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•	deterioration of general business and economic conditions, including the real estate and financial markets, in the United States and in the geographic regions and communities we serve;

•	the possibility that the proposed merger (the Merger) with Teachers Insurance and Annuity Association of America (TIAA) does not close when expected or at all because required regulatory or other approvals and conditions to closing are not received or satisfied on a timely basis or at all;

•	the effect of the announcement or pendency of the Merger on our business relationships, operating results, and business generally;

•	risks that the proposed Merger disrupts our current plans and operations and potential difficulties in our employee retention as a result of the Merger;

•	risks related to liquidity, including the adequacy of our cash flow from operations and borrowings to meet our short-term liquidity needs;

•	changes in interest rates that affect the pricing of our financial products, the demand for our financial services and the valuation of our financial assets and liabilities, mortgage servicing rights and mortgage loans held for sale;

•	risk of higher loan and lease charge-offs;

•	legislative or regulatory actions affecting or concerning mortgage loan modification, refinancing and foreclosure;

•	risk of individual claims or further fines, penalties, equitable remedies, or other enforcement actions relating to our mortgage related practices;

•	our ability to comply with any supervisory actions to which we are or become subject as a result of examination by our regulators;

•	our ability to comply with the amended consent order and the terms and conditions of our settlement of the Independent Foreclosure Review, including the associated costs;

•	concentration of our commercial real estate loan portfolio;

•	higher than normal delinquency and default rates affecting our mortgage banking business;

•	concentration of mass-affluent clients and jumbo mortgages;

•	the effectiveness of the hedging strategies we use to manage our mortgage pipeline;

•	the effectiveness of our derivatives to manage interest rate risk;

•	delinquencies on our equipment leases and reductions in the resale value of leased equipment;

•	increases in loan repurchase requests and our reserves for loan repurchases;

•	failure to prevent a breach to our Internet-based system and online commerce security;

•	soundness of other financial institutions;

•	changes in currency exchange rates or other political or economic changes in certain foreign countries;

•	the competitive industry and market areas in which we operate;

•	historical growth rate and performance may not be a reliable indicator of future results;

•	loss of key personnel;

•	fraudulent and negligent acts by loan applicants, mortgage brokers, mortgage warehouse finance customers, other vendors and our employees;

•	costs of compliance or failure to comply with laws, rules, regulations and orders that govern our operations;

•	failure to establish and maintain effective internal controls and procedures;

•	impact of current and future legal and regulatory changes, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act) and the capital requirements promulgated by the Basel Committee on Banking Supervision (Basel Committee);

•	effects of changes in existing United States (U.S.) government or government-sponsored mortgage programs;

•	changes in laws and regulations that may restrict our ability to originate or increase our risk of liability with respect to certain mortgage loans;

•	legislative action regarding foreclosures or bankruptcy laws;

•	changes to generally accepted accounting principles (GAAP);

•	environmental liabilities with respect to properties that we take title to upon foreclosure

•	fluctuations in our stock price; and

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•	inability of EverBank (EB), our banking subsidiary, to pay dividends.

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•	4.5% CET1 to risk-weighted assets.

•	6.0% Tier 1 capital to risk-weighted assets.

•	8.0% Total capital to risk-weighted assets.

•	4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the "leverage ratio").

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•	acquiring another savings institution or its holding company without prior written approval of the FRB;

•	acquiring or retaining, with certain exceptions, more than 5% of a non-subsidiary savings institution, a non-subsidiary holding company, or a non-subsidiary company engaged in activities other than those permitted by HOLA; or

•	acquiring or retaining control of a depository institution that is not insured by the FDIC.

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•	mortgage loans secured by residential and commercial real estate;

•	commercial and consumer loans;

•	certain types of debt securities; and

•	certain other assets.

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•	making a loan or other extension of credit to an affiliate that is engaged in any non-bank holding company activity; and

•	purchasing, or investing in, securities issued by an affiliate that is not a subsidiary.

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•	limit the interest and other charges collected or contracted for by EverBank, including rules respecting the terms of credit cards and of debit card overdrafts;

•	govern EverBank’s disclosures of credit terms to consumer borrowers;

•	require EverBank to provide information to enable the public and public officials to determine whether it is fulfilling its obligation to help meet the housing needs of the community it serves;

•	prohibit EverBank from discriminating on the basis of race, creed or other prohibited factors when it makes decisions to extend credit;

•	govern the manner in which EverBank may collect consumer debts; and

•	prohibit unfair, deceptive or abusive acts or practices in the provision of consumer financial products and services.

