MB Financial 8-K/A Financial Statements and Exhibits

EXHIBIT 99.4

UNAUDITED PRO FORMA COMBINED CONDENSEDCONSOLIDATED FINANCIAL INFORMATION

The following is the unaudited pro forma combined condensed consolidated financial information for MB Financial, Inc. ("MB Financial") and Taylor Capital Group, Inc. ("Taylor Capital"), giving effect to the merger of Taylor Capital with and into MB Financial. The unaudited pro forma combined condensed consolidated balance sheet as of June 30, 2014 gives effect to the merger as if it occurred on that date. The unaudited pro forma combined condensed consolidated statements of operations for the six months ended June 30, 2014 and the year ended December 31, 2013 give effect to the merger as if it occurred on January 1, 2013. The actual completion date of the merger was August 18, 2014.

The unaudited pro forma combined condensed consolidated financial statements have been prepared using the acquisition method of accounting for business combinations under GAAP. MB Financial is the acquirer for accounting purposes. Certain reclassifications have been made to the historical financial statements of Taylor Capital to conform to the presentation in MB Financial’s financial statements.

Based on the closing price of the acquisition, the actual number of shares of MB Financial common stock issued in the merger was approximately 19.6 million and the actual aggregate amount of the cash portion of the merger consideration was approximately $120.5 million. Cash consideration included the impact of “in-the-money” Taylor Capital stock options and warrants, for which MB Financial paid in the aggregate approximately $4.4 million in cash.  The cash consideration also includes the outstanding unvested Taylor Capital restricted stock awards, for which MB Financial will pay or has paid in the aggregate up to approximately $3.7 million in cash, as and to the extent such awards vest.

Fair value adjustments and amounts preliminarily allocated to goodwill and identifiable intangibles could change significantly from those allocations used in the unaudited pro forma combined condensed consolidated financial statements presented herein and could result in a material change in amortization of acquired intangible assets.

In connection with the plan to integrate the operations of MB Financial and Taylor Capital following the completion of the merger, MB Financial anticipates that nonrecurring charges, such as costs associated with systems implementation, severance and other costs related to exit or disposal activities, will be incurred. Refer to the footnotes to the unaudited pro forma combined condensed financial statements below for additional information on merger related costs. These charges will affect the results of operations of MB Financial and Taylor Capital, as well as those of the combined company following the completion of the merger, in the period in which they are recorded. The unaudited pro forma combined condensed consolidated statements of operations do not include the effects of the non-recurring costs associated with any restructuring or integration activities resulting from the merger or any anticipated disposition of assets that may result from such integration.

The actual amounts recorded as of the completion of the merger may differ materially from the information presented in these unaudited pro forma combined condensed consolidated financial statements as a result of:

• capital used or generated in Taylor Capital’s operations between the signing of the merger agreement and completion of the merger;

• changes in the fair values of Taylor Capital’s assets and liabilities;

• other changes in Taylor Capital’s net assets that occured prior to the completion of the merger, which could cause material changes in the information presented below; and

• the actual financial results of the combined company.

The unaudited pro forma combined condensed consolidated financial statements are provided for informational purposes only. The unaudited pro forma combined condensed consolidated financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the transaction been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma combined condensed consolidated financial statements and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma combined condensed consolidated financial information is based on, and should be read together with, the historical consolidated financial statements and related notes of MB Financial contained in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 and its Annual Report on Form 10-K for the year ended December 31, 2013, and of Taylor Capital contained in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 and its Annual Report on Form 10-K for the year ended December 31, 2013.

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MB FINANCIAL, INC. AND TAYLOR CAPITAL GROUP, INC.

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET

As of June 30, 2014

(In thousands)

