8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 19, 2018

MB FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Maryland	001-36599	36-4460265
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)
800 West Madison Street, Chicago, Illinois 60607
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:  (888) 422-6562
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  [   ] 

Item 2.02 Results of Operations and Financial Condition

On July 19, 2018, MB Financial, Inc. issued a release containing its second quarter2018 results of operations.   A copy of the release, including unaudited financial information contained therein, is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 Release of MB Financial, Inc.

SIGNATURES

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

		MB FINANCIAL, INC.
Date:	July 18, 2018	By:	/s/Randall T. Conte
			Randall T. Conte
			Vice President and Chief Financial Officer
			(Principal Financial Officer)

EX-99.1

EXHIBIT 99.1

2Q18

MB FINANCIAL, INC. REPORTS SECOND QUARTER 2018NET INCOME

CHICAGO, July 19, 2018 – MB Financial, Inc. (NASDAQ: MBFI), the holding company for MB Financial Bank, N.A., today announced second quarter2018 net income of $38.5 million compared to $56.8 million last quarter and $44.5 million in the second quarter a year ago.  Diluted earnings per common share were $0.42 in the second quarter of 2018 compared to $0.81 last quarter and $0.50 in the second quarter a year ago.   

Operating Earnings (in thousands, except per share data)

The table below reconciles net income, as reported, to operating earnings excluding our Mortgage Banking Segment. As previously announced, we have discontinued our national mortgage origination business (substantially all originations outside of the Company's consumer banking footprint in the Chicagoland area). Therefore, we believe operating earnings excluding our Mortgage Banking Segment better reflect our primary operations until the wind down of the segment is complete, as we are retaining the mortgage servicing asset and residential mortgage loans on our balance sheet.

														Six Months Ended
														June 30,
	2Q18			1Q18			4Q17			3Q17		2Q17		2018			2017
Net income - as reported	$	38,533		$	56,757		$	144,194		$	60,843	$	44,466	$	95,290		$	99,003
Non-core items, net of tax (1)	18,679			614			(96,814		)	1,942		3,292		19,293			1,934
Operating earnings	57,212			57,371			47,380			62,785		47,758		114,583			100,937
Operating (loss) earnings - Mortgage Banking Segment	(3,359		)	(295		)	(815		)	2,217		2,413		(3,654		)	4,092
Operating earnings, excluding Mortgage Banking Segment	60,571			57,666			48,195			60,568		45,345		118,237			96,845
Dividends on preferred shares	3,000			3,100			2,000			2,002		2,002		6,100			4,005
Operating earnings available to common stockholders, excluding Mortgage Banking Segment	$	57,571		$	54,566		$	46,195		$	58,566	$	43,343	$	112,137		$	92,840
Diluted earnings per common share - as reported (2) (3)	$	0.42		$	0.81		$	1.67		$	0.69	$	0.50	$	1.23		$	1.12
Diluted operating earnings per common share, excluding Mortgage Banking Segment	$	0.68		$	0.64		$	0.54		$	0.69	$	0.51	$	1.32		$	1.10

⁽¹⁾  Non-core items represent the difference between non-core non-interest income and non-core non-interest expense net of tax. See "Non-GAAP Financial Information" section for details on non-core items starting on page 25. Non-core items for the second quarter of 2018 include approximately $14 million, net of tax, related to the discontinuation of our national mortgage origination business and approximately $5 million, net of tax, related to the pending merger with Fifth Third Bancorp ("Fifth Third").

⁽²⁾  The $0.81 diluted earnings per common share in the first quarter of 2018 were positively impacted by a $15.3 million, or $0.18 per common share, return from preferred stockholders due to the redemption of our 8% Series A non-cumulative perpetual preferred stock. The $15.3 million represents the excess carrying amount over the redemption price of the Series A preferred stock.

⁽³⁾  The $1.67 diluted earnings per common share in the fourth quarter of 2017 were positively impacted by a $104.2 million, or $1.23 per common share, tax benefit due to the enactment of the Tax Cuts and Jobs Act of 2017 (the "TCJ Act").

Key Items (compared to 1Q18)

Pending Merger

On May 20, 2018, we signed a definitive merger agreement with Fifth Third.

Operating Earnings

• Operating earnings, excluding the Mortgage Banking Segment, increased$2.9 million, or 5.0%, to $60.6 million compared to the prior quarter. This increase resulted mostly from a $4.4 million (net of tax) increase in net interest income and an approximate $900 thousand decrease in income tax expense (due to a lower effective tax rate). These favorable variances were partly offset by a $2.5 million (net of tax) increase in professional and legal fees.

• Diluted operating earnings per common share, excluding the Mortgage Banking Segment, were $0.68 compared to $0.64 in the prior quarter.

Loans

• Loan balances, excluding purchased credit-impaired loans, decreased$105.7 million (-0.8%, or -3.1%, annualized).

• Average loan balances, excluding purchased credit-impaired loans, decreased$58.6 million (-0.4%, or -1.7% annualized) to $13.7 billion due to a decrease in commercial real estate loans.

• Average yield on loans, excluding accretion on loans acquired in bank mergers, increased 17 basis points to 4.50% from 4.33% in the prior quarter as a result of increases in short-term interest rates.

Deposits

• Low-cost deposit balances ended the quarter essentially at the same level as the prior quarter end.

• Average low-cost deposits increased$128.7 million (1.0%, or 4.2% annualized) to $12.5 billion due to a normal seasonal increase in non-interest bearing deposits.

• Average cost of total deposits increasedsix basis points to 0.47%.

Net interest margin

• Net interest margin on a fully tax equivalent basis, excluding accretion on loans acquired in bank mergers, increasedseven basis points in the quarter to 3.62%. This increase was due to higher loan yields partly offset by increased funding costs.

• Average interest earning assets increased$207.6 million mostly due to the purchase of residential mortgage-backed securities in March 2018.

• Average cost of funds increasednine basis points to 0.67% due to higher rates paid on interest bearing liabilities.

Operating Segments (compared to 1Q18)

Banking

• Operating earnings were $53.6 million, an increase of $4.5 million, or 9.2%, compared to the prior quarter.

• This increase was due to an increase in net interest income (higher average loan and investment security yields) and card fees partly offset by an increase in professional and legal fees.

Leasing

• Operating earnings were $7.0 million, a decrease of $1.6 million, or 18.7%, compared to the prior quarter.

• Operating earnings for the quarter decreased as a result of lower promotional income partially offset by higher rental income and residual gains.

Mortgage Banking

• On April 12, 2018, we announced the discontinuation of our national mortgage origination business, which includes substantially all originations outside of the Company's consumer banking footprint in the Chicagoland area.

• Operating loss was $3.4 million compared to an operating loss of $295 thousand in the prior quarter.

• The wind down of our national mortgage origination business is proceeding as planned. We project that, excluding any impact of our pending merger with Fifth Third, our remaining mortgage operations will earn quarterly pre-tax income of approximately $7.4 million beginning in the first quarter of 2019, as outlined in our first quarter 2018 earnings release.

Key Items (compared to six months ended June 30, 2017)

• Operating earnings, excluding the Mortgage Banking Segment, increased$21.4 million, or 22.1%, to $118.2 million compared to the six months endedJune 30, 2017. This increase resulted from the following items (net of tax): a $14.6 million increase in net interest income, an $8.3 million increase in our key fee initiatives revenue (mainly lease financing revenue), and an approximate $12 million decrease in income tax expense (lower effective tax rate). These increases were partly offset by a $14.9 million increase in non-interest expense with more than half of the increase in salaries and benefits.

• Diluted operating earnings per common share, excluding the Mortgage Banking Segment, were $1.32 compared to $1.10 in the six months endedJune 30, 2017, an increase of 20.0%.

Guidance on Selected Financial Items

In light of our pending merger with Fifth Third, we will no longer provide forward-looking financial guidance or update previously provided financial guidance except as otherwise provided in this release with respect to our mortgage operations.

2

Operating Segments

The Company currently has three reportable operating segments: Banking, Leasing, and Mortgage Banking. Our Banking Segment generates revenues primarily from its lending, deposit gathering, and fee business activities. Our Leasing Segment generates revenues through lease originations and related services. As a result of the discontinuation of our national mortgage origination business, we expect to stop operating the mortgage business as a defined segment with separate Mortgage Banking Segment reporting prior to the first quarter of 2019. The financial information below was adjusted for funds transfer pricing and internal allocations of certain expenses and excludes non-core non-interest income and expense.

Banking Segment

The following table summarizes certain financial information for the Banking Segment for the periods presented (in thousands):

											Six Months Ended
											June 30,
	2Q18		1Q18		4Q17		3Q17		2Q17		2018		2017
Net interest income	$	146,614	$	140,471	$	140,180	$	142,888	$	135,982	$	287,085	$	267,431
Provision for credit losses	5,746		7,579		501		3,637		8,890		13,325		12,417
Net interest income after provision for credit losses	140,868		132,892		139,679		139,251		127,092		273,760		255,014
Non-interest income:
Lease financing revenue, net	2,165		1,535		1,795		1,097		1,326		3,700		2,871
Treasury management fees	15,066		15,156		15,234		14,508		14,499		30,222		29,188
Wealth management fees	8,969		9,121		9,024		8,702		8,498		18,090		17,018
Card fees	5,654		4,787		5,032		4,585		4,413		10,441		8,979
Capital markets and international banking fees	3,785		2,998		3,999		4,870		3,586		6,783		6,839
Other non-interest income	11,838		10,675		9,359		10,940		9,655		22,513		18,961
Total non-interest income	47,477		44,272		44,443		44,702		41,977		91,749		83,856
Non-interest expense:
Salaries and employee benefits expense:
Salaries	45,103		44,821		44,782		45,096		44,019		89,924		86,139
Commissions	941		953		1,119		877		1,121		1,894		2,228
Bonus and stock-based compensation	11,533		10,610		10,418		10,032		10,603		22,143		21,222
Other salaries and benefits (1)	15,721		15,207		14,119		14,604		12,698		30,928		26,403
Total salaries and employee benefits expense	73,298		71,591		70,438		70,609		68,441		144,889		135,992
Occupancy and equipment expense	13,308		14,089		13,769		12,372		12,298		27,397		24,415
Computer services and telecommunication expense	9,384		9,741		9,664		8,386		7,976		19,125		15,490
Professional and legal expense	4,846		1,359		1,967		1,239		1,455		6,205		3,055
Other operating expenses	18,665		16,745		18,817		16,757		18,793		35,410		37,048
Total non-interest expense	119,501		113,525		114,655		109,363		108,963		233,026		216,000
Income before income taxes	68,844		63,639		69,467		74,590		60,106		132,483		122,870
Income tax expense	15,237		14,539		25,734		20,064		18,915		29,776		36,083
Operating earnings	$	53,607	$	49,100	$	43,733	$	54,526	$	41,191	$	102,707	$	86,787
Total assets (period end)	$	16,581,205	$	16,582,585	$	16,448,960	$	16,406,714	$	16,320,111	$	16,581,205	$	16,320,111

⁽¹⁾  Includes health insurance, payroll taxes, 401(k) and profit sharing contributions, overtime, and temporary help expenses.

Banking Segment operating earnings for the second quarter of 2018increased$4.5 million compared to the prior quarter.

• Net interest income increased due to higher average loan and investment security yields and average investment security balances partly offset by a higher cost of funds. Our average yield on loans increased as a result of an increase in short-term rates. Our average investment security yield and balances increased due to investments made in higher yielding residential mortgage-backed securities in March 2018.

• Card fees increased due to higher prepaid and debit card fees as a result of increased sales and volume.

• Capital markets and international banking fees increased due to higher syndication fees, swap fees, and foreign currency derivative income.

3

• Salaries and benefits expense increased as a result of increased bonus and stock-based compensation expense.

• Professional and legal fees increased due to case settlements and other legal and professional fees.

• Other operating expenses increased mostly due to losses on other real estate owned properties (compared to gains in the prior quarter), higher FDIC premiums, and increased card expenses.

Banking Segment operating earnings for the six months endedJune 30, 2018increased$15.9 million, or 18.3%, compared to the same period last year.

• Net interest income increased due to higher average loan yields and balances partly offset by higher cost of funds.

• Non-interest income increased due to higher card fees (increased sales and volume in prepaid cards and higher credit card usage) and stronger earnings from Small Business Investment Companies.

• Non-interest expense increased as a result of higher salaries and employee benefits expense, computer services and telecommunication expense (investments in new technology), and professional and legal fees (case settlements and other legal and professional fees). Salaries and employee benefits expense increased due to annual salary increases, new hires, higher health insurance costs, and higher 401(k) and profit sharing contributions expense.

• Income tax expense decreased as a result of a decline in the effective tax rate.