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•	require EverBank to adequately disclose the interest rates and other terms of consumer deposit accounts;

•	impose a duty on EverBank to maintain the confidentiality of consumer financial records and prescribe procedures for complying with administrative subpoenas of financial records;

•	require escheatment of unclaimed funds to the appropriate state agencies after the passage of certain statutory time frames; and

•	govern automatic deposits to and withdrawals from deposit accounts with EverBank and the rights and liabilities of clients who use ATMs, and other electronic banking services.

•	total reported loans for construction, land development and other land represent 100% or more of the institution’s total capital; or

•	total commercial real estate loans represent 300% or more of the institution’s total capital, and the outstanding balance of the institution’s commercial real estate loan portfolio has increased by 50% or more during the prior 36 months.

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•	we may experience negative reactions from the financial markets, including negative impacts on its stock price (including to the extent that the current market price reflects a market assumption that the Merger will be completed) and credit ratings downgrades;

•	we may experience negative reactions from its customers, vendors and employees;

•	we will have incurred substantial expenses and will be required to pay certain costs relating to the Merger, whether or not the Merger is completed, including the termination fee;

•

the Merger Agreement places certain restrictions on the conduct of our businesses prior to completion of the Merger. Such restrictions, the waiver of which is subject to the consent of TIAA (not to be unreasonably withheld, conditioned or delayed), may prevent us from pursuing attractive business opportunities that may arise prior to the completion of the Merger, including acquisitions (see the Proxy Statement for a description of the restrictive covenants applicable to us); and

•	matters relating to the Merger (including integration planning) will require substantial commitments of time and resources by our management, which would otherwise have been devoted to other opportunities that may have been beneficial to us as an independent company.

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•	continuing evaluation of specific credit risks;

•	loan loss experience;

•	current loan and lease portfolio quality;

•	present economic, political and regulatory conditions;

•	industry concentrations; and

•	other unidentified losses inherent in the current loan portfolio.

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•	cash flows and capital resources are reduced, as we are required to make cash advances to meet contractual obligations to investors, process foreclosures, maintain, repair and market foreclosed properties;

•	mortgage service fee revenues decline because we recognize these revenues only upon collection;

•	net interest income may decline and interest expense may increase due to lower average cash and capital balances and higher capital funding requirements;

•	mortgage and loan servicing costs rise;

•	an inability to sell our MSR in the capital markets due to reduced liquidity;

•	amortization and impairment charges on our MSR increase; and

•	realized and unrealized losses on and declines in the liquidity of securities held in our investment portfolio that are collateralized by mortgage obligations.

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•	our financial performance;

•	operating results that vary from the expectations of securities analysts and investors;

•	the operating results of companies in our industry;

•	announcements of strategic acquisitions, developments and other material events by us or our competitors;

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•	changes in global financial markets and global economies and general market conditions;

•	changes in laws and regulations affecting our business; and

•	market prices for our securities.

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•	changes in the thrift supervisory structure;

•	changes to regulatory capital requirements;

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•	creation of new governmental agencies with authority over our operations including the CFPB;

•	limitation on federal preemption; and

•	changes to mortgage loan origination and risk retention practices.

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•	authorize the issuance of “blank check” preferred stock that could be issued by our Board of Directors to thwart a takeover attempt;

•	limit the ability of a person to own, control or have the power to vote more than 9.9% of our voting securities;

•	provide that vacancies on our Board of Directors, including newly created directorships, may be filled only by a majority vote of directors then in office;

•	limit who may call special meetings of stockholders;

•	prohibit stockholder action by written consent, requiring all actions to be taken at a meeting of the stockholders; and

•	require supermajority stockholder voting to effect certain amendments to our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws.

