PART
I.
|
FINANCIAL
INFORMATION
|
|
Financial
Statements
|
||
Consolidated Balance Sheets at March 31, 2009
(Unaudited) and December 31, 2008
|
||
Consolidated Statements of Operations for the Three
Months ended March 31, 2009 and 2008 (Unaudited)
|
||
Consolidated Statements of Cash Flows for the Three
Months ended March 31, 2009
and
2008 (Unaudited)
|
6 – 7
|
|
8 – 24
|
||
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
25 – 40
|
|
Quantitative
and Qualitative Disclosures about Market Risk
|
40 – 43
|
|
Controls
and Procedures
|
||
OTHER
INFORMATION
|
||
Risk
Factors
|
||
Unregistered
Sales of Equity Securities and Use of Proceeds
|
||
March
31,
|
December
31,
|
|||||
2009
|
2008
|
|||||
ASSETS
|
||||||
Cash
and due from banks
|
$
108,416
|
$
79,824
|
||||
Interest
bearing deposits with banks
|
416,404
|
261,834
|
||||
Total
cash and cash equivalents
|
524,820
|
341,658
|
||||
Investment
securities:
|
||||||
Securities
available for sale, at fair value
|
1,118,975
|
1,336,130
|
||||
Non-marketable
securities - FHLB and FRB stock
|
65,752
|
64,246
|
||||
Total
investment securities
|
1,184,727
|
1,400,376
|
||||
Loans
held for sale
|
18,406
|
-
|
||||
Loans:
|
||||||
Total
loans, excluding covered assets
|
6,316,136
|
6,228,563
|
||||
Less:
Allowance for loan loss
|
179,273
|
144,001
|
||||
Net
Loans
|
6,136,863
|
6,084,562
|
||||
Covered
assets
|
158,348
|
-
|
||||
Lease
investment, net
|
117,648
|
125,034
|
||||
Premises
and equipment, net
|
185,941
|
186,474
|
||||
Cash
surrender value of life insurance
|
119,943
|
119,526
|
||||
Goodwill,
net
|
387,069
|
387,069
|
||||
Other
intangibles, net
|
26,993
|
25,776
|
||||
Other
assets
|
164,374
|
149,288
|
||||
Total
assets
|
$
9,025,132
|
$
8,819,763
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||
LIABILITIES
|
||||||
Deposits:
|
||||||
Noninterest
bearing
|
$
1,018,849
|
$
960,117
|
||||
Interest
bearing
|
5,877,859
|
5,535,454
|
||||
Total
deposits
|
6,896,708
|
6,495,571
|
||||
Short-term
borrowings
|
474,498
|
488,619
|
||||
Long-term
borrowings
|
362,246
|
471,466
|
||||
Junior
subordinated notes issued to capital trusts
|
158,784
|
158,824
|
||||
Accrued
expenses and other liabilities
|
98,314
|
136,459
|
||||
Total
liabilities
|
7,990,550
|
7,750,939
|
||||
STOCKHOLDERS'
EQUITY
|
||||||
Preferred
stock, ($0.01 par value, authorized 1,000,000 shares at March
31,
|
||||||
2009
and December 31, 2008; series A, 5% cumulative perpetual,
196,000
|
||||||
shares
issued and outstanding at March 31, 2009 and December 31,
2008,
|
||||||
$1,000.00
liquidation value)
|
193,105
|
193,025
|
||||
Common
stock, ($0.01 par value; authorized 50,000,000 shares at March
31,
|
||||||
2009
and December 31, 2008; issued 37,541,869 shares at March 31,
2009
|
||||||
and
37,542,968 at December 31, 2008)
|
375
|
375
|
||||
Additional
paid-in capital
|
446,909
|
445,692
|
||||
Retained
earnings
|
450,983
|
495,505
|
||||
Accumulated
other comprehensive income
|
11,456
|
16,910
|
||||
Less:
2,213,554 and 2,612,143 shares of Treasury stock, at cost,
at
|
||||||
March
31, 2009 and December 31, 2008
|
(70,831)
|
(85,312)
|
||||
Controlling
interest stockholders' equity
|
1,031,997
|
1,066,195
|
||||
Noncontrolling
interest
|
2,585
|
2,629
|
||||
Total
stockholders' equity
|
1,034,582
|
1,068,824
|
||||
Total
liabilities and stockholders' equity
|
$
9,025,132
|
$
8,819,763
|
Three
months ended
|
||||||
March
31,
|
March
31,
|
|||||
2009
|
2008
|
|||||
Interest
income:
|
||||||
Loans
|
$
81,494
|
$ 93,877
|
||||
Investment
securities:
|
||||||
Taxable
|
10,316
|
9,971
|
||||
Nontaxable
|
3,875
|
3,753
|
||||
Federal
funds sold
|
-
|
95
|
||||
Other
interest bearing accounts
|
130
|
106
|
||||
Total
interest income
|
95,815
|
107,802
|
||||
Interest
expense:
|
||||||
Deposits
|
33,579
|
40,849
|
||||
Short-term
borrowings
|
1,546
|
7,867
|
||||
Long-term
borrowings and junior subordinated notes
|
4,662
|
5,623
|
||||
Total
interest expense
|
39,787
|
54,339
|
||||
Net
interest income
|
56,028
|
53,463
|
||||
Provision
for loan losses
|
89,700
|
22,540
|
||||
Net
interest income after provision for loan losses
|
(33,672)
|
30,923
|
||||
Other
income:
|
||||||
Loan
service fees
|
1,843
|
2,470
|
||||
Deposit
service fees
|
6,399
|
6,530
|
||||
Lease
financing, net
|
4,319
|
3,867
|
||||
Brokerage
fee income
|
1,078
|
985
|
||||
Asset
management and trust fees
|
2,815
|
2,220
|
||||
Net
gain on sale of investment securities available for sale
|
9,694
|
1,105
|
||||
Increase
in cash surrender value of life insurance
|
456
|
1,606
|
||||
Net
gain (loss) on sale of other assets
|
1
|
(306)
|
||||
Merchant
card processing income
|
4,279
|
4,530
|
||||
Other
operating income
|
1,800
|
1,530
|
||||
Total
other income
|
32,684
|
24,537
|
||||
Other
expense:
|
||||||
Salaries
and employee benefits
|
27,016
|
26,810
|
||||
Occupancy
and equipment expense
|
7,700
|
7,525
|
||||
Computer
services expense
|
2,287
|
1,737
|
||||
Advertising
and marketing expense
|
1,314
|
1,290
|
||||
Professional
and legal expense
|
969
|
306
|
||||
Brokerage
fee expense
|
393
|
419
|
||||
Telecommunication
expense
|
751
|
762
|
||||
Other
intangibles amortization expense
|
878
|
815
|
||||
Merchant
card processing expense
|
3,890
|
4,105
|
||||
FDIC
insurance premiums
|
2,668
|
162
|
||||
Other
operating expenses
|
5,194
|
4,293
|
||||
Total
other expense
|
53,060
|
48,224
|
||||
Income
(loss) before income taxes
|
(54,048)
|
7,236
|
||||
Income
taxes (benefit)
|
(25,943)
|
1,412
|
||||
Net
income (loss)
|
$
(28,105)
|
$ 5,824
|
||||
Dividends
on preferred shares
|
2,531
|
-
|
||||
Net
income (loss) available for common shareholders
|
$
(30,636)
|
$ 5,824
|
||||
Basic
earnings (loss) per common share
|
$
(0.87)
|
$ 0.17
|
||||
Diluted
earnings (loss) per common share
|
$
(0.87)
|
$ 0.17
|
||||
Weighted
average common shares outstanding
|
34,914,012
|
34,620,435
|
||||
Diluted
weighted average common shares outstanding
|
35,053,824
|
34,994,731
|
Three
months ended
|
||||
March