4

Leasing Segment

The following table summarizes certain financial information for the Leasing Segment for the periods presented (in thousands):

													Six Months Ended
													June 30,
	2Q18		1Q18			4Q17			3Q17		2Q17		2018		2017
Net interest income	$	2,349	$	2,482		$	2,602		$	2,686	$	2,345	$	4,831	$	4,614
Provision for credit losses	500		(24		)	3,184			399		410		476		275
Net interest income after provision for credit losses	1,849		2,506			(582		)	2,287		1,935		4,355		4,339
Non-interest income:
Lease financing revenue, net	21,435		23,938			22,576			22,534		17,474		45,373		37,727
Other non-interest income	1,160		899			1,168			26		676		2,059		1,849
Total non-interest income	22,595		24,837			23,744			22,560		18,150		47,432		39,576
Non-interest expense:
Salaries and employee benefits expense:
Salaries	6,021		5,917			5,361			5,029		4,623		11,938		9,433
Commissions	1,892		2,520			2,777			2,328		2,115		4,412		4,687
Bonus and stock-based compensation	1,205		974			1,761			1,228		1,045		2,179		2,000
Other salaries and benefits (1)	1,613		1,809			1,329			1,572		1,523		3,422		3,104
Total salaries and employee benefits expense	10,731		11,220			11,228			10,157		9,306		21,951		19,224
Occupancy and equipment expense	1,110		1,167			1,090			1,070		1,011		2,277		1,955
Computer services and telecommunication expense	492		505			595			456		431		997		889
Professional and legal expense	323		373			457			403		392		696		791
Other operating expenses	2,500		2,212			2,101			2,412		2,266		4,712		4,354
Total non-interest expense	15,156		15,477			15,471			14,498		13,406		30,633		27,213
Income before income taxes	9,288		11,866			7,691			10,349		6,679		21,154		16,702
Income tax expense	2,324		3,300			3,229			4,307		2,525		5,624		6,644
Operating earnings	$	6,964	$	8,566		$	4,462		$	6,042	$	4,154	$	15,530	$	10,058
Total assets (period end)	$	1,354,940	$	1,360,117		$	1,403,690		$	1,307,459	$	1,275,386	$	1,354,940	$	1,275,386

⁽¹⁾  Includes health insurance, payroll taxes, 401(k) and profit sharing contributions, overtime, and temporary help expenses.

Leasing Segment operating earnings for the second quarter of 2018decreased$1.6 million compared to the prior quarter.

• Consistent with the second quarter in the previous year, lease financing revenue decreased as a result of lower promotional income. This cyclical decline in promotional income was partially offset by higher rental income and residual gains. Excluding promotional income, lease financing revenue increased by approximately 10%.

• Non-interest expense decreased slightly due to a reduction in commissions expense resulting from a decrease in lease financing revenue in the quarter.

Leasing Segment operating earnings for the six months endedJune 30, 2018increased$5.5 million, or 54.4%, compared to the same period last year due largely to an increase in lease financing revenue as a result of higher residual gains and promotional income. Additionally, income tax expense declined as a result of a decrease in the effective tax rate.

5

Mortgage Banking Segment

The following table summarizes certain financial information for the Mortgage Banking Segment for the periods presented (in thousands):

														Six Months Ended
														June 30,
	2Q18			1Q18			4Q17			3Q17		2Q17		2018			2017
Net interest income	$	10,106		$	10,428		$	10,611		$	11,373	$	10,667	$	20,534		$	19,992
Provision for credit losses	(27		)	(47		)	(42		)	481		399		(74		)	741
Net interest income after provision for credit losses	10,133			10,475			10,653			10,892		10,268		20,608			19,251
Non-interest income:
Mortgage origination revenue (1)	13,334			17,854			18,146			22,647		23,936		31,188			46,078
Mortgage servicing revenue	5,592			7,193			4,228			5,595		6,216		12,785			12,530
Other non-interest income	11			1			—			1		—		12			—
Total non-interest income	18,937			25,048			22,374			28,243		30,152		43,985			58,608
Non-interest expense:
Salaries and employee benefits expense:
Salaries	12,033			13,849			12,322			11,867		11,247		25,882			23,128
Commissions	4,790			3,962			4,407			6,001		6,494		8,752			11,426
Bonus and stock-based compensation	115			471			1,153			651		905		586			1,621
Other salaries and benefits (2)	4,539			4,924			4,705			4,746		4,952		9,463			9,930
Total salaries and employee benefits expense	21,477			23,206			22,587			23,265		23,598		44,683			46,105
Occupancy and equipment expense	2,032			2,138			1,868			1,940		1,969		4,170			3,948
Computer services and telecommunication expense	1,677			1,673			1,779			1,734		1,701		3,350			3,364
Professional and legal expense	266			162			490			467		600		428			1,195
Other operating expenses (1)	8,159			8,749			7,673			8,043		8,539		16,908			16,454
Total non-interest expense	33,611			35,928			34,397			35,449		36,407		69,539			71,066
Income (loss) before income taxes	(4,541		)	(405		)	(1,370		)	3,686		4,013		(4,946		)	6,793
Income tax (benefit) expense	(1,182		)	(110		)	(555		)	1,469		1,600		(1,292		)	2,701
Operating (loss) earnings	$	(3,359	)	$	(295	)	$	(815	)	$	2,217	$	2,413	$	(3,654	)	$	4,092
Total assets (period end)	$	2,030,412		$	2,224,821		$	2,234,290		$	2,402,362	$	2,369,560	$	2,030,412		$	2,369,560

⁽¹⁾  2017 amounts were revised as certain costs to originate mortgage loans were reclassified from mortgage origination revenue to other operating expenses.

⁽²⁾  Includes health insurance, payroll taxes, 401(k) and profit sharing contributions, overtime, and temporary help expenses.

On April 12, 2018, the Company announced that it will be discontinuing its national mortgage origination business, which includes substantially all originations outside of the Company's consumer banking footprint in the Chicagoland area.

As expected, total non-interest income declined faster than expenses as a result of the wind down. The first phase of staff reductions was completed in early July. The wind down is expected to be completed in the fourth quarter of 2018. We project that, excluding any impact of the pending Fifth Third merger, remaining operations will earn quarterly pre-tax income of approximately $7.4 million beginning in the first quarter of 2019. We also continue to expect one-time exit expenses to range from $37 to $41 million.

6

Additional Mortgage Banking Segment Data

The following table presents additional information regarding the Mortgage Banking Segment (dollars in thousands):

																Six Months Ended
																June 30,
	2Q18			1Q18			4Q17			3Q17			2Q17			2018			2017
Mortgage origination revenue:
Gain on sale revenue, net	$	9,756		$	11,652		$	13,376		$	17,098		$	18,000		$	21,408		$	33,607
Origination fees (1)	3,578			6,202			4,770			5,549			5,936			9,780			12,471
Total mortgage origination revenue	$	13,334		$	17,854		$	18,146		$	22,647		$	23,936		$	31,188		$	46,078
Mortgage servicing revenue:
Servicing fees	$	15,707		$	16,068		$	14,802		$	14,531		$	14,065		$	31,775		$	27,800
Amortization/prepayment of mortgage servicing rights (2)	(8,894		)	(8,015		)	(9,037		)	(8,399		)	(7,822		)	(16,909		)	(14,565		)
Fair value changes of mortgage servicing rights	1,193			10,890			7,231			4,475			(6,195		)	12,083			(2,112		)
Economic hedge activity, net	(2,414		)	(11,750		)	(8,768		)	(5,012		)	6,168			(14,164		)	1,407
Fair value changes of mortgage servicing rights net of economic hedge activity (3)	(1,221		)	(860		)	(1,537		)	(537		)	(27		)	(2,081		)	(705		)
Total mortgage servicing revenue	$	5,592		$	7,193		$	4,228		$	5,595		$	6,216		$	12,785		$	12,530
Mortgage servicing rights, at fair value:
Beginning balance	$	291,561		$	276,279		$	261,446		$	249,688		$	251,498		$	276,279		$	238,011
Originations/purchases	12,769			12,407			16,639			15,682			12,207			25,176			28,354
Amortization/prepayment (2)	(8,894		)	(8,015		)	(9,037		)	(8,399		)	(7,822		)	(16,909		)	(14,565		)
Fair value changes	1,193			10,890			7,231			4,475			(6,195		)	12,083			(2,112		)
Ending balance	$	296,629		$	291,561		$	276,279		$	261,446		$	249,688		$	296,629		$	249,688
Mortgage servicing book (unpaid principal balance of loans serviced for others)	$	22,643,179		$	22,362,896		$	21,993,128		$	21,380,397		$	20,823,016		$	22,643,179		$	20,823,016
Mortgage servicing rights valuation	1.31		%	1.30		%	1.26		%	1.22		%	1.20		%	1.31		%	1.20		%

⁽¹⁾  2017 amounts were revised as certain costs to originate mortgage loans were reclassified from mortgage origination revenue to other operating expenses.

⁽²⁾  Changes due to collection or realization of expected cash flows.

⁽³⁾  Approximately $500 thousand of the second quarter 2018 fair value change was due to an increase in delinquencies in the second quarter of 2018 resulting in higher anticipated collection costs and lower mortgage servicing rights asset value. In addition, approximately $300 thousand of the fair value change was due to higher than expected prepayments of mortgage servicing rights in the second quarter of 2018. Approximately $800 thousand of the fourth quarter 2017 fair value change was due to an increase in delinquencies in the fourth quarter of 2017.

7

FORWARD-LOOKING STATEMENTS

When used in this document and in reports filed with or furnished to the Securities and Exchange Commission (the "SEC"), in press releases or other public stockholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “believe,” “will,” “should,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “guidance,” “estimate,” “project,” “plans,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. These statements may relate to our future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial items. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements.

Important factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: (1) the possibility that our actual results on selected items relating to our mortgage operations for which we have provided projections or estimates in this document will be materially different from such projections or estimates; (2) the ability to satisfy closing conditions to our pending merger with Fifth Third, including the approvals by our stockholders, on the expected terms and schedule; (3) the ability to obtain regulatory approvals required to complete our pending merger with Fifth Third, and the timing and conditions for such approvals; (4) delays in closing our pending merger with Fifth Third; (5) disruptions to our business resulting from our pending merger with Fifth Third; (6) the risk that funds obtained from capital raising activities will not be utilized efficiently or effectively; (7) expected revenues, cost savings, synergies, and other benefits from our other merger and acquisition activities might not be realized within the expected time frames or at all and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; (8) the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan and lease losses, which could necessitate additional provisions for loan losses, resulting both from originated loans and loans acquired from other financial institutions; (9) the quality and composition of our securities portfolio; (10) competitive pressures among depository institutions; (11) interest rate movements and their impact on customer behavior, net interest margin and the value of our mortgage servicing rights; (12) the possibility that our mortgage banking business may experience increased volatility in its revenues and earnings and the possibility that the profitability of our mortgage banking business could be significantly reduced, both before and after the discontinuation of our national mortgage origination business, if we are unable to originate and sell mortgage loans at profitable margins or if changes in interest rates negatively impact the value of our mortgage servicing rights; (13) the impact of repricing and competitors’ pricing initiatives on loan and deposit products; (14) fluctuations in real estate values; (15) results of examinations of us and our bank subsidiary by regulatory authorities and the possibility that any such regulatory authority may, among other things, limit our business activities, require us to change our business mix, increase our allowance for loan and lease losses, write-down asset values or increase our capital levels, or affect our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings; (16) our ability to adapt successfully to technological changes to meet customers’ needs and developments in the market place; (17) the possibility that security measures implemented might not be sufficient to mitigate the risk of a cyber attack or cyber theft, and that such security measures might not protect against systems failures or interruptions; (18) our ability to realize the residual values of our direct finance, leveraged, and operating leases; (19) our ability to access cost-effective funding; (20) changes in financial markets; (21) changes in economic conditions in general and in the Chicago metropolitan area in particular; (22) the costs, effects, and outcomes of litigation; (23) new legislation or regulatory changes, including but not limited to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") and regulations adopted thereunder, changes in capital requirements pursuant to the Dodd-Frank Act, changes in the interpretation and/or application of laws and regulations by regulatory authorities, other governmental initiatives affecting the financial services industry and changes in federal and/or state tax laws, including but not limited to the TCJ Act, or interpretations thereof by taxing authorities; (24) changes in accounting principles, policies or guidelines; and (25) future goodwill impairment due to changes in our business, changes in market conditions, or other factors.

We do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the forward-looking statement is made.

