x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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|
For
the fiscal year ended December 31,
2006
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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|
For
the transition period from __________ to
__________
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Maryland
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|
36-4460265
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(State
or other jurisdiction of incorporation or
organization)
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|
(I.R.S.
Employer Identification No.)
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|
|
|
800
West Madison Street, Chicago, Illinois
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|
60607
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(Address
of Principal Executive Offices)
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|
(Zip
Code)
|
Title
of Each Class
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|
Name
of Each Exchange on Which
Registered
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|
Document
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|
Part
of Form 10-K
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|
Portions
of the definitive Proxy Statement to
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|
be
used in conjunction with the Registrant’s
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Part
III
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|
2007
Annual Meeting of Stockholders.
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Page
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PART
I
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|
Item
1
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Business
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5
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Item
1A
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Risk
Factors
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15
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Item
1B
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Unresolved
Staff Comments
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19
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Item
2
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|
Properties
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19
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Item
3
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Legal
Proceedings
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22
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Item
4
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Submission
of Matters to a Vote of Security Holders
|
22
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PART
II
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|
Item
5
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Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
23
|
Item
6
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|
Selected
Financial Data
|
25
|
Item
7
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Management’s
Discussion and Analysis of Financial Condition and Results of Operations
|
30
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Item
7A
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Quantitative
and Qualitative Disclosures about Market Risk
|
49
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Item
8
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Financial
Statements and Supplementary Data
|
53
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Item
9
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|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
100
|
Item
9A
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|
Controls
and Procedures
|
100
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Item
9B
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Other
Information
|
100
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PART
III
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|
Item
10
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Directors,
Executive Officers, and Corporate Governance
|
100
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Item
11
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Executive
Compensation
|
101
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Item
12
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|
Security
Ownership of Certain Beneficial Owners, and Management and Related
Stockholder Matters
|
101
|
Item
13
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|
Certain
Relationships, Related Transactions and Director
Independence
|
101
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Item
14
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Principal
Accountant Fees and Services
|
102
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PART
IV
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|
Item
15
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Exhibits
and Financial Statement Schedules
|
103
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|
|
Signatures
|
104
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|
|
|
|
•
|
acquiring,
directly or indirectly, ownership or control of any voting shares
of
another bank or bank
|
|
holding
company if, after such acquisition, it would own or control more
than 5%
of such shares
|
|
(unless
it already owns or controls the majority of such
shares);
|
|
|
•
|
acquiring
all or substantially all of the assets of another bank or bank holding
company; or
|
|
|
•
|
merging
or consolidating with another bank holding
company.
|
|
•
|
real
estate lending standards, which provide guidelines concerning
loan-to-value ratios for various types of real estate
loans;
|
|
•
|
risk-based
capital rules, including accounting for interest rate risk, concentration
of credit risk and the risks posed by non-traditional activities;
|
|
•
|
rules
requiring depository institutions to develop and implement internal
procedures to evaluate and control credit and settlement exposure
to their
correspondent banks;
|
|
•
|
rules
restricting types and amounts of equity investments; and
|
|
•
|
rules
addressing various safety and soundness issues, including operations
and
managerial standards, standards for asset quality, earnings and stock
valuations, and compensation
standards.
|
(1)
|
Leased
facilities.
|
(2)
|
Land
under building site is leased; other land and buildings are
owned.
|
(3)
|
Space
for ATM location leased.
|
(4)
|
The
Company owns the building. However, the first floor is under a master
lease agreement to a third party. The branch leases the space from
the
third party.
|
Item
5.
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity
Securities
|
|
|
Market
Price Range
|
|||||||
|
|
|
|
|
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|
Dividends
|
||
2006
|
High
|
|
Low
|
|
Paid
|
||||
|
|
|
|
|
|
|
|
|
|
Quarter
ended December 31, 2006
|
|
$
|
38.35
|
|
$
|
34.20
|
|
$
|
0.18
|
Quarter
ended September 30, 2006
|
|
|
37.49
|
|
|
34.19
|
|
|
0.18
|
Quarter
ended June 30, 2006
|
|
|
37.98
|
|
|
33.00
|
|
|
0.15
|
Quarter
ended March 31, 2006
|
|
|
37.20
|
|
|
34.02
|
|
|
0.15
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
Quarter
ended December 31, 2005
|
|
$
|
39.60
|
|
$
|
35.16
|
|
$
|
0.15
|
Quarter
ended September 30, 2005
|
|
|
42.74
|
|
|
37.21
|
|
|
0.15
|
Quarter
ended June 30, 2005
|
|
|
40.50
|
|
|
35.57
|
|
|
0.13
|
Quarter
ended March 31, 2005
|
|
|
42.85
|
|
|
37.93
|
|
|
0.13
|
|
|
|
|
|
|
|
|
|
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
|
|||||
October
1, 2006 - October 31, 2006
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
-
|
|
November
1, 2006 - November 30, 2006
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
-
|
|
December
1, 2006 - December 31, 2006
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
-
|
|
Total
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
-
|
|
|
Fiscal
Year Ending
|
|||||
COMPANY/INDEX/MARKET
|
12/31/2001
|
12/31/2002
|
12/31/2003
|
12/31/2004
|
12/30/2005
|
12/29/2006
|
|
|
|
|
|
|
|
MB
Financial, Inc.
|
100.00
|
130.46
|
208.03
|
244.16
|
208.04
|
225.15
|
NASDAQ
Banks
|
100.00
|
101.77
|
130.39
|
144.46
|
142.43
|
158.65
|
Peer
Group
|
100.00
|
111.08
|
145.17
|
170.87
|
170.54
|
185.53
|
|
As
of or for the Year Ended December 31,
|
|||||||||
|
2006
(5)
|
2005
|
2004
(4)
|
2003
(3)
|
2002
(2)
|
|||||
Statement
of Income Data:
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
$
|
398,560
|
$
|
293,904
|
$
|
229,514
|
$
|
206,904
|
$
|
208,866
|
Interest
expense
|
|
197,148
|
|
112,518
|
|
69,114
|
|
65,368
|
|
76,188
|
|
|
|
|
|
|
|
|
|
|
|
Net
interest income
|
|
201,412
|
|
181,386
|
|
160,400
|
|
141,536
|
|
132,678
|
Provision
for loan losses
|
|
10,100
|
|
8,650
|
|
7,800
|
|
12,756
|
|
13,220
|
|
|
|
|
|
|
|
|
|
|
|
Net
interest income after provision for loan losses
|
|
191,312
|
|
172,736
|
|
152,600
|
|
128,780
|
|
119,458
|
Other
income
|
|
72,904
|
|
62,429
|
|
65,314
|
|
61,637
|
|
39,116
|
Gain
on sale of bank subsidiary
|
|
-
|
|
-
|
|
-
|
|
3,083
|
|
-
|
Other
expenses
|
|
167,678
|
|
141,632
|
|
127,148
|
|
117,157
|
|
91,665
|
|
|
|
|
|
|
|
|
|
|
|
Income
before income taxes
|
|
96,538
|
|
93,533
|
|
90,766
|
|
76,343
|
|
66,909
|
Applicable
income taxes
|
|
29,424
|
|
28,779
|
|
27,638
|
|
23,776
|
|
21,080
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
$
|
67,114
|
$
|
64,754
|
$
|
63,128
|
$
|
52,567
|
$
|
45,829
|
|
|
|
|
|
|
|
|
|
|
|
Common
Share Data (1):
|
|
|
|
|
|
|
|
|
|
|
Basic
earnings per common share
|
$
|
2.15
|
$
|
2.27
|
$
|
2.26
|
$
|
1.97
|
$
|
1.73
|
Diluted
earnings per common share
|
|
2.12
|
|
2.24
|
|
2.21
|
|
1.94
|
|
1.70
|
Book
value per common share
|
|
23.10
|
|
17.81
|
|
16.90
|
|
14.12
|
|
12.98
|
Less:
goodwill and other intangible assets, net of
|
|
|
|
|
|
|
|
|
|
|
tax
benefit, per common share
|
|
10.85
|
|
4.66
|
|
4.63
|
|
2.81
|
|
1.79
|
Tangible
book value per common share
|
$
|
12.25
|
$
|
13.15
|
$
|
12.27
|
$
|
11.31
|
$
|
11.19
|
Weighted
average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
31,156,887
|
|
28,480,909
|
|
27,886,191
|
|
26,648,265
|
|
26,429,523
|
Diluted
|
|
31,687,220
|
|
28,895,042
|
|
28,537,111
|
|
27,115,653
|
|
26,948,185
|
Dividend
payout ratio
|
|
30.70%
|
|
24.63%
|
|
22.09%
|
|
22.31%
|
|
23.07%
|
Cash
dividends per common share
|
$
|
0.66
|
$
|
0.56
|
$
|
0.50
|
$
|
0.44
|
$
|
0.40
|
(1)
|
We
split our common shares three-for-two by paying a 50% stock dividend
in
December 2003. All common share and per common share data has been
adjusted to reflect the dividend.
|
(2)
|
In
2002 we acquired First Lincolnwood Corporation and LaSalle Systems
Leasing, Inc.
|
(3)
|
In
2003 we acquired South Holland Bancorp, Inc.
|
(4)
|
In
2004 we acquired First SecurityFed Financial,
Inc.
|
(5)
|
In
2006 we acquired First Oak Brook Bancshares,
Inc.
|
|
|
As
of or for the Year Ended December 31,
|
|
|||||||||||||
(Dollars
in thousands)
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
2002
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance
Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash
and due from banks
|
|
$
|
150,935
|
|
$
|
92,001
|
|
$
|
88,231
|
|
$
|
91,283
|
|
$
|
90,522
|
|
Investment
securities
|
|
|
1,713,325
|
|
|
1,405,844
|
|
|
1,391,444
|
|
|
1,112,110
|
|
|
893,553
|
|
Loans,
gross
|
|
|
5,256,081
|
|
|
3,746,182
|
|
|
3,345,557
|
|
|
2,825,794
|
|
|
2,504,714
|
|
Allowance
for loan losses
|
|
|
61,617
|
|
|
44,979
|
|
|
44,266
|
|
|
39,572
|
|
|
33,890
|
|
Total
assets
|
|
|
7,978,298
|
|
|
5,719,065
|
|
|
5,253,975
|
|
|
4,355,093
|
|
|
3,759,581
|
|
Deposits
|
|
|
5,899,232
|
|
|
4,201,700
|
|
|
3,962,012
|
|
|
3,432,035
|
|
|
3,019,565
|
|
Short-term
and long-term borrowings
|
|
|
974,910
|
|
|
816,863
|
|
|
662,248
|
|
|
413,064
|
|
|
268,695
|
|
Junior
subordinated notes issued to capital trusts
|
|
|
179,162
|
|
|
123,526
|
|
|
87,443
|
|
|
87,443
|
|
|
84,800
|
|
Stockholders’
equity
|
|
|
846,952
|
|
|
506,986
|
|
|
484,537
|
|
|
377,717
|
|
|
345,129
|
|
Less:
goodwill
|
|
|
379,047
|
|
|
125,010
|
|
|
123,628
|
|
|
70,293
|
|
|
45,851
|
|
Less:
other intangible assets, net of tax benefit
|
|
|
18,756
|
|
|
8,186
|
|
|
8,832
|
|
|
4,914
|
|
|
1,818
|
|
Tangible
equity
|
|
$
|
449,149
|
|
$
|
373,790
|
|
$
|
352,077
|
|
$
|
302,510
|
|
$
|
297,460
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return
on average assets
|
|
|
1.02
|
%
|
|
1.17
|
%
|
|
1.31
|
%
|
|
1.26
|
%
|
|
1.25
|
%
|
Return
on average equity
|
|
|
10.70
|
|
|
13.15
|
|
|
14.50
|
|
|
14.52
|
|
|
14.35
|
|
Net
interest margin (1)
|
|
|
3.41
|
|
|
3.63
|
|
|
3.69
|
|
|
3.72
|
|
|
3.97
|
|
Tax
equivalent effect
|
|
|
0.11
|
|
|
0.11
|
|
|
0.10
|
|
|
0.08
|
|
|
0.06
|
|
Net
interest margin - fully tax equivalent basis (1)
|
|
|
3.52
|
|
|
3.74
|
|
|
3.79
|
|
|
3.80
|
|
|
4.03
|
|
Efficiency
ratio (6)
|
|
|
59.61
|
|
|
56.47
|
|
|
55.16
|
|
|
56.23
|
|
|
53.28
|
|
Cash
return on average tangible equity (2)
|
|
|
17.04
|
|
|
18.16
|
|
|
19.53
|
|
|
18.38
|
|
|
16.79
|
|
Loans
to deposits
|
|
|
89.10
|
|
|
89.16
|
|
|
84.44
|
|
|
82.34
|
|
|
82.95
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset
Quality Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-performing
loans to total loans (3)
|
|
|
0.45
|
%
|
|
0.56
|
%
|
|
0.71
|
%
|
|
0.75
|
%
|
|
0.88
|
%
|
Non-performing
assets to total assets (4)
|
|
|
0.34
|
|
|
0.38
|
|
|
0.46
|
|
|
0.50
|
|
|
0.60
|
|
Allowance
for loan losses to total loans
|
|
|
1.17
|
|
|
1.20
|
|
|
1.32
|
|
|
1.40
|
|
|
1.35
|
|
Allowance
for loan losses to non-performing loans (3)
|
|
|
258.62
|
|
|
212.55
|
|
|
186.90
|
|
|
187.44
|
|
|
154.16
|
|
Net
loan charge-offs to average loans
|
|
|
0.23
|
|
|
0.22
|
|
|
0.23
|
|
|
0.37
|
|
|
0.33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidity
and Capital Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier
1 capital to risk weighted assets
|
|
|
10.49
|
%
|
|
11.70
|
%
|
|
11.38
|
%
|
|
11.71
|
%
|
|
13.12
|
%
|
Total
capital to risk weighted assets
|
|
|
11.80
|
|
|
12.91
|
|
|
12.54
|
|
|
12.93
|
|
|
15.06
|
|
Tier
1 capital to average assets
|
|
|
8.39
|
|
|
9.08
|
|
|
8.62
|
|
|
9.02
|
|
|
9.80
|
|
Average
equity to average assets
|
|
|
9.50
|
|
|
8.93
|
|
|
9.07
|
|
|
8.68
|
|
|
8.73
|
|
Tangible
equity to assets (5)
|
|
|
5.93
|
|
|
6.69
|
|
|
6.87
|
|
|
7.07
|
|
|
8.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banking
facilities
|
|
|
70
|
|
|
45
|
|
|
45
|
|
|
41
|
|
|
44
|
|
Full
time equivalent employees
|
|
|
1,380
|
|
|
1,123
|
|
|
1,030
|
|
|
936
|
|
|
809
|
|
(1)
|
Net
interest margin represents net interest income as a percentage of
average
interest earning assets.
|
(2)
|
Net
cash flow available to stockholders (net income plus other intangibles
amortization expense, net of tax benefit) / Average tangible equity
(average equity less average goodwill and average other intangibles,
net
of tax benefit).
|
(3)
|
Non-performing
loans include loans accounted for on a non-accrual basis, accruing
loans
contractually past due 90 days or more as to interest or principal
and
loans the terms of which have been renegotiated to provide reduction
or
deferral of interest or principal because of a deterioration in the
financial position of the borrower.
|
(4)
|
Non-performing
assets include non-performing loans, other real estate owned and
other
repossessed assets.
|
(5)
|
Equal
to total stockholders’ equity less goodwill and other intangibles, net of
tax benefit, divided by total assets less goodwill and other intangibles,
net of tax benefit.
|
(6)
|
Equals
total other expense divided by the sum of net interest income on
a fully
tax equivalent basis and total other income less net gains (losses)
on
securities available for sale.