31,
|
March
31,
|
|||
2009
|
2008
|
|||
Cash
Flows From Operating Activities:
|
||||
Net
income (loss)
|
$
(28,105)
|
$
5,824
|
||
Adjustments
to reconcile net income (loss) to net cash provided by operating
activities:
|
||||
Depreciation
on premises and equipment
|
2,947
|
2,865
|
||
Depreciation
on leased equipment
|
9,135
|
6,996
|
||
Compensation
expense for restricted stock awards
|
536
|
360
|
||
Compensation
expense for stock option grants
|
659
|
654
|
||
Loss
on sales of premises and equipment and leased equipment
|
116
|
233
|
||
Amortization
of other intangibles
|
878
|
815
|
||
Provision
for loan losses
|
89,700
|
22,540
|
||
Deferred
income tax benefit
|
(16,070)
|
(3,821)
|
||
Amortization
of premiums and discounts on investment securities, net
|
1,693
|
777
|
||
Accretion
of premiums and discounts on loans, net
|
(411)
|
(687)
|
||
Net
gain on sale of investment securities available for sale
|
(9,694)
|
(1,105)
|
||
Proceeds
from sale of loans held for sale
|
27,085
|
14,733
|
||
Origination
of loans held for sale
|
(26,816)
|
(14,588)
|
||
Net
gains on sale of loans held for sale
|
(269)
|
(145)
|
||
Increase
in cash surrender value of life insurance
|
(456)
|
(1,606)
|
||
Net
(increase) decrease in other assets
|
1,906
|
841
|
||
Decrease
in other liabilities, net
|
(35,604)
|
(11,630)
|
||
Net
cash provided by operating activities
|
23,056
|
|||
Cash
Flows From Investing Activities:
|
||||
Proceeds
from sales of investment securities
|
223,563
|
9,579
|
||
Proceeds
from maturities and calls of investment securities
|
68,555
|
92,333
|
||
Purchase
of investment securities
|
(58,864)
|
(97,849)
|
||
Net
increase in loans
|
(159,115)
|
(221,664)
|
||
Purchases
of premises and equipment
|
(2,416)
|
(3,455)
|
||
Purchases
of leased equipment
|
(2,690)
|
(1,430)
|
||
Proceeds
from sales of premises and equipment
|
-
|
15
|
||
Proceeds
from sales of leased equipment and leased equipment
|
885
|
618
|
||
Principal
paid on lease investments
|
(62)
|
(465)
|
||
Net
cash proceeds received in FDIC assisted acquisition
|
36,604
|
-
|
||
Net
cash provided by (used in) investing activities
|
106,460
|
(222,318)
|
||
Cash
Flows From Financing Activities:
|
||||
Net
increase in deposits
|
184,600
|
166,503
|
||
Net
decrease in short-term borrowings
|
(14,121)
|
(54,736)
|
||
Proceeds
from long-term borrowings
|
2,083
|
145,959
|
||
Principal
paid on long-term borrowings
|
(111,302)
|
(813)
|
||
Treasury
stock transactions, net
|
4,722
|
(3)
|
||
Stock
options exercised
|
102
|
1,153
|
||
Excess
tax benefits from share-based payment arrangements
|
44
|
251
|
||
Dividends
paid on preferred stock
|
(2,449)
|
-
|
||
Dividends
paid on common stock
|
(4,207)
|
(6,223)
|
||
Net
cash provided by financing activities
|
59,472
|
252,091
|
||
Net
increase in cash and cash equivalents
|
$
183,162
|
$
52,829
|
||
Cash
and cash equivalents:
|
||||
Beginning
of period
|
341,658
|
150,341
|
||
End
of period
|
$
524,820
|
$
203,170
|
MB
FINANCIAL, INC. & SUBSIDIARIES
|
||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS (continued)
|
||||
(Amounts
in Thousands)
|
||||
Three
Months Ended
|
||||
March
31,
|
March
31,
|
|||
2009
|
2008
|
|||
Supplemental
Disclosures of Cash Flow Information:
|
||||
Cash
payments for:
|
||||
Interest
paid to depositors and other borrowed funds
|
$
42,487
|
$
56,809
|
||
Income
taxes refunds (paid), net
|
400
|
(7,075)
|
||
Supplemental
Schedule of Noncash Investing Activities:
|
||||
Loans
transferred to other real estate owned
|
$
273
|
$
910
|
||
Loans
transferred to repossessed vehicles
|
378
|
397
|
||
Loans
transferred to loans held for sale
|
18,406
|
-
|
||
Supplemental
Schedule of Noncash Investing Activities:
|
||||
Acquisitions
|
||||
Noncash
assets acquired:
|
||||
Investment
securities available for sale
|
$ 18,362
|
$
-
|
||
Loans,
net
|
159,229
|
-
|
||
Other
intangibles, net
|
2,095
|
-
|
||
Other
assets
|
921
|
-
|
||
Total
noncash assets acquired
|
$
180,607
|
$
-
|
||
Liabilities
assumed:
|
||||
Deposits
|
$
216,537
|
$
-
|
||
Accrued
expenses and other liabilities
|
674
|
-
|
||
Total
liabilities assumed
|
$
217,211
|
$
-
|
||
Net
noncash assets acquired
|
$
(36,604)
|
$
-
|
||
Cash
and cash equivalents acquired
|
$
36,604
|
$
-
|
Three
Months Ended
|
||||
March
31,
|
March
31,
|
|||
2009
|
2008
|
|||
Net
income (loss)
|
$
(28,105)
|
$
5,824
|
||
Unrealized
holding gains on investment securities, net of tax
|
847
|
8,632
|
||
Reclassification
adjustments for gains included in net income (loss), net of
tax
|
(6,301)
|
(718)
|
||
Other
comprehensive income (loss), net of tax
|
(5,454)
|
7,914
|
||
Comprehensive
income (loss)
|
$
(33,559)
|
$
13,738
|
Three
Months Ended
|
|||
March
31,
|
|||
2009
|
2008
|
||
Distributed
earnings allocated to common stock
|
$ 4,181
|
$
6,198
|
|
Undistributed
loss allocated to common stock
|
(34,620)
|
(398)
|
|
Net
(loss) earnings allocated to common stock
|
(30,439)
|
5,800
|
|
Net (loss)
earnings allocated to participating securities
|
(197)
|
24
|
|
Net
income (loss) allocated to common stock and participating
securities
|
$
(30,636)
|
$
5,824
|
|
Weighted
average shares outstanding for basic earnings per common
share
|
34,914,012
|
34,620,435
|
|
Dilutive
effect of stock compensation
|
139,812
|
374,296
|
|
Weighted
average shares outstanding for diluted earnings per common
share
|
35,053,824
|
34,994,731
|
|
Basic
earnings (loss) per common share
|
$
(0.87)
|
$
0.17
|
|
Diluted
earnings (loss) per common share
|
$
(0.87)
|
$
0.17
|
March
31,
|
December
31,
|
|||
2009
|
2008
|
|||
Impaired
loans for which there were specific related allowance for loan
losses
|
$
218,033
|
$
143,423
|
||
Other
impaired loans
|
-
|
-
|
||
Total
impaired loans (1)
|
$
218,033
|
$
143,423
|
||
Related
allowance for loan losses
|
$
81,540
|
$
52,112
|
(1)
|
Purchased
credit impaired loans (See Note 2) are not required to be reported as
impaired loans as long as they continue to perform at least as well as
expected at acquisition.