			MB Financial			Taylor Capital			Pro Forma Adjustments				Pro Forma
ASSETS
Cash, cash equivalents and Federal funds sold			$	771,295		$	136,377		$	(120,510	)	A	$	787,162
Investment securities:
	Investment securities		2,396,350			1,093,079			(3,806		)	B	3,485,623
	Non-marketable securities - Federal Home Loan Bank and Federal Reserve Bank stock		51,432			61,617			—				113,049
		Total investment securities	2,447,782			1,154,696			(3,806		)		3,598,672
Loans held for sale			1,219			697,155			—				698,374
Loans:
	Total loans, excluding covered loans		5,421,758			3,693,003			(110,480		)	C	9,004,281
	Covered loans		134,966			—			—				134,966
	Total loans		5,556,724			3,693,003			(110,480		)		9,139,247
	Less: Allowance for loan losses		100,910			81,687			(81,687		)	D	100,910
		Net loans	5,455,814			3,611,316			(28,793		)		9,038,337
Goodwill			423,369			—			275,577			E	698,946
Other intangibles			21,014			—			25,000			F	46,014
Other assets			698,198			363,511			(10,769		)	G	1,050,940
		Total assets	$	9,818,691		$	5,963,055		$	136,699			$	15,918,445
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
	Noninterest bearing		$	2,605,367		$	1,113,886		$	—			$	3,719,253
	Interest bearing		5,157,697			2,885,654			2,101			H	8,045,452
		Total deposits	7,763,064			3,999,540			2,101				11,764,705
Borrowings			453,347			1,362,791			(5,764		)	I	1,810,374
Accrued expenses and other liabilities			236,964			101,429			5,107			J	343,500
		Total liabilities	8,453,375			5,463,760			1,444				13,918,579
STOCKHOLDERS' EQUITY
Preferred stock:
	Series A		—			100,000			15,280			K	115,280
	Nonvoting convertible		—			13			(13		)	K	—
Common stock			553			307			(111		)	K	749
Additional paid-in capital			742,824			418,169			100,905			K	1,261,898
Retained earnings			611,741			(74		)	74			K	611,741
Accumulated other comprehensive income			13,034			10,465			(10,465		)	K	13,034
Treasury stock			(4,295		)	(29,585		)	29,585			K	(4,295		)
	Controlling interest stockholders' equity		1,363,857			499,295			135,255				1,998,407
Noncontrolling interest			1,459			—			—				1,459
		Total stockholders' equity	1,365,316			499,295			135,255				1,999,866
		Total liabilities and stockholders' equity	$	9,818,691		$	5,963,055		$	136,699			$	15,918,445

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MB FINANCIAL, INC. AND TAYLOR CAPITAL GROUP, INC.

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2014

(In thousands, except share and per share data)

										Pro Forma
				MB Financial			Taylor Capital			Adjustments				Pro Forma
Interest income:
	Loans			$	112,149		$	80,167		$	11,592		L	$	203,908
	Investment securities			33,292			17,787			208			L	51,287
	Other interest earning accounts and federal funds sold			399			1			—				400
			Total interest income	145,840			97,955			11,800				255,595
Interest expense:
	Deposits			7,523			6,387			(1,151		)	L	12,759
	Borrowings			2,917			3,640			193			L	6,750
			Total interest expense	10,440			10,027			(958		)		19,509
			Net interest income	135,400			87,928			12,758				236,086
Provision for credit losses				(800		)	4,100			—				3,300
			Net interest income after provision for credit losses	136,200			83,828			12,758				232,786
Non-interest income:
	Commercial deposit and treasury management fees			14,250			6,620			—				20,870
	Lease financing, net			28,049			246			—				28,295
	Trust and asset management fees			10,612			—			—				10,612
	Card fees			6,005			177			—				6,182
	Consumer and other deposit service fees			6,091			329			—				6,420
	Net gain on sale of loans			246			—			—				246
	Mortgage banking revenue			—			55,298			—				55,298
	Other operating income			11,287			2,774			—				14,061
		Total non-interest income		76,540			65,444			—				141,984
Other expense:
	Salaries and employee benefits			90,999			70,823			—				161,822
	Occupancy and equipment expense			19,110			8,041			(858		)	L	26,293
	Computer services and telecommunication expense			10,163			5,485			—				15,648
	Advertising and marketing expense			4,302			453			—				4,755
	Other intangibles amortization expense			2,414			—			1,437			L	3,851
	Net loss (gain) recognized on other real estate owned			378			(1,138		)	—				(760		)
	Prepayment fees on interest bearing liabilities			—			—			—				—
	Other operating expenses			26,711			31,378			—				58,089
		Total other expense		154,077			115,042			579				269,698
Income before income taxes				58,663			34,230			12,179				105,072
	Income tax expense			15,588			14,874			4,872			M	35,334
Net income				43,075			19,356			7,307				69,738
	Dividends and discount accretion on preferred shares			—			2,000			—				2,000
Net income available to common stockholders				$	43,075		$	17,356		$	7,307			$	67,738
Earnings per Share:
Basic				$	0.79		$	0.57						$	0.91
Diluted				0.78			0.56							0.91
Average Shares Outstanding:
Basic				54,654,992			29,126,928			19,602,482			N	74,257,474
Diluted				55,232,703			29,345,162			19,602,482			N	74,835,185

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MB FINANCIAL, INC. AND TAYLOR CAPITAL GROUP, INC.

