|
For
the quarterly period ended
June 30, 2007
|
|
OR
|
PART
I.
|
FINANCIAL
INFORMATION
|
|
Item
1.
|
Financial
Statements
|
|
Consolidated
Balance Sheets at June 30, 2007 and December 31, 2006
(Unaudited)
|
3
|
|
Consolidated
Statements of Income for the Three and Six Months ended June 30,
2007 and
2006 (Unaudited)
|
4
- 5
|
|
Consolidated
Statements of Cash Flows for the Six Months ended June 30,
2007
and
2006 (Unaudited)
|
6
|
|
Notes
to Consolidated Financial Statements (Unaudited)
|
7
- 18
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
19
- 35
|
Item
3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
35
- 38
|
Item
4.
|
Controls
and Procedures
|
38
|
PART
II.
|
OTHER
INFORMATION
|
|
Item
1A.
|
Risk
Factors
|
39
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of
Proceeds
|
39
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
39
|
Item
6.
|
Exhibits
|
39
|
Signatures
|
40
|
|
June
30,
|
December
31,
|
|||||||
2007
|
2006
|
|||||||
ASSETS
|
||||||||
Cash
and due from banks
|
$ |
153,496
|
$ |
142,207
|
||||
Interest
bearing deposits with banks
|
3,622
|
5,086
|
||||||
Investment
securities available for sale
|
1,389,076
|
1,628,348
|
||||||
Loans
(net of allowance for loan losses of $59,058 at June
30, 2007
|
||||||||
and
$58,983 at December 31, 2006)
|
4,912,511
|
|||||||
Assets
held for sale
|
375,149
|
393,608
|
||||||
Lease
investments, net
|
80,353
|
80,258
|
||||||
Premises
and equipment, net
|
184,090
|
194,618
|
||||||
Cash
surrender value of life insurance
|
116,624
|
114,134
|
||||||
Goodwill,
net
|
379,047
|
|||||||
Other
intangibles, net
|
28,856
|
|||||||
Other
assets
|
82,306
|
99,625
|
||||||
Total
assets
|
$ | $ |
7,978,298
|
|||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Liabilities
|
||||||||
Deposits:
|
||||||||
Noninterest
bearing
|
$ |
879,338
|
$ |
924,371
|
||||
Interest
bearing
|
4,643,906
|
4,656,182
|
||||||
Total
deposits
|
5,580,553
|
|||||||
Short-term
borrowings
|
688,504
|
|||||||
Long-term
borrowings
|
245,880
|
|||||||
Junior
subordinated notes issued to capital trusts
|
179,162
|
|||||||
Liabilities
held for sale
|
344,643
|
361,008
|
||||||
Accrued
expenses and other liabilities
|
74,972
|
76,239
|
||||||
Total
liabilities
|
7,131,346
|
|||||||
Stockholders'
Equity
|
||||||||
Common
stock, ($0.01 par value; authorized 43,000,000 shares at June 30,
2007
and
|
||||||||
40,000,000
at December 31, 2006; issued 37,345,661 shares at June 30, 2007
and
|
||||||||
37,332,328 at December 31, 2006)
|
373
|
373
|
||||||
Additional
paid-in capital
|
439,450
|
439,502
|
||||||
Retained
earnings
|
463,359
|
437,353
|
||||||
Accumulated
other comprehensive (loss)
|
(12,028 | ) | (7,602 | ) | ||||
Less: 1,442,588
and 666,120 shares of treasury stock, at cost, at June 30,
|
||||||||
2007
and December 31, 2006, respectively
|
(48,837 | ) | (22,674 | ) | ||||
Total
stockholders'
equity
|
846,952
|
|||||||
Total
liabilities and
