—		2,022,993
Net income		4,073,777		2,870,582		1,920,040		834,842		454,465		8,766,014		(10,153,703)		8,766,017
Goodwill		3,222,688		—		9,888,225		—		—		—		—		13,110,913
Core deposit intangible		—		1,172,141		5,747,339		—		—		—		—		6,919,480
Total assets		1,400,307,827		993,768,912		642,761,140		426,159,677		—		382,407,292		(388,218,153)		3,457,186,695
Six Months Ended June 30, 2018
Total revenue	$	32,490,444	$	32,501,309	$	16,569,618	$	10,117,861	$	6,305,078	$	25,556,486	$	(25,742,571)	$	97,798,225
Net interest income		24,410,336		21,316,903		13,478,457		6,867,003		—		(1,585,285)		—		64,487,414
Provision for loan/lease losses		2,374,902		1,229,570		796,602		439,500		—		—		—		4,840,574
Net income		8,968,770		9,321,570		4,026,935		1,554,918		1,567,776		20,920,203		(25,364,826)		20,995,346
Goodwill		3,222,688		14,979,984		9,888,225		—		—		—		—		28,090,897
Core deposit intangible		—		3,439,864		5,029,987		—		—		—		—		8,469,851
Total assets		1,563,643,434		1,345,431,093		712,138,515		484,123,277		—		463,206,792		(461,660,406)		4,106,882,705
Six Months Ended June 30, 2017
Total revenue	$	27,745,981	$	20,536,314	$	16,303,013	$	8,189,230	$	5,262,642	$	20,057,957	$	(20,230,498)	$	77,864,639
Net interest income		22,716,300		14,204,472		13,947,328		6,063,586		—		(1,216,106)		—		55,715,580
Provision for loan/lease losses		1,484,102		550,000		1,635,000		459,000		—		—		—		4,128,102
Net income		7,728,783		5,763,142		3,815,174		1,679,411		1,015,527		17,950,982		(20,002,037)		17,950,982
Goodwill		3,222,688		—		9,888,225		—		—		—		—		13,110,913
Core deposit intangible		—		1,172,141		5,747,339		—		—		—		—		6,919,480
Total assets		1,400,307,827		993,768,912		642,761,140		426,159,677		—		382,407,292		(388,218,153)		3,457,186,695

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - continued

NOTE 8 – REGULATORY CAPITAL REQUIREMENTS

The Company (on a consolidated basis) and the subsidiary banks are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company and subsidiary banks' financial statements.

Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the subsidiary banks must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company and the subsidiary banks to maintain minimum amounts and ratios (set forth in the following table) of total common equity Tier 1 and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets, each as defined by regulation.  Management believes, as of June 30, 2018 and December 31, 2017, that the Company and the subsidiary banks met all capital adequacy requirements to which they are subject.

Under the regulatory framework for prompt corrective action, to be categorized as “well capitalized,” an institution must maintain minimum total risk-based, Tier 1 risk-based, Tier 1 leverage and common equity Tier 1 ratios as set forth in the following tables. The Company and the subsidiary banks' actual capital amounts and ratios as of June 30, 2018 and December 31, 2017 are presented in the following table (dollars in thousands). As of June 30, 2018 and December 31, 2017, each of the subsidiary banks met the requirements to be “well capitalized”.

										For Capital					To Be Well
										Adequacy Purposes					Capitalized Under
					For Capital					With Capital					Prompt Corrective
	Actual				Adequacy Purposes					Conservation Buffer*					Action Provisions
	Amount		Ratio		Amount			Ratio		Amount			Ratio		Amount			Ratio
As of June 30, 2018:
Company:
Total risk-based capital	$	407,222	11.23	%	$	290,121	>	8.00	%	$	358,118	>	9.875	%	$	362,652	>	10.00	%
Tier 1 risk-based capital		369,677	10.19	%		217,591	>	6.00			285,588	>	7.875			290,121	>	8.00
Tier 1 leverage		369,677	9.22	%		160,373	>	4.00			160,373	>	4.000			200,466	>	5.00
Common equity Tier 1		332,096	9.16	%		163,193	>	4.50			231,190	>	6.375			235,723	>	6.50
Quad City Bank & Trust:
Total risk-based capital	$	158,480	11.67	%	$	108,599	>	8.00	%	$	134,052	>	9.875	%	$	135,748	>	10.00	%
Tier 1 risk-based capital		145,157	10.69	%		81,449	>	6.00			106,902	>	7.875			108,599	>	8.00
Tier 1 leverage		145,157	9.19	%		63,193	>	4.00			63,193	>	4.000			78,992	>	5.00
Common equity Tier 1		145,157	10.69	%		61,087	>	4.50			86,540	>	6.375			88,236	>	6.50
Cedar Rapids Bank & Trust:
Total risk-based capital	$	143,414	11.76	%	$	97,602	>	8.00	%	$	120,477	>	9.875	%	$	122,003	>	10.00	%
Tier 1 risk-based capital		130,203	10.67	%		73,202	>	6.00			96,077	>	7.875			97,602	>	8.00
Tier 1 leverage		130,203	9.83	%		52,961	>	4.00			52,961	>	4.000			66,201	>	5.00
Common equity Tier 1		130,203	10.67	%		54,901	>	4.50			77,777	>	6.375			79,302	>	6.50
Community State Bank:
Total risk-based capital	$	70,656	11.70	%	$	48,330	>	8.00	%	$	59,658	>	9.875	%	$	60,413	>	10.00	%
Tier 1 risk-based capital		65,443	10.83	%		36,248	>	6.00			47,575	>	7.875			48,330	>	8.00
Tier 1 leverage		65,443	9.56	%		27,384	>	4.00			27,384	>	4.000			34,229	>	5.00
Common equity Tier 1		65,443	10.83	%		27,186	>	4.50			38,513	>	6.375			39,268	>	6.50
Rockford Bank & Trust:
Total risk-based capital	$	47,697	10.81	%	$	35,283	>	8.00	%	$	43,553	>	9.875	%	$	44,104	>	10.00	%
Tier 1 risk-based capital		42,181	9.56	%		26,463	>	6.00			34,732	>	7.875			35,283	>	8.00
Tier 1 leverage		42,181	8.90	%		18,947	>	4.00			18,947	>	4.000			23,684	>	5.00
Common equity Tier 1		42,181	9.56	%		19,847	>	4.50			28,116	>	6.375			28,668	>	6.50

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										For Capital					To Be Well
										Adequacy Purposes					Capitalized Under
					For Capital					With Capital					Prompt Corrective
	Actual				Adequacy Purposes					Conservation Buffer*					Action Provisions
	Amount		Ratio		Amount			Ratio		Amount			Ratio		Amount			Ratio
As of December 31, 2017:
Company:
Total risk-based capital	$	383,282	11.15	%	$	275,090	>	8.00	%	$	318,073	>	9.25	%	$	343,862	>	10.00	%
Tier 1 risk-based capital		348,530	10.14	%		206,317	>	6.00			249,300	>	7.25			275,090	>	8.00
Tier 1 leverage		348,530	8.98	%		155,256	>	4.00			155,256	>	4.00			194,070	>	5.00
Common equity Tier 1		313,012	9.10	%		154,738	>	4.50			197,721	>	5.75			223,510	>	6.50
Quad City Bank & Trust:
Total risk-based capital	$	160,112	12.35	%	$	103,711	>	8.00	%	$	119,916	>	9.25	%	$	129,639	>	10.00	%
Tier 1 risk-based capital		147,472	11.38	%		77,783	>	6.00			93,988	>	7.25			103,711	>	8.00
Tier 1 leverage		147,472	9.52	%		61,985	>	4.00			61,985	>	4.00			77,481	>	5.00
Common equity Tier 1		147,472	11.38	%		58,337	>	4.50			74,542	>	5.75			84,265	>	6.50
Cedar Rapids Bank & Trust:
Total risk-based capital	$	138,492	11.88	%	$	93,272	>	8.00	%	$	107,846	>	9.25	%	$	116,590	>	10.00	%
Tier 1 risk-based capital		126,601	10.86	%		69,954	>	6.00			84,528	>	7.25			93,272	>	8.00
Tier 1 leverage		126,601	11.68	%		43,348	>	4.00			43,348	>	4.00			54,185	>	5.00
Common equity Tier 1		126,601	10.86	%		52,465	>	4.50			67,039	>	5.75			75,783	>	6.50
Community State Bank:
Total risk-based capital	$	66,271	11.71	%	$	45,293	>	8.00	%	$	52,370	>	9.25	%	$	56,616	>	10.00	%
Tier 1 risk-based capital		61,941	10.94	%		33,970	>	6.00			41,047	>	7.25			45,293	>	8.00
Tier 1 leverage		61,941	9.77	%		25,354	>	4.00			25,354	>	4.00			31,693	>	5.00
Common equity Tier 1		61,941	10.94	%		25,477	>	4.50			32,554	>	5.75			36,801	>	6.50
Rockford Bank & Trust:
Total risk-based capital	$	45,684	11.28	%	$	32,413	>	8.00	%	$	37,477	>	9.25	%	$	40,516	>	10.00	%
Tier 1 risk-based capital		40,615	10.02	%		24,310	>	6.00			29,374	>	7.25			32,413	>	8.00
Tier 1 leverage		40,615	8.94	%		18,177	>	4.00			18,177	>	4.00			22,721	>	5.00
Common equity Tier 1		40,615	10.02	%		18,232	>	4.50			23,297	>	5.75			26,335	>	6.50

*     The minimums under Basel III increase by .625% (the capital conservation buffer) annually until 2019. The fully phased-in minimums are 10.5% (Total risk-based capital), 8.5% (Tier 1 risk-based capital), and 7.0% (Common equity Tier 1).

NOTE 9 – REVENUE RECOGNITION

As of January 1, 2018, the Company adopted ASU 2014‑09 using the modified retrospective approach. The adoption of the guidance had no material impact on the measurement or recognition of revenue as approximately 89% of the Company's revenue (based on 2017 audited financial results) is outside the scope of this guidance; however, additional disclosures have been added in accordance with the ASU. See Note 1 for additional information on this new accounting standard.

Descriptions of our revenue-generating contracts with customers that are within the scope of ASU 2014‑09, which are presented in our income statements as components of non-interest income are as follows:

Trust department and Investment advisory and management fees: This is a contract between the Company and its customers for fiduciary and/or investment administration services on trust and brokerage accounts. Trust services and brokerage fee income is determined as a percentage of assets under management and is recognized over the period the underlying trust account is serviced. Such contracts are generally cancellable at any time, with the customer subject to a pro-rated fee in the month of termination.

Deposit service fees: The deposit contract obligates the Company to serve as a custodian of the customer's deposited funds and is generally terminable at will by either party. The contract permits the customer to access the funds on deposit and request additional services related to the deposit account. Deposit account related fees, including analysis charges, overdraft/nonsufficient fund charges, service charges, debit card usage fees, overdraft fees and wire transfer fees are within the scope of the guidance; however, revenue recognition practices did not change under the guidance, as deposit agreements are considered day-to-day contracts. Income for deposit accounts is recognized over the statement cycle period (typically on a monthly basis) or at the time the service is provided, if additional services are requested.

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Correspondent banking fees: A contract between the Company and its correspondent banks for corresponding banking services. This line of business provides a strong source of noninterest bearing and interest bearing deposits, fee income, high-quality loan participations and bank stock loans. Correspondent banking fee income is tied to transaction activity and revenue is recognized monthly as earned for services provided.

NOTE 10 –MERGERS AND ACQUISITIONS

BATES COMPANIES

On March 20, 2018 the Company announced the signing of definitive agreements to acquire the Bates Companies, headquartered in Rockford, Illinois. The acquisition and subsequent merger of the Bates Companies into RB&T will enhance the wealth management services of RB&T by adding approximately $700.0 million of assets under management.

In the acquisition, the Company will acquire 100% of the Bates Companies' outstanding common stock for an aggregate consideration of $3.0 million cash and up to $3.0 million of the Company's common stock. In a private placement exempt from registration with the SEC, the Company expects to issue upon closing of the transaction approximately 21,528 common shares or $1.0 million of Company stock. Assuming all future performance based contingent consideration is realized total stock consideration can reach $3.0 million, which would result in the Company expecting to issue approximately 64,583 common shares based on closing stock price at the date of announcement.

This transaction is subject to regulatory approval and certain closing conditions. The transaction is expected to close early in fourth quarter of 2018.

SPRINGFIELD BANCSHARES, INC.

On July 1, 2018, the Company completed its previously announced merger with Springfield Bancshares, the holding company of SFC Bank, headquartered in Springfield, Missouri. SFC Bank is a Missouri-chartered bank that operates one location in the Springfield, Missouri market.  As a result of the transaction, SFC Bank became the Company’s fifth independent charter.

Stockholders of Springfield Bancshares received 0.3060 shares of the Company’s common stock and $1.50 in cash in exchange for each common share of Springfield Bancshares held.  On June 29, 2018, the last trading date before the closing, the Company’s common stock closed at $47.45, resulting in stock consideration valued at $79.2 million and total consideration paid by the Company of $87.4 million. To help fund the cash portion of the purchase price, on June 29, 2018, the Company borrowed $4.1 million on its existing $10.0 million revolving line of credit.   The Company also borrowed $4.9 million on this same revolving line of credit to fund the repayment of certain debt assumed in the merger, shortly after closing.    This note is included within other borrowings on the June 30, 2018 Consolidated Balance Sheet.  The remaining cash consideration paid to the shareholders of Springfield Bancshares came from operating cash.

