Financial
Statements
|
||
Consolidated Balance Sheets at June 30, 2008
(Unaudited) and December 31, 2007
|
||
Consolidated Statements of Income for the Three and Six
Months ended June 30, 2008 and 2007 (Unaudited)
|
||
Consolidated Statements of Cash Flows for the Six
Months ended June 30, 2008and
2007 (Unaudited)
|
||
Notes to Consolidated Financial Statements
(Unaudited)
|
8
– 21
|
|
22
– 36
|
||
36
– 39
|
||
39
|
||
40
|
||
41
|
||
41
|
||
41
|
||
42
|
||
June
30,
|
December
31,
|
|||
2008
|
2007
|
|||
ASSETS
|
||||
Cash
and due from banks
|
$
|
164,996
|
$
|
141,248
|
Interest
bearing deposits with banks
|
6,487
|
9,093
|
||
Total cash and cash
equivalents
|
171,483
|
150,341
|
||
Investment
securities
|
||||
Securities
available for sale, at fair value
|
1,322,341
|
1,177,714
|
||
Non-marketable
securities – FHLB and FRB stock
|
63,913
|
63,671
|
||
Total
investment securities
|
1,386,254
|
1,241,385
|
||
Loans
(net of allowance for loan losses of $82,544
at June 30, 2008,
|
||||
and
$65,103 at December 31, 2007)
|
5,918,438
|
5,550,524
|
||
Lease
investments, net
|
113,101
|
97,321
|
||
Premises
and equipment, net
|
185,411
|
183,722
|
||
Cash
surrender value of life insurance
|
119,423
|
116,690
|
||
Goodwill,
net
|
387,069
|
379,047
|
||
Other
intangibles, net
|
27,602
|
25,352
|
||
Other
assets
|
97,811
|
90,321
|
||
Total assets
|
$
|
8,406,592
|
$
|
7,834,703
|
LIABILITIES,
MINORITY INTEREST AND STOCKHOLDERS' EQUITY
|
||||
Liabilities
|
||||
Deposits:
|
||||
Noninterest
bearing
|
$
|
898,954
|
$
|
875,491
|
Interest
bearing
|
5,138,719
|
4,638,292
|
||
Total deposits
|
6,037,673
|
5,513,783
|
||
Short-term
borrowings
|
764,172
|
977,721
|
||
Long-term
borrowings
|
483,625
|
208,865
|
||
Junior
subordinated notes issued to capital trusts
|
158,920
|
159,016
|
||
Accrued
expenses and other liabilities
|
81,321
|
112,949
|
||
Total liabilities
|
7,525,711
|
6,972,334
|
||
Minority
interest
|
2,564
|
-
|
||
Stockholders'
Equity
|
||||
Common
stock, ($0.01 par value; authorized 43,000,000 shares at June
30,
|
||||
shares
at June 30, 2008 and 37,401,023 at December 31, 2007)
|
375
|
374
|
||
Additional
paid-in capital
|
441,914
|
441,201
|
||
Retained
earnings
|
520,595
|
505,260
|
||
Accumulated
other comprehensive income
|
3,515
|
7,597
|
||
2008,
and December 31, 2007, respectively
|
(88,082)
|
(92,063)
|
||
Total stockholders'
equity
|
878,317
|
862,369
|
||
Total liabilities, minority
interest and stockholders' equity
|
$
|
8,406,592
|
$
|
7,834,703
|
Three
months ended
|
Six
months ended
|
|||||||
June
30,
|
June
30,
|
June
30,
|
June
30,
|
|||||
2008
|
2007
|
2008
|
2007
|
|||||
Interest
income:
|
||||||||
Loans
|
$
|
87,458
|
$
|
96,793
|
$
|
181,335
|
$
|
190,726
|
Investment
securities available for sale:
|
||||||||
Taxable
|
10,001
|
13,163
|
19,972
|
27,511
|
||||
Nontaxable
|
3,828
|
3,325
|
7,581
|
6,627
|
||||
Federal
funds sold
|
14
|
67
|
109
|
302
|
||||
Other
interest bearing accounts
|
89
|
49
|
195
|
99
|
||||
Total
interest income
|
101,390
|
113,397
|
209,192
|
225,265
|
||||
Interest
expense:
|
||||||||
Deposits
|
34,309
|
46,337
|
75,158
|
91,790
|
||||
Short-term
borrowings
|
5,351
|
9,390
|
13,218
|
18,008
|
||||
Long-term
borrowings and junior subordinated notes
|
5,657
|
5,316
|
11,280
|
11,216
|
||||
Total
interest expense
|
45,317
|
61,043
|
99,656
|
121,014
|
||||
Net
interest income
|
56,073
|
52,354
|
109,536
|
104,251
|
||||
Provision
for loan losses
|
12,200
|
3,000
|
34,740
|
6,813
|
||||
Net
interest income after provision for loan losses
|
43,873
|
49,354
|
74,796
|
97,438
|
||||
Other
income:
|
||||||||
Loan
service fees
|
2,475
|
1,388
|
4,945
|
2,925
|
||||
Deposit
service fees
|
6,889
|
5,624
|
13,419
|
10,782
|
||||
Lease
financing, net
|
3,969
|
3,744
|
7,836
|
7,740
|
||||
Brokerage
fees
|
1,187
|
3,216
|
2,172
|
5,668
|
||||
Asset
management and trust fees
|
3,589
|
2,666
|
5,809
|
5,856
|
||||
Net
gain (loss) on sale of investment securities
|
1
|
(2,077)
|
1,106
|
(2,101)
|
||||
Increase
in cash surrender value of life insurance
|
1,128
|
1,269
|
2,734
|
2,490
|
||||
Net
gain (loss) on sale of other assets
|
50
|
9,059
|
(256)
|
9,081
|
||||
Merchant
card processing
|
4,644
|
4,045
|
9,174
|
7,923
|
||||
Other
operating income
|
1,635
|
1,786
|
3,165
|
3,300
|
||||
25,567
|
30,720
|
50,104
|
53,664
|
|||||
Other
expense:
|
||||||||
Salaries
and employee benefits
|
29,107
|
26,634
|
55,891
|
51,456
|
||||
Occupancy
and equipment expense
|
6,967
|
7,054
|
14,492
|
14,254
|
||||
Computer
services expense
|
2,030
|
1,857
|
3,946
|
3,674
|
||||
Advertising
and marketing expense
|
1,504
|
1,444
|
2,820
|
2,854
|
||||
Professional
and legal expense
|
803
|
656
|
1,109
|
1,186
|
||||
Brokerage
fee expense
|
470
|
1,582
|
889
|
3,030
|
||||
Telecommunication
expense
|
774
|
689
|
1,536
|
1,370
|
||||
Other
intangibles amortization expense
|
913
|
878
|
1,728
|
1,759
|
||||
Merchant
card processing
|
4,069
|
3,474
|
7,995
|
6,744
|
||||
Charitable
contributions
|
15
|
3,034
|
29
|
3,143
|
||||
Other
operating expenses
|
5,474
|
4,771
|
9,915
|
9,409
|
||||
52,126
|
52,073
|
100,350
|
98,879
|
|||||
Income
before income taxes
|
17,314
|
28,001
|
24,550
|
52,223
|
||||
Income
tax (benefit) expense
|
(4,693)
|
8,394
|
(3,281)
|
15,437
|
||||
Income
from continuing operations
|
$
|
22,007
|
$
|
19,607
|
$
|
27,831
|
$
|
36,786
|
Discontinued
operations
|
||||||||
Income
from discontinued operations before income taxes
|
-
|
1,803
|
-
|
3,232
|
||||