TABLES TO FOLLOW

8

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollars in thousands)	6/30/2018			3/31/2018			12/31/2017			9/30/2017			6/30/2017
ASSETS
Cash and due from banks	$	373,448		$	332,234		$	397,880		$	361,080		$	348,550
Interest earning deposits with banks	119,672			50,624			181,341			82,636			115,707
Total cash and cash equivalents	493,120			382,858			579,221			443,716			464,257
Investment securities:
Securities available for sale, at fair value	1,647,260			1,679,011			1,408,326			1,497,543			1,567,071
Securities held to maturity, at amortized cost	923,036			933,319			959,082			994,238			1,022,912
Marketable equity securities, at fair value	10,922			11,124			—			—			—
Non-marketable securities - FHLB and FRB Stock	115,453			118,955			114,111			152,345			160,204
Total investment securities	2,696,671			2,742,409			2,481,519			2,644,126			2,750,187
Loans held for sale	423,367			561,549			548,578			722,754			718,916
Loans:
Total loans, excluding purchased credit-impaired loans	13,719,244			13,824,990			13,846,318			13,753,459			13,465,064
Purchased credit-impaired loans	101,001			109,990			119,744			131,919			149,077
Total loans	13,820,245			13,934,980			13,966,062			13,885,378			13,614,141
Less: Allowance for loan and lease losses	162,790			161,712			157,710			159,128			154,033
Net loans	13,657,455			13,773,268			13,808,352			13,726,250			13,460,108
Lease investments, net	433,505			408,798			409,051			371,541			346,036
Premises and equipment, net	281,458			281,791			286,690			286,482			288,148
Cash surrender value of life insurance	205,982			204,710			203,602			204,855			203,534
Goodwill	999,925			1,003,548			1,003,548			999,925			999,925
Other intangibles	50,968			52,864			54,766			56,745			58,783
Mortgage servicing rights, at fair value	296,629			291,561			276,279			261,446			249,688
Other real estate owned, net	10,869			10,528			9,736			13,020			11,063
Other real estate owned related to FDIC transactions	2,908			4,185			4,788			4,817			4,849
Other assets	413,700			449,454			420,810			380,858			409,563
Total assets	$	19,966,557		$	20,167,523		$	20,086,940		$	20,116,535		$	19,965,057
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits:
Non-interest bearing	$	6,347,208		$	6,385,149		$	6,381,512		$	6,101,159		$	6,388,292
Interest bearing	8,575,455			8,585,444			8,576,866			8,313,985			7,873,527
Total deposits	14,922,663			14,970,593			14,958,378			14,415,144			14,261,819
Short-term borrowings	651,462			717,679			861,039			1,865,415			1,993,358
Long-term borrowings	730,292			851,221			505,158			405,715			330,160
Junior subordinated notes issued to capital trusts	194,450			194,304			211,494			211,289			211,085
Accrued expenses and other liabilities	518,997			499,379			541,048			526,880			520,355
Total liabilities	17,017,864			17,233,176			17,077,117			17,424,443			17,316,777
Stockholders' Equity
Preferred stock	194,719			194,719			309,999			115,280			115,572
Common stock	861			860			858			858			857
Additional paid-in capital	1,698,057			1,692,650			1,691,007			1,685,971			1,681,252
Retained earnings	1,127,814			1,112,323			1,065,303			940,948			899,930
Accumulated other comprehensive (loss) income	(9,818		)	(3,719		)	3,584			9,772			10,520
Treasury stock	(62,940		)	(62,486		)	(60,928		)	(60,737		)	(59,851		)
Total stockholders' equity	2,948,693			2,934,347			3,009,823			2,692,092			2,648,280
Total liabilities and stockholders' equity	$	19,966,557		$	20,167,523		$	20,086,940		$	20,116,535		$	19,965,057

9

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

																Six Months Ended
																June 30,
(Dollars in thousands, except per share data)	2Q18			1Q18			4Q17			3Q17			2Q17			2018			2017
Interest income:
Loans:
Taxable	$	164,401		$	157,119		$	154,631		$	155,440		$	143,426		$	321,520		$	277,163
Nontaxable	2,330			2,271			2,362			2,632			2,791			4,601			5,671
Investment securities:
Taxable	10,578			7,934			7,696			8,440			8,717			18,512			17,839
Nontaxable	9,439			9,476			9,677			9,731			9,837			18,915			19,810
Other interest earning accounts and Federal funds sold	244			131			600			327			228			375			427
Total interest income	186,992			176,931			174,966			176,570			164,999			363,923			320,910
Interest expense:
Deposits	17,386			15,032			13,552			10,865			8,793			32,418			16,268
Short-term borrowings	2,769			2,516			3,257			5,148			3,912			5,285			6,292
Long-term borrowings and junior subordinated notes	7,768			6,002			4,764			3,610			3,300			13,770			6,313
Total interest expense	27,923			23,550			21,573			19,623			16,005			51,473			28,873
Net interest income	159,069			153,381			153,393			156,947			148,994			312,450			292,037
Provision for credit losses	6,219			7,508			3,643			4,517			9,699			13,727			13,433
Net interest income after provision for credit losses	152,850			145,873			149,750			152,430			139,295			298,723			278,604
Non-interest income:
Mortgage banking revenue	18,926			25,047			22,374			28,242			30,152			43,973			58,608
Lease financing revenue, net	22,918			24,710			23,620			23,148			18,401			47,628			39,819
Treasury management fees	15,066			15,156			15,234			14,508			14,499			30,222			29,188
Wealth management fees	8,969			9,121			9,024			8,702			8,498			18,090			17,018
Card fees	5,654			4,787			5,032			4,585			4,413			10,441			8,979
Capital markets and international banking fees	3,785			2,998			3,999			4,870			3,586			6,783			6,839
Consumer and other deposit service fees	2,929			2,912			3,261			3,424			3,285			5,841			6,648
Brokerage fees	1,050			864			942			1,004			1,250			1,914			2,375
Loan service fees	2,148			2,245			2,197			2,114			2,037			4,393			4,006
Increase in cash surrender value of life insurance	1,272			1,108			1,511			1,321			1,301			2,380			2,589
Net (loss) gain on investment securities	(86		)	(174		)	111			83			137			(260		)	368
Net loss on disposal of other assets	(397		)	(357		)	(2,016		)	(180		)	(4		)	(754		)	(127		)
Other operating income	6,072			4,385			4,534			4,110			3,615			10,457			7,310
Total non-interest income	88,306			92,802			89,823			95,931			91,170			181,108			183,620
Non-interest expense:
Salaries and employee benefits expense	123,478			106,514			109,247			105,815			102,566			229,992			204,117
Occupancy and equipment expense	16,451			17,429			16,846			15,382			15,284			33,880			30,328
Computer services and telecommunication expense	10,871			11,156			11,304			10,062			9,785			22,027			19,225
Advertising and marketing expense	3,342			3,863			3,271			2,558			3,245			7,205			6,406
Professional and legal expense	8,887			1,898			2,957			2,109			2,450			10,785			5,141
Other intangible amortization expense	1,896			1,902			1,979			2,038			2,086			3,798			4,176
Branch exit and facilities impairment charges	340			—			(327		)	2,773			6,589			340			5,907
Net loss (gain) recognized on other real estate owned and other related expense	1,048			47			(104		)	(86		)	690			1,095			1,534
Loss on extinguishment of debt	—			3,136			—			—			—			3,136			—
Other operating expenses	26,679			21,941			30,655			22,310			23,517			48,620			45,720
Total non-interest expense	192,992			167,886			175,828			162,961			166,212			360,878			322,554
Income before income taxes	48,164			70,789			63,745			85,400			64,253			118,953			139,670
Income tax expense (benefit)	9,631			14,032			(80,449		)	24,557			19,787			23,663			40,667
Net income	38,533			56,757			144,194			60,843			44,466			95,290			99,003
Dividends on preferred shares	3,000			3,100			2,000			2,002			2,002			6,100			4,005
Return from preferred stockholders due to redemption	—			(15,280		)	—			—			—			(15,280		)	—
Net income available to common stockholders	$	35,533		$	68,937		$	142,194		$	58,841		$	42,464		$	104,470		$	94,998

10

											Six Months Ended
											June 30,
	2Q18		1Q18		4Q17		3Q17		2Q17		2018		2017
Common share data:
Basic earnings per common share	$	0.42	$	0.82	$	1.69	$	0.70	$	0.51	$	1.24	$	1.13
Diluted earnings per common share	0.42		0.81		1.67		0.69		0.50		1.23		1.12
Diluted operating earnings per common share, excluding Mortgage Banking Segment	0.68		0.64		0.54		0.69		0.51		1.32		1.10
Weighted average common shares outstanding for basic earnings per common share	84,253,966		84,065,681		83,946,637		83,891,175		83,842,963		84,160,344		83,753,195
Weighted average common shares outstanding for diluted earnings per common share	85,251,810		84,896,401		84,964,759		84,779,797		84,767,414		85,074,626		84,773,271
Common shares outstanding (at end of period)	84,194,594		84,052,547		83,917,892		83,887,097		83,869,517		84,194,594		83,869,517

SELECTED FINANCIAL DATA

											Six Months Ended
											June 30,
	2Q18		1Q18		4Q17		3Q17		2Q17		2018		2017
Performance Ratios:
Annualized return on average assets	0.77	%	1.15	%	2.84	%	1.21	%	0.92	%	0.96	%	1.04	%
Annualized operating return, excluding Mortgage Banking Segment, on average assets (1)	1.35		1.32		1.07		1.37		1.06		1.34		1.14
Annualized return on average common equity	5.20		10.32		21.87		9.17		6.78		7.73		7.69
Annualized operating return, excluding Mortgage Banking Segment, on average common equity (1)	8.42		8.17		7.10		9.12		6.92		8.30		7.51
Annualized cash return on average tangible common equity (2)	8.73		17.15		36.90		15.81		11.94		12.87		13.57
Annualized cash operating return, excluding Mortgage Banking Segment, on average tangible common equity (3)	13.92		13.65		12.21		15.74		12.18		13.79		13.27
Efficiency ratio (4)	66.80		65.62		65.38		61.24		64.28		66.21		64.19
Efficiency ratio, excluding Mortgage Banking Segment (4)	60.40		59.72		59.48		56.15		59.34		60.07		59.16
Annualized net non-interest expense to average assets (5)	1.57		1.43		1.44		1.25		1.40		1.50		1.37
Core non-interest income to revenues (6)	35.34		37.45		36.18		36.91		36.77		36.39		37.40
Core non-interest income to revenues, excluding Mortgage Banking Segment(6)	31.43		31.97		31.38		30.72		29.40		31.70		30.27
Net interest margin - fully tax equivalent basis (7)	3.73		3.67		3.63		3.76		3.71		3.70		3.70
Net interest margin - fully tax equivalent basis excluding acquisition accounting discount accretion on bank merger loans (8)	3.62		3.55		3.49		3.56		3.54		3.58		3.52
Cost of funds (9)	0.67		0.58		0.51		0.46		0.39		0.62		0.36
Loans to deposits	92.61		93.08		93.37		96.32		95.46		92.61		95.46
Asset Quality Ratios:
Non-performing loans (10) to total loans	0.50	%	0.44	%	0.55	%	0.36	%	0.38	%	0.50	%	0.38	%
Non-performing assets (10) to total assets	0.40		0.36		0.43		0.32		0.32		0.40		0.32
Allowance for loan and lease losses to non-performing loans (10)	237.56		263.72		205.33		314.39		295.07		237.56		295.07
Allowance for loan and lease losses to total loans	1.18		1.16		1.13		1.15		1.13		1.18		1.13
Net loan charge-offs (recoveries) to average loans, excluding loans held for sale (annualized)	0.15		0.10		0.16		(0.02	)	(0.00	)	0.12		(0.02	)
Capital Ratios:
Tangible equity to tangible assets (11)	10.10	%	9.89	%	10.32	%	8.68	%	8.51	%	10.10	%	8.51	%
Tangible common equity to tangible assets (12)	9.07		8.87		8.70		8.07		7.90		9.07		7.90
Tangible common equity to risk weighted assets (13)	9.99		9.85		9.71		8.99		8.90		9.99		8.90
Total capital to risk-weighted assets (14)	13.75		13.57		14.23		11.67		11.60		13.75		11.60
Tier 1 capital to risk-weighted assets (14)	10.81		10.64		11.20		9.46		9.37		10.81		9.37
Common equity tier 1 capital to risk-weighted assets (14)	9.68		9.51		9.40		8.80		8.70		9.68		8.70
Tier 1 capital to average assets (leverage ratio) (14)	9.74		9.73		10.02		8.59		8.60		9.74		8.60

11

											Six Months Ended
											June 30,
	2Q18		1Q18		4Q17		3Q17		2Q17		2018		2017
Per Share Data:
Book value per common share (15)	$	32.71	$	32.59	$	32.17	$	30.72	$	30.20	$	32.71	$	30.20
Less: goodwill and other intangible assets, net of tax benefit, per common share	12.32		12.40		12.44		12.36		12.38		12.32		12.38
Tangible book value per common share (16)	$	20.39	$	20.19	$	19.73	$	18.36	$	17.82	$	20.39	$	17.82
Cash dividends per common share	$	0.24	$	0.24	$	0.21	$	0.21	$	0.21	$	0.48	$	0.40

⁽¹⁾  Annualized operating return, excluding Mortgage Banking Segment, on average assets is computed by dividing annualized operating earnings, excluding Mortgage Banking Segment, by average total assets. Annualized operating return, excluding Mortgage Banking Segment, on average common equity is computed by dividing annualized operating earnings, excluding Mortgage Banking Segment, less dividends on preferred shares by average common equity. Operating earnings, excluding Mortgage Banking Segment, is defined as net income as reported less non-core items, net of tax and less operating earnings (loss) from our Mortgage Banking Segment.