stockholders' equity
|
$ |
7,921,308
|
$ |
7,978,298
|
Three
months ended
|
Six
months ended
|
|||
June
30,
|
June
30,
|
June
30,
|
June
30,
|
|
2007
|
2006
|
2007
|
2006
|
|
Interest
income:
|
||||
Loans
|
$ 96,793
|
$ 69,127
|
$ 190,726
|
$ 133,242
|
Investment
securities available for sale:
|
||||
Taxable
|
13,163
|
11,172
|
27,511
|
22,605
|
Nontaxable
|
3,325
|
2,637
|
6,627
|
5,153
|
Federal
funds sold
|
67
|
85
|
302
|
205
|
Other
interest bearing accounts
|
49
|
75
|
99
|
174
|
Total
interest income
|
113,397
|
83,096
|
225,265
|
161,379
|
Interest
expense:
|
||||
Deposits
|
46,337
|
29,585
|
91,790
|
55,135
|
Short-term
borrowings
|
9,390
|
6,564
|
18,008
|
13,926
|
Long-term
borrowings and junior subordinated notes
|
5,316
|
3,410
|
11,216
|
6,515
|
Total
interest expense
|
61,043
|
39,559
|
121,014
|
75,576
|
Net
interest income
|
52,354
|
43,537
|
104,251
|
85,803
|
Provision
for loan losses
|
3,000
|
1,500
|
6,813
|
2,600
|
Net
interest income after provision for loan losses
|
49,354
|
42,037
|
97,438
|
83,203
|
Other
income:
|
||||
Loan
service fees
|
1,388
|
1,282
|
2,925
|
3,021
|
Deposit
service fees
|
5,624
|
4,675
|
10,782
|
9,238
|
Lease
financing, net
|
3,744
|
3,398
|
7,740
|
6,642
|
Brokerage
fees
|
3,216
|
2,418
|
5,668
|
4,698
|
Trust
and asset management fees
|
2,666
|
1,449
|
5,856
|
2,854
|
Net
loss on sale of investment securities
|
(2,077)
|
(25)
|
(2,101)
|
(406)
|
Increase
in cash surrender value of life insurance
|
1,269
|
869
|
2,490
|
1,768
|
Net
gain on sale of other assets
|
9,059
|
4
|
9,081
|
1,101
|
Merchant
card processing
|
4,045
|
870
|
7,923
|
1,594
|
Other
operating income
|
1,786
|
987
|
3,300
|
2,208
|
30,720
|
15,927
|
53,664
|
32,718
|
|
Other
expense:
|
||||
Salaries
and employee benefits
|
26,813
|
19,411
|
51,812
|
38,511
|
Occupancy
and equipment expense
|
7,054
|
5,783
|
14,254
|
11,462
|
Computer
services expense
|
1,857
|
1,470
|
3,674
|
2,908
|
Advertising
and marketing expense
|
1,444
|
1,130
|
2,854
|
2,283
|
Professional
and legal expense
|
656
|
447
|
1,186
|
946
|
Brokerage
fee expense
|
1,403
|
1,301
|
2,674
|
2,494
|
Telecommunication
expense
|
689
|
558
|
1,370
|
1,265
|
Other
intangibles amortization expense
|
878
|
236
|
1,759
|
476
|
Merchant
card processing
|
3,474
|
800
|
6,744
|
1,476
|
Other
operating expenses
|
7,805
|
3,984
|
12,552
|
8,023
|
52,073
|
35,120
|
98,879
|
69,844
|
|
Income
before income taxes
|
28,001
|
22,844
|
52,223
|
46,077
|
Income
taxes
|
8,394
|
6,756
|
15,437
|
13,880
|
Income
from continuing operations
|
$ 19,607
|
$ 16,088
|
$ 36,786
|
$ 32,197
|
Discontinued
operations
|
||||
Income
from discontinued operations before income taxes
|
1,803
|
1,626
|
3,232
|
3,204
|
Income
taxes
|
369
|
568
|
856
|
1,116
|
Income
from discontinued operations
|
1,434
|
1,058
|
2,376
|
2,088
|
Net
income
|
$ 21,041
|
$ 17,146
|
$ 39,162
|
$ 34,285
|
Three
months ended
|
Six
months ended
|
|||
June
30,
|
June
30,