|
Three
Months Ended
|
||||
March
31,
|
March
31,
|
|||
2009
|
2008
|
|||
Balance
at the beginning of period
|
$
144,001
|
$
65,103
|
||
Provision
for loan losses
|
89,700
|
22,540
|
||
Charge-offs:
|
||||
Commercial
loans
|
(10,548)
|
(4,166)
|
||
Commercial
loans collateralized by assignment
|
||||
of
lease payments (lease loans)
|
(3,420)
|
(182)
|
||
Commercial
real estate loans
|
(24,189)
|
(3,650)
|
||
Construction
real estate
|
(14,697)
|
(1,135)
|
||
Residential
real estate
|
(178)
|
(26)
|
||
Indirect
vehicle
|
(1,065)
|
(629)
|
||
Home
equity
|
(604)
|
(182)
|
||
Consumer
loans
|
(155)
|
(115)
|
||
Total
charge-offs
|
(54,856)
|
(10,085)
|
||
Recoveries:
|
||||
Commercial
loans
|
31
|
191
|
||
Commercial
loans collateralized by assignment
|
||||
of
lease payments (lease loans)
|
-
|
-
|
||
Commercial
real estate loans
|
18
|
3
|
||
Construction
real estate
|
250
|
750
|
||
Residential
real estate
|
3
|
6
|
||
Indirect
vehicle
|
111
|
194
|
||
Home
equity
|
11
|
52
|
||
Consumer
loans
|
5
|
10
|
||
Total
recoveries
|
429
|
1,206
|
||
Net
charge-offs, excluding covered assets
|
(54,427)
|
(8,879)
|
||
Net
charge-offs on covered assets
|
(1)
|
-
|
||
Total
net charge-offs
|
(54,428)
|
(8,879)
|
||
Balance
|
$
179,273
|
$
78,764
|
SOP
03-3 Loans
|
Non
SOP 03-3 Loans
|
Other
|
Total
|
|
Commercial
related loans
|
$
42,586
|
$
18,908
|
$ -
|
$ 61,494
|
Other
loans
|
3,405
|
26,687
|
-
|
30,092
|
Foreclosed
real estate
|
-
|
-
|
1,197
|
1,197
|
Estimated
loss reimbursement from the FDIC
|
-
|
-
|
65,565
|
65,565
|
Total
covered assets
|
$
45,991
|
$
45,595
|
$
66,762
|
$
158,348
|
March
31,
|
December
31,
|
|||
2009
|
2008
|
|||
Balance
at the beginning of the period
|
$
387,069
|
$
379,047
|
||
Goodwill
from business combinations
|
-
|
8,022
|
||
Balance
at the end of period
|
$
387,069
|
$
387,069
|
March
31,
|
|
2009
|
|
Balance
at beginning of period
|
$
25,776
|
Amortization
expense
|
(878)
|
Other
intangibles from business combinations (1)
|
2,095
|
Balance
at end of period
|
$
26,993
|
Gross
carrying amount
|
$
53,567
|
Accumulated
amortization
|
(26,574)
|
Net
book value
|
$
26,993
|
Amount
|
|||
Year
ending December 31,
|
|||
2009
|
$
2,976
|
||
2010
|
3,581
|
||
2011
|
3,202
|
||
2012
|
2,954
|
||
2013
|
2,775
|
||
Thereafter
|
11,505
|
||
$ 26,993
|
·
|
Affirms
that the objective of fair value when the market for an asset is not
active is the price that would be received to sell the asset in an orderly
transaction.
|
·
|
Clarifies
and includes additional factors for determining whether there has been a
significant decrease in market activity for an asset when the market for
that asset is not active.
|
·
|
Eliminates
the proposed presumption that all transactions are distressed (not
orderly) unless proven otherwise. The FSP instead requires an entity to
base its conclusion about whether a transaction was not orderly on the
weight of the evidence.
|
·
|
Includes
an example that provides additional explanation on estimating fair value
when the market activity for an asset has declined
significantly.
|
·
|
Requires
an entity to disclose a change in valuation technique (and the related
inputs) resulting from the application of the FSP and to quantify its
effects, if practicable.
|
·
|
Applies
to all fair value measurements when
appropriate.
|
·
|
Changes
existing guidance for determining whether an impairment is other than
temporary to debt securities;
|
·
|
Replaces
the existing requirement that the entity’s management assert it has both
the intent and ability to hold an impaired security until recovery with a
requirement that management assert: (a) it does not have the intent to
sell the security; and (b) it is more likely than not it will not have to
sell the security before recovery of its cost
basis;
|
·
|
Incorporates
examples of factors from existing literature that should be considered in
determining whether a debt security is other-than-temporarily
impaired;
|
·
|
Requires
that an entity recognize noncredit losses on held-to-maturity debt
securities in other comprehensive income and amortize that amount over the
remaining life of the security in a prospective manner by offsetting the
recorded value of the asset unless the security is subsequently sold or
there are additional credit losses;
|
·
|
Requires
an entity to present the total other-than-temporary impairment in the
statement of earnings with an offset for the amount recognized in other
comprehensive income; and
|
·
|
When
adopting FSP 115-2 and 124-2, an entity is required to record a
cumulative-effect adjustment as of the beginning of the period of adoption
to reclassify the noncredit component of a previously recognized
other-temporary impairment from retained earnings to accumulated other
comprehensive income if the entity does not intend to sell the security
and it is not more likely than not that the entity will be required to
sell the security before recovery.
