MB Financial 8-K MB Financial, Inc. Reports First Quarter 2017 Net Income of $54.5 Million

EXHIBIT 99

1Q17

MB FINANCIAL, INC. REPORTS FIRST QUARTER 2017NET INCOME OF $54.5 MILLION

CHICAGO, April 27, 2017 – MB Financial, Inc. (NASDAQ: MBFI), the holding company for MB Financial Bank, N.A., today announced first quarter 2017 net income of $54.5 million compared to $47.2 million last quarter and $39.1 million in the first quarter a year ago.  Diluted earnings per common share were $0.62 in the first quarter of 2017 compared to $0.53 last quarter and $0.50 in the first quarter a year ago.  

"Our company’s operating performance was solid in the first quarter," stated Mitchell Feiger, President and Chief Executive Officer of MB Financial, Inc. "We remain focused on making the investments necessary to build a high performing diversified bank. That strategy helped to grow loans by 6% annualized, as consumer and residential mortgage loans led the increase. While commercial-related loan growth was minimal in the quarter, our commercial-related loan pipeline is strong."

Mr. Feiger added, "While deposit balances declined slightly in the quarter reflecting normal first quarter activity, deposit costs increased only one basis point demonstrating the high quality deposit base we’ve worked hard to build. Generally, upward deposit pricing pressure has been modest, though that could change if industry liquidity tightens or wholesale interest rates rise further.

I was particularly pleased with the eight basis point improvement in our net interest margin. The increase was driven by better loan yields and asset mix, offset by an adverse change in liability mix.

As a result of an increased net interest margin, very low credit costs and good expense control, diluted operating earnings grew to 60 cents per share, an increase of 1.7% over last quarter and 11.1% over the first quarter of 2016. In addition, our return on tangible common equity increased to 15.27% and our return on average assets to 1.16%."

Operating Earnings (in thousands, except per share data)

	1Q17			4Q16		3Q16		2Q16		1Q16
Net income - as reported	$	54,537		$	47,191	$	44,419	$	43,412	$	39,114
Non-core items, net of tax (1)	(1,358		)	4,656		7,496		1,451		2,758
Operating earnings	53,179			51,847		51,915		44,863		41,872
Dividends on preferred shares	2,003			2,005		2,004		2,000		2,000
Operating earnings available to common stockholders	$	51,176		$	49,842	$	49,911	$	42,863	$	39,872
Diluted earnings per common share - as reported	$	0.62		$	0.53	$	0.54	$	0.56	$	0.50
Diluted operating earnings per common share	$	0.60		$	0.59	$	0.63	$	0.58	$	0.54

⁽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.

1

Key Items (compared to 4Q16)

Operating Earnings

• Operating earnings increased 2.6% (+10.4% annualized) to $53.2 million compared to $51.8 million in the prior quarter.

• Diluted operating earnings per common share were $0.60 compared to $0.59 in the prior quarter.

Loans

• Loans increased by $189.7 million (+1.5%, or +6.0% annualized) to $13.0 billion led by growth in residential real estate loans.

• Average yield on loans, excluding accretion on loans acquired in bank mergers, increased to 4.01% from 3.92% in the prior quarter.

Deposits

• Low cost deposits decreased by $168.3 million in the quarter (-1.4%, or -5.6% annualized) to $11.9 billion due to a decrease in mortgage escrow account balances, sale of our Philadelphia branch and seasonal deposit declines.

• Average cost of deposits (interest bearing and non-interest bearing deposits) increased one basis point to 0.22%.

Net interest margin

• Net interest margin on a fully tax equivalent basis, excluding accretion on loans acquired in bank mergers, increased by eight basis points to 3.55% from the prior quarter due to the impact of the December interest rate increase on loans and a favorable shift in the mix of interest earning assets partly offset by a higher average cost of borrowings and an unfavorable shift in liabilities (a higher percentage of borrowings).

• Average interest earning assets decreased by $246.5 million mostly due to the decrease in loans held for sale and taxable investment securities.

• Average cost of funds increased five basis points to 0.33%.

Operating Segments (compared to 4Q16)

Banking

• Operating earnings were $45.6 million compared to $43.8 million in the prior quarter.

• Operating earnings for the quarter were positively impacted by $2.7 million of tax benefit recorded on stock-based compensation during the quarter compared to $849 thousand in the prior quarter, an increase of $1.9 million.

Leasing

• Operating earnings were $5.9 million compared to $6.8 million in the prior quarter.

• Prior quarter was positively impacted by a $1.8 million negative provision for credit losses due to improvement of a potential problem loan.

Mortgage Banking

• Operating earnings were $1.7 million compared to $1.2 million in the prior quarter.

• The increase in operating earnings was the result of higher mortgage servicing revenue and lower non-interest expense partly offset by a decline in mortgage origination revenue.

Operating Segments

The Company's operations consist of 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. Our Mortgage Banking Segment originates residential mortgage loans for sale to investors through its retail and third party origination channels as well as residential mortgage loans held in our loan portfolio. The Mortgage Banking Segment also services residential mortgage loans owned by investors and the Company. 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.

2

Banking Segment

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

	1Q17		4Q16		3Q16		2Q16		1Q16
Net interest income	$	131,449	$	133,688	$	119,685	$	112,152	$	109,608
Provision for credit losses	3,527		4,193		4,394		2,995		7,001
Net interest income after provision for credit losses	127,922		129,495		115,291		109,157		102,607
Non-interest income:
Lease financing revenue, net	1,545		1,050		890		789		679
Commercial deposit and treasury management fees	14,689		14,237		12,957		11,548		11,878
Trust and asset management fees	8,520		8,442		8,244		8,236		7,950
Card fees	4,566		4,340		4,161		4,045		3,525
Capital markets and international banking service fees	3,253		4,021		3,313		2,771		3,227
Other non-interest income	9,306		9,314		10,252		8,544		7,789
Total non-interest income	41,879		41,404		39,817		35,933		35,048
Non-interest expense:
Salaries and employee benefits expense:
Salaries	42,120		42,797		38,575		35,951		34,527
Commissions	1,107		1,090		1,172		1,424		1,396
Bonus and stock-based compensation	10,619		9,535		10,553		10,852		6,476
Other salaries and benefits (1)	13,705		13,920		13,657		11,987		11,003
Total salaries and employee benefits expense	67,551		67,342		63,957		60,214		53,402
Occupancy and equipment expense	12,117		12,765		11,724		10,561		10,430
Computer services and telecommunication expense	7,514		8,813		7,418		6,945		6,446
Professional and legal expense	1,600		1,281		1,566		2,385		1,486
Other operating expenses	18,255		17,430		16,467		16,587		15,570
Total non-interest expense	107,037		107,631		101,132		96,692		87,334
Income before income taxes	62,764		63,268		53,976		48,398		50,321
Income tax expense	17,168		19,422		16,287		14,353		14,927
Net income	$	45,596	$	43,846	$	37,689	$	34,045	$	35,394
Total assets (period end)	$	16,009,339	$	16,368,881	$	16,453,379	$	13,296,238	$	13,235,848

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

Net income from our Banking Segment for the first quarter of 2017 increased $1.8 million compared to the prior quarter.

• Net interest income decreased due to two fewer days during the quarter.

• Provision for credit losses decreased reflecting stable credit quality as well as net recoveries for the quarter. We continue to provide for credit losses for loans acquired in bank mergers reflecting the transfer from acquired to renewed status.

• Non-interest income was consistent with the prior quarter. Commercial deposit and treasury management fees increased due to additional fees paid by existing customers, and card fees increased as a result of promotional debit card income during the quarter. Lease financing revenue, which includes revenue related to investments in joint venture lease pools, increased in the quarter due to higher earnings from these lease pools. These increases were offset by a decrease in capital markets and international banking service fees mainly due to lower M&A advisory and swap fees.