Income
taxes
|
-
|
369
|
-
|
856
|
||||
Income
from discontinued operations
|
-
|
1,434
|
-
|
2,376
|
||||
Net
income
|
$
|
22,007
|
$
|
21,041
|
$
|
27,831
|
$
|
39,162
|
Three
months ended
|
Six
months ended
|
|||||||
June
30,
|
June
30,
|
June
30,
|
June
30,
|
|||||
2008
|
2007
|
2008
|
2007
|
|||||
Common
share data:
|
||||||||
Basic
earnings per common share from continuing operations
|
$
|
0.63
|
$
|
0.54
|
$
|
0.80
|
$
|
1.01
|
Basic
earnings per common share from discontinued operations
|
-
|
0.04
|
-
|
0.06
|
||||
Basic
earnings per common share
|
$
|
0.63
|
$
|
0.58
|
$
|
0.80
|
$
|
1.07
|
Diluted
earnings per common share from continuing operations
|
$
|
0.63
|
$
|
0.53
|
$
|
0.79
|
$
|
1.00
|
Diluted
earnings per common share from discontinued operations
|
-
|
0.04
|
-
|
0.06
|
||||
Diluted
earnings per common share
|
$
|
0.63
|
$
|
0.57
|
$
|
0.79
|
$
|
1.06
|
Weighted
average common shares outstanding
|
34,692,571
|
36,239,731
|
34,656,503
|
36,433,948
|
||||
Diluted
weighted average common shares outstanding
|
35,047,596
|
36,744,473
|
35,043,849
|
36,958,570
|
Six
months ended
|
||||
June
30,
|
June
30,
|
|||
2008
|
2007
|
|||
Cash
Flows From Continuing Operating Activities:
|
||||
Net
income
|
$
|
27,831
|
$
|
39,162
|
Net
income from discontinued operations
|
-
|
(2,376)
|
||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||
Depreciation
on premises and equipment
|
5,780
|
5,597
|
||
Depreciation
on leased equipment
|
14,575
|
12,660
|
||
Amortization
of restricted stock awards
|
1,075
|
899
|
||
Compensation
expense for stock option grants
|
1,196
|
1,345
|
||
Loss
(gain) on sales of premises and equipment, leased equipment and other
assets
|
95
|
(10,681)
|
||
Amortization
of other intangibles
|
1,728
|
1,759
|
||
Provision
for loan losses
|
34,740
|
6,813
|
||
Deferred
income tax benefit
|
(15,054)
|
(5,316)
|
||
Amortization
of premiums and discounts on investment securities, net
|
1,475
|
1,076
|
||
Accretion
of premiums and discounts on loans, net
|
(1,043)
|
(1,931)
|
||
Net
(gain) loss on sale of investment securities available for
sale
|
(1,106)
|
2,101
|
||
Proceeds
from sale of loans held for sale
|
30,630
|
35,173
|
||
Origination
of loans held for sale
|
(30,286)
|
(34,691)
|
||
Net
gains on sale of loans held for sale
|
(344)
|
(482)
|
||
Increase
in cash surrender value of life insurance
|
(2,734)
|
(2,490)
|
||
Decrease
(Increase) in other assets
|
(7,480)
|
16,045
|
||
Increase
(decrease) in other liabilities, net
|
(15,734)
|
3,351
|
||
Net cash provided by continuing
operating activities
|
45,344
|
68,014
|
||
Cash
Flows From Continuing Investing Activities:
|
||||
Proceeds
from sales of investment securities available for sale
|
9,579
|
127,279
|
||
Proceeds
from maturities and calls of investment securities available for
sale
|
144,644
|
276,493
|
||
Purchase
of investment securities available for sale
|
(305,859)
|
(174,091)
|
||
Net
increase in loans
|
(401,610)
|
(222,818)
|
||
Purchases
of premises and equipment
|
(7,462)
|
(11,552)
|
||
Purchases
of leased equipment
|
(30,997)
|
(16,157)
|
||
Proceeds
from sales of premises and equipment
|
42
|
21,017
|
||
Proceeds
from sales leased equipment
|
1,299
|
5,324
|
||
Cash
paid, net of cash and cash equivalents in acquisitions
|
(9,333)
|
-
|
||
Principal
paid on lease investments
|
(496)
|
(321)
|
||
Net (used in) cash provided by
continuing investing activities
|
(600,193)
|
5,174
|
||
Cash
Flows From Continuing Financing Activities:
|
||||
Net increase
(decrease) in deposits
|
523,890
|
(57,309)
|
||
Net
(decrease) increase in short-term borrowings
|
(213,549)
|
21,648
|
||
Proceeds
from long-term borrowings
|
278,743
|
21,614
|
||
Principal
paid on long-term borrowings
|
(3,982)
|
(8,172)
|
||
Treasury
stock transactions, net
|
(48)
|
(31,381)
|
||
Stock
options exercised
|
2,473
|
2,922
|
||
Excess
tax benefits from share-based payment arrangements
|
961
|
471
|
||
Dividends
paid on common stock
|
(12,497)
|
(13,156)
|
||
Net cash provided by (used in)
continuing financing activities
|
575,991
|
(63,363)
|
||
Net
increase in cash and cash equivalents from continuing
operations
|
$
|
21,142
|
$
|
9,825
|
Cash
Flows From Discontinued Operations
|
||||
Net
cash provided by operating activities of discontinued
operations
|
-
|
2,165
|
||
Net
cash provided by (used in) investing activities of discontinued
operations
|
-
|
20,731
|
||
Net
cash (used in) provided by financing activities of discontinued
operations
|
-
|
(19,023)
|
||
Net cash provided by
discontinued operations
|
-
|
3,873
|
||
Net
increase in cash and cash equivalents
|
$
|
21,142
|
$
|
13,698
|
Cash
and cash equivalents:
|
||||
Beginning
of period (1)
|
150,341
|
160,050
|
||
End
of period (2)
|
$
|
171,483
|
$
|
173,748
|
(1)
Includes balances from discontinued operations
|
$
|
-
|
$
|
12,757
|
(2)
Includes balances from discontinued operations
|
$
|
-
|
$
|
16,630
|
MB
FINANCIAL, INC. & SUBSIDIARIES
|
||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS (Continued)
|
||||
(Amounts
in thousands)
|
||||
(Unaudited)
|
||||
Six
months ended
|
||||
June
30,
|
June
30,
|
|||
2008
|
2007
|
|||
Supplemental
Disclosures of Cash Flow Information:
|
||||
Cash
payments from continuing operations for:
|
||||
Interest
paid to depositors and other borrowed funds
|
$
|
101,911
|
$
|
122,885
|
Income
tax paid, net
|
10,453
|
10,357
|
||
Supplemental
Schedule of Noncash Investing Activities from continuing
operations:
|
||||
Loans