|
June
30,
|
June
30,
|
|
2007
|
2006
|
2007
|
2006
|
|
Common
share data:
|
||||
Basic earnings per common share from continuing operations
|
$ 0.54
|
$ 0.57
|
$ 1.01
|
$ 1.14
|
Basic earnings per common share from discontinued
operations
|
$ 0.04
|
$ 0.04
|
$ 0.06
|
$ 0.08
|
Basic
earnings per common share
|
$ 0.58
|
$ 0.61
|
$ 1.07
|
$ 1.22
|
Diluted earnings per common share from continuing
operations
|
$ 0.53
|
$ 0.56
|
$ 1.00
|
$ 1.12
|
Diluted earnings per common share from discontinued
operations
|
$ 0.04
|
$ 0.04
|
$ 0.06
|
$ 0.07
|
Diluted
earnings per common share
|
$ 0.57
|
$ 0.60
|
$ 1.06
|
$ 1.19
|
Weighted
average common shares outstanding
|
36,239,731
|
28,130,670
|
36,433,948
|
28,209,289
|
Diluted
weighted average common shares outstanding
|
36,744,473
|
28,636,728
|
36,958,570
|
28,718,808
|
Six
Months Ended
June
30,
|
||
2007
|
2006
|
|
Cash
Flows From Continuing Operating Activities:
|
||
Net
income
|
$ 39,162
|
$ 34,285
|
Net
income from discontinued operations
|
(2,376)
|
(2,088)
|
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||
Depreciation
|
18,257
|
18,639
|
Amortization
of restricted stock awards
|
899
|
589
|
Compensation
expense for stock option grants
|
1,345
|
1,052
|
Gain
on sales of premises and equipment, leased equipment and other
assets
|
(10,681)
|
(1,587)
|
Amortization
of other intangibles
|
1,759
|
476
|
Provision
for loan losses
|
6,813
|
2,600
|
Deferred
income tax benefit
|
(5,316)
|
(3,675)
|
Amortization
of premiums and discounts on investment securities, net
|
1,076
|
4,173
|
Accretion
of premiums and discounts on loans, net
|
(1,931)
|
-
|
Purchase
of trading securities
|
-
|
(6,392)
|
Proceeds
from the sales of trading securities
|
-
|
6,397
|
Net
gain on sale of trading securities
|
-
|
(5)
|
Net
loss on sale of investment securities available for sale
|
2,101
|
411
|
Proceeds
from sale of loans held for sale
|
35,173
|
6,802
|
Origination
of loans held for sale
|
(34,691)
|
(6,783)
|
Net
gains on sale of loans held for sale
|
(482)
|
(110)
|
Increase
in cash surrender value of life insurance
|
(2,490)
|
(1,768)
|
Deferred
gain amortization on interest only securities pool
termination
|
-
|
(718)
|
Decrease
(Increase) in other assets
|
16,045
|
(5,473)
|
Decrease
in other liabilities, net
|
3,351
|
(1,348)
|
Net
cash provided by continuing
operating activities
|
68,014
|
45,477
|
Cash
Flows From Continuing Investing Activities:
|
||
Proceeds
from sales of investment securities available for sale
|
127,279
|
47,506
|
Proceeds
from maturities and calls of investment securities available for
sale
|
276,493
|
86,362
|
Purchase
of investment securities available for sale
|
(174,091)
|
(81,147)
|
Net
increase in loans
|
(222,818)
|
(223,425)
|
Purchases
of premises and equipment and leased equipment
|
(27,709)
|
(20,116)
|
Proceeds
from sales of premises and equipment and leased equipment
|
26,341
|
3,573
|
Cash