|
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
2002
|
|
|||||
Net
Income, as reported
|
|
$
|
67,114
|
|
$
|
64,754
|
|
$
|
63,128
|
|
$
|
52,567
|
|
$
|
45,829
|
|
Plus:
Intangible amortization, net of tax benefit
|
|
|
1,281
|
|
|
645
|
|
|
660
|
|
|
754
|
|
|
631
|
|
Net
cash flow available to stockholders
|
|
$
|
68,395
|
|
$
|
65,399
|
|
$
|
63,788
|
|
$
|
53,321
|
|
$
|
46,460
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
stockholder’s equity
|
|
$
|
627,069
|
|
$
|
492,513
|
|
$
|
435,419
|
|
$
|
362,151
|
|
$
|
319,376
|
|
Less:
Average goodwill
|
|
|
213,874
|
|
|
123,879
|
|
|
101,314
|
|
|
67,391
|
|
|
40,773
|
|
Less:
Average other intangible assets net of tax benefit
|
|
|
11,901
|
|
|
8,496
|
|
|
7,453
|
|
|
4,692
|
|
|
1,914
|
|
Average
tangible equity
|
|
$
|
401,294
|
|
$
|
360,138
|
|
$
|
326,652
|
|
$
|
290,068
|
|
$
|
276,689
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months Ended 2006
|
Three
Months Ended 2005
|
||||||||||||||
|
December
|
September
|
June
|
March
|
December
|
September
|
June
|
March
|
||||||||
Statement
of Income Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
$
|
120,130
|
$
|
105,316
|
$
|
89,317
|
$
|
83,797
|
$
|
79,500
|
$
|
76,377
|
$
|
72,068
|
$
|
65,959
|
Interest
expense
|
|
62,952
|
|
53,562
|
|
42,379
|
|
38,255
|
|
33,673
|
|
30,190
|
|
26,381
|
|
22,274
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
interest income
|
|
57,178
|
|
51,754
|
|
46,938
|
|
45,542
|
|
45,827
|
|
46,187
|
|
45,687
|
|
43,685
|
Provision
for loan losses
|
|
3,500
|
|
4,000
|
|
1,500
|
|
1,100
|
|
1,500
|
|
1,750
|
|
3,000
|
|
2,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
interest income after
|
|
53,678
|
|
47,754
|
|
45,438
|
|
44,442
|
|
44,327
|
|
44,437
|
|
42,687
|
|
41,285
|
provision
for loan losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income
|
|
21,723
|
|
17,615
|
|
16,347
|
|
17,219
|
|
12,384
|
|
16,723
|
|
17,706
|
|
15,616
|
Other
expenses
|
|
49,487
|
|
44,026
|
|
37,315
|
|
36,850
|
|
37,164
|
|
37,069
|
|
34,907
|
|
32,492
|
Income
before income taxes
|
|
25,914
|
|
21,343
|
|
24,470
|
|
24,811
|
|
19,547
|
|
24,091
|
|
25,486
|
|
24,409
|
Income
taxes
|
|
7,826
|
|
6,602
|
|
7,324
|
|
7,672
|
|
5,841
|
|
7,445
|
|
7,924
|
|
7,569
|
Net
income
|
$
|
18,088
|
$
|
14,741
|
$
|
17,146
|
$
|
17,139
|
$
|
13,706
|
$
|
16,646
|
$
|
17,562
|
$
|
16,840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Interest Margin
|
|
3.26%
|
|
3.35%
|
|
3.54%
|
|
3.54%
|
|
3.56%
|
|
3.60%
|
|
3.67%
|
|
3.69%
|
Tax
equivalent effect
|
|
0.11%
|
|
0.10%
|
|
0.12%
|
|
0.11%
|
|
0.11%
|
|
0.11%
|
|
0.11%
|
|
0.11%
|
Net
interest margin on a fully tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equivalent
basis
|
|
3.37%
|
|
3.45%
|
|
3.66%
|
|
3.65%
|
|
3.67%
|
|
3.71%
|
|
3.78%
|
|
3.80%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Share Data :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
earnings per common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
share
|
$
|
0.49
|
$
|
0.47
|
$
|
0.61
|
$
|
0.61
|
$
|
0.48
|
$
|
0.58
|
$
|
0.62
|
$
|
0.59
|
Diluted
earnings per common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
share
|
$
|
0.49
|
$
|
0.46
|
$
|
0.60
|
$
|
0.60
|
$
|
0.47
|
$
|
0.57
|
$
|
0.61
|
$
|
0.57
|
Weighted
average common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares
outstanding
|
36,583,607
|
31,529,245
|
28,130,670
|
28,288,782
|
28,521,318
|
28,506,656
|
28,357,533
|
28,538,032
|
||||||||
Diluted
weighted average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
common
shares outstanding
|
37,156,887
|
32,055,721
|
28,636,728
|
28,797,627
|
28,931,905
|
28,955,455
|
28,916,117
|
29,293,951
|
|
|
Year
Ended December 31,
|
|
|||||||||||||||||||||||||
|
|
2006
|
|
2005
|
|
2004
|
|
|||||||||||||||||||||
|
|
Average
|
|
|
|
Yield/
|
|
Average
|
|
|
|
Yield/
|
|
Average
|
|
|
|
Yield/
|
|
|||||||||
|
|
Balance
|
|
Interest
|
|
Rate
|
|
Balance
|
|
Interest
|
|
Rate
|
|
Balance
|
|
Interest
|
|
Rate
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest
Earning Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Loans
(1) (2)
|
|
$
|
4,372,156
|
|
$
|
330,195
|
|
|
7.55
|
%
|
$
|
3,571,083
|
|
$
|
235,965
|
|
|
6.61
|
%
|
$
|
3,076,077
|
|
$
|
178,005
|
|
|
5.79
|
%
|
Loans
exempt from federal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
income
taxes (3)
|
|
|
5,027
|
|
|
373
|
|
|
7.32
|
|
|
2,939
|
|
|
190
|
|
|
6.38
|
|
|
3,164
|
|
|
206
|
|
|
6.40
|
|
Taxable
investment securities
|
|
|
1,185,267
|
|
|
55,141
|
|
|
4.65
|
|
|
1,132,716
|
|
|
47,305
|
|
|
4.18
|
|
|
1,036,372
|
|
|
43,061
|
|
|
4.15
|
|
Investment
securities exempt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
from
federal income taxes (3)
|
|
|
321,528
|
|
|
18,220
|
|
|
5.59
|
|
|
275,012
|
|
|
15,479
|
|
|
5.55
|
|
|
220,148
|
|
|
12,563
|
|
|
5.61
|
|
Federal
funds sold
|
|
|
12,848
|
|
|
669
|
|
|
5.14
|
|
|
2,243
|
|
|
84
|
|
|
3.69
|
|
|
5,008
|
|
|
48
|
|
|
0.94
|
|
Other
interest bearing deposits
|
|
|
11,545
|
|
|
470
|
|
|
4.07
|
|
|
13,179
|
|
|
365
|
|
|
2.77
|
|
|
9,463
|
|
|
100
|
|
|
1.06
|
|
Total
interest earning assets
|
|
|
5,908,371
|
|
|
405,068
|
|
|
6.86
|
|
|
4,997,172
|
|
|
299,388
|
|
|
5.99
|
|
|
4,350,232
|
|
|
233,983
|
|
|
5.38
|
|
Non-interest
earning assets
|
|
|
693,699
|
|
|
|
|
|
|
|
|
520,965
|
|
|
|
|
|
|
|
|
450,929
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
6,602,070
|
|
|
|
|
|
|
|
$
|
5,518,137
|
|
|
|
|
|
|
|
$
|
4,801,161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Bearing Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOW
and money market deposit
|
|
$
|
868,373
|
|
$
|
20,320
|
|
|
2.34
|
|
$
|
760,673
|
|
$
|
9,853
|
|
|
1.30
|
|
$
|
741,912
|
|
$
|
5,835
|
|
|
0.79
|
|
Savings
deposit
|
|
|
470,113
|
|
|
3,438
|
|
|
0.73
|
|
|
508,470
|
|
|
3,299
|
|
|
0.65
|
|
|
506,737
|
|
|
2,957
|
|
|
0.58
|
|
Time
deposits
|
|
|
2,843,122
|
|
|
126,381
|
|
|
4.45
|
|
|
2,165,721
|
|
|
69,104
|
|
|
3.19
|
|
|
1,801,494
|
|
|
44,582
|
|
|
2.47
|
|
Short-term
borrowings
|
|
|
662,039
|
|
|
29,165
|
|
|
4.41
|
|
|
680,820
|
|
|
19,982
|
|
|
2.93
|
|
|
472,541
|
|
|
6,754
|
|
|
1.43
|
|
Long-term
borrowings and junior
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
subordinated
notes
|
|
|
306,462
|
|
|
17,844
|
|
|
5.74
|
|
|
179,606
|
|
|
10,280
|
|
|
5.65
|
|
|
169,019
|
|
|
8,986
|
|
|
5.23
|
|
Total
interest bearing liabilities
|
|
|
5,150,109
|
|
|
197,148
|
|
|
3.83
|
|
|
4,295,290
|
|
|
112,518
|
|
|
2.62
|
|
|
3,691,703
|
|
|
69,114
|
|
|
1.87
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest
bearing deposits
|
|
|
758,832
|
|
|
|
|
|
|
|
|
674,353
|
|
|
|
|
|
|
|
|
623,650
|
|
|
|
|
|
|
|
Other
non-interest bearing liabilities
|
|
|
66,060
|
|
|
|
|
|
|
|
|
55,981
|
|
|
|
|
|
|
|
|
50,389
|
|
|
|
|
|
|
|
Stockholders’
equity
|
|
|
627,069
|
|
|
|
|
|
|
|
|
492,513
|
|
|
|
|
|
|
|
|
435,419
|
|
|
|
|
|
|
|
Total
liabilities and stockholders’ equity
|
|
$
|
6,602,070
|
|
|
|
|
|
|
|
$
|
5,518,137
|
|
|
|
|
|
|
|
$
|
4,801,161
|
|
|
|
|
|
|
|
Net
interest income/interest rate spread (4)
|
|
|
|
|
$
|
207,920
|
|
|
3.03
|
%
|
|
|
|
$
|
186,870
|
|
|
3.37
|
%
|
|
|
|
$
|
164,869
|
|
|
3.51
|
%
|
Taxable
equivalent adjustment
|
|
|
|
|
|
6,508
|
|
|
|
|
|
|
|
|
5,484
|
|
|
|
|
|
|
|
|
4,469
|
|
|
|
|
Net
interest income, as reported
|
|
|
|
|
$
|
201,412
|
|
|
|
|
|
|
|
$
|
181,386
|
|
|
|
|
|
|
|
$
|
160,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
interest margin (5)
|
|
|
|
|
|
|
|
|
3.41
|
%
|
|
|
|
|
|
|
|
3.63
|
%
|
|
|
|
|
|
|
|
3.69
|
%
|
Tax
equivalent effect
|
|
|
|
|
|
|
|
|
0.11
|
%
|
|
|
|
|
|
|
|
0.11
|
%
|
|
|
|
|
|
|
|
0.10
|
%
|
Net
interest margin on a fully tax
equivalent
basis (5)
|
|
|
|
|
|
|
|
|
3.52
|
%
|
|
|
|
|
|
|
|
3.74
|
%
|
|
|
|
|
|
|
|
3.79
|
%
|
(1)
|
Non-accrual
loans are included in average loans.
|
(2)
|
Interest
income includes loan origination fees of $7.2 million, $7.4 million
and
$7.7 million for the years ended December 31, 2006, 2005 and 2004,
respectively.
|
(3)
|
Non-taxable
loan and investment income is presented on a fully tax equivalent
basis
assuming a 35% tax rate.
|
(4)
|
Interest
rate spread represents the difference between the average yield on
interest earning assets and the average cost of interest bearing
liabilities and is presented on a fully tax equivalent
basis.
|
(5)
|
Net
interest margin represents net interest income as a percentage of
average
interest earning assets.
|
|
Year
Ended December 31,
|
||||||||||||
|
2006
Compared to 2005
|
|
2005
Compared to 2004
|
||||||||||
|
Change
|
|
Change
|
|
|
|
Change
|
Change
|
|
|
|||
|
Due
to
|
|
Due
to
|
|
Total
|
|
Due
to
|
Due
to
|
Total
|
||||
|
Volume
|
|
Rate
|
|
Change
|
|
Volume
|
Rate
|
Change
|
||||
Interest
Earning Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
$
|
57,555
|
$
|
36,675
|
$
|
94,230
|
|
$
|
30,806
|
$
|
27,154
|
$
|
57,960
|
Loans
exempt from federal income taxes (1)
|
|
152
|
|
31
|
|
183
|
|
|
(15)
|
|
(1)
|
|
(16)
|
Taxable
investment securities
|
|
2,267
|
|
5,569
|
|
7,836
|
|
|
4,023
|
|
221
|
|
4,244
|
Investment
securities exempt from federal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
income
taxes (1)
|
|
2,635
|
|
106
|
|
2,741
|
|
|
3,090
|
|
(174)
|
|
2,916
|
Federal
funds sold
|
|
540
|
|
45
|
|
585
|
|
|
(39)
|
|
75
|
|
36
|
Other
interest bearing deposits
|
|
(50)
|
|
155
|
|
105
|
|
|
51
|
|
214
|
|
265
|
Total
increase (decrease) in interest income
|
|
63,099
|
|
42,581
|
|
105,680
|
|
|
37,916
|
|
27,489
|
|
65,405
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Bearing Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOW
and money market deposit accounts
|
|
1,563
|
|
8,904
|
|
10,467
|
|
|
152
|
|
3,866
|
|
4,018
|
Savings
deposits
|
|
(261)
|
|
400
|
|
139
|
|
|
10
|
|
332
|
|
342
|
Time
deposits
|
|
25,379
|
|
31,898
|
|
57,277
|
|
|
10,087
|
|
14,435
|
|
24,522
|
Short-term
borrowings
|
|
(565)
|
|
9,748
|
|
9,183
|
|
|
3,902
|
|
9,326
|
|
13,228
|
Long-term
borrowings and junior
|
|
|
|
|
|
|
|
|
|
|
|
|
|
subordinated
notes
|
|
7,383
|
|
181
|
|
7,564
|
|
|
582
|
|
712
|
|
1,294
|
Total
increase (decrease) in interest expense
|
|
33,499
|
|
51,131
|
|
84,630
|
|
|
14,733
|
|
28,671
|
|
43,404
|
Increase
(decrease) in net interest income
|
$
|
29,600
|
$
|
(8,550)
|
$
|
21,050
|
|
$
|
23,183
|
$
|
(1,182)
|
$
|
22,001
|
(1)
|
Non-taxable
loan and investment income is presented on a fully tax equivalent
basis
assuming a 35% rate.
|
|
Year-ended
December 31,
|
|||||||||||
|
2006
|
2005
|
2004
|
|||||||||
|
|
Amortized
|
|
Fair
|
|
Amortized
|
|
Fair
|
|
Amortized
|
|
Fair
|
|
|
Cost
|
|
Value
|
|
Cost
|
|
Value
|
|
Cost
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
Treasury securities
|
$
|
11,287
|
$
|
11,248
|
$
|
13,597
|
$
|
13,550
|
$
|
23,212
|
$
|
23,738
|
Government
sponsored agencies
|
|
694,327
|
|
692,424
|
|
335,032
|
|
332,270
|
|
319,708
|
|
323,803
|
States
and political subdivisions
|
|
386,066
|
|
386,937
|
|
295,033
|
|
293,706
|
|
251,846
|
|
255,009
|
Mortgage-backed
securities
|
|
533,268
|
|
522,693
|
|
652,428
|
|
642,576
|
|
670,867
|
|
667,326
|
Corporate
bonds
|
|
39,305
|
|
39,326
|
|
60,046
|
|
59,443
|
|
41,082
|
|
43,413
|
Equity
securities
|
|
60,221
|
|
60,150
|
|
64,253
|
|
64,299
|
|
77,403
|
|
77,630
|
Debt
securities issued by foreign governments
|
|
547
|
|
547
|
|
-
|
|
-
|
|
525
|
|
525
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
1,725,021
|
$
|
1,713,325
|
$
|
1,420,389
|
$
|
1,405,844
|
$
|
1,384,643
|
$
|
1,391,444
|
|
|
|
|
|
Due
after One
|
|
Due
after Five
|
|
|
|
|
||||
|
Due
in One
|
|
Year
through
|
|
Years
through
|
|
Due
after
|
||||||||
|
Year
or Less
|
|
Five
Years
|
|
Ten
Years
|
|
Ten
Years
|
||||||||
|
|
|
Weighted
|
|
|
|
Weighted
|
|
|
|
Weighted
|
|
|
|
Weighted
|
|
|
|
Average
|
|
|
|
Average
|
|
|
|
Average
|
|
|
|
Average
|
|
|
Balance
|
Yield
|
|
|
Balance
|
Yield
|
|
|
Balance
|
Yield
|
|
|
Balance
|
Yield
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
Treasury securities
|
$
|
9,962
|
4.45%
|
|
$
|
1,008
|
3.43%
|
|
$
|
278
|
3.61%
|
|
$
|
-
|
-
|
Government
sponsored agencies
|
|
237,401
|
4.89%
|
|
|
273,430
|
4.61%
|
|
|
181,593
|
5.50%
|
|
|
-
|
-
|
States
and political subdivision (1)
|
|
23,159
|
5.29%
|
|
|
64,722
|
5.49%
|
|
|
170,426
|
5.76%
|
|
|
128,630
|
6.15%
|
Mortgage-backed
securities (2)
|
|
77
|
4.42%
|
|
|
1,429
|
5.84%
|
|
|
128,931
|
4.71%
|
|
|
392,256
|
4.80%
|
Corporate
bonds
|
|
5,316
|
4.11%
|
|
|
22,800
|
4.46%
|
|
|
-
|
-
|
|
|
11,210
|
8.08%
|
Equity
securities
|
|
-
|
-
|
|
|
-
|
-
|
|
|
-
|
-
|
|
|
60,150
|
3.77%
|
Debt
securities issued by foreign governments
|
|
250
|
7.18%
|
|
|
297
|
6.65%
|
|
|
-
|
-
|
|
|
-
|
-
|
Total
|
$
|
276,165
|
4.89%
|
|
$
|
363,686
|
4.76%
|
|
$
|
481,228
|
5.38%
|
|
$
|
592,246
|
5.05%
|
(1)
|
Yield
is reflected on a fully tax equivalent basis utilizing a 35% tax
rate.