|
·
|
Disclosure
of the objectives for using derivative instruments 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.
|
Three
Months Ended
|
||||
March
31,
|
March
31,
|
|||
2009
|
2008
|
|||
Total
cost of share-based payment plans during the year
|
$
1,249
|
$
1,014
|
||
Amount
of related income tax benefit recognized in income
|
$
477
|
$
347
|
Weighted
|
|||||||||
Average
|
|||||||||
Weighted
|
Remaining
|
Aggregate
|
|||||||
Average
|
Contractual
|
Intrinsic
|
|||||||
Number
of
|
Exercise
|
Term
|
Value
|
||||||
Options
|
Price
|
(In
Years)
|
(In
Thousands)
|
||||||
Options
outstanding as of December 31, 2008
|
3,241,278
|
$
29.44
|
|||||||
Granted
|
11,571
|
$
13.60
|
|||||||
Exercised
|
(8,403)
|
$
11.74
|
|||||||
Expired
or cancelled
|
-
|
$
-
|
|||||||
Forfeited
|
(4,929)
|
$
35.91
|
|||||||
Options
outstanding as of March 31, 2009
|
3,239,517
|
$
29.42
|
6.24
|
$
433
|
|||||
Options
exercisable as of March 31, 2009
|
1,402,326
|
$
26.79
|
3.45
|
$
433
|
March
31,
|
||
2009
|
||
Expected
volatility
|
37.03%
|
|
Risk
free interest rate
|
1.66%
|
|
Dividend
yield
|
2.71%
|
|
Expected
life
|
4
years
|
|
Weighted
average fair value per option of options granted during the
period
|
$ 3.33
|
Number
of
|
Weighted
Average
|
||||
Shares
|
Grant
Date Fair Value
|
||||
Shares
Outstanding at December 31, 2008
|
222,233
|
$
29.29
|
|||
Granted
|
12,785
|
10.27
|
|||
Vested
|
(5,590)
|
34.51
|
|||
Cancelled
|
(1,099)
|
29.53
|
|||
Shares
Outstanding at March 31, 2009
|
228,329
|
$
28.10
|
March
31,
|
December
31,
|
||||||
2009
|
2008
|
||||||
Weighted
|
Weighted
|
||||||
Average
|
Average
|
||||||
Interest
Rate
|
Amount
|
Interest
Rate
|
Amount
|
||||
Federal
funds purchased
|
-
|
$
-
|
0.68%
|
$ 5,000
|
|||
Federal
Reserve Term Auction Funds
|
0.25%
|
100,000
|
0.42%
|
100,000
|
|||
Assets
under agreements to repurchase
|
0.40%
|
273,718
|
0.48%
|
282,832
|
|||
Federal
Home Loan Bank Advances
|
3.36%
|
100,780
|
2.46%
|
100,787
|
|||
1.00%
|
$
474,498
|
0.88%
|
$
488,619
|
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
|
$
25,774
|
$
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
$533 thousand associated with FOBB Capital Trust I and
III.
|
(3)
|
Callable
at a premium through 2020.
|
(4)
|
Callable
at a premium through 2011.
|
March
31, 2009
|
December
31, 2008
|
||||||||
Weighted
Average
|
|||||||||
Balance
Sheet
|
Notional
|
Estimated
|
Years
to
|
Receive
|
Pay
|
Notional
|
Estimated
|
||
Location
|
Amount
|
Fair
Value
|
Maturity
|
Rate
|
Rate
|
Amount
|
Fair
Value
|
||
Derivative
instruments designated as hedges of fair value:
|
|||||||||
Pay
fixed/receive variable swaps (1)
|
Other
liabilities
|
$
12,026
|
$
877
|
3.8
|
2.62%
|
6.20%
|
$
13,039
|
$ 1,022
|
|
Receive
fixed/pay variable swaps (2)
|
Other
assets
|
18,770
|
366
|
3.0
|
4.58%
|
1.47%
|
57,177
|
631
|
|
Non-hedging
derivative instruments (3)
|
|||||||||
Pay
fixed/receive variable swaps
|
Other
liabilities
|
247,613
|
(23,876)
|
6.3
|
2.32%
|
5.95%
|
203,040
|
(24,169)
|
|
Pay
variable/receive fixed swaps
|
Other
assets
|
247,843
|
23,881
|
6.4
|
5.98%
|
2.34%
|
204,863
|
24,182
|
|
Total
portfolio swaps
|
$
526,252
|
$
1,248
|
6.2
|
4.13%
|
4.10%
|
$
478,119
|
$
1,666
|
||
(1)
Hedged 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.
|
Location
of Gain or (Loss)
|
||||||
Recognized
in Income on
|
Three
Months Ended
|
|||||
Derivatives
|
March
31,
|
|||||
2009
|
2008
|
|||||
Interest
rate swaps
|
Other
income
|
$
47
|
$
2
|
Location
of Gain or (Loss)
|
||||||
Recognized
in Income on
|
Three
Months Ended
|
|||||
Derivatives
|
March
31,
|
|||||
2009
|
2008
|
|||||
Interest
rate swaps
|
Other
income
|
$
(8)
|
$
97
|
Contract
Amount
|
|||||
March
31,
|
December
31,
|
||||
2009
|
2008
|
||||
Commitments
to extend credit:
|
|||||
Home
equity lines
|
$
357,008
|
$
376,854
|
|||
Other
commitments
|
1,178,444
|
1,261,276
|
|||
Letter
of credit:
|
|||||
Standby
|
123,130
|
119,504
|
|||
Commercial
|
49,434
|
55,269
|
Fair
Value Measurements at March 31, 2009 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
|
$ 1,118,975
|
$ 11,545
|
$ 1,105,800
|
$ 1,630
|
||
Assets
held in trust for deferred compensation
|
4,933
|
4,933
|
-
|
-
|
||
Derivative
financial instruments
|
24,247
|
-
|
24,247
|
-
|
||
Financial
liabilities
|
||||||
Other
liabilities (1)
|
4,933
|
4,933
|
-
|
-
|
||
Derivative
financial instruments
|
22,999
|
-
|
22,999
|
-
|
||
(1)
Liabilities associated with assets held in trust for deferred
compensation.