• Non-interest expense decreased mostly as a result of lower computer services and telecommunication expense driven by lower systems expense. This decrease was partially offset by higher bonus and stock-based compensation expense.

• Income tax expense was lower as a result of $2.7 million of tax benefit recorded for the vesting of restricted shares and exercises of stock options compared to $849 thousand in the prior quarter. The tax expense or benefit related to the vesting of restricted shares and exercises of stock options can fluctuate from period to period based on activity and the stock price of our common shares.

• Total assets decreased due to the transfer of previously acquired residential real estate loans to the Mortgage Banking Segment.

3

Leasing Segment

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

	1Q17			4Q16			3Q16		2Q16			1Q16
Net interest income	$	2,269		$	2,413		$	2,168	$	2,411		$	2,423
Provision for credit losses	(135		)	(1,750		)	1,964		(356		)	437
Net interest income after provision for credit losses	2,404			4,163			204		2,767			1,986
Non-interest income:
Lease financing revenue, net	20,253			19,005			17,974		14,919			18,367
Other non-interest income	1,173			754			785		786			839
Total non-interest income	21,426			19,759			18,759		15,705			19,206
Non-interest expense:
Salaries and employee benefits expense:
Salaries	4,810			4,811			4,550		4,242			3,810
Commissions	2,572			1,038			1,597		1,274			2,958
Bonus and stock-based compensation	955			1,516			950		829			872
Other salaries and benefits (1)	1,581			1,317			1,310		1,262			1,443
Total salaries and employee benefits expense	9,918			8,682			8,407		7,607			9,083
Occupancy and equipment expense	944			929			966		947			895
Computer services and telecommunication expense	458			483			432		431			363
Professional and legal expense	399			652			802		414			409
Other operating expenses	2,088			1,714			1,997		1,716			1,447
Total non-interest expense	13,807			12,460			12,604		11,115			12,197
Income before income taxes	10,023			11,462			6,359		7,357			8,995
Income tax expense	4,119			4,653			2,484		2,879			3,509
Net income	$	5,904		$	6,809		$	3,875	$	4,478		$	5,486
Total assets (period end)	$	1,173,558		$	1,224,169		$	1,126,847	$	1,081,723		$	1,045,117

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

Net income from our Leasing Segment for the first quarter of 2017 decreased $905 thousand compared to the prior quarter.

• Prior quarter included a $1.8 million negative provision for credit losses due to improvement of a potential problem loan.

• Lease financing revenue increased as a result of higher promotional income and residual gains partly offset by the decrease in fees from the sale of third-party equipment maintenance contracts.

• Non-interest expense increased due to higher commissions expense as a result of greater lease financing revenue and lower indirect capitalized costs. Bonus and stock-based compensation was higher in the prior quarter as a result of strong performance in 2016.

4

Mortgage Banking Segment

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

	1Q17		4Q16		3Q16		2Q16		1Q16
Net interest income	$	9,325	$	9,113	$	8,918	$	8,039	$	7,273
Provision for credit losses	342		179		191		190		125
Net interest income after provision for credit losses	8,983		8,934		8,727		7,849		7,148
Non-interest income:
Mortgage origination revenue	21,465		29,317		39,962		31,417		16,894
Mortgage servicing revenue	6,314		2,960		9,133		8,198		10,588
Other non-interest income	—		—		—		—		(3		)
Total non-interest income	27,779		32,277		49,095		39,615		27,479
Non-interest expense:
Salaries and employee benefits expense:
Salaries	11,881		12,945		12,958		12,088		11,450
Commissions	4,932		8,178		8,554		7,226		5,016
Bonus and stock-based compensation	716		1,116		1,477		1,190		1,309
Other salaries and benefits (1)	4,978		5,786		6,730		5,875		5,242
Total salaries and employee benefits expense	22,507		28,025		29,719		26,379		23,017
Occupancy and equipment expense	1,979		1,900		1,972		1,899		1,935
Computer services and telecommunication expense	1,663		1,910		1,881		1,890		1,941
Professional and legal expense	595		418		411		421		597
Other operating expenses	7,238		6,971		6,587		6,309		5,484
Total non-interest expense	33,982		39,224		40,570		36,898		32,974
Income before income taxes	2,780		1,987		17,252		10,566		1,653
Income tax expense	1,101		795		6,901		4,226		661
Net income	$	1,679	$	1,192	$	10,351	$	6,340	$	992
Total assets (period end)	$	1,963,165	$	1,709,267	$	1,761,656	$	1,617,829	$	1,294,688

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

Net income from our Mortgage Banking Segment for the first quarter of 2017 increased $487 thousand compared to the prior quarter.

• Lower mortgage origination volume and lower gain on sale margin caused a decrease in mortgage origination revenue.

• Mortgage servicing revenue increased due to higher servicing revenue and a lower decrease in the fair value of the mortgage servicing asset net of the related economic hedge activity.

• Non-interest expense decreased mostly due to lower salaries and employee benefits expense. Salaries expense decreased as a result of a decline in the number of full time equivalent employees. Commissions expense decreased due to lower mortgage origination volume.

• Computer services and telecommunication expense decreased due to lower systems expense.

• Total assets increased due to the transfer of previously acquired residential real estate loans from the Banking Segment and loan growth partially offset by a decrease in loans held for sale.

5

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,” “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) expected revenues, cost savings, synergies and other benefits from the MB Financial-American Chartered merger 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; (2) 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 losses, which could necessitate additional provisions for loan losses, resulting both from originated loans and loans acquired from other financial institutions; (3) competitive pressures among depository institutions; (4) interest rate movements and their impact on customer behavior, net interest margin and the value of our mortgage servicing rights; (5) 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 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; (6) the impact of repricing and competitors’ pricing initiatives on loan and deposit products; (7) fluctuations in real estate values; (8) the ability to adapt successfully to technological changes to meet customers’ needs and developments in the market place; (9) 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; (10) our ability to realize the residual values of its direct finance, leveraged and operating leases; (11) the ability to access cost-effective funding; (12) changes in financial markets; (13) changes in economic conditions in general and in the Chicago metropolitan area in particular; (14) the costs, effects and outcomes of litigation; (15) 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 or interpretations thereof by taxing authorities; (16) changes in accounting principles, policies or guidelines; (17) our future acquisitions of other depository institutions or lines of business; and (18) 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