paid, net of cash and cash equivalents in acquisitions
|
-
|
(348)
|
Principal
paid on lease investments
|
(321)
|
(628)
|
Net
cash provided by (used in)
continuing investing activities
|
5,174
|
(188,223)
|
Cash
Flows From Continuing Financing Activities:
|
||
Net
(decrease) increase in deposits
|
(57,309)
|
231,811
|
Net
increase (decrease) in short-term borrowings
|
21,648
|
(102,598)
|
Proceeds
from long-term borrowings
|
21,614
|
50,000
|
Principal
paid on long-term borrowings
|
(8,172)
|
(11,061)
|
Treasury
stock transactions, net
|
(31,381)
|
(11,605)
|
Stock
options exercised
|
2,922
|
906
|
Excess
tax benefits from share-based payment arrangements
|
471
|
418
|
Dividends
paid on common stock
|
(13,156)
|
(8,479)
|
Net
cash (used in) provided by
continuing financing activities
|
(63,363)
|
149,392
|
Net
increase in cash and cash equivalents from continuing
operations
|
$
9,825
|
$
6,646
|
Cash
Flows From Discontinued Operations
|
||
Net
cash provided by operating activities of discontinued
operations
|
2,165
|
2,286
|
Net
cash provided by (used in) investing activities of discontinued
operations
|
20,731
|
(21,121)
|
Net
cash (used in) provided by financing activities of discontinued
operations
|
(19,023)
|
25,819
|
Net
cash provided by discontinued operations
|
3,873
|
6,984
|
Net
increase in cash and cash equivalents
|
$ 13,698
|
$ 13,630
|
Cash
and cash equivalents:
|
||
Beginning
of period (1)
|
160,050
|
104,784
|
End
of period (2)
|
$ 173,748
|
$ 118,414
|
(1)
Includes balances from discontinued operations
|
$ 12,757
|
$ 3,947
|
(2)
Includes balances from discontinued operations
|
$ 16,630
|
$ 10,931
|
Supplemental
Disclosures of Cash Flow Information:
|
||
Cash
payments from continuing operations for:
|
||
Interest
paid to depositors and other borrowed funds
|
$ 122,885
|
$ 72,530
|
Income
tax paid, net
|
10,357
|
21,042
|
Supplemental
Schedule of Noncash Investing Activities from continuing
operations:
|
||
Loans
transferred to other real estate owned
|
$
129
|
$
-
|
Loans
transferred to repossessed vehicles
|
353
|
-
|
Long-term
borrowings reclassified to short-term borrowings
|
73,001
|
-
|
Three
Months Ended June 30,
|
Six
Months Ended June 30,
|
|||||||
2006
|
2006
|
|||||||
Net
interest income after provision for loan losses
|
$ |
55,721
|
$ |
110,714
|
||||
Noninterest
income
|
23,918
|
46,671
|
||||||
Noninterest
expense
|
49,913
|
97,789
|
||||||
Income
before income taxes
|
29,726
|
59,596
|
||||||
Income
taxes
|
8,923
|
18,120
|
||||||
Net
income from continuing operations
|
$ |
20,803
|
$ |
41,476
|
||||
Discontinued
operations
|
||||||||
Income from discontinued operations before income
taxes
|
1,626
|
3,204
|
||||||
Income taxes
|
568
|
1,116
|
||||||
Income
from discontinued operations
|
$ |
1,058
|
$ |
2,088
|
||||
Net
income
|
$ |
21,861
|
$ |
43,564
|
||||
Common
share data:
|
||||||||
Basic earnings per common share from continuing operations
|
0.57
|
1.13
|
||||||