transferred to other real estate owned
|
$
|
1,141
|
$
|
129
|
Loans
transferred to repossessed vehicles
|
713
|
353
|
||
Long-term
borrowings reclassified to short-term borrowings
|
-
|
73,001
|
||
Three
months ended
|
Six
months ended
|
|||
June
30,
|
June
30,
|
|||
2007
|
2007
|
|||
Interest
income
|
$
|
6,562
|
$
|
12,784
|
Interest
expense
|
3,124
|
5,966
|
||
Net
interest income
|
3,438
|
6,818
|
||
Provision
for loan losses
|
63
|
250
|
||
Net
interest income after provision for loans losses
|
3,375
|
6,568
|
||
Other
income
|
402
|
762
|
||
Other
expenses
|
1,974
|
4,098
|
||
Income
before income taxes
|
1,803
|
3,232
|
||
Applicable
income taxes
|
369
|
856
|
||
Income
from discontinued operations
|
$
|
1,434
|
$
|
2,376
|
Three
months ended
|
Six
months ended
|
|||||||
June
30,
|
June
30,
|
June
30,
|
June
30,
|
|||||
2008
|
2007
|
2008
|
2007
|
|||||
Net
income from continuing operations
|
$
|
22,007
|
$
|
19,607
|
$
|
27,831
|
$
|
36,786
|
Net
income from discontinued operations
|
-
|
1,434
|
-
|
2,376
|
||||
Net
income
|
$
|
22,007
|
$
|
21,041
|
$
|
27,831
|
$
|
39,162
|
Unrealized
holding losses on investment securities, net of tax
|
(11,995)
|
(9,672)
|
(3,363)
|
(5,806)
|
||||
Reclassification
adjustments for (gains) losses included in net income, net of
tax
|
(1)
|
1,354
|
(719)
|
1,380
|
||||
Other
comprehensive loss, net of tax
|
(11,996)
|
(8,318)
|
(4,082)
|
(4,426)
|
||||
Comprehensive
income
|
$
|
10,011
|
$
|
12,723
|
$
|
23,749
|
$
|
34,736
|
June
30,
|
December
31,
|
|||
2008
|
2007
|
|||
Impaired
loans for which there were specific related allowance for loan
losses
|
$
|
84,385
|
$
|
18,398
|
Other
impaired loans
|
-
|
564
|
||
Total
impaired loans
|
$
|
84,385
|
$
|
18,962
|
Related
allowance for loan losses
|
22,089
|
5,960
|
Three
months ended
|
Six
months ended
|
|||||||
June
30,
|
June
30,
|
June
30,
|
June
30,
|
|||||
2008
|
2007
|
2008
|
2007
|
|||||
Balance
at beginning of period
|
$
|
78,764
|
$
|
58,705
|
$
|
65,103
|
$
|
58,983
|
Provision
for loan losses
|
12,200
|
3,000
|
34,740
|
6,813
|
||||
Charge-offs
|
(8,991)
|
(4,046)
|
(19,077)
|
(8,400)
|
||||
Recoveries
|
571
|
1,399
|
1,778
|
1,662
|
||||
Balance
at June 30,
|
$
|
82,544
|
$
|
59,058
|
$
|
82,544
|
$
|
59,058
|
June
30,
|
December
31,
|
|||
2008
|
2007
|
|||
Balance
at beginning of period
|
$
|
379,047
|
$
|
379,047
|
Goodwill
from business combinations
|
8,022
|
-
|
||
Balance
at end of period
|
$
|
387,069
|
$
|
379,047
|
Amount
|
||
Year
ending December 31,
|
||
2008
|
$
|
1,924
|
2009
|
3,493
|
|
2010
|
3,283
|
|
2011
|
2,953
|
|
2012
|
2,744
|
|
Thereafter
|
13,205
|
|
$
|
27,602
|
·
|
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.
|
Three
months ended
|
Six
months ended
|
||||||||||
June
30,
|
June
30,
|
||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||
Total
cost of share-based payment plans during the year
|
$
|
1,256
|
$
|
1,121
|
$
|
2,271
|
$
|
2,244
|
|||
Amount
of related income tax benefit recognized in income
|
$
|
420
|
$
|
392
|
$
|
767
|
$
|
785
|
Weighted
|
|||||||||
Average
|
|||||||||
Weighted
|
Remaining
|
Aggregate
|
|||||||
Average
|
Contractual
|
Intrinsic
|
|||||||
Number
of
|
Exercise
|
Term
|
Value
|
||||||
Options
|
Price
|
(In
Years)
|
(in
millions)
|
||||||
Options
outstanding as of December 31, 2007
|
2,625,051
|
$29.59
|
|||||||
Granted
|
918,513
|
$25.56
|
|||||||
Exercised
|
(118,417)
|
$16.55
|
|||||||
Expired
or cancelled
|
(17,362)
|
$33.01
|
|||||||
Forfeited
|
(36,565)
|
$35.75
|
|||||||
Options
outstanding as of June 30, 2008
|
3,371,220
|
$28.86
|
6.96
|
$ 3.6
|
|||||
Options
exercisable as of June 30, 2008
|
1,267,426
|
$23.83
|
3.77
|
$ 3.6
|
June
30,
|
|||
2008
|
|||
Expected
volatility
|
18.83
|
%
|
|
Risk
free interest rate
|
3.65
|
%
|
|
Dividend
yield
|
2.96
|
%
|
|
Expected
life
|
6
years
|
||
Weighted
average fair value per option of options granted during the
period
|
$ 3.82
|
Number
of
|
Weighted
Average
|
||||
Shares
|
Grant
Date Fair Value
|
||||
Shares
Outstanding at December 31, 2007
|
134,722
|
$
|
35.74
|
||
Granted
|
132,936
|
25.97
|
|||
Vested
|
(5,132)
|
35.55
|
|||
Cancelled
|
(8,019)
|
34.33
|
|||
Shares
Outstanding at June 30, 2008
|
254,507
|
$
|
30.68
|
June
30,
|
December
31,
|
|||||||||||
2008
|
2007
|
|||||||||||
Weighted
|
Weighted
|
|||||||||||
Average
|
Average
|
|||||||||||
Interest
Rate
|
Amount
|
Interest
Rate
|
Amount
|
|||||||||
Federal
funds purchased
|
2.38
|
%
|
$
|
50,000
|
3.86
|
%
|
$
|
170,000
|
||||
Federal
Reserve Term Auction Funds
|
2.31
|
150,000
|
-
|
|||||||||
Assets
under agreements to repurchase:
|
||||||||||||
Customer
repurchase agreements
|
1.38
|
312,169
|
3.02
|
367,702
|
||||||||
Correspondent
bank line of credit of $30 million
|
3.18
|
10,000
|
-
|
-
|
||||||||
Federal
Home Loan Bank advances
|
3.13
|
242,003
|
5.05
|
440,019
|
||||||||
2.21
|
%
|
$
|
764,172
|
4.08
|
%
|
$
|
977,721
|
Amount
|
||
Year
ending December 31,
|
||
2008
|
$
|
21,308
|
2009
|
42,358
|
|
2010
|
141,880
|
|
2011
|
41,052
|
|
2012
|
33,842
|
|
Thereafter
|
203,185
|
|
$
|
483,625
|
Coal City
Capital
Trust I
|
MB
Financial
Capital
Trust II
|
MB
Financial
Capital
Trust III
|
MB
Financial
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
Capital
Trust V
|
MB
Financial
Capital
Trust VI
|
FOBB
(2)
Capital
Trust I
|
FOBB
(2)
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
|
December
15, 2012
|
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
$669 thousand associated with FOBB Capital Trust I and
III.
