x |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For
the fiscal year ended December 31,
2008
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|
OR
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o |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For
the transition period from ____________ to
____________
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Maryland
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36-4460265
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|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
800
West Madison Street, Chicago, Illinois
|
60607
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
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Title of Each Class
|
Name of Each Exchange on Which
Registered
|
|
Common Stock, par value $0.01 per
share
|
The NASDAQ Stock Market
LLC
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|
|
Document
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Part of Form 10-K
|
||
Portions
of the definitive Proxy Statement to
|
|||
be
used in conjunction with the Registrant’s
|
Part
III
|
||
2009
Annual Meeting of Stockholders.
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Page
|
|||
Business
|
4
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||
Risk
Factors
|
14
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||
Unresolved
Staff Comments
|
19
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||
Properties
|
19
|
||
Legal
Proceedings
|
21
|
||
Submission
of Matters to a Vote of Security Holders
|
21
|
||
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
22
|
||
Selected
Financial Data
|
24
|
||
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
28
|
||
Quantitative
and Qualitative Disclosures about Market Risk
|
49
|
||
Financial
Statements and Supplementary Data
|
53
|
||
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
99
|
||
Controls
and Procedures
|
99
|
||
Other
Information
|
99
|
||
Directors,
Executive Officers, and Corporate Governance
|
100
|
||
Executive
Compensation
|
100
|
||
Security
Ownership of Certain Beneficial Owners, and Management and
Related Stockholder Matters
|
100
|
||
Certain
Relationships, Related Transactions and Director
Independence
|
101
|
||
Principal
Accountant Fees and Services
|
101
|
||
Exhibits
and Financial Statement Schedules
|
102
|
||
103
|
|||
•
|
Acquiring,
directly or indirectly, ownership or control of any voting shares of
another bank or bank
|
holding
company if, after such acquisition, it would own or control more than 5%
of such shares
|
|
(unless
it already owns or controls the majority of such
shares);
|
|
•
|
Acquiring
all or substantially all of the assets of another bank or bank holding
company; or
|
•
|
Merging
or consolidating with another bank holding
company.
|
|
•
|
Real
estate lending standards, which provide guidelines concerning
loan-to-value ratios for various types of real estate
loans;
|
|
•
|
Risk-based
capital rules, including accounting for interest rate risk, concentration
of credit risk and the risks posed by non-traditional
activities;
|
|
•
|
Rules
requiring depository institutions to develop and implement internal
procedures to evaluate and control credit and settlement exposure to their
correspondent banks;
|
|
•
|
Rules
restricting types and amounts of equity investments;
and
|
|
•
|
Rules
addressing various safety and soundness issues, including operations and
managerial standards, standards for asset quality, earnings and
compensation standards.
|
·
|
loan
delinquencies may increase;
|
·
|
problem
assets and foreclosures may
increase;
|
·
|
demand
for our products and services may decline;
and
|
·
|
collateral
for our loans may decline in value, in turn reducing a customer’s
borrowing power and reducing the value of assets and collateral securing
our loans.
|
(1)
|
Leased
facilities.
|
(2)
|
Land
under building site is leased; other land and buildings are
owned.
|
(3)
|
The
Company owns the building. However, the first floor is under a
master lease agreement to a third party. The branch leases the
space from the third party.
|
Market
Price Range
|
||||||
High
|
Low
|
Dividends
Paid
|
||||
2008
|
||||||
Quarter
ended December 31, 2008
|
$34.59
|
$20.43
|
$0.18
|
|||
Quarter
ended September 30, 2008
|
$44.29
|
$18.76
|
$0.18
|
|||
Quarter
ended June 30, 2008
|
$32.59
|
$22.47
|
$0.18
|
|||
Quarter
ended March 31, 2008
|
$33.30
|
$25.41
|
$0.18
|
|||
2007
|
||||||
Quarter
ended December 31, 2007
|
$36.52
|
$29.13
|
$0.18
|
|||
Quarter
ended September 30, 2007
|
$37.88
|
$31.15
|
$0.18
|
|||
Quarter
ended June 30, 2007
|
$36.53
|
$33.18
|
$0.18
|
|||
Quarter
ended March 31, 2007
|
$37.89
|
$34.50
|
$0.18
|
Total
Number of Shares Purchased (1)
|
Average
Price Paid per Share
|
Number
of Shares Purchased as Part Publicly Announced Plans or
Programs
|
Maximum
Number of Shares that May Yet Be Purchased Under the Plans or
Programs
|
||||
October
1, 2008 – October 31, 2008
|
172
|
$29.67
|
-
|
-
|
|||
November
1, 2008 – November 30, 2008
|
160
|
29.71
|
-
|
-
|
|||
December
1, 2008 – December 31, 2008
|
38,660
|
(2)
|
26.09
|
(2)
|
-
|
-
|
|
Total
|
38,992
|
$26.12
|
-
|
(1)
|
Represents
shares of stock withheld upon vesting of restricted shares or exercise of
stock options to satisfy tax withholding
obligations.
|
(2)
|
Includes
36,817 shares surrendered to the Company in payment of the exercise price
of stock options exercised, and to satisfy tax withholding
obligations.
|
COMPARISON
OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG
MB FINANCIAL, INC.,
NASDAQ
BANK INDEX AND PEER GROUP INDEX
|
Fiscal
Year Ending
|
||||||
COMPANY/INDEX/MARKET
|
12/31/2003
|
12/31/2004
|
12/31/2005
|
12/31/2006
|
12/31/2007
|
12/31/2008
|
MB
Financial, Inc.
|
100.00
|
117.37
|
100.01
|
108.23
|
90.56
|
84.23
|
NASDAQ
Banks
|
100.00
|
110.99
|
106.18
|
117.87
|
91.85
|
69.88
|
Peer
Group
|
100.00
|
121.82
|
123.52
|
129.14
|
96.12
|
58.73
|
|
The
Peer Group is made up of the common stocks of the following
companies:
|
As
of or for the Year Ended December 31,
|
||||||||||
2008
|
2007
|
2006
(1)
|
2005
|
2004
(2)
|
||||||
Statement
of Income Data:
|
||||||||||
Interest
income
|
$413,788
|
$457,266
|
$374,371
|
$274,522
|
$213,788
|
|||||
Interest
expense
|
192,900
|
244,960
|
186,192
|
105,689
|
65,083
|
|||||
Net
interest income
|
220,888
|
212,306
|
188,179
|
168,833
|
148,705
|
|||||
Provision
for loan losses
|
125,721
|
19,313
|
10,100
|
8,150
|
7,800
|
|||||
Net
interest income after provision for loan losses
|
95,167
|
192,993
|
178,079
|
160,683
|
140,905
|
|||||
Other
income
|
98,466
|
99,904
|
71,321
|
60,080
|
63,288
|
|||||
Other
expenses
|
200,787
|
206,836
|
159,075
|
133,511
|
119,518
|
|||||
Income
(loss) before income taxes
|
(7,154)
|
86,061
|
90,325
|
87,252
|
84,675
|
|||||
Applicable
income tax expense (benefit)
|
(23,318)
|
24,036
|
27,269
|
26,607
|
25,697
|
|||||
Income
from continuing operations
|
16,164
|
62,025
|
63,056
|
60,645
|
58,978
|
|||||
Discontinued
operations
|
||||||||||
Income
from discontinued operations before income taxes
|
-
|
50,475
|
6,213
|
6,281
|
6,091
|
|||||
Income
taxes
|
-
|
18,637
|
2,155
|
2,172
|
1,941
|
|||||
Income
from discontinued operations
|
-
|
31,838
|
4,058
|
4,109
|
4,150
|
|||||
Net
income
|
16,164
|
93,863
|
67,114
|
64,754
|
63,128
|
|||||
Dividends
on preferred shares
|
789
|
-
|
-
|
-
|
-
|
|||||
Net
income available to common shareholders
|
$
15,375
|
$
93,863
|
$
67,114
|
$
64,754
|
$
63,128
|
|||||
Common
Share Data:
|
||||||||||
Basic
earnings per common share from continuing operations
|
$ 0.44
|
$
1.73
|
$
2.02
|
$
2.13
|
$
2.11
|
|||||
Basic
earnings per common share from discontinued operations
|
$
-
|
$
0.88
|
$
0.13
|
$
0.14
|
$
0.15
|
|||||
Basic
earnings per common share
|
$ 0.44
|
$
2.61
|
$
2.15
|
$
2.27
|
$
2.26
|
|||||
Diluted
earnings per common share from continuing operations
|
$
0.44
|
$
1.70
|
$
1.99
|
$
2.10
|
$
2.07
|
|||||
Diluted
earnings per common share from discontinued operations
|
$
-
|
$
0.88
|
$
0.13
|
$
0.14
|
$
0.14
|
|||||
Diluted
earnings per common share
|
$ 0.44
|
$
2.58
|
$
2.12
|
$
2.24
|
$
2.21
|
|||||
Common
book value per common share
|
$
25.17
|
$
24.91
|
$
23.10
|
$
17.81
|
$
16.90
|
|||||
Less:
goodwill and other tangible assets, net of tax benefit, per common
share
|
$
11.56
|
$
11.43
|
$
10.85
|
$
4.66
|
$
4.63
|
|||||
Tangible
common book value per common share
|
$
13.61
|
$
13.48
|
$
12.25
|
$
13.15
|
$
12.27
|
|||||
Weighted
average common shares outstanding:
|
||||||||||
Basic
|
34,706,092
|
35,919,900
|
31,156,887
|
28,480,909
|
27,886,191
|
|||||
Diluted
|
35,061,712
|
36,439,561
|
31,687,220
|
28,895,042
|
28,537,111
|
|||||
Dividend
payout ratio
|
163.64%
|
27.59%
|
30.70%
|
24.63%
|
22.09%
|
|||||
Cash
dividends per common share
|
$
0.72
|
$
0.72
|
$
0.66
|
$
0.56
|
$
0.50
|
(1)
|
In
2006 we acquired First Oak Brook Bancshares, Inc.
|
(2)
|
In
2004 we acquired First SecurityFed Financial,
Inc.
|
As
of or for the Year Ended December 31,
|
||||||||||
(Dollars
in thousands)
|
2008
|
2007
|
2006
|
2005
|
2004
|
|||||
Balance
Sheet Data:
|
||||||||||
Cash
and due from banks
|
$
79,824
|
$141,248
|
$142,207
|
$
82,751
|
$
81,059
|
|||||
Investment
securities
|
1,400,376
|
1,241,385
|
1,628,348
|
1,316,149
|
1,256,526
|
|||||
Loans,
gross
|
6,228,563
|
5,615,627
|
4,971,494
|
3,480,447
|
3,180,820
|
|||||
Allowance
for loan losses
|
144,001
|
65,103
|
58,983
|
42,290
|
42,255
|
|||||
Assets
held for sale
|
-
|
-
|
393,608
|
370,103
|
320,190
|
|||||
Total
assets
|
8,819,763
|
7,834,703
|
7,978,298
|
5,719,065
|
5,253,975
|
|||||
Deposits
|
6,495,571
|
5,513,783
|
5,580,553
|
3,906,212
|
3,698,540
|
|||||
Short-term
and long-term borrowings
|
960,085
|
1,186,586
|
934,384
|
771,088
|
633,616
|
|||||
Junior
subordinated notes issued to capital trusts
|
158,824
|
159,016
|
179,162
|
123,526
|
87,443
|
|||||
Liabilities
held for sale
|
-
|
-
|
361,008
|
341,988
|
293,110
|
|||||
Stockholders’
equity
|
1,066,195
|
862,369
|
846,952
|
506,986
|
484,537
|
|||||
Plus:
minority interest
|
2,629
|
-
|
-
|
-
|
-
|
|||||
Less:
goodwill
|
387,069
|
379,047
|
379,047
|
125,010
|
123,628
|
|||||
Less:
other intangible assets, net of tax benefit
|
16,754
|
16,479
|
18,756
|
8,186
|
8,832
|
|||||
Tangible
equity
|
665,001
|
466,843
|
449,149
|
373,790
|
352,077
|
|||||
Less:
preferred stock
|
193,025
|
-
|
-
|
-
|
-
|
|||||
Tangible
common equity
|
$471,976
|
$466,843
|
$449,149
|
$373,790
|
$352,077
|
|||||
Performance
Ratios (continuing operations):
|
||||||||||
Return
on average assets
|
0.20%
|
0.78%
|
0.96%
|
1.10%
|
1.23%
|
|||||
Return
on average common equity
|
1.74%
|
7.29%
|
10.06%
|
12.31%
|
13.55%
|
|||||
Net
interest margin (1)
|
3.03%
|
3.20%
|
3.40%
|
3.62%
|
3.67%
|
|||||
Tax
equivalent effect
|
0.13%
|
0.12%
|
0.11%
|
0.12%
|
0.10%
|
|||||
Net
interest margin – fully tax equivalent basis (1)
|
3.16%
|
3.32%
|
3.51%
|
3.74%
|
3.77%
|
|||||
Efficiency
ratio (2)
|
61.19%
|
63.90%
|
59.77%
|
56.53%
|
54.18%
|
|||||
Cash
return on average tangible common equity (3)
|
3.65%
|
14.14%
|
16.03%
|
17.02%
|
18.26%
|
|||||
Loans
to deposits
|
95.89%
|
101.85%
|
89.09%
|
89.10%
|
86.00%
|
|||||
Performance
Ratios (total):
|
||||||||||
Return
on average assets
|
0.20%
|
1.19%
|
1.02%
|
1.17%
|
1.31%
|
|||||
Return
on average common equity
|
1.74%
|
11.03%
|
10.70%
|
13.15%
|
14.50%
|
|||||
Net
interest margin (1)
|
3.03%
|
3.22%
|
3.41%
|
3.63%
|
3.69%
|
|||||
Tax
equivalent effect
|
0.13%
|
0.11%
|
0.11%
|
0.11%
|
0.10%
|
|||||
Net
interest margin – fully tax equivalent basis (1)
|
3.16%
|
3.33%
|
3.52%
|
3.74%
|
3.79%
|
|||||
Efficiency
ratio (2)
|
61.19%
|
55.90%
|
59.61%
|
56.47%
|
55.16%
|
|||||
Cash
return on average tangible common equity (3)
|
3.65%
|
21.14%
|
17.04%
|
18.16%
|
19.53%
|
|||||
Loans
to deposits
|
95.89%
|
101.85%
|
89.10%
|
89.16%
|
84.44%
|
|||||
Asset
Quality Ratios:
|
||||||||||
Non-performing
loans to total loans (4)
|
2.34%
|
0.44%
|
0.43%
|
0.58%
|
0.71%
|
|||||
Non-performing
assets to total assets (5)
|
1.71%
|
0.33%
|
0.31%
|
0.36%
|
0.44%
|
|||||
Allowance
for loan losses to total loans
|
2.31%
|
1.16%
|
1.19%
|
1.22%
|
1.33%
|
|||||
Allowance
for loan losses to non-performing loans (4)
|
98.67%
|
266.17%
|
274.75%
|
209.66%
|
187.21%
|
|||||
Net
loan charge-offs to average loans
|
0.79%
|
0.25%
|
0.24%
|
0.24%
|
0.23%
|
|||||
Liquidity
and Capital Ratios:
|
||||||||||
Tier
1 capital to risk weighted assets
|
12.07%
|
9.75%
|
10.49%
|
11.70%
|
11.38%
|
|||||
Total
capital to risk weighted assets
|
14.08%
|
11.58%
|
11.80%
|
12.91%
|
12.54%
|
|||||
Tier
1 capital to average assets
|
9.85%
|
8.18%
|
8.39%
|
9.08%
|
8.62%
|
|||||
Average
equity to average assets
|
10.90%
|
10.76%
|
9.50%
|
8.93%
|
9.07%
|
|||||
Tangible
equity to assets (6)
|
7.90%
|
6.28%
|
5.93%
|
6.69%
|
6.87%
|
|||||
Tangible
common equity to assets (7)
|
5.61%
|
6.28%
|
5.93%
|
6.69%
|
6.87%
|
|||||
Other:
|
||||||||||
Banking
facilities
|
72
|
73
|
70
|
45
|
45
|
|||||
Full
time equivalent employees (8)
|
1,342
|
1,282
|
1,380
|
1,123
|
1,030
|
(1)
|
Net
interest margin represents net interest income as a percentage of average
interest earning assets.
|
(2)
|
Equals
total other expense divided by the sum of net interest income on a fully
tax equivalent basis and total other income less net gains (losses) on
securities available for sale.
|
(3)
|
Net
cash flow available to common stockholders (net income plus other
intangibles amortization expense, net of tax benefit) / Average tangible
common equity (average common equity less average goodwill and average
other intangibles, net of tax
benefit).
|
(4)
|
Non-performing
loans include loans accounted for on a non-accrual basis, accruing loans
contractually past due 90 days or more as to interest or principal and
loans the terms of which have been renegotiated to provide reduction or
deferral of interest or principal because of a deterioration in the
financial position of the borrower.
|
(5)
|
Non-performing
assets include non-performing loans, other real estate owned and other
repossessed assets.
|
(6)
|
Equals
total ending shareholders’ equity plus minority interest less goodwill and
other intangibles, net of tax benefit, divided by total assets less
goodwill and other intangibles, net of tax
benefit.
|
(7)
|
Equals
total ending shareholders’ equity plus minority interest less preferred
stock, goodwill and other intangibles, net of tax benefit, divided by
total assets less goodwill and other intangibles, net of tax
benefit.