|
Year Ended
|
||
(in
thousands)
|
March
31, 2009
|
|
Balance,
beginning of period
|
$ 1,630
|
|
Transfer
into Level 3
|
-
|
|
Net
unrealized losses
|
-
|
|
Impairment
charge
|
-
|
|
$ 1,630
|
||
Fair
Value Measurements at March 31, 2009 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
|
||||||
Loans
held for sale
|
$ 18,406
|
$ -
|
$ 18,406
|
$ -
|
||
Impaired
loans
|
$ 136,493
|
$ -
|
$ -
|
$ 136,493
|
||
Foreclosed
assets
|
$ 651
|
$ -
|
$ -
|
$ 651
|
||
Other
intangibles
|
$ 2,095
|
$ -
|
$ -
|
$ 2,095
|
Three
Months Ended
|
|||||||
March
31,
|
March
31,
|
Increase/
|
Percentage
|
||||
2009
|
2008
|
(Decrease)
|
Change
|
||||
Other
income:
|
|||||||
Loan
service fees
|
$
1,843
|
$
2,470
|
$
(627)
|
(25%)
|
|||
Deposit
service fees
|
6,399
|
6,530
|
(131)
|
(2%)
|
|||
Lease
financing, net
|
4,319
|
3,867
|
452
|
12%
|
|||
Brokerage
fees
|
1,078
|
985
|
93
|
9%
|
|||
Trust
and asset management fees
|
2,815
|
2,220
|
595
|
27%
|
|||
Net
gain on sale of investment securities
|
9,694
|
1,105
|
8,589
|
777%
|
|||
Increase
in cash surrender value of life insurance
|
456
|
1,606
|
(1,150)
|
(72%)
|
|||
Net
gain (loss) on sale of other assets
|
1
|
(306)
|
307
|
(100%)
|
|||
Merchant
card processing
|
4,279
|
4,530
|
(251)
|
(6%)
|
|||
Other
operating income
|
1,800
|
1,530
|
270
|
18%
|
|||
Total
other income
|
$
32,684
|
$
24,537
|
$
8,147
|
33%
|
Three
Months Ended
|
|||||||
March
31,
|
March
31,
|
Increase/
|
Percentage
|
||||
2009
|
2008
|
(Decrease)
|
Change
|
||||
Other
expense:
|
|||||||
Salaries
and employee benefits
|
$
27,016
|
$
26,810
|
$
206
|
1%
|
|||
Occupancy
and equipment expense
|
7,700
|
7,525
|
175
|
2%
|
|||
Computer
services expense
|
2,287
|
1,737
|
550
|
32%
|
|||
Advertising
and marketing expense
|
1,314
|
1,290
|
24
|
2%
|
|||
Professional
and legal expense
|
969
|
306
|
663
|
217%
|
|||
Brokerage
fee expense
|
393
|
419
|
(26)
|
(6%)
|
|||
Telecommunication
expense
|
751
|
762
|
(11)
|
(1%)
|
|||
Other
intangibles amortization expense
|
878
|
815
|
63
|
8%
|
|||
Merchant
card processing
|
3,890
|
4,105
|
(215)
|
(5%)
|
|||
FDIC
insurance premiums
|
2,668
|
162
|
2,506
|
1,547%
|
|||
Other
operating expenses
|
5,194
|
4,293
|
901
|
21%
|
|||
Total
other expense
|
$
53,060
|
$
48,224
|
$
4,836
|
10%
|
Three
Months Ended March 31,
|
|||||||||
2009
|
2008
|
||||||||
Average
|
Yield
/
|
Average
|
Yield
/
|
||||||
Balance
|
Interest
|
Rate
|
Balance
|
Interest
|
Rate
|
||||
Interest
Earning Assets:
|
|||||||||
Loans,
excluding covered assets (1) (2) (3)
|
$
6,195,247
|
$
80,003
|
5.24%
|
$
5,680,086
|
$
93,785
|
6.64%
|
|||
Loans,
excluding covered assets, exempt from federal income taxes
(4)
|
80,464
|
1,327
|
6.60
|
7,560
|
141
|
7.38
|
|||
Covered
assets
|
54,693
|
628
|
4.66
|
-
|
-
|
-
|
|||
Taxable
investment securities
|
944,603
|
10,316
|
4.37
|
819,845
|
9,971
|
4.86
|
|||
Investment
securities exempt from federal income taxes (4)
|
412,251
|
5,962
|
5.78
|
401,207
|
5,774
|
5.69
|
|||
Federal
funds sold
|
-
|
-
|
-
|
15,220
|
95
|
2.47
|
|||
Other
interest bearing deposits
|
195,104
|
130
|
0.27
|
15,387
|
106
|
2.77
|
|||
Total
interest earning assets
|
7,882,362
|
$
98,366
|
5.06
|
6,939,305
|
$
109,872
|
6.37
|
|||
Non-interest
earning assets
|
909,913
|
925,512
|
|||||||
Total
assets
|
$
8,792,275
|
$
7,864,817
|
|||||||
Interest
Bearing Liabilities:
|
|||||||||
Deposits:
|
|||||||||
NOW
and money market deposit accounts
|
$
1,519,499
|
$
3,948
|
1.05%
|
$
1,234,965
|
$
6,603
|
2.15%
|
|||
Savings
deposits
|
393,667
|
314
|
0.32
|
388,956
|
443
|
0.46
|
|||
Time
deposits
|
3,681,034
|
29,317
|
3.23
|
3,018,204
|
33,803
|
4.50
|
|||
Short-term
borrowings
|
532,875
|
1,546
|
1.18
|
939,746
|
7,867
|
3.37
|
|||
Long-term
borrowings and junior subordinated notes
|
536,189
|
4,662
|
3.48
|
461,053
|
5,623
|
4.82
|
|||
Total
interest bearing liabilities
|
6,663,264
|
$
39,787
|
2.42
|
6,042,924
|
$
54,339
|
3.62
|
|||
Non-interest
bearing deposits
|
960,167
|
839,386
|
|||||||
Other
non-interest bearing liabilities
|
91,222
|
103,451
|
|||||||
Stockholders'
equity
|
1,077,622
|
879,056
|
|||||||
Total
liabilities and stockholders' equity
|
$
8,792,275
|
$
7,864,817
|
|||||||
Net
interest income/interest rate spread (5)
|
$
58,579
|
2.64%
|
$
55,533
|
2.75%
|
|||||
Taxable
equivalent adjustment
|
2,551
|
2,070
|
|||||||
net
interest income, as reported
|
$
56,028
|
$
53,463
|
|||||||
Net
interest margin (6)
|
2.88%
|
3.10%
|
|||||||
Tax
equivalent effect
|
0.13%
|
0.12%
|
|||||||
Net
interest margin on a fully tax equivalent basis (6)
|
3.01%
|
3.22%
|
(1)
|
Non-accrual
loans are included in average
loans.
|
(2)
|
Interest
income includes amortization of deferred loan origination fees of $1.3
million and $2.0 million for the three months ended March 31, 2009 and
2008, respectively.
|
(3)
|
Loans
held for sale are included in the average loan balance
listed. Related interest income is included in loan interest
income.
|
(4)
|
Non-taxable
loan and investment income is presented on a fully tax equivalent basis
assuming a 35% tax rate.