|
(2)
|
These
securities are presented based upon contractual
maturities.
|
|
At
December 31,
|
||||||||||||||||||
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
2002
|
||||||||||
|
|
|
%
of
|
|
|
|
%
of
|
|
|
|
%
of
|
|
|
|
%
of
|
|
|
|
%
of
|
|
|
Amount
|
Total
|
|
|
Amount
|
Total
|
|
|
Amount
|
Total
|
|
|
Amount
|
Total
|
|
|
Amount
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
related credits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
loans
|
$
|
1,082,032
|
20%
|
|
$
|
833,046
|
22%
|
|
$
|
725,823
|
22%
|
|
$
|
647,365
|
23%
|
|
$
|
558,208
|
22%
|
Commercial
loans collateralized by assignment of lease payments
|
|
456,079
|
9%
|
|
|
299,053
|
8%
|
|
|
251,025
|
7%
|
|
|
234,724
|
8%
|
|
|
274,290
|
11%
|
Commercial
real estate
|
|
1,690,148
|
32%
|
|
|
1,456,585
|
39%
|
|
|
1,263,910
|
38%
|
|
|
1,090,498
|
39%
|
|
|
902,755
|
36%
|
Construction
real estate
|
|
868,105
|
17%
|
|
|
521,434
|
14%
|
|
|
402,765
|
12%
|
|
|
268,523
|
9%
|
|
|
204,728
|
8%
|
Total
commercial related credits
|
|
4,096,364
|
78%
|
|
|
3,110,118
|
83%
|
|
|
2,643,523
|
79%
|
|
|
2,241,110
|
79%
|
|
|
1,939,981
|
77%
|
Other
loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential
real estate
|
|
606,992
|
12%
|
|
|
387,167
|
10%
|
|
|
436,122
|
13%
|
|
|
361,110
|
13%
|
|
|
373,181
|
15%
|
Indirect
vehicle
|
|
110,574
|
2%
|
|
|
-
|
-
|
|
|
-
|
-
|
|
|
-
|
-
|
|
|
-
|
-
|
Consumer
loans
|
|
442,151
|
8%
|
|
|
248,897
|
7%
|
|
|
265,912
|
8%
|
|
|
223,574
|
8%
|
|
|
191,552
|
8%
|
Gross
loans (1)
|
|
5,256,081
|
100%
|
|
|
3,746,182
|
100%
|
|
|
3,345,557
|
100%
|
|
|
2,825,794
|
100%
|
|
|
2,504,714
|
100%
|
Allowance
for loan losses
|
|
(61,617)
|
|
|
|
(44,979)
|
|
|
|
(44,266)
|
|
|
|
(39,572)
|
|
|
|
(33,890)
|
|
Loans,
net
|
$
|
$
5,194,464
|
|
|
$
|
3,701,203
|
|
|
$
|
3,301,291
|
|
|
$
|
2,786,222
|
|
|
$
|
2,470,824
|
|
(1) |
Gross
loan balances at December 31, 2006, 2005, 2004, 2003, and 2002 are
net of
unearned income, including net deferred loans fees of $3.3 million,
$3.6
million, $4.2 million, $4.2 million, and $4.2 million,
respectively.
|
|
|
Due
in One Year
|
|
Due
after One Year
|
|
Due
after
|
|
|
||||||
|
|
Or
Less
|
|
Through
Five Years
|
|
Five
Years
|
|
|
||||||
|
|
Fixed
|
|
Floating
|
|
Fixed
|
|
Floating
|
|
Fixed
|
|
Floating
|
|
|
|
|
Rate
|
|
Rate
|
|
Rate
|
|
Rate
|
|
Rate
|
|
Rate
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
loans
|
$
|
118,997
|
$
|
745,637
|
$
|
88,020
|
$
|
123,283
|
$
|
4,183
|
$
|
1,912
|
$
|
1,082,032
|
Commercial
loans collateralized by
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
assignment
of lease payments
|
|
205,967
|
|
9,172
|
|
235,356
|
|
1,333
|
|
4,251
|
|
-
|
|
456,079
|
Commercial
real estate
|
|
273,566
|
|
329,726
|
|
765,221
|
|
237,978
|
|
28,412
|
|
55,245
|
|
1,690,148
|
Construction
real estate
|
|
5,908
|
|
651,081
|
|
6,576
|
|
203,942
|
|
-
|
|
598
|
|
868,105
|
Residential
real estate
|
|
197,239
|
|
56,521
|
|
164,022
|
|
98,279
|
|
45,197
|
|
45,734
|
|
606,992
|
Indirect
vehicle
|
|
45,396
|
|
-
|
|
63,207
|
|
-
|
|
1,971
|
|
-
|
|
110,574
|
Consumer
loans
|
|
28,504
|
|
127,817
|
|
23,856
|
|
214,819
|
|
758
|
|
46,397
|
|
442,151
|
Gross
loans
|
$
|
875,577
|
$
|
1,919,954
|
$
|
1,346,258
|
$
|
879,634
|
$
|
84,772
|
$
|
149,886
|
$
|
5,256,081
|
|
At
December 31,
|
|||||||||
|
2006
|
2005
|
2004
|
2003
|
2002
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Non-accruing
loans (1)
|
$
|
23,521
|
$
|
20,841
|
$
|
23,495
|
$
|
20,795
|
$
|
21,359
|
Loans
90 days or more past due, still accruing interest
|
|
304
|
|
321
|
|
189
|
|
317
|
|
624
|
Total
non-performing loans
|
|
23,825
|
|
21,162
|
|
23,684
|
|
21,112
|
|
21,983
|
Other
real estate owned
|
|
2,844
|
|
354
|
|
384
|
|
472
|
|
549
|
Other
repossessed assets
|
|
192
|
|
-
|
|
-
|
|
-
|
|
10
|
Total
non-performing assets
|
$
|
26,861
|
$
|
21,516
|
$
|
24,068
|
$
|
21,584
|
$
|
22,542
|
|
|
|
|
|
|
|
|
|
|
|
Total
non-performing loans to total loans
|
|
0.45%
|
|
0.56%
|
|
0.71%
|
|
0.75%
|
|
0.88%
|
Allowance
for loan losses to non-performing loans
|
|
258.62%
|
|
212.55%
|
|
186.90%
|
|
187.44%
|
|
154.16%
|
Total
non-performing assets to total assets
|
|
0.34%
|
|
0.38%
|
|
0.46%
|
|
0.50%
|
|
0.60%
|
|
Year
Ended December 31,
|
|||||||||
|
2006
|
2005
|
2004
|
2003
|
2002
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Balance
at beginning of year
|
$
|
44,979
|
$
|
44,266
|
$
|
39,572
|
$
|
33,890
|
$
|
27,500
|
Additions
from acquisitions
|
|
16,425
|
|
-
|
|
4,052
|
|
3,563
|
|
1,212
|
Allowance
related to bank subsidiary sold
|
|
-
|
|
-
|
|
-
|
|
(528)
|
|
-
|
Provision
for loan losses
|
|
10,100
|
|
8,650
|
|
7,800
|
|
12,756
|
|
13,220
|
Charge-offs:
|
|
|
|
|
|
|
|
|
|
|
Commercial
loans
|
|
(10,350)
|
|
(4,012)
|
|
(5,600)
|
|
(7,191)
|
|
(4,286)
|
Commercial
loans collateralized by
|
|
(246)
|
|
(826)
|
|
(1,538)
|
|
(131)
|
|
(2,112)
|
assignment
of lease payments
|
|
|
|
|
|
|
|
|
|
|
Commercial
real estate
|
|
(1,936)
|
|
(1,052)
|
|
(1,508)
|
|
(4,027)
|
|
(1,229)
|
Residential
real estate
|
|
(603)
|
|
(118)
|
|
(338)
|
|
(1,621)
|
|
(820)
|
Construction
real estate
|
|
-
|
|
(3,824)
|
|
(514)
|
|
(920)
|
|
-
|
Consumer
loans
|
|
(979)
|
|
(351)
|
|
(496)
|
|
(1,034)
|
|
(1,019)
|
Total
charge-offs
|
|
(14,114)
|
|
(10,183)
|
|
(9,994)
|
|
(14,924)
|
|
(9,466)
|
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
Commercial
loans
|
|
2,653
|
|
1,140
|
|
1,673
|
|
2,206
|
|
295
|
Commercial
loans collateralized by
|
|
40
|
|
329
|
|
104
|
|
553
|
|
27
|
assignment
of lease payments
|
|
|
|
|
|
|
|
|
|
|
Commercial
real estate
|
|
326
|
|
51
|
|
36
|
|
975
|
|
40
|
Residential
real estate
|
|
142
|
|
97
|
|
131
|
|
70
|
|
42
|
Construction
real estate
|
|
489
|
|
-
|
|
28
|
|
-
|
|
108
|
Consumer
loans
|
|
577
|
|
629
|
|
864
|
|
1,011
|
|
912
|
Total
recoveries
|
|
4,227
|
|
2,246
|
|
2,836
|
|
4,815
|
|
1,424
|
|
|
|
|
|
|
|
|
|
|
|
Net
charge-offs
|
|
(9,887)
|
|
(7,937)
|
|
(7,158)
|
|
(10,109)
|
|
(8,042)
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31,
|
$
|
61,617
|
$
|
44,979
|
$
|
44,266
|
$
|
39,572
|
$
|
33,890
|
|
|
|
|
|
|
|
|
|
|
|
Total
loans at December 31,
|
$
|
5,256,081
|
$
|
3,746,182
|
$
|
3,345,557
|
$
|
2,825,794
|
$
|
2,504,717
|
Ratio
of allowance to total loans
|
|
1.17%
|
|
1.20%
|
|
1.32%
|
|
1.40%
|
|
1.35%
|
Ratio
of net charge-offs to average loans
|
|
0.23%
|
|
0.22%
|
|
0.23%
|
|
0.37%
|
|
0.33%
|
|
|
At
December 31,
|
|||||||||||||||||||||||||||||||||
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
||||||||||||||||||||
|
|
|
|
%
of Total
|
|
|
|
|
%
of Total
|
|
|
|
|
%
of Total
|
|
|
|
|
%
of Total
|
|
|
|
|
%
of Total
|
|
||||||||||
|
|
Amount
|
|
Loans
|
|
|
Amount
|
|
Loans
|
|
|
Amount
|
|
Loans
|
|
|
Amount
|
|
Loans
|
|
|
Amount
|
|
Loans
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
loans
|
|
$
|
21,905
|
|
|
20
|
%
|
|
$
|
15,991
|
|
|
22
|
%
|
|
$
|
10,913
|
|
|
22
|
%
|
|
$
|
10,327
|
|
|
23
|
%
|
|
$
|
9,117
|
|
|
22
|
%
|
Commercial
loans collateralized by
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
assignment
of lease payments
|
|
|
9,419
|
|
|
9
|
%
|
|
|
7,199
|
|
|
8
|
%
|
|
|
6,563
|
|
|
7
|
%
|
|
|
4,301
|
|
|
8
|
%
|
|
|
3,070
|
|
|
11
|
%
|
Commercial
real estate
|
|
|
11,056
|
|
|
32
|
%
|
|
|
12,460
|
|
|
39
|
%
|
|
|
10,340
|
|
|
38
|
%
|
|
|
7,327
|
|
|
39
|
%
|
|
|
7,446
|
|
|
36
|
%
|
Residential
real estate
|
|
|
1,533
|
|
|
12
|
%
|
|
|
881
|
|
|
10
|
%
|
|
|
868
|
|
|
13
|
%
|
|
|
1,625
|
|
|
13
|
%
|
|
|
1,750
|
|
|
15
|
%
|
Construction
real estate
|
|
|
15,874
|
|
|
17
|
%
|
|
|
7,581
|
|
|
14
|
%
|
|
|
4,451
|
|
|
12
|
%
|
|
|
2,655
|
|
|
9
|
%
|
|
|
1,980
|
|
|
8
|
%
|
Consumer
loans and other
|
|
|
1,830
|
|
|
10
|
%
|
|
|
867
|
|
|
7
|
%
|
|
|
925
|
|
|
8
|
%
|
|
|
4,896
|
|
|
8
|
%
|
|
|
2,838
|
|
|
8
|
%
|
Unallocated
(1)
|
|
|
-
|
|
|
-
|
%
|
|
|
-
|
|
|
-
|
%
|
|
|
10,206
|
|
|
-
|
%
|
|
|
8,441
|
|
|
-
|
%
|
|
|
7,689
|
|
|
-
|
%
|
Total
|
|
$
|
61,617
|
|
|
100
|
%
|
|
$
|
44,979
|
|
|
100
|
%
|
|
$
|
44,266
|
|
|
100
|
%
|
|
$
|
39,572
|
|
|
100
|
%
|
|
$
|
33,890
|
|
|
100
|
%
|
|
|
At
December 31, 2006
|
|
Certificates
of
deposit $100,000 and over:
|
|
|
|
Maturing
within
three months
|
|
$
|
612,192
|
After
three but within six months
|
|
|
358,590
|
After
six but within twelve months
|
|
|
385,040
|
After
twelve months
|
|
|
321,356
|
Total
certificates of deposit $100,000 and over (1)
|
|
$
|
1,677,178
|
|
|
|
|
Other
time deposits $100,000 and over (2):
|
|
|
|
Maturing
within
three months
|
|
$
|
12,725
|
After
three but within six months
|
|
|
18,061
|
After
six but within twelve months
|
|
|
16,278
|
After
twelve months
|
|
|
11,623
|
Total
other time deposits $100,000 and over
|
|
$
|
58,687
|
|
|
|
|
(1) Includes
brokered deposits of $569.6 million.
|
|||
(2) Consists
of time deposits held in individual retirement accounts (IRA’s) and time
certificates that the customer has the option to increase the principal
balance and maintain the original interest
rate.
|
|
At
December 31,
|
|||||
|
2006
|
2005
|
||||
|
Amount
|
Percent
|
Amount
|
Percent
|
||
|
|
|
|
|
||
Demand
deposits, noninterest bearing
|
$
|
976,194
|
16.55%
|
$
|
694,548
|
16.53%
|
NOW
and
money market accounts
|
1,125,851
|
19.08
|
723,157
|
17.21
|
||
Savings
deposits
|
485,400
|
8.23
|
481,189
|
11.45
|
||
Time
certificates, $100,000 or more
|
1,735,865
|
29.43
|
1,252,034
|
29.80
|
||
Other
time certificates
|
1,575,922
|
26.71
|
1,050,772
|
25.01
|
||
Total
|
$
|
5,899,232
|
100.00%
|
$
|
4,201,700
|
100.00%
|
|
|
At
or For the Year Ended December 31,
|
|||||
|
|
2006
|
2005
|
2004
|
|||
|
|
|
|
|
|
|
|
Federal
funds purchased:
|
|
|
|
|
|
|
|
Average
balance outstanding
|
|
$
|
43,390
|
$
|
47,095
|
$
|
25,431
|
Maximum
outstanding at any month-end during the period
|
|
|
105,300
|
|
156,700
|
|
63,000
|
Balance
outstanding at end of period
|
|
|
105,300
|
|
30,600
|
|
-
|
Weighted
average interest rate during the period
|
|
|
5.13%
|
|
3.24%
|
|
1.79%
|
Weighted
average interest rate at end of the period
|
|
|
5.44%
|
|
4.46%
|
|
-
%
|
Securities
sold under agreements to repurchase:
|
|
|
|
|
|
|
|
Average
balance outstanding
|
|
$
|
410,184
|
$
|
414,239
|
$
|
251,055
|
Maximum
outstanding at any month-end during the period
|
|
|
498,115
|
|
491,762
|
|
333,936
|
Balance
outstanding at end of period (1)
|
|
|
407,145
|
|
477,329
|
|
333,936
|
Weighted
average interest rate during the period
|
|
|
4.05%
|
|
2.85%
|
|
1.27%
|
Weighted
average interest rate at end of the period
|
|
|
4.01%
|
|
3.58%
|
|
1.89%
|
Federal
Home Loan Bank advances:
|
|
|
|
|
|
|
|
Average
balance outstanding
|
|
$
|
205,805
|
$
|
217,583
|
$
|
192,720
|
Maximum
outstanding at any month-end during the period
|
|
|
239,679
|
|
242,742
|
|
237,219
|
Balance
outstanding at end of period
|
|
|
204,026
|
|
237,718
|
|
237,219
|
Weighted
average interest rate during the period
|
|
|
4.94%
|
|
3.01%
|
|
1.57%
|
Weighted
average interest rate at end of the period
|
|
|
5.30%
|
|
4.43%
|
|
2.20%
|
Treasury,
tax and loan demand notes
|
|
|
|
|
|
|
|
Average
balance outstanding
|
|
$
|
1,545
|
$
|
-
|
$
|
-
|
Maximum
outstanding at any month-end during the period
|
|
|
3,959
|
|
-
|
|
-
|
Balance
outstanding at end of period
|
|
|
-
|
|
-
|
|
-
|
Weighted
average interest rate during the period
|
|
|
4.48%
|
|
-
|
|
-
|
Weighted
average interest rate at end of the period
|
|
|
-
|
|
-
|
|
-
|
Correspondent
bank lines of credit:
|
|
|
|
|
|
|
|
Average
balance outstanding
|
|
$
|
1,115
|
$
|
1,904
|
$
|
3,262
|
Maximum
outstanding at any month-end during the period
|
|
|
12,000
|
|
10,000
|
|
26,000
|
Balance
outstanding at end of period
|
|
|
-
|
|
-
|
|
-
|
Weighted
average interest rate during the period
|
|
|
6.11%
|
|
4.35%
|
|
2.80%
|
Weighted
average interest rate at end of the period
|
|
|
-
|
|
-
|
|
-
|
(1)
|
Balance
includes customer repurchase agreements totaling $370.2 million,
$196.0
million and $161.5 million at December 31, 2006, 2005 and 2004,
respectively.