As of the merger date, SFC Bank had assets with a historical book value of $573 million, loans with a book value of $487 million, and deposits with a book value of $439 million.  The Company is in the process of determining the fair value of the individual assets and liabilities purchased/assumed, including goodwill and core deposit intangible.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

This section reviews the financial condition and results of operations of the Company and its subsidiaries as of and for the three months ending June 30, 2018. Some tables may include additional periods to comply with disclosure requirements or to illustrate trends. When reading this discussion, also refer to the Consolidated Financial Statements and related notes in this report. The page locations and specific sections and notes that are referred to are presented in the table of contents.

Additionally, a comprehensive list of the acronyms and abbreviations used throughout this discussion is included in Note 1 to the Consolidated Financial Statements.

GENERAL

QCR Holdings, Inc. is a financial holding company and the parent company of QCBT, CRBT, CSB, RB&T and SFC Bank.

QCBT, CRBT and CSB are Iowa-chartered commercial banks, RB&T is an Illinois-chartered commercial bank and SFC Bank is a Missouri-chartered commercial bank. All are members of the Federal Reserve system with depository accounts insured to the maximum amount permitted by law by the FDIC.

· QCBT commenced operations in 1994 and provides full-service commercial and consumer banking, and trust and asset management services to the Quad City area and adjacent communities through its five offices that are located in Bettendorf and Davenport, Iowa and Moline, Illinois. QCBT also provides leasing services through its wholly-owned subsidiary, m2, located in Brookfield, Wisconsin. In addition, QCBT owns 100% of Quad City Investment Advisors, LLC, which is an investment management and advisory company.

· CRBT commenced operations in 2001 and provides full-service commercial and consumer banking, and trust and asset management services to Cedar Rapids, Iowa and adjacent communities through its five offices located in Cedar Rapids and Marion, Iowa. Cedar Falls and Waterloo, Iowa and adjacent communities are served through three additional CRBT offices (two in Waterloo and one in Cedar Falls).

· CSB was acquired by QCR in 2016, as further described in Note 2 to the Consolidated Financial Statements included in the Annual Report on Form 10‑K for the year ended December 31, 2017. CSB provides full-service commercial and consumer banking to the Des Moines, Iowa area and adjacent communities through its 10 offices, including its main office located on North Ankeny Boulevard in Ankeny, Iowa.

· RB&T commenced operations in January 2005 and provides full-service commercial and consumer banking, and trust and asset management services to Rockford, Illinois and adjacent communities through its main office located on Guilford Road at Alpine Road in Rockford and its branch facility in downtown Rockford.

· The financial results of SFC Bank are not included in this report because the Company’s acquisition of SFC Bank through merger of Springfield Bancshares, previously the holding company of SFC Bank, into the Company occurred on July 1, 2018.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued

EXECUTIVE OVERVIEW

The Company reported net income of $10.4 million and diluted EPS of $0.73 for the quarter ended June 30, 2018. By comparison, for the quarter ended March 31, 2018, the Company reported net income of $10.6 million and diluted EPS of $0.74. For the quarter ended June 30, 2017, the Company reported net income of $8.8 million and diluted EPS of $0.65.  For the six months ended June 30, 2018, the Company reported net income of $21.0 million, and diluted EPS of $1.48.  By comparison, for the six months ended June 30, 2017, the Company reported net income of $18.0 million, and diluted EPS of $1.33.

The second quarter of 2018 was highlighted by several significant items:

· Net income of $10.4 million, or $0.73 per diluted share;

· Core net income (non-GAAP) of $10.9 million, or $0.77 per diluted share;

· Annualized loan and lease growth of 7.8% for the quarter ended and 10.1% year-to-date; and

· Annualized noninterest income growth of 17.4%.

Following is a table that represents various net income measurements for the Company.

	For the three months ended						For the six months ended
	June 30, 2018		December 31, 2017		June 30, 2017		June 30, 2018		June 30, 2017
Net income	$	10,445,385	$	9,901,590	$	8,766,017	$	20,995,346	$	17,950,982
Diluted earnings per common share	$	0.73	$	0.70	$	0.65	$	1.48	$	1.33
Weighted average common and common equivalent shares outstanding		14,232,423		14,193,191		13,516,592		14,219,003		13,502,505

The increase in weighted average common shares outstanding from June 30, 2017 to June 30, 2018 was primarily due to the common stock issued to Guaranty as consideration for the acquisition of Guaranty Bank.

Following is a table that represents the major income and expense categories for the Company.

	For the three months ended						For the six months ended
	June 30, 2018		March 31, 2018		June 30, 2017		June 30, 2018		June 30, 2017
Net interest income	$	32,084,496	$	32,402,918	$	28,046,697	$	64,487,414	$	55,715,580
Provision expense		2,300,735		2,539,839		2,022,993		4,840,574		4,128,102
Noninterest income		8,912,266		8,541,449		6,782,518		17,453,715		14,066,272
Noninterest expense		26,369,823		25,863,497		21,404,629		52,233,320		42,677,746
Federal and state income tax expense		1,880,819		1,991,070		2,635,576		3,871,889		5,025,022
Net income	$	10,445,385	$	10,549,961	$	8,766,017	$	20,995,346	$	17,950,982

Following are some noteworthy changes in the Company's financial results:

· Net interest income in the second quarter of 2018 was down 1% compared to the first quarter of 2018.  Net interest income increased 14% compared to the second quarter of 2017 and 16% when comparing the first six months of 2018 to the same period in the prior year.  This increase was primarily due to strong loan and lease growth and the acquisition of Guaranty Bank.

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· Provision expense in the second quarter of 2018 decreased 9% compared to the first quarter of 2018 and increased 14% from the same period of 2017.  Provision expense increased 17% in the first six months of 2018  from the same period of 2017 and was attributable to both strong loan growth and accounting for acquired loans.  As acquired loans renew, the discount associated with those loans is eliminated and the Company must establish an allowance.

· Noninterest income in the second quarter of 2018 increased 4% compared to the first quarter of 2018, primarily due to higher swap fee income. Noninterest income in the second quarter of 2018 increased 31% from the second quarter of 2017 and 24% when comparing the first six months of 2018 to the same period in the prior year.  This increase was primarily attributable to higher swap fee income, as well as solid growth in wealth management fee income and the acquisition of Guaranty Bank.

· Noninterest expense increased 2% from the first quarter of 2018. Noninterest expense increased 23% from the second quarter of 2017 and 22% when comparing the first six months of 2018 to the same period in the prior year which was primarily due to the acquisition of Guaranty Bank.

· Federal and state income tax expense in the second quarter of 2018 decreased 6% compared to the first quarter of 2018. Federal and state income tax expense in the second quarter of 2018 decreased 29% compared to the second quarter of 2017 and decreased 23% when comparing the first six months of 2018 to the same period in the prior year primarily due to a lower federal tax rate. See the “Income Taxes” section of this Report for additional details.

LONG-TERM FINANCIAL GOALS

As previously stated, the Company has established certain financial goals by which it manages its business and measures its performance. The goals are periodically updated to reflect changes in business developments. While the Company is determined to work prudently to achieve these goals, there is no assurance that they will be met. Moreover, the Company's ability to achieve these goals will be affected by the factors discussed under “Forward Looking Statements” as well as the factors detailed in the “Risk Factors” section included under Item 1A. of Part I of the Company's Annual Report on Form 10‑K for the year ended December 31, 2017. The Company's long-term financial goals are as follows:

· Improve balance sheet efficiency by maintaining a gross loans and leases to total assets ratio in the range of 73 – 78%;

· Improve profitability (measured by NIM and ROAA);

· Improve asset quality by reducing NPAs to total assets to below 0.75% and maintain charge-offs as a percentage of average loans/leases of under 0.25% annually;

· Maintain reliance on wholesale funding at less than 15% of total assets;

· Grow noninterest bearing deposits to more than 30% of total assets;

· Continue to focus on generating gains on sales of government guaranteed portions of loans and swap fee income to more than $4 million annually; and

· Grow wealth management segment net income by 10% annually.

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The following table shows the evaluation of the Company's long-term financial goals.

			For the Quarter Ending
Goal	Key Metric	Target**	June 30, 2018			March 31, 2018			June 30, 2017
Balance sheet efficiency	Gross loans and leases to total assets	73% - 78%		76	%		76	%		74	%
	NIM TEY (non-GAAP)*	> 3.65%		3.52	%		3.64	%		3.81	%
Profitability	ROAA	> 1.10%		1.03	%		1.06	%		1.04	%
	Core ROAA (non-GAAP)*	> 1.10%		1.08	%		1.06	%		1.04	%
Asset quality	NPAs to total assets	< 0.75%		0.65	%		0.77	%		0.75	%
	Net charge-offs to average loans and leases***	< 0.25% annually		0.11	%		0.05	%		0.13	%
Reliance on wholesale funding	Wholesale funding to total assets****	< 15%		13	%		14	%		10	%
Funding mix	Noninterest bearing deposits as a percentage of total assets	>  30%		18	%		19	%		22	%
Consistent, high quality noninterest income revenue streams	Gains on sales of government guaranteed portions of loans and swap fee income***	> $4 million annually	$	5.9	million	$	5.3	million	$	3.0	million
	Grow wealth management segment net income***	> 10% annually		54	%		37	%		22	%

*       See “GAAP to Non-GAAP” reconciliations section.

**     Targets will be re-evaluated and adjusted as appropriate.

***   Ratios and amounts provided for these measurements represent year-to-date actual amounts for the respective period, that are then annualized for comparison.

**** Wholesale funding to total assets is calculated by dividing total borrowings and brokered deposits by total assets.

STRATEGIC DEVELOPMENTS

The Company took the following actions during the second quarter of 2018 to support its corporate strategy and the long-term financial goals shown above.

· The Company grew loans and leases in the second quarter of 2018 by 7.8% on an annualized basis. Strong loan and lease growth for the remainder of the year will help keep the Company's loan and leases to asset ratio within the targeted range of 73‑78%.

· The Company has participated, and intends to continue to participate, in a prudent manner as an acquirer in the consolidation taking place in our markets to continue to grow EPS, further boost ROAA and improve the Company's efficiency ratio. The Company announced in March 2018 the signing of definitive agreements to acquire and merge the Bates Companies into RB&T. The Company announced in July 2018 the completion of the merger of Springfield Bancshares. See Note 10 to the Consolidated Financial Statements for additional details about these strategic transactions.

· The Company has continued to focus on lowering the NPAs to total assets ratio. This ratio decreased by 12 basis points to 0.65%, compared to the first quarter 2018. This decrease was primarily due to the upgrade of one large credit that was taken out of TDR status. The Company remains committed to improving asset quality ratios in 2018 and beyond.

· Management has continued to focus on reducing the Company's reliance on wholesale funding. Core deposit growth in the second quarter of 2018 allowed wholesale funding to decrease 1%. Management continues to prioritize core deposit growth through a variety of strategies including growth in correspondent banking.

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· Correspondent banking has continued to be a core line of business for the Company. The Company is competitively positioned with experienced staff, software systems and processes to continue growing in the three states currently served – Iowa, Illinois and Wisconsin - and to expand into the Missouri market. The Company acts as the correspondent bank for 192 downstream banks with average total noninterest bearing deposits of $215.3 million that hadaverage total interest bearing deposits of $208.3 million during the first six months of 2018. This line of business provides a strong source of noninterest bearing and interest bearing deposits, fee income, high-quality loan participations and bank stock loans.

· SBA and USDA lending is a specialty lending area on which the Company has focused. Once these loans are originated, the government-guaranteed portion of the loan can be sold to the secondary market for premiums.

· As a result of the relatively low interest rate environment including a flat yield curve, the Company has focused on executing interest rate swaps on select commercial loans. The interest rate swaps allow the commercial borrowers to pay a fixed interest rate while the Company receives a variable interest rate as well as an upfront fee dependent on the pricing. Management believes that these swaps help position the Company more favorably for rising rate environments. The Company will continue to review opportunities to execute these swaps at all of its subsidiary banks, as the circumstances are appropriate for the borrower and the Company.

· Wealth management is another core line of business for the Company and includes a full range of products, including trust services, brokerage and investment advisory services, asset management, estate planning and financial planning. As of June 30, 2018, the Company had $2.72 billion of total financial assets in trust (and related) accounts and $1.05 billion of total financial assets in brokerage (and related) accounts. Continued growth in assets under management will help drive trust and investment advisory fees. The Company offers trust and investment advisory services to the correspondent banks that it serves. As management continues to focus on growing wealth management fee income, expanding market share will continue to be a primary strategy, both through organic growth as well as the acquisition of managed assets. The Company announced in March 2018 the signing of definitive agreements to acquire and merge the Bates Companies into RB&T. The acquisition and subsequent merger of the Bates Companies into RB&T will add approximately $700 million of assets under management.