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(1)

For the year ended December 31, 2016, provision for loan and lease losses includes a $0.3 million decrease in non-accretable discount related to Bank of Florida acquired credit-impaired loans (ACI). For the year ended December 31, 2015, provision for loan and lease losses includes a $1.4 million decrease in non-accretable discount related to Bank of Florida ACI. For the year ended December 31, 2014, provision for loan and lease losses includes a $1.2 million increase in non-accretable discount related to Bank of Florida ACI. For the year ended December 31, 2013, provision for loan and lease losses includes a $3.2 million increase related to restructuring cost and a $0.2 million decrease in non-accretable discount related to Bank of Florida ACI. For the year ended December 31, 2012, provision for loan and lease losses includes a $5.2 million increase in non-accretable discount related to Bank of Florida ACI and a $6.0 million impact of adoption of troubled debt restructuring (TDR) guidance and policy change.

(2)

For the year ended December 31, 2016, noninterest income includes $61.4 million in impairment charge related to MSR, $1.5 million gain on trust preferred securities and a $0.1 million decrease related to restructuring cost. For the year ended December 31, 2015, noninterest income includes $32.0 million in impairment charge related to MSR and a $0.3 million decrease related to restructuring cost. For the year ended December 31, 2014, noninterest income includes $8.0 million in recovery on MSR valuation allowance, a $2.6 million increase related to an adjustment to restructuring cost recorded in 2013 and a $0.7 million decrease related to OTTI losses on investment securities. For the year ended December 31, 2013, noninterest income includes $95.0 million in recovery on MSR valuation allowance, $15.4 million in gain on early extinguishment of FHLB advances, a $5.9 million decrease related to restructuring cost and a $3.3 million decrease related to OTTI losses on investment securities. For the year ended December 31, 2012, noninterest income includes a $63.5 million impairment charge related to MSR.

(3)

For the year ended December 31, 2016, noninterest expense includes $9.5 million in transaction expense and non-recurring regulatory related expense and $2.6 million in restructuring cost. For the year ended December 31, 2015, noninterest expense includes $4.2 million in transaction expense and non-recurring regulatory related expense and $20.2 million in restructuring cost. For the year ended December 31, 2014, noninterest expense includes $10.4 million in transaction expense and non-recurring regulatory related expense and $3.4 million in restructuring cost. For the year ended December 31, 2013, noninterest expense includes $78.2 million in non-recurring regulatory related expense and $22.1 million in restructuring cost. For the year ended December 31, 2012, noninterest expense includes $37.2 million in transaction expense and non-recurring regulatory related expense.

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(4)

Calculated as tangible common shareholders’ equity divided by shares of common stock outstanding at the end of the period. Tangible common shareholders’ equity equals shareholders’ equity less goodwill, other intangible assets and perpetual preferred stock. Tangible common equity per common share is a non-GAAP financial measure, and its most directly comparable GAAP financial measure is book value per common share. For more information on tangible equity and tangible common shareholders' equity and a reconciliation to the most comparable GAAP measure, see Table 4 under "Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Metrics".

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•	Total assets of $27.8 billion at December 31, 2016, a decrease of 3% compared to the prior quarter and an increase of 5% year over year.

•	Portfolio loans held for investment (HFI) of $23.6 billion at December 31, 2016, a decrease of 2% compared to the prior quarter and an increase of 6% year over year.

•	Total originations of $2.7 billion in the quarter, a decrease of 17% compared to the prior quarter and 16% year over year. Full year 2016 total originations of $11.6 billion, a decrease of 12% year over year.

•	Total deposits of $19.6 billion at December 31, 2016, flat compared to the prior quarter and up 8% year over year.

•	Net interest margin of 2.80% for the quarter, a decrease of 0.01% compared to the prior quarter.

•	GAAP return on average equity (ROE) was 12.3% for the quarter and 7.7% for the full year. Adjusted ROE1 was 9.8% for the quarter and 10.1% for the full year.

•	Tangible common equity per common share1 of $14.31 at December 31, 2016, an increase of 7% year over year.

•	Adjusted non-performing assets to total assets1 were 0.70% at December 31, 2016. Annualized net charge-offs to average total loans and leases held for investment were 0.15% for the quarter.

•	Consolidated common equity Tier 1 capital ratio of 10.5% and bank Tier 1 leverage ratio of 8.0% as of December 31, 2016.

•	On November 9, 2016, the Company’s stockholders voted to approve the Company's acquisition by Teachers Insurance and Annuity Association of America.

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(1)	Total revenue is defined as net interest income before provision for loan and lease losses and total noninterest income.