|
(8)
|
Includes
Union Bank employees.
|
2008
|
2007
|
2006
|
2005
|
2004
|
||
Net
Income available to common shareholders from continuing
|
||||||
operations
- as reported
|
$
15,375
|
$
62,025
|
$
63,056
|
$
60,645
|
$
58,978
|
|
Plus: Intangible
amortization, net of tax benefit
|
2,310
|
2,278
|
1,281
|
645
|
660
|
|
Net
cash flow available to common shareholders from continuing
operations
|
$
17,685
|
$
64,303
|
$
64,337
|
$
61,290
|
$
59,638
|
|
Net
Income available to common shareholders
|
$
15,375
|
$
93,863
|
$
67,114
|
$
64,754
|
$
63,128
|
|
Plus: Intangible
amortization, net of tax benefit
|
2,310
|
2,278
|
1,281
|
645
|
660
|
|
Net
cash flow available to common shareholders
|
$
17,685
|
$
96,141
|
$
68,395
|
$
65,399
|
$
63,788
|
|
Average
common stockholder’s equity
|
$884,032
|
$851,324
|
$627,069
|
$492,513
|
$435,419
|
|
Plus: Average
minority interest
|
1,516
|
-
|
-
|
-
|
-
|
|
Less: Average
goodwill
|
383,737
|
379,047
|
213,874
|
123,879
|
101,314
|
|
Less: Average
other intangible assets net of tax benefit
|
16,788
|
17,524
|
11,901
|
8,496
|
7,453
|
|
Average
tangible common equity
|
$485,023
|
$454,753
|
$401,294
|
$360,138
|
$326,652
|
Three
Months Ended 2008
|
Three
Months Ended 2007
|
|||||||
Statement
of Income Data:
|
December
|
September
|
June
|
March
|
December
|
September
|
June
|
March
|
Interest
income
|
$101,535
|
$103,061
|
$101,390
|
$107,802
|
$114,829
|
$117,172
|
$113,397
|
$111,868
|
Interest
expense
|
46,789
|
46,455
|
45,317
|
54,339
|
60,857
|
63,089
|
61,043
|
59,971
|
Net
interest income
|
54,746
|
56,606
|
56,073
|
53,463
|
53,972
|
54,083
|
52,354
|
51,897
|
Provision
for loan losses
|
72,581
|
18,400
|
12,200
|
22,540
|
8,000
|
4,500
|
3,000
|
3,813
|
Net
interest income (loss) after provision for loan losses
|
(17,835)
|
38,206
|
43,873
|
30,923
|
45,972
|
49,583
|
49,354
|
48,084
|
Other
income
|
21,937
|
26,425
|
25,567
|
24,537
|
22,981
|
23,259
|
30,720
|
22,944
|
Other
expenses
|
48,271
|
52,166
|
52,126
|
48,224
|
59,130
|
48,827
|
52,073
|
46,806
|
Income
(loss) before income taxes
|
(44,169)
|
12,465
|
17,314
|
7,236
|
9,823
|
24,015
|
28,001
|
24,222
|
Income
tax expense (benefit)
|
(19,348)
|
(689)
|
(4,693)
|
1,412
|
1,890
|
6,709
|
8,394
|
7,043
|
Income
(loss) from continuing operations
|
(24,821)
|
13,154
|
22,007
|
5,824
|
7,933
|
17,306
|
19,607
|
17,179
|
Discontinued
operations
|
||||||||
Income
from discontinued operations before income taxes
|
-
|
-
|
-
|
-
|
45,744
|
1,499
|
1,803
|
1,429
|
Income
taxes
|
-
|
-
|
-
|
-
|
17,281
|
500
|
369
|
487
|
Income
from discontinued operations
|
-
|
-
|
-
|
-
|
28,463
|
999
|
1,434
|
942
|
Net
income (loss)
|
$(24,821)
|
$
13,154
|
$
22,007
|
$ 5,824
|
$
36,396
|
$
18,305
|
$
21,041
|
$
18,121
|
Dividends
on preferred shares
|
789
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Net
income (loss) available to common shareholders
|
$(25,610)
|
$
13,154
|
$
22,007
|
$
5,824
|
$
36,396
|
$
18,305
|
$
21,041
|
$
18,121
|
Net
Interest Margin
|
2.86%
|
3.04%
|
3.11%
|
3.10%
|
3.16%
|
3.22%
|
3.20%
|
3.21%
|
Tax
equivalent effect
|
0.14%
|
0.14%
|
0.14%
|
0.12%
|
0.12%
|
0.12%
|
0.11%
|
0.12%
|
Net
interest margin on a fully tax equivalent basis
|
3.00%
|
3.18%
|
3.25%
|
3.22%
|
3.28%
|
3.34%
|
3.31%
|
3.33%
|
Common
Share Data :
|
||||||||
Basic
earnings (loss) per common share from continuing
operations
|
$ (0.74)
|
$
0.38
|
$
0.63
|
$
0.17
|
$
0.23
|
$
0.48
|
$
0.54
|
$
0.47
|
Basic
earnings per common share from discontinued operations
|
$
-
|
$
-
|
$
-
|
$
-
|
$
0.81
|
$
0.03
|
$
0.04
|
$
0.02
|
Basic
earnings (loss) per common share
|
$
(0.74)
|
$
0.38
|
$
0.63
|
$
0.17
|
$
1.04
|
$
0.51
|
$
0.58
|
$
0.49
|
Diluted
earnings (loss) per common share from continuing
operations
|
$
(0.74)
|
$
0.38
|
$
0.63
|
$
0.17
|
$
0.22
|
$
0.48
|
$
0.53
|
$
0.46
|
Diluted
earnings per common share from discontinued operations
|
$
-
|
$
-
|
$
-
|
$
-
|
$
0.80
|
$
0.03
|
$
0.04
|
$
0.03
|
Diluted
earnings (loss) per common share
|
$
(0.74)
|
$
0.38
|
$
0.63
|
$
0.17
|
$
1.02
|
$
0.51
|
$
0.57
|
$
0.49
|
Weighted
average common shares outstanding
|
34,777,651
|
34,732,633
|
34,692,571
|
34,620,435
|
35,095,301
|
35,733,165
|
36,239,731
|
36,630,323
|
Diluted
weighted average common shares outstanding
|
35,164,585
|
35,074,297
|
35,047,596
|
34,994,731
|
35,536,449
|
36,213,532
|
36,744,473
|
37,180,928
|
Year
Ended December 31,
|
|||||||||||
2008
|
2007
|
2006
|
|||||||||
Average
|
Yield/
|
Average
|
Yield/
|
Average
|
Yield/
|
||||||
Balance
|
Interest
|
Rate
|
Balance
|
Interest
|
Rate
|
Balance
|
Interest
|
Rate
|
|||
Interest
Earning Assets:
|
|||||||||||
Loans
(1) (2)
|
$5,892,845
|
$354,210
|
6.01%
|
$5,198,249
|
$392,526
|
7.55%
|
$4,082,920
|
$309,951
|
7.59%
|
||
Loans
exempt from federal income taxes (3)
|
59,746
|
4,408
|
7.26
|
9,338
|
754
|
7.96
|
5,027
|
373
|
7.32
|
||
Taxable
investment securities
|
868,700
|
40,468
|
4.66
|
1,037,129
|
49,675
|
4.79
|
1,115,585
|
51,836
|
4.65
|
||
Investment
securities exempt from federal income taxes (3)
|
414,234
|
23,849
|
5.66
|
374,025
|
21,326
|
5.62
|
305,930
|
17,316
|
5.58
|
||
Federal
funds sold
|
12,849
|
276
|
2.11
|
8,853
|
449
|
5.00
|
15,148
|
774
|
5.04
|
||
Other
interest bearing deposits
|
52,497
|
467
|
0.89
|
7,193
|
264
|
3.67
|
7,952
|
312
|
3.92
|
||
Total
interest earning assets
|
7,300,871
|
$423,678
|
5.80
|
6,634,787
|
$464,994
|
7.01
|
5,532,562
|
$380,562
|
6.88
|
||
Assets
available for sale
|
-
|
341,734
|
393,003
|
||||||||
Non-interest
earning assets
|
939,473
|
934,089
|
676,505
|
||||||||
Total
assets
|
$8,240,344
|
$7,910,610
|
$6,602,070
|
||||||||
Interest
Bearing Liabilities:
|
|||||||||||
Deposits:
|
|||||||||||
NOW
and money market deposit
|
$1,292,407
|
$
23,176
|
1.79%
|
$1,213,001
|
$
37,568
|
3.10%
|
$
778,795
|
$
18,475
|
2.37%
|
||
Savings
deposit
|
383,534
|
1,239
|
0.32
|
428,087
|
3,051
|
0.71
|
457,723
|
3,334
|
0.73
|
||
Time
deposits
|
3,426,332
|
126,955
|
3.71
|
2,986,964
|
145,030
|
4.86
|
2,674,892
|
119,299
|
4.46
|
||
Short-term
borrowings
|
681,074
|
17,590
|
2.58
|
812,681
|
37,354
|
4.60
|
631,892
|
27,944
|
4.42
|
||
Long-term
borrowings and junior subordinated notes
|
581,026
|
23,940
|
4.05
|
364,441
|
21,957
|
5.94
|
293,310
|
17,140
|
5.76
|
||
Total
interest bearing liabilities
|
6,364,373
|
$192,900
|
3.03
|
5,805,174
|
$244,960
|
4.22
|
4,836,612
|
$186,192
|
3.85
|
||
Non-interest
bearing deposits
|
891,072
|
860,557
|
708,100
|
||||||||
Liabilities
held for sale
|
-
|
313,414
|
365,380
|
||||||||
Other
non-interest bearing liabilities
|
86,884
|
80,141
|
64,909
|
||||||||
Stockholders’
equity
|
898,015
|
851,324
|
627,069
|
||||||||
Total
liabilities and stockholders’ equity
|
$8,240,344
|
$7,910,610
|
$6,602,070
|
||||||||
Net
interest income/interest rate spread (4)
|
$230,778
|
2.77%
|
$220,034
|
2.79%
|
$194,370
|
3.03%
|
|||||
Taxable
equivalent adjustment
|
(9,890)
|
7,728
|
6,191
|
||||||||
Net
interest income, as reported
|
$220,888
|
$212,306
|
$188,179
|
||||||||
Net
interest margin (5)
|
3.03%
|
3.20%
|
3.40%
|
||||||||
Tax
equivalent effect
|
0.13%
|
0.12%
|
0.11%
|
||||||||
Net
interest margin on a fully tax equivalent basis (5)
|
3.16%
|
3.32%
|
3.51%
|
(1)
|
Non-accrual
loans are included in average
loans.
|
(2)
|
Interest
income includes loan origination fees of $7.0 million, $6.7 million and
$6.9 million for the years ended December 31, 2008, 2007 and 2006,
respectively.
|
(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.
|
Year
Ended December 31,
|
||||||||||||
2008
Compared to 2007
|
2007
Compared to 2006
|
|||||||||||
Change
|
Change
|
Change
|
Change
|
|||||||||
Due
to
|
Due
to
|
Total
|
Due
to
|
Due
to
|
Total
|
|||||||
Volume
|
Rate
|
Change
|
Volume
|
Rate
|
Change
|
|||||||
Interest
Earning Assets:
|
||||||||||||
Loans
|
$47,821
|
$(86,137)
|
$(38,316)
|
$84,217
|
$
(1,642)
|
$82,575
|
||||||
Loans
exempt from federal income taxes (1)
|
3,725
|
(71)
|
3,654
|
345
|
36
|
381
|
||||||
Taxable
investment securities
|
(7,878)
|
(1,329)
|
(9,207)
|
(3,724)
|
1,563
|
(2,161)
|
||||||
Investment
securities exempt from federal income taxes (1)
|
2,313
|
210
|
2,523
|
3,882
|
128
|
4,010
|
||||||
Federal
funds sold
|
152
|
(325)
|
(173)
|
(319)
|
(6)
|
(325)
|
||||||
Other
interest bearing deposits
|
538
|
(335)
|
203
|
(29)
|
(19)
|
(48)
|
||||||
Total
increase in interest income
|
46,671
|
(87,987)
|
(41,316)
|
84,372
|
60
|
84,432
|
||||||
Interest
Bearing Liabilities:
|
||||||||||||
Deposits
|
||||||||||||
NOW
and money market deposit accounts
|
2,320
|
(16,712)
|
(14,392)
|
12,334
|
6,759
|
19,093
|
||||||
Savings
deposits
|
(290)
|
(1,522)
|
(1,812)
|
(212)
|
(71)
|
(283)
|
||||||
Time
deposits
|
19,397
|
(37,472)
|
(18,075)
|
14,619
|
11,112
|
25,731
|
||||||
Short-term
borrowings
|
(5,334)
|
(14,430)
|
(19,764)
|
8,272
|
1,138
|
9,410
|
||||||
Long-term
borrowings and junior subordinated notes
|
10,356
|
(8,373)
|
1,983
|
4,271
|
546
|
4,817
|
||||||
Total
increase in interest expense
|
26,449
|
(78,509)
|
(52,060)
|
39,284
|
19,484
|
58,768
|
||||||
Total
increase (decrease) in net interest income
|
$20,222
|
$
(9,478)
|
$
10,744
|
$45,088
|
$(19,424)
|
$25,664
|
(1)
|
Non-taxable
loan and investment income is presented on a fully tax equivalent basis
assuming a 35% rate.
|
Year-ended
December 31,
|
||||||||||||
2008
|
2007
|
2006
|
||||||||||
Amortized
|
Fair
|
Amortized
|
Fair
|
Amortized
|
Fair
|
|||||||
Cost
|
Value
|
Cost
|
Value
|
Cost
|
Value
|
|||||||
U.S.
Treasury securities
|
$
-
|
$ -
|
$
-
|
$
-
|
$
11,287
|
$
11,248
|
||||||
Government
sponsored agencies
|
171,385
|
179,373
|
305,768
|
310,538
|
666,855
|
665,435
|
||||||
States
and political subdivisions
|
417,608
|
427,999
|
407,973
|
412,302
|
369,204
|
370,036
|
||||||
Mortgage-backed
securities
|
682,679
|
690,285
|
435,743
|
438,056
|
505,241
|
495,215
|
||||||
Corporate
bonds
|
34,546
|
34,565
|
12,797
|
13,057
|
27,477
|
27,316
|
||||||
Equity
securities
|
3,595
|
3,606
|
3,446
|
3,460
|
7,069
|
6,993
|
||||||
Debt
securities issued by foreign governments
|
301
|
302
|
299
|
301
|
547
|
547
|
||||||
Total
|
$1,310,114
|
$1,336,130
|
$1,166,026
|
$1,177,714
|
$1,587,680
|
$1,576,790
|
Due
after One
|
Due
after Five
|
|||||||||||
Due
in One
|
Year
through
|
Years
through
|
Due
after
|
|||||||||
Year
or Less
|
Five
Years
|
Ten
Years
|
Ten
Years
|
|||||||||
Weighted
|
Weighted
|
Weighted
|
Weighted
|
|||||||||
Average
|
Average
|
Average
|
Average
|
|||||||||
Balance
|
Yield
|
Balance
|
Yield
|
Balance
|
Yield
|
Balance
|
Yield
|
|||||
U.S.