GAAP TO NON-GAAP RECONCILIATIONS

The following table presents certain non-GAAP financial measures related to the “TCE/TA ratio”, “core net income”, “core net income attributable to QCR Holdings, Inc. common stockholders”, “core EPS”, “core ROAA”, “NIM (TEY)”, and “efficiency ratio”. In compliance with applicable rules of the SEC, all non-GAAP measures are reconciled to the most directly comparable GAAP measure, as follows:

· TCE/TA ratio (non-GAAP) is reconciled to stockholders' equity and total assets;

· Core net income, core net income attributable to QCR Holdings, Inc. common stockholders, core EPS and core ROAA (all non-GAAP measures) are reconciled to net income;

· NIM (TEY) (non-GAAP) is reconciled to NIM; and

· Efficiency ratio (non-GAAP) is reconciled to noninterest expense, net interest income and noninterest income.

The TCE/TA non-GAAP ratio has been a focus for investors and management believes that this ratio may assist investors in analyzing the Company's capital position without regard to the effects of intangible assets.

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The table following also includes several “core” non-GAAP measurements of financial performance. The Company's management believes that these measures are important to investors as they exclude non-recurring income and expense items; therefore, they provide a better comparison for analysis and may provide a better indicator of future run-rates.

NIM (TEY) is a financial measure that the Company's management utilizes to take into account the tax benefit associated with certain tax-exempt loans and securities. It is standard industry practice to measure net interest margin using tax-equivalent measures.

The efficiency ratio is a ratio that management utilizes to compare the Company to peers. It is a standard ratio in the banking industry and widely utilized by investors.

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although these non-GAAP financial measures are frequently used by investors to evaluate a company, they have limitations as analytical tools and should not be considered in isolation, or as a substitute for analyses of results as reported under GAAP.

	As of
GAAP TO NON-GAAP	June 30,			March 31,			December 31,			September 30,			June 30,
RECONCILIATIONS	2018			2018			2017			2017			2017
		(dollars in thousands, except per share data)
TCE/TA RATIO
Stockholders' equity (GAAP)	$	369,588		$	360,428		$	353,287		$	313,039		$	305,083
Less: Intangible assets		36,561			37,108			37,413			19,800			20,030
TCE (non-GAAP)	$	333,027		$	323,320		$	315,874		$	293,239		$	285,053
Total assets (GAAP)	$	4,106,883		$	4,026,314		$	3,982,665		$	3,550,463		$	3,457,187
Less: Intangible assets		36,561			37,108			37,413			19,800			20,030
TA (non-GAAP)	$	4,070,322		$	3,989,206		$	3,945,252		$	3,530,663		$	3,437,157
TCE/TA ratio (non-GAAP)		8.18	%		8.10	%		8.01	%		8.31	%		8.29	%

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	For the Quarter Ended									For the Six Months Ended
	June 30,			March 31,			December 31,					June 30,		June 30,
	2018			2018			2017					2018		2017
	(dollars in thousands,except per share data)
CORE NET INCOME
Net income (GAAP)	$	10,445		$	10,550		$	9,902			$	20,995		$	17,951
Less nonrecurring items (post-tax) (*):
Income:
Securities gains, net	$	—		$	—		$	(41)			$	—		$	25
Total nonrecurring income (non-GAAP)	$	—		$	—		$	(41)			$	—		$	25
Expense:
Acquisition costs	$	327		$	73		$	430			$	400		$	—
Post-acquisition compensation, transition and integration costs		130			—			2,462				130			—
Total nonrecurring expense (non-GAAP)	$	457		$	73		$	2,892			$	530		$	—
Adjustment of tax expense related to the Tax Act	$	—		$	—		$	2,919			$	—		$	—
Core net income (non-GAAP)	$	10,902		$	10,623		$	9,916			$	21,525		$	17,926
CORE EPS
Core net income (non-GAAP) (from above)	$	10,902		$	10,623		$	9,916			$	21,525		$	17,926
Weighted average common shares outstanding		13,919,565			13,888,661			13,845,497				13,904,113			13,151,833
Weighted average common and common equivalent shares outstanding		14,232,423			14,205,584			14,193,191				14,219,003			13,502,505
Core EPS (non-GAAP):
Basic	$	0.78		$	0.76		$	0.72			$	1.55		$	1.36
Diluted	$	0.77		$	0.75		$	0.70			$	1.51		$	1.33
CORE ROAA
Core net income (non-GAAP) (from above)	$	10,902		$	10,623		$	9,916			$	21,525		$	17,926
Average Assets	$	4,053,684		$	3,994,691		$	3,923,337			$	4,024,188		$	3,326,454
Core ROAA (annualized) (non-GAAP)		1.08	%		1.06	%		1.01	%			1.07	%		1.08	%
NIM (TEY)*
Net interest income (GAAP)	$	32,085		$	32,403		$	31,793			$	64,488		$	55,716
Plus: Taxequivalent adjustment		1,462			1,353			2,585				2,815			4,218
Net interest income - taxequivalent (non-GAAP)	$	33,547		$	33,756		$	34,378			$	67,303		$	59,934
Average earning assets	$	3,820,333		$	3,759,475		$	3,699,193			$	3,789,905		$	3,128,569
NIM (GAAP)		3.37	%		3.50	%		3.41	%			3.43	%		3.59	%
NIM (TEY) (non-GAAP)		3.52	%		3.64	%		3.69	%			3.58	%		3.86	%
EFFICIENCY RATIO
Noninterest expense (GAAP)	$	26,370		$	25,863		$	31,351			$	52,234		$	42,678
Net interest income (GAAP)	$	32,085		$	32,403		$	31,793			$	64,488		$	55,716
Noninterest income (GAAP)		8,912			8,541			9,714				17,454			14,066
Total income	$	40,997		$	40,944		$	41,507			$	81,942		$	69,782
Efficiency ratio (noninterest expense/total income) (non-GAAP)		64.32	%		63.17	%		75.53	%			63.75	%		61.16	%

*     Nonrecurring items (after-tax) are calculated using an estimated effective tax rate of 35% for periods prior to March 31, 2018 and 21% for periods including and after March 31, 2018.

NET INTEREST INCOME - (TAX EQUIVALENT BASIS)   

As part of the Tax Act, the Company's federal income tax rate was reduced from 35% down to 21% effective January 1, 2018. In order to compare periods before and after the effective date of the Tax Act, it's important to note the difference in the federal income tax rate and the impact on the Company's tax exempt earning assets (loans and securities) and the related tax equivalent yield reporting.

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Net interest income, on a tax equivalent basis, increased 11% to $33.5 million for the quarter ended June 30, 2018, compared to the same quarter of the prior year, and increased 12% to $67.3 million for the six months ended June 30, 2018 compared to the same period of the prior year. Excluding the tax equivalent adjustments, net interest income increased 14% for the quarter ended June 30, 2018 compared to the same quarter of the prior year, and increased 16%  for the six months ended June 30, 2018 compared to the same period of the prior year. Net interest income improved due to several factors:

· Organic loan and lease growth has been strong over the past 12 months pushing loans/leases up to 76% of total assets;

· The acquisition of Guaranty Bank in the fourth quarter of 2017, whose strong NIM has contributed to the Company's results; and

· The Company's continued strategy to redeploy funds from the lower yielding taxable securities portfolio into higher yielding loans and municipal bonds, especially with the Company's most recent acquisitions of CSB and Guaranty Bank.

A comparison of yields, spread and margin on a tax equivalent and GAAP basis is as follows:

	Tax Equivalent Basis						GAAP
	For the Quarter Ended						For the Quarter Ended
	June 30,		March 31,		June 30,		June 30,		March 31,		June 30,
	2018		2018		2017		2018		2018		2017
Average Yield on Interest-Earning Assets	4.44	%	4.41	%	4.37	%	4.28	%	4.27	%	4.09	%
Average Cost of Interest-Bearing Liabilities	1.21	%	1.03	%	0.77	%	1.21	%	1.03	%	0.77	%
Net Interest Spread	3.23	%	3.38	%	3.60	%	3.07	%	3.24	%	3.32	%
NIM	3.52	%	3.64	%	3.81	%	3.37	%	3.50	%	3.54	%
NIM Excluding Acquisition Accounting Net Accretion	3.46	%	3.56	%	3.61	%	3.31	%	3.42	%	3.34	%

	Tax Equivalent Basis				GAAP
	For the Six Months Ended				For the Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2018		2017		2018		2017
Average Yield on Interest-Earning Assets	4.42	%	4.38	%	4.28	%	4.11	%
Average Cost of Interest-Bearing Liabilities	1.13	%	0.73	%	1.13	%	0.73	%
Net Interest Spread	3.29	%	3.65	%	3.15	%	3.38	%
NIM	3.58	%	3.86	%	3.43	%	3.59	%
NIM Excluding Acquisition Accounting Net Accretion	3.51	%	3.63	%	3.37	%	3.36	%

Acquisition accounting net accretion can fluctuate depending on the payoff activity of the acquired loans. In evaluating net interest income and NIM, it's important to understand the impact of acquisition accounting net accretion when comparing periods. The above table reports NIM with and without the acquisition accounting net accretion to allow for more appropriate comparisons.  A comparison of acquisition accounting net accretion included in NIM is as follows:

		For the Quarter Ended						For the Six Months Ended
		June 30,		March 31,		June 30,		June 30,		June 30,
		2018		2018		2017		2018		2017
	dollars in thousands
Acquisition Accounting Net Accretion in NIM	$	545	$	699	$	1,553	$	1,244	$	3,584

NIM on a tax equivalent basis was down 12 basis points on a linked quarter basis.  .  Excluding acquisition accounting net accretion, NIM was down 10 basis points on a linked quarter basis.  This margin compression was primarily due to the following:

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· Increases in the cost of funds due to both mix and rate as the Company continues to grow larger commercial and public deposits which tend to have higher interest rate sensitivity;

· In the first quarter of 2018, the Company recognized elevated loan origination fee income through NIM for select commercial loans which contributed to approximately five basis points of the core NIM decline;

· With the flat yield curve and continued competition in our markets, loan pricing continues to be pressured.  The Company had success in widening spreads as core loan yields increased 13 basis points on linked quarter basis; however, the pace and magnitude of the widening has been offset by the increasing cost of funds;

· The majority of the Company’s earning asset growth in the second quarter of 2018 occurred at the end of the quarter.

The Company's management closely monitors and manages NIM. From a profitability standpoint, an important challenge for the Company's subsidiary banks and leasing company is focusing on quality growth in conjunction with  the improvement of their NIMs. Management continually addresses this issue with pricing and other balance sheet management strategies which included better loan pricing, reducing reliance on very rate-sensitive funding, closely managing deposit rate increases and finding additional ways to manage cost of funds through derivatives.

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The Company's average balances, interest income/expense, and rates earned/paid on major balance sheet categories, as well as the components of change in net interest income, are presented in the following tables:

	For the three months ended June 30,
	2018								2017
				Interest		Average						Interest		Average
	Average			Earned		Yield or			Average			Earned		Yield or
	Balance			or Paid		Cost			Balance			or Paid		Cost
	(dollars in thousands)
ASSETS
Interest earning assets:
Federal funds sold	$	18,561		$	61		1.32	%	$	18,742		$	38		0.81	%
Interest-bearing deposits at financial institutions		54,879			228		1.67	%		86,236			220		1.02	%
Investment securities (1)		648,276			5,752		3.56	%		573,747			5,384		3.76	%
Restricted investment securities		21,100			212		4.03	%		13,226			132		4.00	%
Gross loans/leases receivable (1) (2) (3)		3,077,517			36,008		4.69	%		2,488,828			28,881		4.65	%
Total interest earning assets	$	3,820,333		$	42,261		4.44	%	$	3,180,779		$	34,655		4.37	%
Noninterest-earning assets:
Cash and due from banks	$	68,266							$	63,526
Premises and equipment		63,665								61,327
Less allowance		(36,960)								(32,361)
Other		138,380								104,924
Total assets	$	4,053,684							$	3,378,195
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
Interest-bearing deposits	$	1,919,406			4,089		0.85	%	$	1,566,106			1,835		0.47	%
Time deposits		665,643			2,439		1.47	%		527,719			1,156		0.88	%
Short-term borrowings		19,024			63		1.33	%		17,936			19		0.42	%
FHLB advances		174,826			882		2.02	%		76,739			354		1.85	%
Other borrowings		67,044			733		4.39	%		72,000			696		3.88	%
Junior subordinated debentures		37,558			508		5.43	%		33,530			347		4.15	%
Total interest-bearing liabilities	$	2,883,501		$	8,714		1.21	%	$	2,294,030		$	4,407		0.77	%
Noninterest-bearing demand deposits	$	757,954							$	741,886
Other noninterest-bearing liabilities		47,198								41,411
Total liabilities	$	3,688,653							$	3,077,327
Stockholders' equity		365,031								300,868
Total liabilities and stockholders' equity	$	4,053,684							$	3,378,195
Net interest income				$	33,547							$	30,248
Net interest spread							3.23	%							3.60	%
Net interest margin							3.52	%							3.81	%
Ratio of average interest-earning assets to average interest-bearing liabilities		132.49	%							138.65	%

(1) Interest earned and yields on nontaxable investment securities and nontaxable loans are determined on a tax equivalent basis using a 35% tax rate for periods prior to March 31, 2018 and 21% for periods including and after March 31, 2018.

(2) Loan/lease fees are not material and are included in interest income from loans/leases receivable in accordance with accounting and regulatory guidance.

(3) Non-accrual loans/leases are included in the average balance for gross loans/leases receivable in accordance with accounting and regulatory guidance.