|
(5)
|
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.
|
(6)
|
Net
interest margin represents net interest income as a percentage of average
interest earning assets.
|
Three
Months Ended
|
|||||
March
31, 2009 Compared to March 31, 2008
|
|||||
Change
|
Change
|
||||
Due
to
|
Due
to
|
Total
|
|||
Volume
|
Rate
|
Change
|
|||
Interest
Earning Assets:
|
|||||
Loans,
excluding covered assets
|
$
7,493
|
$
(21,275)
|
$
(13,782)
|
||
Loans,
excluding covered assets, exempt from federal income taxes
(1)
|
1,203
|
(17)
|
1,186
|
||
Covered
assets
|
628
|
-
|
628
|
||
Taxable
investments securities
|
1,366
|
(1,021)
|
345
|
||
Investment
securities exempt from federal income taxes (1)
|
127
|
61
|
188
|
||
Federal
funds sold
|
(48)
|
(47)
|
(95)
|
||
Other
interest bearing deposits
|
199
|
(175)
|
24
|
||
Total
increase (decrease) in interest income
|
10,968
|
(22,474)
|
(11,506)
|
||
Interest
Bearing Liabilities:
|
|||||
Deposits:
|
|||||
NOW
and money market deposit accounts
|
1,253
|
(3,908)
|
(2,655)
|
||
Savings
deposits
|
6
|
(135)
|
(129)
|
||
Time
deposits
|
6,329
|
(10,815)
|
(4,486)
|
||
Short-term
borrowings
|
(2,526)
|
(3,795)
|
(6,321)
|
||
Long-term
borrowings and junior subordinated notes
|
798
|
(1,759)
|
(961)
|
||
Total
increase (decrease) in interest expense
|
5,860
|
(20,412)
|
(14,552)
|
||
Total
increase (decrease) in net interest income
|
$
5,108
|
$
(2,062)
|
$
3,046
|
(1)
|
Non-taxable
loan and investment income is presented on a fully tax equivalent basis
assuming a 35% tax rate.
|
March
31,
|
December
31,
|
March
31,
|
|||||||||
2009
|
2008
|
2008
|
|||||||||
%
of
|
%
of
|
%
of
|
|||||||||
Amount
|
Total
|
Amount
|
Total
|
Amount
|
Total
|
||||||
Commercial
related credits:
|
|||||||||||
Commercial
loans
|
$
1,507,616
|
24%
|
$
1,522,380
|
24%
|
$
1,433,114
|
25%
|
|||||
Commercial
loans collateralized by
|
|||||||||||
assignment
of lease payments (lease loans)
|
738,527
|
12%
|
649,918
|
10%
|
581,502
|
10%
|
|||||
Commercial
real estate (1)
|
2,359,868
|
37%
|
2,353,261
|
39%
|
2,026,249
|
35%
|
|||||
Construction
real estate
|
764,876
|
12%
|
757,900
|
12%
|
844,186
|
14%
|
|||||
Total
commercial related credits
|
5,370,887
|
85%
|
5,283,459
|
85%
|
4,885,051
|
84%
|
|||||
Other
loans:
|
|||||||||||
Residential
real estate (1)
|
287,256
|
5%
|
295,336
|
5%
|
361,762
|
6%
|
|||||
Indirect
vehicle
|
189,812
|
3%
|
189,227
|
3%
|
162,348
|
3%
|
|||||
Home
equity
|
411,527
|
6%
|
401,029
|
6%
|
365,269
|
6%
|
|||||
Consumer
loans
|
56,654
|
1%
|
59,512
|
1%
|
54,671
|
1%
|
|||||
Total
other loans
|
945,249
|
15%
|
945,104
|
15%
|
944,050
|
16%
|
|||||
Total
gross loans
|
6,316,136
|
100%
|
6,228,563
|
100%
|
5,829,101
|
100%
|
|||||
Less:
Allowance for loan losses
|
(179,273)
|
(144,001)
|
(78,764)
|
||||||||
Net
loans
|
$
6,136,863
|
$
6,084,562
|
$
5,750,337
|
(1)
|
Gross
loan balances at March 31, 2009, December 31, 2008, and March 31, 2008 are
net of unearned income, including net deferred loan fees of $4.8 million,
$4.5 million, and $3.6 million,
respectively.
|
March
31,
|
December
31,
|
March
31,
|
||||
2009
|
2008
|
2008
|
||||
Non-performing
loans:
|
||||||
Non-accrual
loans
|
$
229,537
|
$
145,936
|
$
46,666
|
|||
Loans
90 days or more past due, still accruing interest
|
-
|
-
|
4,218
|
|||
Total
non-performing loans
|
229,537
|
145,936
|
50,884
|
|||
Other
real estate owned
|
2,500
|
4,366
|
1,770
|
|||
Repossessed
vehicles
|
245
|
356
|
225
|
|||
Total
non-performing assets
|
$
232,282
|
$
150,658
|
$
52,879
|
|||
Total
non-performing loans to total loans
|
3.63%
|
2.34%
|
0.87%
|
|||
Allowance
for loan losses to non-performing loans
|
78.10%
|
98.67%
|
154.79%
|
|||
Total
non-performing assets to total assets
|
2.57%
|
1.71%
|
0.65%
|
Commercial
and Lease Loans
|
Construction
Real Estate Loans
|
Commercial
Real Estate Loans
|
Consumer
Loans
|
Total
Loans
|
||||
Number
of Borrowers
|
Amount
|
Number
of Borrowers
|
Amount
|
Number
of Borrowers
|
Amount
|
Amount
|
Amount
|
|
$10.0
million or more
|
-
|
$
-
|
3
|
$
45,807
|
1
|
$
13,625
|
$
-
|
$
59,432
|
$5.0
million to $9.9 million
|
4
|
24,872
|
9
|
60,064
|
-
|
-
|
-
|
84,936
|
$1.5
million to $4.9 million
|
7
|
20,152
|
8
|
31,583
|
2
|
6,103
|
-
|
57,838
|
Under
$1.5 million
|
16
|
4,955
|
9
|
7,002
|
15
|
3,870
|