Treasury securities
|
$ -
|
-
|
$ -
|
-
|
$
-
|
-
|
$ -
|
-
|
||||
Government
sponsored agencies
|
34,425
|
4.00%
|
124,738
|
3.56%
|
20,210
|
4.61%
|
-
|
-
|
||||
States
and political subdivision (1)
|
19,073
|
5.53%
|
79,392
|
5.62%
|
263,279
|
5.79%
|
66,255
|
6.48%
|
||||
Mortgage-backed
securities (2)
|
12
|
8.11%
|
22,294
|
4.75%
|
138,241
|
4.92%
|
529,738
|
4.90%
|
||||
Corporate
bonds
|
3,023
|
3.00%
|
25,161
|
4.60%
|
-
|
-
|
6,381
|
9.25%
|
||||
Equity
securities
|
-
|
-
|
-
|
-
|
-
|
-
|
3,606
|
4.07%
|
||||
Debt
securities issued by foreign governments
|
302
|
6.63%
|
-
|
-
|
-
|
-
|
-
|
-
|
||||
Total
|
$56,835
|
4.48%
|
$251,585
|
4.42%
|
$421,730
|
5.45%
|
$605,980
|
5.08%
|
(1)
|
Yield
is reflected on a fully tax equivalent basis utilizing a 35% tax
rate.
|
(2)
|
These
securities are presented based upon contractual
maturities.
|
At
December 31,
|
||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
||||||||
%
of
|
%
of
|
%
of
|
%
of
|
%
of
|
||||||||
Amount
|
Total
|
Amount
|
Total
|
Amount
|
Total
|
Amount
|
Total
|
Amount
|
Total
|
|||
Commercial
related credits:
|
||||||||||||
Commercial
loans
|
$1,522,380
|
24%
|
$1,323,455
|
24%
|
$1,020,707
|
21%
|
$
767,392
|
22%
|
$
693,219
|
22%
|
||
Commercial
loans collateralized by
|
||||||||||||
assignment
of lease payments
|
649,918
|
10%
|
553,138
|
10%
|
392,063
|
8%
|
271,945
|
8%
|
250,595
|
8%
|
||
Commercial
real estate
|
2,353,261
|
38%
|
1,974,370
|
36%
|
1,804,103
|
36%
|
1,465,875
|
42%
|
1,313,619
|
42%
|
||
Construction
real estate
|
757,900
|
13%
|
845,158
|
14%
|
851,896
|
17%
|
511,379
|
15%
|
395,864
|
12%
|
||
Total
commercial related credits
|
5,283,459
|
85%
|
4,696,121
|
84%
|
4,068,769
|
82%
|
3,016,591
|
87%
|
2,653,297
|
83%
|
||
Other
loans:
|
||||||||||||
Residential
real estate
|
295,336
|
5%
|
354,874
|
6%
|
360,183
|
7%
|
224,006
|
6%
|
269,457
|
8%
|
||
Indirect
vehicle
|
189,227
|
3%
|
146,311
|
3%
|
110,573
|
2%
|
56
|
0%
|
215
|
0%
|
||
Home
equity
|
401,029
|
6%
|
365,589
|
6%
|
381,612
|
8%
|
222,419
|
6%
|
242,231
|
7%
|
||
Consumer
loans
|
59,512
|
1%
|
52,732
|
1%
|
50,357
|
1%
|
17,375
|
1%
|
15,620
|
1%
|
||
Total
other loans
|
945,104
|
15%
|
919,506
|
16%
|
902,725
|
18%
|
463,856
|
13%
|
527,523
|
17%
|
||
Gross
loans (1)
|
6,228,563
|
100%
|
5,615,627
|
100%
|
4,971,494
|
100%
|
3,480,447
|
100%
|
3,180,820
|
100%
|
||
Allowance
for loan losses
|
(144,001)
|
(65,103)
|
(58,983)
|
(42,290)
|
(42,255)
|
|||||||
Net
loans
|
$6,084,562
|
$5,550,524
|
$4,912,511
|
$3,438,157
|
$3,138,565
|
(1)
|
Gross
loan balances at December 31, 2008, 2007, 2006, 2005, and 2004 are net of
unearned income, including net deferred loans fees of $4.5 million, $3.7
million, $3.0 million, $3.2 million, and $4.1 million,
respectively.
|
Due
in One Year
|
Due
after One Year
|
Due
after
|
||||||||||||
Or
Less
|
Through
Five Years
|
Five
Years
|
||||||||||||
Fixed
|
Floating
|
Fixed
|
Floating
|
Fixed
|
Floating
|
|||||||||
Rate
|
Rate
|
Rate
|
Rate
|
Rate
|
Rate
|
Total
|
||||||||
Commercial
loans
|
$
103,018
|
$1,085,201
|
$
110,115
|
$212,620
|
$11,290
|
$
136
|
$1,522,380
|
|||||||
Commercial
loans collateralized by
|
||||||||||||||
assignment
of lease payments
|
279,324
|
-
|
368,580
|
-
|
2,014
|
-
|
649,918
|
|||||||
Commercial
real estate
|
460,027
|
606,420
|
1,047,037
|
172,867
|
51,845
|
15,065
|
2,353,261
|
|||||||
Construction
real estate
|
107,836
|
601,349
|
15,618
|
30,217
|
46
|
2,833
|
757,899
|
|||||||
Residential
real estate
|
45,907
|
35,790
|
53,158
|
126,730
|
27,737
|
6,014
|
295,336
|
|||||||
Indirect
vehicle
|
76,385
|
-
|
111,877
|
-
|
965
|
-
|
189,227
|
|||||||
Home
equity
|
15,280
|
368,739
|
16,306
|
-
|
704
|
-
|
401,029
|
|||||||
Consumer
loans
|
12,438
|
23,730
|
3,735
|
17,747
|
12
|
1,851
|
59,513
|
|||||||
Gross
loans
|
$1,100,215
|
$2,721,229
|
$1,726,426
|
$560,181
|
$94,613
|
$25,899
|
$6,228,563
|
At
December 31,
|
||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
||||||
Non-performing
loans:
|
||||||||||
Non-accruing
loans
|
$145,936
|
$24,459
|
$21,164
|
$19,850
|
$22,386
|
|||||
Loans
90 days or more past due, still accruing interest
|
-
|
-
|
304
|
321
|
185
|
|||||
Total
non-performing loans
|
145,936
|
24,459
|
21,468
|
20,171
|
22,571
|
|||||
Other
real estate owned
|
4,366
|
1,120
|
2,844
|
354
|
384
|
|||||
Repossessed
vehicles
|
356
|
179
|
192
|
-
|
-
|
|||||
Total
non-performing assets
|
$150,658
|
$25,758
|
$24,504
|
$20,525
|
$22,955
|
|||||
|
||||||||||
Total
non-performing loans to total loans
|
2.34%
|
0.44%
|
0.43%
|
0.58%
|
0.71%
|
|||||
Allowance
for loan losses to non-performing loans
|
98.67%
|
266.17%
|
274.75%
|
209.66%
|
187.21%
|
|||||
Total
non-performing assets to total assets
|
1.71%
|
0.33%
|
0.31%
|
0.36%
|
0.44%
|
Commercial
and Lease Loans
|
Construction
Real Estate Loans
|
Commercial
Real Estate Loans
|
Other
Loans
|
Total
Loans
|
|||||||||
Dollar
Range
|
Number
of Borrowers
|
Amount
|
Number
of Borrowers
|
Amount
|
Number
of Borrowers
|
Amount
|
Amount
|
Amount
|
|||||
$5.0
million or more
|
1
|
$ 10,851
|
6
|
$ 50,959
|
-
|
$ -
|
$ -
|
$ 61,810
|
|||||
$3.0
million to $4.9 million
|
-
|
-
|
7
|
23,647
|
3
|
10,572
|
-
|
34,219
|
|||||
$1.5
million to $2.9 million
|
-
|
-
|
1
|
2,118
|
4
|
7,345
|
-
|
9,463
|
|||||
Under
$1.5 million
|
16
|
9,167
|
16
|
9,323
|
33
|
14,141
|
7,813
|
40,444
|
|||||
17
|
$ 20,018
|
30
|
$ 86,047
|
40
|
$ 32,058
|
$ 7,813
|
$ 145,936
|
||||||
Percentage
of individual loan category
|
0.92%
|
11.35%
|
1.36%
|
0.83%
|
2.34%
|
Commercial
and Lease Loans
|
Construction
Real Estate Loans
|
Commercial
Real Estate Loans
|
Other
Loans
|
Total
Loans
|
|||||||||
Dollar
Range
|
Number
of Borrowers
|
Amount
|
Number
of Borrowers
|
Amount
|
Number
of Borrowers
|
Amount
|
Amount
|
Amount
|
|||||
$5.0
million or more
|
-
|
$ -
|
-
|
$ -
|
1
|
$ 8,484
|
$ -
|
$ 8,484
|
|||||
$3.0
million to $4.9 million
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||
$1.5
million to $2.9 million
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||
Under
$1.5 million
|
12
|
3,201
|
13
|
5,366
|
1
|
603
|
6,805
|
15,975
|
|||||
12
|
$ 3,201
|
13
|
$ 5,366
|
2
|
$ 9,087
|
$ 6,805
|
$ 24,459
|
||||||
Percentage
of individual loan category
|
0.17%
|
0.63%
|
0.46%
|
0.74%
|
0.44%
|
Year
Ended December 31,
|
||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
||||||
Balance
at beginning of year
|
$
65,103
|
$
58,983
|
$
42,290
|
$
42,255
|
$
37,730
|
|||||
Additions
from acquisitions
|
-
|
-
|
16,425
|
-
|
4,052
|
|||||
Allowance
related to bank subsidiary sold
|
-
|
-
|
-
|
-
|
-
|
|||||
Provision
for loan losses
|
125,721
|
19,313
|
10,100
|
8,150
|
7,800
|
|||||
Charge-offs:
|
||||||||||
Commercial
loans
|
(13,653)
|
(7,072)
|
(10,160)
|
(4,007)
|
(5,584)
|
|||||
Commercial
loans collateralized by assignment of lease payments
|
(1,258)
|
(515)
|
(246)
|
(826)
|
(1,538)
|
|||||
Commercial
real estate
|
(14,872)
|
(3,471)
|
(1,671)
|
(1,052)
|
(1,508)
|
|||||
Residential
real estate
|
(550)
|
(1,075)
|
(434)
|
(118)
|
(98)
|
|||||
Construction
real estate
|
(14,940)
|
(2,294)
|
-
|
(3,824)
|
(514)
|
|||||
Indirect
vehicles
|
(2,109)
|
(1,193)
|
(307)
|
-
|
-
|
|||||
Home
equity
|
(1,801)
|
(194)
|
(427)
|
(149)
|
(276)
|
|||||
Consumer
loans
|
(642)
|
(492)
|
(555)
|
(199)
|
(459)
|
|||||
Total
charge-offs
|
(49,825)
|
(16,306)
|
(13,800)
|
(10,175)
|
(9,977)
|
|||||
Recoveries:
|
||||||||||
Commercial
loans
|
891
|
1,265
|
2,402
|
954
|
1,488
|
|||||
Commercial
loans collateralized by assignment of lease payments
|
67
|
979
|
40
|
329
|
105
|
|||||
Commercial
real estate
|
266
|
37
|
378
|
51
|
35
|
|||||
Residential
real estate
|
29
|
20
|
26
|
97
|
45
|
|||||
Construction
real estate
|
951
|
38
|
490
|
-
|
28
|
|||||
Indirect
vehicles
|
625
|
389
|
4
|
-
|
-
|
|||||
Home
equity
|
132
|
344
|
481
|
495
|
611
|
|||||
Consumer
loans
|
41
|
41
|
147
|
134
|
338
|
|||||
Total
recoveries
|
3,002
|
3,113
|
3,968
|
2,060
|
2,650
|
|||||
Net
charge-offs
|
(46,823)
|
(13,193)
|
(9,832)
|
(8,115)
|
(7,327)
|
|||||
Balance
at December 31,
|
$144,001
|
$65,103
|
$58,983
|
$42,290
|
$42,255
|
|||||
Total
loans at December 31,
|
$6,228,563
|
$5,615,627
|
$4,971,494
|
$3,480,447
|
$3,180,820
|
|||||
Ratio
of allowance to total loans
|
2.31%
|
1.16%
|
1.19%
|
1.22%
|
1.33%
|
|||||
Ratio
of net charge-offs to average loans
|
0.79%
|
0.25%
|
0.24%
|
0.24%
|
0.25%
|
Provision for
loan losses increased by $106.4 million to $125.7 million for the year
ended December 31, 2008 from $19.3 million in the same period of
2007. The increase in our provision for loan losses was
primarily due the migration of performing loans from lower risk rating to
higher risk rating during 2008, worsening macroeconomic factors, and the
increases in non-performing loans and net charge-offs. Also
factoring into our provision was our loan growth during the year ended
December 31, 2008.
|
At
December 31,
|
|||||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
|||||||||||
%
of Total
|
%
of Total
|
%
of Total
|
%
of Total
|
%
of Total
|
|||||||||||
Amount
|
Loans
|
Amount
|
Loans
|
Amount
|
Loans
|
Amount
|
Loans
|
Amount
|
Loans
|
||||||
Commercial
loans
|
$
40,217
|
24%
|
$15,627
|
24%
|
$20,918
|
21%
|
$14,918
|
22%
|
$10,394
|
22%
|
|||||
Commercial
loans collateralized by
|
|||||||||||||||
assignment
of lease payments
|
10,245
|
10%
|
7,854
|
10%
|
8,897
|
8%
|
6,868
|
8%
|
6,560
|
8%
|
|||||
Commercial
real estate
|
31,241
|
38%
|
15,653
|
36%
|
10,458
|
36%
|
11,687
|
42%
|
9,715
|
42%
|
|||||
Residential
real estate
|
1,623
|
5%
|
1,430
|
6%
|
1,430
|
7%
|
776
|
6%
|
779
|
8%
|
|||||
Construction
real estate
|
57,443
|
13%
|
23,039
|
14%
|
15,780
|
17%
|
7,491
|
15%
|
4,416
|
12%
|
|||||
Consumer
loans and other
|
3,232
|
10%
|
1,500
|
10%
|
1,621
|
11%
|
550
|
7%
|
571
|
8%
|
|||||
Unallocated
(1)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
9,820
|
-
|
|||||
Total
|
$144,001
|
100%
|
$65,103
|
100%
|
$58,983
|
100%
|
$42,290
|
100%
|
$42,255
|
100%
|
(1) In
2005, the methodology was refined to fully allocate all components of the
loan loss reserve.
|
At
December 31, 2008
|
|||
Certificates
of deposit $100,000 and over:
|
|||
Maturing
within three months
|
$ 511,980
|
||
After
three but within six months
|
532,188
|
||
After
six but within twelve months
|
403,516
|
||
After
twelve months
|
561,671
|
||
Total
certificates of deposit $100,000 and over (1)
|
$2,009,355
|
||
Other
time deposits $100,000 and over (2):
|
|||
Maturing
within three months
|
$
12,347
|
||
After
three but within six months
|
27,603
|
||
After
six but within twelve months
|
25,851
|
||
After
twelve months
|
15,911
|
||
Total
other time deposits $100,000 and over
|
$
81,712
|
||
|
|||
(1)
Includes brokered deposits of $864.8 million.
|
|||
(2)
Consists of time deposits held in individual retirement accounts (IRA’s)
and time certificates that the customer has the option to increase the
principal balance and maintain the original interest
rate.
|
At
December 31,
|
||||||
2008
|
2007
|
|||||
Amount
|
Percent
|
Amount
|
Percent
|
|||
Demand
deposits, noninterest bearing
|
$
960,117
|
14.78%
|
$
875,491
|
15.88%
|
||
NOW
and money market accounts
|
1,465,436
|
22.56%
|
1,263,021
|
22.91%
|
||
Savings
deposits
|
367,684
|
5.66%
|
390,980
|
7.09%
|
||
Time
certificates, $100,000 or more
|
2,091,067
|
32.19%
|
1,686,593
|
30.59%
|
||
Other
time certificates
|
1,611,267
|
24.81%
|
1,297,698
|
23.53%
|
||
Total
|
$6,495,571
|
100.00%
|
$5,513,783
|
100.00%
|
At
or For the Year Ended December 31,
|
|||||||
2008
|
2007
|
2006
|
|||||
Federal
funds purchased:
|
|||||||
Average
balance outstanding
|
$
44,413
|
$
90,928
|
$
57,641
|
||||
Maximum
outstanding at any month-end during the period
|
175,000
|
199,100
|
133,100
|
||||
Balance
outstanding at end of period
|
5,000
|
170,000
|
133,100
|
||||
Weighted
average interest rate during the period
|
3.09%
|
5.16%
|
5.40%
|
||||
Weighted
average interest rate at end of the period
|
0.68%
|
3.86%
|
5.38%
|
||||
Federal
Reserve term auction funds:
|
|||||||
Average
balance outstanding
|
$
91,803
|
$ -
|
$
-
|
||||
Maximum
outstanding at any month-end during the period
|
250,000
|
-
|
-
|
||||
Balance
outstanding at end of period
|
100,000
|
-
|
-
|
||||
Weighted
average interest rate during the period
|
2.59%
|
-
|
-
|
||||
Weighted
average interest rate at end of the period
|
0.42%
|
-
|
-
|
||||
Securities
sold under agreements to repurchase:
|
|||||||
Average
balance outstanding
|
$291,013
|
$323,132
|
$365,786
|
||||
Maximum
outstanding at any month-end during the period
|
366,271
|
409,848
|
462,293
|
||||
Balance
outstanding at end of period (1)
|
282,832
|
367,702
|
351,378
|
||||
Weighted
average interest rate during the period
|
1.49%
|
3.66%
|
3.97%
|
||||
Weighted
average interest rate at end of the period
|
0.48%
|
3.02%
|
3.89%
|
||||
Federal
Home Loan Bank advances:
|
|||||||
Average
balance outstanding
|
$252,452
|
$397,065
|
$205,805
|
||||
Maximum
outstanding at any month-end during the period
|
344,011
|
440,019
|
239,679
|
||||
Balance
outstanding at end of period
|
100,787
|
440,019
|
204,026
|
||||
Weighted
average interest rate during the period
|
3.75%
|
5.23%
|
4.94%
|
||||
Weighted
average interest rate at end of the period
|
2.46%
|
5.05%
|
5.30%
|
||||
Treasury,
tax and loan demand notes
|
|||||||
Average
balance outstanding
|
$
-
|
$
-
|
$
1,545
|
||||
Maximum
outstanding at any month-end during the period
|
-
|
-
|
3,959
|
||||
Balance
outstanding at end of period
|
-
|
-
|
-
|
||||
Weighted
average interest rate during the period
|
-
|
-
|
4.48%
|
||||
Weighted
average interest rate at end of the period
|
-
|
-
|
-
|
||||
Correspondent
bank lines of credit:
|
|||||||
Average
balance outstanding
|
$
1,393
|
$
1,555
|
$
1,115
|
||||
Maximum
outstanding at any month-end during the period
|
10,000
|
10,000
|
12,000
|
||||
Balance
outstanding at end of period
|
-
|
-
|
-
|
||||
Weighted
average interest rate during the period
|
3.23%
|
5.72%
|
6.11%
|
||||
Weighted
average interest rate at end of the period
|
-
|
-
|
-
|
(1)
|
Balance
includes customer repurchase agreements totaling $282.8 million, $367.7
million and $314.4 million at December 31, 2008, 2007 and 2006,
respectively.