(2)	Adjusted net earnings per common share, diluted is calculated using a numerator based on adjusted net income. Adjusted net earnings per common share, diluted is a non-GAAP financial measure and its most directly comparable GAAP measure is net earnings per common share, diluted. Adjusted net income

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(3)

Return on average risk-weighted assets equals net income divided by average risk-weighted assets. Under the regulatory guidelines for risk-based capital, on-balance sheet assets and credit equivalent amounts of derivatives and off-balance sheet items are assigned to one of several broad risk categories according to the obligor or, if relevant, the guarantor or the nature of any collateral. The aggregate dollar amount in each risk category is then multiplied by the risk weight associated with that category. The resulting weighted values from each of the risk categories are aggregated for determining total risk-weighted assets. For detailed information regarding regulatory capital (EverBank Financial Corp consolidated), see Table 46.

(4)	Return on average equity is calculated as net income less dividends declared on the Series A 6.75% Non-Cumulative Perpetual Preferred Stock divided by average common shareholders' equity (average shareholders' equity less average Series A 6.75% Non-Cumulative Perpetual Preferred Stock).

(5)

Adjusted return on average equity is calculated as adjusted net income less dividends declared on the Series A 6.75% Non-Cumulative Perpetual Preferred Stock divided by average common shareholders' equity. Adjusted net income is a non-GAAP measure of our financial performance and its most directly comparable GAAP measure is net income. For a reconciliation of adjusted net income to net income, see Table 2.

(6)	The efficiency ratio represents noninterest expense as a percentage of total revenue. Total revenue is defined as net interest income before provision for loan and lease losses and total noninterest income. We use the efficiency ratio to measure noninterest costs expended to generate a dollar of revenue.

(7)

The adjusted efficiency ratio represents adjusted noninterest expense as a percentage of adjusted total revenue based on adjusted net income. The adjusted efficiency ratio is a non-GAAP measure of our financial performance and its most directly comparable GAAP measure is the efficiency ratio. For a reconciliation of adjusted net income to net income, see Table 2. For detailed information regarding the adjusted efficiency ratio, see Table 3. We use the adjusted efficiency ratio to measure adjusted noninterest costs expended to generate a dollar of adjusted revenue.

(8)

We define non-performing assets (NPA), as non-accrual loans, accruing loans past due 90 days or more and foreclosed property. Our NPA calculation excludes government-insured pool buyout loans for which payment is insured by the government. We also exclude loans, leases and foreclosed property accounted for under Accounting Standards Codification (ASC) 310-30 because we expect to fully collect the carrying value of such loans, leases and foreclosed property. For further discussion of NPA, see “Management's Discussion and Analysis of Financial Condition and Results of Operations — Loan and Lease Quality”.

(9)

Calculated as tangible common shareholders’ equity divided by shares of common stock outstanding. Tangible common shareholders’ equity equals shareholders’ equity less goodwill, other intangible assets and perpetual preferred stock. Tangible common equity per common share is calculated using a denominator that includes actual period end common shares outstanding. Tangible common equity per common share is a non-GAAP financial measure, and its most directly comparable GAAP financial measure is book value per common share. See Table 4 for a reconciliation of tangible common shareholders' equity to shareholders' equity.

(10)	Dividend payout ratio is calculated as dividends declared per common share divided by basic earnings per common share.

(11)	Risk-weighted assets and regulatory capital ratios calculated under Basel III beginning in 2015. Risk-weighted assets and regulatory capital ratios calculated under Basel I through December 31, 2014.

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(1)	The average balances are principally daily averages, and for loans, include both performing and non-performing balances.

(2)	Interest income on loans includes the effects of discount accretion and net deferred loan origination cost amortization accounted for as yield adjustments.

(3)	All interest income was fully taxable for all periods presented.

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(1)	The effect of changes in volume is determined by multiplying the change in volume by the previous period's average yield/cost. Similarly, the effect of rate changes is calculated by multiplying the change in average yield/cost by the previous period's volume. Changes applicable to both volume and rate have been allocated to rate.

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(1)	Adjusted income (loss) before income tax is a non-GAAP measure of our financial performance and its most directly comparable GAAP measure is income (loss) before income tax. A reconciliation of this non-GAAP financial measure can be found in the Performance Highlights section above and the tables set forth in such section.