|
June
30, 2008
|
December
31, 2007
|
||||||
Weighted-Average
|
|||||||
Notional
Amount
|
Estimated
Fair Value
|
Years
to Maturity
|
Receive
Rate
|
Pay
Rate
|
Notional
Amount
|
Estimated
Fair Value
|
|
Derivative
instruments designated as hedges of fair value:
|
|||||||
Pay
fixed/receive variable swaps (1)
|
$ 13,630
|
$ (51)
|
5.0
|
4.58%
|
6.20%
|
$ 14,320
|
$ (23)
|
Pay
variable/receive fixed swaps (2)
|
103,102
|
(226)
|
6.9
|
4.89%
|
2.94%
|
151,706
|
(1,245)
|
Non-hedging
derivative instruments (3):
|
|||||||
Pay
fixed/receive variable swaps
|
140,482
|
(4,590)
|
5.9
|
4.08%
|
6.37%
|
119,223
|
(4,431)
|
Pay
variable/receive fixed swaps
|
143,880
|
4,577
|
6.2
|
6.38%
|
4.07%
|
127,517
|
4,340
|
Total
portfolio swaps
|
$
401,094
|
$ (290)
|
6.2
|
5.13%
|
4.66%
|
$
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.
|
Contract
Amount
|
|||||
June
30,
|
December
31,
|
||||
2008
|
2007
|
||||
Commitments
to extend credit:
|
|||||
Home
equity lines
|
$
|
398,442
|
$
|
402,355
|
|
Other
commitments
|
1,277,931
|
1,615,356
|
|||
Letters
of credit:
|
|||||
Standby
|
116,103
|
132,843
|
|||
Commercial
|
59,755
|
56,136
|
Fair
Value Measurements at June 30, 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
|
$ 1,322,341
|
$ 3,480
|
$ 1,318,861
|
-
|
Assets
held in trust for deferred compensation
|
7,170
|
7,170
|
-
|
-
|
Derivative
financial instruments
|
4,577
|
-
|
4,577
|
-
|
Financial
liabilities
|
||||
Other
liabilities (1)
|
7,170
|
7,170
|
-
|
-
|
Derivative
financial instruments
|
4,867
|
-
|
4,867
|
-
|
(1)
|
Liabilities
associated with assets held in trust for deferred
compensation.
|
Fair
Value Measurements at June 30, 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
|
$ 62,296
|
-
|
-
|
$62,296
|
Three
Months Ended June 30,
|
|||||||||||||||
2008
|
2007
|
||||||||||||||
Average
|
Yield/
|
Average
|
Yield/
|
||||||||||||
Balance
|
Interest
|
Rate
|
Balance
|
Interest
|
Rate
|
||||||||||
Interest
Earning Assets:
|
|||||||||||||||
Loans
(1) (2)
|
$
|
5,861,356
|
$
|
86,674
|
5.95
|
%
|
$
|
5,092,129
|
$
|
96,701
|
7.62
|
%
|
|||
Loans
exempt from federal income taxes (3)
|
65,880
|
1,206
|
7.24
|
7,693
|
142
|
7.30
|
|||||||||
Taxable
investment securities
|
886,736
|
10,001
|
4.51
|
1,088,104
|
13,163
|
4.84
|
|||||||||
Investment
securities exempt from federal income taxes (3)
|
409,389
|
5,889
|
5.69
|
358,761
|
5,115
|
5.64
|
|||||||||
Federal
funds sold
|
2,912
|
14
|
1.90
|
5,099
|
67
|
5.20
|
|||||||||
Other
interest bearing deposits
|
18,345
|
89
|
1.95
|
6,245
|
49
|
3.15
|
|||||||||
Total
interest earning assets
|
7,244,618
|
103,873
|
5.77
|
6,558,031
|
115,237
|
7.05
|
|||||||||
Assets
available for sale
|
-
|
399,584
|
|||||||||||||
Non-interest
earning assets
|
933,310
|
931,340
|
|||||||||||||
Total
assets
|
$
|
8,177,928
|
7,888,955
|
||||||||||||
Interest
Bearing Liabilities:
|
|||||||||||||||
Deposits:
|
|||||||||||||||
NOW
and money market deposit accounts
|
$
|
1,226,903
|
$
|
4,762
|
1.56
|
%
|
$
|
1,181,417
|
$
|
9,293
|
3.16
|
%
|
|||
Savings
deposits
|
391,683
|
269
|
0.28
|
438,093
|
813
|
0.74
|
|||||||||
Time
deposits
|
3,281,254
|
29,278
|
3.59
|
2,980,418
|
36,231
|
4.88
|
|||||||||
Short-term
borrowings
|
824,670
|
5,351
|
2.61
|
793,983
|
9,390
|
4.74
|
|||||||||
Long-term
borrowings and junior subordinated notes
|
587,940
|
5,657
|
3.81
|
353,081
|
5,316
|
5.96
|
|||||||||
Total
interest bearing liabilities
|
6,312,450
|
45,317
|
2.89
|
5,746,992
|
61,043
|
4.26
|
|||||||||
Non-interest
bearing deposits
|
905,201
|
848,459
|
|||||||||||||
Liabilities
held for sale
|
-
|
368,892
|
|||||||||||||
Other
non-interest bearing liabilities
|
84,641
|
74,796
|
|||||||||||||
Stockholders’
equity
|
875,636
|
849,816
|
|||||||||||||
Total
liabilities and stockholders’ equity
|
$
|
8,177,928
|
$
|
7,888,955
|
|||||||||||
Net
interest income/interest rate spread (4)
|
$
|
58,556
|
2.88
|
%
|
$
|
54,194
|
2.79
|
%
|
|||||||
Taxable
equivalent adjustment
|
2,483
|
1,840
|
|||||||||||||
Net
interest income, as reported
|
$
|
56,073
|
$
|
52,354
|
|||||||||||
Net
interest margin (5)
|
3.11
|
%
|
3.20
|
%
|
|||||||||||
Tax
equivalent effect
|
0.14
|
%
|
0.11
|
%
|
|||||||||||
Net
interest margin on a fully tax equivalent basis (5)
|
3.25
|
%
|
3.31
|
%
|
(1)
|
Non-accrual
loans are included in average
loans.