6

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollars in thousands)	3/31/2017			12/31/2016			9/30/2016			6/30/2016			3/31/2016
ASSETS
Cash and due from banks	$	368,078		$	364,783		$	351,009		$	303,037		$	271,732
Interest earning deposits with banks	102,328			98,686			125,250			123,086			113,785
Total cash and cash equivalents	470,406			463,469			476,259			426,123			385,517
Investment securities:
Securities available for sale, at fair value	1,657,950			1,696,195			1,859,356			1,477,395			1,532,844
Securities held to maturity, at amortized cost	1,056,008			1,069,750			1,115,262			1,151,415			1,191,910
Non-marketable securities - FHLB and FRB Stock	144,427			143,276			146,209			130,232			121,750
Total investment securities	2,858,385			2,909,221			3,120,827			2,759,042			2,846,504
Loans held for sale	493,261			716,883			899,412			843,379			632,196
Loans:
Total loans, excluding purchased credit-impaired loans	12,789,667			12,605,726			12,379,358			10,061,076			9,820,903
Purchased credit-impaired loans	168,814			163,077			161,338			136,811			140,445
Total loans	12,958,481			12,768,803			12,540,696			10,197,887			9,961,348
Less: Allowance for loan and lease losses	144,170			139,366			139,528			135,614			134,493
Net loans	12,814,311			12,629,437			12,401,168			10,062,273			9,826,855
Lease investments, net	315,523			311,327			277,647			233,320			216,046
Premises and equipment, net	290,767			293,910			283,112			243,319			238,578
Cash surrender value of life insurance	202,233			200,945			199,628			138,657			137,807
Goodwill	999,925			1,001,038			993,799			725,039			725,068
Other intangibles	60,869			62,959			65,395			41,569			43,186
Mortgage servicing rights, at fair value	251,498			238,011			154,730			134,969			145,800
Other real estate owned, net	14,706			26,279			33,105			27,663			28,309
Other real estate owned related to FDIC transactions	3,864			5,006			5,177			8,356			10,397
Other assets	370,314			443,832			431,623			352,081			339,390
Total assets	$	19,146,062		$	19,302,317		$	19,341,882		$	15,995,790		$	15,575,653
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits:
Non-interest bearing	$	6,211,173		$	6,408,169		$	6,410,334		$	4,775,364		$	4,667,410
Interest bearing	7,788,210			7,702,279			7,868,932			6,660,732			6,866,416
Total deposits	13,999,383			14,110,448			14,279,266			11,436,096			11,533,826
Short-term borrowings	1,550,628			1,569,288			1,496,319			1,246,994			884,101
Long-term borrowings	315,618			311,790			311,645			518,545			439,615
Junior subordinated notes issued to capital trusts	210,769			210,668			209,159			185,925			185,820
Accrued expenses and other liabilities	453,236			520,914			482,085			451,695			409,406
Total liabilities	16,529,634			16,723,108			16,778,474			13,839,255			13,452,768
Stockholders' Equity
Preferred stock	115,572			115,572			116,507			115,280			115,280
Common stock	857			856			855			757			756
Additional paid-in capital	1,675,956			1,678,826			1,674,341			1,288,777			1,284,438
Retained earnings	875,295			838,892			809,769			783,468			756,272
Accumulated other comprehensive income	8,415			5,190			23,763			28,731			24,687
Treasury stock	(59,667		)	(60,384		)	(62,084		)	(60,732		)	(59,863		)
Controlling interest stockholders' equity	2,616,428			2,578,952			2,563,151			2,156,281			2,121,570
Noncontrolling interest	—			257			257			254			1,315
Total stockholders' equity	2,616,428			2,579,209			2,563,408			2,156,535			2,122,885
Total liabilities and stockholders' equity	$	19,146,062		$	19,302,317		$	19,341,882		$	15,995,790		$	15,575,653

7

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Dollars in thousands, except per share data)	1Q17			4Q16			3Q16			2Q16			1Q16
Interest income:
Loans:
Taxable	$	133,737		$	134,048		$	118,675		$	110,231		$	104,923
Nontaxable	2,880			2,947			2,846			2,741			2,586
Investment securities:
Taxable	9,122			9,362			8,844			7,799			9,566
Nontaxable	9,973			10,220			10,382			10,644			10,776
Other interest earning accounts	199			157			164			125			141
Total interest income	155,911			156,734			140,911			131,540			127,992
Interest expense:
Deposits	7,475			7,324			6,681			5,952			5,622
Short-term borrowings	2,380			1,472			1,092			910			721
Long-term borrowings and junior subordinated notes	3,013			2,724			2,367			2,076			2,345
Total interest expense	12,868			11,520			10,140			8,938			8,688
Net interest income	143,043			145,214			130,771			122,602			119,304
Provision for credit losses	3,734			2,622			6,549			2,829			7,563
Net interest income after provision for credit losses	139,309			142,592			124,222			119,773			111,741
Non-interest income:
Mortgage banking revenue	27,779			32,277			49,095			39,615			27,482
Lease financing revenue, net	21,418			19,868			18,864			15,708			19,046
Commercial deposit and treasury management fees	14,689			14,237			12,957			11,548			11,878
Trust and asset management fees	8,520			8,442			8,244			8,236			7,950
Card fees	4,566			4,340			4,161			4,045			3,525
Capital markets and international banking service fees	3,253			4,021			3,313			2,771			3,227
Consumer and other deposit service fees	3,363			3,563			3,559			3,161			3,025
Brokerage fees	1,125			887			1,294			1,315			1,158
Loan service fees	1,969			1,952			1,792			1,961			1,752
Increase in cash surrender value of life insurance	1,288			1,316			1,055			850			854
Net gain on investment securities	231			178			—			269			—
Net (loss) gain on disposal of other assets	(123		)	(749		)	5			(2		)	(48		)
Other operating income	3,695			2,491			4,048			2,523			1,844
Total non-interest income	91,773			92,823			108,387			92,000			81,693
Non-interest expense:
Salaries and employee benefits expense	101,551			108,428			111,478			95,004			85,591
Occupancy and equipment expense	15,044			15,689			14,766			13,415			13,260
Computer services and telecommunication expense	9,440			11,800			12,836			9,777			9,055
Advertising and marketing expense	3,161			3,045			3,084			2,964			2,878
Professional and legal expense	2,691			2,509			4,460			3,321			2,589
Other intangible amortization expense	2,091			2,388			1,674			1,617			1,626
Branch exit and facilities impairment charges	(682		)	—			(2,908		)	155			44
Net loss (gain) recognized on other real estate owned and other related expense	844			(790		)	(721		)	258			(346		)
Other operating expenses	21,525			22,691			25,716			21,395			21,103
Total non-interest expense	155,665			165,760			170,385			147,906			135,800
Income before income taxes	75,417			69,655			62,224			63,867			57,634
Income tax expense	20,880			22,464			17,805			20,455			18,520
Net income	54,537			47,191			44,419			43,412			39,114
Dividends on preferred shares	2,003			2,005			2,004			2,000			2,000
Net income available to common stockholders	$	52,534		$	45,186		$	42,415		$	41,412		$	37,114

8

	1Q17		4Q16		3Q16		2Q16		1Q16
Common share data:
Basic earnings per common share	$	0.63	$	0.54	$	0.55	$	0.56	$	0.51
Diluted earnings per common share	0.62		0.53		0.54		0.56		0.50
Weighted average common shares outstanding for basic earnings per common share	83,662,430		83,484,899		77,506,885		73,475,258		73,330,731
Weighted average common shares outstanding for diluted earnings per common share	84,778,130		84,674,181		78,683,170		74,180,374		73,966,935
Common shares outstanding (at end of period)	83,832,648		83,725,269		83,555,257		73,740,348		73,639,487