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(1)	Excludes sales of loans to third party servicers out of government insured pool buyouts accounted for under ASC 310-30 since additional cash flows expected and/or realized in the pool are not recognized into earnings immediately but come in as a prospective adjustment to yield for the remainder of the pool.

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(1)	Other investments is comprised of residential agency CMO securities, residential agency MBS and equity securities.

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(1)	Based on contractual maturities.

(2)	As of December 31, 2016, loans maturing after one year consisted of $2.4 billion in variable rate loans and $2.4 billion in fixed rate loans.

(3)	Calculated net recorded investment does not include $47.9 million in ALLL.

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(1)	We define NPA as nonaccrual loans, accruing loans past due 90 days or more and foreclosed property. Our NPA calculation excludes government insured pool buyout loans for which payment is insured by the government. We also exclude ACI loans accounted for under ASC 310-30 because we expect to fully collect the carrying value of such loans.

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(1)	Represents short-term revolving credit facilities, which are underwritten every 364 or 365 days. These loans are considered to be originated by us, as these loans were acquired in 2012 and have been subsequently underwritten by us.

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(1)	Includes a majority of agency deliverable products that were sold to large aggregators of agency product who securitized and sold the loans to the agencies.

(1)	Request rate is calculated as the number of requests received to date, compared to the total number of loans sold for the period.

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(1)	Interest is payable either monthly or quarterly.

(2)	The floating-rate advance interest rates reset on a quarterly basis, mature between February 2023 and October 2034 and can be repaid in whole or in part on any quarterly interest payment date without prepayment penalty.

(3)	Weighted-average remaining maturity is calculated as of December 31, 2016.

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(1)

Deposits without a stated maturity do not have fixed contractual obligations relating to future interest payments. Hence, these interest amounts have been included in the less than one year category in the contractual obligations table because we are unable to reasonably predict the ultimate amount or timing of future payments. Refer to Note 12 of the consolidated financial statements for additional information on deposits.

(2)	Refer to Note 13 and Note 24 of the consolidated financial statements for additional information on other borrowings.

(3)	Refer to Note Note 14 of the consolidated financial statements for additional information on trust preferred securities and subordinated notes payable.

(4)	The variable interest rate component on other borrowings and trust preferred securities has been forecasted based on a yield curve at December 31, 2016 for the purpose of estimating future payments relating to these obligations. The fixed rate interest component is calculated based on the fixed rate in the debt agreement.

(5)	Interest rate swap amounts are derived from the forecast of three-month LIBOR at December 31, 2016 on all open swap positions at that date. Open swap positions relate to asset and liability hedge swaps and trust preferred hedge swaps.

(6)	Refer Note 22 of the consolidated financial statements for additional information on forward contracts to sell residential mortgage loans.

(7)	Commitments to originate loans in the table above relate to IRLCs. IRLCs classified as held for sale are included in our derivatives disclosure in Note 22. Refer to Note 24 for additional information on IRLCs classified as held for investment.

(8)	Commitments to extend credit, standby letters of credit, and commercial letters of credit do not necessarily represent future cash requirements in that these commitments often expire without being drawn upon.

(9)	Includes $985.8 million of commercial and leasing pipeline.

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•	The level of credit enhancement provided by the structure which includes, but is not limited to credit subordination positions, overcollateralization and protective triggers;

•	The cause of impairment and changes in the near term prospects of the issuer or underlying collateral of a security, such as changes in default rates, loss severities given default and significant changes in prepayment assumptions;

•	The level of excess cash flows generated from the underlying collateral supporting the principal and interest payments of the debt securities; and

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	Pass-These loans represent an acceptable risk for the Company. The loans may represent loans that are secured with cash or other guarantees or that may experience a decline in earnings.

	Special mention-These loans represent an increased risk to the Company. The loans exhibit potential credit weaknesses or downward trends. While potentially weak, the loans are currently marginally acceptable, and no loss of principal or interest is expected.

	Substandard-These loans have one or more weaknesses and are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

	Doubtful-These loans have the weaknesses of substandard loans with the additional characteristic that the weaknesses make collection or liquidation in full questionable and there is a high probability of loss based on existing facts, conditions and values.

	Loss-These loans are considered uncollectible and of such little value that continued recognition as a loan is not warranted.

	Performing-No significant change in the collection of payments from the borrower.