|
|
|
Payments
Due by Period
|
|
|||||||||||||
Contractual
Obligations
|
|
Total
|
|
Less
than 1 Year
|
|
1
-
3 Years
|
|
3
-
5 Years
|
|
More
than 5 Years
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Time
deposits
|
|
$
|
3,311,787
|
|
$
|
2,806,365
|
|
$
|
322,640
|
|
$
|
57,816
|
|
$
|
124,966
|
|
Long-term
borrowings
|
|
|
258,439
|
|
|
5,497
|
|
|
87,737
|
|
|
4,326
|
|
|
160,879
|
|
Junior
subordinated notes issued to capital trusts (1)
|
|
|
179,162
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
179,162
|
|
Operating
leases
|
|
|
19,936
|
|
|
3,285
|
|
|
4,265
|
|
|
1,975
|
|
|
10,411
|
|
Capital
expenditures
|
|
|
6,680
|
|
|
6,680
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Total
|
|
$
|
3,776,004
|
|
$
|
2,821,827
|
|
$
|
414,642
|
|
$
|
64,117
|
|
$
|
475,418
|
|
Letters
of Credit and commitments to extend credit
|
|
$
|
2,030,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To
Be Well
|
|
||
|
|
|
|
|
|
|
|
|
Capitalized
Under
|
|
||
|
|
|
|
|
For
Capital
|
|
Prompt
Corrective
|
|
||||
|
Actual
|
|
Adequacy
Purposes
|
|
Action
Provisions
|
|
||||||
|
Amount
|
Ratio
|
|
Amount
|
Ratio
|
|
Amount
|
Ratio
|
|
|||
As
of December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
$
|
709,163
|
11.80
|
%
|
$
|
480,789
|
8.00
|
%
|
$
|
N/A
|
N/A
|
%
|
MB
Financial Bank
|
|
659,133
|
11.61
|
|
|
454,156
|
8.00
|
|
|
567,695
|
10.00
|
|
Union
Bank
|
|
42,757
|
13.35
|
|
|
25,621
|
8.00
|
|
|
32,027
|
10.00
|
|
Tier
1 capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
630,546
|
10.49
|
|
|
240,395
|
4.00
|
|
|
N/A
|
N/A
|
|
MB
Financial Bank
|
|
590,150
|
10.40
|
|
|
227,078
|
4.00
|
|
|
340,617
|
6.00
|
|
Union
Bank
|
|
33,124
|
10.34
|
|
|
12,811
|
4.00
|
|
|
19,216
|
6.00
|
|
Tier
1 capital (to average assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
630,546
|
8.39
|
|
|
300,724
|
4.00
|
|
|
N/A
|
N/A
|
|
MB
Financial Bank
|
|
590,150
|
8.31
|
|
|
284,026
|
4.00
|
|
|
355,033
|
5.00
|
|
Union
Bank
|
|
33,124
|
7.87
|
|
|
16,829
|
4.00
|
|
|
21,036
|
5.00
|
|
|
Time
to Maturity or Repricing
|
|||||||||
|
0
- 90
|
91
- 365
|
1
- 5
|
Over
5
|
|
|
||||
|
Days
|
Days
|
Years
|
Years
|
Total
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Interest
Earning Assets:
|
|
|
|
|
|
|
|
|
|
|
Interest
bearing deposits with banks
|
$
|
7,990
|
$
|
441
|
$
|
682
|
$
|
-
|
$
|
9,113
|
Investment
securities available for sale
|
|
231,130
|
|
225,588
|
|
643,386
|
|
613,221
|
|
1,713,325
|
Loans
|
|
3,040,371
|
|
763,616
|
|
1,366,603
|
|
85,491
|
|
5,256,081
|
|
|
|
|
|
|
|
|
|
|
|
Total
interest earning assets
|
$
|
3,279,491
|
$
|
989,645
|
$
|
2,010,671
|
$
|
698,712
|
$
|
6,978,519
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Bearing Liabilities:
|
|
|
|
|
|
|
|
|
|
|
NOW
and money market deposit
|
|
|
|
|
|
|
|
|
|
|
Accounts
|
$
|
73,005
|
$
|
218,447
|
$
|
543,460
|
$
|
290,939
|
$
|
1,125,851
|
Savings
deposits
|
|
35,846
|
|
107,011
|
|
242,217
|
|
100,326
|
|
485,400
|
Time
deposits
|
|
1,246,639
|
|
1,728,742
|
|
334,127
|
|
2,279
|
|
3,311,787
|
Short-term
borrowings
|
|
561,456
|
|
154,527
|
|
488
|
|
-
|
|
716,471
|
Long-term
borrowings
|
|
59,866
|
|
3,960
|
|
92,321
|
|
102,292
|
|
258,439
|
Junior
subordinated notes issued
|
|
|
|
|
|
|
|
|
|
|
to
capital trusts
|
|
110,454
|
|
-
|
|
-
|
|
68,708
|
|
179,162
|
|
|
|
|
|
|
|
|
|
|
|
Total
interest bearing liabilities
|
$
|
2,087,266
|
$
|
2,212,687
|
$
|
1,212,613
|
$
|
564,544
|
$
|
6,077,110
|
|
|
|
|
|
|
|
|
|
|
|
Rate
sensitive assets (RSA)
|
$
|
3,279,491
|
$
|
4,269,136
|
$
|
6,279,807
|
$
|
6,978,519
|
$
|
6,978,519
|
Rate
sensitive liabilities (RSL)
|
|
2,087,266
|
|
4,299,953
|
|
5,512,566
|
|
6,077,110
|
|
6,077,110
|
Cumulative
GAP
|
|
1,192,225
|
|
(30,817)
|
|
767,241
|
|
901,409
|
|
901,409
|
(GAP=RSA-RSL)
|
|
|
|
|
|
|
|
|
|
|
RSA/Total
assets
|
|
41.11
%
|
|
53.51
%
|
|
78.71%
|
|
87.47
%
|
|
87.47
%
|
RSL/Total
assets
|
|
26.16
%
|
|
53.90
%
|
|
69.09
%
|
|
76.17
%
|
|
76.17
%
|
GAP/Total
assets
|
|
14.94
%
|
|
(0.39)
%
|
|
9.62
%
|
|
11.30
%
|
|
11.30
%
|
GAP/RSA
|
|
36.35%
|
|
(0.72)
%
|
|
12.22
%
|
|
12.92
%
|
|
12.92
%
|
Immediate
|
|
Change
in Net Interest Income Over One Year Horizon
|
||||||
Changes
in
|
|
At
December 31, 2006
|
|
At
December 31, 2005
|
||||
Levels
of
|
|
Dollar
|
Percentage
|
|
Dollar
|
Percentage
|
||
Interest
Rates
|
|
Change
|
Change
|
|
Change
|
Change
|
||
+
2.00 %
|
|
$
|
2,507
|
1.06
%
|
|
$
|
6,770
|
3.56
%
|
+
1.00
|
|
1,932
|
0.82
|
|
4,376
|
2.30
|
||
(1.00)
|
|
(3,139)
|
(1.32)
|
|
(6,006)
|
(3.16)
|
||
(2.00)
|
|
(9,713)
|
(4.10)
|
|
(14,893)
|
(7.83)
|
Gradual
|
|
Change
in Net Interest Income Over One Year Horizon
|
||||||
Changes
in
|
|
At
December 31, 2006
|
|
At
December 31, 2005
|
||||
Levels
of
|
|
Dollar
|
Percentage
|
|
Dollar
|
Percentage
|
||
Interest
Rates
|
|
Change
|
Change
|
|
Change
|
Change
|
||
+
2.00 %
|
|
$
|
1,693
|
0.71
%
|
|
$
|
5,517
|
2.90
%
|
+
1.00
|
|
1,322
|
0.56
|
|
3,674
|
1.93
|
||
(1.00)
|
|
(2,170)
|
(0.92)
|
|
(4,002
|
(2.11)
|
||
(2.00)
|
|
(3,735)
|
(1.58)
|
|
(9,084)
|
(4.78)
|
|
Page
|
MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING
|
55
|
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL
OVER
FINANCIAL REPORTING
|
56
|
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON THE CONSOLIDATED
FINANCIAL STATEMENTS
|
58
|
|
|
FINANCIAL
STATEMENTS
|
|
|
|
Consolidated
Balance Sheets
|
59
|
|
|
Consolidated
Statements of Income
|
60
|
|
|
Consolidated
Statements of Changes in Stockholders' Equity
|
61
|
|
|
Consolidated
Statements of Cash Flows
|
63
|
|
|
Notes
to Consolidated Financial Statements
|
65
|
|
|
/s/
Mitchell Feiger
|
|
|
/s/
Jill E. York
|
Mitchell
Feiger
|
|
|
Jill
E. York
|
President
and
|
|
|
Vice
President and
|
Chief
Executive Officer
|
|
|
Chief
Financial Officer
|
MB
FINANCIAL, INC. & SUBSIDIARIES
|
|
|
|
|
|
|
CONSOLIDATED
BALANCE SHEETS
|
|
|
|
|
|
|
December
31, 2006 and 2005 (2005 restated for SFAS 123R)
|
|
|
|
|
|
|
(Amounts
in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
2006
|
|
2005
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and due from banks
|
|
|
$
|
150,935
|
$
|
92,001
|
Interest
bearing deposits with banks
|
|
|
|
9,113
|
|
12,783
|
Federal
funds sold
|
|
|
|
2
|
|
-
|
Investment
securities available for sale
|
|
|
|
1,713,325
|
|
1,405,844
|
Loans
held for sale
|
|
|
|
-
|
|
500
|
Loans
(net of allowance for loan losses of $61,617 at December 31, 2006
and
|
|
|
|
|
|
|
$44,979
at December 31, 2005)
|
|
|
|
5,194,464
|
|
3,701,203
|
Lease
investments, net
|
|
|
|
80,258
|
|
65,696
|
Premises
and equipment, net
|
|
|
|
197,619
|
|
147,701
|
Cash
surrender value of life insurance
|
|
|
|
120,893
|
|
90,194
|
Goodwill,
net
|
|
|
|
379,047
|
|
125,010
|
Other
intangibles, net
|
|
|
|
28,856
|
|
12,594
|
Other
assets
|
|
|
|
103,786
|
|
65,539
|
Total
assets
|
|
|
$
|
7,978,298
|
$
|
5,719,065
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
Noninterest
bearing
|
|
|
$
|
976,194
|
$
|
694,548
|
Interest
bearing
|
|
|
|
4,923,038
|
|
3,507,152
|
Total
deposits
|
|
|
|
5,899,232
|
|
4,201,700
|
Short-term
borrowings
|
|
|
|
716,471
|
|
745,647
|
Long-term
borrowings
|
|
|
|
258,439
|
|
71,216
|
Junior
subordinated notes issued to capital trusts
|
|
|
|
179,162
|
|
123,526
|
Accrued
expenses and other liabilities
|
|
|
|
78,042
|
|
69,990
|
Total
liabilities
|
|
|
|
7,131,346
|
|
5,212,079
|
|
|
|
|
|
|
|
Stockholders'
Equity:
|
|
|
|
|
|
|
Common
stock, ($0.01 par value; authorized 40,000,000 shares; issued
37,332,328
shares at December 31, 2006 and 28,912,803 at December 31,
2005)
|
|
|
|
373
|
|
289
|
Additional
paid-in capital
|
|
|
|
439,502
|
|
141,745
|
Retained
earnings
|
|
|
|
437,353
|
|
390,407
|
Accumulated
other comprehensive loss
|
|
|
|
(7,602)
|
|
(9,453)
|
Less:
666,120 and 453,461 shares of treasury stock, at cost, at December
31,
2006
and December 31, 2005, respectively
|
|
|
|
(22,674)
|
|
(16,002)
|
Total
stockholders' equity
|
|
|
|
846,952
|
|
506,986
|
|
|
|
|
|
|
|
Total
liabilities and stockholders' equity
|
|
|
$
|
7,978,298
|
$
|
5,719,065
|
MB
FINANCIAL, INC. & SUBSIDIARIES
|
|
|||||
CONSOLIDATED
STATEMENTS OF INCOME
|
|
|||||
Years
Ended December 31, 2006, 2005 and 2004 (2005 and 2004 restated for
SFAS
123R)
|
|
|||||
(Amounts
in thousands, except share and per share data)
|
|
|||||
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
Interest
income:
|
|
|
|
|
|
|
Loans
|
$
|
330,437
|
$
|
236,088
|
$
|
178,139
|
Investment
securities:
|
|
|
|
|
|
|
Taxable
|
|
55,141
|
|
47,305
|
|
43,061
|
Nontaxable
|
|
11,843
|
|
10,062
|
|
8,166
|
Federal
funds sold
|
|
669
|
|
84
|
|
48
|
Other
interest bearing deposits
|
|
470
|
|
365
|
|
100
|
Total
interest income
|
|
398,560
|
|
293,904
|
|
229,514
|
|
|
|
|
|
|
|
Interest
expense:
|
|
|
|
|
|
|
Deposits
|
|
150,139
|
|
82,256
|
|
53,374
|
Short-term
borrowings
|
|
29,165
|
|
19,982
|
|
6,754
|
Long-term
borrowings and junior subordinated notes
|
|
17,844
|
|
10,280
|
|
8,986
|
Total
interest expense
|
|
197,148
|
|
112,518
|
|
69,114
|
Net
interest income
|
|
201,412
|
|
181,386
|
|
160,400
|
|
|
|
|
|
|
|
Provision
for loan losses
|
|
10,100
|
|
8,650
|
|
7,800
|
|
|
|
|
|
|
|
Net
interest income after provision for loan losses
|
|
191,312
|
|
172,736
|
|
152,600
|
|
|
|
|
|
|
|
Other
income:
|
|
|
|
|
|
|
Loan
service fees
|
|
5,441
|
|
5,194
|
|
4,648
|
Deposit
service fees
|
|
20,244
|
|
19,469
|
|
18,727
|
Lease
financing, net
|
|
13,369
|
|
14,232
|
|
15,111
|
Brokerage
fees
|
|
9,370
|
|
7,924
|
|
9,766
|
Trust
and asset management fees
|
|
6,916
|
|
5,840
|
|
5,457
|
Net
(loss) on sale of securities available for sale
|
|
(445)
|
|
(1,531)
|
|
(308)
|
Increase
in cash surrender value of life insurance
|
|
4,192
|
|
3,890
|
|
3,757
|
Net
gain on sale of assets
|
|
860
|
|
20
|
|
3,060
|
Merchant
card processing
|
|
6,848
|
|
2,251
|
|
4
|
Other
operating income
|
|
6,109
|
|
5,140
|
|
5,092
|
|
|
72,904
|
|
62,429
|
|
65,314
|
Other
expenses:
|
|
|
|
|
|
|
Salaries
and employee benefits
|
|
93,766
|
|
76,826
|
|
70,311
|
Occupancy
and equipment expense
|
|
25,490
|
|
23,400
|
|
21,177
|
Computer
services expense
|
|
6,978
|
|
5,785
|
|
4,913
|
Advertising
and marketing expense
|
|
4,907
|
|
5,786
|
|
5,045
|
Professional
and legal expense
|
|
2,302
|
|
3,133
|
|
2,356
|
Brokerage
fee expense
|
|
4,986
|
|
3,857
|
|
4,651
|
Telecommunication
expense
|
|
2,719
|
|
3,395
|
|
2,888
|
Other
intangibles amortization expense
|
|
1,971
|
|
993
|
|
1,015
|
Merchant
card processing
|
|
6,210
|
|
2,035
|
|
-
|
Other
operating expenses
|
|
18,349
|
|
16,422
|
|
14,792
|
|
|
167,678
|
|
141,632
|
|
127,148
|
|
|
|
|
|
|
|
Income
before income taxes
|
|
96,538
|
|
93,533
|
|
90,766
|
|
|
|
|
|
|
|
Income
taxes
|
|
29,424
|
|
28,779
|
|
27,638
|
|
|
|
|
|
|
|
Net
income
|
$
|
67,114
|
$
|
64,754
|
$
|
63,128
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
share data:
|
|
|
|
|
|
|
Basic
earnings per common share
|
$
|
2.15
|
$
|
2.27
|
$
|
2.26
|
Diluted
earnings per common share
|
$
|
2.12
|
$
|
2.24
|
$
|
2.21
|
Weighted
average common shares outstanding
|
|
31,156,887
|
|
28,480,909
|
|
27,886,191
|
Diluted
weighted average common shares outstanding
|
|
31,687,220
|
|
28,895,042
|
|
28,537,111
|
MB
FINANCIAL, INC. & SUBSIDIARIES
|
||||||||||||||
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
|
||||||||||||||
Years
Ended December 31, 2006, 2005 and 2004 (2005 and 2004 restated for
SFAS
123R)
|
||||||||||||||
(Amounts
in thousands, except share and per share data)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Comprehensive
|
|
|
Total
Stock-
|
|||
|
Comprehensive
|
Common
|
Paid-in
|
Retained
|
Income
(Loss),
|
Treasury
|
holders'
|
|||||||
|
Income
|
Stock
|
Capital
|
Earnings
|
Net
of Tax
|
Stock
|
Equity
|
|||||||
Balance
at January 1, 2004
|
|
|
$
|
268
|
$
|
78,355
|
$
|
292,414
|
$
|
8,531
|
$
|
(1,851)
|
$
|
377,717
|
Net
income
|
$
|
63,128
|
|
|
|
|
|
63,128
|
|
|
|
|
|
63,128
|
Unrealized
holding losses on investment securities,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net
of tax
|
|
(2,852)
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification
adjustment for deferred gain on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
interest
only securities, net of tax
|
|
(1,458)
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification
adjustments for losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
included
in net income, net of tax
|
|
200
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive loss, net of tax
|
|
(4,110)
|
|
|
|
|
|
|
|
(4,110)
|
|
|
|
(4,110)
|
Comprehensive
income
|
$
|
59,018
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of 2,021,615 shares of common stock in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
business
combination
|
|
|
|
21
|
|
66,852
|
|
|
|
|
|
|
|
66,873
|
Issuance
of 97 shares of common stock for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