SELECTED FINANCIAL DATA

	1Q17			4Q16			3Q16			2Q16			1Q16
Performance Ratios:
Annualized return on average assets	1.16		%	0.98		%	1.02		%	1.11		%	1.02		%
Annualized operating return on average assets (1)	1.13			1.07			1.20			1.15			1.09
Annualized return on average common equity	8.62			7.36			7.67			8.27			7.52
Annualized operating return on average common equity (1)	8.39			8.12			9.02			8.56			8.08
Annualized cash return on average tangible common equity (2)	15.27			13.22			12.99			13.53			12.47
Annualized cash operating return on average tangible common equity (3)	14.88			14.54			15.23			13.99			13.37
Net interest rate spread	3.52			3.48			3.50			3.64			3.63
Cost of funds (4)	0.33			0.28			0.28			0.27			0.27
Efficiency ratio (5)	63.99			64.62			62.69			65.32			63.49
Annualized net non-interest expense to average assets (6)	1.35			1.35			1.06			1.35			1.31
Core non-interest income to revenues (7)	37.87			38.15			43.98			41.40			39.38
Net interest margin	3.57			3.50			3.49			3.60			3.57
Tax equivalent effect	0.17			0.17			0.19			0.21			0.22
Net interest margin - fully tax equivalent basis (8)	3.74			3.67			3.68			3.81			3.79
Net interest margin - fully tax equivalent basis excluding acquisition accounting discount accretion on bank merger loans (9)	3.55			3.47			3.50			3.57			3.55
Loans to deposits	92.56			90.49			87.82			89.17			86.37
Asset Quality Ratios:
Non-performing loans (10) to total loans	0.38		%	0.46		%	0.43		%	0.73		%	0.95		%
Non-performing assets (10) to total assets	0.34			0.45			0.45			0.64			0.79
Allowance for loan and lease losses to non-performing loans (10)	293.02			234.81			258.82			181.46			142.00
Allowance for loan and lease losses to total loans	1.11			1.09			1.11			1.33			1.35
Net loan (recoveries) charge-offs to average loans, excluding loans held for sale (annualized)	(0.03		)	0.10			0.09			0.09			0.06
Capital Ratios:
Tangible equity to tangible assets (11)	8.71		%	8.42		%	8.34		%	9.21		%	9.24		%
Tangible common equity to tangible assets (12)	8.07			7.79			7.71			8.46			8.46
Tangible common equity to risk weighted assets (13)	9.07			8.80			8.83			9.75			9.54
Total capital (to risk-weighted assets) (14)	11.80			11.63			11.66			12.81			12.65
Tier 1 capital (to risk-weighted assets) (14)	9.54			9.40			9.40			11.77			11.60
Common equity tier 1 capital (to risk-weighted assets) (14)	8.84			8.72			8.71			9.52			9.33
Tier 1 capital (to average assets) (14)	8.58			8.38			9.29			10.41			10.38
Per Share Data:
Book value per common share (15)	$	29.83		$	29.43		$	29.28		$	27.68		$	27.26
Less: goodwill and other intangible assets, net of tax benefit, per common share	12.40			12.45			12.40			10.20			10.22
Tangible book value per common share (16)	$	17.43		$	16.98		$	16.88		$	17.48		$	17.04
Cash dividends per common share	$	0.19		$	0.19		$	0.19		$	0.19		$	0.17

⁽¹⁾  Annualized operating return on average assets is computed by dividing annualized operating earnings by average total assets. Annualized operating return on average common equity is computed by dividing annualized operating earnings by average common equity. Operating earnings is defined as net income as reported less non-core items, net of tax.

9

⁽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 on average tangible common equity is computed by dividing annualized cash operating earnings (operating earnings plus other intangibles amortization expense, net of tax benefit, less dividends on preferred shares) by average tangible common equity. Operating earnings is defined as net income as reported less non-core items, net of tax.

⁽⁴⁾  Equals total interest expense divided by the sum of average interest bearing liabilities and noninterest bearing deposits.

⁽⁵⁾  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.

⁽⁶⁾  Equals total non-interest expense excluding non-core items less total non-interest income excluding non-core items, and including tax equivalent adjustment on the increase in cash surrender value of life insurance divided by average assets.

⁽⁷⁾  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.

⁽⁸⁾  Represents net interest income on a fully tax equivalent basis assuming a 35% tax rate, as a percentage of average interest earning assets.

⁽⁹⁾  Represents net interest income on a fully tax equivalent basis assuming a 35% tax rate, excluding acquisition accounting discount accretion on bank merger loans as a percentage of average interest earning assets.

⁽¹⁰⁾  Non-performing loans excludes purchased credit-impaired loans and loans held for sale.  Non-performing assets excludes 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

10

INVESTMENT SECURITIES

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

	3/31/2017			12/31/2016			9/30/2016		6/30/2016		3/31/2016
Securities available for sale:
Fair value
Government sponsored agencies and enterprises	$	23,330		$	23,415		$	53,968	$	54,457	$	64,762
States and political subdivisions	389,109			391,365			410,737		400,948		398,024
Mortgage-backed securities	1,056,529			1,076,692			1,173,330		785,367		834,559
Corporate bonds	178,097			193,895			210,193		225,525		224,530
Equity securities	10,885			10,828			11,128		11,098		10,969
Total fair value	$	1,657,950		$	1,696,195		$	1,859,356	$	1,477,395	$	1,532,844
Unrealized gain, net
Government sponsored agencies and enterprises	$	126		$	148		$	512	$	783	$	1,162
States and political subdivisions	17,780			14,824			27,696		31,132		27,018
Mortgage-backed securities	(2,412		)	(4,001		)	12,534		16,258		13,734
Corporate bonds	762			731			1,253		795		(1,127		)
Equity securities	(172		)	(172		)	196		226		155
Total unrealized gain, net	$	16,084		$	11,530		$	42,191	$	49,194	$	40,942
Securities held to maturity, at amortized cost:
States and political subdivisions	$	910,336		$	910,608		$	939,491	$	960,784	$	986,340
Mortgage-backed securities	145,672			159,142			175,771		190,631		205,570
Total amortized cost	$	1,056,008		$	1,069,750		$	1,115,262	$	1,151,415	$	1,191,910

11

LOAN PORTFOLIO

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

	3/31/2017					12/31/2016					9/30/2016					6/30/2016					3/31/2016
	Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total
Commercial-related loans:
Commercial	$	4,364,122		34	%	$	4,346,506		34	%	$	4,385,812		35	%	$	3,561,500		35	%	$	3,509,604		36	%
Commercial loans collateralized by assignment of lease payments (lease loans)	2,008,601			16		2,002,976			16		1,873,380			15		1,794,465			18		1,774,104			18
Commercial real estate	3,734,171			29		3,788,016			29		3,794,801			30		2,827,720			28		2,831,814			28
Construction real estate	554,942			4		518,562			4		451,023			4		357,807			3		310,278			3
Total commercial-related loans	10,661,836			83		10,656,060			83		10,505,016			84		8,541,492			84		8,425,800			85
Other loans:
Residential real estate	1,227,218			9		1,060,828			8		998,827			8		753,707			7		677,791			7
Indirect vehicle	573,792			4		541,680			4		522,271			4		491,480			5		432,915			4
Home equity	246,805			2		266,377			2		275,288			2		198,622			2		207,079			2
Consumer	80,016			1		80,781			1		77,956			1		75,775			1		77,318			1
Total other loans	2,127,831			16		1,949,666			15		1,874,342			15		1,519,584			15		1,395,103			14
Total loans, excluding purchased credit-impaired loans	12,789,667			99		12,605,726			98		12,379,358			99		10,061,076			99		9,820,903			99
Purchased credit-impaired loans	168,814			1		163,077			2		161,338			1		136,811			1		140,445			1
Total loans	$	12,958,481		100	%	$	12,768,803		100	%	$	12,540,696		100	%	$	10,197,887		100	%	$	9,961,348		100	%
Change from prior quarter	+1.5		%			+1.8		%			+23.0		%			+2.4		%			+1.7		%
Change from same quarter one year ago	+30.1		%			+30.4		%			+33.6		%			+12.1		%			+11.7		%