	Non-performing-Loans that are 90 days past due or on nonaccrual and are not accounted for under ASC 310-30.

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•	Changes in the perceived collectability of loans or leases driven by macroeconomic trends, regulatory changes, industry performance or geographic influences.

•	The loan is risk rated “doubtful” or “loss”.

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The loan or a portion thereof is determined to be uncollectible after considering the borrower’s overall financial condition and collateral deficiency. A loan is considered uncollectible when: (a) the borrower is delinquent in principal or interest 90 days or more; (b) significant improvement in the borrower’s repayment capacity is doubtful; and/or (c) collateral value is insufficient to cover outstanding indebtedness and no other viable assets exist.

•	The loan or a portion thereof is determined to be uncollectible after considering the borrower’s overall financial condition and collateral deficiency. A loan is considered uncollectible when: (a) the borrower is delinquent in principal or interest 180 days

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•	In cases where the Company is in a subordinate position to other debt, the senior lien holder has foreclosed and extinguished the junior lien.

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	Level 1-Valuation is based upon quoted market prices for identical instruments traded in active markets.

	Level 2-Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

	Level 3-Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect estimates or assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

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(1)	Represents loans that were voluntarily repurchased out of the Business Lending Trusts through a clean-up call, which were subsequently sold in third-party sales.

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(1)	For the periods ended December 31, 2016 and 2015, performing residential mortgages included $3,437 and $5,148, respectively of ACI loans 90 days or greater past due and still accruing.

(2)	For the periods ended December 31, 2016 and 2015, performing government insured pool buyouts included $3,498,061 and $2,855,632, respectively of ACI loans 90 days or greater past due and still accruing.

(3)	Non-performing government insured pool buyouts represent loans that are 90 days or greater past due but remain on accrual status as the interest earned is insured and thus collectible from the insuring governmental agency.

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(1)	Government insured pool buyouts remain on accrual status after 89 days as the interest earned is collectible from the insuring governmental agency.

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(1)	The primary difference between the unpaid principal balance and recorded investment represents charge-offs previously taken.

(1)	For the periods ended December 31, 2016 and 2015, the Company has excluded from the preceding table $3,437 and $5,148, respectively, of performing residential ACI loans 90 days or greater past due and still accruing.

(2)	For the periods ended December 31, 2016 and 2015, the Company has excluded from the preceding table $3,498,061 and $2,855,632, respectively, of performing government insured pool buyout ACI loans 90 days or greater past due and still accruing.

(3)	Government insured pool buyouts that are 90 days or greater past due but remain on accrual status represent loans for which the interest earned is insured and thus collectible from the insuring governmental agency.

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(1)	When calculating its discount rate, the Company uses industry surveys and recent market activity as a guide with product level calibrations included where necessary. The discount rate is assessed quarterly and updates are made if the current discount rate is materially different from the current market rate.

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(1)	Balances exclude rent and deferred rent receivables as well as deferred origination cost.

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•	On the maturity date of each CD, a depositor will receive an amount equal to 100% of the original principal deposit (except upon an early withdrawal as described below) plus a supplemental payment based upon the performance of the underlying indices at specific points in time (the amount of the supplemental payment will never be a negative amount).

•	Each CD has a participation factor, which is a percentage of the upside index performance and which determines the return to the depositor on the maturity date.

•	Early withdrawals are not subject to principal protection or a guaranteed minimum annual percentage yield (APY), if any. EverBank will allow an early withdrawal only upon the death or adjudication of incompetence of the depositor, and penalties may apply.

•	Deposits are Federal Deposit Insurance Corporation (FDIC) insured.

•	Terms have ranged from three to eight years.

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(1)	The floating-rate advance interest rates reset on a quarterly basis, mature between February 2023 through October 2034 and can be repaid in whole or in part on any quarterly interest payment date without prepayment penalty.

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(1)	London Interbank Offered Rate

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(1)	Amounts represent the effect of legally enforceable master netting agreements that allow the Company to settle positive and negative positions as well as cash collateral and related accrued interest held or placed with the same counterparties. Amounts as of December 31, 2016 and 2015 include derivative positions netted totaling $15,934 and $3,855, respectively.

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(1)	Interest rate contracts include interest rate lock commitments, forward and optional forward purchase and sales commitments and interest rate swaps and futures.