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2013

(In thousands, except share and per share data)

									Pro Forma
				MB Financial			Taylor Capital		Adjustments				Pro Forma
Interest income:
	Loans			$	238,542		$	155,464	$	30,605		L	$	424,611
	Investment securities			58,648			42,222		476			L	101,346
	Other interest earning accounts and federal funds sold			705			4		—				709
			Total interest income	297,895			197,690		31,081				526,666
Interest expense:
	Deposits			19,240			15,498		(2,302		)	L	32,436
	Borrowings			6,319			9,196		386			L	15,901
			Total interest expense	25,559			24,694		(1,916		)		48,337
			Net interest income	272,336			172,996		32,997				478,329
Provision for credit losses				(5,804		)	2,400		—				(3,404		)
			Net interest income after provision for credit losses	278,140			170,596		32,997				481,733
Non-interest income:
	Commercial deposit and treasury management fees			24,867			12,889		—				37,756
	Lease financing, net			61,243			73		—				61,316
	Trust and asset management fees			19,142			—		—				19,142
	Card fees			11,013			362		—				11,375
	Consumer and other deposit service fees			13,968			766		—				14,734
	Net gain on sale of loans			1,664			—		—				1,664
	Mortgage banking revenue			—			122,882		—				122,882
	Other operating income			22,497			20,960		—				43,457
		Total non-interest income		154,394			157,932		—				312,326
Other expense:
	Salaries and employee benefits			177,858			142,549		—				320,407
	Occupancy and equipment expense			36,878			17,766		(1,716		)	L	52,928
	Computer services and telecommunication expense			18,883			5,257		—				24,140
	Advertising and marketing expense			8,272			1,380		—				9,652
	Other intangibles amortization expense			6,084			—		3,315			L	9,399
	Net (gain) loss recognized on other real estate owned			(1,528		)	320		—				(1,208		)
	Prepayment fees on interest bearing liabilities			—			5,380		—				5,380
	Other operating expenses			48,141			55,995		—				104,136
		Total other expense		294,588			228,647		1,599				524,834
Income before income taxes				137,946			99,881		31,398				269,225
	Income tax expense			39,491			37,874		12,559			M	89,924
Net income				98,455			62,007		18,839				179,301
	Dividends and discount accretion on preferred shares			—			15,900		—				15,900
Net income available to common stockholders				$	98,455		$	46,107	$	18,839			$	163,401
Earnings per Share:
Basic				$	1.81		$	1.51					$	2.20
Diluted				1.79			1.50						2.19
Average Shares Outstanding:
Basic				54,509,612			28,807,517		19,602,482			N	74,112,094
Diluted				54,993,865			29,110,289		19,602,482			N	74,596,347

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Notes to Unaudited Pro Forma Combined Condensed Consolidated Financial Statements

Note 1 – Basis of Presentation

The unaudited pro forma combined condensed consolidated financial information has been prepared under the acquisition method of accounting for business combinations. The unaudited pro forma combined condensed consolidated statements of operations for the year ended December 31, 2013 and six months ended June 30, 2014, are presented as if the acquisition occurred on January 1, 2013. The unaudited pro forma combined condensed consolidated balance sheet as of June 30, 2014 is presented as if the acquisition occurred as of that date. This information is not intended to reflect the actual results that would have been achieved had the acquisition actually occurred on those dates. The pro forma adjustments are preliminary, based on estimates, and are subject to change as more information becomes available and after final analyses of the fair values of both tangible and intangible assets acquired and liabilities assumed are completed. Accordingly, the final fair value adjustments may be materially different from those presented in this document.

Certain historical data of Taylor Capital has been reclassified on a pro forma basis to conform to MB Financial's classifications.