employee
stock awards
|
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
-
|
Issuance
of 31,397 shares of restricted stock, net of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
forfeitures
and amortization
|
|
|
|
|
|
376
|
|
|
|
|
|
|
|
376
|
Purchase
of 248,000 shares of treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
(8,913)
|
|
(8,913)
|
Reissuance
of 1,051 shares of treasury stock as
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
restricted
stock
|
|
|
|
|
|
(34)
|
|
|
|
|
|
34
|
|
-
|
Reissuance
of 115 shares of treasury stock for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
employee
stock awards
|
|
|
|
|
|
(4)
|
|
|
|
|
|
4
|
|
-
|
Paid-in
capital - stock options
|
|
|
|
|
|
1,948
|
|
|
|
|
|
|
|
1,948
|
Stock
options exercised - issuance of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,424
shares and reissuance of 102,705
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares
of treasury stock
|
|
|
|
|
|
(2,018)
|
|
|
|
|
|
3,421
|
|
1,403
|
Cash
dividends declared ($0.50 per share)
|
|
|
|
|
|
|
|
(13,885)
|
|
|
|
|
|
(13,885)
|
Balance
at December 31, 2004
|
|
|
$
|
289
|
$
|
145,475
|
$
|
341,657
|
$
|
4,421
|
$
|
(7,305)
|
$
|
484,537
|
Net
income
|
$
|
64,754
|
|
|
|
|
|
64,754
|
|
|
|
|
|
64,754
|
Unrealized
holding losses on investment securities,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net
of tax
|
|
(14,869)
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification
adjustments for losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
included
in net income, net of tax
|
|
995
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive loss, net of tax
|
|
(13,874)
|
|
|
|
|
|
|
|
(13,874)
|
|
|
|
(13,874)
|
Comprehensive
income
|
$
|
50,880
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of 44,840 shares of restricted stock, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of
forfeitures and amortization
|
|
|
|
|
|
922
|
|
|
|
|
|
|
|
922
|
Purchase
of 609,731 shares of treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
(24,340)
|
|
(24,340)
|
Reissuance
of 296 shares of treasury stock for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
employee
stock awards
|
|
|
|
|
|
1
|
|
|
|
|
|
8
|
|
9
|
Paid-in
capital - stock options
|
|
|
|
|
|
2,316
|
|
|
|
|
|
|
|
2,316
|
Stock
options exercised - Reissuance of 448,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares
of treasury stock
|
|
|
|
|
|
(8,709)
|
|
|
|
|
|
17,375
|
|
8,666
|
Cash
dividends declared ($0.56 per share)
|
|
|
|
|
|
|
|
(16,004)
|
|
|
|
|
|
(16,004)
|
Shares
held in trust for deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
compensation
plan (91,045 shares)
|
|
|
|
|
|
1,740
|
|
|
|
|
|
(1,740)
|
|
-
|
Balance
at December 31, 2005
|
|
|
$
|
289
|
$
|
141,745
|
$
|
390,407
|
$
|
(9,453)
|
$
|
(16,002)
|
$
|
506,986
|
MB
FINANCIAL, INC. & SUBSIDIARIES
|
||||||||||||||
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
|
||||||||||||||
Years
Ended December 31, 2006, 2005 and 2004 (2005 and 2004 restated for
SFAS
123R)
|
||||||||||||||
(Amounts
in thousands, except share and per share data)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Comprehensive
|
|
|
Total
Stock-
|
|||
|
Comprehensive
|
Common
|
Paid-in
|
Retained
|
Income
(Loss),
|
Treasury
|
holders'
|
|||||||
|
Income
|
Stock
|
Capital
|
Earnings
|
Net
of Tax
|
Stock
|
Equity
|
|||||||
Balance
at January 1, 2006
|
|
|
$
|
289
|
$
|
141,745
|
$
|
390,407
|
$
|
(9,453)
|
$
|
(16,002)
|
$
|
506,986
|
Net
income
|
$
|
67,114
|
|
|
|
|
|
67,114
|
|
|
|
|
|
67,114
|
Unrealized
holding gains on investment securities,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net
of tax
|
|
1,562
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification
adjustments for losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
included
in net income, net of tax
|
|
289
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive loss, net of tax
|
|
1,851
|
|
|
|
|
|
|
|
1,851
|
|
|
|
1,851
|
Comprehensive
income
|
$
|
68,965
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of 8,374,308 shares of common stock in
|
|
|
|
84
|
|
296,812
|
|
|
|
|
|
|
|
296,896
|
business
combination
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of 45,217 shares of restricted stock, net of forteitures and
amortization
|
|
|
|
|
|
1,447
|
|
|
|
|
|
|
|
1,447
|
Purchase
of 390,000 shares of treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
(13,833)
|
|
(13,833)
|
Reissuance
of 161 shares of treasury stock for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
employee
stock awards
|
|
|
|
|
|
(1)
|
|
|
|
|
|
6
|
|
5
|
Paid-in
capital - stock options
|
|
|
|
|
|
2,527
|
|
|
|
|
|
|
|
2,527
|
Stock
options exercised - Reissuance of 185,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares
of treasury stock
|
|
|
|
|
|
(3,307)
|
|
|
|
|
|
7,434
|
|
4,127
|
Cash
dividends declared ($0.66 per share)
|
|
|
|
|
|
|
|
(20,168)
|
|
|
|
|
|
(20,168)
|
Purchase
of 8,402 shares held in trust for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
deferred
Compensation plan
|
|
|
|
|
|
279
|
|
|
|
|
|
(279)
|
|
-
|
Balance
at December 31, 2006
|
|
|
$
|
373
|
$
|
439,502
|
$
|
437,353
|
$
|
(7,602)
|
$
|
(22,674)
|
$
|
846,952
|
MB
FINANCIAL, INC. & SUBSIDIARIES
|
|
|
|
|
|
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
Years
Ended December 31, 2006, 2005 and 2004
|
|
|
|
|
|
|
(Amounts
in Thousands)
|
|
|
|
|
|
|
|
2006
|
2005
|
2004
|
|||
Cash
Flows From Operating Activities
|
|
|
|
|
|
|
Net
income
|
$
|
67,114
|
$
|
64,754
|
$
|
63,128
|
Adjustments
to reconcile net income to net cash
|
|
|
|
|
|
|
provided
by operating activities:
|
|
|
|
|
|
|
Depreciation
|
|
37,550
|
|
35,661
|
|
34,007
|
Amortization
of restricted stock awards
|
|
1,447
|
|
922
|
|
376
|
Compensation
expense for stock option grants
|
|
2,527
|
|
2,483
|
|
2,001
|
Gain
on sales of premises and equipment and leased equipment
|
|
(1,830)
|
|
(908)
|
|
(3,766)
|
Amortization
of other intangibles
|
|
1,971
|
|
993
|
|
1,015
|
Provision
for loan losses
|
|
10,100
|
|
8,650
|
|
7,800
|
Deferred
income tax (benefit) expense
|
|
10,949
|
|
(8,883)
|
|
16,168
|
Amortization
of premiums and discounts on investment securities, net
|
|
6,802
|
|
13,754
|
|
14,733
|
Accretion
of premiums and discounts on loans, net
|
|
(2,097)
|
|
-
|
|
-
|
Trading
securities transactions, net
|
|
903
|
|
-
|
|
-
|
Net
loss on sale of investment securities
|
|
445
|
|
1,531
|
|
308
|
Proceeds
from sale of loans held for sale
|
|
385,346
|
|
19,753
|
|
20,784
|
Origination
of loans held for sale
|
|
(39,060)
|
|
(19,579)
|
|
(17,062)
|
Net
gain on sale of loans held for sale
|
|
(954)
|
|
(302)
|
|
(264)
|
Increase
in cash surrender value of life insurance
|
|
(4,192)
|
|
(3,890)
|
|
(3,757)
|
Interest
only securities accretion
|
|
-
|
|
-
|
|
(174)
|
Gain
on interest only securities pool termination
|
|
(718)
|
|
(1,724)
|
|
(874)
|
Increase
in other assets
|
|
(14,787)
|
|
(3,185)
|
|
(5,357)
|
Increase
(decrease) in other liabilities, net
|
|
(11,013)
|
|
2,058
|
|
(20,088)
|
Net
cash provided by operating activities
|
|
450,503
|
|
112,088
|
|
108,978
|
|
|
|
|
|
|
|
Cash
Flows From Investing Activities
|
|
|
|
|
|
|
Proceeds
from sales of investment securities available for sale
|
|
400,710
|
|
376,976
|
|
195,054
|
Proceeds
from maturities and calls of investment securities available for
sale
|
|
278,665
|
|
183,288
|
|
222,880
|
Purchase
of investment securities available for sale
|
|
(246,965)
|
|
(611,295)
|
|
(465,952)
|
Net
increase in loans
|
|
(430,237)
|
|
(408,562)
|
|
(315,396)
|
Purchases
of premises and equipment and leased equipment
|
|
(58,987)
|
|
(67,471)
|
|
(63,881)
|
Proceeds
from sales of premises and equipment and leased equipment
|
|
7,070
|
|
2,981
|
|
15,030
|
Principal
paid on lease investments
|
|
(721)
|
|
(719)
|
|
(261)
|
Cash
paid, net of cash and cash equivalents in acquisitions
|
|
(58,979)
|
|
(450)
|
|
(30,432)
|
Proceeds
received from interest only receivables
|
|
-
|
|
-
|
|
543
|
Net
cash used in investing activities
|
|
(109,444)
|
|
(525,252)
|
|
(442,415)
|
|
|
|
|
|
|
|
Cash
Flows From Financing Activities
|
|
|
|
|
|
|
Net
increase (decrease) in deposits
|
|
(185,222)
|
|
239,688
|
|
210,070
|
Net
increase (decrease) in short-term borrowings
|
|
(76,113)
|
|
174,492
|
|
163,147
|
Proceeds
from long-term borrowings
|
|
65,045
|
|
12,607
|
|
32,925
|
Principal
paid on long-term borrowings
|
|
(90,236)
|
|
(32,484)
|
|
(44,252)
|
Proceeds
from junior subordinated notes issued to capital trusts
|
|
30,000
|
|
35,000
|
|
-
|
Treasury
stock transactions, net
|
|
(14,107)
|
|
(6,957)
|
|
(8,913)
|
Stock
options exercised
|
|
4,124
|
|
4,307
|
|
1,403
|
Excess
tax benefits from share-based payment arrangements
|
|
884
|
|
1,862
|
|
449
|
Dividends
paid on common stock
|
|
(20,168)
|
|
(16,004)
|
|
(13,885)
|
Net
cash provided by (used in) financing activities
|
|
(285,793)
|
|
412,511
|
|
340,944
|
|
|
|
|
|
|
|
Net
increase/(decrease) in cash and cash equivalents
|
$
|
55,266
|
$
|
(653)
|
$
|
7,507
|
|
|
|
|
|
|
|
Cash
and cash equivalents:
|
|
|
|
|
|
|
Beginning
of year
|
|
104,784
|
|
105,437
|
|
97,930
|
|
|
|
|
|
|
|
End
of year
|
$
|
160,050
|
$
|
104,784
|
$
|
105,437
|
MB
FINANCIAL, INC. & SUBSIDIARIES
|
|
|
|
|
|
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS (continued)
|
|
|
|
|
|
|
Years
Ended December 31, 2006, 2005 and 2004
|
|
|
|
|
|
|
(Amounts
in Thousands)
|
|
|
|
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
Supplemental
Disclosures of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
payments for:
|
|
|
|
|
|
|
Interest
paid to depositors and other borrowed funds
|
$
|
197,087
|
$
|
106,639
|
$
|
68,053
|
Income
taxes paid, net of refunds
|
|
31,221
|
|
17,312
|
|
20,130
|
|
|
|
|
|
|
|
Supplemental
Schedule of Noncash Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
transferred to other real estate owned
|
$
|
3,074
|
$
|
566
|
$
|
274
|
Loans
securitized transferred to investment securities available for
sale
|
|
-
|
|
28,754
|
|
88,217
|
|
|
|
|
|
|
|
Supplemental
Schedule of Noncash Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncash
assets acquired:
|
|
|
|
|
|
|
Investment
securities available for sale
|
$
|
744,292
|
$
|
-
|
$
|
162,077
|
Trading
securities
|
|
898
|
|
-
|
|
-
|
Loans
held for sale
|
|
1,471
|
|
-
|
|
-
|
Loans,
net
|
|
1,418,638
|
|
-
|
|
295,799
|
Premises
and equipment, net
|
|
48,703
|
|
-
|
|
10,305
|
Goodwill,
net
|
|
253,783
|
|
382
|
|
52,335
|
Other
intangibles, net
|
|
18,233
|
|
-
|
|
7,042
|
Cash
surrender value of life insurance
|
|
26,507
|
|
-
|
|
-
|
Other
assets
|
|
21,321
|
|
-
|
|
5,155
|
Total
noncash assets acquired:
|
|
2,533,846
|
|
382
|
|
532,713
|
|
|
|
|
|
|
|
Liabilities
assumed:
|
|
|
|
|
|
|
Deposits
|
|
1,882,754
|
|
-
|
|
319,907
|
Short-term
borrowings
|
|
46,937
|
|
-
|
|
16,408
|
Long-term
borrowings
|
|
212,414
|
|
-
|
|
80,956
|
Junior
subordinated notes issued to capital trusts
|
|
24,775
|
|
-
|
|
-
|
Accrued
expenses and other liabilities
|
|
12,559
|
|
-
|
|
18,137
|
Total
liabilities assumed:
|
|
2,179,439
|
|
-
|
|
435,408
|
Net
noncash assets acquired:
|
$
|
354,407
|
$
|
382
|
$
|
97,305
|
|
|
|
|
|
|
|
Cash
and cash equivalents acquired
|
$
|
16,585
|
$
|
-
|
$
|
42,856
|
|
|
|
|
|
|
|
Stock
issuance in lieu of cash paid in acquisition
|
$
|
296,896
|
$
|
-
|
$
|
66,873
|
|
|
|
|
|
|
|
|
2006
|
2005
|
2004
|
|||
|
|
|
|
|
|
|
Net
income
|
$
|
67,114
|
$
|
64,754
|
$
|
63,128
|
|
|
|
|
|
|
|
Weighted
average common shares outstanding
|
|
31,156,887
|
|
28,480,909
|
|
27,886,191
|
Effect
of dilutive options
|
|
530,333
|
|
414,133
|
|
650,920
|
Weighted
average common shares outstanding used to calculate
|
|
|
|
|
|
|
diluted
earnings per common share
|
|
31,687,220
|
|
28,895,042
|
|
28,625,171
|
|
|
|
|
|
|
|
Basic
earnings per common share
|
$
|
2.15
|
$
|
2.27
|
$
|
2.26
|
Diluted
earnings per common share
|
|
2.12
|
|
2.24
|
|
2.21
|
Purchase
Price
of First Oak Brook (in thousands):
|
|
|
Market
value of MB Financial common stock to be issued
|
$
|
296,896
|
Cash
to
be paid
|
|
74,095
|
Transaction
costs, net of tax of $5,172
|
|
11,494
|
Total
purchase price
|
$
|
382,485
|
Allocation
of
the purchase price
|
|
|
Historical
net
assets of First Oak Brook as of August 25, 2006
|
$
|
135,493
|
Fair
market value adjustments as of August 25, 2006
|
|
|
Loans
|
$
|
(32,952)
|
Premises
and
Equipment
|
|
6,379
|
Goodwill
(1)
|
|
253,783
|
Core
deposit intangibles
|
|
18,233
|
Junior
subordinated debt issued to capital trusts
|
|
(1,379)
|
Other
borrowings
|
|
(952)
|
Deferred
taxes
on purchase accounting adjustments
|
|
3,880
|
|
$
|
382,485
|
|
|
|
Deferred
taxes
on purchase accounting adjustments netted with the deferred taxes
on
transaction costs
|
$
|
9,052
|
(1)
|
No
goodwill is expected to be deductible for tax
purposes.