|
Payments
Due by Period
|
|||||||||||
Contractual
Obligations
|
Total
|
Less
than 1 Year
|
1 -
3 Years
|
3 -
5 Years
|
More
than 5 Years
|
||||||
Time
deposits
|
$
|
3,702,334
|
$
|
2,806,727
|
$
|
709,579
|
$
|
104,150
|
$
|
81,878
|
|
Long-term
borrowings
|
471,466
|
45,060
|
189,003
|
44,320
|
193,083
|
||||||
Junior
subordinated notes issued to capital trusts (1)
|
158,824
|
-
|
-
|
-
|
158,824
|
||||||
Operating
leases
|
27,226
|
3,182
|
4,415
|
3,259
|
16,370
|
||||||
Capital
expenditures
|
1,016
|
1,016
|
-
|
-
|
-
|
||||||
Total
|
$
|
4,360,866
|
$
|
2,855,989
|
$
|
902,992
|
$
|
151,230
|
$
|
450,655
|
|
Letters
of Credit and commitments to extend credit
|
$
|
1,812,903
|
(1)
|
Call
dates are set forth in Note 13 to the audited consolidated financial
statements under Item 8. Financial Statements and Supplementary
Data.
|
To
Be Well
|
|||||||||||
Capitalized
Under
|
|||||||||||
For
Capital
|
Prompt
Corrective
|
||||||||||
Actual
|
Adequacy
Purposes
|
Action
Provisions
|
|||||||||
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
||||||
As
of December 31, 2008
|
|||||||||||
Total
capital (to risk-weighted assets):
|
|||||||||||
Consolidated
|
$936,027
|
14.08%
|
$531,968
|
8.00%
|
N/A
|
N/A
|
|||||
MB
Financial Bank
|
759,845
|
11.46%
|
530,595
|
8.00%
|
$663,243
|
10.00%
|
|||||
Tier
1 capital (to risk-weighted assets):
|
|||||||||||
Consolidated
|
$802,384
|
12.07%
|
$265,984
|
4.00%
|
N/A
|
N/A
|
|||||
MB
Financial Bank
|
626,185
|
9.44%
|
265,297
|
4.00%
|
$397,946
|
6.00%
|
|||||
Tier
1 capital (to average assets):
|
|||||||||||
Consolidated
|
$802,384
|
9.85%
|
$325,872
|
4.00%
|
N/A
|
N/A
|
|||||
MB
Financial Bank
|
626,185
|
7.70%
|
325,300
|
4.00%
|
$406,625
|
5.00%
|
Time
to Maturity or Repricing
|
||||||||||
0
– 90
|
91
- 365
|
1
– 5
|
Over
5
|
|||||||
Days
|
Days
|
Years
|
Years
|
Total
|
||||||
Interest
Earning Assets:
|
||||||||||
Interest
bearing deposits with banks
|
$
260,892
|
$ 190
|
$
752
|
$
-
|
$
261,834
|
|||||
Investment
securities available for sale
|
133,998
|
251,193
|
661,663
|
289,276
|
1,336,130
|
|||||
Loans
|
2,634,769
|
1,163,948
|
2,309,914
|
119,932
|
6,228,563
|
|||||
Total
interest earning assets
|
$3,029,659
|
$1,415,331
|
$2,972,329
|
$
409,208
|
$7,826,527
|
|||||
Interest
Bearing Liabilities:
|
||||||||||
NOW
and money market deposit accounts
|
$
117,491
|
$ 309,272
|
$
845,547
|
$
193,126
|
$1,465,436
|
|||||
Savings
deposits
|
28,627
|
76,483
|
211,711
|
50,863
|
367,684
|
|||||
Time
deposits
|
914,565
|
1,953,563
|
810,869
|
23,337
|
3,702,334
|
|||||
Short-term
borrowings
|
239,203
|
89,144
|
146,233
|
14,039
|
488,619
|
|||||
Long-term
borrowings
|
101,998
|
33,548
|
333,736
|
2,184
|
471,466
|
|||||
Junior
subordinated notes issued to capital trusts
|
152,070
|
-
|
6,754
|
-
|
158,824
|
|||||
Total
interest bearing liabilities
|
$1,553,954
|
$2,462,010
|
$2,354,850
|
$
283,549
|
$6,654,363
|
|||||
Rate
sensitive assets (RSA)
|
$3,029,659
|
$4,444,990
|
$7,417,319
|
$7,826,527
|
$7,826,527
|
|||||
Rate
sensitive liabilities (RSL)
|
$1,553,954
|
$4,015,964
|
$6,370,814
|
$6,654,363
|
$6,654,363
|
|||||
Cumulative
GAP (GAP=RSA-RSL)
|
$1,475,705
|
$ 429,026
|
$1,046,505
|
$1,172,164
|
$1,172,164
|
|||||
RSA/Total
assets
|
34.35%
|
50.40%
|
84.10%
|
88.74%
|
88.74%
|
|||||
RSL/Total
assets
|
17.62%
|
45.53%
|
72.23%
|
75.45%
|
75.45%
|
|||||
GAP/Total
assets
|
16.73%
|
4.86%
|
11.87%
|
13.29%
|
13.29%
|
|||||
GAP/RSA
|
48.71%
|
9.65%
|
14.11%
|
14.98%
|
14.98%
|
Gradual
|
Change
in Net Interest Income Over One Year Horizon
|
|||||
Changes
in
|
At
December 31, 2008
|
At
December 31, 2007
|
||||
Levels
of
|
Dollar
|
Percentage
|
Dollar
|
Percentage
|
||
Interest
Rates
|
Change
|
Change
|
Change
|
Change
|
||
+2.00%
|
$8,664
|
3.40%
|
$502
|
0.23%
|
||
+1.00%
|
3,328
|
1.30%
|
736
|
0.33%
|
Page
|
|
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER
FINANCIAL
REPORTING................................................................................................
|
54
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL
REPORTING............................................................................................................................................................................................................................................
|
55
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON THE CONSOLIDATED FINANCIAL
STATEMENTS.........................................................................................................................................................................................................................................
|
56
|
FINANCIAL
STATEMENTS
|
|
Consolidated Balance
Sheets.........................................................................................................................................................................................................
|
57
|
Consolidated Statements of
Income..............................................................................................................................................................................................
|
58
|
Consolidated Statements of Changes in Stockholders'
Equity.................................................................................................................................................
|
60
|
Consolidated Statements of Cash
Flows......................................................................................................................................................................................
|
62
|
Notes to Consolidated Financial
Statements...............................................................................................................................................................................
|
64
|
/s/ Mitchell Feiger
|
/s/ Jill E. York
|
||
Mitchell
Feiger
|
Jill
E. York
|
||
President
and
|
Vice
President and
|
||
Chief
Executive Officer
|
Chief
Financial Officer
|
MB
FINANCIAL, INC. & SUBSIDIARIES
|
||||
December
31, 2008 and 2007
|
||||
(Amounts
in thousands, except share and per share data)
|
||||
2008
|
2007
|
|||
ASSETS
|
||||
Cash
and due from banks
|
$
79,824
|
$
141,248
|
||
Interest
bearing deposits with banks
|
261,834
|
9,093
|
||
Total
cash and cash equivalents
|
341,658
|
150,341
|
||
Investment
securities:
|
||||
Securities
available for sale, at fair value
|
1,336,130
|
1,177,714
|
||
Non-marketable
securities - FHLB and FRB Stock
|
64,246
|
63,671
|
||
Total
investment securities
|
1,400,376
|
1,241,385
|
||
Loans
(net of allowance for loan losses of $144,001 at December 31, 2008
and
|
||||
$65,103
at December 31, 2007)
|
6,084,562
|
5,550,524
|
||
Lease
investments, net
|
125,034
|
97,321
|
||
Premises
and equipment, net
|
186,474
|
183,722
|
||
Cash
surrender value of life insurance
|
119,526
|
116,690
|
||
Goodwill,
net
|
387,069
|
379,047
|
||
Other
intangibles, net
|
25,776
|
25,352
|
||
Other
assets
|
149,288
|
90,321
|
||
Total
assets
|
$8,819,763
|
$7,834,703
|
||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||
Liabilities
|
||||
Deposits:
|
||||
Noninterest
bearing
|
$
960,117
|
$
875,491
|
||
Interest
bearing
|
5,535,454
|
4,638,292
|
||
Total
deposits
|
6,495,571
|
5,513,783
|
||
Short-term
borrowings
|
488,619
|
977,721
|
||
Long-term
borrowings
|
471,466
|
208,865
|
||
Junior
subordinated notes issued to capital trusts
|
158,824
|
159,016
|
||
Accrued
expenses and other liabilities
|
136,459
|
112,949
|
||
Total
liabilities
|
7,750,939
|
6,972,334
|
||
Minority
interest
|
2,629
|
-
|
||
Stockholders'
Equity:
|
||||
Preferred
stock, ($0.01 par value, authorized 1,000,000 shares at December 31, 2008;
series A, 5% cumulative
|
193,025
|
-
|
||
perpetual,
196,000 shares issued and outstanding at December 31, 2008, $1,000.00
liquidation value)
|
||||
Common
stock, ($0.01 par value; authorized 50,000,000 shares at December 31, 2008
and 43,000,000 at
|
||||
December
31, 2007; issued 37,542,968 shares at December 31, 2008 and 37,401,023 at
December 31, 2007)
|
375
|
374
|
||
Additional
paid-in capital
|
445,692
|
441,201
|
||
Retained
earnings
|
495,505
|
505,260
|
||
Accumulated
other comprehensive income
|
16,910
|
7,597
|
||
Less: 2,612,143
and 2,785,573 shares of treasury stock, at cost, at December
31,
|
||||
2008
and December 31, 2007, respectively
|
(85,312)
|
(92,063)
|
||
Total
stockholders' equity
|
1,066,195
|
862,369
|
||
Total
liabilities and stockholders' equity
|
$8,819,763
|
$7,834,703
|
MB
FINANCIAL, INC. & SUBSIDIARIES
|
||||||
Years
Ended December 31, 2008, 2007 and 2006
|
||||||
(Amounts
in thousands, except share and per share data)
|
||||||
2008
|
2007
|
2006
|
||||
Interest
income:
|
||||||
Loans
|
$357,075
|
$393,016
|
$310,194
|
|||
Investment
securities available for sale:
|
||||||
Taxable
|
40,468
|
49,675
|
51,836
|
|||
Nontaxable
|
15,502
|
13,862
|
11,255
|
|||
Federal
funds sold
|
276
|
449
|
774
|
|||
Other
interest bearing accounts
|
467
|
264
|
312
|
|||
Total
interest income
|
413,788
|
457,266
|
374,371
|
|||
Interest
expense:
|
||||||
Deposits
|
151,370
|
185,649
|
141,108
|
|||
Short-term
borrowings
|
17,590
|
37,354
|
27,944
|
|||
Long-term
borrowings and junior subordinated notes
|
23,940
|
21,957
|
17,140
|
|||
Total
interest expense
|
192,900
|
244,960
|
186,192
|
|||
Net
interest income
|
220,888
|
212,306
|
188,179
|
|||
Provision
for loan losses
|
125,721
|
19,313
|
10,100
|
|||
Net
interest income after provision for loan losses
|
95,167
|
192,993
|
178,079
|
|||
Other
income:
|
||||||
Loan
service fees
|
9,180
|
6,258
|
5,400
|
|||
Deposit
service fees
|
28,228
|
23,918
|
19,445
|
|||
Lease
financing, net
|
16,973
|
15,847
|
13,369
|
|||
Brokerage
fees
|
4,317
|
9,581
|
9,318
|
|||
Asset
management and trust fees
|
11,869
|
10,447
|
6,916
|
|||
Net
gain (loss) on sale of securities available for sale
|
1,130
|
(3,744)
|
(445)
|
|||
Increase
in cash surrender value of life insurance
|
5,299
|
5,003
|
3,964
|
|||
Net
(loss) gain on sale of assets
|
(1,104)
|
10,097
|
860
|
|||
Merchant
card processing
|
18,041
|
16,347
|
6,848
|
|||
Other
operating income
|
4,533
|
6,150
|
5,646
|
|||
98,466
|
99,904
|
71,321
|
||||
Other
expenses:
|
||||||
Salaries
and employee benefits
|
109,568
|
111,438
|
88,907
|
|||
Occupancy
and equipment expense
|
28,922
|
28,915
|
24,462
|
|||
Computer
services expense
|
7,392
|
6,699
|
6,281
|
|||
Advertising
and marketing expense
|
5,092
|
4,861
|
4,597
|
|||
Professional
and legal expense
|
3,110
|
4,543
|
2,027
|
|||
Brokerage
fee expense
|
1,929
|
4,802
|
4,986
|
|||
Telecommunication
expense
|
2,825
|
2,808
|
2,617
|
|||
Other
intangibles amortization expense
|
3,554
|
3,504
|
1,971
|
|||
Merchant
card processing
|
16,582
|
14,815
|
6,210
|
|||
Charitable
contributions
|
30
|
4,686
|
695
|
|||
Other
operating expenses
|
21,783
|
19,765
|
16,322
|
|||
200,787
|
206,836
|
159,075
|
||||
Income
(loss) before income taxes and discontinued operations
|
(7,154)
|
86,061
|
90,325
|
|||
Income
taxes
|
(23,318)
|
24,036
|
27,269
|
|||
Income
from continuing operations
|
16,164
|
62,025
|
63,056
|
|||
Discontinued
operations
|
||||||
Income
from discontinued operations before income taxes
|
-
|
50,475
|
6,213
|
|||
Income
taxes
|
-
|
18,637
|
2,155
|
|||
Income
from discontinued operations
|
-
|
31,838
|
4,058
|
|||
Net
income
|
$
16,164
|
$
93,863
|
$
67,114
|
|||
Dividends
on preferred shares
|
789
|
-
|
-
|
|||
Net
income available to common shareholders
|
$
15,375
|
$
93,863
|
$
67,114
|
MB
FINANCIAL, INC. & SUBSIDIARIES
|
||||||
CONSOLIDATED
STATEMENTS OF INCOME
|
||||||
Years
Ended December 31, 2008, 2007 and 2006
|
||||||
(Amounts
in thousands, except share and per share data)
|
||||||
Common
share data:
|
||||||
2008
|
2007
|
2006
|
||||
Basic
earnings per common share from continuing operations
|
$
0.44
|
$ 1.73
|
$
2.02
|
|||
Basic
earnings per common share from discontinued operations
|
$
-
|
$
0.88
|
$
0.13
|
|||
Basic
earnings per common share
|
$
0.44
|
$
2.61
|
$
2.15
|
|||
Diluted
earnings per common share from continuing operations
|
$ 0.44
|
$
1.70
|
$
1.99
|
|||
Diluted
earnings per common share from discontinued operations
|
$
-
|
$
0.88
|
$
0.13
|
|||
Diluted
earnings per common share
|
$
0.44
|
$
2.58
|
$
2.12
|
|||
Weighted
average common shares outstanding
|
34,706,092
|
35,919,900
|
31,156,887
|
|||
Diluted
weighted average common shares outstanding
|
35,061,712
|
36,439,561
|
31,687,220
|
MB
FINANCIAL, INC. & SUBSIDIARIES
|
||||||||
Years
Ended December 31, 2008, 2007 and 2006
|
||||||||
(Amounts
in thousands, except share and per share data)
|
||||||||
Accumulated
|
||||||||
Other
|
||||||||
Additional
|
Comprehensive
|
Total
Stock-
|
||||||
Comprehensive
|
Preferred
|
Common
|
Paid-in
|
Retained
|
Income
(Loss),
|
Treasury
|
holders'
|
|
Income
|
Stock
|
Stock
|
Capital
|
Earnings
|
Net
of Tax
|
Stock
|
Equity
|
|
Balance
at January 1, 2006
|
$
-
|
$289
|
$141,745
|
$390,407
|
$(9,453)
|
$(16,002)
|
$
506,986
|
|
Net
income
|
$
67,114
|
67,114
|
67,114
|
|||||
Unrealized
holding gains on investment securities,
|
||||||||
net
of tax expense of $841
|
1,562
|
|||||||
Reclassification
adjustments for losses included in
|
||||||||
net
income, net of tax benefit of ($156)
|
289
|
|||||||
Other
comprehensive income, net of tax
|
1,851
|
1,851
|
1,851
|
|||||
Comprehensive
income
|
$
68,965
|
|||||||
Issuance
of 8,374,308 shares of common stock in
|
84
|
296,812
|
296,896
|
|||||
business
combination
|
||||||||
Issuance
of 45,217 shares of restricted stock, net of
|
||||||||
forfeitures
and amortization
|
1,447
|
1,447
|
||||||
Purchase
of 390,000 shares of treasury stock
|
(13,833)
|
(13,833)
|
||||||
Reissuance
of 161 shares of treasury stock for
|
||||||||
employee
stock awards
|
(1)
|
6
|
5
|