Note 2 – Purchase Price

Each share of Taylor Capital common stock and nonvoting preferred stock was converted into the right to receive, upon completion of the merger, (1) 0.64318 shares of MB Financial common stock and (2) $4.08 in cash, representing an aggregate consideration mix of approximately 81% MB Financial stock and 19% cash. All "in-the-money" Taylor Capital stock options and warrants outstanding immediately prior to the merger were canceled in exchange for a cash payment as provided in the merger agreement, as were all then-outstanding unvested restricted stock awards of Taylor Capital; however, the cash consideration paid for such restricted stock awards will remain subject to vesting or other lapse restrictions. Shares of Taylor Capital Series A preferred stock were exchanged for shares of MB Financial Series A preferred stock, the terms of which are substantially identical to the terms of Taylor Capital Series A preferred stock.

Based on the June 30, 2014 data, MB Financial would have issued approximately 19.6 million shares of common stock in the merger, resulting in approximately 74.7 million shares of common stock outstanding after the merger, and paid aggregate cash consideration in the merger of approximately $120.5 million.

Note 3 – Allocation of Purchase Price of Taylor Capital

Under the acquisition method of accounting, Taylor Capital's assets and liabilities and any identifiable intangible assets are required to be adjusted to their estimated fair values. The excess of the purchase price over the fair value of the net assets acquired, net of deferred taxes, is allocated to goodwill. Estimated fair value adjustments included in the pro forma financial statements are based upon available information, and certain assumptions considered reasonable, and may be revised as additional information becomes available. The following are the pro forma adjustments made to record the transaction and to adjust Taylor Capital's assets and liabilities to their estimated fair values at June 30, 2014.

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(in thousands)
Purchase Price of Taylor Capital excluding Series A preferred stock:
	Market value of MB Financial common stock	$	519,270
	Cash paid	120,510
	Total purchase price excluding Series A preferred stock	$	639,780
Historical net assets of Taylor Capital as of June 30, 2014		$	499,295
	Less: Series A preferred stock	100,000
	Historical net assets adjusted by the estimated fair value of the Series A preferred stock	399,295
Fair market value adjustments as of June 30, 2014:
	Investment securities	(3,806		)
	Loans	(110,480		)
	Elimination of Taylor Capital's allowance for loan losses	81,687
	Other assets	(10,769		)
	Goodwill	275,577
	Core deposit intangibles	25,000
	Interest bearing deposits	(2,101		)
	Borrowings	5,764
	Preferred stock	(15,280		)
	Other liabilities	(5,107		)
		$	639,780

Both the purchase price and the historical net assets of Taylor Capital exclude Taylor Capital Series A preferred stock, the outstanding shares of which automatically converted into the right to receive shares of MB Financial Series A preferred stock. The fair value of the Taylor Capital Series A preferred stock approximates book value. All of the other asset and liability categories are either variable rate or short-term in nature and fair market value adjustments were considered to be immaterial to the financial presentation.

The purchase price adjustments are subject to further refinement, including the determination of a core deposit intangible and its life for amortization purposes.

The following pro forma adjustments are reflected in the unaudited pro forma condensed combined consolidated financial information:

A. Cash portion of the purchase price to be paid in the amount of $120.5 million.

B. Fair value adjustment on investment securities to be accreted using the 150% declining balance method over a remaining maturity of 12 years. The interest rate market value adjustment was determined based on quoted prices for similar investment securities or other observable market data.

C. Fair value adjustment on loans which includes $30.5 million to adjust for credit deterioration of the acquired portfolio and $80.0 million to reflect current interest rates and spreads to be accreted based on the level yield over a two-year weighted average remaining life of the acquired portfolio. The interest rate market value adjustment was determined based on the present value of estimated future cash flows of the loans to be acquired discounted using a weighted average market rate. The credit market value adjustment was determined based on assigned risk ratings, and the present value of estimated expected cash flows (including the estimated fair value of loan collateral).

D. Elimination of Taylor Capital's allowance for loan losses.

E. Estimate of goodwill. See the purchase price allocation above for calculation.

F. Estimate of core deposit intangible asset to be amortized using the double declining method over a 15-year remaining life. This asset was determined based on the present value of the estimated future cash flows of core deposits discounted using a weighted average market rate.

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G. Fair value adjustment on premises and equipment to be amortized using the straight line method over a 28-year remaining life of the premises and equipment. Also includes an asset related to the favorable operating lease terms relative to market terms to be amortized using the straight line method over the three-year weighted average remaining terms.

H. Fair value adjustment on interest bearing deposits to be amortized using the straight line method over a one-year weighted average remaining life of the deposits.

I. Fair value adjustments on the junior subordinated notes issued to capital trusts to be accreted using the straight line method over the 19-year remaining maturity.