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

	1Q17					4Q16					3Q16					2Q16					1Q16
	Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total
Commercial-related loans:
Commercial	$	4,269,545		34	%	$	4,274,398		35	%	$	3,850,588		35	%	$	3,522,641		35	%	$	3,531,441		36	%
Commercial loans collateralized by assignment of lease payments (lease loans)	1,938,564			15		1,896,486			15		1,825,505			16		1,777,763			18		1,754,558			18
Commercial real estate	3,742,505			30		3,775,599			30		3,183,131			29		2,821,516			28		2,734,148			28
Construction real estate	554,612			4		486,861			4		397,480			4		351,079			3		276,797			3
Total commercial-related loans	10,505,226			83		10,433,344			84		9,256,704			84		8,472,999			84		8,296,944			85
Other loans:
Residential real estate	1,133,927			9		1,031,152			8		862,393			7		710,384			7		640,231			7
Indirect vehicle	552,669			4		532,782			4		507,772			5		462,053			5		404,473			4
Home equity	253,654			2		273,694			2		231,399			2		202,228			2		210,678			2
Consumer	81,564			1		80,113			1		77,451			1		78,108			1		80,569			1
Total other loans	2,021,814			16		1,917,741			15		1,679,015			15		1,452,773			15		1,335,951			14
Total loans, excluding purchased credit-impaired loans	12,527,040			99		12,351,085			99		10,935,719			99		9,925,772			99		9,632,895			99
Purchased credit-impaired loans	156,058			1		152,509			1		135,548			1		136,415			1		139,451			1
Total loans	$	12,683,098		100	%	$	12,503,594		100	%	$	11,071,267		100	%	$	10,062,187		100	%	$	9,772,346		100	%
Change from prior quarter	+1.4		%			+12.9		%			+10.0		%			+3.0		%			+2.5		%
Change from same quarter one year ago	+29.8		%			+31.1		%			+20.5		%			+12.2		%			+9.9		%

12

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):

	3/31/2017			12/31/2016			9/30/2016			6/30/2016			3/31/2016
Non-performing loans:
Non-accrual loans (1)	$	47,042		$	48,974		$	52,135		$	67,544		$	93,602
Loans 90 days or more past due, still accruing interest	2,159			10,378			1,774			7,190			1,112
Total non-performing loans	49,201			59,352			53,909			74,734			94,714
Other real estate owned	14,706			26,279			33,105			27,663			28,309
Repossessed assets	477			322			453			459			187
Total non-performing assets	$	64,384		$	85,953		$	87,467		$	102,856		$	123,210
Potential problem loans (2)	$	153,779		$	144,544		$	111,594		$	99,782		$	110,193
Purchased credit-impaired loans (3)	$	168,814		$	163,077		$	161,338		$	136,811		$	140,445
Total non-performing, potential problem and purchased credit-impaired loans	$	371,794		$	366,973		$	326,841		$	311,327		$	345,352
Total allowance for loan and lease losses	$	144,170		$	139,366		$	139,528		$	135,614		$	134,493
Accruing restructured loans (4)	31,384			32,687			28,561			26,715			27,269
Total non-performing loans to total loans	0.38		%	0.46		%	0.43		%	0.73		%	0.95		%
Total non-performing assets to total assets	0.34			0.45			0.45			0.64			0.79
Allowance for loan and lease losses to non-performing loans	293.02			234.81			258.82			181.46			142.00

⁽¹⁾  Includes $20.7 million, $27.1 million, $23.4 million, $28.9 million and $24.0 million of restructured loans on non-accrual status at March 31, 2017, December 31, 2016, September 30, 2016, June 30, 2016 and March 31, 2016, 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 $68.8 million, $66.1 million, $60.1 million, $54.1 million and $50.4 million of Government National Mortgage Association ("GNMA") loans that have been repurchased at March 31, 2017, December 31, 2016, September 30, 2016, June 30, 2016 and March 31, 2016, 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.

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

	3/31/2017		12/31/2016		9/30/2016		6/30/2016		3/31/2016
Commercial and lease	$	8,739	$	15,189	$	14,898	$	29,509	$	28,590
Commercial real estate	8,719		11,767		4,655		7,163		27,786
Consumer-related	31,743		32,396		34,356		38,062		38,338
Total non-performing loans	$	49,201	$	59,352	$	53,909	$	74,734	$	94,714

13

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

	1Q17			4Q16			3Q16			2Q16			1Q16
Allowance for credit losses, balance at the beginning of period	$	141,842		$	142,399		$	138,333		$	137,732		$	131,508
Provision for credit losses	3,734			2,622			6,549			2,829			7,563
Charge-offs	3,373			6,442			4,157			6,424			3,588
Recoveries	4,295			3,263			1,674			4,196			2,249
Net (recoveries) charge-offs	(922		)	3,179			2,483			2,228			1,339
Allowance for credit losses	146,498			141,842			142,399			138,333			137,732
Allowance for unfunded credit commitments	(2,328		)	(2,476		)	(2,871		)	(2,719		)	(3,239		)
Allowance for loan and lease losses	$	144,170		$	139,366		$	139,528		$	135,614		$	134,493
Total loans, excluding loans held for sale	$	12,958,481		$	12,768,803		$	12,540,696		$	10,197,887		$	9,961,348
Average loans, excluding loans held for sale	12,683,098			12,503,594			11,071,267			10,062,187			9,772,346
Allowance for loan and lease losses to total loans, excluding loans held for sale	1.11		%	1.09		%	1.11		%	1.33		%	1.35		%
Net loan (recoveries) charge-offs to average loans, excluding loans held for sale (annualized)	(0.03		)	0.10			0.09			0.09			0.06

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):

	3/31/2017		12/31/2016		9/30/2016		6/30/2016		3/31/2016
Commercial related loans:
General reserve	$	125,370	$	120,221	$	112,653	$	108,972	$	98,001
Specific reserve	1,272		3,243		9,698		12,205		20,995
Consumer related reserve	17,528		15,902		17,177		14,437		15,497
Total allowance for loan and lease losses	$	144,170	$	139,366	$	139,528	$	135,614	$	134,493

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 March 31, 2017 (in thousands):

	Non-Accretable Discount - PCI Loans			Accretable Discount - PCI Loans			Accretable Discount - Non-PCI Loans			Total
Balance at beginning of period	$	27,617		$	16,050		$	36,598		$	80,265
Purchases (1)	(1,687		)	43			(202		)	(1,846		)
Charge-offs	(5,172		)	—			—			(5,172		)
Accretion	—			(2,188		)	(4,970		)	(7,158		)
Transfer (2)	(1,006		)	1,006			—			—
Balance at end of period	$	19,752		$	14,911		$	31,426		$	66,089

⁽¹⁾  The acquisition accounting discount for loans acquired in the American Chartered merger was revised compared to previously reported balances. The change is reflected in this line.

⁽²⁾  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.

14

DEPOSIT MIX

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

	3/31/2017					12/31/2016					9/30/2016					6/30/2016					3/31/2016
	Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total
Low cost deposits:
Non-interest bearing deposits	$	6,211,173		44	%	$	6,408,169		46	%	$	6,410,334		45	%	$	4,775,364		42	%	$	4,667,410		40	%
Money market, NOW and interest bearing deposits	4,580,773			33		4,543,004			32		4,660,407			33		3,771,111			33		4,048,054			35
Savings deposits	1,126,879			8		1,135,992			8		1,147,900			8		1,021,845			9		991,300			9
Total low cost deposits	11,918,825			85		12,087,165			86		12,218,641			86		9,568,320			84		9,706,764			84
Certificates of deposit:
Certificates of deposit	1,261,228			9		1,225,102			9		1,298,186			9		1,220,562			11		1,255,457			11
Brokered certificates of deposit	819,330			6		798,181			5		762,439			5		647,214			5		571,605			5
Total certificates of deposit	2,080,558			15		2,023,283			14		2,060,625			14		1,867,776			16		1,827,062			16
Total deposits	$	13,999,383		100	%	$	14,110,448		100	%	$	14,279,266		100	%	$	11,436,096		100	%	$	11,533,826		100	%
Change from prior quarter	-0.8		%			-1.2		%			+24.9		%			-0.8		%			+0.2		%
Change from same quarter one year ago	+21.4		%			+22.6		%			+26.9		%			+5.3		%			+4.7		%