⁽²⁾  Annualized cash return on average tangible common equity is computed by dividing net cash flow available to common stockholders (net income available to common stockholders, plus other intangibles amortization expense, net of tax benefit) by average tangible common equity (average common stockholders' equity less average goodwill and average other intangibles, net of tax benefit).

⁽³⁾  Annualized cash operating return, excluding Mortgage Banking Segment, on average tangible common equity is computed by dividing annualized cash operating earnings, excluding Mortgage Banking Segment, (operating earnings, excluding Mortgage Banking Segment, plus other intangibles amortization expense, net of tax benefit, less dividends on preferred shares) by average tangible common equity. Operating earnings, excluding Mortgage Banking Segment, is defined as net income as reported less non-core items, net of tax and less operating earnings (loss) from our Mortgage Banking Segment.

⁽⁴⁾  Equals total non-interest expense excluding non-core items divided by the sum of net interest income on a fully tax equivalent basis, total non-interest income less non-core items, and tax equivalent adjustment on the increase in cash surrender value of life insurance.

⁽⁵⁾  Equals total non-interest expense excluding non-core items less total non-interest income excluding non-core items plus the tax equivalent adjustment on the increase in cash surrender value of life insurance divided by average assets.

⁽⁶⁾  Equals total non-interest income excluding non-core items and tax equivalent adjustment on the increase in cash surrender value of life insurance divided by the sum of net interest income on a fully tax equivalent basis, total non-interest income less non-core items, and tax equivalent adjustment on the increase in cash surrender value of life insurance.

⁽⁷⁾  Represents net interest income on a fully tax equivalent basis assuming a Federal tax rate of 21% for 2018 and 35% for 2017, as a percentage of average interest earning assets.

⁽⁸⁾  Represents net interest income on a fully tax equivalent basis assuming a Federal tax rate of 21% for 2018 and 35% for 2017, excluding acquisition accounting discount accretion on bank merger loans as a percentage of average interest earning assets.

⁽⁹⁾  Equals total interest expense divided by the sum of average interest bearing liabilities and non-interest bearing deposits.

⁽¹⁰⁾  Non-performing loans exclude purchased credit-impaired loans and loans held for sale.  Non-performing assets exclude purchased credit-impaired loans, loans held for sale, and other real estate owned related to FDIC transactions.

⁽¹¹⁾  Equals total ending stockholders’ equity less goodwill and other intangibles, net of tax benefit, divided by total assets less goodwill and other intangibles, net of tax benefit.

⁽¹²⁾  Equals total ending common stockholders’ equity less goodwill and other intangibles, net of tax benefit, divided by total assets less goodwill and other intangibles, net of tax benefit.

⁽¹³⁾  Equals total ending common stockholders’ equity less goodwill and other intangibles, net of tax benefit, divided by risk-weighted assets. Current quarter risk-weighted assets are estimated.

⁽¹⁴⁾  Current quarter ratios are estimated.

⁽¹⁵⁾  Equals total ending common stockholders’ equity divided by common shares outstanding.

⁽¹⁶⁾  Equals total ending common stockholders’ equity less goodwill and other intangibles, net of tax benefit, divided by common shares outstanding.

BALANCE SHEET DETAILS TO FOLLOW

12

INVESTMENT SECURITIES

The following table sets forth, by type, the carrying value of our investment securities, excluding marketable equity securities and non-marketable FHLB and FRB stock, as well as the unrealized (loss) gain, net of our investment securities available for sale as of the dates indicated (in thousands):

	6/30/2018			3/31/2018			12/31/2017			9/30/2017			6/30/2017
Securities available for sale:
Fair value
Government sponsored agencies and enterprises	$	5,026		$	22,885		$	23,007		$	23,146		$	23,229
States and political subdivisions	350,061			366,906			379,325			385,829			387,351
Mortgage-backed securities	1,269,003			1,251,229			924,734			962,477			1,006,931
Corporate bonds	23,170			37,991			70,197			115,014			138,556
Equity securities (1)	—			—			11,063			11,077			11,004
Total fair value	$	1,647,260		$	1,679,011		$	1,408,326		$	1,497,543		$	1,567,071
Unrealized (loss) gain, net
Government sponsored agencies and enterprises	$	(72	)	$	(63	)	$	(6	)	$	69		$	88
States and political subdivisions	11,134			11,848			15,512			19,642			19,966
Mortgage-backed securities	(20,502		)	(15,166		)	(8,414		)	(2,101		)	(1,233		)
Corporate bonds	(9		)	(29		)	42			433			608
Equity securities (1)	—			—			(173		)	(100		)	(110		)
Total unrealized (loss) gain, net	$	(9,449	)	$	(3,410	)	$	6,961		$	17,943		$	19,319
Securities held to maturity, at amortized cost:
States and political subdivisions	$	884,576		$	874,306		$	878,400		$	888,576		$	896,043
Mortgage-backed securities	38,460			59,013			80,682			105,662			126,869
Total amortized cost	$	923,036		$	933,319		$	959,082		$	994,238		$	1,022,912

⁽¹⁾  Reflected in marketable equity securities on the consolidated balance sheet following the adoption of the new investments in equity securities guidance on January 1, 2018.

The Company has no direct exposure to the State of Illinois, but approximately 20% of the state and political subdivisions portfolio consisted of securities issued by municipalities located in Illinois as of June 30, 2018.

13

LOAN PORTFOLIO

The following table sets forth the composition of the loan portfolio (excluding loans held for sale) based on balances as of the dates indicated (dollars in thousands):

	6/30/2018					3/31/2018					12/31/2017					9/30/2017					6/30/2017
	Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total
Commercial-related loans:
Commercial	$	4,816,545		35	%	$	4,790,803		34	%	$	4,786,180		34	%	$	4,793,838		35	%	$	4,703,328		35	%
Commercial loans collateralized by assignment of lease payments (lease loans)	2,100,460			15		2,095,189			15		2,113,135			15		2,074,215			15		2,076,911			15
Commercial real estate	3,929,327			28		4,093,045			29		4,147,529			30		4,094,706			29		3,882,754			29
Construction real estate	495,805			4		479,638			4		406,849			3		395,794			3		449,116			3
Total commercial-related loans	11,342,137			82		11,458,675			82		11,453,693			82		11,358,553			82		11,112,109			82
Other loans:
Residential real estate	1,352,625			10		1,391,900			10		1,432,458			10		1,433,595			10		1,411,259			10
Indirect vehicle	749,983			5		692,642			5		667,928			4		655,213			4		627,819			4
Home equity	192,785			1		202,920			1		219,098			2		228,726			2		238,952			2
Consumer	81,714			1		78,853			1		73,141			1		77,372			1		74,925			1
Total other loans	2,377,107			17		2,366,315			17		2,392,625			17		2,394,906			17		2,352,955			17
Total loans, excluding purchased credit-impaired loans	13,719,244			99		13,824,990			99		13,846,318			99		13,753,459			99		13,465,064			99
Purchased credit-impaired loans	101,001			1		109,990			1		119,744			1		131,919			1		149,077			1
Total loans	$	13,820,245		100	%	$	13,934,980		100	%	$	13,966,062		100	%	$	13,885,378		100	%	$	13,614,141		100	%
Change in total loans, excluding purchased credit-impaired loans:
From prior quarter	-0.8		%			-0.2		%			+0.7		%			+2.1		%			+5.3		%
From same quarter one year ago	+1.9		%			+8.1		%			+9.8		%			+11.1		%			+33.8		%

The following table sets forth the composition of the loan portfolio (excluding loans held for sale) based on average balances for the periods indicated (dollars in thousands):

	2Q18					1Q18					4Q17					3Q17					2Q17
	Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total
Commercial-related loans:
Commercial	$	4,770,098		34	%	$	4,750,035		34	%	$	4,638,618		34	%	$	4,630,865		34	%	$	4,494,343		34	%
Commercial loans collateralized by assignment of lease payments (lease loans)	2,065,688			15		2,084,396			15		2,074,655			15		2,057,461			15		1,989,397			15
Commercial real estate	4,033,421			29		4,133,826			30		4,131,179			30		3,953,639			29		3,790,911			29
Construction real estate	491,440			4		443,329			3		410,416			3		442,197			3		512,385			4
Total commercial-related loans	11,360,647			82		11,411,586			82		11,254,868			82		11,084,162			81		10,787,036			82
Other loans:
Residential real estate	1,371,020			10		1,415,374			10		1,430,219			10		1,433,866			11		1,331,369			10
Indirect vehicle	720,052			5		676,590			5		663,474			4		641,328			4		601,394			4
Home equity	199,334			1		211,729			1		223,445			2		234,460			2		243,232			2
Consumer	82,189			1		76,606			1		76,249			1		76,591			1		81,164			1
Total other loans	2,372,595			17		2,380,299			17		2,393,387			17		2,386,245			18		2,257,159			17
Total loans, excluding purchased credit-impaired loans	13,733,242			99		13,791,885			99		13,648,255			99		13,470,407			99		13,044,195			99
Purchased credit-impaired loans	105,781			1		113,942			1		127,781			1		139,246			1		161,218			1
Total loans	$	13,839,023		100	%	$	13,905,827		100	%	$	13,776,036		100	%	$	13,609,653		100	%	$	13,205,413		100	%
Change in total loans, excluding purchased credit-impaired loans:
From prior quarter	-0.4		%			+1.1		%			+1.3		%			+3.3		%			+4.1		%
From same quarter one year ago	+5.3		%			+10.1		%			+10.5		%			+23.2		%			+31.4		%

14

ASSET QUALITY

The following table presents a summary of criticized assets (excluding loans held for sale and excluding other real estate owned acquired as part of our FDIC-assisted transactions) as of the dates indicated (dollars in thousands):

	6/30/2018			3/31/2018			12/31/2017			9/30/2017			6/30/2017
Non-performing loans:
Non-accrual loans (1)	$	64,515		$	60,151		$	71,238		$	49,926		$	51,013
Loans 90 days or more past due, still accruing interest	4,010			1,169			5,570			689			1,190
Total non-performing loans	68,525			61,320			76,808			50,615			52,203
Other real estate owned	10,869			10,528			9,736			13,020			11,063
Repossessed assets	643			661			589			497			484
Total non-performing assets	$	80,037		$	72,509		$	87,133		$	64,132		$	63,750
Potential problem loans (2)	$	243,684		$	208,201		$	173,266		$	160,840		$	134,509
Purchased credit-impaired loans (3)	$	101,001		$	109,990		$	119,744		$	131,919		$	149,077
Total non-performing, potential problem and purchased credit-impaired loans	$	413,210		$	379,511		$	369,818		$	343,374		$	335,789
Total allowance for loan and lease losses	$	162,790		$	161,712		$	157,710		$	159,128		$	154,033
Accruing restructured loans (4)	25,660			28,591			28,554			32,850			29,658
Total non-performing loans to total loans	0.50		%	0.44		%	0.55		%	0.36		%	0.38		%
Total non-performing assets to total assets	0.40			0.36			0.43			0.32			0.32
Allowance for loan and lease losses to non-performing loans	237.56			263.72			205.33			314.39			295.07

⁽¹⁾  Includes $26.2 million, $28.5 million, $30.8 million, $24.4 million, and $23.7 million of restructured loans on non-accrual status at June 30, 2018, March 31, 2018, December 31, 2017, September 30, 2017, and June 30, 2017, respectively.

⁽²⁾  We define potential problem loans as loans rated substandard that do not meet the definition of a non-performing loan.  Potential problem loans carry a higher probability of default and require additional attention by management.

⁽³⁾  Includes $43.6 million, $49.5 million, $54.9 million, $60.1 million, and $65.7 million of Government National Mortgage Association ("GNMA") loans that have been repurchased at June 30, 2018, March 31, 2018, December 31, 2017, September 30, 2017, and June 30, 2017, respectively.

⁽⁴⁾  Accruing restructured loans consist of loans that have been modified and are performing in accordance with those modified terms as of the dates indicated.

Potential problem loans increased in the second quarter of 2018 due to migrations from the health care and asset-based lending portfolios. 