|
|
|
Years
Ended December 31,
|
|
||||
|
|
|
|
|
|
||
|
|
2006
|
|
2005
|
|
||
|
|
|
|
|
|
||
Net
interest income after provision for loan losses
|
|
$
|
221,558
|
|
$
|
232,376
|
|
Noninterest
income
|
|
|
90,248
|
|
|
82,633
|
|
Noninterest
expense
|
|
|
206,730
|
|
|
191,810
|
|
Income
before income taxes
|
|
|
105,076
|
|
|
123,199
|
|
Income
taxes
|
|
|
31,829
|
|
|
38,163
|
|
Net
income
|
|
|
73,247
|
|
|
85,036
|
|
|
|
|
|
|
|
|
|
Per
common share information
|
|
|
|
|
|
|
|
Earnings
|
|
$
|
2.00
|
|
$
|
2.31
|
|
Diluted
earnings
|
|
$
|
1.97
|
|
$
|
2.28
|
|
|
|
|
|
|
|
|
|
Average
common shares issued and outstanding
|
|
|
36,583,597
|
|
|
36,855,217
|
|
Average
diluted common shares outstanding
|
|
|
37,093,116
|
|
|
37,269,350
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
Gross
|
|
|||
|
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
||||
Available
for sale
|
Cost
|
Gains
|
Losses
|
Value
|
||||
|
|
|
|
|
|
|
|
|
December
31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
Treasury securities
|
$
|
11,287
|
$
|
1
|
$
|
(40)
|
$
|
11,248
|
Government
sponsored agencies
|
|
694,327
|
|
1,535
|
|
(3,438)
|
|
692,424
|
States
and political subdivisions
|
|
386,066
|
|
2,728
|
|
(1,857)
|
|
386,937
|
Mortgage-backed
securities
|
|
533,268
|
|
619
|
|
(11,194)
|
|
522,693
|
Corporate
bonds
|
|
39,305
|
|
550
|
|
(529)
|
|
39,326
|
Equity
securities
|
|
60,221
|
|
10
|
|
(81)
|
|
60,150
|
Debt
securities issued by foreign governments
|
|
547
|
|
-
|
|
-
|
|
547
|
|
|
|
|
|
|
|
|
|
Totals
|
$
|
1,725,021
|
$
|
5,443
|
$
|
(17,139)
|
$
|
1,713,325
|
|
|
|
|
|
|
|
|
|
December
31, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
Treasury securities
|
$
|
13,597
|
$
|
16
|
$
|
(63)
|
$
|
13,550
|
Government
sponsored agencies
|
|
335,032
|
|
99
|
|
(2,861)
|
|
332,270
|
States
and political subdivisions
|
|
295,033
|
|
1,627
|
|
(2,954)
|
|
293,706
|
Mortgage-backed
securities
|
|
652,428
|
|
1,301
|
|
(11,153)
|
|
642,576
|
Corporate
bonds
|
|
60,046
|
|
151
|
|
(754)
|
|
59,443
|
Equity
securities
|
|
64,253
|
|
97
|
|
(51)
|
|
64,299
|
|
|
|
|
|
|
|
|
|
Totals
|
$
|
1,420,389
|
$
|
3,291
|
$
|
(17,836)
|
$
|
1,405,844
|
|
Less
Than 12 Months
|
|
12
Months or More
|
Total
|
|||||||||||
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
Fair
|
Unrealized
|
||||||
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
Value
|
Losses
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
December
31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
U.S.
Treasury securities
|
$
|
4,005
|
|
$
|
(3)
|
|
$
|
3,298
|
|
$
|
(37)
|
$
|
7,303
|
$
|
(40)
|
Government
sponsored agencies
|
|
188,199
|
|
|
(1,082)
|
|
|
133,103
|
|
|
(2,356)
|
|
321,302
|
|
(3,438)
|
States
and political subdivisions
|
|
66,567
|
|
|
(805)
|
|
|
78,418
|
|
|
(1,052)
|
|
144,985
|
|
(1,857)
|
Mortgage-backed
securities
|
|
85,820
|
|
|
(892)
|
|
|
393,970
|
|
|
(10,302)
|
|
479,790
|
|
(11,194)
|
Corporate
bonds
|
|
-
|
|
|
(4)
|
|
|
30,784
|
|
|
(525)
|
|
30,784
|
|
(529)
|
Equity
securities
|
|
6,149
|
|
|
(70)
|
|
|
606
|
|
|
(11)
|
|
6,755
|
|
(81)
|
Debt
securities issued by foreign governments
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
-
|
|
-
|
Totals
|
$
|
350,740
|
|
$
|
(2,855)
|
|
$
|
640,180
|
|
$
|
(14,284)
|
$
|
990,920
|
$
|
(17,139)
|
|
Less
Than 12 Months
|
|
12
Months or More
|
Total
|
|||||||||||
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
Fair
|
Unrealized
|
||||||
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
Value
|
Losses
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
December
31, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
U.S.
Treasury securities
|
$
|
7,450
|
|
$
|
(63)
|
|
$
|
-
|
|
$
|
-
|
$
|
7,450
|
$
|
(63)
|
Government
sponsored agencies
|
|
214,602
|
|
|
(2,350)
|
|
|
16,990
|
|
|
(511)
|
|
231,592
|
|
(2,861)
|
States
and political subdivisions
|
|
163,478
|
|
|
(2,259)
|
|
|
23,031
|
|
|
(695)
|
|
186,509
|
|
(2,954)
|
Mortgage-backed
securities
|
|
278,871
|
|
|
(2,908)
|
|
|
271,379
|
|
|
(8,245)
|
|
550,250
|
|
(11,153)
|
Corporate
bonds
|
|
46,456
|
|
|
(536)
|
|
|
6,750
|
|
|
(218)
|
|
53,206
|
|
(754)
|
Equity
securities
|
|
6,150
|
|
|
(51)
|
|
|
-
|
|
|
-
|
|
6,150
|
|
(51)
|
Totals
|
$
|
717,007
|
|
$
|
(8,167)
|
|
$
|
318,150
|
|
$
|
(9,669)
|
$
|
1,035,157
|
$
|
(17,836)
|
|
For
the Years Ended December 31,
|
|||||
|
2006
|
2005
|
2004
|
|||
|
|
|
|
|
|
|
Realized
gains
|
$
|
268
|
$
|
2,657
|
$
|
1,501
|
Realized
losses
|
|
(713)
|
|
(4,188)
|
|
(1,809)
|
Net
(losses) gains
|
$
|
(445)
|
$
|
(1,531)
|
$
|
(308)
|
|
Amortized
|
Fair
|
||
(In
thousands)
|
Cost
|
Value
|
||
|
|
|
|
|
Due
in one year or less
|
$
|
276,573
|
$
|
276,086
|
Due
after one year through five years
|
|
365,909
|
|
362,260
|
Due
after five years through ten years
|
|
350,465
|
|
352,294
|
Due
after ten years
|
|
138,585
|
|
139,837
|
Equity
securities
|
|
60,221
|
|
60,150
|
Mortgage-backed
securities
|
|
533,268
|
|
522,698
|
|
|
|
|
|
Totals
|
$
|
1,725,021
|
$
|
1,713,325
|
|
December
31,
|
|||
|
2006
|
2005
|
||
|
|
|
|
|
Commercial
loans
|
$
|
1,082,032
|
$
|
833,046
|
Commercial
loans collateralized by assignment of lease payments
|
|
456,079
|
|
299,053
|
Commercial
real estate
|
|
1,690,148
|
|
1,456,585
|
Residential
real estate
|
|
606,992
|
|
387,167
|
Construction
real estate
|
|
868,105
|
|
521,434
|
Indirect
vehicle
|
|
110,574
|
|
-
|
Consumer
loans
|
|
442,151
|
|
248,897
|
|
|
|
|
|
Gross
loans (1)
|
|
5,256,081
|
|
3,746,182
|
Allowance
for loan losses
|
|
(61,617)
|
|
(44,979)
|
|
|
|
|
|
Loans,
net
|
$
|
5,194,464
|
$
|
3,701,203
|
|
December
31,
|
|||||
|
2006
|
2005
|
2004
|
|||
|
|
|
|
|||
Loans
for which there were related allowance for loan losses
|
$
|
14,627
|
$
|
14,802
|
$
|
17,371
|
Other
impaired loans
|
|
-
|
|
451
|
|
-
|
|
|
|
|
|
|
|
Total
impaired loans
|
$
|
14,627
|
$
|
15,253
|
$
|
17,371
|
|
|
|
|
|
|
|
Average
monthly balance of impaired loans
|
$
|
14,372
|
$
|
16,438
|
$
|
17,692
|
Related
allowance for loan losses
|
|
4,757
|
|
5,046
|
|
6,504
|
Interest
income recognized on a cash basis
|
|
719
|
|
1,498
|
|
477
|
|
Years
Ended December 31,
|
|||||
|
2006
|
2005
|
2004
|
|||
|
|
|
|
|
|
|
Balance,
beginning of year
|
$
|
44,979
|
$
|
44,266
|
$
|
39,572
|
Additions
from acquisitions
|
|
16,425
|
|
-
|
|
4,052
|
Provision
for loan losses
|
|
10,100
|
|
8,650
|
|
7,800
|
Charge-offs
|
|
(14,114)
|
|
(10,183)
|
|
(9,994)
|
Recoveries
|
|
4,227
|
|
2,246
|
|
2,836
|
Net
charge-offs
|
|
(9,887)
|
|
(7,937)
|
|
(7,158)
|
Balance,
end of year
|
$
|
61,617
|
$
|
44,979
|
$
|
44,266
|
Balance,
beginning of year
|
|
$
|
25,919
|
Additions
|
|
|
24,976
|
Principal
payments and other reductions
|
|
|
(10,776)
|
|
|
|
|
Balance,
end of year
|
|
$
|
40,119
|
|
December
31,
|
||||
|
2006
|
2005
|
|||
|
|
|
|||
Direct
finance leases:
|
|
|
|
|
|
|
Minimum
lease payments
|
$
|
45,438
|
$
|
40,264
|
|
Estimated
unguaranteed residual values
|
5,963
|
4,801
|
||
|
Less:
unearned income
|
(4,832)
|
(3,540)
|
||
Direct
finance leases (1)
|
$
|
46,569
|
$
|
41,525
|
|
|
|
|
|
||
Leveraged
leases:
|
|
|
|
|
|
|
Minimum
lease payments
|
$
|
28,005
|
$
|
36,109
|
|
Estimated
unguaranteed residual values
|
3,664
|
4,051
|
||
|
Less:
unearned income
|
(2,237)
|
(2,649)
|
||
|
Less:
related non-recourse debt
|
(26,104)
|
(34,018)
|
||
Leveraged
leases (1)
|
$
|
3,328
|
$
|
3,493
|
|
|
|
|
|||
Operating
leases:
|
|
|
|||
|
Equipment,
at cost
|
$
|
142,828
|
$
|
127,815
|
|
Less
accumulated depreciation
|
(62,570)
|
(62,119)
|
||
Lease
investments, net
|
$
|
80,258
|
$
|
65,696
|
|
|
|
|
|
|
|
|
Direct
Finance
|
Leveraged
|
Operating
|
|
|
|||
Year
|
Leases
|
Leases
|
Leases
|
Total
|
||||
|
|
|
|
|
|
|
|
|
2007
|
$
|
23,587
|
$
|
14,696
|
$
|
23,917
|
$
|
62,200
|
2008
|
|
13,388
|
|
8,710
|
|
17,003
|
|
39,101
|
2009
|
|
5,245
|
|
3,794
|
|
10,425
|
|
19,464
|
2010
|
|
1,895
|
|
805
|
|
5,245
|
|
7,945
|
2011
|
|
662
|
|
-
|
|
2,463
|
|
3,125
|
2012
& Thereafter
|
|
661
|
|
-
|
|
88
|
|
749
|
|
$
|
45,438
|
$
|
28,005
|
$
|
59,141
|
$
|
132,584
|
|
Years
Ended December 31,
|
|||||
|
2006
|
2005
|
2004
|
|||
|
|
|
|
|
|
|
Rental
income on operating leases
|
$
|
35,840
|
$
|
37,319
|
$
|
37,618
|
LaSalle
Business Solutions revenue
|
|
27,117
|
|
22,466
|
|
19,215
|
Gain
on sale of leased equipment
|
|
3,991
|
|
2,639
|
|
3,017
|
|
|
|
|
|
|
|
Income
on lease investments, gross
|
|
66,948
|
|
62,424
|
|
59,850
|
Less:
|
|
|
|
|
|
|
Write
down of residual value of equipment
|
|
(1,259)
|
|
(654)
|
|
(576)
|
LaSalle
Business Solutions cost of sales
|
|
(24,772)
|
|
(20,334)
|
|
(17,365)
|
Depreciation
on
operating leases
|
|
(27,548)
|
|
(27,204)
|
|
(26,798)
|
|
|
|
|
|
|
|
Income
from lease investments, net
|
$
|
13,369
|
$
|
14,232
|
$
|
15,111
|
|
Residual
Values
|
|||||||
End
of initial lease term
|
|
Direct
|
|
|
|
|
|
|
|
|
Finance
|
|
Leveraged
|
|
Operating
|
|
|
December
31,
|
|
Leases
|
|
Leases
|
|
Leases
|
|
Total
|
|
|
|
|
|
|
|
|
|
2007
|
$
|
2,226
|
$
|
829
|
$
|
6,656
|
$
|
9,711
|
2008
|
|
1,617
|
|
1,269
|
|
4,486
|
|
7,372
|
2009
|
|
1,350
|
|
814
|
|
5,016
|
|
7,180
|
2010
|
|
272
|
|
752
|
|
2,319
|
|
3,343
|
2011
|
|
309
|
|
-
|
|
5,729
|
|
6,038
|
2012
& Thereafter
|
|
189
|
|
-
|
|
87
|
|
276
|
|
|
|
|
|
|
|
|
|
|
$
|
5,963
|
$
|
3,664
|
$
|
24,293
|
$
|
33,920
|
|
December
31,
|
|||
|
2006
|
2005
|
||
|
|
|
|
|
Land
and land improvements
|
$
|
63,338
|
$
|
39,674
|
Buildings
|
|
90,788
|
|
71,066
|
Furniture
and equipment
|
|
56,505
|
|
45,240
|
Buildings
and leasehold improvements
|
|
37,166
|
|
32,073
|
|
|
247,797
|
|
188,053
|
Accumulated
depreciation
|
|
(50,178)
|
|
(40,352)
|
|
|
|
|
|
Premises
and equipment, net
|
$
|
197,619
|
$
|
147,701
|
|
December
31,
|
|||
|
2006
|
2005
|
||
|
|
|
||
Balance
at beginning of period
|
$
|
125,010
|
$
|
123,628
|
Goodwill
from business combinations (1)
|
254,037
|
1,382
|
||
Balance
at end of period
|
$
|
379,047
|
$
|
125,010
|
(1)
|
The
purchase price of the LaSalle Systems Leasing, Inc. in August of
2002
included a $4.0 million deferred payment tied to LaSalle’s operating
results for a four year period subsequent to the acquisition date.