Basic earnings per common share from discontinued
operations
|
0.03
|
0.06
|
||||||
Basic
earnings per common share
|
0.60
|
1.19
|
||||||
Diluted earnings per common share from continuing
operations
|
0.56
|
1.12
|
||||||
Diluted earnings per common share from discontinued
operations
|
0.03
|
0.05
|
||||||
Diluted
earnings per common share
|
0.59
|
1.17
|
||||||
Weighted
average common shares outstanding
|
36,504,978
|
36,583,597
|
||||||
Diluted
weighted average common shares outstanding
|
37,011,036
|
37,093,116
|
June
30,
|
December
31,
|
|||||||
2007
|
2006
|
|||||||
ASSETS
|
||||||||
Cash
and due from banks
|
$ |
7,628
|
$ |
8,728
|
||||
Interest
bearing deposits with banks
|
8,929
|
4,027
|
||||||
Federal
funds sold
|
73
|
2
|
||||||
Investment
securities available for sale
|
60,718
|
84,977
|
||||||
Loans
(net of allowance for loan losses of $2,976 at June
30, 2007
|
||||||||
and
$2,634 at December 31, 2006)
|
283,639
|
281,953
|
||||||
Premises
and equipment, net
|
3,276
|
3,001
|
||||||
Cash
surrender value of life insurance
|
6,883
|
6,759
|
||||||
Other
assets
|
4,003
|
4,161
|
||||||
Total
assets
|
$ |
375,149
|
$ |
393,608
|
||||
LIABILITIES
|
||||||||
Liabilities
|
||||||||
Deposits:
|
||||||||
Noninterest
bearing
|
$ |
51,173
|
$ |
51,823
|
||||
Interest
bearing
|
267,786
|
266,856
|
||||||
Total
deposits
|
318,959
|
318,679
|
||||||
Short-term
borrowings
|
13,154
|
27,967
|
||||||
Long-term
borrowings
|
12,068
|
12,558
|
||||||
Accrued
expenses and other liabilities
|
462
|
1,804
|
||||||
Total
liabilities
|
$ |
344,643
|
$ |
361,008
|
Three
Months Ended June 30,
|
Six
Months Ended June 30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Interest
income
|
$ |
6,562
|
$ |
6,222
|
$ |
12,784
|
$ |
11,736
|
||||||||
Interest
expense
|
3,124
|
2,821
|
5,966
|
5,059
|
||||||||||||
Net
interest income
|
3,438
|
3,401
|
6,818
|
6,677
|
||||||||||||
Provision
for loan losses
|
63
|
-
|
250
|
-
|
||||||||||||
Net
interest income after provision for loans losses
|
3,375
|
3,401
|
6,568
|
6,677
|
||||||||||||
Other
income
|
402
|
419
|
762
|
847
|
||||||||||||
Other
expenses
|
1,974
|
2,194
|
4,098
|
4,320
|
||||||||||||
Income
before income taxes
|
1,803
|
1,626
|
3,232
|
3,204
|
||||||||||||
Applicable
income taxes
|
369
|
568
|
856
|
1,116
|
||||||||||||
Income
from discontinued operations
|
$ |
1,434
|
$ |
1,058
|
$ |
2,376
|
$ |
2,088
|
Three
Months Ended
June
30,
|
Six
Months Ended
June
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Net
income from continuing operations
|
$ |
19,607
|
$ |
16,088
|
$ |
36,786
|
$ |
32,197
|
||||||||
Net
income from discontinued operations
|
1,434
|
1,058
|
2,376
|
2,088
|
||||||||||||
Net
income
|
$ |
21,041
|
$ |
17,146
|
$ |
39,162
|
$ |
34,285
|
||||||||
Unrealized
holding losses on investment securities, net of tax
|
(9,672 | ) | (5,277 | ) | (5,806 | ) | (10,919 | ) | ||||||||
Reclassification
adjustments for losses included in net income, net of tax