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

	1Q17					4Q16					3Q16					2Q16					1Q16
	Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total
Low cost deposits:
Non-interest bearing deposits	$	6,209,402		45	%	$	6,454,025		45	%	$	5,524,043		43	%	$	4,806,692		42	%	$	4,606,008		40	%
Money market, NOW and interest bearing deposits	4,529,402			33		4,628,698			33		4,161,913			33		3,836,134			33		4,109,150			36
Savings deposits	1,131,757			8		1,140,926			8		1,080,609			8		1,006,902			9		984,019			9
Total low cost deposits	11,870,561			86		12,223,649			86		10,766,565			84		9,649,728			84		9,699,177			85
Certificates of deposit:
Certificates of deposit	1,245,152			9		1,263,675			9		1,257,959			10		1,237,198			11		1,237,971			11
Brokered certificates of deposit	815,473			5		779,411			5		702,030			6		598,702			5		534,910			4
Total certificates of deposit	2,060,625			14		2,043,086			14		1,959,989			16		1,835,900			16		1,772,881			15
Total deposits	$	13,931,186		100	%	$	14,266,735		100	%	$	12,726,554		100	%	$	11,485,628		100	%	$	11,472,058		100	%
Change from prior quarter	-2.4		%			+12.1		%			+10.8		%			+0.1		%			-0.5		%
Change from same quarter one year ago	+21.4		%			+23.7		%			+13.2		%			+5.4		%			+4.4		%

STATEMENT OF OPERATIONS DETAILS TO FOLLOW

15

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):

	1Q17						4Q16						1Q16
	Average Balance		Interest		Yield/ Rate		Average Balance		Interest		Yield/ Rate		Average Balance		Interest		Yield/ Rate
Interest Earning Assets:
Loans held for sale	$	565,128	$	5,033	3.56	%	$	859,254	$	7,100	3.31	%	$	661,021	$	5,966	3.61	%
Loans (1) (2) (3):
Commercial-related loans:
Commercial	4,269,545		45,755		4.29		4,274,398		45,255		4.14		3,531,441		37,357		4.18
Commercial loans collateralized by assignment of lease payments (lease loans)	1,938,564		17,781		3.67		1,896,486		17,275		3.64		1,754,558		16,577		3.78
Commercial real estate	3,742,505		40,500		4.33		3,775,599		41,508		4.30		2,734,148		28,039		4.06
Construction real estate	554,612		5,569		4.02		486,861		4,592		3.69		276,797		2,902		4.15
Total commercial-related loans	10,505,226		109,605		4.17		10,433,344		108,630		4.07		8,296,944		84,875		4.05
Other loans:
Residential real estate	1,133,927		9,441		3.33		1,031,152		8,522		3.31		640,231		5,695		3.56
Home equity	253,654		2,502		4.00		273,694		2,651		3.85		210,678		2,033		3.88
Indirect	552,669		6,111		4.48		532,782		6,198		4.63		404,473		4,758		4.73
Consumer	81,564		800		3.98		80,113		776		3.86		80,569		794		3.97
Total other loans	2,021,814		18,854		3.78		1,917,741		18,147		3.76		1,335,951		13,280		4.00
Total loans, excluding purchased credit-impaired loans	12,527,040		128,459		4.16		12,351,085		126,777		4.08		9,632,895		98,155		4.10
Purchased credit-impaired loans	156,058		4,675		12.15		152,509		4,704		12.27		139,451		4,780		13.75
Total loans	12,683,098		133,134		4.26		12,503,594		131,481		4.18		9,772,346		102,935		4.24
Taxable investment securities	1,593,209		9,122		2.29		1,721,537		9,362		2.18		1,524,583		9,566		2.51
Investment securities exempt from federal income taxes (3)	1,278,150		15,344		4.80		1,304,931		15,724		4.82		1,362,468		16,579		4.87
Federal funds sold	38		0		1.23		36		0		1.00		42		0		1.00
Other interest earning deposits	130,553		199		0.62		107,311		157		0.58		113,748		141		0.50
Total interest earning assets	$	16,250,176	$	162,832	4.06	%	$	16,496,663	$	163,824	3.95	%	$	13,434,208	$	135,187	4.05	%
Non-interest earning assets	2,752,806						2,696,084						2,053,357
Total assets	$	19,002,982					$	19,192,747					$	15,487,565
Interest Bearing Liabilities:
Core funding:
Money market, NOW and interest bearing deposits	$	4,529,402	$	2,622	0.23	%	$	4,628,698	$	2,593	0.22	%	$	4,109,150	$	2,086	0.20	%
Savings deposits	1,131,757		255		0.09		1,140,926		273		0.10		984,019		159		0.06
Certificates of deposit	1,245,152		1,690		0.55		1,263,675		1,728		0.54		1,237,971		1,413		0.46
Customer repurchase agreements	198,977		100		0.20		247,273		129		0.21		190,114		94		0.20
Total core funding	7,105,288		4,667		0.27		7,280,572		4,723		0.26		6,521,254		3,752		0.23
Wholesale funding:
Brokered certificates of deposit (includes fee expense)	815,473		2,908		1.45		779,411		2,730		1.39		534,910		1,964		1.48
Other borrowings	1,819,393		5,293		1.16		1,638,605		4,067		0.97		1,327,274		2,972		0.89
Total wholesale funding	2,634,866		8,201		1.26		2,418,016		6,797		1.12		1,862,184		4,936		1.07
Total interest bearing liabilities	$	9,740,154	$	12,868	0.54	%	$	9,698,588	$	11,520	0.47	%	$	8,383,438	$	8,688	0.42	%
Non-interest bearing deposits	6,209,402						6,454,025						4,606,008
Other non-interest bearing liabilities	465,083						482,449						398,460
Stockholders' equity	2,588,343						2,557,685						2,099,659
Total liabilities and stockholders' equity	$	19,002,982					$	19,192,747					$	15,487,565
Net interest income/interest rate spread (4)			$	149,964	3.52	%			$	152,304	3.48	%			$	126,499	3.63	%
Taxable equivalent adjustment			6,921						7,090						7,195
Net interest income, as reported			$	143,043					$	145,214					$	119,304
Net interest margin (5)					3.57	%					3.50	%					3.57	%
Tax equivalent effect					0.17	%					0.17	%					0.22	%
Net interest margin on a fully tax equivalent basis (5)					3.74	%					3.67	%					3.79	%

⁽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 35% tax rate.

⁽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.

16

The tables below reflect the impact 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):

	1Q17							4Q16							1Q16
	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	$	12,683,098		$	133,134	4.26	%	$	12,503,594		$	131,481	4.18	%	$	9,772,346		$	102,935	4.24	%
Less acquisition accounting discount accretion on non-PCI loans	(38,442		)	4,970				(42,978		)	4,854				(32,293		)	4,950
Less acquisition accounting discount accretion on PCI loans	(33,811		)	2,188				(34,360		)	2,709				(25,696		)	2,403
Total loans, excluding acquisition accounting discount accretion on bank merger loans	$	12,755,351		$	125,976	4.01	%	$	12,580,932		$	123,918	3.92	%	$	9,830,335		$	95,582	3.91	%
Net interest margin on a fully tax equivalent basis, excluding acquisition accounting discount accretion on bank merger loans:
Total interest earning assets, as reported	$	16,250,176		$	149,964	3.74	%	$	16,496,663		$	152,304	3.67	%	$	13,434,208		$	126,499	3.79	%
Less acquisition accounting discount accretion on non-PCI loans	(38,442		)	4,970				(42,978		)	4,854				(32,293		)	4,950
Less acquisition accounting discount accretion on PCI loans	(33,811		)	2,188				(34,360		)	2,709				(25,696		)	2,403
Total interest earning assets/net interest margin on a fully tax equivalent basis, excluding acquisition accounting discount accretion on bank merger loans	$	16,322,429		$	142,806	3.55	%	$	16,574,001		$	144,741	3.47	%	$	13,492,197		$	119,146	3.55	%