The following table presents data related to non-performing loans by category (excluding loans held for sale and purchased credit-impaired loans that were acquired as part of our FDIC-assisted transactions and bank mergers) as of the dates indicated (in thousands):

	6/30/2018		3/31/2018		12/31/2017		9/30/2017		6/30/2017
Commercial and lease	$	19,788	$	13,843	$	18,522	$	8,493	$	8,166
Commercial real estate	11,400		10,986		21,235		7,753		9,512
Consumer-related	37,337		36,491		37,051		34,369		34,525
Total non-performing loans	$	68,525	$	61,320	$	76,808	$	50,615	$	52,203

15

Below is a reconciliation of the activity in our allowance for credit and loan and lease losses for the periods indicated (dollars in thousands):

																Six Months Ended
																June 30,
	2Q18			1Q18			4Q17			3Q17			2Q17			2018			2017
Allowance for credit losses, at beginning of period	$	163,390		$	159,408		$	161,404		$	156,297		$	146,498		$	159,408		$	141,842
Provision for credit losses	6,219			7,508			3,643			4,517			9,699			13,727			13,433
Charge-offs	6,720			6,818			7,448			2,830			2,921			13,538			6,294
Recoveries	1,689			3,292			1,809			3,420			3,021			4,981			7,316
Net charge-offs (recoveries)	5,031			3,526			5,639			(590		)	(100		)	8,557			(1,022		)
Allowance for credit losses, at end of period	164,578			163,390			159,408			161,404			156,297			164,578			156,297
Allowance for unfunded credit commitments	(1,788		)	(1,678		)	(1,698		)	(2,276		)	(2,264		)	(1,788		)	(2,264		)
Allowance for loan and lease losses, at end of period	$	162,790		$	161,712		$	157,710		$	159,128		$	154,033		$	162,790		$	154,033
Total loans, excluding loans held for sale	$	13,820,245		$	13,934,980		$	13,966,062		$	13,885,378		$	13,614,141		$	13,820,245		$	13,614,141
Average loans, excluding loans held for sale	13,839,023			13,905,827			13,776,036			13,609,653			13,205,413			13,872,240			12,945,698
Allowance for loan and lease losses to total loans, excluding loans held for sale	1.18		%	1.16		%	1.13		%	1.15		%	1.13		%	1.18		%	1.13		%
Net loan charge-offs (recoveries) to average loans, excluding loans held for sale (annualized)	0.15			0.10			0.16			(0.02		)	(0.00		)	0.12			(0.02		)

The following table presents the three elements of the Company's allowance for loan and lease losses as of the dates indicated (dollars in thousands):

	6/30/2018		3/31/2018		12/31/2017		9/30/2017		6/30/2017
Commercial related loans:
General reserve	$	139,356	$	137,284	$	132,787	$	137,617	$	133,869
Specific reserve	6,544		7,290		6,056		2,453		1,800
Consumer related reserve	16,890		17,138		18,867		19,058		18,364
Total allowance for loan and lease losses	$	162,790	$	161,712	$	157,710	$	159,128	$	154,033

Changes in the acquisition accounting discount for purchased credit-impaired ("PCI") and non-purchased credit-impaired ("Non-PCI") loans acquired in bank mergers were as follows for the three months ended June 30, 2018 (in thousands):

	Non-Accretable Discount - PCI Loans			Accretable Discount - PCI Loans			Accretable Discount - Non-PCI Loans			Total
Balance at beginning of period	$	7,379		$	10,267		$	18,718		$	36,364
Charge-offs, net	(874		)	—			—			(874		)
Accretion	—			(2,223		)	(2,267		)	(4,490		)
Transfer (1)	(197		)	197			—			—
Balance at end of period	$	6,308		$	8,241		$	16,451		$	31,000

⁽¹⁾  The transfer from non-accretable discount on purchased credit-impaired loans to accretable discount was due to better than expected cash flows on several pools of purchased credit-impaired loans.

16

DEPOSIT MIX

The following table shows the composition of deposits based on balances as of the dates indicated (dollars in thousands):

	6/30/2018					3/31/2018					12/31/2017					9/30/2017					6/30/2017
	Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total
Low-cost deposits:
Non-interest bearing deposits	$	6,347,208		43	%	$	6,385,149		43	%	$	6,381,512		43	%	$	6,101,159		42	%	$	6,388,292		45	%
Money market, NOW, and interest bearing deposits	4,950,676			33		4,858,506			32		4,954,765			33		4,842,097			34		4,600,506			32
Savings deposits	1,181,078			8		1,229,968			8		1,167,810			8		1,088,194			7		1,109,155			8
Total low-cost deposits	12,478,962			84		12,473,623			83		12,504,087			84		12,031,450			83		12,097,953			85
Certificates of deposit:
Certificates of deposit	1,361,611			9		1,397,868			10		1,392,409			9		1,381,993			10		1,340,071			9
Brokered certificates of deposit	1,082,090			7		1,099,102			7		1,061,882			7		1,001,701			7		823,795			6
Total certificates of deposit	2,443,701			16		2,496,970			17		2,454,291			16		2,383,694			17		2,163,866			15
Total deposits	$	14,922,663		100	%	$	14,970,593		100	%	$	14,958,378		100	%	$	14,415,144		100	%	$	14,261,819		100	%
Change in total deposits:
From prior quarter	-0.3		%			+0.1		%			+3.8		%			+1.1		%			+1.9		%
From same quarter one year ago	+4.6		%			+6.9		%			+6.0		%			+1.0		%			+24.7		%

The following table shows the composition of deposits based on average balances for the periods indicated (dollars in thousands):

	2Q18					1Q18					4Q17					3Q17					2Q17
	Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total
Low-cost deposits:
Non-interest bearing deposits	$	6,414,450		43	%	$	6,293,453		42	%	$	6,370,801		43	%	$	6,337,955		44	%	$	6,336,151		45	%
Money market, NOW, and interest bearing deposits	4,878,700			32		4,871,501			33		4,976,854			33		4,740,210			33		4,506,765			32
Savings deposits	1,209,360			8		1,208,843			8		1,120,550			7		1,094,625			7		1,113,159			8
Total low-cost deposits	12,502,510			83		12,373,797			83		12,468,205			83		12,172,790			84		11,956,075			85
Certificates of deposit:
Certificates of deposit	1,400,201			10		1,383,260			10		1,393,210			10		1,369,401			10		1,317,995			9
Brokered certificates of deposit	1,093,525			7		1,075,056			7		1,092,990			7		869,687			6		820,026			6
Total certificates of deposit	2,493,726			17		2,458,316			17		2,486,200			17		2,239,088			16		2,138,021			15
Total deposits	$	14,996,236		100	%	$	14,832,113		100	%	$	14,954,405		100	%	$	14,411,878		100	%	$	14,094,096		100	%
Change in total deposits:
From prior quarter	+1.1		%			-0.8		%			+3.8		%			+2.3		%			+1.2		%
From same quarter one year ago	+6.4		%			+6.5		%			+4.8		%			+13.2		%			+22.7		%

STATEMENT OF OPERATIONS DETAILS TO FOLLOW

17

NET INTEREST MARGIN

The following table presents, for the periods indicated, the total dollar amount of interest income from average interest earning assets and the resultant yields, as well as the interest expense on average interest bearing liabilities, and the resultant costs, expressed both in dollars and rates (dollars in thousands):

	2Q18						1Q18						2Q17
	Average Balance		Interest		Yield/ Rate		Average Balance		Interest		Yield/ Rate		Average Balance		Interest		Yield/ Rate
Interest Earning Assets:
Loans held for sale	$	573,444	$	5,429	3.79	%	$	545,392	$	4,431	3.25	%	$	585,207	$	5,434	3.71	%
Loans (1) (2) (3):
Commercial-related loans:
Commercial	4,770,098		59,351		4.92		4,750,035		55,394		4.66		4,494,343		49,620		4.37
Commercial loans collateralized by assignment of lease payments (lease loans)	2,065,688		19,847		3.84		2,084,396		19,756		3.79		1,989,397		18,393		3.70
Commercial real estate	4,033,421		50,053		4.91		4,133,826		48,811		4.72		3,790,911		42,119		4.40
Construction real estate	491,440		5,943		4.78		443,329		4,865		4.39		512,385		5,344		4.13
Total commercial-related loans	11,360,647		135,194		4.72		11,411,586		128,826		4.52		10,787,036		115,476		4.24
Other loans:
Residential real estate	1,371,020		11,039		3.22		1,415,374		11,848		3.35		1,331,369		11,111		3.34
Indirect	720,052		8,646		4.82		676,590		7,928		4.75		601,394		6,935		4.63
Home equity	199,334		2,310		4.65		211,729		2,340		4.48		243,232		2,475		4.08
Consumer	82,189		828		4.04		76,606		799		4.23		81,164		815		4.03
Total other loans	2,372,595		22,823		3.85		2,380,299		22,915		3.88		2,257,159		21,336		3.79
Total loans, excluding purchased credit-impaired loans	13,733,242		158,017		4.57		13,791,885		151,741		4.41		13,044,195		136,812		4.16
Purchased credit-impaired loans	105,781		3,904		14.80		113,942		3,821		13.60		161,218		5,474		13.62
Total loans	13,839,023		161,921		4.64		13,905,827		155,562		4.48		13,205,413		142,286		4.28
Taxable investment securities	1,510,287		10,579		2.80		1,264,282		7,934		2.51		1,539,432		8,717		2.26
Investment securities exempt from federal income taxes (3)	1,222,531		11,948		3.91		1,226,319		11,995		3.91		1,263,213		15,134		4.79
Federal funds sold	265		2		2.17		72		0		1.80		145		1		1.37
Other interest earning deposits	129,274		242		0.75		125,351		131		0.42		87,549		227		1.04
Total interest earning assets	$	17,274,824	$	190,121	4.37	%	$	17,067,243	$	180,053	4.22	%	$	16,680,959	$	171,799	4.10	%
Non-interest earning assets	2,882,363						2,871,314						2,708,504
Total assets	$	20,157,187					$	19,938,557					$	19,389,463
Interest Bearing Liabilities:
Core funding:
Money market, NOW, and interest bearing deposits	$	4,878,700	$	7,647	0.63	%	$	4,871,501	$	6,319	0.53	%	$	4,506,765	$	3,284	0.29	%
Savings deposits	1,209,360		886		0.29		1,208,843		816		0.27		1,113,159		244		0.09
Certificates of deposit	1,400,201		3,796		1.09		1,383,260		3,364		0.99		1,317,995		2,236		0.68
Customer repurchase agreements	222,033		247		0.45		216,526		169		0.32		182,062		97		0.21
Total core funding	7,710,294		12,576		0.65		7,680,130		10,668		0.56		7,119,981		5,861		0.33
Wholesale funding:
Brokered certificates of deposit (includes fee expense)	1,093,525		5,057		1.85		1,075,056		4,532		1.71		820,026		3,029		1.48
Other borrowings	1,512,888		10,290		2.69		1,431,735		8,350		2.33		2,035,391		7,115		1.38
Total wholesale funding	2,606,413		15,347		2.34		2,506,791		12,882		2.07		2,855,417		10,144		1.41
Total interest bearing liabilities	$	10,316,707	$	27,923	1.08	%	$	10,186,921	$	23,550	0.93	%	$	9,975,398	$	16,005	0.64	%
Non-interest bearing deposits	6,414,450						6,293,453						6,336,151
Other non-interest bearing liabilities	490,314						496,914						451,071
Stockholders' equity	2,935,716						2,961,269						2,626,843
Total liabilities and stockholders' equity	$	20,157,187					$	19,938,557					$	19,389,463
Net interest income/interest rate spread (4)			$	162,198	3.29	%			$	156,503	3.29	%			$	155,794	3.46	%
Taxable equivalent adjustment			3,129						3,122						6,800
Net interest income, as reported			$	159,069					$	153,381					$	148,994
Net interest margin (5)					3.66	%					3.59	%					3.55	%
Tax equivalent effect					0.07	%					0.08	%					0.16	%
Net interest margin on a fully tax equivalent basis (5)					3.73	%					3.67	%					3.71	%

⁽¹⁾  Non-accrual loans are included in average loans.

⁽²⁾  Interest income includes amortization of deferred loan origination fees and costs.

⁽³⁾  Non-taxable loan and investment income is presented on a fully tax equivalent basis assuming a Federal tax rate of 21% for 2018 and 35% for 2017.

⁽⁴⁾  Interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities and is presented on a fully tax equivalent basis.

⁽⁵⁾  Net interest margin represents net interest income as a percentage of average interest earning assets.