(2)

Foreign exchange forward contracts act as economic hedges for the foreign currency risk embedded within deposits denominated in foreign currencies. The change in the fair value of the foreign exchange forward contract is marked to fair value, while the deposit is translated to the current spot rate in accordance with ASC 830. Historically, the hedge has been effective in managing the foreign currency risk of foreign-denominated deposits by locking in the U.S. Dollar cash flows.

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(1)	Other assets and liabilities represent the net position of the Company's extended written loan commitments for which the Company has elected the fair value option of accounting. As of December 31, 2016 and 2015, the Company had outstanding commitments of $58,157 and $89,650, respectively, related to these extended loan commitments.

(2)	Level 1 derivative assets include interest rate swap futures. These futures are settled on a daily basis between the counterparty and the Company, resulting in the Company holding an outstanding notional balance and a zero derivative balance. See Note 22 for additional information regarding the interest rate futures.

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(1)	Net realized and unrealized gains (losses) on loans held for sale, extended written commitments and IRLCs are included in gain on sale of loans.

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(1)	The range represents the highest and lowest loan closing rates used in the valuation process. The range includes the closing ratio for rate locks unclosed at the end of the period, as well as the closing ratio for loans which have settled during the period.

(2)	The range represents the highest and lowest values for all asset pools that are used in the valuation process.

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(2)	Gains and losses resulting from subsequent measurement of OREO are included in the consolidated statements of income as general and administrative expense. OREO is included in other assets in the consolidated balance sheets.

(3)	The fair value for MSR represents the value of the strata with impairment or recoveries on previous valuation allowances. Total gains and losses due to change in fair value for the year ended December 31, 2015 excludes write-offs of the valuation allowance of $20,208 related to the sale of $54,227 in MSR during that same year.

(1)	NM - Not Meaningful or N/A - Not Applicable

(2)	The prepayment speed assumptions include a blend of prepayment speeds that are influenced by mortgage interest rates, the current macroeconomic environment and borrower behaviors and may vary over the expected life of the asset. The range represents the highest and lowest values for the strata with impairment or recoveries on previous valuation allowances.

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(3)	The discount rate range represents the highest and lowest values for the MSR strata with impairment or recoveries on previous valuation allowances.

(1)	The carrying value of loans held for sale excludes $1,271,893 and $1,307,741 in loans measured at fair value on a recurring basis as of December 31, 2016 and 2015, respectively.

(2)	The carrying value of loans held for investment is net of the allowance for loan loss of $83,409 and $65,950 as of December 31, 2016 and 2015, respectively. In addition, the carrying values exclude $2,064,444 and $1,927,601 of lease financing receivables within our equipment financing receivables portfolio as of December 31, 2016 and 2015, respectively.

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(1)	Of the outstanding unfunded commercial and commercial real estate commitments, $1,307,517 and $909,065 were cancellable by the Company at December 31, 2016 and 2015, respectively.

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•	Require that non-qualifying capital instruments, including trust preferred securities and cumulative perpetual preferred stock, must be fully phased out of Tier 1 capital by January 1, 2016,

•	Establish new qualifying criteria for regulatory capital, including new limitations on inclusion of deferred tax assets and mortgage servicing rights,

•	Require a minimum ratio of common equity Tier 1 capital (CET1) to risk-weighted assets (common equity Tier 1 ratio) of 4.5%,

•	Increase the minimum Tier 1 capital to risk-weighted assets (Tier 1 capital ratio) ratio requirements from 4% to 6%,

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Implement a new capital conservation buffer requirement for a banking organization to maintain a CET1 capital ratio more than 2.5% above the minimum CET1 Capital, Tier 1 capital and total risk-based capital ratios in order to avoid limitations on capital distributions, including dividend payments, and certain discretionary bonus payments to executive officers, with the buffer to be phased in beginning on January 1, 2016 at 0.625% and increasing annually until fully phased in at 2.5% by January 1, 2019. A banking organization with a buffer less than the required amount would be subject to increasingly stringent limitations on certain distributions and payments as the buffer approaches zero, and

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•	Increase capital requirements for past-due loans, high volatility commercial real estate exposures, and certain short-term commitments and securitization exposures.

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(1)	Refer to the consolidated statements of comprehensive income for other comprehensive income details.