11,504
|
27,331
|
27
|
$
49,979
|
29
|
$
144,456
|
18
|
$
23,598
|
$
11,504
|
$
229,537
|
|
Percentage
of individual loan category
|
2.23%
|
18.89%
|
1.00%
|
1.22%
|
3.63%
|
Commercial
and Lease Loans
|
Construction
Real Estate Loans
|
Commercial
Real Estate Loans
|
Consumer
Loans
|
Total
Loans
|
||||
Number
of Borrowers
|
Amount
|
Number
of Borrowers
|
Amount
|
Number
of Borrowers
|
Amount
|
Amount
|
Amount
|
|
$10.0
million or more
|
1
|
$
10,851
|
2
|
$
24,595
|
-
|
$
-
|
$
-
|
$
35,446
|
$5.0
million to $9.9 million
|
-
|
-
|
4
|
29,235
|
-
|
-
|
-
|
29,235
|
$1.5
million to $4.9 million
|
-
|
-
|
6
|
22,893
|
7
|
17,917
|
-
|
40,810
|
Under
$1.5 million
|
16
|
9,167
|
16
|
9,324
|
33
|
14,141
|
7,813
|
40,445
|
17
|
$
20,018
|
28
|
$
86,047
|
40
|
$
32,058
|
$ 7,813
|
$
145,936
|
|
Percentage
of individual loan category
|
0.92%
|
11.35%
|
1.36%
|
0.83%
|
2.34%
|
Three
Months Ended
|
||||
March
31,
|
March
31,
|
|||
2009
|
2008
|
|||
Balance
at the beginning of period
|
$
144,001
|
$
65,103
|
||
Provision
for loan losses
|
89,700
|
22,540
|
||
Charge-offs:
|
||||
Commercial
loans
|
(10,548)
|
(4,166)
|
||
Commercial
loans collateralized by assignment
|
||||
of
lease payments (lease loans)
|
(3,420)
|
(182)
|
||
Commercial
real estate
|
(24,189)
|
(3,650)
|
||
Construction
real estate
|
(14,697)
|
(1,135)
|
||
Residential
real estate
|
(178)
|
(26)
|
||
Indirect
vehicle
|
(1,065)
|
(629)
|
||
Home
equity
|
(604)
|
(182)
|
||
Consumer
loans
|
(155)
|
(115)
|
||
Total
charge-offs
|
(54,856)
|
(10,085)
|
||
Recoveries:
|
||||
Commercial
loans
|
31
|
191
|
||
Commercial
loans collateralized by assignment
|
||||
of
lease payments (lease loans)
|
-
|
-
|
||
Commercial
real estate
|
18
|
3
|
||
Construction
real estate
|
250
|
750
|
||
Residential
real estate
|
3
|
6
|
||
Indirect
vehicle
|
111
|
194
|
||
Home
equity
|
11
|
52
|
||
Consumer
loans
|
5
|
10
|
||
Total
recoveries
|
429
|
1,206
|
||
Net
charge-offs, excluding covered assets
|
(54,427)
|
(8,879)
|
||
Net
charge-offs on covered assets
|
(1)
|
-
|
||
Total
net charge-offs
|
(54,428)
|
(8,879)
|
||
Balance
|
$ 179,273
|
$ 78,764
|
||
Total
loans, excluding covered assets and loans held for sale
|
$
6,316,136
|
$ 5,829,101
|
||
Average
loans, excluding covered assets and loans held for sale
|
$
6,275,711
|
$
5,687,646
|
||
Ratio
of allowance for loan losses to total loans, excluding covered
assets
|
||||
and
loans held for sale
|
2.84%
|
1.35%
|
||
Net
loan charge-offs to average loans, excluding covered assets and
loans
|
||||
held
for sale (annualized)
|
3.52%
|
0.63%
|
March
31,
|
December
31,
|
March
31,
|
||||
2009
|
2008
|
2008
|
||||
Direct
finance leases:
|
||||||
Minimum
lease payments
|
$
62,092
|
$
61,239
|
$ 60,833
|
|||
Estimated
unguaranteed residual values
|
7,168
|
7,093
|
6,960
|
|||
Less:
unearned income
|
(7,306)
|
(7,484)
|
(7,687)
|
|||
Direct
finance leases (1)
|
$
61,954
|
$
60,848
|
$
60,106
|
|||
Leveraged
leases:
|
||||||
Minimum
lease payments
|
$
29,561
|
$
30,150
|
$ 35,489
|
|||
Estimated
unguaranteed residual values
|
5,082
|
4,914
|
4,917
|
|||
Less:
unearned income
|
(3,277)
|
(2,804)
|
(3,578)
|
|||
Less:
related non-recourse debt
|
(28,309)
|
(28,437)
|
(33,110)
|
|||
Leveraged
leases (1)
|
$
3,057
|
$
3,823
|
$
3,718
|
|||
Operating
leases:
|
||||||
Equipment,
at cost
|
$
193,330
|
$
196,068
|
$
148,953
|
|||
Less:
accumulated depreciation
|
(75,682)
|
(71,034)
|
(57,278)
|
|||
Lease
investments, net
|
$ 117,648
|
$
125,034
|
$
91,675
|
(1)
|
Direct
finance and leveraged leases are included as commercial loans
collateralized by assignment of lease payments for financial statement
purposes.
|
Residual
Values
|
||||||
Direct
|
||||||
Finance
|
Leveraged
|
Operating
|
||||
End
of initial lease term December 31,
|
Leases
|
Leases
|
Leases
|
Total
|
||
2009
|
$ 1,242
|
$
588
|
$
6,143
|
$ 7,973
|
||
2010
|
1,727
|
2,253
|
6,789
|
10,769
|
||
2011
|
2,524
|
1,441
|
10,926
|
14,891
|
||
2012
|
826
|
662
|
5,219
|
6,707
|
||
2013
|
424
|
138
|
3,174
|
3,736
|
||
2014
& Thereafter
|
425
|
-
|
2,630
|
3,055
|
||
$
7,168
|
$
5,082
|
$
34,881
|
$
47,131
|
At
March 31, 2009
|
At
December 31, 2008
|
At
March 31, 2008
|
||||
Amortized
|
Fair
|
Amortized
|
Fair
|
Amortized
|
Fair
|
|
Cost
|
Value
|
Cost
|
Value
|
Cost
|
Value
|
|
U.S.