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Analysis of Changes of Interest Income/Interest Expense

For the three months ended June 30, 2018

	Inc./(Dec.)		Components
	from		of Change (1)
	Prior Period		Rate		Volume
	2018 vs. 2017
	(dollars in thousands)
INTEREST INCOME
Federal funds sold	$	23	$	25	$	(2)
Interest-bearing deposits at financial institutions		8		412		(404)
Investment securities (2)		368		(1,549)		1,917
Restricted investment securities		80		1		79
Gross loans/leases receivable (2) (3) (4)		7,127		241		6,886
Total change in interest income	$	7,606	$	(870)	$	8,476
INTEREST EXPENSE
Interest-bearing deposits	$	2,254	$	1,767	$	487
Time deposits		1,283		924		359
Short-term borrowings		44		43		1
Federal Home Loan Bank advances		528		36		492
Other borrowings		37		276		(239)
Junior subordinated debentures		161		116		45
Total change in interest expense	$	4,307	$	3,162	$	1,145
Total change in net interest income	$	3,299	$	(4,032)	$	7,331

(1) The column "Inc./(Dec.) from Prior Period" is segmented into the changes attributable to variations in volume and the changes attributable to changes in interest rates. The variations attributable to simultaneous volume and rate changes have been proportionately allocated to rate and volume.

(2) Interest earned and yields on nontaxable investment securities and nontaxable loans are determined on a tax equivalent basis using a 35% tax rate for periods prior to March 31, 2018 and 21% for periods including and after March 31, 2018.

(3) Loan/lease fees are not material and are included in interest income from loans/leases receivable in accordance with accounting and regulatory guidance.

(4) Non-accrual loans/leases are included in the average balance for gross loans/leases receivable in accordance with accounting and regulatory guidance.

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	For the six months ended June 30,
	2018								2017
				Interest		Average						Interest		Average
	Average			Earned		Yield or			Average			Earned		Yield or
	Balance			or Paid		Cost			Balance			or Paid		Cost
ASSETS
Interest earning assets:
Federal funds sold	$	19,132		$	118		1.24	%	$	14,917		$	53		0.72	%
Interest-bearing deposits at financial institutions		52,205			425		1.64			89,394			418		0.94	%
Investment securities (1)		648,656			11,418		3.55			567,101			10,543		3.75	%
Restricted investment securities		21,465			446		4.19			13,549			262		3.90	%
Gross loans/leases receivable (1) (2) (3)		3,048,447			70,753		4.68			2,443,608			56,741		4.68	%
Total interest earning assets	$	3,789,905			83,160		4.42		$	3,128,569			68,017		4.38	%
Noninterest-earning assets:
Cash and due from banks	$	67,745							$	64,409
Premises and equipment, net		63,530								61,152
Less allowance for estimated losses on loans/leases		(36,048)								(31,930)
Other		139,057								104,256
Total assets	$	4,024,189							$	3,326,456
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
Interest-bearing demand deposits	$	1,873,817			7,109		0.77	%	$	1,486,876			2,974		0.40	%
Time deposits		641,152			4,301		1.35			519,419			2,249		0.87	%
Short-term borrowings		18,148			95		1.06			21,562			43		0.40	%
Federal Home Loan Bank advances		205,758			1,946		1.91			95,548			758		1.60	%
Other borrowings		65,862			1,451		4.44			73,381			1,379		3.79	%
Junior subordinated debentures		37,534			955		5.13			33,514			680		4.09	%
Total interest-bearing liabilities	$	2,842,271			15,857		1.13		$	2,230,300			8,083		0.73	%
Noninterest-bearing demand deposits	$	776,314							$	757,566
Other noninterest-bearing liabilities		44,826								42,704
Total liabilities	$	3,663,411							$	3,030,569
Stockholders' equity		360,778								295,887
Total liabilities and stockholders' equity	$	4,024,189							$	3,326,456
Net interest income				$	67,303							$	59,934
Net interest spread							3.29	%							3.65	%
Net interest margin							3.58	%							3.86	%
Ratio of average interest earning assets to average interest-bearing liabilities		133.34	%							140.28	%

(1) Interest earned and yields on nontaxable investment securities and nontaxable loans are determined on a tax equivalent basis using a 35% tax rate for periods prior to March 31, 2018 and 21% for periods including and after March 31, 2018.

(2) Loan/lease fees are not material and are included in interest income from loans/leases receivable in accordance with accounting and regulatory guidance.

(3) Non-accrual loans/leases are included in the average balance for gross loans/leases receivable in accordance with accounting and regulatory guidance.

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Analysis of Changes of Interest Income/Interest Expense
For the six months ended June 30, 2018
	Inc./(Dec.)		Components
	from		of Change (1)
	Prior Period		Rate		Volume
	2018 vs. 2017
	(dollars in thousands)
INTEREST INCOME
Federal funds sold	$	65	$	47	$	18
Interest-bearing deposits at other financial institutions		7		454		(447)
Investment securities (2)		875		(1,414)		2,289
Restricted investment securities		184		21		163
Gross loans/leases receivable (2) (3) (4)		14,012		(80)		14,092
Total change in interest income	$	15,143	$	(972)	$	16,115
INTEREST EXPENSE
Interest-bearing demand deposits	$	4,135	$	3,205	$	930
Time deposits		2,052		1,438		614
Short-term borrowings		52		73		(21)
Federal Home Loan Bank advances		1,188		170		1,018
Other borrowings		72		403		(331)
Junior subordinated debentures		275		(40)		315
Total change in interest expense	$	7,774	$	5,249	$	2,525
Total change in net interest income	$	7,369	$	(6,221)	$	13,590

(1) The column "Inc./(Dec.) from Prior Period" is segmented into the changes attributable to variations in volume and the changes attributable to changes in interest rates. The variations attributable to simultaneous volume and rate changes have been proportionately allocated to rate and volume.

(2) Interest earned and yields on nontaxable investment securities and nontaxable loans are determined on a tax equivalent basis using a 35% tax rate for periods prior to March 31, 2018 and 21% for periods including and after March 31, 2018.

(3) Loan/lease fees are not material and are included in interest income from loans/leases receivable in accordance with accounting and regulatory guidance.

(4) Non-accrual loans/leases are included in the average balance for gross loans/leases receivable in accordance with accounting and regulatory guidance.

CRITICAL ACCOUNTING POLICIES

The Company's financial statements are prepared in accordance with GAAP. The financial information contained within these statements is, to a significant extent, financial information that is based on approximate measures of the financial effects of transactions and events that have already occurred. Certain critical accounting policies are described below.

ALLOWANCE FOR LOAN AND LEASE LOSSES

Based on its consideration of accounting policies that involve the most complex and subjective decisions and assessments, management has identified its most critical accounting policy to be that related to the allowance for loan and lease losses.

The Company's allowance methodology incorporates a variety of risk considerations, both quantitative and qualitative, in establishing an allowance that management believes is appropriate at each reporting date. Quantitative factors include the Company's historical loss experience, delinquency and charge-off trends, collateral values, changes in NPLs, and other factors. Quantitative factors also incorporate known information about individual loans/leases, including borrowers' sensitivity to interest rate movements.

Qualitative factors include management's view regarding the general economic environment in the Company's markets, including economic conditions throughout the Midwest and, in particular, the state of certain industries. Size and

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complexity of individual credits in relation to loan/lease structures, existing loan/lease policies and pace of portfolio growth are other qualitative factors that are considered in the methodology.

Management may report a materially different amount for the provision in the statement of income to change the allowance if its assessment of the above factors were different. This discussion and analysis should be read in conjunction with the Company's financial statements and the accompanying notes presented elsewhere herein, as well as the section entitled “Financial Condition” of this Management's Discussion and Analysis that discusses the allowance.

Although management believes the level of the allowance as of June 30, 2018 was adequate to absorb losses in the loan/lease portfolio, a decline in local economic conditions, or other factors, could result in increasing losses that cannot be reasonably predicted at this time.

RESULTS OF OPERATIONS

INTEREST INCOME

Interest income increased 26%, comparing the second quarter of 2018 to the same period of 2017 and comparing the first half of 2018 to the same period of 2017. This increase was primarily the result of strong organic loan growth, the acquisition of Guaranty Bank, and improved pricing with the rising rate environment.  Although the latter has been less than the Company would like due to competitive pressures and the flat yield cureve, the Company is focused on growing loans at higher rates with widening spreads to more than effect the rising cost of funds

Overall, the Company's average earning assets increased 20%, comparing the second quarter of 2018 to the second quarter of 2017. During the same time period, average gross loans and leases increased 24%, while average investment securities increased 13% with a portion being private placement tax-exempt municipal securities.  Average earning assets increased 21%, comparing the first half of 2018 to the same period of 2017.  Average gross loans and leases increased 25% and average investment securities increased 14%, comparing the first half of 2018 to the same period to 2017. These increases were also the result of strong loan growth and the acquisition of Guaranty Bank.

The Company intends to continue to grow quality loans and leases as well as its private placement tax-exempt securities portfolio to maximize yield while minimizing credit and interest rate risk.

INTEREST EXPENSE

Interest expense for the second quarter of 2018 increased 98% from the second quarter of 2017 and increased 96%, comparing the first half of 2018 to the same period of 2017. The acquisition of Guaranty Bank contributed to this increase as we added over $200MM in deposits.  Additionally, as the Company has grown organically at a significant pace over the past several years, the loan growth has been funded in larger part by bigger depositor relationships with higher rate sensitivity and many of those relationships which have pricing tied to a certain index.  As a result, the cost of these funds is higher than the rest of the Company’s core deposit portfolio, and the cost rises at a higher rate (beta) as market interest rates rise which has been the case over the past several quarters.  The beta on the balance of the Company’s core deposit portfolio has performed well and is much lower than the beta on these relationships with pricing tied to a certain index.  Additionally, the loan growth has outpaced deposit growth, short-term borrowings have increased to fill in the funding gap and the cost of these funds has increased with the rising rate environment. 

The Company's management intends to continue to shift the mix of funding from wholesale funds to well-priced core deposits, including noninterest-bearing deposits. Continuing this trend is expected to strengthen the Company's franchise value, reduce funding costs, and increase fee income opportunities through deposit service charges.

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PROVISION FOR LOAN/LEASE LOSSES

The provision is established based on a number of factors, including the Company's historical loss experience, delinquencies and charge-off trends, the local and national economy and risk associated with the loans/leases in the portfolio as described in more detail in the “Critical Accounting Policies” section.

The Company's provision totaled $2.3 million for the second quarter of 2018, which was an increase of $278 thousand or 14% from the same quarter of the prior year.   Provision for the first six months of the year totaled $4.8 million, which was up $712 thousand or 17%, compared to the first six months of 2017.  The increase from the second quarter of 2017 to the second quarter of 2018 was primarily attributable to loan growth and the accounting for the loans acquired through the acquisitions of CSB and Guaranty Bank. As acquired loans renew, the discount associated with those loans is eliminated and the Company must establish an allowance through provision. This provision, when coupled with net charge-offs of $1.7 million for the first six months of 2018, increased the Company's allowance to $37.5 million at June 30, 2018. As of June 30, 2018, the Company's allowance to total loans/leases was 1.21%, which was relatively flat from 1.20% at March 31, 2018 and down from 1.31% at June 30, 2017.

In accordance with GAAP for business combination accounting, acquired loans are recorded at fair value; therefore, no allowance is associated with such loans at acquisition. Management continues to evaluate the allowance needed on acquired loans factoring in the net remaining discount ($6.6 million and $6.3 million at June 30, 2018 and June 30, 2017, respectively). When factoring this remaining discount into the Company's allowance to total loans and leases calculation, the Company's allowance as a percentage of total loans and leases increases from 1.21% to 1.42% as of June 30, 2018 and increases from 1.31% to 1.55% as of June 30, 2017.

A more detailed discussion of the Company's allowance can be found in the “Financial Condition” section of this Report.

NONINTEREST INCOME

	Three Months Ended
	June 30,		June 30,
	2018		2017		$ Change		% Change
Trust department fees	$	2,057,987	$	1,692,001	$	365,986	21.6	%
Investment advisory and management fees		1,057,666		868,835		188,831	21.7
Deposit service fees		1,610,403		1,458,359		152,044	10.4
Gains on sales of residential real estate loans, net		101,772		112,628		(10,856)	(9.6)
Gains on sales of government guaranteed portions of loans, net		—		87,053		(87,053)	(100.0)
Swap fee income		1,648,885		327,577		1,321,308	403.4
Securities gains, net		—		38,464		(38,464)	(100.0)
Earnings on bank-owned life insurance		399,273		459,359		(60,086)	(13.1)
Debit card fees		844,286		743,521		100,765	13.6
Correspondent banking fees		212,530		200,057		12,473	6.2
Other		979,464		794,664		184,800	23.3
Total noninterest income	$	8,912,266	$	6,782,518	$	2,129,748	31.4	%

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	Six Months Ended
	June 30,		June 30,
	2018		2017		$ Change		% Change
Trust department fees	$	4,295,068	$	3,432,208	$	862,860	25.1	%
Investment advisory and management fees		2,010,010		1,830,434		179,576	9.8
Deposit service fees		3,141,856		2,774,749		367,107	13.2
Gains on sales of residential real estate loans, net		202,587		208,951		(6,364)	(3.0)
Gains on sales of government guaranteed portions of loans, net		358,434		1,037,694		(679,260)	(65.5)
Swap fee income		2,607,579		441,097		2,166,482	491.2
Securities gains, net		—		38,464		(38,464)	(100.0)
Earnings on bank-owned life insurance		817,260		929,046		(111,786)	(12.0)
Debit card fees		1,610,394		1,446,322		164,072	11.3
Correspondent banking fees		477,357		445,246		32,111	7.2
Other		1,933,170		1,482,061		451,109	30.4
Total noninterest income	$	17,453,715	$	14,066,272	$	3,387,443	24.1	%

In recent years, the Company has been successful in expanding its wealth management customer base. Trust department fees continue to be a significant contributor to noninterest income and, due to favorable market conditions in early 2018 coupled with strong growth in assets under management, trust department fees increased 22%, comparing the second quarter of 2018 to the same period of the prior year. Trust department fees increased 25% when comparing the first half of 2018 to the same period of the prior year.  Income is generated primarily from fees charged based on assets under administration for corporate and personal trusts and for custodial services. The majority of the trust department fees are determined based on the value of the investments within the fully-managed trusts. Additionally, the Company started offering trust operations services to correspondent banks.