NON-INTEREST INCOME

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

	1Q17			4Q16			3Q16		2Q16			1Q16
Core non-interest income:
Key fee initiatives:
Mortgage banking revenue	$	27,779		$	32,277		$	49,095	$	39,615		$	27,482
Lease financing revenue, net	21,418			19,868			18,864		15,708			19,046
Commercial deposit and treasury management fees	14,689			14,237			12,957		11,548			11,878
Trust and asset management fees	8,520			8,442			8,244		8,236			7,950
Card fees	4,566			4,340			4,161		4,045			3,525
Capital markets and international banking service fees	3,253			4,021			3,313		2,771			3,227
Total key fee initiatives	80,225			83,185			96,634		81,923			73,108
Consumer and other deposit service fees	3,363			3,563			3,559		3,161			3,025
Brokerage fees	1,125			887			1,294		1,315			1,158
Loan service fees	1,969			1,952			1,792		1,961			1,752
Increase in cash surrender value of life insurance	1,288			1,316			1,055		850			854
Other operating income	2,734			2,350			3,337		2,043			1,836
Total core non-interest income	90,704			93,253			107,671		91,253			81,733
Non-core non-interest income:
Net gain on investment securities	231			178			—		269			—
Net (loss) gain on disposal of other assets	(123		)	(749		)	5		(2		)	(48		)
Increase in market value of assets held in trust for deferred compensation (1)	961			141			711		480			8
Total non-core non-interest income	1,069			(430		)	716		747			(40		)
Total non-interest income	$	91,773		$	92,823		$	108,387	$	92,000		$	81,693

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

17

NON-INTEREST EXPENSE

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

	1Q17		4Q16			3Q16			2Q16		1Q16
Core non-interest expense: (1)
Salaries and employee benefits expense:
Salaries	$	58,811	$	60,553		$	56,083		$	52,281	$	49,787
Commissions	8,611		10,306			11,323			9,924		9,370
Bonus and stock-based compensation	12,290		12,167			12,980			12,871		8,657
Health and accident insurance	6,623		5,951			6,377			6,079		5,599
Other salaries and benefits (2)	13,641		15,072			15,320			13,045		12,089
Total salaries and employee benefits expense	99,976		104,049			102,083			94,200		85,502
Occupancy and equipment expense	15,040		15,594			14,662			13,407		13,260
Computer services and telecommunication expense	9,255		11,019			9,731			9,266		8,750
Advertising and marketing expense	3,161		3,039			3,031			2,923		2,855
Professional and legal expense	2,594		2,351			2,779			3,220		2,492
Other intangible amortization expense	2,091		2,388			1,674			1,617		1,626
Net loss (gain) recognized on other real estate owned (A)	607		(982		)	(908		)	15		(483		)
Other real estate expense, net (A)	237		192			187			243		137
Other operating expenses	21,485		21,478			21,067			19,814		18,366
Total core non-interest expense	154,446		159,128			154,306			144,705		132,505
Non-core non-interest expense: (1)
Merger related and repositioning expenses (B)	258		6,491			11,368			2,566		3,287
Branch exit and facilities impairment charges	—		—			—			155		—
Contribution to MB Financial Charitable Foundation (C)	—		—			4,000			—		—
Increase in market value of assets held in trust for deferred compensation (D)	961		141			711			480		8
Total non-core non-interest expense	1,219		6,632			16,079			3,201		3,295
Total non-interest expense	$	155,665	$	165,760		$	170,385		$	147,906	$	135,800

⁽¹⁾  Letters denote the corresponding line items where these non-core non-interest expense 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 payroll taxes, 401(k) and profit sharing contributions, overtime and temporary help expenses.

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

	1Q17			4Q16		3Q16			2Q16		1Q16
Merger related and repositioning expenses (1):
Salaries and employee benefits expense	$	614		$	4,238	$	8,684		$	324	$	81
Occupancy and equipment expense	4			95		104			8		—
Computer services and telecommunication expense	185			781		3,105			511		305
Advertising and marketing expense	—			6		53			41		23
Professional and legal expense	97			158		1,681			101		97
Branch exit and facilities impairment charges (2)	(682		)	—		(2,908		)	—		44
Contingent consideration expense - Celtic acquisition (3)	—			1,000		—			—		2,703
Other operating expenses	40			213		649			1,581		34
Total merger related and repositioning expenses	$	258		$	6,491	$	11,368		$	2,566	$	3,287

⁽¹⁾  Primarily includes costs incurred in connection with the American Chartered merger.

⁽²⁾  Includes a gain on the sale of a branch in the first quarter of 2017 and a reversal of an exit cost due to a favorable lease termination in the third quarter of 2016 on a branch acquired through the Taylor Capital 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. Resides in other operating expenses in the consolidated statements of operations.

18

MORTGAGE BANKING SEGMENT DATA

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

	1Q17			4Q16			3Q16			2Q16			1Q16
Mortgage origination revenue:
Gain on sale revenue, net (A)	$	15,607		$	23,576		$	35,190		$	27,032		$	14,299
Origination fees	5,858			5,741			4,772			4,385			2,595
Total mortgage origination revenue	$	21,465		$	29,317		$	39,962		$	31,417		$	16,894
Mortgage servicing revenue:
Servicing fees	$	13,735		$	12,610		$	12,022		$	11,418		$	10,525
Amortization/prepayment of mortgage servicing rights (1)	(6,743		)	(8,777		)	(8,551		)	(7,790		)	(5,313		)
Fair value changes of mortgage servicing rights	4,083			65,006			9,853			(19,035		)	(29,178		)
Economic hedge activity, net	(4,761		)	(65,879		)	(4,191		)	23,605			34,554
Fair value changes of mortgage servicing rights net of economic hedge activity	(678		)	(873		)	5,662			4,570			5,376
Total mortgage servicing revenue	$	6,314		$	2,960		$	9,133		$	8,198		$	10,588
Mortgage servicing rights, at fair value:
Beginning balance	$	238,011		$	154,730		$	134,969		$	145,800		$	168,162
Originations/purchases	16,147			27,052			18,459			15,994			12,129
Amortization/prepayment (1)	(6,743		)	(8,777		)	(8,551		)	(7,790		)	(5,313		)
Fair value changes	4,083			65,006			9,853			(19,035		)	(29,178		)
Ending balance	$	251,498		$	238,011		$	154,730		$	134,969		$	145,800
Mortgage servicing book (unpaid principal balance of loans serviced for others)	$	20,450,217		$	19,683,073		$	18,477,648		$	17,739,626		$	16,911,325
Mortgage servicing rights valuation	1.23		%	1.21		%	0.84		%	0.76		%	0.86		%
Loans funded:
For sale	$	1,073,357		$	1,933,208		$	1,853,146		$	1,594,632		$	1,244,985
For investment	212,745			121,198			123,228			114,412			83,819
Loans funded by purpose:
Refinance	41		%	56		%	48		%	42		%	49		%
Purchase	59			44			52			58			51
Loans funded by channel:
Retail	23		%	21		%	22		%	23		%	19		%
Third party	77			79			78			77			81
Originated for sale mortgage volume (2) (B)	$	1,061,173		$	1,419,871		$	2,055,919		$	1,712,602		$	1,364,869
Gain on sale margin (A)/(B)	1.47		%	1.66		%	1.71		%	1.58		%	1.05		%

⁽¹⁾  Changes due to collection or realization of expected cash flows.

⁽²⁾  Includes change in mortgage rate lock commitments expected to close, change in loans held for sale and loans sold to investors during the period.