|
1,354
|
16
|
1,380
|
264
|
||||||||||||
Other
comprehensive loss, net of tax
|
(8,318 | ) | (5,261 | ) | (4,426 | ) | (10,655 | ) | ||||||||
Comprehensive
income
|
$ |
12,723
|
$ |
11,885
|
$ |
34,736
|
$ |
23,630
|
Three
Months Ended
June
30,
|
Six
Months Ended
June
30,
|
|||||||||||||||
Basic:
|
2007
|
2006
|
2007
|
2006
|
||||||||||||
Net
income from continuing operations
|
$ |
19,607
|
$ |
16,088
|
$ |
36,786
|
$ |
32,197
|
||||||||
Net
income from discontinued operations
|
1,434
|
1,058
|
2,376
|
2,088
|
||||||||||||
Net
income
|
$ |
21,041
|
$ |
17,146
|
$ |
39,162
|
$ |
34,285
|
||||||||
Average
shares outstanding
|
36,239,731
|
28,130,670
|
36,433,948
|
28,209,289
|
||||||||||||
Basic
earnings per share from continuing operations
|
$ |
0.54
|
$ |
0.57
|
$ |
1.01
|
$ |
1.14
|
||||||||
Basic
earnings per share from discontinued operations
|
$ |
0.04
|
$ |
0.04
|
$ |
0.06
|
$ |
0.08
|
||||||||
Basic
earnings per share
|
$ |
0.58
|
$ |
0.61
|
$ |
1.07
|
$ |
1.22
|
||||||||
Diluted:
|
||||||||||||||||
Net
income
|
$ |
19,607
|
$ |
16,088
|
$ |
36,786
|
$ |
32,197
|
||||||||
Net
income from discontinued operations
|
1,434
|
1,058
|
2,376
|
2,088
|
||||||||||||
Net
income
|
$ |
21,041
|
$ |
17,146
|
$ |
39,162
|
$ |
34,285
|
||||||||
Average
shares outstanding
|
36,239,731
|
28,130,670
|
36,433,948
|
28,209,289
|
||||||||||||
Net
effect of dilutive equity-based incentive awards (1)
|
504,742
|
506,058
|
524,622
|
509,519
|
||||||||||||
Total
|
36,744,473
|
28,636,728
|
36,958,570
|
28,718,808
|
||||||||||||
Diluted
earnings per common share from continuing operations
|
$ |
0.53
|
$ |
0.56
|
$ |
1.00
|
$ |
1.12
|
||||||||
Diluted earnings per common share from discontinued
operations
|
$ |
0.04
|
$ |
0.04
|
$ |
0.06
|
$ |
0.07
|
||||||||
Diluted
earnings per common share
|
$ |
0.57
|
$ |
0.60
|
$ |
1.06
|
$ |
1.19
|
(1)
|
Includes
the common stock equivalents for stock options and restricted share
rights
(restricted stock, restricted stock units and director stock units)
that
are dilutive.
|
June
30,
|
December
31,
|
|||||||
2007
|
2006
|
|||||||
Balance
at beginning of period
|
$ |
379,047
|
$ |
125,010
|
||||
Goodwill
from business combinations
|
-
|
254,037
|
||||||
Balance
at end of period
|
$ |
379,047
|
$ |
379,047
|
June
30,
|
December
31,
|
|||||||
2007
|
2006
|
|||||||
Balance
at beginning of period
|
$ |
28,856
|
$ |
12,594
|
||||
Amortization
expense
|
(1,759 | ) | (1,971 | ) | ||||
Other
intangibles from business combinations
|
-
|
18,233
|
||||||
Balance
at end of period
|
$ |
27,097
|
$ |
28,856
|
||||
Gross
carrying amount
|
$ |
47,494
|
$ |
47,494
|
||||
Accumulated
amortization
|
(20,397 | ) | (18,638 | ) | ||||
Net
book value
|
$ |
27,097
|
$ |
28,856
|
Amount
|
|
Year
ending December 31,
|
|
2007
|
$ 1,745
|
2008
|
3,255
|
2009
|
3,116
|
2010
|
2,927
|
2011
|
2,618
|
Thereafter
|
13,436
|
$ 27,097
|
Three
months ended June 30,
|
Six