|
(2)
|
Interest
income includes amortization of deferred loan origination fees of $1.5
million and $1.8 million for the three months ended June 30, 2008 and
2007, 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.
|
Six
Months Ended June 30,
|
|||||||||||||||
2008
|
2007
|
||||||||||||||
Average
|
Yield/
|
Average
|
Yield/
|
||||||||||||
Balance
|
Interest
|
Rate
|
Balance
|
Interest
|
Rate
|
||||||||||
Interest
Earning Assets:
|
|||||||||||||||
Loans
(1) (2)
|
$
|
5,760,844
|
$
|
180,209
|
6.29
|
%
|
$
|
5,033,713
|
$
|
190,416
|
7.63
|
%
|
|||
Loans
exempt from federal income taxes (3)
|
46,596
|
1,732
|
7.35
|
11,410
|
478
|
8.33
|
|||||||||
Taxable
investment securities
|
853,290
|
19,972
|
4.68
|
1,135,660
|
27,511
|
4.84
|
|||||||||
Investment
securities exempt from federal income taxes (3)
|
405,298
|
11,663
|
5.69
|
359,384
|
10,195
|
5.64
|
|||||||||
Federal
funds sold
|
9,066
|
109
|
2.38
|
11,515
|
302
|
5.22
|
|||||||||
Other
interest bearing deposits
|
16,867
|
195
|
2.32
|
6,412
|
99
|
3.11
|
|||||||||
Total
interest earning assets
|
7,091,961
|
213,880
|
6.06
|
6,558,094
|
229,001
|
7.04
|
|||||||||
Assets
held for sale
|
-
|
393,784
|
|||||||||||||
Non-interest
earning assets
|
929,412
|
932,504
|
|||||||||||||
Total
assets
|
$
|
8,021,373
|
$
|
7,884,382
|
|||||||||||
Interest
Bearing Liabilities:
|
|||||||||||||||
Deposits:
|
|||||||||||||||
NOW
and money market deposit accounts
|
$
|
1,230,934
|
$
|
11,365
|
1.86
|
%
|
1,126,142
|
$
|
17,023
|
3.05
|
%
|
||||
Savings
deposits
|
390,319
|
712
|
0.37
|
448,543
|
1,677
|
0.75
|
|||||||||
Time
deposits
|
3,149,729
|
63,081
|
4.03
|
3,026,265
|
73,090
|
4.87
|
|||||||||
Short-term
borrowings
|
882,208
|
13,218
|
3.01
|
769,463
|
18,008
|
4.72
|
|||||||||
Long-term
borrowings and junior subordinated notes
|
524,497
|
11,280
|
4.25
|
373,816
|
11,216
|
5.97
|
|||||||||
Total
interest bearing liabilities
|
6,177,687
|
99,656
|
3.24
|
5,744,229
|
121,014
|
4.25
|
|||||||||
Non-interest
bearing deposits
|
872,294
|
853,771
|
|||||||||||||
Liabilities
held for sale
|
-
|
362,630
|
|||||||||||||
Other
non-interest bearing liabilities
|
94,046
|
72,957
|
|||||||||||||
Stockholders’
equity
|
877,346
|
850,795
|
|||||||||||||
Total
liabilities and stockholders’ equity
|
$
|
8,021,373
|
$
|
7,884,382
|
|||||||||||
Net
interest income/interest rate spread (4)
|
$
|
114,224
|
2.82
|
%
|
$
|
107,987
|
2.79
|
%
|
|||||||
Taxable
equivalent adjustment
|
4,688
|
3,736
|
|||||||||||||
Net
interest income, as reported
|
$
|
109,536
|
$
|
104,251
|
|||||||||||
Net
interest margin (5)
|
3.11
|
%
|
3.21
|
%
|
|||||||||||
Tax
equivalent effect
|
0.13
|
%
|
0.11
|
%
|
|||||||||||
Net
interest margin on a fully tax equivalent basis (5)
|
3.24
|
%
|
3.32
|
%
|
(1)
|
Non-accrual
loans are included in average
loans.
|
(2)
|
Interest
income includes amortization of deferred loan origination fees of $3.5 for
the six months ended June 30, 2008 and
2007.
|
(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.
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||||||||||||||||||||
June
30, 2008
|
June
30, 2008
|
|||||||||||||||||||||||||||||||||
Compared
to June 30, 2007
|
Compared
to June 30, 2007
|
|||||||||||||||||||||||||||||||||
Change
|
Change
|
|||||||||||||||||||||||||||||||||
Due
to
|
Due
to
|
Total
|
Due
to
|
Due
to
|
Total
|
|||||||||||||||||||||||||||||
Volume
|
Rate
|
Change
|
Volume
|
Rate
|
Change
|
|||||||||||||||||||||||||||||
Interest
Earning Assets:
|
||||||||||||||||||||||||||||||||||
Loans
|
$
|
13,096
|
$
|
(23,123)
|
$
|
(10,027)
|
$
|
25,485
|
$
|
(35,692)
|
$
|
(10,207)
|
||||||||||||||||||||||
Loans
exempt from federal income taxes (1)
|
1,065
|
(1)
|
1,064
|
1,315
|
(61)
|
1,254
|
||||||||||||||||||||||||||||
Taxable
investment securities
|
(2,339)
|
(823)
|
(3,162)
|
(6,575)
|
(964)
|
(7,539)
|
||||||||||||||||||||||||||||
Investment
securities exempt from federal Income taxes (1)
|
714
|
60
|
774
|
1,346
|
122
|
1,468
|
||||||||||||||||||||||||||||
Federal
funds sold
|
(22)
|
(31)
|
(53)
|
(55)
|
(138)
|
(193)
|
||||||||||||||||||||||||||||
Other
interest bearing deposits
|
65
|
(25)
|
40
|
126
|
(30)
|
96
|
||||||||||||||||||||||||||||
Total
increase (decrease) in interest income
|
12,579
|
(23,943)
|
(11,364)
|
21,642
|
(36,763)
|
(15,121)
|
||||||||||||||||||||||||||||
Interest
Bearing Liabilities:
|
||||||||||||||||||||||||||||||||||
NOW
and money market deposit accounts
|
341
|
(4,872)
|
(4,531)
|
1,479
|
(7,137)
|
(5,658)
|
||||||||||||||||||||||||||||
Savings
deposits
|
(78)
|
(466)
|
(544)
|
(195)
|
(770)
|
(965)
|
||||||||||||||||||||||||||||
Time
deposits
|
3,353
|
(10,306)
|
(6,953)
|
2,931
|
(12,940)
|
(10,009)
|
||||||||||||||||||||||||||||
Short-term
borrowings
|
347
|
(4,386)
|
(4,039)
|
2,384
|
(7,174)
|
(4,790)
|
||||||||||||||||||||||||||||
Long-term
borrowings and junior subordinated notes
|
2,695
|
(2,354)
|
341
|
3,795
|
(3,731)
|
64
|
||||||||||||||||||||||||||||
Total
increase (decrease) in interest expense
|
6,658
|
(22,384)
|
(15,726)
|
10,394
|
(31,752)
|
(21,358)
|
||||||||||||||||||||||||||||
Increase
(decrease) in net interest income
|
$
|
5,921
|
$
|
(1,559)
|
$
|
4,362
|
$
|
11,248
|
$
|
(5,011)
|
$
|
6,237
|
(1)
|
Non-taxable
loan and investment income is presented on a fully tax equivalent basis
assuming a 35% tax rate.