|||||
Paid-in
capital – stock options
|
1,643
|
1,643
|
||||||
Stock
options exercised - Reissuance of 185,582
|
||||||||
shares
of treasury stock
|
(3,307)
|
7,434
|
4,127
|
|||||
Excess
tax benefits from stock-based payment
|
884
|
884
|
||||||
arrangements
|
||||||||
Preferred
dividends declared
|
-
|
|||||||
Cash
dividends declared ($0.66 per share)
|
(20,168)
|
(20,168)
|
||||||
Purchase
of 8,402 shares held in trust for
|
||||||||
deferred
compensation plan
|
279
|
(279)
|
-
|
|||||
Balance
at December 31, 2006
|
$
-
|
$373
|
$439,502
|
$437,353
|
$(7,602)
|
$(22,674)
|
$
846,952
|
|
Net
income
|
$
93,863
|
93,863
|
93,863
|
|||||
Unrealized
holding gains on investment securities,
|
||||||||
net
of tax expense of $6,715
|
12,470
|
|||||||
Reclassification
adjustments for losses included in
|
||||||||
net
income, net of tax benefit of ($1,469)
|
2,729
|
|||||||
Other
comprehensive income, net of tax
|
15,199
|
15,199
|
15,199
|
|||||
Comprehensive
income
|
$109,062
|
|||||||
Issuance
of 68,695 shares of restricted stock, net of
|
||||||||
forfeitures
and amortization
|
1
|
2,112
|
2,113
|
|||||
Purchase
of 2,333,270 shares of treasury stock
|
(77,524)
|
(77,524)
|
||||||
Reissuance
of 2,250 shares of treasury stock for
|
||||||||
employee
stock awards
|
(70)
|
80
|
10
|
|||||
Reissuance
of 40,428 shares of treasury stock for
|
||||||||
prior
Company Directors’ fees deferred
|
(819)
|
1,631
|
812
|
|||||
Paid-in
capital – stock options
|
2,127
|
2,127
|
||||||
Stock
options exercised - Reissuance of 173,415
|
||||||||
shares
of treasury stock
|
(2,709)
|
6,498
|
3,789
|
|||||
Excess
tax benefits from stock-based payment
|
||||||||
arrangements
|
984
|
984
|
||||||
Preferred
dividends declared
|
-
|
|||||||
Cash
dividends declared ($0.72 per share)
|
(25,956)
|
(25,956)
|
||||||
Purchase
of 2,276 shares held in trust for
|
||||||||
deferred
compensation plan
|
74
|
(74)
|
-
|
|||||
Balance
at December 31, 2007
|
$
-
|
$374
|
$441,201
|
$505,260
|
$
7,597
|
$(92,063)
|
$
862,369
|
MB
FINANCIAL, INC. & SUBSIDIARIES
|
||||||||
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
|
||||||||
Years
Ended December 31, 2008, 2007 and 2006
|
||||||||
(Amounts
in thousands, except share and per share data)
|
||||||||
Accumulated
|
||||||||
Other
|
||||||||
Additional
|
Comprehensive
|
Total
Stock-
|
||||||
Comprehensive
|
Preferred
|
Common
|
Paid-in
|
Retained
|
Income
(Loss),
|
Treasury
|
holders'
|
|
Income
|
Stock
|
Stock
|
Capital
|
Earnings
|
Net
of Tax
|
Stock
|
Equity
|
|
Balance
at January 1, 2008
|
$ -
|
$374
|
$441,201
|
$505,260
|
$
7,597
|
$(92,063)
|
$
862,369
|
|
Net
income
|
$
16,164
|
16,164
|
16,164
|
|||||
Unrealized
holding gains on investment securities,
|
||||||||
net
of tax expense of $5,410
|
10,048
|
|||||||
Reclassification
adjustments for gains included in
|
||||||||
net
income, net of tax expense of ($395)
|
(735)
|
|||||||
Other
comprehensive income, net of tax
|
9,313
|
9,313
|
9,313
|
|||||
Comprehensive
income
|
$
25,477
|
|||||||
Issuance
of 126,078 shares of restricted stock, net of
|
||||||||
forfeitures
and amortization
|
1
|
2,227
|
2,228
|
|||||
Purchase
of 51,274 shares of treasury stock
|
(1,349)
|
(1,349)
|
||||||
Reissuance
of 13,098 shares of treasury stock for
|
||||||||
employee
stock awards
|
(465)
|
465
|
-
|
|||||
Issuance
of 15,867 shares for employee stock awards
|
-
|
-
|
||||||
Paid-in
capital – stock options
|
651
|
651
|
||||||
Stock
options exercised - Reissuance of 230,877
|
||||||||
shares
of treasury stock
|
(3,590)
|
8,175
|
4,585
|
|||||
Excess
tax benefits from stock-based payment
|
||||||||
arrangements
|
2,032
|
2,032
|
||||||
Issuance
of preferred stock
|
192,944
|
192,944
|
||||||
Issuance
of stock warrant
|
3,056
|
3,056
|
||||||
Dividends
on preferred shares
|
81
|
(789)
|
(708)
|
|||||
Restricted
stock unit dividends
|
40
|
(40)
|
||||||
Cash
dividends declared ($0.72 per share)
|
(25,090)
|
(25,090)
|
||||||
Purchase
of 19,271 shares held in trust for
|
||||||||
deferred
compensation plan
|
540
|
(540)
|
-
|
|||||
Balance
at December 31, 2008
|
$193,025
|
$375
|
$445,692
|
$495,505
|
$16,910
|
$(85,312)
|
$1,066,195
|
MB
FINANCIAL, INC. & SUBSIDIARIES
|
||||||
Years
Ended December 31, 2008, 2007 and 2006
|
||||||
(Amounts
in Thousands)
|
||||||
2008
|
2007
|
2006
|
||||
Cash
Flows From Operating Activities
|
||||||
Net
income
|
$
16,164
|
$
93,863
|
$ 67,114
|
|||
Net
income from discontinued operations
|
-
|
(31,838)
|
(4,058)
|
|||
Adjustments
to reconcile net income to net cash provided by continuing
operating activities:
|
||||||
Depreciation
on premises and equipment
|
11,743
|
11,179
|
9,599
|
|||
Depreciation
on leased equipment
|
31,995
|
26,097
|
27,548
|
|||
Amortization
of restricted stock awards
|
2,228
|
2,113
|
1,447
|
|||
Compensation
expense for stock option grants
|
651
|
3,110
|
2,527
|
|||
(Gain)
loss on sales of premises and equipment and leased
equipment
|
382
|
(11,683)
|
(1,830)
|
|||
Amortization
of other intangibles
|
3,554
|
3,504
|
1,971
|
|||
Provision
for loan losses
|
125,721
|
19,313
|
10,100
|
|||
Deferred
income tax expense (benefit)
|
(22,574)
|
(683)
|
11,000
|
|||
Amortization
of premiums and discounts on investment securities, net
|
3,519
|
2,274
|
5,964
|
|||
Accretion
of premiums and discounts on loans, net
|
(2,732)
|
(3,272)
|
(2,097)
|
|||
Trading
securities transactions, net
|
-
|
-
|
903
|
|||
Net
(gain) loss on sale of investment securities
|
(1,130)
|
3,744
|
445
|
|||
Proceeds
from sale of loans held for sale
|
44,108
|
61,794
|
385,346
|
|||
Origination
of loans held for sale
|
(43,586)
|
(60,994)
|
(39,060)
|
|||
Net
gain on sale of loans held for sale
|
(522)
|
(800)
|
(954)
|
|||
Increase
in cash surrender value of life insurance
|
(2,836)
|
(2,556)
|
(3,964)
|
|||
Gain
on interest only securities pool termination
|
-
|
-
|
(718)
|
|||
(Increase)
decrease in other assets
|
(36,484)
|
9,460
|
(19,110)
|
|||
Increase
(decrease) in other liabilities, net
|
17,475
|
17,092
|
(7,218)
|
|||
Net
cash provided by continuing operating activities
|
147,676
|
141,717
|
444,955
|
|||
Cash
Flows From Investing Activities
|
||||||
Proceeds
from sales of investment securities available for sale
|
14,806
|
315,837
|
400,710
|
|||
Proceeds
from maturities and calls of investment securities available for
sale
|
351,420
|
409,777
|
266,420
|
|||
Purchase
of investment securities available for sale
|
(513,396)
|
(317,653)
|
(239,207)
|
|||
Net
increase in loans
|
(657,026)
|
(654,054)
|
(411,274)
|
|||
Purchases
of premises and equipment
|
(15,440)
|
(17,238)
|
(12,829)
|
|||
Purchases
of leased equipment
|
(61,050)
|
(47,397)
|
(45,952)
|
|||
Proceeds
from sales of premises and equipment
|
129
|
21,842
|
1,768
|
|||
Proceeds
from sales of leased equipment
|
3,164
|
6,597
|
5,302
|
|||
Principal
paid on lease investments
|
(1,099)
|
(774)
|
(721)
|
|||
Cash
proceeds received from sale of bank subsidiary
|
-
|
76,148
|
-
|
|||
Cash
paid, net of cash and cash equivalents in acquisitions
|
(9,333)
|
-
|
(58,979)
|
|||
Net
cash used in continuing investing activities
|
(887,825)
|
(206,915)
|
(94,762)
|
|||
Cash
Flows From Financing Activities
|
||||||
Net
increase (decrease) in deposits
|
981,788
|
(66,770)
|
(208,413)
|
|||
Net
(decrease) increase in short-term borrowings
|
(489,102)
|
210,117
|
(71,943)
|
|||
Proceeds
from long-term borrowings
|
285,384
|
51,530
|
65,045
|
|||
Principal
paid on long-term borrowings
|
(22,783)
|
(9,445)
|
(89,157)
|
|||
Proceeds
from junior subordinated notes issued to capital trusts
|
-
|
52,500
|
30,000
|
|||
Principal
paid on junior subordinated notes issued to capital trusts
|
-
|
(71,800)
|
-
|
|||
Issuance
of preferred stock
|
192,944
|
-
|
-
|
|||
Issuance
of common stock warrant
|
3,056
|
-
|
-
|
|||
Treasury
stock transactions, net
|
(1,348)
|
(76,703)
|
(14,107)
|
|||
Stock
options exercised
|
4,585
|
3,789
|
4,124
|
|||
Excess
tax benefits from share-based payment arrangements
|
2,032
|
984
|
884
|
|||
Dividends
paid on common stock
|
(25,090)
|
(25,956)
|
(20,168)
|
|||
Net
cash provided by (used in) continuing financing
activities
|
931,466
|
68,246
|
(303,735)
|
|||
Net
increase in cash and cash equivalents from continuing
operations
|
$
191,317
|
$
3,048
|
$
46,458
|
|||
Cash
Flows From Discontinued Operations
|
||||||
Net cash
provided by operating activities of discontinued
operations
|
-
|
5,817
|
5,548
|
|||
Net cash
used in investing activities of discontinued operations
|
-
|
(21,191)
|
(14,682)
|
|||
Net cash
provided by financing activities of discontinued
operations
|
-
|
2,617
|
17,942
|
|||
Net
cash provided by (used in) discontinued operations
|
-
|
(12,757)
|
8,808
|
|||
Net
increase/(decrease) in cash and cash equivalents
|
$
191,317
|
$ (9,709)
|
$ 55,266
|
|||
Cash
and cash equivalents:
|
||||||
Beginning
of year (1)
|
150,341
|
160,050
|
104,784
|
|||
End
of year (2)
|
$
341,658
|
$
150,341
|
$160,050
|
|||
(1)
Includes balances from discontinued operations
|
$
-
|
$
12,757
|
$
3,947
|
|||
(2)
Includes balances from discontinued operations
|
$
-
|
$
-
|
$
12,757
|
(continued)
|
MB
FINANCIAL, INC. & SUBSIDIARIES
|
||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS (continued)
|
||||||
Years
Ended December 31, 2008, 2007 and 2006
|
||||||
(Amounts
in Thousands)
|
||||||
2008
|
2007
|
2006
|
||||
Supplemental
Disclosures of Cash Flow Information:
|
||||||
Cash
payments for:
|
||||||
Interest
paid to depositors and other borrowed funds
|
$190,266
|
$249,292
|
$ 177,867
|
|||
Income
taxes paid, net of refunds
|
12,767
|
35,642
|
31,451
|
|||
Supplemental
Schedule of Noncash Investing Activities:
|
||||||
Loans
transferred to other real estate owned
|
$
6,327
|
$ 1,249
|
$
3,074
|
|||
Loans
transferred to repossessed vehicles
|
1,519
|
681
|
-
|
|||
Loans
securitized transferred to investment securities available for
sale
|
50,914
|
-
|
-
|
|||
Long-term
borrowings reclassified to short-term borrowings
|
-
|
79,100
|
-
|
|||
Supplemental
Schedule of Noncash Investing Activities:
|
||||||
Acquisitions
|
||||||
Noncash
assets acquired:
|
||||||
Investment
securities available for sale
|
$
-
|
$
-
|
$
744,292
|
|||
Trading
securities
|
-
|
-
|
898
|
|||
Loans
held for sale
|
-
|
-
|
1,471
|
|||
Loans,
net
|
-
|
-
|
1,075,277
|
|||
Loans
held for sale
|
-
|
-
|
343,361
|
|||
Premises
and equipment, net
|
72
|
-
|
48,703
|
|||
Goodwill,
net
|
8,022
|
-
|
253,783
|
|||
Other
intangibles, net
|
3,978
|
-
|
18,233
|
|||
Cash
surrender value of life insurance
|
-
|
-
|
26,507
|
|||
Other
assets
|
828
|
-
|
21,321
|
|||
Total
noncash assets acquired:
|
$
12,900
|
$
-
|
$2,533,846
|
|||
Liabilities
assumed:
|
||||||
Deposits
|
$
-
|
$
-
|
$1,882,754
|
|||
Short-term
borrowings
|
-
|
-
|
46,937
|
|||
Long-term
borrowings
|
-
|
-
|
212,414
|
|||
Junior
subordinated notes issued to capital trusts
|
-
|
-
|
24,775
|
|||
Accrued
expenses and other liabilities
|
1,067
|
-
|
12,559
|
|||
Total
liabilities assumed:
|
$ 1,067
|
$
-
|
$2,179,439
|
|||
Net
noncash assets acquired:
|
$
11,833
|
$
-
|
$
354,407
|
|||
Cash
and cash equivalents acquired
|
$
667
|
$
-
|
$ 16,585
|
|||
Minority
interest
|
$
2,500
|
$ -
|
$
-
|
|||
Stock
issuance in lieu of cash paid in acquisition
|
$
-
|
$
-
|
$
296,896
|
2008
|
2007
|
2006
|
||||
Basic:
|
||||||
Net
income from continuing operations
|
$16,164
|
$62,025
|
$63,056
|
|||
Net
income from discontinued operations
|
-
|
31,838
|
4,058
|
|||
Net
income
|
16,164
|
93,863
|
67,114
|
|||
Dividends
on preferred shares
|
789
|
-
|
-
|
|||
Net
income available to common shareholders
|
$15,375
|
$93,863
|
$67,114
|
|||
Average
shares outstanding
|
34,706,092
|
35,919,900
|
31,156,887
|
|||
Basic
earnings per common share from continuing operations
|
$
0.44
|
$
1.73
|
$
2.02
|
|||
Basic
earnings per common share from discontinued operations
|
$
-
|
$
0.88
|
$
0.13
|
|||
Basic
earnings per common share
|
$ 0.44
|
$
2.61
|
$
2.15
|
|||
Diluted:
|
||||||
Net
income from continuing operations
|
$16,164
|
$62,025
|
$63,056
|
|||
Net
income from discontinued operations
|
-
|
31,838
|
4,058
|
|||
Net
Income
|
$16,164
|
$93,863
|
$67,114
|
|||
Dividends
on preferred shares
|
789
|
-
|
-
|
|||
Net
income available to common shareholders
|
$15,375
|
$93,863
|
$67,114
|
|||
Average
shares outstanding
|
34,706,092
|
35,919,900
|
31,156,887
|
|||
Net
effect of dilutive equity-based incentive awards(1) (2)
|
355,620
|
519,661
|
530,333
|
|||
Total
|
35,061,712
|
36,439,561
|
31,687,220
|
|||
Diluted
earnings per common share from continuing operations
|
$ 0.44
|
$
1.70
|
$
1.99
|
|||
Diluted
earnings per common share from discontinued operations
|
$
-
|
$
0.88
|
$
0.13
|
|||
Diluted
earnings per common share
|
$
0.44
|
$
2.58
|
$
2.12
|
(1)
|
Includes
the common stock equivalents for stock options and restricted share rights
(restricted stock, restricted stock units and director stock units) that
are dilutive.
|
(2)
|
Options
and warrants for which the exercise price of the option or warrant is
greater than the average market price of the Company’s common stock are
antidilutive and, therefore, not included in the computation of diluted
earnings per share. Antidilutive shares excluded from diluted earnings per
share totaled 1,981,794 shares for 2008, 1,155,394 shares for 2007, and
715,768 shares for 2006.
|
·
|
Disclosure
of the objectives for using derivative instruments be disclosed in terms
of underlying risk and accounting
designation;
|
·
|
Disclosure
of the fair values of derivative instruments and their gains and losses in
a tabular
format;
|
·
|
Disclosure
of information about credit-risk-related contingent features;
and
|
·
|
Cross-reference
from the derivative footnote to other footnotes in which
derivative-related information is
disclosed.