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(1)	Segment earnings in the Consumer Banking segment included $61,392 charges for MSR impairment, net of recoveries, for the year ended December 31, 2016.

(2)	Segment earnings in the Consumer Banking segment included $31,986 charges for MSR impairment, net of recoveries, for the year ended December 31, 2015.

(3)	Segment earnings in the Consumer Banking segment included $8,012 in recoveries on the MSR valuation allowance, net of impairment charges, for the year ended December 31, 2014.

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(1)

For the three months ended June 30, 2016, provision for loan and lease losses includes a $0.3 million decrease in non-accretable discount related to Bank of Florida ACI. For the three months ended September 30, 2015, provision for loan and lease losses includes a $0.1 million decrease in non-accretable discount related to Bank of Florida acquired credit-impaired loans (ACI). For the three months ended June 30, 2015, provision for loan and lease losses includes a $0.3 million increase in non-accretable discount related to Bank of Florida ACI. For the three months ended March 31, 2015, provision for loan and lease losses includes a $1.6 million decrease in non-accretable discount related to Bank of Florida ACI.

(2)

For the three months ended December 31, 2016, noninterest income includes $21.2 million in recovery of MSR valuation allowance. For the three months ended September 30, 2016, noninterest income includes a $23.2 million impairment charge related to MSR. For the three months ended June 30, 2016, noninterest income includes $36.9 million impairment charge related to MSR, a $0.1 million increase related to restructuring cost and a $1.5 million gain on repurchase of trust preferred securities. For the three months ended March 31, 2016, noninterest income includes a $22.5 million impairment charge related to MSR. For the three months ended December 31, 2015, noninterest income includes $0.1 million in recovery on MSR valuation and a $0.2 million decrease related to restructuring cost. For the three months ended September 30, 2015, noninterest income includes a $4.5 million impairment charge related to MSR.

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(3)

For the three months ended December 31, 2016, noninterest expense includes $2.5 million of transaction and non-recurring regulatory related expense and a decrease of $0.1 million in restructuring cost. For the three months ended September 30, 2016, noninterest expense includes $6.8 million of transaction and non-recurring regulatory related expense and a decrease of $2.6 million in restructuring costs. For the three months ended June 30, 2016, noninterest expense includes $0.3 million in transaction and non-recurring regulatory related expense and $0.6 million reduction of restructuring costs. For the three months ended March 31, 2016, noninterest expense includes a decrease of $0.1 million in transaction and non-recurring regulatory related expense and $0.7 million in restructuring costs. For the three months ended December 31, 2015, noninterest expense includes a decrease of $3.0 million due to a reduction in transaction expense and non-recurring regulatory related expense and $3.4 million in restructuring cost. For the three months ended September 30, 2015, noninterest expense includes a decrease of $1.3 million due to a reduction in transaction expense and non-recurring regulatory related expense and a decrease of $0.4 million in restructuring cost. For the three months ended June 30, 2015, noninterest expense includes $6.0 million in non-recurring regulatory related expense and $17.1 million in restructuring cost. For the three months ended March 31, 2015, noninterest expense includes $2.4 million in transaction expense and non-recurring regulatory related expense.

(4)	Return on average equity is calculated as net income less dividends declared on the Series A 6.75% Non-Cumulative Perpetual Preferred Stock divided by average common shareholders' equity (average shareholders' equity less average Series A 6.75% Non-Cumulative Perpetual Preferred Stock).

(5)	The efficiency ratio represents noninterest expense as a percentage of total revenue. Total revenue is defined as net interest income before provision for loan and lease losses and total noninterest income. We use the efficiency ratio to measure noninterest costs expended to generate a dollar of revenue.

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•	Report of Independent Registered Public Accounting Firm

•	Consolidated Balance Sheets - As of December 31, 2016 and 2015

•	Consolidated Statements of Income - For the Years Ended December 31, 2016, 2015 and 2014

•	Consolidated Statements of Comprehensive Income - For the Years Ended December 31, 2016, 2015 and 2014

•	Consolidated Statements of Shareholders' Equity - For the Years Ended December 31, 2016, 2015 and 2014

•	Consolidated Statements of Cash Flows - For the Years Ended December 31, 2016, 2015 and 2014

•	Notes to Consolidated Financial Statements

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