Investment advisory and management fees increased 22%, comparing the second quarter of 2018 to the same period of the prior year, and they increased 10% when comparing the first half of 2018 to the first half of 2017. Management has placed a stronger emphasis on growing its investment advisory and management services. Part of this initiative has been to restructure the Company's Wealth Management Division to allow for more efficient delivery of products and services through selective additions of talent as well as the leverage of and collaboration among existing resources (including the aforementioned trust department). Similar to trust department fees, these fees are largely determined based on the value of the investments managed. The Company announced in March 2018 the signing of definitive agreements to acquire and merge the Bates Companies into RB&T. The acquisition and subsequent merger of the Bates Companies into RB&T will add approximately $700 million of assets under management.  This acquisition is expected to close early in the fourth quarter of 2018.

Deposit service fees expanded 10% comparing the second quarter of 2018 to the same period of the prior year and expanded 13% when comparing the first half of 2018 to the same period of the prior year. This increase was primarily the result of the growth in deposits due to the acquisition of Guaranty Bank. Additionally, the Company continues its emphasis on shifting the mix of deposits from brokered and retail time deposits to non-maturity demand deposits across all its markets. With this continuing shift in mix, the Company has increased the number of demand deposit accounts, which tend to be lower in interest cost and higher in service fees. The Company plans to continue this shift in mix and to further focus on growing deposit service fees.

Gains on sales of residential real estate loans decreased 10% when comparing the second quarter of 2018 to the same period of the prior year and decreased 3% when comparing the first half of 2018 to the same period of the prior year. Overall, with the continued low interest rate environment, refinancing activity has slowed, as many of the Company's existing and prospective customers have already executed a refinancing. Therefore, this area has generally become a smaller contributor to overall noninterest income.

The Company's gains on the sale of government-guaranteed portions of loans for the second quarter of 2018 decreased 100% compared to the second quarter of 2017 and decreased 66% when comparing the first half of 2018 to the same period

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of the prior year. Given the nature of these gains, large fluctuations can occur from quarter-to-quarter and year-to-year. As one of its core strategies, the Company continues to leverage its expertise by taking advantage of programs offered by the SBA and the USDA. In the past several years, the Company's portfolio of government-guaranteed loans has grown as a direct result of the Company's strong expertise in SBA and USDA lending. In some cases, it is more beneficial for the Company to sell the government-guaranteed portion on the secondary market for a premium rather than retain the loans in the Company's portfolio. Sales activity for government-guaranteed portions of loans tends to fluctuate depending on the demand for loans that fit the criteria for the government guarantee. Further, the size of the transactions can vary and, as the gain is determined as a percentage of the guaranteed amount, the resulting gain on sale can vary. Lastly, a strategy for improved pricing is packaging loans together for sale. From time to time, the Company may execute on this strategy, which may delay the gains on sales of some loans to achieve better pricing.  Recently, competitors have been offering SBA loan candidates traditional financing without the guarantee and the Company is not willing to relax structure for those lending opportunities.

As a result of the continued relatively low interest rate environment including a flat yield curve, the Company was able to execute numerous interest rate swaps on select commercial loans. The interest rate swaps allow the commercial borrowers to pay a fixed interest rate while the Company receives a variable interest rate as well as an upfront fee dependent upon the pricing. Management believes that these swaps help position the Company more favorably for rising rate environments. Management will continue to review opportunities to execute these swaps at all of its subsidiary banks, as the circumstances are appropriate for the borrower and the Company. An optimal interest rate swap candidate must be of a certain size and sophistication which can lead to volatility in activity from quarter to quarter. Swap fee income totaled $1.6 million for the second quarter of 2018, compared to $328 thousand for the second quarter of 2017. Swap fee income totaled $2.6 million for the first half of 2018 compared to $441 thousand in the first half of 2017.  Future levels of swap fee income are also dependent upon prevailing interest rates.

Earnings on BOLI decreased 13% comparing the second quarter of 2018 to the first quarter of 2018 and decreased 12% comparing the first half of 2018 to the first half of 2017.  There were no purchases of BOLI within the last 12 months. Notably, a small portion of the Company's BOLI is variable rate whereby the returns are determined by the performance of the equity market. Equity market performance accounted for the majority of the decrease in earnings on BOLI. Management intends to continue to review its BOLI investments to be consistent with policy and regulatory limits in conjunction with the rest of its earning assets in an effort to maximize returns while minimizing risk.

Debit card fees are the interchange fees paid on certain debit card customer transactions. Debit card fees increased 14% comparing the second quarter of 2018 to the second quarter of the prior year and increased 11% comparing the first half of 2018 to the first half of 2017. This increase was primarily related to the acquisition of Guaranty Bank in the fourth quarter of 2017. These fees can vary based on customer debit card usage, so fluctuations from period to period may occur. As an opportunity to maximize fees, the Company offers a retail deposit product with a higher interest rate that incentivizes debit card activity, which has been taken advantage of by the Company's customers.

Correspondent banking fees increased 6% comparing the second quarter of 2018 to the second quarter of the prior year and increased 7% comparing the first half of 2018 to the first half of 2017. Management will continue to evaluate earnings credit rates and the resulting impact on deposit balances and fees while balancing the ability to grow market share. Correspondent banking continues to be a core strategy for the Company, as this line of business provides a high level of deposits that can be used to fund loan growth as well as a steady source of fee income.   The Company now serves approximately 192 banks in Iowa, Illinois and Wisconsin.

Other noninterest income increased 23% comparing the second quarter of 2018 to the second quarter of the prior year and increased 30% comparing the first half of 2018 to the first half of 2017.  These increases were primarily driven by fluctuations in net gains recognized on the disposal of leased assets.

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NONINTEREST EXPENSE

The following tables set forth the various categories of noninterest expense for the three and six months ended June 30, 2018 and 2017.

	Three Months Ended
	June 30,		June 30,
	2018		2017		$ Change		% Change
Salaries and employee benefits	$	15,804,016	$	12,930,944	$	2,873,072	22.2	%
Occupancy and equipment expense		3,132,658		2,698,336		434,322	16.1
Professional and data processing fees		2,771,223		2,340,699		430,524	18.4
Acquisition costs		413,602		—		413,602	100.0
Post-acquisition compensation, transition and integration costs		165,314		—		165,314	100.0
FDIC insurance, other insurance and regulatory fees		840,458		645,277		195,181	30.2
Loan/lease expense		260,089		260,284		(195)	(0.1)
Net cost of (income from) operations of other real estate		(70,190)		27,957		(98,147)	(351.1)
Advertising and marketing		753,084		567,588		185,496	32.7
Bank service charges		466,091		447,445		18,646	4.2
Correspondent banking expense		204,337		201,693		2,644	1.3
CDI amortization expense		304,551		230,867		73,684	31.9
Other		1,324,590		1,053,539		271,051	25.7
Total noninterest expense	$	26,369,823	$	21,404,629	$	4,965,194	23.2	%

	Six Months Ended
	June 30,		June 30,
	2018		2017		$ Change		% Change
Salaries and employee benefits	$	31,781,991	$	26,238,275	$	5,543,716	21.1	%
Occupancy and equipment expense		6,198,469		5,200,555		997,914	19.2
Professional and data processing fees		5,478,939		4,424,091		1,054,848	23.8
Acquisition costs		506,141		—		506,141	100.0
Post-acquisition compensation, transition and integration costs		165,314		—		165,314	100.0
FDIC insurance, other insurance and regulatory fees		1,596,669		1,266,519		330,150	26.1
Loan/lease expense		550,836		553,822		(2,986)	(0.5)
Net cost of operations of other real estate		61,552		42,187		19,365	45.9
Advertising and marketing		1,446,323		1,177,019		269,304	22.9
Bank service charges		906,662		871,346		35,316	4.1
Correspondent banking expense		409,091		400,044		9,047	2.3
CDI amortization		609,102		461,733		147,369	31.9
Other		2,522,231		2,042,155		480,076	23.5
Total noninterest expense	$	52,233,320	$	42,677,746	$	9,555,574	22.4	%

Management places a strong emphasis on overall cost containment and is committed to improving the Company's general efficiency. One-time charges relating to acquisitions are expected to impact expense throughout 2018.

Salaries and employee benefits, which is the largest component of noninterest expense, increased from the second quarter of 2017 to the second quarter of 2018 by 22%.   This line item also increased 21% when comparing the first half of 2018 to the first half of 2017. This increase was primarily related to new hires, merit increases and the addition of the Guaranty Bank employees. To help support recent and expected growth, the Company is adding to operational infrastructure and investing in additional staffing both at the corporate level and at some of the bank charters.  Some of these hires are opportunistic, as the Company takes advantage of strong talent in the marketplace as a result of ongoing industry consolidation. 

Occupancy and equipment expense increased 16%, comparing the second quarter of 2018 to the same period of the prior year and increased 19% comparing the first half of 2018 to the same period of the prior year. The increased expense was primarily due to the addition of Guaranty Bank.

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Professional and data processing fees increased 18%, comparing the second quarter of 2018 to the same period in 2017 and increased 24% comparing the first half of 2018 to the same period of the prior year. This increased expense was partially due to the addition of Guaranty Bank. Additionally, legal expense was also elevated due to a legal matter at RB&T where two employees have been charged with wrongdoing in connection with an SBA loan application. The Company anticipates these legal expenses will continue to increase until the court proceedings are completed, which the Company expects to be in late 2018. Neither RB&T nor the Company have been charged in the case. Generally, professional and data processing fees can fluctuate depending on certain one-time project costs. Management will continue to focus on minimizing one-time costs and driving recurring costs down through contract renegotiation or managed reduction in activity where costs are determined on a usage basis.

Acquisition costs totaled $413 thousand for the second quarter of 2018 and $506 thousand for the first half of 2018. There were no acquisition costs in the first half of 2017.  These costs were comprised primarily of legal, accounting and investment banking costs related to the acquisitions described in Note 10 to the Consolidated Financial Statements.

Post-acquisition costs totaled $165 thousand for the second quarter of 2018 and for the first half of 2018.  These costs were comprised primarily of personnel costs, IT integration, and data conversion costs related to acquisitions.

FDIC insurance, other insurance and regulatory fee expense increased 30%, comparing the second quarter of 2018 to the second quarter of 2017 and increased 26% comparing the first half of 2018 to the same period of the prior year. The increase in expense was due to the acquisition of Guaranty Bank.

Loan/lease expense remained flat when comparing the second quarter of 2018 to the same quarter of 2017 as well as when comparing the first half of 2018 to the same period of the prior year. Generally, loan/lease expense has a direct relationship with the level of NPLs; however, it may deviate depending upon the individual NPLs.

Net cost of/income from operations of other real estate includes gains/losses on the sale of OREO, write-downs of OREO and all income/expenses associated with OREO. Net income from operations of other real estate totaled $70 thousand for the second quarter of 2018, compared to net costs of operations of $28 thousand for the second quarter of 2017.  Net cost of operations of other real estate totaled $62 thousand for the first half of 2018 compared to $42 thousand for the same period of the prior year.

Advertising and marketing expense increased 33%, comparing the second quarter of 2018 to the second quarter of 2017 and increased 23% comparing the first half of 2018 to the same period of the prior year. The increase in expense was primarily due to the addition of Guaranty Bank.

Bank service charges, a large portion of which includes indirect costs incurred to provide services to QCBT's correspondent banking customer portfolio, increased 4% from the second quarter of 2017 to the second quarter of 2018 and increased 4%, comparing the first half of 2018 to the same period of the prior year.  The increase was due, in large part, to the success QCBT has had in growing its correspondent banking customer portfolio. As transactions volumes continue to increase and the number of correspondent banking clients increases, the associated expenses will also increase.

Correspondent banking expense increased 1% when comparing the second quarter of 2018 to the second quarter of 2017 and increased 2% when comparing the first half of 2018 to the same period of the prior year.  The increase was due to both increases in volume and in the number of correspondent banking clients. These are direct costs incurred to provide services to QCBT's correspondent banking customer portfolio, including safekeeping and cash management services.

CDI amortization expense increased 32% when comparing the second quarter of 2018 to the second quarter of 2017 and  when comparing the first half of 2018 to the same period of the prior year. The increase was due to the acquisition of Guaranty Bank.