|
·
|
acquisition
costs will be generally expensed as
incurred;
|
·
|
noncontrolling
interests (formerly known as "minority interests") will be valued at fair
value at the acquisition date;
|
·
|
acquired
contingent liabilities will be recorded at fair value at the acquisition
date and subsequently measured at either the higher of such amount or the
amount determined under existing guidance for non-acquired
contingencies;
|
·
|
the
acquirer shall not recognize a separate valuation allowance as of the
acquisition date for assets acquired in a business that are measured at
their acquisition-date fair value;
|
·
|
restructuring
costs associated with a business combination will be generally expensed
subsequent to the acquisition date;
and
|
·
|
changes
in deferred tax asset valuation allowances and income tax uncertainties
after the acquisition date generally will affect income tax
expense.
|
Year
Ended
|
|
December
31,
|
|
2006
|
|
Net
interest income after provision for loan losses
|
$
208,326
|
Noninterest
income
|
88,663
|
Noninterest
expense
|
198,126
|
Income
before income taxes
|
98,863
|
Income
taxes
|
29,674
|
Net
income from continuing operations
|
$
69,189
|
Discontinued
operations
|
|
Income
from discontinued operations before income taxes
|
6,213
|
Income
taxes
|
2,155
|
Income
from discontinued operations
|
4,058
|
Net income available to common
shareholders
|
$
73,247
|
Common
share data:
|
|
Basic
earnings per common share from continuing operations
|
$
1.89
|
Basic
earnings per common share from discontinued operations
|
$
0.11
|
Basic
earnings per common share
|
$
2.00
|
Diluted
earnings per common share from continuing operations
|
$
1.86
|
Diluted
earnings per common share from discontinued operations
|
$
0.11
|
Diluted
earnings per common share
|
$
1.97
|
Average
common shares issued and outstanding
|
36,583,597
|
Average
diluted common shares outstanding
|
37,093,116
|
Years
Ended December 31,
|
||
2007
(1)
|
2006
|
|
Interest
income
|
$21,946
|
$24,189
|
Interest
expense
|
10,216
|
10,957
|
Net
interest income
|
11,730
|
13,232
|
Provision
for loan losses
|
1,185
|
-
|
Net
interest income after provision for loans losses
|
10,545
|
13,232
|
Other
income
|
999
|
1,585
|
Other
expenses
|
7,554
|
8,604
|
Income
before income taxes
|
3,990
|
6,213
|
Applicable
income taxes
|
998
|
2,155
|
Operating
income from discontinued operations
|
2,992
|
4,058
|
Gain
on sale of discontinued operations, net of tax
|
28,846
|
-
|
$31,838
|
$
4,058
|
(1)
|
Represents
results of operations through the date of sale, November 28,
2007.
|
Gross
|
Gross
|
|||||||
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
|||||
Available
for sale
|
Cost
|
Gains
|
Losses
|
Value
|
||||
December
31, 2008:
|
||||||||
Government
sponsored agencies
|
$
171,385
|
$
7,988
|
$
-
|
$
179,373
|
||||
States
and political subdivisions
|
417,608
|
12,585
|
(2,194)
|
427,999
|
||||
Mortgage-backed
securities
|
682,679
|
8,597
|
(991)
|
690,285
|
||||
Corporate
bonds
|
34,546
|
34
|
(15)
|
34,565
|
||||
Equity
securities
|
3,595
|
11
|
-
|
3,606
|
||||
Debt
securities issued by foreign governments
|
301
|
1
|
-
|
302
|
||||
Totals
|
$1,310,114
|
$29,216
|
$(3,200)
|
$1,336,130
|
||||
December
31, 2007:
|
||||||||
Government
sponsored agencies
|
$
305,768
|
$
4,810
|
$
(40)
|
$
310,538
|
||||
States
and political subdivisions
|
407,973
|
4,961
|
(632)
|
412,302
|
||||
Mortgage-backed
securities
|
435,743
|
3,346
|
(1,033)
|
438,056
|
||||
Corporate
bonds
|
12,797
|
271
|
(11)
|
13,057
|
||||
Equity
securities
|
3,446
|
14
|
-
|
3,460
|
||||
Debt
securities issued by foreign governments
|
299
|
2
|
-
|
301
|
||||
Totals
|
$1,166,026
|
$13,404
|
$(1,716)
|
$1,177,714
|
Less
Than 12 Months
|
12
Months or More
|
Total
|
||||||||||
Fair
|
Unrealized
|
Fair
|
Unrealized
|
Fair
|
Unrealized
|
|||||||
Value
|
Losses
|
Value
|
Losses
|
Value
|
Losses
|
|||||||
States
and political subdivisions
|
$
57,096
|
$(1,970)
|
$4,179
|
$(224)
|
$ 61,275
|
$(2,194)
|
||||||
Mortgage-backed
securities
|
141,786
|
(958)
|
5,276
|
(33)
|
147,062
|
(991)
|
||||||
Corporate
bonds
|
15,045
|
(15)
|
-
|
-
|
15,045
|
(15)
|
||||||
Totals
|
$213,927
|
$(2,943)
|
$9,455
|
$(257)
|
$223,382
|
$(3,200)
|
||||||
Less
Than 12 Months
|
12
Months or More
|
Total
|
||||||||||
Fair
|
Unrealized
|
Fair
|
Unrealized
|
Fair
|
Unrealized
|
|||||||
Value
|
Losses
|
Value
|
Losses
|
Value
|
Losses
|
|||||||
Government
sponsored agencies
|
$ -
|
$ -
|
$
24,999
|
$ (40)
|
$ 24,999
|
$ (40)
|
||||||
States
and political subdivisions
|
34,485
|
(373)
|
35,362
|
(259)
|
69,847
|
(632)
|
||||||
Mortgage-backed
securities
|
52,934
|
(64)
|
136,338
|
(969)
|
189,272
|
(1,033)
|
||||||
Corporate
bonds
|
-
|
-
|
4,124
|
(11)
|
4,124
|
(11)
|
||||||
Totals
|
$87,419
|
$(437)
|
$200,823
|
$(1,279)
|
$288,242
|
$(1,716)
|
||||||
For
the Years Ended December 31,
|
||||||
2008
|
2007
|
2006
|
||||
Realized
gains
|
$1,420
|
$
962
|
$
268
|
|||
Realized
losses
|
(290)
|
(4,706)
|
(713)
|
|||
Net
gains (losses)
|
$1,130
|
$(3,744)
|
$(445)
|
Amortized
|
Fair
|
|||
(In
thousands)
|
Cost
|
Value
|
||
Due
in one year or less
|
$
56,235
|
$
56,823
|
||
Due
after one year through five years
|
221,616
|
229,291
|
||
Due
after five years through ten years
|
272,514
|
283,489
|
||
Due
after ten years
|
73,475
|
72,636
|
||
Equity
securities
|
3,595
|
3,606
|
||
Mortgage-backed
securities
|
682,679
|
690,285
|
||
Totals
|
$1,310,114
|
$1,336,130
|
December
31,
|
||||
2008
|
2007
|
|||
Commercial
loans
|
$1,522,380
|
$1,323,455
|
||
Commercial
loans collateralized by assignment of lease payments
|
649,918
|
553,138
|
||
Commercial
real estate
|
2,353,261
|
1,974,370
|
||
Residential
real estate
|
295,336
|
354,874
|
||
Construction
real estate
|
757,900
|
845,158
|
||
Indirect
vehicle
|
189,227
|
146,311
|
||
Home
equity
|
401,029
|
365,589
|
||
Consumer
loans
|
59,512
|
52,732
|
||
Gross
loans (1)
|
6,228,563
|
5,615,627
|
||
Allowance
for loan losses
|
(144,001)
|
(65,103)
|
||
Loans,
net
|
$6,084,562
|
$5,550,524
|
(1)
|
Gross
loan balances at December 31, 2008 and 2007 are net of unearned income,
including net deferred loan fees of $4.5 million, and $3.7 million
respectively.
|
December
31,
|
||||||
2008
|
2007
|
2006
|
||||
Loans
for which there were related allowance for loan losses
|
$143,423
|
$18,398
|
$12,454
|
|||
Other
impaired loans
|
-
|
564
|
-
|
|||
Total
impaired loans
|
$143,423
|
$18,962
|
$12,454
|
|||
Average
monthly balance of impaired loans
|
$
76,942
|
$16,208
|
$13,260
|
|||
Related
allowance for loan losses
|
52,112
|
5,960
|
4,343
|
|||
Interest
income recognized on a cash basis
|
74
|
429
|
567
|
Year
Ended December 31,
|
|||||||
2008
|
2007
|
2006
|
|||||
Balance,
beginning of year
|
$
65,103
|
$58,983
|
$42,290
|
||||
Additions
from acquisitions
|
-
|
-
|
16,425
|
||||
Provision
for loan losses
|
125,721
|
19,313
|
10,100
|
||||
Charge-offs
|
(49,825)
|
(16,306)
|
(13,800)
|
||||
Recoveries
|
3,002
|
3,113
|
3,968
|
||||
Net
charge-offs
|
(46,823)
|
(13,193)
|
(9,832)
|
||||
Balance,
end of year
|
$144,001
|
$65,103
|
$58,983
|
Balance,
beginning of year
|
$18,641
|
|
Additions
|
43
|
|
Principal
payments and other reductions
|
(8,070)
|
|
Balance,
end of year
|
$10,614
|
December
31,
|
|||||
2008
|
2007
|
||||
Direct
finance leases:
|
|||||
Minimum
lease payments
|
$
61,239
|
$
52,150
|
|||
Estimated
unguaranteed residual values
|
7,093
|
6,029
|
|||
Less:
unearned income
|
(7,484)
|
(6,675)
|
|||
Direct
finance leases (1)
|
$
60,848
|
$
51,504
|
|||
Leveraged
leases:
|
|||||
Minimum
lease payments
|
$
30,150
|
$
34,172
|
|||
Estimated
unguaranteed residual values
|
4,914
|
4,830
|
|||
Less:
unearned income
|
(2,804)
|
(3,547)
|
|||
Less:
related non-recourse debt
|
(28,437)
|
(31,755)
|
|||
Leveraged
leases (1)
|
$
3,823
|
$
3,700
|
|||
Operating
leases:
|
|||||
Equipment,
at cost
|
$196,068
|
$151,663
|
|||
Less
accumulated depreciation
|
(71,034)
|
(54,342)
|
|||
Lease
investments, net
|
$125,034
|
$
97,321
|
(1)
|
Direct
finance and leveraged leases are included as commercial loans
collateralized by assignment of lease payments for financial statement
purposes.
|
Direct
|
||||||||
Finance
|
Leveraged
|
Operating
|
||||||
Year
|
Leases
|
Leases
|
Leases
|
Total
|
||||
2009
|
$27,675
|
$17,014
|
$38,440
|
$ 83,129
|
||||
2010
|
19,150
|
10,456
|
27,964
|
57,570
|
||||
2011
|
8,562
|
2,098
|
14,742
|
25,402
|
||||
2012
|
3,593
|
395
|
6,049
|
10,037
|
||||
2013
|
1,910
|
187
|
1,692
|
3,789
|
||||
2014
& Thereafter
|
349
|
-
|
745
|
1,094
|
||||
$61,239
|
$30,150
|
$89,632
|
$181,021
|
Years
Ended December 31,
|
||||||
2008
|
2007
|
2006
|
||||
Rental
income on operating leases
|
$44,210
|
$35,160
|
$35,840
|
|||
LaSalle
Business Solutions revenue
|
32,302
|
46,813
|
27,117
|
|||
Gain
on sale of leased equipment
|
1,921
|
4,149
|
3,991
|
|||
Income
on lease investments, gross
|
78,433
|
86,122
|
66,948
|
|||
Less:
|
||||||
Write
down of residual value of equipment
|
(512)
|
(1,617)
|
(1,259)
|
|||
LaSalle
Business Solutions cost of sales
|
(28,953)
|
(42,561)
|
(24,772)
|
|||
Depreciation
on operating leases
|
(31,995)
|
(26,097)
|
(27,548)
|
|||
Income
from lease investments, net
|
$16,973
|
$15,847
|
$13,369
|
Residual
Values
|
||||||||
End
of initial lease term
|
Direct
|
|||||||
Finance
|
Leveraged
|
Operating
|
||||||
December
31,
|
Leases
|
Leases
|
Leases
|
Total
|
||||
2009
|
$1,634
|
$
735
|
$
6,797
|
$
9,166
|
||||
2010
|
1,712
|
2,571
|
6,733
|
11,016
|
||||
2011
|
2,519
|
1,340
|
10,600
|
14,459
|
||||
2012
|
489
|
130
|
4,703
|
5,322
|
||||
2013
|
354
|
138
|
3,086
|
3,578
|
||||
2014
& Thereafter
|
385
|
-
|
2,462
|
2,847
|
||||
$7,093
|
$4,914
|
$34,381
|
$46,388
|
December
31,
|
||||
2008
|
2007
|
|||
Land
and land improvements
|
$
55,941
|
$
55,941
|
||
Buildings
|
80,582
|
82,590
|
||
Furniture
and equipment
|
62,019
|
58,816
|
||
Buildings
and leasehold improvements
|
46,055
|
36,709
|
||
244,597
|
234,056
|
|||
Accumulated
depreciation
|
(58,123)
|
(50,334)
|
||
Premises
and equipment, net
|
$186,474
|
$183,722
|
December
31,
|
|||
2008
|
2007
|
||
Balance
at beginning of period
|
$379,047
|
$379,047
|
|
Goodwill
from business combinations (1)
|
$8,022
|
-
|
|
Balance
at end of period
|
$387,069
|
$379,047
|
(1)
|
See
Note 2 for additional
information.
|
December
31,
|
||
2008
|
2007
|
|
Balance
at beginning of period
|
$25,352
|
$28,856
|
Amortization
expense
|
(3,554)
|
(3,504)
|
Other
intangibles from business combinations (1)
|
3,978
|
-
|
Balance
at end of period
|
$25,776
|
$25,352
|
Gross
carrying amount
|
$51,472
|
$47,494
|
Accumulated
amortization
|
(25,696)
|
(22,142)
|
Net
book value
|
$25,776
|
$25,352
|
(1)
|
See
Note 2 for additional
information.
|
Year
ending December 31,
|
Amount
|
|
2009
|
$
3,503
|
|
2010
|
3,292
|
|
2011
|
2,962
|
|
2012
|
2,753
|
|
2013
|
2,605
|
|
Thereafter
|
10,661
|
|
$25,776
|
December
31,
|
||||
2008
|
2007
|
|||
Demand
deposits, noninterest bearing
|
$
960,117
|
$
875,491
|
||
NOW
and money market accounts
|
1,465,436
|
1,263,021
|
||
Savings
deposits
|
367,684
|
390,980
|
||
Time
certificates, $100,000 or more
|
2,091,067
|
1,686,593
|
||
Other
time certificates
|
1,611,267
|
1,297,698
|
||
Total
|
$6,495,571
|
$5,513,783
|
2009
|
$2,806,727
|
|
2010
|
588,215
|
|
2011
|
121,364
|
|
2012
|
39,616
|
|
2013
|
64,534
|
|
Thereafter
|
81,878
|
|
$3,702,334
|
December
31,
|
||||
2008
|
2007
|
|||
Weighted
Average
|
Amount
|
Weighted
Average
|
Amount
|
|
Cost
|
Cost
|
|||
Federal
funds purchased
|
0.68%
|
$
5,000
|
3.86%
|
$170,000
|
Federal
Reserve term auction funds
|
0.42%
|
100,000
|
-
|
-
|
Customer
repurchase agreements
|
0.48%
|
282,832
|
3.02%
|
367,702
|
Federal
Home Loan Bank advances
|
2.46%
|
100,787
|
5.05%
|
440,019
|
0.88%
|
$488,619
|
4.08%
|
$977,721
|
|
Amount
|
|
Year
ending December 31,
|
|
2009
|
$
45,060
|
2010
|
145,756
|
2011
|
43,247
|
2012
|
34,755
|
2013
|
9,565
|
Thereafter
|
193,083
|
$471,466
|
Coal City
|
MB
Financial
|
MB
Financial (3)
|
MB
Financial (4)
|
|
Capital
Trust I
|
Capital
Trust II
|
Capital
Trust III
|
Capital
Trust IV
|
|
Junior
Subordinated Notes:
|
||||
Principal
balance
|
$25,774
|
$36,083
|
$10,310
|
$20,619
|
Annual
interest rate
|
3-mo
LIBOR + 1.80%
|
3-mo
LIBOR + 1.40%
|
3-mo
LIBOR + 1.50%
|
3-mo
LIBOR + 1.52%
|
Stated
maturity date
|
September
1, 2028
|
September
15, 2035
|
September
23, 2036
|
September
15, 2036
|
Call
date
|
September
1, 2008
|
September
15, 2010
|
September
23, 2011
|
September
15, 2011
|
Trust
Preferred Securities:
|
||||
Face
value
|
$25,000
|
$35,000
|
$10,000
|
$20,000
|
Annual
distribution rate
|
3-mo
LIBOR + 1.80%
|
3-mo
LIBOR + 1.40%
|
3-mo
LIBOR + 1.50%
|
3-mo
LIBOR + 1.52%
|
Issuance
date
|
July
1998
|
August
2005
|
July
2006
|
August
2006
|
Distribution
dates (1)
|
Quarterly
|
Quarterly
|
Quarterly
|
Quarterly
|
MB
Financial (4)
|
MB
Financial
|
FOBB
(2) (3)
|
FOBB
(2)
|
|
Capital
Trust V
|
Capital
Trust VI
|
Capital
Trust I
|
Capital
Trust III
|
|
Junior
Subordinated Notes:
|
||||
Principal
balance
|
$30,928
|
$23,196
|
$6,186
|
$5,155
|
Annual
interest rate
|
3-mo
LIBOR + 1.30%
|
3-mo
LIBOR + 1.30%
|
10.60%
|
3-mo
LIBOR + 2.80%
|
Stated
maturity date
|
December
15, 2037
|
October
30, 2037
|
September
7, 2030
|
January
23, 2034
|
Call
date
|
March
15, 2008
|
October
30, 2012
|
September
7, 2010
|
January
23, 2009
|
Trust
Preferred Securities:
|
||||
Face
value
|
$30,000
|
$22,500
|
$6,000
|
$5,000
|
Annual
distribution rate
|
3-mo
LIBOR + 1.30%
|
3-mo
LIBOR + 1.30%
|
10.60%
|
3-mo
LIBOR + 2.80%
|
Issuance
date
|
September
2007
|
October
2007
|
September
2000
|
December
2003
|
Distribution
dates (1)
|
Quarterly
|
Quarterly
|
Semi-annual
|
Quarterly
|
(1)
|
All
distributions are cumulative and paid in
cash.