18

	Six Months Ended June 30,
	2018						2017
	Average Balance		Interest		Yield/ Rate		Average Balance		Interest		Yield/ Rate
Interest Earning Assets:
Loans held for sale	$	559,495	$	9,860	3.52	%	$	575,223	$	10,467	3.64	%
Loans (1) (2) (3):
Commercial-related loans:
Commercial	4,760,122		114,744		4.79		4,382,565		95,375		4.33
Commercial loans collateralized by assignment of lease payments (lease loans)	2,074,991		39,603		3.82		1,964,121		36,174		3.68
Commercial real estate	4,083,346		98,864		4.82		3,766,842		82,619		4.36
Construction real estate	467,517		10,808		4.60		533,382		10,913		4.07
Total commercial-related loans	11,385,976		264,019		4.62		10,646,910		225,081		4.21
Other loans:
Residential real estate	1,393,074		22,887		3.29		1,233,193		20,552		3.33
Indirect	698,441		16,574		4.79		577,166		13,046		4.56
Home equity	205,497		4,650		4.56		248,414		4,977		4.04
Consumer	79,413		1,627		4.13		81,363		1,615		4.00
Total other loans	2,376,425		45,738		3.87		2,140,136		40,190		3.77
Total loans, excluding purchased credit-impaired loans	13,762,401		309,757		4.49		12,787,046		265,271		4.14
Purchased credit-impaired loans	109,839		7,726		14.18		158,652		10,149		12.90
Total loans	13,872,240		317,483		4.56		12,945,698		275,420		4.24
Taxable investment securities	1,387,964		18,513		2.67		1,566,172		17,839		2.28
Investment securities exempt from federal income taxes (3)	1,224,415		23,943		3.91		1,270,640		30,478		4.80
Federal funds sold	169		2		2.09		92		1		1.34
Other interest earning deposits	127,323		373		0.59		108,932		426		0.79
Total interest earning assets	$	17,171,606	$	370,174	4.30	%	$	16,466,757	$	334,631	4.05	%
Non-interest earning assets	2,876,870						2,730,533
Total assets	$	20,048,476					$	19,197,290
Interest Bearing Liabilities:
Core funding:
Money market, NOW and interest bearing deposits	$	4,875,120	$	13,967	0.58	%	$	4,518,021	$	5,906	0.26	%
Savings deposits	1,209,103		1,703		0.28		1,122,407		499		0.09
Certificates of deposit	1,391,777		7,160		1.04		1,281,774		3,926		0.62
Customer repurchase agreements	219,295		415		0.38		190,473		197		0.21
Total core funding	7,695,295		23,245		0.61		7,112,675		10,528		0.30
Wholesale funding:
Brokered accounts (includes fee expense)	1,084,342		9,589		1.78		817,762		5,937		1.46
Other borrowings	1,472,536		18,639		2.52		1,927,988		12,408		1.28
Total wholesale funding	2,556,878		28,228		2.21		2,745,750		18,345		1.33
Total interest bearing liabilities	$	10,252,173	$	51,473	1.01	%	$	9,858,425	$	28,873	0.59	%
Non-interest bearing deposits	6,354,286						6,273,127
Other non-interest bearing liabilities	493,595						458,039
Stockholders' equity	2,948,422						2,607,699
Total liabilities and stockholders' equity	$	20,048,476					$	19,197,290
Net interest income/interest rate spread (4)			$	318,701	3.29	%			$	305,758	3.46	%
Taxable equivalent adjustment			6,251						13,721
Net interest income, as reported			$	312,450					$	292,037
Net interest margin (5)					3.63	%					3.54	%
Tax equivalent effect					0.07	%					0.16	%
Net interest margin on a fully tax equivalent basis (5)					3.70	%					3.70	%

⁽¹⁾  Non-accrual loans are included in average loans.

⁽²⁾  Interest income includes amortization of deferred loan origination fees and costs.

⁽³⁾  Non-taxable loan and investment income is presented on a fully tax equivalent basis assuming a Federal tax rate of 21% for 2018 and 35% for 2017.

⁽⁴⁾  Interest rate spread represents the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities and is presented on a fully tax equivalent basis.

⁽⁵⁾  Net interest margin represents net interest income as a percentage of average interest earning assets.

19

The tables below reflect the impact that the acquisition accounting loan discount accretion on acquired loans had on the loan yield and net interest margin on a fully tax equivalent basis for the periods indicated (dollars in thousands):

	2Q18							1Q18							2Q17
	Average Balance			Interest		Yield		Average Balance			Interest		Yield		Average Balance			Interest		Yield
Loan yield excluding acquisition accounting discount accretion on bank merger loans:
Total loans, as reported	$	13,839,023		$	161,921	4.64	%	$	13,905,827		$	155,562	4.48	%	$	13,205,413		$	142,286	4.28	%
Less acquisition accounting discount on non-PCI loans	(17,584		)	2,267				(19,887		)	2,338				(29,492		)	3,869
Less acquisition accounting discount on PCI loans	(16,098		)	2,223				(18,696		)	2,411				(32,946		)	2,831
Total loans, excluding acquisition accounting discount on bank merger loans	$	13,872,705		$	157,431	4.50	%	$	13,944,410		$	150,813	4.33	%	$	13,267,851		$	135,586	4.06	%
Net interest margin on a fully tax equivalent basis, excluding acquisition accounting discount accretion on bank merger loans:
Total interest earning assets, as reported	$	17,274,824		$	162,198	3.73	%	$	17,067,243		$	156,503	3.67	%	$	16,680,959		$	155,794	3.71	%
Less acquisition accounting discount on non-PCI loans	(17,584		)	2,267				(19,887		)	2,338				(29,492		)	3,869
Less acquisition accounting discount on PCI loans	(16,098		)	2,223				(18,696		)	2,411				(32,946		)	2,831
Total interest earning assets/net interest margin on a fully tax equivalent basis, excluding acquisition accounting discount on bank merger loans	$	17,308,506		$	157,708	3.62	%	$	17,105,826		$	151,754	3.55	%	$	16,743,397		$	149,094	3.54	%

	Six Months Ended June 30,
	2018							2017
	Average Balance			Interest		Yield		Average Balance			Interest		Yield
Loan yield excluding acquisition accounting discount accretion on bank merger loans:
Total loans, as reported	$	13,872,240		$	317,483	4.56	%	$	12,945,698		$	275,420	4.24	%
Less acquisition accounting discount on non-PCI loans	(18,754		)	4,605				(31,877		)	8,839
Less acquisition accounting discount on PCI loans	(17,147		)	4,634				(36,726		)	5,019
Total loans, excluding acquisition accounting discount on bank merger loans	$	13,908,141		$	308,244	4.42	%	$	13,014,301		$	261,562	4.01	%
Net interest margin on a fully tax equivalent basis, excluding acquisition accounting discount accretion on bank merger loans:
Total interest earning assets, as reported	$	17,171,606		$	318,701	3.70	%	$	16,466,757		$	305,758	3.70	%
Less acquisition accounting discount on non-PCI loans	(18,754		)	4,605				(31,877		)	8,839
Less acquisition accounting discount on PCI loans	(17,147		)	4,634				(36,726		)	5,019
Total interest earning assets/net interest margin on a fully tax equivalent basis, excluding acquisition accounting discount on bank merger loans	$	17,207,507		$	309,462	3.58	%	$	16,535,360		$	291,900	3.52	%

20

NON-INTEREST INCOME

The following table presents non-interest income (in thousands):

																Six Months Ended
																June 30,
	2Q18			1Q18			4Q17			3Q17			2Q17			2018			2017
Core non-interest income:
Key fee initiatives:
Lease financing revenue, net	$	22,918		$	24,710		$	23,620		$	23,148		$	18,401		$	47,628		$	39,819
Treasury management fees	15,066			15,156			15,234			14,508			14,499			30,222			29,188
Wealth management fees	8,969			9,121			9,024			8,702			8,498			18,090			17,018
Card fees	5,654			4,787			5,032			4,585			4,413			10,441			8,979
Capital markets and international banking fees	3,785			2,998			3,999			4,870			3,586			6,783			6,839
Total key fee initiatives	56,392			56,772			56,909			55,813			49,397			113,164			101,843
Mortgage banking revenue	18,926			25,047			22,374			28,242			30,152			43,973			58,608
Consumer and other deposit service fees	2,929			2,912			3,261			3,424			3,285			5,841			6,648
Brokerage fees	1,050			864			942			1,004			1,250			1,914			2,375
Loan service fees	2,148			2,245			2,197			2,114			2,037			4,393			4,006
Increase in cash surrender value of life insurance	1,272			1,108			1,511			1,321			1,301			2,380			2,589
Other operating income	5,610			4,445			2,616			3,104			2,458			10,055			5,192
Total core non-interest income	88,327			93,393			89,810			95,022			89,880			181,720			181,261
Non-core non-interest income:
Net (loss) gain on investment securities	(86		)	(174		)	111			83			137			(260		)	368
Net loss on disposal of other assets	(397		)	(357		)	(2,016		)	(180		)	(4		)	(754		)	(127		)
Recovery of low to moderate income real estate investment (1)	—			—			1,006			210			488			—			488
Increase (decrease) in market value of assets held in trust for deferred compensation (1)	462			(60		)	912			796			669			402			1,630
Total non-core non-interest income	(21		)	(591		)	13			909			1,290			(612		)	2,359
Total non-interest income	$	88,306		$	92,802		$	89,823		$	95,931		$	91,170		$	181,108		$	183,620

⁽¹⁾  Resides in other operating income in the consolidated statements of operations.

21

NON-INTEREST EXPENSE

The following table presents non-interest expense (in thousands):

															Six Months Ended
															June 30,
	2Q18		1Q18			4Q17			3Q17			2Q17			2018		2017
Core non-interest expense: (1)
Salaries and employee benefits expense:
Salaries	$	63,157	$	64,587		$	62,465		$	61,992		$	59,889		$	127,744	$	118,700
Commissions	7,623		7,435			8,303			9,206			9,730			15,058		18,341
Bonus and stock-based compensation	12,853		12,055			13,332			11,911			12,553			24,908		24,843
Other salaries and benefits (2)	21,873		21,940			20,153			20,922			19,173			43,813		39,437
Total salaries and employee benefits expense	105,506		106,017			104,253			104,031			101,345			211,523		201,321
Occupancy and equipment expense	16,450		17,394			16,727			15,382			15,278			33,844		30,318
Computer services and telecommunication expense	10,871		11,156			11,287			10,093			9,709			22,027		18,964
Advertising and marketing expense	3,342		3,837			3,266			2,558			3,245			7,179		6,406
Professional and legal expense	5,434		1,894			2,914			2,109			2,447			7,328		5,041
Other intangible amortization expense	1,896		1,902			1,979			2,038			2,086			3,798		4,176
Net loss (gain) recognized on other real estate owned (A)	879		(143		)	(151		)	84			706			736		1,313
Other real estate expense, net (A)	169		190			47			(170		)	(16		)	359		221
Other operating expenses	23,039		21,919			23,450			22,702			23,577			44,958		45,740
Total core non-interest expense	167,586		164,166			163,772			158,827			158,377			331,752		313,500
Non-core non-interest expense: (1)
Merger related and repositioning expenses (B)	24,944		644			944			1,579			7,166			25,588		7,424
One-time bonuses	—		—			2,700			—			—
Branch exit and facilities impairment charges	—		—			—			1,759			—			—		—
Loss on extinguishment of debt	—		3,136			—			—			—			3,136		—
Contribution to MB Financial Charitable Foundation (C)	—		—			7,500			—			—			—		—
Increase (decrease) in market value of assets held in trust for deferred compensation (D)	462		(60		)	912			796			669			402		1,630
Total non-core non-interest expense	25,406		3,720			12,056			4,134			7,835			29,126		9,054
Total non-interest expense	$	192,992	$	167,886		$	175,828		$	162,961		$	166,212		$	360,878	$	322,554

⁽¹⁾  Letters denote the corresponding line items where these items reside in the consolidated statements of operations as follows:  A – Net loss (gain) recognized on other real estate owned and other expense, B – See merger related and repositioning expenses table below, C – Other operating expenses, and D – Salaries and employee benefits.

⁽²⁾  Includes health insurance, payroll taxes, 401(k) and profit sharing contributions, overtime, and temporary help expenses.

22

The following table presents the detail of merger related and repositioning expenses (in thousands):

														Six Months Ended
														June 30,
	2Q18		1Q18		4Q17			3Q17			2Q17			2018		2017
Merger related and repositioning expenses (1):
Salaries and employee benefits expense	$	17,510	$	557	$	1,382		$	988		$	552		$	18,067	$	1,166
Occupancy and equipment expense	1		35		119			—			6			36		10
Computer services and telecommunication expense	—		—		17			(31		)	76			—		261
Advertising and marketing expense	—		26		5			—			—			26		—
Professional and legal expense	3,453		4		43			—			3			3,457		100
Branch exit and facilities impairment charges (2)	340		—		(327		)	1,014			6,589			340		5,907
Contingent consideration expense (3)	—		—		(454		)	—			—			—		—
Other operating expenses (4)	3,640		22		159			(392		)	(60		)	3,662		(20		)
Total merger related and repositioning expenses	$	24,944	$	644	$	944		$	1,579		$	7,166		$	25,588	$	7,424

⁽¹⁾  Includes costs incurred in connection with the pending merger with Fifth Third, the discontinuation of our national mortgage origination business, the mortgage banking acquisition, and the American Chartered merger. For the second quarter of 2018, approximately $19 million relates to the discontinuation of our national mortgage origination business and approximately $6 million relates to the pending merger with Fifth Third.