Treasury securities
|
$
11,546
|
$
11,545
|
$
-
|
$
-
|
$
-
|
$ -
|
Government
sponsored agencies
|
105,354
|
108,227
|
171,385
|
179,373
|
266,276
|
274,217
|
States
and political subdivisions
|
416,329
|
424,541
|
417,595
|
427,999
|
408,969
|
417,609
|
Mortgage-backed
securities
|
531,547
|
539,953
|
682,692
|
690,285
|
472,482
|
479,383
|
Corporate
bonds
|
31,487
|
30,726
|
34,546
|
34,565
|
10,779
|
11,123
|
Equity
securities
|
3,631
|
3,681
|
3,595
|
3,606
|
3,484
|
3,520
|
Debt
securities issued by foreign governments
|
302
|
302
|
301
|
302
|
301
|
301
|
Total
|
$
1,100,196
|
$
1,118,975
|
$
1,310,114
|
$
1,336,130
|
$
1,162,291
|
$
1,186,153
|
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
|
$
415,228
|
$
240
|
$
936
|
$
-
|
$
416,404
|
|
Investment
securities available for sale
|
192,843
|
200,084
|
520,821
|
270,979
|
1,184,727
|
|
Loans
held for sale
|
18,406
|
-
|
-
|
-
|
18,406
|
|
Loans,
including covered assets
|
3,314,682
|
838,416
|
2,211,147
|
110,239
|
6,474,484
|
|
Total
interest earning assets
|
$
3,941,159
|
$
1,038,740
|
$
2,732,904
|
$
381,218
|
$ 8,094,021
|
|
Interest
Bearing Liabilities:
|
||||||
NOW
and money market deposit accounts
|
$
128,158
|
$
338,481
|
$
1,017,460
|
$
278,242
|
$
1,762,341
|
|
Savings
deposits
|
28,536
|
77,193
|
252,478
|
82,119
|
440,326
|
|
Time
deposits
|
1,439,339
|
1,572,005
|
634,263
|
29,585
|
3,675,192
|
|
Short-term
borrowings
|
131,620
|
174,150
|
148,157
|
20,571
|
474,498
|
|
Long-term
borrowings
|
201,850
|
35,022
|
122,758
|
2,616
|
362,246
|
|
Junior
subordinated notes issued to capital trusts
|
152,065
|
-
|
6,719
|
-
|
158,784
|
|
Total
interest bearing liabilities
|
$
2,081,568
|
$
2,196,851
|
$
2,181,835
|
$
413,133
|
$ 6,873,387
|
|
Rate
sensitive assets (RSA)
|
$
3,941,159
|
$
4,979,899
|
$
7,712,803
|
$
8,094,021
|
$
8,094,021
|
|
Rate
sensitive liabilities (RSL)
|
$
2,081,568
|
$
4,278,419
|
$
6,460,254
|
$
6,873,387
|
$
6,873,387
|
|
Cumulative
GAP (GAP=RSA-RSL)
|
$
1,859,591
|
$
701,480
|
$
1,252,549
|
$
1,220,634
|
$
1,220,634
|
|
RSA/Total
assets
|
43.67%
|
55.18%
|
85.46%
|
89.68%
|
89.68%
|
|
RSL/Total
assets
|
23.06%
|
47.41%
|
71.58%
|
76.16%
|
76.16%
|
|
GAP/Total
assets
|
20.60%
|
7.77%
|
13.88%
|
13.52%
|
13.52%
|
|
GAP/RSA
|
47.18%
|
14.09%
|
16.24%
|
15.08%
|
15.08%
|
Gradual
|
Changes
in Net Interest Income Over Once Year Horizon
|
|||||||
Changes
in
|
At
March 31, 2009
|
At
December 31, 2008
|
||||||
Levels
of
|
Dollar
|
Percentage
|
Dollar
|
Percentage
|
||||
Interest
Rates
|
Change
|
Change
|
Change
|
Change
|
||||
+
2.00%
|
$
1,831
|
0.73%
|
$
8,664
|
3.40%
|
||||
+
1.00%
|
$
57
|
0.02%
|
$
3,328
|
1.30%
|
Number
of Shares
|
Maximum
Number of
|
|||||||
Purchased
as Part
|
Shares
that May Yet Be
|
|||||||
Total
Number of
|
Average
Price
|
Publicly
Announced
|
Purchased
Under the
|
|||||
Shares
Purchased
|
Paid
per Share
|
Plans
or Programs
|
Plans
or Programs
|
|||||
January
1, 2009 - January 31, 2009
|
-
|
-
|
-
|
-
|
||||
February
1, 2009 - February 28, 2009
|
-
|
-
|
-
|
-
|
||||
March
1, 2009 - March 31, 2009
|
-
|
-
|
-
|
-
|
||||
Totals
|
-
|
-
|
MB
FINANCIAL, INC.
|
|||
Date: May 11,
2009
|
By: /s/ Mitchell Feiger
|
||
Mitchell
Feiger
|
|||
President
and Chief Executive Officer
|
|||
(Principal
Executive Officer)
|
|||
Date: May 11,
2009
|
By: /s/ Jill E. York
|
||
Jill
E. York
|
|||
Vice
President and Chief Financial Officer
|
|||
(Principal
Financial and Principal Accounting Officer)
|
|||
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))
|
EXHIBIT
INDEX
|
|
Exhibit
Number
|
Description |
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))
|
10.2
|
Amended
and Restated Employment Agreement between the Registrant and Mitchell
Feiger (incorporated herein by reference to Exhibit 10.2 to the
Registrant’s Annual Report on Form 10-K for the year ended December
31, 2008 (File No. 0-24566-01))
|
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))
|
10.4
|
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. (incorporated herein
by reference to Exhibit 10.4 to the Registrant’s Annual Report on
Form 10-K for the year ended December 31, 2008 (File No.
0-24566-01))
|
10.4B
|
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 (incorporated herein by
reference to Exhibit 10.4B to the Registrant’s Annual Report on Form
10-K for the year ended December 31, 2008 (File No.
0-24566-01))
|
10.5
|
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 (incorporated herein by reference to
Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the
year ended December 31, 2008 (File No. 0-24566-01))
|
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))
|
EXHIBIT INDEX | |
Exhibit Number
|
Description
|
10.8
|
MB
Financial Stock Deferred Compensation Plan (incorporated herein by
reference to Exhibit 10.8 to the Registrant’s Annual Report on Form
10-K for the year ended December 31, 2008 (File No.
0-24566-01))
|
10.9
|
MB
Financial Non-Stock Deferred Compensation Plan (incorporated herein by
reference to Exhibit 10.9 to the Registrant’s Annual Report on Form
10-K for the year ended December 31, 2008 (File No.
0-24566-01))
|
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
|
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))
|
10.15
|
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 (incorporated
herein by reference to Exhibit 10.15 to the Registrant’s Annual
Report on Form 10-K for the year ended December 31, 2008 (File No.
0-24566-01))
|
EXHIBIT INDEX | |
Exhibit Number
|
Description
|
10.15A
|
Tax
Gross Up Agreement between the Registrant and Rosemarie Bouman
(incorporated herein by reference to Exhibit 10.15A to the
Registrant’s Annual Report on Form 10-K for the year ended December
31, 2008 (File No. 0-24566-01))
|
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))
|
10.18A
|
Amendment
to Form of Incentive Stock Option Agreement and Form of Restricted Stock
Agreement for Executive Officers under the Omnibus Incentive Plan
(incorporated herein by reference to Exhibit 10.18A to the
Registrant’s Annual Report on Form 10-K for the year ended December
31, 2008 (File No. 0-24566-01))
|
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))
|
EXHIBIT INDEX | |
Exhibit Number
|
Description
|
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))
|
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))
|
EXHIBIT
INDEX
|
|
Exhibit
Number
|
Description
|
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))
|
Rule
13a – 14(a)/15d – 14(a) Certification (Chief
Executive Officer)*
|
|
Rule
13a – 14(a)/15d – 14(a) Certification (Chief
Financial Officer)*
|
|
|