|
(2)
|
Amount
does not include purchase accounting adjustments totaling a premium of
$572.5 thousand associated with FOBB Capital Trust I and
III.
|
(3)
|
Callable
at a premium through 2020.
|
(4)
|
Callable
at a premium through 2011.
|
Gross
|
Sublease
|
Net
|
||||||
Year
|
Rents
|
Rents
|
Rents
|
|||||
2009
|
$3,874
|
$692
|
$3,182
|
|||||
2010
|
3,125
|
717
|
2,408
|
|||||
2011
|
2,750
|
743
|
2,007
|
|||||
2012
|
2,450
|
747
|
1,703
|
|||||
2013
|
2,105
|
549
|
1,556
|
|||||
Thereafter
|
17,184
|
814
|
16,370
|
|||||
$31,488
|
$4,262
|
$27,226
|
December
31,
|
||||
2008
|
2007
|
|||
Deferred
tax assets:
|
||||
Allowance
for loan losses
|
$
56,160
|
$
22,786
|
||
Deferred
compensation
|
5,552
|
5,231
|
||
Merger
and non-compete accrual
|
544
|
796
|
||
Securities
|
449
|
1,939
|
||
Stock
options, restricted stock, director stock units, and restricted stock
units
|
7,827
|
6,065
|
||
Federal
net operating loss carryforwards
|
1,353
|
1,658
|
||
State
net operating loss carryforwards
|
17,551
|
10,100
|
||
Other
items
|
1,128
|
3,926
|
||
Total
deferred tax asset
|
90,564
|
52,501
|
||
Valuation
allowance
|
-
|
(10,100)
|
||
Total
deferred tax asset, net of valuation allowance
|
90,564
|
42,401
|
||
Deferred
tax liabilities:
|
||||
Securities
discount accretion
|
(603)
|
(1,110)
|
||
Loans
|
(5,486)
|
(562)
|
||
Lease
investments
|
(1,175)
|
(256)
|
||
Premises
and equipment
|
(42,118)
|
(22,175)
|
||
Core
deposit intangible
|
(8,935)
|
(8,873)
|
||
Federal
Home Loan Bank stock dividends
|
(4,014)
|
(3,602)
|
||
Other
items
|
(103)
|
(267)
|
||
Total
deferred tax liabilities
|
(62,434)
|
(36,845)
|
||
Net
deferred tax asset
|
28,130
|
5,556
|
||
Net
unrealized holding gain on securities available for sale
|
(9,106)
|
(4,091)
|
||
Net
deferred tax asset
|
$
19,024
|
$
1,465
|
Years
Ended December 31,
|
||||||
2008
|
2007
|
2006
|
||||
Current
expense (benefit):
|
||||||
Federal
|
$
(959)
|
$24,519
|
$16,119
|
|||
State
|
216
|
200
|
150
|
|||
(743)
|
24,719
|
16,269
|
||||
Deferred
expense (benefit)
|
(22,575)
|
(683)
|
11,000
|
|||
$(23,318)
|
$24,036
|
$27,269
|
Years
Ended December 31,
|
||||||
2008
|
2007
|
2006
|
||||
Federal
income tax (benefit) expense at expected statutory rate
|
$
(2,504)
|
$30,121
|
$31,614
|
|||
Increase
(decrease) due to:
|
||||||
Tax
exempt income, net
|
(5,521)
|
(4,355)
|
(3,313)
|
|||
Nonincludable
increase in cash surrender value of life insurance
|
(1,855)
|
(1,740)
|
(1,387)
|
|||
Removal
of valuation reserve on state net operating loss
carryforwards
|
(10,100)
|
-
|
-
|
|||
Adjustment
of tax contingency reserves
|
4,232
|
-
|
-
|
|||
State
tax, net of federal benefit
|
(7,003)
|
130
|
98
|
|||
Other
items, net
|
(567)
|
(120)
|
257
|
|||
Income
tax expense
|
$(23,318)
|
$24,036
|
$27,269
|
Unrecognized
Tax Benefit Without Interest
|
Interest
on unrecognized Tax Benefit
|
Total
Unrecognized Tax Benefit Including Interest
|
|
Balance
at January 1, 2008
|
$3,443
|
$339
|
$3,782
|
Increases
for tax positions of prior years
|
3,607
|
625
|
4,232
|
Balance
at December 31, 2008
|
$7,050
|
$964
|
$8,014
|
Contract
Amount
|
||
2008
|
2007
|
|
Commitments
to extend credit:
|
||
Home
equity lines
|
$
376,854
|
$
402,355
|
Other
commitments
|
1,261,276
|
1,444,713
|
Letters
of credit:
|
||
Standby
|
119,504
|
132,843
|
Commercial
|
55,269
|
56,136
|
To
Be Well
|
|||||||||
Capitalized
Under
|
|||||||||
For
Capital
|
Prompt
Corrective
|
||||||||
Actual
|
Adequacy
Purposes
|
Action
Provisions
|
|||||||
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
||||
As
of December 31, 2008
|
|||||||||
Total
capital (to risk-weighted assets):
|
|||||||||
Consolidated
|
$936,027
|
14.08%
|
$531,968
|
8.00%
|
N/A
|
N/A
|
|||
MB
Financial Bank
|
759,845
|
11.46%
|
530,595
|
8.00%
|
$663,243
|
10.00%
|
|||
Tier
1 capital (to risk-weighted assets):
|
|||||||||
Consolidated
|
802,384
|
12.07%
|
265,984
|
4.00%
|
N/A
|
N/A
|
|||
MB
Financial Bank
|
626,185
|
9.44%
|
265,297
|
4.00%
|
397,946
|
6.00%
|
|||
Tier
1 capital (to average assets):
|
|||||||||
Consolidated
|
802,384
|
9.85%
|
325,872
|
4.00%
|
N/A
|
N/A
|
|||
MB
Financial Bank
|
626,185
|
7.70%
|
325,300
|
4.00%
|
406,625
|
5.00%
|
|||
As
of December 31, 2007
|
|||||||||
Total
capital (to risk-weighted assets):
|
|||||||||
Consolidated
|
$730,123
|
11.58%
|
$498,893
|
8.00%
|
N/A
|
N/A
|
|||
MB
Financial Bank
|
703,676
|
11.20%
|
497,030
|
8.00%
|
$621,288
|
10.00%
|
|||
Tier
1 capital (to risk-weighted assets):
|
|||||||||
Consolidated
|
615,020
|
9.75%
|
249,446
|
4.00%
|
N/A
|
N/A
|
|||
MB
Financial Bank
|
588,573
|
9.37%
|
248,515
|
4.00%
|
372,773
|
6.00%
|
|||
Tier
1 capital (to average assets):
|
|||||||||
Consolidated
|
615,020
|
8.18%
|
300,744
|
4.00%
|
N/A
|
N/A
|
|||
MB
Financial Bank
|
588,573
|
8.09%
|
291,192
|
4.00%
|
363,990
|
5.00%
|
Fair
Value Measurements at December 31, 2008 Using
|
||||||
Total
|
Quoted
Prices in Active Markets for Identical Assets (Level 1)
|
Significant
Other Observable Inputs (Level 2)
|
Significant
Unobservable Inputs (Level 3)
|
|||
Financial
assets
|
||||||
Securities
available for sale
|
$ 1,336,130
|
$ -
|
$ 1,334,500
|
$ 1,630
|
||
Assets
held in trust for deferred compensation
|
5,383
|
5,383
|
-
|
-
|
||
Derivative
financial instruments
|
25,835
|
-
|
25,835
|
-
|
||
Financial
liabilities
|
||||||
Other
liabilities (1)
|
5,383
|
5,383
|
-
|
-
|
||
Derivative
financial instruments
|
24,169
|
-
|
24,169
|
-
|
||
(1)
Liabilities associated with assets held in trust for deferred
compensation.
|
Year Ended
|
||
(in
thousands)
|
December
31, 2008
|
|
Balance,
beginning of period
|
$ -
|
|
Transfer
into Level 3
|
1,911
|
|
Net
unrealized losses
|
-
|
|
Impairment
charge
|
(281)
|
|
$ 1,630
|
||
Fair
Value Measurements at December 31, 2008 Using
|
||||||
Total
|
Quoted
Prices in Active Markets for Identical Assets (Level 1)
|
Significant
Other Observable Inputs (Level 2)
|
Significant
Unobservable Inputs (Level 3)
|
|||
Financial
assets
|
||||||
Impaired
loans
|
$ 91,311
|
$ -
|
$ -
|
$ 91,311
|
December
31,
|
||||||||
2008
|
2007
|
|||||||
Carrying
|
Carrying
|
|||||||
Amount
|
Fair
Value
|
Amount
|
Fair
Value
|
|||||
Financial
Assets
|
||||||||
Cash
and due from banks
|
$
79,824
|
$
79,824
|
$
141,248
|
$
141,248
|
||||
Interest
bearing deposits with banks
|
261,834
|
261,880
|
9,093
|
9,093
|
||||
Investment
securities available for sale
|
1,336,130
|
1,336,130
|
1,241,385
|
1,241,385
|
||||
Non-marketable
securities - FHLB and FRB stock
|
64,246
|
64,246
|
63,671
|
63,671
|
||||
Loans,
net
|
6,084,562
|
6,185,940
|
5,550,524
|
5,590,934
|
||||
Accrued
interest receivable
|
34,096
|
34,096
|
35,671
|
35,671
|
||||
Interest
rate swap contracts
|
25,835
|
25,835
|
4,340
|
4,340
|
||||
Financial
Liabilities
|
||||||||
Non-interest
bearing deposits
|
$
960,117
|
$
960,117
|
$
875,491
|
$
875,491
|
||||
Interest
bearing deposits
|
5,535,454
|
5,561,809
|
4,638,292
|
4,645,436
|
||||
Short-term
borrowings
|
488,619
|
476,899
|
977,721
|
978,692
|
||||
Long-term
borrowings
|
471,466
|
484,454
|
208,865
|
213,089
|
||||
Junior
subordinated notes issued to capital trusts
|
158,824
|
94,936
|
159,016
|
153,065
|
||||
Accrued
interest payable
|
21,289
|
21,289
|
18,655
|
18,655
|
||||
Interest
rate swap contracts
|
24,169
|
24,169
|
5,699
|
5,699
|
||||
Off-balance-sheet
instruments:
|
||||||||
Loan
commitments and standby letters of credit
|
$
-
|
$
3,455
|
$
-
|
$
1,670
|
Year
Ended December 31,
|
||||||
2008
|
2007
|
2006
|
||||
Total
cost of share-based payment plans during the year
|
$4,911
|
$5,223
|
$3,974
|
|||
Amount
of related income tax benefit recognized in income
|
$1,663
|
$1,773
|
$1,391
|
Weighted
|
Remaining
|
Aggregate
|
||||||
Average
|
Contractual
|
Intrinsic
|
||||||
Number
of
|
Exercise
|
Term
|
Value
|
|||||
Options
|
Price
|
(In
Years)
|
(in
thousands)
|
|||||
Options
outstanding as of January 1, 2008
|
2,625,051
|
$29.59
|
||||||
Granted
|
938,073
|
25.65
|
||||||
Exercised
|
(230,877)
|
14.19
|
||||||
Expired
or cancelled
|
(35,762)
|
29.40
|
||||||
Forfeited
|
(55,207)
|
35.80
|
||||||
Options
outstanding as of December 31, 2008
|
3,241,278
|
$29.44
|
6.46
|
7,894
|
||||
Options
exercisable as of December 31, 2008
|
1,386,270
|
$26.68
|
3.63
|
5,624
|
For
the Years Ended December 31,
|
|||||
2008
|
2007
|
2006
|
|||
Risk-free
interest rate
|
3.61%
|
4.80%
|
5.12%
|
||
Volatility
of Company's stock
|
18.92%
|
16.84%
|
16.62%
|
||
Expected
dividend yield
|
2.95%
|
2.19%
|
1.61%
|
||
Expected
life of options
|
6
years
|
6
years
|
6
years
|
||
Weighted
average fair value per option of options granted during the
year
|
$3.84
|
$6.27
|
$7.97
|
Number
of Shares
|
Grant
Date Fair Value
|
|||
Shares
Outstanding at December 31, 2007
|
134,722
|
$35.74
|
||
Granted
|
136,868
|
25.97
|
||
Vested
|
(38,567)
|
38.87
|
||
Forfeited
|
(10,790)
|
33.42
|
||
Shares
Outstanding at December 31, 2008
|
222,233
|
$29.29
|
December
31, 2008
|
December
31, 2007
|
|||||||
Weighted-Average
|
||||||||
Notional
Amount
|
Estimated
Fair Value
|
Years
to Maturity
|
Receive
Rate
|
Pay
|
Notional
Amount
|
Estimated
Fair Value
|
||
Rate
|
||||||||
Derivative
instruments designated as hedges of fair value:
|
||||||||
Pay
fixed/receive variable swaps (1)
|
$13,039
|
$1,022
|
4.4
|
4.02%
|
6.22%
|
$
14,320
|
$
(23)
|
|
Receive
fixed/pay variable swaps (2)
|
57,177
|
631
|
6.7
|
4.89%
|
2.21%
|
151,706
|
(1,245)
|
|
Non-hedging
derivative instruments (3):
|
||||||||
Pay
fixed/receive variable swaps
|
203,040
|
(24,169)
|
6.1
|
3.06%
|
6.18%
|
119,223
|
(4,431)
|
|
Pay
variable/receive fixed swaps
|
204,863
|
24,182
|
6.2
|
6.17%
|
3.05%
|
127,517
|
4,340
|
|
Total
portfolio swaps
|
$478,119
|
$1,666
|
6.2
|
4.64%
|
4.37%
|
$412,766
|
$(1,359)
|
|
(1)
Hedges fixed-rate commercial real estate loans
|
||||||||
(2)
Hedges fixed-rate callable brokered deposits
|
||||||||
(3)
These portfolio swaps are not designated as hedging instruments under SFAS
No. 133.