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Other noninterest expense was up 26% when comparing the second quarter of 2018 to the second quarter of 2017 and increased 24% when comparing the first half of 2018 to the same period of the prior year. Included in other noninterest expense are items such as subscriptions, sales and use tax and expenses related to wealth management. A portion of this increase is related to the addition of Guaranty Bank.

INCOME TAXES

In the second quarter of 2018, the Company incurred income tax expense of $1.9 million. During the first half of the year, the Company incurred income tax expense of $3.9 million.  Following is a reconciliation of the expected income tax expense to the income tax expense included in the consolidated statements of income for the three and six months ended June 30, 2018 and 2017.

	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2018				2017				2018				2017
			% of				% of				% of				% of
			Pretax				Pretax				Pretax				Pretax
	Amount		Income		Amount		Income		Amount		Income		Amount		Income
Computed "expected" tax expense	$	2,588,503	21.0	%	$	3,990,557	35.0	%	$	5,222,119	21.0	%	$	8,041,601	35.0	%
Tax exempt income, net		(956,089)	(7.8)			(1,433,903)	(12.6)			(1,899,190)	(7.6)			(2,739,330)	(11.9)
Bank-owned life insurance		(83,848)	(0.7)			(160,775)	(1.4)			(171,625)	(0.7)			(325,166)	(1.4)
State income taxes, net of federal benefit, current year		557,656	4.5			394,410	3.5			1,109,124	4.5			802,735	3.5
Excess tax benefit on stock options exercised and restricted stock awards vested		(200,644)	(1.6)			(89,545)	(0.8)			(333,005)	(1.3)			(622,867)	(2.7)
Other		(24,759)	(0.1)			(65,168)	(0.6)			(55,534)	(0.3)			(131,951)	(0.6)
Federal and state income tax expense	$	1,880,819	15.3	%	$	2,635,576	23.1	%	$	3,871,889	15.6	%	$	5,025,022	21.9	%

The effective tax rate for the quarter ended June 30, 2018 was 15.3% which was a 7.8% decrease from the effective tax rate of 23.1% for the quarter ended June 30, 2017. The effective tax rate for the six months ended June 30, 2018 was 15.6%, which was a decrease over the effective tax rate of 21.9% for the six months ended June 30, 2017.  The Tax Act was enacted on December 22, 2017 and was effective January 1, 2018 reducing the federal corporate tax rate from 35% to 21%.

FINANCIAL CONDITION

Following is a table that represents the major categories of the Company's balance sheet.

	As of
	June 30, 2018				March 31, 2018				December 31, 2017				June 30, 2017
	(dollars in thousands)
	Amount		%		Amount		%		Amount		%		Amount		%
Cash and due from banks	$	69,069	2	%	$	61,846	2	%	$	75,722	2	%	$	77,161	2	%
Federal funds sold and interest-bearing deposits		51,667	1	%		59,557	1	%		85,962	2	%		72,354	2	%
Securities		657,997	16	%		638,229	16	%		652,382	16	%		593,485	17	%
Net loans/leases		3,077,247	75	%		3,018,370	75	%		2,930,130	74	%		2,520,209	73	%
Other assets		250,903	6	%		248,312	6	%		238,469	6	%		193,978	6	%
Total assets	$	4,106,883	100	%	$	4,026,314	100	%	$	3,982,665	100	%	$	3,457,187	100	%
Total deposits	$	3,298,276	81	%	$	3,280,001	82	%	$	3,266,655	82	%	$	2,870,234	83	%
Total borrowings		380,392	9	%		334,802	8	%		309,480	8	%		230,264	7	%
Other liabilities		58,627	1	%		51,083	1	%		53,243	1	%		51,606	1	%
Total stockholders' equity		369,588	9	%		360,428	9	%		353,287	9	%		305,083	9	%
Total liabilities and stockholders' equity	$	4,106,883	100	%	$	4,026,314	100	%	$	3,982,665	100	%	$	3,457,187	100	%

During the second quarter of 2018, the Company's total assets increased $80.6 million, or 2%, to a total of $4.1 billion. Net loans/leases grew $58.9 million. This loan and lease growth was funded by deposits, which increased $18.3 million in the second quarter of 2018, and borrowings, which increased $45.6 million in the second quarter of 2018. Stockholders' equity increased $9.2 million, or 3%, in the current quarter due to net retained income.

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INVESTMENT SECURITIES

The composition of the Company's securities portfolio is managed to meet liquidity needs while prioritizing the impact on interest rate risk and maximizing return, while minimizing credit risk. Over the past five years, the Company has further diversified the portfolio by decreasing U.S government sponsored agency securities, while increasing residential mortgage-backed and related securities and tax-exempt municipal securities. Of the latter, the large majority are privately placed tax-exempt debt issuances by municipalities located in the Midwest (with some in or near the Company's existing markets) and require a thorough underwriting process before investment.

Following is a breakdown of the Company's securities portfolio by type, the percentage of unrealized gains (losses) to carrying value on the total portfolio, and the portfolio duration:

	As of
	June 30, 2018					March 31, 2018					December 31, 2017					June 30, 2017
	Amount			%		Amount			%		Amount			%		Amount			%
	(dollars in thousands)
U.S. govt. sponsored agency securities	$	35,667		5	%	$	36,868		6	%	$	38,097		6	%	$	41,944		7	%
Municipal securities		458,510		70	%		438,736		69	%		445,049		68	%		381,254		64	%
Residential mortgage-backed and related securities		158,534		24	%		157,289		24	%		163,301		25	%		164,415		28	%
Other securities		5,286		1	%		5,336		1	%		5,935		1	%		5,872		1	%
	$	657,997		100	%	$	638,229		100	%	$	652,382		100	%	$	593,485		100	%
Securities as a % of Total Assets		16.02	%				15.85	%				16.38	%				17.17	%
Net Unrealized Losses as a % of Amortized Cost		(1.58)	%				(1.01)	%				(0.13)	%				(0.33)	%
Duration (in years)		7.0					6.9					7.0					6.3
Quarterly Yield on Investment Securities (TEY)		3.56	%				3.65	%				3.82	%				3.76	%
Quarterly Yield on Investment Securities (GAAP)		3.02	%				3.03	%				2.77	%				2.75	%

Management monitors the level of unrealized gains/losses including performing quarterly reviews of individual securities for evidence of OTTI. Management identified no OTTI in any of the periods presented.

The duration of the securities portfolio shortened modestly with the TEY on the portfolio decreasing 26 bps in the first half of 2018; however, excluding the tax benefit and the related variance due to the lower tax rate, the portfolio yield expanded 25 basis points.

The Company has not invested in private mortgage-backed securities or pooled trust preferred securities. Additionally, the Company has not invested in the types of securities subject to the Volcker Rule (a provision of the Dodd-Frank Act).

See Note 2 to the Consolidated Financial Statements for additional information regarding the Company's investment securities.

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LOANS/LEASES

Total loans/leases grew 7.8% on an annualized basis during the second quarter of 2018. The mix of the loan/lease types within the Company's loan/lease portfolio is presented in the following table.

	As of
	June 30, 2018				March 31, 2018				December 31, 2017				June 30, 2017
	Amount		%		Amount		%		Amount		%		Amount		%
	(dollars in thousands)
C&I loans	$	1,273,000	42	%	$	1,201,087	39	%	$	1,134,516	38	%	$	942,538	37	%
CRE loans		1,349,319	43	%		1,357,703	45	%		1,303,492	44	%		1,131,906	45	%
Direct financing leases		133,196	4	%		137,614	5	%		141,448	5	%		153,337	6	%
Residential real estate loans		257,434	8	%		254,484	8	%		258,646	9	%		233,871	9	%
Installment and other consumer loans		92,952	3	%		95,912	3	%		118,611	4	%		84,047	3	%
Total loans/leases	$	3,105,901	100	%	$	3,046,800	100	%	$	2,956,713	100	%	$	2,545,699	100	%
Plus deferred loan/lease origination costs, net of fees		8,891				8,103				7,773				7,867
Less allowance		(37,545)				(36,533)				(34,356)				(33,357)
Net loans/leases	$	3,077,247			$	3,018,370			$	2,930,130			$	2,520,209

As CRE loans have historically been the Company's largest portfolio segment, management places a strong emphasis on monitoring the composition of the Company's CRE loan portfolio. For example, management tracks the level of owner-occupied CRE loans relative to non owner-occupied loans. Owner-occupied loans are generally considered to have less risk. As of June 30, 2018 and December 31, 2017, approximately 26% of the CRE loan portfolio was owner-occupied.

Over the past several quarters, the Company has been successful in shifting the mix of its commercial loan portfolio by adding more C&I loans. C&I loans grew $71.9 million in the current quarter.

A syndicated loan is a commercial loan provided by a group of lenders and is structured, arranged and administered by one or several commercial or investment banks known as arrangers. The nationally syndicated loans invested in by the Company consist of fully funded, highly liquid term loans for which there is a liquid secondary market. As of June 30, 2018 and December 31, 2017, the amount of nationally syndicated loans totaled $38.6 million and $51.2 million, respectively.

Following is a listing of significant industries within the Company's CRE loan portfolio:

	As of June 30,				As of March 31,				As of December 31,				As of June 30,
	2018				2018				2017				2017
	Amount		%		Amount		%		Amount		%		Amount		%
	(dollars in thousands)
Lessors of Nonresidential Buildings	$	439,067	33	%	$	435,919	32	%	$	388,648	30	%	$	344,747	30	%
Lessors of Residential Buildings		230,187	17	%		221,978	16	%		199,047	15	%		159,370	14	%
Hotels		73,335	5	%		70,887	5	%		70,447	5	%		39,881	4	%
Nonresidential Property Managers		55,979	4	%		56,572	4	%		51,621	4	%		52,947	5	%
Land Subdivision		39,883	3	%		45,356	3	%		44,192	3	%		46,117	4	%
New Housing For-Sale Builders		38,392	3	%		52,951	4	%		61,480	5	%		52,277	5	%
Nursing Care Facilities		37,417	3	%		38,830	3	%		47,008	4	%		33,607	3	%
Lessors of Other Real Estate Property		28,149	2	%		31,121	2	%		29,078	2	%		20,932	2	%
Other *		406,910	30	%		404,089	30	%		411,971	32	%		382,028	33	%
Total CRE Loans	$	1,349,319	100	%	$	1,357,703	100	%	$	1,303,492	100	%	$	1,131,906	100	%

*     “Other” consists of all other industries. None of these had concentrations greater than $27.0 million, or approximately 2% of total CRE loans in the most recent period presented.

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The Company's residential real estate loan portfolio includes the following:

· Certain loans that do not meet the criteria for sale into the secondary market. These are often structured as adjustable rate mortgages with maturities ranging from three to seven years to avoid the long-term interest rate risk.

· A limited amount of 15‑year and 20‑year fixed rate residential real estate loans that meet certain credit guidelines.

The remaining residential real estate loans originated by the Company were sold on the secondary market to avoid the interest rate risk associated with longer term fixed rate loans. Loans originated for this purpose were classified as held for sale and are included in the residential real estate loans above. The Company has not originated any subprime, Alt-A, no documentation, or stated income residential real estate loans throughout its history.

Following is a listing of significant equipment types within the m2 loan and lease portfolio:

	As of June 30,				As of March 31,				As of December 31,				As of June 30,
	2018				2018				2017				2017
	Amount		%		Amount		%		Amount		%		Amount		%
	(dollars in thousands)
Trucks, Vans and Vocational Vehicles	$	35,814	15	%	$	28,219	13	%	$	19,927	9	%	$	16,679	8	%
Construction - General		18,494	8	%		18,067	8	%		18,705	9	%		15,207	7	%
Manufacturing - General		16,794	7	%		16,624	7	%		16,571	8	%		19,092	9	%
Food Processing Equipment		14,377	6	%		13,270	6	%		12,965	6	%		13,754	7	%
Marine - Travelifts		12,875	6	%		12,843	6	%		10,802	5	%		12,497	6	%
Computer Hardware		10,141	4	%		10,694	5	%		11,340	5	%		9,821	5	%
Trailers		10,137	4	%		9,161	4	%		8,983	4	%		9,611	5	%
Miscellaneous Equipment		7,032	3	%		6,459	3	%		6,644	3	%		5,126	2	%
Restaurant		6,509	3	%		6,844	3	%		7,107	3	%		7,238	3	%
Other *		101,124	44	%		101,473	45	%		102,192	48	%		105,228	48	%
Total m2 loans and leases	$	233,297	100	%	$	223,654	100	%	$	215,236	100	%	$	214,253	100	%

*     “Other” consists of all other equipment types. None of these had concentrations greater than 3% of total m2 loan and lease portfolio in the most recent period presented.

See Note 3 to the Consolidated Financial Statements for additional information regarding the Company's loan and lease portfolio.