|
June
30,
|
December
31,
|
June
30,
|
||||||||||||
2008
|
2007
|
2007
|
||||||||||||
Amount
|
%
of Total
|
Amount
|
%
of Total
|
Amount
|
%
of Total
|
|||||||||
Commercial
related credits:
|
||||||||||||||
Commercial
loans
|
$
|
1,450,822
|
25
|
%
|
$
|
1,323,455
|
24
|
%
|
$
|
1,161,268
|
22
|
%
|
||
Commercial
loans collateralized by
assignment
of lease payments (lease loans)
|
596,148
|
10
|
%
|
553,138
|
10
|
%
|
437,581
|
8
|
%
|
|||||
Commercial
real estate
|
2,234,848
|
37
|
%
|
1,994,312
|
36
|
%
|
1,819,388
|
36
|
%
|
|||||
Construction
real estate
|
795,506
|
13
|
%
|
825,216
|
14
|
%
|
884,560
|
17
|
%
|
|||||
Total
commercial related credits
|
5,077,324
|
85
|
%
|
4,696,121
|
84
|
%
|
4,302,797
|
83
|
%
|
|||||
Other
loans:
|
||||||||||||||
Residential
real estate
|
328,469
|
5
|
%
|
372,787
|
6
|
%
|
354,763
|
6
|
%
|
|||||
Indirect
vehicle
|
185,083
|
3
|
%
|
146,311
|
3
|
%
|
131,308
|
3
|
%
|
|||||
Home
equity
|
356,314
|
6
|
%
|
347,676
|
6
|
%
|
348,336
|
7
|
%
|
|||||
Consumer
loans
|
53,792
|
1
|
%
|
52,732
|
1
|
%
|
52,302
|
1
|
%
|
|||||
Total
other loans
|
923,658
|
15
|
%
|
919,506
|
16
|
%
|
886,709
|
17
|
%
|
|||||
Gross
loans (1)
|
6,000,982
|
100
|
%
|
5,615,627
|
100
|
%
|
5,189,506
|
100
|
%
|
|||||
Allowance
for loan losses
|
(82,544)
|
(65,103)
|
(59,058)
|
|||||||||||
Net
loans
|
$
|
5,918,438
|
$
|
5,550,524
|
$
|
5,130,448
|
(1)
|
Gross
loan balances at June 30, 2008, December 31, 2007, and June 30, 2007 are
net of unearned income, including net deferred loan fees of $4.2 million,
$3.7 million, and $2.9 million,
respectively.
|
(2)
|
During
the third quarter of 2007, multifamily residential real estate loans were
reclassified from residential real estate loans to commercial real estate
loans. Prior periods have been reclassified to conform to the
current period’s presentation.
|
June
30,
|
December
31,
|
June
30,
|
|||||||||
2008
|
2007
|
2007
|
|||||||||
Non-performing
loans:
|
|||||||||||
Non-accrual
loans
|
$
|
91,972
|
$
|
24,459
|
$
|
21,799
|
|||||
Loans
90 days or more past due, still accruing interest
|
1,627
|
-
|
-
|
||||||||
Total
non-performing loans
|
24,459
|
21,799
|
|||||||||
Other
real estate owned
|
1,499
|
1,120
|
111
|
||||||||
Repossessed
vehicles
|
81
|
179
|
188
|
||||||||
Total
non-performing assets
|
$
|
$
|
25,758
|
$
|
22,098
|
||||||
Total
non-performing loans to total loans
|
1.56
|
%
|
0.44
|
%
|
0.42
|
%
|
|||||
Allowance
for loan losses to non-performing loans
|
88.19
|
%
|
266.17
|
%
|
270.92
|
%
|
|||||
Total
non-performing assets to total assets
|
1.13
|
%
|
0.33
|
%
|
0.28
|
%
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||||
June
30,
|
June
30,
|
June
30,
|
June
30,
|
||||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||||||
Balance
at beginning of period
|
$
|
78,764
|
$
|
58,705
|
$
|
65,103
|
$
|
58,983
|
|||||||
Provision
for loan losses
|
12,200
|
3,000
|
34,740
|
6,813
|
|||||||||||
Charge-offs
|
(8,991)
|
(4,046)
|
(19,077)
|
(8,400)
|
|||||||||||
Recoveries
|
571
|
1,399
|
1,778
|
1,662
|
|||||||||||
Balance
|
$
|
82,544
|
$
|
59,058
|
$
|
82,544
|
$
|
59,058
|
|||||||
Total
loans
|
$
|
6,000,982
|
$
|
5,189,506
|
$
|
6,000,892
|
$
|
5,189,506
|
|||||||
Average
loans
|
$
|
5,927,236
|
$
|
5,099,822
|
$
|
5,807,440
|
$
|
5,045,123
|
|||||||
Ratio
of allowance for loan losses to total loans
|
1.38%
|
1.14%
|
1.38%
|
1.14%
|
|||||||||||
Net
loan charge-offs to average loans (annualized)
|
0.57%
|
0.21%
|
0.60%
|
0.27%
|
June
30,
|
December
31,
|
June
30,
|
|||||||
2008
|
2007
|
2007
|
|||||||
Direct
finance leases:
|
|||||||||
Minimum
lease payments
|
$
|
57,395
|
$
|
52,150
|
$
|
41,089
|
|||
Estimated
unguaranteed residual values
|
6,916
|
6,029
|
5,589
|
||||||
Less:
unearned income
|
(7,040)
|
(6,675)
|
(4,447)
|
||||||
Direct
finance leases (1)
|
$
|
57,271
|
$
|
51,504
|
$
|
42,231
|
|||
Leveraged
leases:
|
|||||||||
Minimum
lease payments
|
$
|
36,464
|
$
|
34,172
|
$
|
30,969
|
|||
Estimated
unguaranteed residual values
|
5,030
|
4,830
|
4,048
|
||||||
Less:
unearned income
|
(3,556)
|
(3,547)
|
(2,856)
|
||||||
Less:
related non-recourse debt
|
(34,075)
|
(31,755)
|
(28,696)
|
||||||
Leveraged
leases (1)
|
$
|
3,863
|
$
|
3,700
|
$
|
3,465
|
|||
Operating
leases:
|
|||||||||
Equipment,
at cost
|
$
|
174,560
|
$
|
151,663
|
$
|
141,374
|
|||
Less
accumulated depreciation
|
(61,459)
|
(54,342)
|
(61,021)
|
||||||
Lease
investments, net
|
$
|
113,101
|
$
|
97,321
|
$
|
80,353
|
|
(1)
|
Direct
finance and leveraged leases are included as commercial loans
collateralized by assignment of lease payments for financial statement
purposes.