The
transaction generated approximately $4.0 million in goodwill which
includes a $1.5 million adjustment made in 2006 and a $1.0 million
adjustment made in 2005 for deferred
payments.
|
|
December
31,
|
|||
|
2006
|
2005
|
||
|
|
|
||
Balance
at beginning of period
|
$
|
12,594
|
$
|
13,587
|
Amortization
expense
|
(1,971)
|
(993)
|
||
Other
intangibles from business combinations
|
18,233
|
-
|
||
Balance
at end of period
|
$
|
28,856
|
$
|
12,594
|
|
|
|
||
Gross
carrying amount
|
$
|
47,494
|
$
|
29,261
|
Accumulated
amortization
|
(18,638)
|
(16,667)
|
||
Net
book value
|
$
|
28,856
|
$
|
12,594
|
Year
ending December 31,
|
|
Amount
|
|
|
|
2007
|
$
|
3,504
|
2008
|
|
3,255
|
2009
|
|
3,116
|
2010
|
|
2,927
|
2011
|
|
2,618
|
Thereafter
|
|
13,436
|
|
$
|
28,856
|
|
December
31,
|
|||
|
2006
|
2005
|
||
|
|
|
|
|
Demand
deposits, noninterest bearing
|
$
|
976,194
|
$
|
694,548
|
NOW
and money market accounts
|
|
1,125,851
|
|
723,157
|
Savings
deposits
|
|
485,400
|
|
481,189
|
Time
certificates, $100,000 or more
|
|
1,735,865
|
|
1,252,034
|
Other
time certificates
|
|
1,575,922
|
|
1,050,772
|
Total
|
$
|
5,899,232
|
$
|
4,201,700
|
2007
|
$
|
2,801,540
|
2008
|
|
240,842
|
2009
|
|
81,889
|
2010
|
|
39,749
|
2011
|
|
18,883
|
Thereafter
|
|
128,884
|
|
|
|
|
$
|
3,311,787
|
|
|
December
31,
|
|
||||||||||
|
|
2006
|
|
2005
|
|
||||||||
|
|
Weighted
Average
Cost
|
|
Amount
|
|
Weighted
Average
Cost
|
|
Amount
|
|
||||
Federal
funds purchased
|
|
|
5.44
|
%
|
$
|
105,300
|
|
|
4.46
|
%
|
$
|
30,600
|
|
Securities
sold under agreements to repurchase:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer
repurchase agreements
|
|
|
3.88
|
|
|
370,208
|
|
|
2.47
|
|
|
196,024
|
|
Company
repurchase agreements
|
|
|
5.35
|
|
|
36,937
|
|
|
4.35
|
|
|
281,305
|
|
Federal
Home Loan Bank advances
|
|
|
5.30
|
|
|
204,026
|
|
|
4.43
|
|
|
237,718
|
|
|
|
|
4.59
|
%
|
$
|
716,471
|
|
|
3.89
|
%
|
$
|
745,647
|
|
|
|
Amount
|
|
|
Year
ending December 31,
|
|
|
|
|
2007
|
|
$
|
5,497
|
|
2008
|
|
|
84,690
|
|
2009
|
|
|
3,047
|
|
2010
|
|
|
1,572
|
|
2011
|
|
|
2,754
|
|
Thereafter
|
|
|
160,879
|
|
|
|
$
|
258,439
|
|
|
Coal
City
Capital
Trust I
|
MB
Financial
Capital
Trust I
|
MB
Financial
Capital
Trust II
|
MB
Financial (2)
Capital
Trust III
|
|
Junior
Subordinated Notes:
|
|
|
|
|
|
Principal
balance
|
$
25,774
|
$
61,669
|
$
36,083
|
$
10,310
|
|
Annual
interest rate
|
3-mo
LIBOR + 1.80%
|
8.60%
|
3-mo
LIBOR + 1.40%
|
3-mo
LIBOR + 1.50%
|
|
Stated
maturity date
|
September
1, 2028
|
September
30, 2032
|
September
15, 2035
|
September
23, 2036
|
|
Call
date
|
September
1, 2008
|
September
30, 2007
|
September
15, 2010
|
September
23, 2011
|
|
|
|
|
|
|
|
Trust
Preferred Securities:
|
|
|
|
|
|
Face
value
|
$
25,000
|
$
59,800
|
$
35,000
|
$
10,000
|
|
Annual
distribution rate
|
3-mo
LIBOR + 1.80%
|
8.60%
Fixed
|
3-mo
LIBOR + 1.40%
|
3-mo
LIBOR + 1.50%
|
|
Issuance
date
|
July
1998
|
August
2002
|
August
2005
|
July
2006
|
|
Distribution
dates (1)
|
Quarterly
|
Quarterly
|
Quarterly
|
Quarterly
|
|
|
|
|
|
|
|
|
MB
Financial (2)
Capital
Trust IV
|
FOBB
(3)
Capital
Trust I
|
FOBB
(3)
Capital
Trust II
|
FOBB
(3)
Capital
Trust III
|
|
Junior
Subordinated Notes:
|
|
|
|
|
|
Principal
balance
|
$
20,619
|
$
6,186
|
$
12,372
|
$
5,155
|
|
Annual
interest rate
|
3-mo
LIBOR + 1.52%
|
10.60%
|
3-mo
LIBOR + 3.45%
|
3-mo
LIBOR + 2.80%
|
|
Stated
maturity date
|
September
15, 2036
|
September
7, 2030
|
June
26, 2032
|
January
23, 2034
|
|
Call
date
|
September
15, 2011
|
September
7, 2010
|
June
26, 2007
|
January
23, 2009
|
|
|
|
|
|
|
|
Trust
Preferred Securities:
|
|
|
|
|
|
Face
value (4)
|
$
20,000
|
$
6,000
|
$
12,000
|
$
5,000
|
|
Annual
distribution rate
|
3-mo
LIBOR + 1.52%
|
10.60%
|
3-mo
LIBOR + 3.45%
|
3-mo
LIBOR + 2.80%
|
|
Issuance
date
|
August
2006
|
September
2000
|
June
2002
|
December
2003
|
|
Distribution
dates (1)
|
Quarterly
|
Semi-annual
|
Quarterly
|
Quarterly
|
|
(1)
|
All
distributions are cumulative and paid in
cash.
|
(2)
|
The
Company issued trust preferred securities through MB Financial Capital
Trust III and IV during the third quarter of 2006.
|
(3)
|
As
the merger with FOBB was treated as a purchase, FOBB’s trust preferred
securities were not outstanding for the Company as of December 31,
2005.
|
(4)
|
Face
amount does not include purchase accounting adjustments totaling
$994
thousand associated with FOBB Capital Trust I, II and
III.
|
|
|
|
Gross
|
|
Sublease
|
|
Net
|
|||
Year
|
Rents
|
|
Rents
|
|
Rents
|
|||
2007
|
$
|
4,007
|
|
$
|
722
|
|
$
|
3,285
|
2008
|
|
3,281
|
|
|
743
|
|
|
2,538
|
2009
|
|
2,492
|
|
|
765
|
|
|
1,727
|
2010
|
|
1,855
|
|
|
768
|
|
|
1,087
|
2011
|
|
1,665
|
|
|
777
|
|
|
888
|
Thereafter
|
|
11,835
|
|
|
1,424
|
|
|
10,411
|
|
$
|
25,135
|
|
$
|
5,199
|
|
$
|
19,936
|
|
December
31,
|
|||
|
2006
|
2005
|
||
Deferred
tax
assets:
|
|
|
|
|
Allowance
for
loan losses
|
$
|
21,553
|
$
|
15,743
|
Lease
investments
|
|
152
|
|
471
|
Loans
|
|
3,245
|
|
-
|
Deferred
compensation
|
|
4,048
|
|
2,753
|
Merger
and non-compete accrual
|
|
2,611
|
|
873
|
Securities
|
|
4,098
|
|
-
|
Stock
options, restricted stock, director stock units, and restricted stock
units
|
|
4,556
|
|
-
|
Federal
net operating loss carryforwards
|
|
2,103
|
|
2,547
|
State
net operating loss carryforwards
|
|
4,600
|
|
1,400
|
Other
items
|
|
2,312
|
|
1,767
|
Total
deferred tax asset
|
|
49,278
|
|
25,554
|
Valuation
allowance
|
|
(4,600)
|
|
(1,400)
|
Total
deferred tax
asset, net of valuation allowance
|
|
44,678
|
|
24,154
|
|
|
|
|
|
Deferred
tax
liabilities:
|
|
|
|
|
Securities
discount accretion
|
|
(1,228)
|
|
(130)
|
Loans
|
|
-
|
|
(154)
|
Premises
and
equipment
|
|
(22,830)
|
|
(22,616)
|
Core
deposit intangible
|
|
(10,100)
|
|
(4,408)
|
Federal
Home Loan Bank stock dividends
|
|
(3,714)
|
|
(4,235)
|
Other
items
|
|
(799)
|
|
(743)
|
Total
deferred tax liabilities
|
|
(38,671)
|
|
(32,286)
|
Net
deferred tax asset (liability)
|
|
6,007
|
|
(8,132)
|
Net
unrealized holding loss on securities available for sale
|
|
4,094
|
|
5,090
|
Net
deferred tax asset (liability)
|
$
|
10,100
|
$
|
(3,042)
|
|
|
|
|
|
|
Years
Ended December 31,
|
|||||
|
2006
|
2005
|
2004
|
|||
|
|
|
|
|
|
|
Current
expense:
|
|
|
|
|
|
|
Federal
|
$
|
17,987
|
$
|
37,104
|
$
|
11,191
|
State
|
|
488
|
|
558
|
|
279
|
|
|
18,475
|
|
37,662
|
|
11,470
|
Deferred
expense (benefit)
|
|
10,949
|
|
(8,883)
|
|
16,168
|
|
|
|
|
|
|
|
|
$
|
29,424
|
$
|
28,779
|
$
|
27,638
|
|
Years
Ended December 31,
|
|
|||||||
|
2006
|
|
2005
|
|
2004
|
|
|||
|
|
|
|
|
|
|
|||
Federal
income tax at expected statutory rate
|
$
|
33,789
|
|
$
|
32,737
|
|
$
|
31,769
|
|
Increase
(decrease) due to:
|
|
|
|
|
|
|
|||
Nondeductible
merger expenses
|
-
|
|
-
|
|
276
|
|
|||
Tax
exempt income, net
|
(3,494)
|
|
(3,179)
|
|
(2,691)
|
|
|||
Nonincludable
increase in cash surrender value of life insurance
|
(1,467)
|
|
(1,361)
|
|
(1,315)
|
|
|||
State
tax, net of federal benefit
|
317
|
|
363
|
|
98
|
|
|||
Other
items, net
|
279
|
|
219
|
|
(499)
|
|
|||
|
|
|
|
|
|
|
|||
Income
tax expense
|
$
|
29,424
|
|
$
|
28,779
|
|
$
|
27,638
|
|
|
|
Contract
Amount
|
|
||||
|
|
2006
|
|
2005
|
|
||
Commitments
to
extend credit:
|
|
|
|
|
|
||
Home
equity lines
|
|
$
|
559,351
|
|
$
|
194,579
|
|
Other
commitments
|
|
|
1,289,904
|
|
|
913,142
|
|
|
|
|
|
|
|
|
|
Letters
of credit:
|
|
|
|
|
|
|
|
Standby
|
|
|
130,196
|
|
|
76,651
|
|
Commercial
|
|
|
51,203
|
|
|
32,781
|
|
|
|
|
|
|
|
|
|
|
To
Be Well
|
|
||
|
|
|
|
|
|
|
|
|
Capitalized
Under
|
|
||
|
|
|
|
|
For
Capital
|
|
Prompt
Corrective
|
|
||||
|
Actual
|
|
Adequacy
Purposes
|
|
Action
Provisions
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
Ratio
|
|
Amount
|
Ratio
|
|
Amount
|
Ratio
|
|
|||
As
of December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
$
|
709,163
|
11.80
|
%
|
$
|
480,789
|
8.00
|
%
|
$
|
N/A
|
N/A
|
%
|
MB
Financial Bank
|
|
659,133
|
11.61
|
|
|
454,156
|
8.00
|
|
|
567,695
|
10.00
|
|
Union
Bank
|
|
42,757
|
13.35
|
|
|
25,621
|
8.00
|
|
|
32,027
|
10.00
|
|
Tier
1 capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
630,546
|
10.49
|
|
|
240,395
|
4.00
|
|
|
N/A
|
N/A
|
|
MB
Financial Bank
|
|
590,150
|
10.40
|
|
|
227,078
|
4.00
|
|
|
340,617
|
6.00
|
|
Union
Bank
|
|
33,124
|
10.34
|
|
|
12,811
|
4.00
|
|
|
19,216
|
6.00
|
|
Tier
1 capital (to average assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
630,546
|
8.39
|
|
|
300,724
|
4.00
|
|
|
N/A
|
N/A
|
|
MB
Financial Bank
|
|
590,150
|
8.31
|
|
|
284,026
|
4.00
|
|
|
355,033
|
5.00
|
|
Union
Bank
|
|
33,124
|
7.87
|
|
|
16,829
|
4.00
|
|
|
21,036
|
5.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
$
|
555,024
|
12.91
|
%
|
$
|
343,942
|
8.00
|
%
|
$
|
N/A
|
N/A
|
%
|
MB
Financial Bank
|
|
487,041
|
12.20
|
|
|
319,337
|
8.00
|
|
|
399,171
|
10.00
|
|
Union
Bank
|
|
38,722
|
12.86
|
|
|
24,083
|
8.00
|
|
|
30,104
|
10.00
|
|
Tier
1 capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
503,045
|
11.70
|
|
|
171,971
|
4.00
|
|
|
N/A
|
N/A
|
|
MB
Financial Bank
|
|
444,751
|
11.14
|
|
|
159,669
|
4.00
|
|
|
239,503
|
6.00
|
|
Union
Bank
|
|
29,033
|
9.64
|
|
|
12,042
|
4.00
|
|
|
18,062
|
6.00
|
|
Tier
1 capital (to average assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
503,045
|
9.08
|
|
|
221,439
|
4.00
|
|
|
N/A
|
N/A
|
|
MB
Financial Bank
|
|
444,751
|
8.63
|
|
|
206,052
|
4.00
|
|
|
257,566
|
5.00
|
|
Union
Bank
|
|
29,033
|
7.58
|
|
|
15,329
|
4.00
|
|
|
19,161
|
5.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31,
|
|||||||
|
2006
|
2005
|
||||||
|
Carrying
|
|
Carrying
|
|
||||
|
Amount
|
Fair
Value
|
Amount
|
Fair
Value
|
||||
Financial
Assets
|
|
|
|
|
|
|
|
|
Cash
and due from banks
|
$
|
150,935
|
$
|
150,935
|
$
|
92,001
|
$
|
92,001
|
Interest
bearing deposits with banks
|
|
9,113
|
|
9,109
|
|
12,783
|
|
12,777
|
Investment
securities available for sale
|
|
1,713,325
|
|
1,713,325
|
|
1,405,844
|
|
1,405,844
|
Loans
held for sale
|
|
-
|
|
-
|
|
500
|
|
500
|
Loans,
net
|
|
5,194,464
|
|
5,183,139
|
|
3,701,203
|
|
3,711,153
|
Accrued
interest receivable
|
|
43,445
|
|
43,445
|
|
29,116
|
|
29,116
|
Interest
rate
swap contracts
|
|
959
|
|
959
|
|
1,440
|
|
1,440
|
|
|
|
|
|
|
|
|
|
Financial
Liabilities
|
|
|
|
|
|
|
|
|
Non-interest
bearing deposits
|
|
976,194
|
|
976,194
|
|
694,548
|
|
694,548
|
Interest
bearing deposits
|
|
4,923,038
|
|
4,917,714
|
|
3,507,152
|
|
3,490,016
|
Short-term
borrowings
|
|
716,471
|
|
716,471
|
|
745,647
|
|
745,202
|
Long-term
borrowings
|
|
258,439
|
|
257,147
|
|
71,216
|
|
69,885
|
Junior
subordinated notes issued to capital trusts
|
|
179,162
|
|
180,908
|
|
123,526
|
|
122,567
|
Accrued
interest payable
|
|
23,209
|
|
23,209
|
|
14,277
|
|
14,277
|
Interest
rate
swap contracts
|
|
5,357
|
|
5,357
|
|
6,092
|
|
6,092
|
|
|
|
|
|
|
|
|
|
Off-balance-sheet
instruments:
|
|
|
|
|
|
|
|
|
Loan
commitments and standby letters of credit
|
|
-
|
|
1,408
|
|
-
|
|
669
|
|
|
Year
Ended December 31,
|
|||||||
|
|
2006
|
|
2005
|
|
2004
|
|||
|
|
|
|
|
|
|
|
|
|
Total
cost of share-based payment plans during the year
|
|
$
|
3,974
|
|
$
|
3,238
|
|
$
|
2,324
|
|
|
|
|
|
|
|
|
|
|
Amount
of related income tax benefit recognized in income
|
|
$
|
1,391
|
|
$
|
1,133
|
|
$
|
813
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
Weighted
|
|
Remaining
|
|
Aggregate
|
|
|
|
|
|
Average
|
|
Contractual
|
|
Intrinsic
|
|
|
|
Number
of
|
|
Exercise
|
|
Term
|
|
Value
|
|
|
|
Options
|
|
Price
|
|
(In
Years)
|
|
(in
millions)
|
|
|
|
|
|
|
|
|
|
|
Options
outstanding as of January 1, 2006
|
1,870,353
|
$
|
25.29
|
|
|
|
|
||
|
Assumed
in business combination
|
251,312
|
|
23.31
|
|
|
|
|
|
|
Granted
|
|
448,558
|
|
36.48
|
|
|
|
|
|
Exercised
|
|
(185,582)
|
|
15.35
|
|
|
|
|
|
Expired
or cancelled
|
-
|
|
0.00
|
|
|
|
|
|
|
Forfeited
|
|
(56,142)
|
|
31.13
|
|
|
|
|
Options
outstanding as of December 31, 2006
|
2,328,499
|
$
|
27.88
|
|
6.25
|
|
22,656,595
|
||
|
|
|
|
|
|
|
|
|
|
Options
exercisable as of December 31, 2006
|
1,170,830
|
$
|
20.68
|
|
4.37
|
|
19,822,152
|
|
For
the Years Ended December 31,
|
|
||||
|
2006
|
|
2005
|
|
2004
|
|
Risk-free
interest rate
|
5.12%
|
|
4.30%
|
|
4.70%
|
|
Volatility
of
Company's stock
|
16.62%
|
|
22.00%
|
|
30.00%
|
|
Expected
dividend yield
|
1.61%
|
|
1.20%
|
|
1.30%
|
|
Expected
life
of options
|
6
years
|
|
6
years
|
|
7
years
|
|
|
|
|
|
|
|
|
Weighted
average fair value per option of options granted during the
year
|
$
7.97
|
|
$
10.31
|
|
$
9.55
|
|
|
|
|
|
Weighted
Average
|
|
||
|
|
Number
of Shares
|
|
Grant
Date Fair Value
|
|
||
|
|
|
|
|
|
||
Shares
Outstanding at December 31, 2005
|
|
|
80,018
|
|
$
|
39.35
|
|
Granted
|
|
|
49,949
|
|
|
35.81
|
|
Vested
|
|
|
9,482
|
|
|
35.80
|
|
Forfeited
|
|
|
4,482
|
|
|
38.70
|
|
Shares
Outstanding at December 31, 2006
|
|
|
116,003
|
|
$
|
38.17
|
|
|
|
December
31, 2006
|
|
|
December
31, 2005
|
|
|||||||||||||||||
|
|
|
|
|
|
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)
|
|
$
|
17,001
|
|
$
|
591
|
|
|
5.6
|
|
|
7.49
|
%
|
|
6.07
|
%
|
|
$
|
28,553
|
|
$
|
837
|
|
Receive
fixed/pay variable swaps (2)
|
|
|
204,275
|
|
|
(4,812
|
)
|
|
5.5
|
|
|
4.64
|
%
|
|
5.28
|
%
|
|
|
218,851
|
|
|
(5,454
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-hedging
derivative instruments (3):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pay
fixed/receive variable swaps
|
|
|
57,998
|
|
|
368
|
|
|
6.8
|
|
|
7.25
|
%
|
|
6.51
|
%
|
|
|
33,932
|
|
|
(603
|
)
|
Pay
variable/receive fixed swaps
|
|
|
63,722
|
|
|
(545
|
)
|
|
6.9
|
|
|
6.34
|
%
|
|
7.07
|
%
|
|
|
35,081
|
|
|
568
|
|
Total
portfolio swaps
|
|
$
|
342,996
|
|
$
|
(4,398
|
)
|
|
6.0
|
|
|
5.54
|
%
|
|
5.86
|
%
|
|
$
|
316,417
|
|
$
|
(4,652
|
)
|
(1)
Hedges fixed-rate commercial real estate loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
Hedges fixed-rate callable brokered deposits
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
(3)
These portfolio swaps are not designated as hedging instruments under
SFAS
No. 133.