ALLOWANCE FOR ESTIMATED LOSSES ON LOANS/LEASES

Changes in the allowance for the three and six months ended June 30, 2018 and 2017 are presented as follows:

	Three Months Ended				Six Months Ended
	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
	(dollars in thousands)				(dollars in thousands)
Balance, beginning	$	36,533	$	32,059	$	34,356	$	30,757
Provisions charged to expense		2,301		2,023		4,841		4,128
Loans/leases charged off		(1,524)		(851)		(1,961)		(1,743)
Recoveries on loans/leases previously charged off		235		126		309		215
Balance, ending	$	37,545	$	33,357	$	37,545	$	33,357

The allowance was determined based on factors that included the overall composition of the loan/lease portfolio, types of loans/leases, past loss experience, loan/lease delinquencies, potential substandard and doubtful credits, economic conditions, collateral positions, governmental guarantees and other factors that, in management's judgment, deserved evaluation. To ensure that an adequate allowance was maintained, provisions were made based on a number of factors,

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including the increase in loans/leases and a detailed analysis of the loan/lease portfolio. The loan/lease portfolio is reviewed and analyzed monthly with specific detailed reviews completed on all loans risk-rated worse than “fair quality”, as described in Note 1 to the Consolidated Financial Statements contained in the Company's Annual Report  on Form 10‑K for the year ended December 31, 2017, and carrying aggregate exposure in excess of $250 thousand. The adequacy of the allowance is monitored by the loan review staff and reported to management and the board of directors.

The Company's levels of criticized and classified loans are reported in the following table.

	As of
Internally Assigned Risk Rating *	June 30, 2018			March 31, 2018			December 31, 2017			June 30, 2017
	(dollars in thousands)
Special Mention (Rating 6)	$	44,202		$	42,926		$	31,024		$	27,737
Substandard (Rating 7)		42,492			39,815			43,435			45,290
Doubtful (Rating 8)		—			—			271			—
	$	86,694		$	82,741		$	74,730		$	73,027
Criticized Loans **	$	86,694		$	82,741		$	74,730		$	73,027
Classified Loans ***	$	42,492		$	39,815		$	43,706		$	45,290
Criticized Loans as a % of Total Loans/Leases		2.79	%		2.79	%		2.52	%		2.86	%
Classified Loans as a % of Total Loans/Leases		1.37	%		1.34	%		1.47	%		1.77	%

*      Amounts above include the government guaranteed portion, if any. For the calculation of allowance, the Company assigns internal risk ratings of Pass (Rating 2) for the government guaranteed portion.

**    Criticized loans are defined as commercial and industrial and commercial real estate loans with internally assigned risk ratings of 6, 7, or 8, regardless of performance.

***  Classified loans are defined as commercial and industrial and commercial real estate loans with internally assigned risk ratings of 7 or 8, regardless of performance.

The Company experienced a 7% increase in classified loans during the second quarter of 2018. Criticized loans increased 5% during the same period.  The Company experienced a decrease of 3% in classified loans during the first six months of 2018. Criticized loans increased 16% during the same period. The Company continues its strong focus on improving credit quality in an effort to limit NPLs.

	As of
	June 30, 2018		March 31, 2018		December 31, 2017		June 30, 2017
Allowance / Gross Loans/Leases	1.21	%	1.20	%	1.16	%	1.31	%
Allowance / NPLs	270.09	%	202.11	%	184.28	%	162.27	%

Although management believes that the allowance at June 30, 2018 was at a level adequate to absorb losses on existing loans/leases, there can be no assurance that such losses will not exceed the estimated amounts or that the Company will not be required to make additional provisions in the future. Unpredictable future events could adversely affect cash flows for both commercial and individual borrowers, which could cause the Company to experience increases in problem assets, delinquencies and losses on loans/leases, and require further increases in the provision. Asset quality is a priority for the Company and its subsidiaries. The ability to grow profitably is in part dependent upon the ability to maintain that quality. The Company continually focuses efforts at its subsidiary banks and leasing company with the intention to improve the overall quality of the Company's loan/lease portfolio.

See Note 3 to the Consolidated Financial Statements for additional information regarding the Company's allowance.

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NONPERFORMING ASSETS

The table below presents the amount of NPAs and related ratios.

	As of June 30,			As of March 31,			As of December 31,			As of June 30,
	2018			2018			2017			2017
	(dollars in thousands)
Nonaccrual loans/leases (1) (2)	$	12,554		$	12,759		$	11,441		$	13,217
Accruing loans/leases past due 90 days or more		20			41			89			424
TDRs - accruing		1,327			5,276			7,113			6,915
Total NPLs		13,901			18,076			18,643			20,556
OREO		12,750			12,750			13,558			5,174
Other repossessed assets		150			200			80			123
Total NPAs	$	26,801		$	31,026		$	32,281		$	25,853
NPLs to total loans/leases		0.45	%		0.59	%		0.63	%		0.80	%
NPAs to total loans/leases plus repossessed property		0.86	%		1.01	%		1.08	%		1.01	%
NPAs to total assets		0.65	%		0.77	%		0.81	%		0.75	%

(1) Includes government guaranteed portion of loans, as applicable.

(2) Includes TDRs of $1.8 million at June 30, 2018, $2.6 million at March 31, 2018, $2.3 million at December 31, 2017, and $2.2 million at June 30, 2017.

NPAs at June 30, 2018 were $26.8 million, down $4.2 million from March 31, 2018 and up $948 thousand from June 30, 2017. The decrease in the second quarter of 2018 was due to one large loan that was upgraded and taken out of TDR status.

The ratio of NPAs to total assets was 0.65% at June 30, 2018, down from 0.77% at March 31, 2018 and down from 0.75% at June 30, 2017.

The large majority of the NPAs consist of nonaccrual loans/leases, accruing TDRs, and OREO. For nonaccrual loans/leases and accruing TDRs, management has thoroughly reviewed these loans/leases and has provided specific allowances as appropriate.

OREO is carried at the lower of carrying amount or fair value less costs to sell.

The Company's lending/leasing practices remain unchanged and asset quality remains a priority for management.

DEPOSITS

Deposits increased $18.3 million during the second quarter of 2018. The table below presents the composition of the Company's deposit portfolio.

	As of
	June 30, 2018				March 31, 2018				December 31, 2017				June 30, 2017
	Amount		%		Amount		%		Amount		%		Amount		%
	(dollars in thousands)
Noninterest bearing demand deposits	$	746,822	23	%	$	784,815	24	%	$	789,548	24	%	$	760,625	27	%
Interest bearing demand deposits		1,865,382	57	%		1,789,019	55	%		1,855,893	57	%		1,526,103	52	%
Time deposits		519,999	16	%		496,644	15	%		516,058	16	%		478,580	17	%
Brokered deposits		166,073	5	%		209,523	6	%		105,156	3	%		104,926	4	%
	$	3,298,276	100	%	$	3,280,001	100	%	$	3,266,655	100	%	$	2,870,234	100	%

Quarter-end balances can greatly fluctuate due to large customer and correspondent bank activity.

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In an effort to strengthen the relationship and maximize the liquidity potential of its correspondent banking clients, the Company introduced an interest-bearing money market deposit account to its correspondent banking clients and this generated strong deposit growth in 2017.

Management will continue to focus on growing its core deposit portfolio, including its correspondent banking business at QCBT, as well as shifting the mix from brokered and other higher cost deposits to lower cost core deposits.

BORROWINGS

The subsidiary banks offer short-term repurchase agreements to a few of their significant customers. Also, the subsidiary banks purchase federal funds for short-term funding needs from the FRB or from their correspondent banks. The table below presents the composition of the Company's short-term borrowings.

	As of
	June 30, 2018		March 31, 2018		December 31, 2017		June 30, 2017
	(dollars in thousands)
Overnight repurchase agreements with customers	$	2,186	$	3,820	$	7,003	$	4,897
Federal funds purchased		15,400		13,040		6,990		13,320
	$	17,586	$	16,860	$	13,993	$	18,217

The Company's federal funds purchased fluctuates based on the short-term funding needs of the Company's subsidiary banks.

As a result of their memberships in either the FHLB of Des Moines or Chicago, the subsidiary banks have the ability to borrow funds for short or long-term purposes under a variety of programs. Generally, FHLB advances are utilized for loan matching as a hedge against the possibility of rising interest rates and when these advances provide a less costly or more readily available source of funds than customer deposits.

The table below presents the Company's term and overnight FHLB advances.

	As of
	June 30, 2018		March 31, 2018		December 31, 2017		June 30, 2017
	(dollars in thousands)
Term FHLB advances	$	46,600	$	56,600	$	56,600	$	57,000
Overnight FHLB advances		207,500		159,745		135,400		49,500
	$	254,100	$	216,345	$	192,000	$	106,500

Term FHLB advances decreased $10.0 million in the current quarter, as compared to the prior quarter. Overnight FHLB advances increased by $47.8 million in the second quarter of 2018 due to the strong loan and lease growth, which outpaced the Company's deposit growth.

The table below presents the composition of the Company's other borrowings.

	As of
	June 30, 2018		March 31, 2018		December 31, 2017		June 30, 2017
	(dollars in thousands)
Wholesale structured repurchase agreements	$	35,000	$	35,000	$	35,000	$	45,000
Term notes		27,125		29,063		31,000		27,000
Revolving line of credit		9,000		—		—		—
	$	71,125	$	64,063	$	66,000	$	72,000

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Other borrowings include structured repos which are utilized as an alternative funding source to FHLB advances and customer deposits. Structured repos are collateralized by certain U.S. government agency securities and residential mortgage backed and related securities.

As described in Note 11 to the Consolidated Financial Statements included in the Company's Annual Report on Form 10‑K for the year ended December 31, 2017, the Company has outstanding term notes and an available revolving line of credit. As of June 30, 2018, the term debt had been paid down to $27.1 million, as scheduled. The term notes and revolving line of credit were used to help fund acquisitions as described in Note 10 to the Consolidated Financial Statements. As of June 30, 2018, $1.0 million of the $10.0 million line of credit was available. Interest is calculated at the effective LIBOR rate plus 2.50% per annum (4.84% at June 30, 2018).

It is management's intention to reduce its reliance on wholesale funding, including FHLB advances, structured repos, and brokered deposits. Replacement of this funding with core deposits helps to reduce interest expense as wholesale funding tends to be higher cost. However, the Company may choose to utilize advances and/or brokered deposits to supplement funding needs, as this is a way for the Company to effectively and efficiently manage interest rate risk.

The table below presents the maturity schedule including weighted average interest cost for the Company's combined wholesale funding portfolio.

	June 30, 2018				December 31, 2017
			Weighted				Weighted
			Average				Average
Maturity:	Amount Due		Interest Rate		Amount Due		Interest Rate
	(dollar amounts in thousands)
Year ending December 31:
2018	$	373,653	2.04	%	$	273,677	1.68	%
2019		50,921	2.20			31,950	2.32
2020		30,694	2.42			26,600	2.44
Total Wholesale Funding	$	455,268	2.09	%	$	332,227	1.80	%

During the first six months of 2018, wholesale funding increased $123.0 million. Year-to-date, the Company has repaid $79.0 million of term borrowings at maturity. However, this was more than offset by growth in short-term borrowings used to temporarily fund strong earning asset growth.

STOCKHOLDERS' EQUITY

The table below presents the composition of the Company's stockholders' equity.

	As of
	June 30, 2018			March 31, 2018			December 31, 2017			June 30, 2017
	(dollars in thousands)
Common stock	$	13,974		$	13,937		$	13,918		$	13,175
Additional paid in capital		190,533			189,685			189,078			158,001
Retained earnings		171,955			162,346			151,962			135,254
AOCI (loss)		(6,874)			(5,540)			(1,671)			(1,347)
Total stockholders' equity	$	369,588		$	360,428		$	353,287		$	305,083
TCE* / TA		8.18	%		8.10	%		8.01	%		8.29	%

*     TCE is defined as total common stockholders' equity excluding goodwill and other intangibles. This ratio is a non-GAAP financial measure. See GAAP to Non-GAAP Reconciliations.

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LIQUIDITY AND CAPITAL RESOURCES

Liquidity measures the ability of the Company to meet maturing obligations and its existing commitments, to withstand fluctuations in deposit levels, to fund its operations, and to provide for customers' credit needs. The Company monitors liquidity risk through contingency planning stress testing on a regular basis. The Company seeks to avoid over-concentration of funding sources and to establish and maintain contingent funding facilities that can be drawn upon if normal funding sources become unavailable. One source of liquidity is cash and short-term assets, such as interest-bearing deposits in other banks and federal funds sold, which averaged $141.7 million during the second quarter of 2018 and $164.0 million during the full year of 2017. The Company's on balance sheet liquidity position can fluctuate based on short-term activity in deposits and loans.

The subsidiary banks have a variety of sources of short-term liquidity available to them, including federal funds purchased from correspondent banks, FHLB advances, wholesale structured repurchase agreements, brokered deposits, lines of credit, borrowing at the Federal Reserve Discount Window, sales of securities AFS, and loan/lease participations or sales. The Company also generates liquidity from the regular principal payments and prepayments made on its loan/lease portfolio, and on the regular monthly payments on its securities portfolio (both residential mortgage-backed securities and municipal securities).

At June 30, 2018, the subsidiary banks had 33 lines of credit totaling $371.7 million, of which $2.7 million was secured and $369.0 million was unsecured. At June 30, 2018, the full $371.7 million was available.

At December 31, 2017, the subsidiary banks had 34 lines of credit totaling $375.0 million, of which $3.0 million was secured and $372.0 million was unsecured. At December 31, 2017, the full $375.0 million was available.

The Company has emphasized growing the number and amount of lines of credit in an effort to strengthen this contingent source of liquidity. Additionally, the Company maintains a $10.0 million secured revolving credit note with a variable interest rate and a maturity of June 30, 2019. At June 30, 2018, $1.0 million of the $10.0 million was available.