|
Residual
Values
|
|||||||||||
End
of initial lease term December 31,
|
Direct
Finance Leases
|
Leveraged
Leases
|
Operating
Leases
|
Total
|
|||||||
2008
|
$
|
1,134
|
$
|
205
|
$
|
3,046
|
$
|
4,385
|
|||
2009
|
1,368
|
875
|
5,479
|
7,722
|
|||||||
2010
|
1,752
|
2,507
|
6,080
|
10,339
|
|||||||
2011
|
1,761
|
1,273
|
8,532
|
11,566
|
|||||||
2012
|
273
|
102
|
4,666
|
5,041
|
|||||||
2013
and thereafter
|
628
|
68
|
2,680
|
3,376
|
|||||||
$
|
6,916
|
$
|
5,030
|
$
|
30,483
|
$
|
42,429
|
At
June 30, 2008
|
At
December 31, 2007
|
At
June 30, 2007
|
||||||||||
Amortized
|
Fair
|
Amortized
|
Fair
|
Amortized
|
Fair
|
|||||||
Cost
|
Value
|
Cost
|
Value
|
Cost
|
Value
|
|||||||
U.S.
Treasury securities
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,290
|
$
|
1,274
|
U.S.
Government agencies
|
266,418
|
269,947
|
305,768
|
310,538
|
417,647
|
414,620
|
||||||
States
and political subdivisions
|
432,780
|
431,882
|
407,973
|
412,302
|
392,378
|
386,040
|
||||||
Mortgage-backed
securities
|
606,150
|
608,737
|
435,743
|
438,056
|
496,675
|
489,345
|
||||||
Corporate
bonds
|
7,765
|
8,000
|
12,797
|
13,057
|
28,024
|
27,643
|
||||||
Equity
securities
|
3,520
|
3,480
|
3,446
|
3,460
|
6,434
|
6,222
|
||||||
Debt
securities issued by foreign governments
|
301
|
295
|
299
|
301
|
298
|
298
|
||||||
Total
|
$
|
1,316,934
|
$
|
1,322,341
|
$
|
1,166,026
|
$
|
1,177,714
|
$
|
1,342,746
|
$
|
1,325,442
|
Payments
Due by Period
|
|||||
Contractual Obligations | Total | Less than 1 Year | 1 - 3 Years | 3 - 5 Years | More than 5 Years |
Time
deposits
|
$ 3,490,722
|
$ 2,944,052
|
$ 383,634
|
$ 71,446
|
$ 91,590
|
Long-term
borrowings
|
483,625
|
36,403
|
178,493
|
75,116
|
193,613
|
Junior
subordinated notes issued to capital trusts
|
158,920
|
-
|
-
|
-
|
158,920
|
Operating
leases
|
27,606
|
3,174
|
4,698
|
3,237
|
16,497
|
Capital
expenditures
|
2,124
|
2,124
|
-
|
-
|
-
|
Total
|
$ 4,162,997
|
$ 2,985,753
|
$ 566,825
|
$ 149,799
|
$ 460,620
|
Commitments
to extend credit and letters of credit
|
$ 1,852,231
|
||||
Time
to Maturity or Repricing
|
|||||
0
– 92
|
92
- 365
|
1
- 5
|
Over
5
|
||
Days
|
Days
|
Years
|
Years
|
Total
|
|
Interest
Earning Assets:
|
|||||
Interest
bearing deposits with banks
|
$ 5,378
|
$ 285
|
$
824
|
$ -
|
$
6,487
|
Investment
securities
|
204,655
|
252,277
|
589,177
|
340,145
|
1,386,254
|
Loans
|
3,103,015
|
798,587
|
2,040,367
|
59,013
|
6,000,982
|
Total
interest earning assets
|
$ 3,313,048
|
$ 1,051,149
|
$
2,630,368
|
$ 399,158
|
$
7,393,723
|
Interest
Bearing Liabilities:
|
|||||
NOW
and money market deposit accounts
|
$ 93,649
|
$ 259,466
|
$
769,230
|
$ 135,507
|
$
1,257,852
|
Savings
deposits
|
29,809
|
80,499
|
219,802
|
60,035
|
390,145
|
Time
deposits
|
1,175,685
|
1,871,647
|
443,245
|
145
|
3,490,722
|
Short-term
borrowings
|
354,634
|
203,289
|
183,468
|
22,781
|
764,172
|
Long-term
borrowings
|
101,765
|
31,260
|
348,363
|
2,237
|
483,625
|
Junior
subordinated notes issued
|
|||||
to
capital trusts
|
152,094
|
-
|
6,826
|
-
|
158,920
|
Total
interest bearing liabilities
|
$ 1,907,636
|
$ 2,446,161
|
$
1,970,934
|
$ 220,705
|
$ 6,545,436
|
Rate
sensitive assets (RSA)
|
$ 3,313,048
|
$ 4,364,197
|
$
6,994,565
|
$ 7,393,723
|
$ 7,393,723
|
Rate
sensitive liabilities (RSL)
|
1,907,636
|
4,353,797
|
6,324,731
|
6,545,436
|
6,545,436
|
Cumulative
GAP
|
1,405,412
|
10,400
|
669,834
|
848,287
|
848,287
|
(GAP=RSA–RSL)
|
|||||
RSA/Total
assets
|
39.41%
|
51.91%
|
83.20%
|
87.95%
|
87.95%
|
RSL/Total
assets
|
22.69%
|
51.79%
|
75.24%
|
77.86%
|
77.86%
|
GAP/Total
assets
|
16.72%
|
0.12%
|
7.97%
|
10.09%
|
10.09%
|
GAP/RSA
|
42.42%
|
0.24%
|
9.58%
|
11.47%
|
11.47%
|
Immediate
|
Change
in Net Interest Income Over One Year Horizon
|
||||||||||
Changes
in
|
At
June 30, 2008
|
At
December 31, 2007
|
|||||||||
Levels
of
|
Dollar
|
Percentage
|
Dollar
|
Percentage
|
|||||||
Interest
Rates
|
Change
|
Change
|
Change
|
Change
|
|||||||
+
|
2.00
%
|
$
|
7,516
|
3.20
|
%
|
$
|
(1,299)
|
(0.59)
|
%
|
||
+
|
1.00
|
3,663
|
1.56
|
(450)
|
(0.20)
|
||||||
(1.00)
|
1,599
|
0.68
|
(13)
|
(0.00)
|
Gradual
|
Change
in Net Interest Income Over One Year Horizon
|
||||||||||
Changes
in
|
At
June 30, 2008
|
At
December 31, 2007
|
|||||||||
Levels
of
|
Dollar
|
Percentage
|
Dollar
|
Percentage
|
|||||||
Interest
Rates
|
Change
|
Change
|
Change
|
Change
|
|||||||
+
|
2.00
%
|
$
|
4,950
|
2.11
|
%
|
$
|
502
|
0.23
|
%
|
||
+
|
1.00
|
2,981
|
1.27
|
736
|
0.33
|
||||||
(1.00)
|
(394)
|
(0.17)
|
384
|
0.17
|
·
|
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.