J. Liability due to unfavorable operating lease terms relative to market terms to be accreted using the straight line method over the five-year weighted average remaining terms. Also includes net deferred tax asset based on the fair value adjustments that are not tax deductible using a tax rate of 40%.

K. Elimination of Taylor Capital's stockholders' equity and the issuance of MB Financial shares in the merger.

L. See Note 4 for the estimated amortization/accretion adjustments included in the pro forma combined condensed consolidated statements of operations.

M. Taxes were adjusted for pro forma purposes at a 40% rate for statements of operations adjustments.

N. Shares assumed to be issued by MB Financial in the merger.

Not included in the pro forma statements is provision related to the acquired loans. We anticipate recording a provision for the acquired portfolio in future periods related to renewing Taylor Capital loans, which is expected to largely offset the accretion from non-purchase credit impaired loans.

Note 4 – Estimated Amortization/Accretion of Acquisition Accounting Adjustments

For purposes of determining the pro forma effect of the merger on the statements of operations, the following pro forma adjustments have been made as if the acquisition occurred as of January 1, 2013 (in thousands):

	For the six months ended June 30, 2014			For the year ended December 31, 2013
Yield adjustment for interest income on investment securities	$	208		$	476
Yield adjustment for interest income on loans (1)	11,592			30,605
Amortization of operating leases and fixed assets	858			1,716
Amortization of core deposit intangible	(1,437		)	(3,315		)
Yield adjustment for interest expense on interest bearings deposits	1,151			2,302
Yield adjustment for interest expense on borrowings	(193		)	(386		)
Total adjustments	12,179			31,398
Tax effect on pro forma adjustments	4,872			12,559
Total adjustments, net of tax	$	7,307		$	18,839

⁽¹⁾ Includes accretion for interest rate market value adjustment.

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The following table presents the estimated amortization (accretion) of the acquisition accounting adjustments reflected in the unaudited pro forma combined condensed consolidated financial information on the future pre-tax net income of MB Financial after the merger with Taylor Capital as if the acquisition occurred as of January 1, 2013 (in thousands):

	Year 1			Year 2			Year 3			Year 4			Year 5			Year 6			Year 7
Yield adjustment for interest income on investment securities	$	476		$	416		$	364		$	319		$	279		$	279		$	279
Yield adjustment for interest income on loans (1)	30,605			18,784			12,298			7,003			3,650			2,653			1,990
Amortization of premises and equipment adjustment	52			52			52			52			52			52			52
Amortization of operating lease liabilities	1,664			1,664			1,664			1,664			1,664			1,664			(228		)
Amortization of core deposit intangible	(3,315		)	(2,873		)	(2,490		)	(2,158		)	(1,870		)	(1,621		)	(1,405		)
Yield adjustment for interest expense on interest bearings deposits	2,302			1,086			165			(41		)	(26		)	—			—
Yield adjustment for interest expense on borrowings	(386		)	(386		)	(386		)	(386		)	(386		)	(386		)	(386		)
Total adjustments to pro forma pre-tax net income	$	31,398		$	18,743		$	11,667		$	6,453		$	3,363		$	2,641		$	302

⁽¹⁾ Includes accretion for interest rate market value adjustment.

As noted above, not included in the pro forma statements is provision related to the acquired loans. We anticipate recording a provision for the acquired portfolio in future periods related to renewing Taylor Capital loans, which is expected to largely offset the accretion from non-purchase credit impaired loans.

Note 5 – Merger Costs of Taylor Capital

The table below reflects MB Financial’s current estimate of the aggregate merger costs of $27.1 million (net of $17.0 million of taxes, computed using the combined federal and state tax rate of 40%) expected to be incurred in connection with the merger, which are excluded from the pro forma financial statements. While a portion of these costs may be required to be recognized over time, the current estimate of these costs, primarily comprised of anticipated cash charges, include the following (in thousands):

Professional fees	$	9,000	(1)
Severance and retention plan	15,000
Data processing, termination and conversion	5,500
Lease termination and exit costs	10,500
Other	4,000
Pre-tax merger costs	44,000
Taxes	16,950
Total merger costs	$	27,050

⁽¹⁾   A portion of this amount is not tax deductible.

MB Financial's cost estimates are forward-looking. While the costs represent MB Financial's current estimate of merger costs associated with the merger, the ultimate level and timing of recognition of these costs will be based on the timing of the integration activities. The type and amount of actual costs incurred could vary materially from these estimates.

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