⁽²⁾  Includes the following items: exit charges related to the closing of five of our mortgage retail offices in the second quarter of 2018; gains on previously closed branch facilities in the fourth quarter of 2017; costs associated with office space reconfiguration in the third quarter of 2017; and exit charges on branches closed in the second quarter of 2017 due to the American Chartered merger.

⁽³⁾  Includes an increase in our contingent consideration accrual for our acquisition of Celtic Leasing Corp. as a result of stronger lease residual performance than previously estimated. Also includes a decrease in our contingent consideration accrual for our acquisition of MSA Holdings, LLC. Resides in other operating expenses in the consolidated statements of operations.

⁽⁴⁾  Includes a $3.6 million goodwill impairment charge at the Mortgage Banking Segment in the second quarter of 2018.

The following table presents an alternative view of non-interest expense for the periods presented (in thousands):

															Six Months Ended
															June 30,
	2Q18			1Q18			4Q17			3Q17			2Q17		2018			2017
Core non-interest expense (1)	$	167,586		$	164,166		$	163,772		$	158,827		$	158,377	$	331,752		$	313,500
Less commissions (2)	7,623			7,435			8,303			9,206			9,730		15,058			18,341
Less net (gain) loss recognized on other real estate owned (3)	879			(143		)	(151		)	84			706		736			1,313
Less non-repeatable 4Q17 expenses (4)	—			—			2,600			—			—		—			—
Run-rate of non-interest expense	$	159,084		$	156,874		$	153,020		$	149,537		$	147,941	$	315,958		$	293,846
Percent change from prior period	+1.4		%	+2.5		%	+2.3		%	+1.1		%			+7.5		%

⁽¹⁾  See "Non-interest Expense" section for reconciliation of core non-interest expense to total non-interest expense as reported.

⁽²⁾  Resides in salaries and employee benefits expense on the consolidated statements of operations.

⁽³⁾  Resides in net loss (gain) recognized on other real estate owned and other expense on the consolidated statements of operations.

⁽⁴⁾  Includes a portion of expenses from the following: occupancy and equipment expense, computer services and telecommunication expense, professional and legal expense, and other operating expense (travel, postage, and operating losses).

23

INCOME TAX EXPENSE

The following table presents information on our income tax rate (dollars in thousands):

																Six Months Ended
																June 30,
	2Q18			1Q18			4Q17			3Q17			2Q17			2018			2017
Income before income taxes - as reported	$	48,164		$	70,789		$	63,745		$	85,400		$	64,253		$	118,953		$	139,670
Tax at Federal statutory rate (21% for 2018 and 35% for 2017)	10,114			14,866			22,310			29,890			22,489			24,980			48,885
Increase (decrease) due to:
Tax exempt income, net	(2,681		)	(2,639		)	(4,673		)	(4,665		)	(4,815		)	(5,320		)	(9,715		)
State tax expense (benefit), net of Federal impact	2,593			3,964			3,103			4,101			2,727			6,557			5,491
Other items, net	931			586			1,131			(802		)	261			1,517			1,068
Tax expense before discrete items	10,957			16,777			21,871			28,524			20,662			27,734			45,729
Income tax rate before discrete items (effective tax rate)	22.7		%	23.7		%	34.3		%	33.4		%	32.2		%	23.3		%	32.7		%
Discrete tax expense (benefit) items (1)	(483		)	(201		)	1,919			(1,643		)	(220		)	(684		)	(2,958		)
Discrete tax benefit corporate tax rate changes (2)	(843		)	(2,544		)	(104,239		)	(2,324		)	—			(3,387		)	—
Discrete tax expense (benefit) merger related items (3)	—			—			—			—			(655		)	—			(2,104		)
Income tax expense - as reported	$	9,631		$	14,032		$	(80,449	)	$	24,557		$	19,787		$	23,663		$	40,667
Income tax rate	20.0		%	19.8		%	(126.2		)%	28.8		%	30.8		%	19.9		%	29.1		%

⁽¹⁾  Includes tax benefits on the vesting of restricted shares, exercise of options, and other compensation as well as non-deductible merger expenses and the $2.1 million increase in state income tax accruals due to income allocation to high income tax rate jurisdictions for the fourth quarter of 2017.

⁽²⁾  Includes tax benefit due to the impact of the Illinois state income tax rate increase (effective July 1, 2017) on our deferred tax assets and the impact of the Federal income tax rate decrease due to the TCJ Act (enacted on December 22, 2017) on our net deferred tax liabilities.

⁽³⁾  Includes reversals of a tax liability no longer needed specifically related to two entities we acquired and certain non-deductible merger related items.

24

NON-GAAP FINANCIAL INFORMATION

This document contains certain financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (GAAP). These measures include operating earnings, operating earnings excluding the Mortgage Banking Segment, core non-interest income, core non-interest income to revenues (including and excluding Mortgage Banking Segment) (with non-core items excluded from both core non-interest income and revenues), core non-interest expense, non-core non-interest income, and non-core non-interest expense, net interest income on a fully tax equivalent basis, net interest margin on a fully tax equivalent basis, net interest margin on a fully tax equivalent basis excluding acquisition accounting discount accretion on bank merger loans, efficiency ratio (including and excluding Mortgage Banking Segment), and the ratio of annualized net non-interest expense to average assets with net gains and losses on investment securities, net losses on disposal of other assets, recovery of low to moderate income real estate investment, and increase and decrease in market value of assets held in trust for deferred compensation excluded from the non-interest income components of these ratios and branch exit and facilities impairment charges, merger related and repositioning expenses, restructuring severance charges, one-time bonuses, loss on extinguishment of debt, increase and decrease in market value of assets held in trust for deferred compensation, and contribution to MB Financial Charitable Foundation excluded from the non-interest expense components of these ratios, with tax equivalent adjustment for tax-exempt interest income and increase in cash surrender value of life insurance, as applicable; ratios of tangible equity to tangible assets, tangible common equity to tangible assets, and tangible common equity to risk-weighted assets; tangible book value per common share; annualized operating return, excluding Mortgage Banking Segment, on average assets, annualized operating return, excluding Mortgage Banking Segment, on average common equity, annualized cash return, excluding Mortgage Banking Segment, on average tangible common equity, and annualized cash operating return, excluding Mortgage Banking Segment, on average tangible common equity. Our management uses these non-GAAP measures, together with the related GAAP measures, in its analysis of our performance and in making business decisions. Management also uses these measures for peer comparisons.

Management believes that operating earnings, operating earnings excluding Mortgage Banking Segment, core and non-core non-interest income, and core and non-core non-interest expense are useful in assessing our core operating performance and in understanding the primary drivers of our non-interest income and non-interest expense when comparing periods.

Management believes that operating earnings adjusted for merger related and repositioning expenses is a useful measure because it excludes expenses that can significantly fluctuate from acquisition to acquisition. In addition, management believes that excluding these expenses provides investors and analysts a measure to better understand the Company's primary operations when comparing the periods presented in the earnings release.

The tax equivalent adjustment to net interest income, net interest margin, tax-exempt interest income, and increase in cash surrender value of life insurance recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a Federal tax rate of 21% for 2018 and 35% for 2017. Management believes that it is a standard practice in the banking industry to present net interest income and net interest margin on a fully tax equivalent basis, and accordingly believes that providing these measures may be useful for peer comparison purposes. For the same reasons, management believes that the tax equivalent adjustments to tax-exempt interest income and increase in cash surrender value of life insurance are useful.

Management also believes that by excluding net gains and losses on investment securities, net losses on disposal of other assets, recovery of low to moderate income real estate investment, and increase and decrease in market value of assets held in trust for deferred compensation from the non-interest income components, and excluding branch exit and facilities impairment charges, merger related and repositioning expenses, restructuring severance charges, one-time bonuses, loss on extinguishment of debt, increase and decrease in market value of assets held in trust for deferred compensation, and contribution to MB Financial Charitable Foundation from the non-interest expense components, of the efficiency ratio and the ratio of annualized net non-interest expense to average assets, these ratios better reflect our core operating performance, as the excluded items do not pertain to our core business operations and their exclusion makes these ratios more meaningful when comparing our operating results from period to period.

The other measures exclude the acquisition-related goodwill and other intangible assets, net of tax benefit, in determining tangible assets, tangible equity, tangible common equity, and average tangible common equity and exclude other intangible amortization expense, net of tax benefit, in determining net cash flow available to common stockholders. Management believes the presentation of these other financial measures, excluding the impact of such items, provides useful supplemental information that is helpful in understanding our financial results, as they provide a method to assess management’s success in utilizing our tangible capital, as well as our capital strength. Management also believes that providing measures that exclude balances of acquisition-related goodwill and other intangible assets, which are subjective components of valuation, facilitates the comparison of our performance with the performance of our peers. In addition, management believes that these are standard financial measures used in the banking industry to evaluate performance.

The non-GAAP disclosures contained herein should not be viewed as substitutes for the results determined to be in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

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Reconciliations of net interest margin on a fully tax equivalent basis to net interest margin and net interest margin on a fully tax equivalent basis excluding acquisition accounting discount accretion on bank merger loans to net interest margin are contained in the tables under "Net Interest Margin." A reconciliation of tangible book value per common share to book value per common share is contained in the "Selected Financial Data" table. Reconciliations of core and non-core non-interest income and non-interest expense to non-interest income and non-interest expense are contained in the tables under "Non-interest Income" and "Non-interest Expense."

The following table presents a reconciliation of tangible equity to stockholders' equity (in thousands):

	6/30/2018		3/31/2018		12/31/2017		9/30/2017		6/30/2017
Stockholders' equity - as reported	$	2,948,693	$	2,934,347	$	3,009,823	$	2,692,092	$	2,648,280
Less goodwill	999,925		1,003,548		1,003,548		999,925		999,925
Less other intangible assets, net of tax benefit	37,334		38,723		40,116		36,884		38,209
Tangible equity	$	1,911,434	$	1,892,076	$	1,966,159	$	1,655,283	$	1,610,146

The following table presents a reconciliation of tangible assets to total assets (in thousands):

	6/30/2018		3/31/2018		12/31/2017		9/30/2017		6/30/2017
Total assets - as reported	$	19,966,557	$	20,167,523	$	20,086,940	$	20,116,535	$	19,965,057
Less goodwill	999,925		1,003,548		1,003,548		999,925		999,925
Less other intangible assets, net of tax benefit	37,334		38,723		40,116		36,884		38,209
Tangible assets	$	18,929,298	$	19,125,252	$	19,043,276	$	19,079,726	$	18,926,923

The following table presents a reconciliation of tangible common equity to common stockholders' equity (in thousands):

	6/30/2018		3/31/2018		12/31/2017		9/30/2017		6/30/2017
Common stockholders' equity - as reported	$	2,753,974	$	2,739,628	$	2,699,824	$	2,576,812	$	2,532,708
Less goodwill	999,925		1,003,548		1,003,548		999,925		999,925
Less other intangible assets, net of tax benefit	37,334		38,723		40,116		36,884		38,209
Tangible common equity	$	1,716,715	$	1,697,357	$	1,656,160	$	1,540,003	$	1,494,574

The following table presents a reconciliation of average tangible common equity to average common stockholders’ equity (in thousands):

											Six Months Ended
											June 30,
	2Q18		1Q18		4Q17		3Q17		2Q17		2018		2017
Average common stockholders' equity - as reported	$	2,740,997	$	2,708,911	$	2,579,896	$	2,546,744	$	2,511,271	$	2,725,042	$	2,492,127
Less average goodwill	1,001,119		1,003,548		1,001,027		999,925		999,925		1,002,327		1,000,462
Less average other intangible assets, net of tax benefit	37,804		39,212		36,049		37,346		38,836		38,504		39,440
Average tangible common equity	$	1,702,074	$	1,666,151	$	1,542,820	$	1,509,473	$	1,472,510	$	1,684,211	$	1,452,225

The following table presents a reconciliation of net cash flow available to common stockholders to net income available to common stockholders (in thousands):

											Six Months Ended
											June 30,
	2Q18		1Q18		4Q17		3Q17		2Q17		2018		2017
Net income available to common stockholders - as reported	$	35,533	$	68,937	$	142,194	$	58,841	$	42,464	$	104,470	$	94,998
Plus other intangible amortization expense, net of tax benefit	1,498		1,503		1,286		1,325		1,356		3,000		2,714
Net cash flow available to common stockholders	$	37,031	$	70,440	$	143,480	$	60,166	$	43,820	$	107,470	$	97,712

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The following table presents a reconciliation of net income to operating earnings, excluding Mortgage Banking Segment (in thousands):