|
||||||||
Balance
Sheets
|
||||
(In
thousands)
|
||||
December
31,
|
||||
2008
|
2007
|
|||
Assets
|
||||
Cash
|
$
161,479
|
$
31,777
|
||
Investments
in subsidiaries
|
1,044,070
|
990,187
|
||
Other
assets
|
27,519
|
25,654
|
||
Total
assets
|
$1,233,068
|
$1,047,618
|
||
Liabilities
and Stockholders' Equity
|
||||
Junior
subordinated notes issued to capital trusts
|
$
158,823
|
$
159,016
|
||
Other
liabilities
|
8,049
|
26,233
|
||
Stockholders'
equity
|
1,066,196
|
862,369
|
||
Total
liabilities and stockholders' equity
|
$1,233,068
|
$1,047,618
|
Statements
of Income
|
||||||
(In
thousands)
|
||||||
Years
Ended December 31,
|
||||||
2008
|
2007
|
2006
|
||||
Dividends
from continuing subsidiaries
|
$30,000
|
$88,000
|
$65,269
|
|||
Dividends
from discontinued subsidiary
|
-
|
6,500
|
-
|
|||
Interest
and other income
|
(985)
|
757
|
764
|
|||
Interest
and other expense
|
(8,278)
|
(18,201)
|
(13,965)
|
|||
Income
before income tax benefit and equity in undistributed net income of
subsidiaries
|
20,737
|
77,056
|
52,068
|
|||
Income
tax benefit
|
(3,370)
|
(6,105)
|
(4,621)
|
|||
Income
before equity in undistributed net income of subsidiaries
|
24,107
|
83,161
|
56,689
|
|||
Equity
in undistributed net income of continuing subsidiaries
|
(7,943)
|
(14,636)
|
6,367
|
|||
Equity
in undistributed net income of discontinued subsidiary
|
-
|
25,338
|
4,058
|
|||
Net
income
|
16,164
|
93,863
|
67,114
|
|||
Dividends
on preferred shares
|
789
|
-
|
-
|
|||
Net
income available to common shareholders
|
$15,375
|
$93,863
|
$67,114
|
Statements
of Cash Flows
|
||||||
(In
thousands)
|
||||||
Years
Ended December 31,
|
||||||
2008
|
2007
|
2006
|
||||
Cash
Flows From Operating Activities
|
||||||
Net
income
|
$
16,164
|
$
93,863
|
$
67,114
|
|||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||
Amortization
of restricted stock awards
|
2,228
|
2,113
|
1,447
|
|||
Compensation
expense for stock option grants
|
651
|
3,111
|
2,527
|
|||
Net
gains on sale of investment securities available for sale
|
-
|
-
|
(5)
|
|||
Equity
in undistributed net income of continuing subsidiaries
|
7,943
|
14,636
|
(6,367)
|
|||
Equity
in undistributed net income of discontinued subsidiary
|
-
|
(25,338)
|
(4,058)
|
|||
Change
in other assets and other liabilities
|
(30,963)
|
(7,845)
|
(7,515)
|
|||
Net
cash (used in) provided by operating activities
|
(3,977)
|
80,540
|
53,143
|
|||
Cash
Flows From Investing Activities
|
||||||
Proceeds
from sales of investment securities available for sale
|
-
|
-
|
278
|
|||
Investments
in and advances to subsidiaries
|
(50,000)
|
(5,000)
|
(9,500)
|
|||
Proceeds
from the sales of other assets
|
-
|
1,630
|
106
|
|||
Net
(increase) decrease in loans
|
7,500
|
(7,500)
|
-
|
|||
Cash
proceeds received from sale of subsidiary
|
-
|
76,148
|
-
|
|||
Cash
paid for acquisitions, net
|
-
|
-
|
(68,868)
|
|||
Net
cash (used in) provided by investing activities
|
(42,500)
|
65,278
|
(77,984)
|
|||
Cash
Flows From Financing Activities
|
||||||
Treasury
stock transactions, net
|
(1,348)
|
(76,703)
|
(14,107)
|
|||
Stock
options exercised
|
4,585
|
3,789
|
4,124
|
|||
Excess
tax benefits from share-based payment arrangements
|
2,032
|
1,828
|
884
|
|||
Dividends
paid
|
(25,090)
|
(25,956)
|
(20,168)
|
|||
Principal
paid on short-term borrowings
|
-
|
-
|
(2,000)
|
|||
Proceeds
from long-term debt
|
-
|
-
|
500
|
|||
Issuance
of preferred stock
|
192,944
|
-
|
-
|
|||
Issuance
of common stock warrant
|
3,056
|
-
|
-
|
|||
Proceeds
from junior subordinated notes issued to capital trusts
|
-
|
52,500
|
30,000
|
|||
Principal
paid on junior subordinated notes issued to capital trusts
|
-
|
(71,800)
|
-
|
|||
Net
cash provided by (used in) financing activities
|
176,179
|
(116,342)
|
(767)
|
|||
Net
increase (decrease) in cash
|
129,702
|
29,476
|
(25,608)
|
|||
Cash:
|
||||||
Beginning
of year
|
31,777
|
2,301
|
27,909
|
|||
End
of year
|
$161,479
|
$
31,777
|
$
2,301
|
Equity
Compensation Plan Information
|
|||
Plan
Category
|
Number
of Shares to be Issued upon Exercise of Outstanding Options,
warrants and rights (1)
|
Weighted
Average Exercise Price of Outstanding Options, warrants and rights
(1)
|
Number
of Shares Remaining Available for Future Issuance Under Equity
Compensation Plans (Excluding Shares Reflected in the first column)
(2)
|
|
|
|
|
Equity
compensation plans approved by
stockholders............................................................
|
3,241,278
|
$29.44
|
1,178,894
|
Equity
compensation plans not approved by
stockholders.....................................................
|
N/A
|
N/A
|
N/A
|
Total...................................................................................................................................................
|
3,241,278
|
$29.44
|
1,178,894
|
(1)
|
Includes
21,158 shares underlying stock options that we assumed in the First
SecurityFed acquisition, and 135,392 shares underlying stock options,
4,937 shares underlying restricted stock units and 6,604 shares underlying
director stock units that we assumed in the FOBB
acquisition. Since the restricted stock units and the director
stock units do not have an exercise price and are settled only for shares
of our common stock on a one-for-one basis, these units are not relevant
for purposes of computing the weighted average exercise
price.
|
(2)
|
Includes
797,187 shares remaining available for future issuance under our Amended
and Restated Omnibus Incentive Plan which could be utilized for
awards to plan participants in the form of restricted stock, restricted
stock units, performance shares, performance units or other stock-based
awards.
|
(a)(1)
|
Financial
Statements: See Part II--Item 8. Financial Statements
and Supplementary Data.
|
(a)(2)
|
Financial
Statement Schedules: All financial statement schedules have been omitted
as the information is not required under the related instructions or is
not applicable.
|
(a)(3)
|
Exhibits:
See Exhibit Index.
|
(b)
|
Exhibits:
See Exhibit
Index.
|
Signatures
|
Title
|
|||
/s/Mitchell Feiger
|
Director,
President and Chief Executive Officer
|
|||
Mitchell
Feiger
|
(Principal
Executive Officer), February 27, 2009
|
|||
/s/Jill E. York
|
Vice
President and Chief Financial Officer
|
|||
Jill
E. York
|
(Principal
Financial Officer and Principal Accounting Officer), February 27,
2009
|
|||
/s/Thomas H. Harvey*
|
Director
|
) February
27, 2009
|
||
Thomas
H. Harvey
|
||||
/s/David P. Bolger*
|
Director
|
) February
27, 2009
|
||
David
P. Bolger
|
||||
/s/Robert S. Engleman, Jr.*
|
Director
|
) February
27, 2009
|
||
Robert
S. Engleman, Jr.
|
||||
/s/Charles J. Gries*
|
Director
|
) February
27, 2009
|
||
Charles
J. Gries
|
||||
/s/James N. Hallene*
|
Director
|
) February
27, 2009
|
||
James.
N. Hallene
|
||||
/s/Richard J. Holmstrom*
|
Director
|
) February
27, 2009
|
||
Richard
J. Holmstrom
|
||||
/s/Karen J. May*
|
Director
|
) February
27, 2009
|
||
Karen
J. May
|
||||
/s/Patrick Henry*
|
Director
|
) February
27, 2009
|
||
Patrick
Henry
|
||||
/s/Ronald D. Santo*
|
Director
|
) February
27, 2009
|
||
Ronald
D. Santo
|
||||
*By: /s/Mitchell
Feiger
|
Attorney-in-Fact
|
)
|
Exhibit Number
|
Description
|
2.1
|
Amended
and Restated Agreement and Plan of Merger, dated as of April 19, 2001, by
and among the Registrant, MB Financial, Inc., a Delaware corporation (“Old
MB Financial”) and MidCity Financial (incorporated herein by reference to
Appendix A to the joint proxy statement-prospectus filed by the Registrant
pursuant to Rule 424(b) under the Securities Act of 1933 with the
Securities and Exchange Commission (the “Commission”) on October 9,
2001)
|
2.2
|
Agreement
and Plan of Merger, dated as of November 1, 2002, by and among the
Registrant, MB Financial Acquisition Corp II and South Holland Bancorp,
Inc. (incorporated herein by reference to Exhibit 2 to the Registrant’s
Current Report Form 8-K filed on November 5, 2002 (File No.
0-24566-01))
|
2.3
|
Agreement
and Plan of Merger, dated as of January 9, 2004, by and among the
Registrant and First SecurityFed Financial, Inc. (incorporated herein by
reference to Exhibit 2 to the Registrant’s Current Report on Form 8-K
filed on January 14, 2004 (File No.0-24566-01))
|
2.4
|
Agreement
and Plan of Merger, dated as of May 1, 2006, by and among the Registrant,
MBFI Acquisition Corp. and First Oak Brook Bancshares, Inc. (“First Oak
Brook”)(incorporated herein by reference to Exhibit 2.1 to the
Registrant’s Current Report on Form 8-K filed on May 2, 2006 (File
No.0-24566-01))
|
Charter
of the Registrant, as amended*
|
|
3.1A
|
Articles
Supplementary to the Charter of the Registrant for the Registrant’s Fixed
Rate Cumulative Perpetual Preferred Stock, Series A (incorporated herein
by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K
filed on December 8, 2008 (File No.0-24566-01))
|
3.2
|
Bylaws
of the Registrant, as amended (incorporated herein by reference to Exhibit
3.1 to the Registrant’s Current Report on Form 8-K filed on December 11,
2007 (File No. 0-24566-01))
|
4.1
|
The
Registrant hereby agrees to furnish to the Commission, upon request, the
instruments defining the rights of the holders of each issue of long-term
debt of the Registrant and its consolidated subsidiaries
|
4.2
|
Certificate
of Registrant’s Common Stock (incorporated herein by reference to Exhibit
4.1 to Amendment No. One to the Registrant’s Registration Statement on
Form S-4 (No. 333-64584))
|
4.3
|
Warrant
to purchase shares of the Registrant’s Common Stock (incorporated herein
by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K
filed on December 8, 2008 (File No.0-24566-01))
|
10.1
|
Letter
Agreement, dated as of December 5, 2008, between the Registrant and the
United States Department of the Treasury (incorporated herein
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K filed on December 8, 2008 (File No.0-24566-01))
|
EXHIBIT INDEX
|
|
Exhibit Number
|
Description |
Amended
and Restated Employment Agreement between the Registrant and Mitchell
Feiger*
|
|
10.3
|
Employment
Agreement between MB Financial Bank, N.A. and Burton J. Field
(incorporated herein by reference to Exhibit 10.3 to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2008
(File No. 0-24566-01))
|
Form
of Change and Control Severance Agreement between MB Financial Bank,
National Association and each of Thomas Panos, Jill E.
York, and Thomas P. Fitzgibbon, Jr. *
|
|
Form
of Change and Control Severance Agreement between MB Financial Bank,
National Association and each of Burton Field, Larry J. Kallembach, Brian
Wildman, Rosemarie Bouman and Susan Peterson*
|
|
Form
of Letter Agreement between the United States Department of the Treasury
and each of Mitchell Feiger, Thomas Panos, Jill E. York, Thomas
P. Fitzgibbon, Jr., Burton Field, Larry J. Kallembach, Brian Wildman,
Rosemarie Bouman, and Susan Peterson*
|
|
10.6
|
Coal
City Corporation 1995 Stock Option Plan (incorporated herein by reference
to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-4
(No. 333-64584))
|
10.6A
|
Amendment
to Coal City Corporation 1995 Stock Option Plan ((incorporated herein by
reference to Exhibit 10.6A to the Registrant’s Annual Report on Form
10-K/A for the year ended December 31, 2006, filed on March 2, 2007 (File
No. 0-24566-01))
|
10.7
|
MB
Financial, Inc. Amended and Restated Omnibus Incentive Plan
(the “Omnibus Incentive Plan”) (incorporated herein by reference to the
Registrant’s definitive proxy statement filed on March 23, 2007 (File No.
0-24566-01))
|
MB
Financial Stock Deferred Compensation Plan*
|
|
MB
Financial Non-Stock Deferred Compensation Plan*
|
|
10.10
|
Avondale
Federal Savings Bank Supplemental Executive Retirement Plan Agreement
(incorporated herein by reference to Exhibit 10.2 to Old MB Financial’s
(then known as Avondale Financial Corp.) Annual Report on Form 10-K for
the year ended December 31, 1996 (File No. 0-24566))
|
10.11
|
Reserved
|
EXHIBIT INDEX
|
|
Exhibit Number
|
Description |
10.12
|
Reserved
|
10.13
|
Amended
and Restated Employment Agreement between MB Financial Bank, N.A. and
Ronald D. Santo (incorporated herein by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed on December 14, 2004 (File
No. 0-24566-01))
|
10.13A
|
Amendment
to Amended and Restated Employment Agreement between MB Financial Bank,
N.A. and Ronald D. Santo ((incorporated herein by reference to Exhibit
10.13A to the Registrant’s Annual Report on Form 10-K/A for the year ended
December 31, 2006, filed on March 2, 2007 (File No.
0-24566-01))
|
10.14
|
First
SecurityFed Financial, Inc. 1998 Stock Option and Incentive Plan
(incorporated herein by reference to Exhibit B to the definitive proxy
statement filed by First SecurityFed Financial, Inc. on March 24, 1998
(File No. 0-23063))
|
10.14A
|
Amendment
to First SecurityFed Financial, Inc. 1998 Stock Option and Incentive Plan
((incorporated herein by reference to Exhibit 10.14A to the Registrant’s
Annual Report on Form 10-K/A for the year ended December 31, 2006, filed
on March 2, 2007 (File No. 0-24566-01))
|
Tax
Gross Up Agreements between the Registrant and each of Mitchell Feiger,
Burton J. Field, Thomas D. Panos, Jill E. York and Thomas P. FitzGibbon,
Jr., Larry J. Kallembach, Brian Wildman, and Susan Peterson *
|
|
Tax
Gross Up Agreement between the Registrant and Rosemarie
Bouman*
|
|
10.16
|
Form
of Incentive Stock Option Agreement for Executive Officers under the
Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.16
to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2007 (File No. 0-24566-01))
|
10.17
|
Form
of Non-Qualified Stock Option Agreement for Directors under the Omnibus
Incentive Plan (incorporated herein by reference to Exhibit
10.16 to the Registrant’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2007 (File No. 0-24566-01))
|
10.18
|
Form
of Restricted Stock Agreement for Executive Officers under the Omnibus
Incentive Plan (incorporated herein by reference to Exhibit 10.16 to the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2007 (File No. 0-24566-01))
|
Amendment
to Form of Incentive Stock Option Agreement and Form of Restricted Stock
Agreement for Executive Officers under the Omnibus Incentive
Plan*
|
EXHIBIT INDEX
|
|
Exhibit Number
|
Description |
10.19
|
Form
of Restricted Stock Agreement for Directors under the Omnibus Incentive
Plan (incorporated herein by reference to Exhibit 10.16 to the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2007 (File No. 0-24566-01))
|
10.20
|
First
Oak Brook Bancshares, Inc. Incentive Compensation Plan (incorporated
herein by reference to Appendix A to the definitive proxy statement filed
by First Oak Brook on March 30, 2004 (File No. 0-14468))
|
10.20A
|
Amendment
to First Oak Brook Bancshares, Inc. Incentive Compensation Plan
((incorporated herein by reference to Exhibit 10.20A to the Registrant’s
Annual Report on Form 10-K/A for the year ended December 31, 2006, filed
on March 2, 2007 (File No. 0-24566-01))
|
10.21
|
First
Oak Brook Bancshares, Inc. 2001 Stock Incentive Plan (incorporated herein
by reference to Appendix A to the definitive proxy statement filed by
First Oak Brook on April 2, 2001 (File No. 0-14468))
|
10.21A
|
Amendment
to First Oak Brook Bancshares, Inc. 2001 Stock Incentive Plan
((incorporated herein by reference to Exhibit 10.21A to the Registrant’s
Annual Report on Form 10-K/A for the year ended December 31, 2006, filed
on March 2, 2007 (File No. 0-24566-01))
|
10.22
|
First
Oak Brook Bancshares, Inc. Directors Stock Plan (incorporated herein by
reference to Exhibit 4.1 to the Registration Statement on Form S-8 filed
by First Oak Brook on October 25, 1999 (File No. 333-89647))
|
10.23
|
Reserved.
|
10.24
|
Reserved.
|
10.25
|
Reserved.
|
10.26
|
Reserved.
|
10.27
|
First
Oak Brook Bancshares, Inc. Executive Deferred Compensation Plan
(incorporated by reference to Exhibit 10.3 to First Oak Brook’s Annual
Report on Form 10-K for the year ended December 31, 1997 (File No.
0-14468))
|
EXHIBIT INDEX
|
|
Exhibit
Number
|
Description |
10.27A
|
Amendment
to First Oak Brook Bancshares, Inc. Executive Deferred Compensation Plan
(incorporated herein by reference to Exhibit 10.27A to the Registrant’s
Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2007 filed
on May 15, 2007)
|
10.28
|
Transitional
Employment Agreement between the Registrant (as successor to First Oak
Brook) and Susan Peterson (incorporated herein by reference
to Exhibit 10.27 to the Registrant’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2006 (File No.
0-24566-01))
|
10.29
|
Form
of Transitional Employment Agreement between the Registrant (as successor
to First Oak Brook) and Rosemarie Bouman (incorporated herein by reference
to Exhibit 10.10 to First Oak Brook's Annual Report on Form 10-K for the
year ended December 31, 1998 (File No. 0-14468))
|
10.29A
|
First
Amendment to Transitional Employment Agreement between the Registrant (as
successor to First Oak Brook) and Rosemarie Bouman ((incorporated herein
by reference to Exhibit 10.28A to the Registrant's Annual Report on Form
10-K/A for the year ended December 31, 2006, filed March 2, 2007 (File No.
0-24566-01))
|
10.29B
|
Second
Amendment to Transitional Employment Agreement between the Registrant (as
successor to First Oak Brook) and Rosemarie
Bouman ((incorporated herein by reference to Exhibit 10.28B to
the Registrant’s Annual Report on Form 10-K/A for the year ended December
31, 2006, filed March 2, 2007 (File No. 0-24566-01))
|
Subsidiaries
of the Registrant*
|
|
Consent
of McGladrey & Pullen *
|
|
Power
of Attorney*
|
|
Rule
13a – 14(a)/15d – 14(a) Certification (Chief Executive
Officer)*
|
|
Rule
13a – 14(a)/15d – 14(a) Certification (Chief Financial
Officer)*
|
|
Section
1350 Certifications*
|
* Filed
herewith
|