As of June 30, 2018, the Company had $415.0 million in average correspondent banking deposits spread over 192 relationships. While the Company believes that these funds are relatively stable, there is the potential for large fluctuations that can impact liquidity. Seasonality and the liquidity needs of these correspondent banks can impact balances. Management closely monitors these fluctuations and runs stress scenarios to measure the impact on liquidity and interest rate risk with various levels of correspondent deposit run-off.

Investing activities used cash of $137.9 million during the first six months of 2018, compared to $152.5 million for the same period of 2017. The net decrease in federal funds sold was $19.3 million for the first six months of 2018, compared to a net decrease of $3.1 million for the same period of 2017. The net decrease in interest-bearing deposits at financial institutions was $15.0 million for the first six months of 2018, compared to a net increase of $10.8 million for the same period of 2017. Proceeds from calls, maturities, and paydowns of securities were $39.8 million for the first six months of 2018, compared to $68.2 million for the same period of 2017. Purchases of securities used cash of $55.0 million for the first six months of 2018, compared to $85.2 million for the same period of 2017. The net increase in loans/leases used cash of $151.0 million for the first six months of 2018 compared to $146.4 million for the same period of 2017.

Financing activities provided cash of $101.9 million for the first six months of 2018, compared to $140.2 million for same period of 2017. Net increases in deposits totaled $31.7 million for the first six months of 2018, compared to $201.0 million for the same period of 2017. During the first six months of 2018, the Company's short-term borrowings increased $3.6 million, while they decreased $21.8 million for the same period of 2017. In the first six months of 2018, the Company increased short-tem and overnight FHLB advances by $72.1 million and increased other borrowings by $9.0 million.  Maturities and principal payments on borrowings totaled $13.9 millionin the first six months of 2018. In the first

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six months of 2017, the Company reduced FHLB advances and borrowings by $39.0 million through a mixture of maturities, scheduled payments, and changes in short-term and overnight FHLB advances.

Total cash provided by operating activities was $29.4 million for the first six months of 2018, compared to $18.9 million for the same period of 2017.

Throughout its history, the Company has secured additional capital through various sources, including the issuance of common and preferred stock, as well as trust preferred securities.

The following table presents the details of the trust preferred securities outstanding as of June 30, 2018 and December 31, 2017.

		Amount		Amount
		Outstanding		Outstanding
		June 30,		December 31,			Interest Rate as of		Interest Rate as of
Name	Date Issued	2018		2017		Interest Rate	June 30, 2018		December 31, 2017
QCR Holdings Statutory Trust II	February 2004	$	10,310,000	$	10,310,000	2.85% over 3-month LIBOR	5.19	%	4.54	%
QCR Holdings Statutory Trust III	February 2004		8,248,000		8,248,000	2.85% over 3-month LIBOR	5.19	%	4.54	%
QCR Holdings Statutory Trust V	February 2006		10,310,000		10,310,000	1.55% over 3-month LIBOR	3.90	%	2.91	%
Community National Statutory Trust II	September 2004		3,093,000		3,093,000	2.17% over 3-month LIBOR	4.49	%	3.80	%
Community National Statutory Trust III	March 2007		3,609,000		3,609,000	1.75% over 3-month LIBOR	4.09	%	3.32	%
Guaranty Bankshares Statutory Trust I	May 2005		4,640,000		4,640,000	1.75% over 3-month LIBOR	4.09	%	3.34	%
		$	40,210,000	$	40,210,000	Weighted Average Rate	4.58	%	3.82	%

As described in Note 4 to the Consolidated Financial Statements, on June 21, 2018, the Company entered into interest rate swaps to hedge against the risk of rising rates on its variable rate trust preferred securities.  The floating rate trust preferred securities are tied to 3-month LIBOR, and the interest rate swaps utilize 3-month LIBOR, so the hedge is effective.  The interest rate swaps are designated as a cash flow hedge in accordance with ASC 815.  See Note 4 for the notional amount swapped and the related effective fixed rates. The Company assumed the trust preferred securities originally issued by Community National in connection with its acquisition in May 2013. The Company assumed the trust preferred securities originally issued by Guaranty in connection with its acquisition in October 2017. As a result of acquisition accounting, the liabilities were recorded at fair value upon acquisition with the resulting discount being accreted as interest expense on a level yield basis over the expected term. As of June 30, 2018, the remaining discount was $2.6 million.

The Company (on a consolidated basis) and the subsidiary banks are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company and subsidiary banks' financial statements. Refer to Note 8 of the Consolidated Financial Statements for additional information regarding regulatory capital.

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This document (including information incorporated by reference) contains, and future oral and written statements of the Company and its management may contain, forward-looking statements, within the meaning of such term in the Private Securities Litigation Reform Act of 1995, with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company's management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “bode,” “predict,” “suggest,”  “project,” “appear,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should,” “likely,” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.

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Part I

Item 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued

The Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors that could have a material adverse effect on the operations and future prospects of the Company and its subsidiaries include, but are not limited to, the following:

· The strength of the local and national economy.

· Changes in the interest rate environment.

· The economic impact of past and any future terrorist attacks, acts of war or threats thereof and the response of the United States to any such threats and attacks.

· The impact of cybersecurity risks.

· The costs, effects and outcomes of existing or future litigation.

· Changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies, the FASB, the SEC or the PCAOB.

· Unexpected results of acquisitions which may include failure to realize the anticipated benefits of the acquisition.

· The economic impact of exceptional weather occurrences such as tornadoes, floods and blizzards.

· The ability of the Company to manage the risks associated with the foregoing as well as anticipated.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. For a discussion of the factors that could have a material adverse effect on the operations and future prospects of the Company and its subsidiaries, see the “Risk Factors” section included under Item 1A of Part I of the Company's Annual Report on Form 10‑K for the year ended December 31, 2017.

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Part I

Item 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company, like other financial institutions, is subject to direct and indirect market risk. Direct market risk exists from changes in interest rates. The Company's net income is dependent on its net interest income. Net interest income is susceptible to interest rate risk to the degree that interest-bearing liabilities mature or reprice on a different basis than interest-earning assets. When interest-bearing liabilities mature or reprice more quickly than interest-earning assets in a given period, a significant increase in market rates of interest could adversely affect net interest income. Similarly, when interest-earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could result in a decrease in net interest income.

In an attempt to manage the Company's exposure to changes in interest rates, management monitors the Company's interest rate risk. Each subsidiary bank has an asset/liability management committee of the board of directors that meets quarterly to review the bank's interest rate risk position and profitability, and to make or recommend adjustments for consideration by the full board of each bank.

Internal asset/liability management teams consisting of members of the subsidiary banks' management meet weekly to manage the mix of assets and liabilities to maximize earnings and liquidity and minimize interest rate and other risks. Management also reviews the subsidiary banks' securities portfolios, formulates investment strategies, and oversees the timing and implementation of transactions to assure attainment of the board's objectives in an effective manner. Notwithstanding the Company's interest rate risk management activities, the potential for changing interest rates is an uncertainty that can have an adverse effect on net income.

In adjusting the Company's asset/liability position, the board of directors and management attempt to manage the Company's interest rate risk while maintaining or enhancing net interest margins. At times, depending on the level of general interest rates, the relationship between long-term and short-term interest rates, market conditions and competitive factors, the board of directors and management may decide to increase the Company's interest rate risk position somewhat in order to increase its net interest margin. The Company's results of operations and net portfolio values remain vulnerable to increases in interest rates and to fluctuations in the difference between long-term and short-term interest rates.

One method used to quantify interest rate risk is a short-term earnings at risk summary, which is a detailed and dynamic simulation model used to quantify the estimated exposure of net interest income to sustained interest rate changes. This simulation model captures the impact of changing interest rates on the interest income received and interest expense paid on all interest sensitive assets and liabilities reflected on the Company's consolidated balance sheet. This sensitivity analysis demonstrates net interest income exposure annually over a five-year horizon, assuming no balance sheet growth and various interest rate scenarios including no change in rates; 200, 300, 400, and 500 basis point upward shifts; and a 100 basis point downward shift in interest rates, where interest-bearing assets and liabilities reprice at their earliest possible repricing date.

The model assumes parallel and pro rata shifts in interest rates over a twelve-month period for the 200 basis point upward shift and 100 basis point downward shift. For the 400 basis point upward shift, the model assumes a parallel and pro rata shift in interest rates over a twenty-four month period. For the 500 basis point upward shift, the model assumes a flattening and pro rata shift in interest rates over a twelve-month period where the short-end of the yield curve shifts upward greater than the long-end of the yield curve.

Further, in recent years, the Company added additional interest rate scenarios where interest rates experience a parallel and instantaneous shift upward 100, 200, 300, and 400 basis points and a parallel and instantaneous shift downward 100 basis points. The Company will run additional interest rate scenarios on an as-needed basis.

The asset/liability management committees of the subsidiary bank boards of directors have established policy limits of a 10% decline in net interest income for the 200 basis point upward parallel shift and the 100 basis point downward parallel shift. For the 300 basis point upward shock, the established policy limit has been increased to 25% decline in net interest

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Part I

Item 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - continued

income. The increased policy limit is appropriate as the shock scenario is extreme and unlikely and warrants a higher limit than the more realistic and traditional parallel/pro-rata shift scenarios.

Application of the simulation model analysis for select interest rate scenarios at the most recent quarter-end available is presented in the following table:

	NET INTEREST INCOME EXPOSURE in YEAR 1
			As of June 30,		As of December 31,		As of December 31,
INTEREST RATE SCENARIO	POLICY LIMIT		2018		2017		2016
100 basis point downward shift	(10.0)	%	0.9	%	0.3	%	(1.7)	%
200 basis point upward shift	(10.0)	%	(4.4)	%	(3.7)	%	(1.2)	%
300 basis point upward shock	(25.0)	%	(11.5)	%	(8.4)	%	(1.4)	%

The simulation is well within the board-established policy limits for all three scenarios. Additionally, for all of the various interest rate scenarios modeled and measured by management (as described above), the results at June 30, 2018 were within established risk tolerances as established by policy or by best practice (if the interest rate scenario didn't have a specific policy limit).

In 2014, the Company executed two interest rate cap transactions, each with a notional value of $15.0 million, for a total of $30.0 million. The interest rate caps purchased essentially set a ceiling to the interest rate paid on the $30.0 million of short-term FHLB advances that are being hedged, minimizing the interest rate risk associated with rising interest rates.

On June 21, 2018, the Company entered into interest rate swaps to hedge against the risk of rising rates on its variable rate trust preferred securities, for a total of $39.0 million.

The Company will continue to analyze and evaluate similar transactions as an alternative and cost effective way to mitigage interest rate risk.

Interest rate risk is considered to be one of the most significant market risks affecting the Company. For that reason, the Company engages the assistance of a national consulting firm and its risk management system to monitor and control the Company's interest rate risk exposure.  Other types of market risk, such as foreign currency exchange rate risk and commodity price risk, do not arise in the normal course of the Company's business activities.

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Part I

Item 4

CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. An evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a‑15(e) and 15d‑15(e) promulgated under the Exchange Act of 1934) as of June 30, 2018. Based on that evaluation, the Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company's disclosure controls and procedures were effective, as of the end of the period covered by this report, to ensure that information required to be disclosed in the reports filed and submitted under the Exchange Act was recorded, processed, summarized and reported as and when required.

Changes in Internal Control over Financial Reporting. There have been no significant changes to the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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Part II

QCR HOLDINGS, INC. AND SUBSIDIARIES

PART II - OTHER INFORMATION

Item 1           Legal Proceedings

There are no material pending legal proceedings to which the Company or any of its subsidiaries is a party other than ordinary routine litigation incidental to their respective businesses.

Item 1A        Risk Factors

There have been no material changes in the risk factors applicable to the Company from those disclosed in Part I, Item 1.A. “Risk Factors,” in the Company's  Annual Report on Form 10‑K for the year ended December 31, 2017. Please refer to that section of the Company's Form 10‑K for disclosures regarding the risks and uncertainties related to the Company's business.

Item 2           Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3           Defaults Upon Senior Securities

None

Item 4           Mine Safety Disclosures

Not applicable

Item 5           Other Information

None

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Part II

QCR HOLDINGS, INC. AND SUBSIDIARIES

PART II - OTHER INFORMATION

Item 6           Exhibits

3.1*	Agreement and Plan of Merger between QCR Holdings, Inc. and Springfield Bancshares, Inc., dated April 17, 2018 (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on April 18, 2018).
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a‑14(a)/15d‑14(a).
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a‑14(a)/15d‑14(a).
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	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.
101	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017; (ii) Consolidated Statements of Income for the three and six months ended June 30, 2018 and June 30, 2017; (iii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2018 and June 30, 2017; (iv) Consolidated Statements of Changes in Stockholders' Equity for the three and six months ended June 30, 2018 and June 30, 2017; (v) Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and June 30, 2017; and (vi) Notes to the Consolidated Financial Statements.
*	The Company has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K.  The Company will furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

69

SIGNATURES

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

QCR HOLDINGS, INC.

(Registrant)

Date	August 8, 2018	/s/ Douglas M. Hultquist
		Douglas M. Hultquist, President
		Chief Executive Officer
Date	August 8, 2018	/s/ Todd A. Gipple
		Todd A. Gipple, Executive Vice President
		Chief Operating Officer
		Chief Financial Officer
Date	August 8, 2018	/s/ Elizabeth A. Grabin
		Elizabeth A. Grabin, First Vice President
		Director of Financial Reporting
		Principal Accounting Officer

70