|
|
|
|
|
|
|
|
|
|
|
Balance
Sheets
|
|||||
(In
thousands)
|
|||||
|
December
31,
|
||||
|
2006
|
|
2005
|
||
Assets
|
|
|
|
|
|
Cash
|
$
|
2,301
|
|
$
|
27,909
|
Investments
in
subsidiaries
|
|
1,013,851
|
|
|
597,526
|
Other
assets
|
|
19,715
|
|
|
8,876
|
|
|
|
|
|
|
Total
assets
|
$
|
1,035,867
|
|
$
|
634,311
|
|
|
|
|
|
|
Liabilities
and
Stockholders' Equity
|
|
|
|
|
|
Junior
subordinated notes issued to capital trusts
|
|
179,162
|
|
|
123,526
|
Other
liabilities
|
|
9,753
|
|
|
3,799
|
Stockholders'
equity
|
|
846,952
|
|
|
506,986
|
|
|
|
|
|
|
Total
liabilities and stockholders' equity
|
$
|
1,035,867
|
|
$
|
634,311
|
Statements
of Income
|
||||||
(In
thousands)
|
||||||
|
Year
Ended December 31,
|
|||||
|
2006
|
2005
|
2004
|
|||
Dividends
from subsidiaries
|
$
|
65,269
|
$
|
32,000
|
$
|
73,000
|
Interest
and other income
|
764
|
507
|
532
|
|||
Interest
and other expense
|
(13,965)
|
(9,422)
|
(7,928)
|
|||
Income
before income tax benefit and
|
||||||
equity
in undistributed net income of subsidiaries
|
52,068
|
23,085
|
65,604
|
|||
Income
tax benefit
|
(4,621)
|
(3,119)
|
(2,588)
|
|||
Income
before equity in undistributed net
|
||||||
income
of subsidiaries
|
56,689
|
26,204
|
68,192
|
|||
Equity
in undistributed net income of subsidiaries
|
10,425
|
38,550
|
(5,064)
|
|||
Net
income
|
$
|
67,114
|
$
|
64,754
|
$
|
63,128
|
Statements
of Cash Flows
|
||||||
(In
thousands)
|
||||||
|
Years
Ended December 31,
|
|||||
|
2006
|
2005
|
2004
|
|||
|
|
|
|
|
|
|
Cash
Flows From Operating Activities
|
|
|
|
|
|
|
Net
income
|
$
|
67,114
|
$
|
64,754
|
$
|
63,128
|
Adjustments
to reconcile net income to net cash
|
|
|
|
|
|
|
provided
by operating activities:
|
|
|
|
|
|
|
Amortization
of restricted stock awards
|
|
1,447
|
|
922
|
|
376
|
Compensation
expense for stock option grants
|
|
2,527
|
|
2,483
|
|
2,001
|
Net
gains on sale of investment securities available for sale
|
|
(5)
|
|
(72)
|
|
-
|
Equity
in undistributed net income of subsidiaries
|
|
(10,425)
|
|
(38,550)
|
|
5,064
|
Change
in other assets and other liabilities
|
|
(7,798)
|
|
(19,152)
|
|
(12,996)
|
Net
cash provided by operating activities
|
|
52,859
|
|
10,385
|
|
57,573
|
|
|
|
|
|
|
|
Cash
Flows From Investing Activities
|
|
|
|
|
|
|
Proceeds
from sales of investment securities available for sale
|
|
278
|
|
-
|
|
8,029
|
Investments
in and advances to subsidiaries
|
|
(9,500)
|
|
(500)
|
|
-
|
Proceeds
from the sales of other assets
|
|
106
|
|
-
|
|
-
|
Cash
paid, Loans Purchased
|
|
-
|
|
(377)
|
|
-
|
Cash
paid for acquisitions, net
|
|
(68,868)
|
|
(365)
|
|
(52,291)
|
Net
cash used in investing activities
|
|
(77,984)
|
|
(1,242)
|
|
(44,262)
|
|
|
|
|
|
|
|
Cash
Flows From Financing Activities
|
|
|
|
|
|
|
Purchase
and retirement of common stock
|
|
-
|
|
-
|
|
-
|
Treasury
stock transactions, net
|
|
(14,107)
|
|
(6,957)
|
|
(8,913)
|
Stock
options exercised
|
|
4,124
|
|
4,307
|
|
1,403
|
Excess
tax benefits from share-based payment arrangements
|
|
884
|
|
1,862
|
|
449
|
Dividends
paid
|
|
(20,168)
|
|
(16,004)
|
|
(13,885)
|
Principal
paid on short-term borrowings
|
|
(2,000)
|
|
-
|
|
-
|
Proceeds
from long-term debt
|
|
500
|
|
-
|
|
-
|
Proceeds
from junior subordinated notes issued to capital trusts
|
|
30,000
|
|
35,000
|
|
-
|
Net
cash (used in) provided by financing activities
|
|
(484)
|
|
18,208
|
|
(20,946)
|
|
|
|
|
|
|
|
Net
(decrease) increase in cash
|
|
(25,608)
|
|
27,351
|
|
(7,635)
|
|
|
|
|
|
|
|
Cash:
|
|
|
|
|
|
|
Beginning
of year
|
|
27,909
|
|
558
|
|
8,193
|
|
|
|
|
|
|
|
End
of year
|
$
|
2,301
|
$
|
27,909
|
$
|
558
|
(a)
|
Evaluation
of Disclosure Controls and Procedures: An evaluation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934 (the “Act”)) was carried out as of December 31, 2006
under the supervision and with the participation of our Chief Executive
Officer, Chief Financial Officer and several other members of our
senior
management. Our Chief Executive Officer and Chief Financial Officer
concluded that, as of December 31, 2006, our disclosure controls
and
procedures were effective in ensuring that the information we are
required
to disclose in the reports we file or submit under the Act is (i)
accumulated and communicated to our management (including the Chief
Executive Officer and Chief Financial Officer) to allow timely decisions
regarding required disclosure, and (ii) recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and
forms.
|
(b)
|
Management’s
Annual Report on Internal Control Over Financial Reporting: The annual
report of management on the effectiveness of our internal control
over
financial reporting and the attestation report thereon issued by
our
independent registered public accounting firm are set forth under
“Management’s Report on Internal Control Over Financial Reporting” and
“Report of Independent Registered Public Accounting Firm” under “Item 8.
Financial Statements and Supplementary Data.”
On
August 25, 2006, the Company acquired First Oak Brook Bancshares,
Inc.,
which was the parent company of Oak Brook Bank and merged out of
existence
at acquisiton. As permitted by the Securities and Exchange Commission,
management elected to exclude Oak Brook Bank, and the subsidiaries
of Oak
Brook Bank, from management’s assessment of the effectiveness of the
Company’s internal control over financial reporting as of December 31,
2006. Oak Brook Bank was merged into MB Financial Bank N.A. (“MB Financial
Bank”), another wholly owned subsidiary of the Company, as of November
2,
2006. Oak Brook Bank had total consolidated assets of $2.4 billion,
or
30.7% of the Company’s total consolidated assets, on October 31, 2006.
From August 25, 2006 through October 31, 2006, Oak Brook Bank recorded
consolidated gross revenues of $28.7 million, or 7.8% of the Company’s
total consolidated gross revenues from January 1, 2006 through October
31,
2006. Consolidated net income at Oak Brook Bank from August 25, 2006
through October 31, 2006, was $4.4 million, or 8.0% of the Company’s
consolidated net income from January 1, 2006 through October 31,
2006.
|
|
(c)
|
Changes
in Internal Control Over Financial Reporting: During the quarter ended
December 31, 2006, no change occurred in our internal control over
financial reporting that has materially affected, or is reasonably
likely
to materially affect, our internal control over financial reporting.
|
Plan
Category
|
Number
of Shares to be Issued upon Exercise of Outstanding Options, warrants
and
rights (1)
|
Weighted
Average Exercise Price of Outstanding Options, warrants and rights
(1)
|
Number
of Shares Remaining Available for Future Issuance Under Equity
Compensation Plans (Excluding Shares Reflected in the
First
Column) (2)
|
Equity
compensation plans approved by stockholders……..
|
2,329,799
|
$27.88
|
489,936
|
Equity
compensation plans not approved by stockholders…
|
N/A
|
N/A
|
N/A
|
Total………………………………………………………...
|
2,329,799
|
$27.88
|
489,936
|
(1)
|
Includes
55,053 shares underlying stock options that we assumed in the First
SecurityFed acquisition, and 251,312 shares underlying stock options,
17,513 shares underlying restricted stock units and 6,284 shares
underlying director stock units that we assumed in the FOBB acquisition.
Since the restricted stock units and the director stock units do
not have
an exercise price and are settled only for shares of our common stock
on a
one-for-one basis, these units are not relevant for purposes of computing
the weighted average exercise price.
|
(2)
|
Includes
478,566 shares remaining available for future issuance under our
1997
Omnibus Incentive Plan, of which, up to 166,624 shares could be awarded
to
plan participants as restricted stock.
|
(a)(1)
|
Financial
Statements: See Part II--Item 8. Financial Statements and Supplementary
Data.
|
|
|
(a)(2)
|
Financial
Statement Schedules: All financial statement schedules have been
omitted
as the information is not required under the related instructions
or is
not applicable.
|
|
|
(a)(3)
|
Exhibits:
See Exhibit Index.
|
|
|
(b)
|
Exhibits:
See Exhibit Index.
|
Signature
|
Title
|
|
|
|
|
/s/
Mitchell Feiger
|
Director,
President and Chief Executive Officer
|
|
Mitchell
Feiger
|
(Principal
Executive Officer), February 26, 2007
|
|
|
|
|
/s/
Jill E. York
|
Vice
President and Chief Financial Officer
|
|
Jill
E. York
|
(Principal
Financial Officer and Principal Accounting Officer), February 26,
2007
|
|
|
|
|
Thomas
H. Harvey *
|
Director
|
)
February 26, 2007
|
Thomas
H. Harvey
|
|
)
|
|
|
)
|
Richard
M. Rieset, Jr. *
|
Director
|
)
|
Richard
M. Rieser, Jr.
|
|
)
|
|
|
)
|
David
P. Bolger *
|
Director
|
)
|
David
P. Bolger
|
|
)
|
|
|
)
|
Robert
S. Engelman, Jr. *
|
Director
|
)
|
Robert
S. Engelman, Jr.
|
|
)
|
|
|
)
|
Charles
J. Gries *
|
Director
|
)
|
Charles
J. Gries
|
|
)
|
|
|
)
|
James
N. Hallene *
|
Director
|
)
|
James
N. Hallene
|
|
)
|
|
|
)
|
Richard
J. Holmstrom *
|
Director
|
)
|
Richard
J. Holmstrom
|
|
)
|
|
|
)
|
Karen
J. May *
|
Director
|
)
|
Karen
J. May
|
|
)
|
|
|
)
|
Patrick Henry * |
Director
|
) |
Patrick Henry | ) | |
Ronald
D. Santo *
|
Director
|
)
|
Ronald
D. Santo
|
|
)
|
|
|
)
|
*By:
/s/ Mitchell Feiger
|
Attorney-in-Fact
|
)
|
|
|
|
|
|
|
|
|
|
|
EXHIBIT
INDEX
|
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 Annual Report on Form 10-K for the year ended
December 31, 2001 (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 10.2 to the Registrant’s Annual Report on Form
10-K for the year-end December 31, 2002 (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))
|
|
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
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))
|
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))
|
10.4
|
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. and others (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))
|
10.5
|
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))
|
10.7
|
MB
Financial, Inc. 1997 Omnibus Incentive Plan (the “Omnibus Incentive Plan”)
(incorporated herein by reference to Exhibit 10.7 to the Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2003 (File
No.
0-24566-01))
|
10.8
|
Amended
and Restated 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, 2004 (File No. 0-24566-01))
|
10.9
|
Amended
and Restated 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, 2004 (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
|
Non-Competition
Agreement between the Registrant and E.M. Bakwin (incorporated herein
by
reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K
for the year ended December 31, 2001 (File No.
0-24566-01))
|
10.12
|
Non-Competition
Agreement between the Registrant and Kenneth A. Skopec (incorporated
herein by reference to Exhibit 10.12 to the Registrant’s Annual Report on
Form 10-K for the year ended December 31, 2001 (File No.
0-24566-01))
|
|
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
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))
|
10.14
|
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))
|
10.15
|
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))
|
10.16
|
Form
of Incentive Stock Option Agreement for Executive Officers under
the
Omnibus Incentive Plan (incorporated herein by reference to Exhibit
10.1
to the Registrant’s Current Report on Form 8-K/A filed on March 2, 2005
(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 10.2
to the
Registrant’s Current Report on Form 8-K/A filed on March 2, 2005 (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 10.3
to the
Registrant’s Current Report on Form 8-K/A filed on March 2, 2005 (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 10.4 to the Registrant’s
Current Report on Form 8-K/A filed on March 2, 2005 (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))
|
10.21
|
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
|
10.22
|
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
|
Employment
Agreement between the Registrant and Richard M. Rieser, Jr. (incorporated
herein by reference to Exhibit 10.23 to the Registrant’s Quarterly Report
on Form 10-Q for the quarter ended September 30, 2006 (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
|
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))
|
10.28
|
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)).
|