|
(c)
|
The
following table sets forth information for the three months ended June 30,
2008 with respect to our repurchases of our outstanding common
shares:
|
Total
Number of Shares Purchased
|
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
|
||||
April
1, 2008 – April 30, 2008
|
-
|
-
|
-
|
666,730
|
|||
May
1, 2008 – May 31, 2008
|
-
|
-
|
-
|
666,730
|
|||
June
1, 2008 - June 30, 2008
|
-
|
-
|
-
|
666,730
|
|||
Total
|
-
|
-
|
-
|
Name
|
Votes
For
|
Votes
Withheld
|
Patrick
Henry
|
26,077,675
|
838,528
|
Richard
J. Holmstrom
|
26,100,394
|
815,810
|
Karen
J. May
|
24,692,734
|
1,953,470
|
Votes
For
|
Votes
Against
|
Abstentions
|
25,729,795
|
1,125,553
|
60,855
|
Votes
For
|
Votes
Against
|
Abstentions
|
26,281,140
|
630,328
|
4,734
|
MB
FINANCIAL, INC
|
||
Date: August
7, 2008
|
By: /s/ Mitchell
Feiger
|
|
Mitchell
Feiger
|
||
President
and Chief Executive Officer
|
||
(Principal
Executive Officer)
|
||
Date: August
7, 2008
|
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))
|
3.1
|
Charter
of the Registrant, as amended (incorporated herein by reference to Exhibit
3.1 to the Registrant’s Quarterly Report on Form 10-Q/A for the
quarter ended March 31, 2007 (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))
|
10.1
|
Reserved.
|
10.2
|
Employment
Agreement between the Registrant and Mitchell Feiger (incorporated herein
by reference to Exhibit 10.1 to the Registrant’s Current Report
on Form 8-K filed on December 18, 2007 (File No. 0-24566-01))
|
10.3
|
Form
of Employment Agreement between the Registrant and Burton Field
(incorporated herein by reference to Exhibit 10.5 to Old MB Financial’s
Annual Report on Form 10-K for the fiscal year ended December 31, 1999
(File No. 0-24566))
|
10.3A
|
Amendment
No. One to Employment Agreement between MB Financial Bank, N.A. and Burton
Field (incorporated herein by reference to Exhibit 10.3A to the
Registrant’s Registration Statement on Form S-4 filed on April 6, 2004
(File No. 333-114252))
|
EXHIBIT INDEX | |
Exhibit Number | Description |
10.3B
|
Amendment
No. Two to Employment Agreement between MB Financial Bank, N.A. and Burton
Field (incorporated herein by reference to Exhibit 10.3B to the
Registrant’s Annual Report on Form 10-K for the year-end December 31, 2005
(File No. 0-24566-01))
|
10.3C
|
Amendment
No. Three to Employment Agreement between MB Financial Bank, N.A. and
Burton Field (incorporated herein by reference to Exhibit 10.3B to the
Registrant’s Annual Report on Form 10-K for the year-end December 31, 2005
(File No. 0-24566-01)
|
10.4
|
Form
of Change of 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,
2001 (File No. 0-24566-01))
|
10.4A
|
First
Amendments to Change in Control Severance Agreements between MB Financial
Bank, National Association and each of Jill E. York, Thomas D. Panos and
Thomas P. FitzGibbon, Jr. (incorporated herein by reference to Exhibits
10.2 – 10.4 to the Registrant’s Current Report on Form 8-K filed on
December 18, 2007 (File No. 0-24566-01))
|
10.4B
|
Change
in Control Severance Agreements between MB Financial Bank, National
Association and each of Larry J. Kallembach, Brian Wildman, Rosemarie
Bouman and Susan Peterson (incorporated herein by reference to Exhibits
10.5 – 10.8 to the Registrant’s Current Report on Form 8-K filed on
December 18, 2007 (File No. 0-24566-01))
|
10.5
|
Reserved.
|
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))
|
10.8
|
MB
Financial Stock Deferred Compensation Plan (incorporated herein by
reference to Exhibit 10.8(a) to Amendment No. One to the Registrant’s
Registration Statement on Form S-4 (No. 333-64584))
|
10.9
|
MB
Financial Non-Stock Deferred Compensation Plan (incorporated herein by
reference to Exhibit 10.8(b) to Amendment No. One to the Registrant’s
Registration Statement on Form S-4 (No. 333-64584))
|
10.9A
|
Amendments
to MB Financial Stock Deferred Compensation Plan and Non-Stock Deferred
Compensation Plan ((incorporated herein by reference to Exhibit 10.9A to
the Registrant’s Annual Report on Form 10-K for the year ended December
31, 2007, filed on February 29, 2008 (File No. 0-24566-01))
|
EXHIBIT INDEX | |
Exhibit Number | Description |
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, Ronald D. Santo, Thomas D. Panos, Jill E. York and Thomas
P. FitzGibbon, Jr. (incorporated herein by reference to Exhibits 10.1 –
10.6 to the Registrant’s Current Report on Form 8-K filed on November 5,
2004 (File No. 0-24566-01))
|
10.15A
|
Tax
Gross Up Agreements between the Registrant and each of Larry J.
Kallembach, Brian Wildman, Rosemarie Bouman and Susan
Peterson (incorporated herein by reference to Exhibits 10.9 –
10.12 to the Registrant’s Current Report on Form 8-K filed on December 18,
2007 (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))
|
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
|
Separation
and Settlement Agreement and Mutual Release between the Registrant and
Richard M. Rieser, Jr. (incorporated herein by reference
to Exhibit 10.1 to the Registrant’s Current Report
on Form 8-K filed on October 29, 2007 (File No. 0-24566-01))
|
10.24
|
Tax
Gross Up Agreement between the Registrant and Richard M. Rieser, Jr.
(incorporated herein by reference to the Registrant’s Quarterly Report on
Form 10-Q for the quarter ended September 30, 2006 (File No.
0-24566-01))
|
10.25
|
Form
of Supplemental Pension Benefit Agreement for Richard M. Rieser, Jr.
(incorporated herein by reference to Exhibit 10.13 to First Oak Brook’s
Annual Report on Form 10-K for the year ended December 31, 1994 (File No.
0-14468))
|
10.26
|
Form
of Agreement Regarding Post-Employment Restrictive Covenants between the
Registrant (as successor to First Oak Brook) and Richard M. Rieser, Jr.
(incorporated herein by reference to Exhibit 10.13 to First Oak Brook’s
Annual Report on Form 10-K for the year ended December 31, 1994 (File No.
0-14468))
|
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)
|
EXHIBIT INDEX | |
Exhibit Number | Description |
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))
|
|
|
|
|
|
|