																Six Months Ended
																June 30,
	2Q18			1Q18			4Q17			3Q17			2Q17			2018			2017
Net income - as reported	$	38,533		$	56,757		$	144,194		$	60,843		$	44,466		$	95,290		$	99,003
Less non-core items:
Net (loss) gain on investment securities	(86		)	(174		)	111			83			137			(260		)	368
Net loss on disposal of other assets	(397		)	(357		)	(2,016		)	(180		)	(4		)	(754		)	(127		)
Recovery of low to moderate income real estate investment	—			—			1,006			210			488			—			488
Increase (decrease) in market value of assets held in trust for deferred compensation - other operating income	462			(60		)	912			796			669			402			1,630
Merger related and repositioning expenses	(24,944		)	(644		)	(944		)	(1,579		)	(7,166		)	(25,588		)	(7,424		)
One-time bonuses	—			—			(2,700		)	—			—
Branch exit and facilities impairment charges	—			—			—			(1,759		)	—			—			—
Loss on extinguishment of debt	—			(3,136		)	—			—			—			(3,136		)	—
Contribution to MB Financial Charitable Foundation	—			—			(7,500		)	—			—			—			—
(Increase) decrease in market value of assets held in trust for deferred compensation - other operating expense	(462		)	60			(912		)	(796		)	(669		)	(402		)	(1,630		)
Total non-core items	(25,427		)	(4,311		)	(12,043		)	(3,225		)	(6,545		)	(29,738		)	(6,695		)
Income tax expense on non-core items	(5,905		)	(1,153		)	(4,618		)	(1,283		)	(2,598		)	(7,058		)	(2,657		)
Income tax expense - other (1)	(843		)	(2,544		)	(104,239		)	—			(655		)	(3,387		)	(2,104		)
Non-core items, net of tax	(18,679		)	(614		)	96,814			(1,942		)	(3,292		)	(19,293		)	(1,934		)
Operating earnings	57,212			57,371			47,380			62,785			47,758			114,583			100,937
Operating (loss) earnings - Mortgage Banking Segment	(3,359		)	(295		)	(815		)	2,217			2,413			(3,654		)	4,092
Operating earnings, excluding Mortgage Banking Segment	60,571			57,666			48,195			60,568			45,345			118,237			96,845
Dividends on preferred shares	3,000			3,100			2,000			2,002			2,002			6,100			4,005
Operating earnings, excluding Mortgage Banking Segment, available to common stockholders	$	57,571		$	54,566		$	46,195		$	58,566		$	43,343		$	112,137		$	92,840
Diluted earnings per common share - as reported	$	0.42		$	0.81		$	1.67		$	0.69		$	0.50		$	1.23		$	1.12
Impact of return from preferred stockholders due to redemption	—			(0.18		)	—			—			—			(0.18		)	—
Impact of non-core items, net of tax	0.22			0.01			(1.14		)	0.03			0.04			0.23			0.02
Impact of excluding operating (loss) earnings - Mortgage Banking Segment	0.04			—			0.01			(0.03		)	(0.03		)	0.04			(0.05		)
Diluted operating earnings per common share, excluding Mortgage Banking Segment	$	0.68		$	0.64		$	0.54		$	0.69		$	0.51		$	1.32		$	1.10
Weighted average common shares outstanding for diluted operating earnings per common share	85,251,810			84,896,401			84,964,759			84,779,797			84,767,414			85,074,626			84,773,271

⁽¹⁾  The first and second quarters of 2018 and fourth quarter of 2017 include the reversal of deferred tax liability as a result of the decrease in Federal income tax rate effective January 1, 2018 due to the TCJ Act. The second quarter of 2018 reversal of $843 thousand was recognized as follows: $ 429 thousand of expense at the Banking Segment and $1.3 million reversal at the Leasing Segment. The first quarter 2018 reversal of $2.5 million was recognized at the Leasing Segment. The fourth quarter 2017 reversal of $104.2 million was recognized as follows: $6.5 million at our Banking Segment, $65.3 million at our Leasing Segment, and $32.4 million at our Mortgage Banking Segment. The first and second quarters of 2017 include reversals of tax liabilities no longer needed specifically related to two entities we acquired.

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The following table presents a reconciliation of net income to operating earnings for our operating segments (in thousands):

														Six Months Ended
														June 30,
	2Q18			1Q18			4Q17			3Q17		2Q17		2018			2017
Banking Segment:
Net income - as reported	$	47,893		$	46,550		$	43,435		$	52,584	$	37,899	$	94,443		$	84,853
Non-core items, net of tax	5,714			2,550			298			1,942		3,292		8,264			1,934
Operating earnings	$	53,607		$	49,100		$	43,733		$	54,526	$	41,191	$	102,707		$	86,787
Leasing Segment:
Net income - as reported	$	8,236		$	11,110		$	69,783		$	6,042	$	4,154	$	19,346		$	10,058
Non-core items, net of tax	(1,272		)	(2,544		)	(65,321		)	—		—		(3,816		)	—
Operating earnings	$	6,964		$	8,566		$	4,462		$	6,042	$	4,154	$	15,530		$	10,058
Mortgage Banking Segment:
Net (loss) income - as reported	$	(17,596	)	$	(903	)	$	30,976		$	2,217	$	2,413	$	(18,499	)	$	4,092
Non-core items, net of tax	14,237			608			(31,791		)	—		—		14,845			—
Operating (loss) earnings	$	(3,359	)	$	(295	)	$	(815	)	$	2,217	$	2,413	$	(3,654	)	$	4,092

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The following table presents the efficiency ratio calculation (dollars in thousands):

																Six Months Ended
																June 30,
	2Q18			1Q18			4Q17			3Q17			2Q17			2018			2017
Non-interest expense	$	192,992		$	167,886		$	175,828		$	162,961		$	166,212		$	360,878		$	322,554
Less merger related and repositioning expenses	24,944			644			944			1,579			7,166			25,588			7,424
Less loss on extinguishment of debt	—			3,136			—			—			—			3,136			—
Less one-time bonuses	—			—			2,700			—			—			—			—
Less branch exit and facilities impairment charges	—			—			—			1,759			—			—			—
Less contribution to MB Financial Charitable Foundation	—			—			7,500			—			—			—			—
Less (decrease) increase in market value of assets held in trust for deferred compensation	462			(60		)	912			796			669			402			1,630
Non-interest expense - as adjusted	$	167,586		$	164,166		$	163,772		$	158,827		$	158,377		$	331,752		$	313,500
Net interest income	$	159,069		$	153,381		$	153,393		$	156,947		$	148,994		$	312,450		$	292,037
Tax equivalent adjustment	3,129			3,122			6,483			6,657			6,800			6,251			13,721
Net interest income on a fully tax equivalent basis	162,198			156,503			159,876			163,604			155,794			318,701			305,758
Plus non-interest income	88,306			92,802			89,823			95,931			91,170			181,108			183,620
Plus tax equivalent adjustment on the increase in cash surrender value of life insurance	338			295			814			711			701			633			1,395
Less net (loss) gain on investment securities	(86		)	(174		)	111			83			137			(260		)	368
Less net loss on disposal of other assets	(397		)	(357		)	(2,016		)	(180		)	(4		)	(754		)	(127		)
Less recovery of low to moderate income real estate investment	—			—			1,006			210			488			—			488
Less (decrease) increase in market value of assets held in trust for deferred compensation	462			(60		)	912			796			669			402			1,630
Non-interest income - as adjusted	88,665			93,688			90,624			95,733			90,581			182,353			182,656
Total revenue - as adjusted and on a fully tax equivalent basis	$	250,863		$	250,191		$	250,500		$	259,337		$	246,375		$	501,054		$	488,414
Efficiency ratio	66.80		%	65.62		%	65.38		%	61.24		%	64.28		%	66.21		%	64.19		%
Efficiency ratio (without adjustments)	78.02		%	68.20		%	72.29		%	64.44		%	69.21		%	73.12		%	67.81		%

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The following table presents the efficiency ratio, excluding the Mortgage Banking Segment calculation (dollars in thousands):

																Six Months Ended
																June 30,
	2Q18			1Q18			4Q17			3Q17			2Q17			2018			2017
Non-interest expense - as adjusted (1)	$	167,586		$	164,166		$	163,772		$	158,827		$	158,377		$	331,752		$	313,500
Less Mortgage Banking Segment non-interest expense	33,611			35,928			34,397			35,449			36,407			69,539			71,066
Non-interest expense - as adjusted, less Mortgage Banking Segment	$	133,975		$	128,238		$	129,375		$	123,378		$	121,970		$	262,213		$	242,434
Total revenue - as adjusted and on a fully tax equivalent basis (1)	$	250,863		$	250,191		$	250,500		$	259,337		$	246,375		$	501,054		$	488,414
Less Mortgage Banking Segment net interest income	10,106			10,428			10,611			11,373			10,667			20,534			19,992
Less Mortgage Banking Segment non-interest income	18,937			25,048			22,374			28,243			30,152			43,985			58,608
Net interest income plus non-interest income - as adjusted, less Mortgage Banking Segment	$	221,820		$	214,715		$	217,515		$	219,721		$	205,556		$	436,535		$	409,814
Efficiency ratio, excluding Mortgage Banking Segment	60.40		%	59.72		%	59.48		%	56.15		%	59.34		%	60.07		%	59.16		%

⁽¹⁾  See "Efficiency Ratio Calculation" table for reconciliation of this item.

The following table presents the annualized net non-interest expense to average assets ratio calculation (dollars in thousands):

																Six Months Ended
																June 30,
	2Q18			1Q18			4Q17			3Q17			2Q17			2018			2017
Non-interest expense - as adjusted (1)	$	167,586		$	164,166		$	163,772		$	158,827		$	158,377		$	331,752		$	313,500
Less non-interest income - as adjusted (1)	88,665			93,688			90,624			95,733			90,581			182,353			182,656
Net non-interest expense - as adjusted	$	78,921		$	70,478		$	73,148		$	63,094		$	67,796		$	149,399		$	130,844
Average assets	$	20,157,187		$	19,938,557		$	20,166,673		$	19,945,855		$	19,389,463		$	20,048,476		$	19,197,290
Annualized net non-interest expense to average assets	1.57		%	1.43		%	1.44		%	1.25		%	1.40		%	1.50		%	1.37		%
Annualized net non-interest expense to average assets (without adjustments)	2.08		%	1.53		%	1.69		%	1.33		%	1.55		%	1.81		%	1.46		%

⁽¹⁾  See "Efficiency Ratio Calculation" table for reconciliation of this item.

The following table presents the core non-interest income to revenues ratio calculation (dollars in thousands):

																Six Months Ended
																June 30,
	2Q18			1Q18			4Q17			3Q17			2Q17			2018			2017
Non-interest income - as adjusted (1)	$	88,665		$	93,688		$	90,624		$	95,733		$	90,581		$	182,353		$	182,656
Total revenue - as adjusted and on a fully tax equivalent basis (1)	$	250,863		$	250,191		$	250,500		$	259,337		$	246,375		$	501,054		$	488,414
Core non-interest income to revenues ratio	35.34		%	37.45		%	36.18		%	36.91		%	36.77		%	36.39		%	37.40		%
Non-interest income to revenues ratio (without adjustments)	35.70		%	37.70		%	36.93		%	37.94		%	37.96		%	36.69		%	38.60		%

⁽¹⁾  See "Efficiency Ratio Calculation" table for reconciliation of this item.

30

The following table presents the core non-interest income to revenues ratio, excluding the Mortgage Banking Segment calculation (dollars in thousands):

																Six Months Ended
																June 30,
	2Q18			1Q18			4Q17			3Q17			2Q17			2018			2017
Non-interest income - as adjusted (1)	$	88,665		$	93,688		$	90,624		$	95,733		$	90,581		$	182,353		$	182,656
Less Mortgage Banking Segment non-interest income	18,937			25,048			22,374			28,243			30,152			43,985			58,608
Non-interest income - as adjusted, less Mortgage Banking Segment	$	69,728		$	68,640		$	68,250		$	67,490		$	60,429		$	138,368		$	124,048
Total revenue - as adjusted and on a fully tax equivalent basis (1)	$	250,863		$	250,191		$	250,500		$	259,337		$	246,375		$	501,054		$	488,414
Less Mortgage Banking Segment net interest income	10,106			10,428			10,611			11,373			10,667			20,534			19,992
Less Mortgage Banking Segment non-interest income	18,937			25,048			22,374			28,243			30,152			43,985			58,608
Total revenue - as adjusted and on a fully tax equivalent basis, less Mortgage Banking Segment	$	221,820		$	214,715		$	217,515		$	219,721		$	205,556		$	436,535		$	409,814
Core non-interest income to revenues ratio, excluding Mortgage Banking Segment	31.43		%	31.97		%	31.38		%	30.72		%	29.40		%	31.70		%	30.27		%

⁽¹⁾  See "Efficiency Ratio Calculation" table for reconciliation of this item.

31