19

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, core non-interest income, core non-interest income to revenues (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 mergers loans, efficiency ratio and the ratio of annualized net non-interest expense to average assets with net gains on investment securities, net gains and losses on disposal of other assets and increase 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, increase 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 on average assets, annualized operating return on average common equity, annualized cash return on average tangible common equity and annualized cash operating return 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, 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 35% tax rate. 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 on investment securities, net gains and losses on disposal of other assets and increase 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, increase 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.

20

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):

	3/31/2017		12/31/2016		9/30/2016		6/30/2016		3/31/2016
Stockholders' equity - as reported	$	2,616,428	$	2,579,209	$	2,563,408	$	2,156,535	$	2,122,885
Less goodwill	999,925		1,001,038		993,799		725,039		725,068
Less other intangible assets, net of tax benefit	39,565		40,923		42,507		27,020		28,071
Tangible equity	$	1,576,938	$	1,537,248	$	1,527,102	$	1,404,476	$	1,369,746

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

	3/31/2017		12/31/2016		9/30/2016		6/30/2016		3/31/2016
Total assets - as reported	$	19,146,062	$	19,302,317	$	19,341,882	$	15,995,790	$	15,575,653
Less goodwill	999,925		1,001,038		993,799		725,039		725,068
Less other intangible assets, net of tax benefit	39,565		40,923		42,507		27,020		28,071
Tangible assets	$	18,106,572	$	18,260,356	$	18,305,576	$	15,243,731	$	14,822,514

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

	3/31/2017		12/31/2016		9/30/2016		6/30/2016		3/31/2016
Common stockholders' equity - as reported	$	2,500,856	$	2,463,637	$	2,446,901	$	2,041,255	$	2,007,605
Less goodwill	999,925		1,001,038		993,799		725,039		725,068
Less other intangible assets, net of tax benefit	39,565		40,923		42,507		27,020		28,071
Tangible common equity	$	1,461,366	$	1,421,676	$	1,410,595	$	1,289,196	$	1,254,466

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

	1Q17		4Q16		3Q16		2Q16		1Q16
Average common stockholders' equity - as reported	$	2,472,771	$	2,441,809	$	2,201,095	$	2,014,822	$	1,984,379
Less average goodwill	1,001,005		994,053		835,894		725,011		725,070
Less average other intangible assets, net of tax benefit	40,052		41,471		32,744		27,437		28,511
Average tangible common equity	$	1,431,714	$	1,406,285	$	1,332,457	$	1,262,374	$	1,230,798

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

	1Q17		4Q16		3Q16		2Q16		1Q16
Net income available to common stockholders - as reported	$	52,534	$	45,186	$	42,415	$	41,412	$	37,114
Plus other intangible amortization expense, net of tax benefit	1,359		1,552		1,088		1,051		1,057
Net cash flow available to common stockholders	$	53,893	$	46,738	$	43,503	$	42,463	$	38,171

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

	1Q17			4Q16			3Q16			2Q16			1Q16
Net income - as reported	$	54,537		$	47,191		$	44,419		$	43,412		$	39,114
Less non-core items:
Net gain on investment securities	231			178			—			269			—
Net (loss) gain on disposal of other assets	(123		)	(749		)	5			(2		)	(48		)
Increase in market value of assets held in trust for deferred compensation - other operating income	961			141			711			480			8
Merger related and repositioning expenses	(258		)	(6,491		)	(11,368		)	(2,566		)	(3,287		)
Branch exit and facilities impairment charges	—			—			—			(155		)	—
Contribution to MB Financial Charitable Foundation	—			—			(4,000		)	—			—
Increase in market value of assets held in trust for deferred compensation - other operating expense	(961		)	(141		)	(711		)	(480		)	(8		)
Total non-core items	(150		)	(7,062		)	(15,363		)	(2,454		)	(3,335		)
Income tax expense on non-core items (1)	(1,508		)	(2,406		)	(6,074		)	(1,003		)	(577		)
Income tax benefit resulting from early adoption of new stock-based compensation guidance	—			—			(1,793		)	—			—
Non-core items, net of tax	1,358			(4,656		)	(7,496		)	(1,451		)	(2,758		)
Operating earnings	53,179			51,847			51,915			44,863			41,872
Dividends on preferred shares	2,003			2,005			2,004			2,000			2,000
Operating earnings available to common stockholders	$	51,176		$	49,842		$	49,911		$	42,863		$	39,872
Diluted operating earnings per common share	$	0.60		$	0.59		$	0.63		$	0.58		$	0.54
Weighted average common shares outstanding for diluted operating earnings per common share	84,778,130			84,674,181			78,683,170			74,180,374			73,966,935

⁽¹⁾  The first quarter of 2017 includes a reversal of a tax liability no longer needed related to one of our acquired entities.

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Efficiency Ratio Calculation (Dollars in Thousands)

	1Q17			4Q16			3Q16			2Q16			1Q16
Non-interest expense	$	155,665		$	165,760		$	170,385		$	147,906		$	135,800
Less merger related and repositioning expenses	258			6,491			11,368			2,566			3,287
Less branch exit and facilities impairment charges	—			—			—			155			—
Less contribution to MB Financial Charitable Foundation	—			—			4,000			—			—
Less increase in market value of assets held in trust for deferred compensation	961			141			711			480			8
Non-interest expense - as adjusted	$	154,446		$	159,128		$	154,306		$	144,705		$	132,505
Net interest income	$	143,043		$	145,214		$	130,771		$	122,602		$	119,304
Tax equivalent adjustment	6,921			7,090			7,122			7,208			7,195
Net interest income on a fully tax equivalent basis	149,964			152,304			137,893			129,810			126,499
Plus non-interest income	91,773			92,823			108,387			92,000			81,693
Plus tax equivalent adjustment on the increase in cash surrender value of life insurance	694			709			568			458			460
Less net gain on investment securities	231			178			—			269			—
Less net (loss) gain on disposal of other assets	(123		)	(749		)	5			(2		)	(48		)
Less increase in market value of assets held in trust for deferred compensation	961			141			711			480			8
Non-interest income - as adjusted	91,398			93,962			108,239			91,711			82,193
Total revenue - as adjusted and on a fully tax equivalent basis	$	241,362		$	246,266		$	246,132		$	221,521		$	208,692
Efficiency ratio	63.99		%	64.62		%	62.69		%	65.32		%	63.49		%
Efficiency ratio (without adjustments)	66.29		%	69.64		%	71.24		%	68.92		%	67.56		%

Annualized Net Non-interest Expense to Average Assets Calculation (Dollars in Thousands)

	1Q17			4Q16			3Q16			2Q16			1Q16
Non-interest expense - as adjusted	$	154,446		$	159,128		$	154,306		$	144,705		$	132,505
Less non-interest income - as adjusted	91,398			93,962			108,239			91,711			82,193
Net non-interest expense - as adjusted	$	63,048		$	65,166		$	46,067		$	52,994		$	50,312
Average assets	$	19,002,982		$	19,192,747		$	17,248,431		$	15,740,658		$	15,487,565
Annualized net non-interest expense to average assets	1.35		%	1.35		%	1.06		%	1.35		%	1.31		%
Annualized net non-interest expense to average assets (without adjustments)	1.36		%	1.51		%	1.43		%	1.43		%	1.41		%

Core Non-interest Income to Revenues Ratio Calculation (Dollars in Thousands)

	1Q17			4Q16			3Q16			2Q16			1Q16
Non-interest income - as adjusted	$	91,398		$	93,962		$	108,239		$	91,711		$	82,193
Total revenue - as adjusted and on a fully tax equivalent basis	$	241,362		$	246,266		$	246,132		$	221,521		$	208,692
Core non-interest income to revenues ratio	37.87		%	38.15		%	43.98		%	41.40		%	39.38		%
Non-interest income to revenues ratio (without adjustments)	39.08		%	39.00		%	45.32		%	42.87		%	40.64		%

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