months ended June 30,
|
|||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||
Total
cost of share-based payment plans during the year
|
$
|
1,121
|
$
|
810
|
$
|
2,244
|
$
|
1,641
|
||||
Amount
of related income tax benefit recognized in income
|
$
|
392
|
$
|
284
|
$
|
785
|
$
|
574
|
||||
Weighted
|
|||||||||
Average
|
|||||||||
Weighted
|
Remaining
|
Aggregate
|
|||||||
Average
|
Contractual
|
Intrinsic
|
|||||||
Number
of
|
Exercise
|
Term
|
Value
|
||||||
Options
|
Price
|
(In
Years)
|
(in
millions)
|
||||||
Options
outstanding as of December 31, 2006
|
2,328,499
|
$27.88
|
|||||||
Granted
|
12,480
|
$35.43
|
|||||||
Exercised
|
(93,780)
|
$16.88
|
|||||||
Expired
or cancelled
|
(5,082)
|
$32.49
|
|||||||
Forfeited
|
(42,591)
|
$34.39
|
|||||||
Options
outstanding as of June 30, 2007
|
2,199,526
|
$28.26
|
5.87
|
$ 14.3
|
|||||
Options
exercisable as of June 30, 2007
|
1,092,731
|
$21.21
|
4.06
|
$ 14.8
|
June
30, 2007
|
|||
Expected
volatility
|
15.25%
|
||
Risk
free interest rate
|
4.54%
|
||
Dividend
yield
|
|
1.90%
|
|
Expected
life
|
|
5
years
|
Weighted
Average
|
||||
Number
of Shares
|
Grant
Date Fair Value
|
|||
Shares
Outstanding at December 31, 2006
|
116,003
|
$ 38.17
|
||
Granted
|
17,260
|
35.65
|
||
Vested
|
(18,107)
|
39.83
|
||
Cancelled
|
(3,927)
|
37.85
|
||
Shares
Outstanding at June 30, 2007
|
111,229
|
$ 37.52
|
||
June
30,
|
December
31,
|
|||
2007
|
2006
|
|||
Weighted
Average
Interest
Rate
|
Amount
|
Weighted
Average
Interest
Rate
|
Amount
|
|
Federal
funds purchased
|
5.30%
|
$ 37,500
|
5.40%
|
$ 133,100
|
Assets
sold under agreements to repurchase:
|
||||
Customer
repurchase agreements
|
3.97
|
326,194
|
3.72
|
314,441
|
Company
repurchase agreements
|
-
|
-
|
5.35
|
36,937
|
Correspondent
bank line of credit of $30 million
|
6.06
|
1,250
|
-
|
-
|
Federal
Home Loan Bank advances
|
5.11
|
418,209
|
5.30
|
204,026
|
4.65
%
|
$ 783,153
|
4.60%
|
$ 688,504
|
Amount
|
|
Year
ending December 31,
|
|
2007
|
$ 2,667
|
2008
|
6,505
|
2009
|
3,015
|
2010
|
2,065
|
2011
|
3,053
|
Thereafter
|
169,017
|
$ 186,322
|
(1)
|
All
distributions are cumulative and paid in
cash.
|
(2)
|
Amount
does not include purchase accounting adjustments totaling a
premium of $862 thousand associated with FOBB Capital Trust I and
III.
|
(3)
|
Callable at
a premium through 2020.
|
Contract
Amount
|
||
June
30,
2007
|
December
31,
2006
|
|
Commitments
to extend credit:
|
||
Home
equity lines
|
$
495,843
|
$
555,363
|
Other
commitments
|
1,240,138
|
1,268,252
|
Letters
of credit:
|
||
Standby
|
117,853
|
129,135
|
Commercial
|
55,992
|
51,203
|
Three
Months Ended June 30,
|
||||||
2007
|
2006
|
|||||
Average
Balance
|
Interest
|
Yield/
Rate
|
Average
Balance
|
Interest
|
Yield/
Rate
|
|
Interest
Earning Assets:
|
||||||
Loans
(1) (2)
|
$ 5,092,129
|
$ 96,701
|
7.62%
|
$ 3,633,455
|
$
69,081
|
7.63
%
|
Loans
exempt from federal income taxes (3)
|
7,693
|
142
|
7.30
|
4,075
|
71
|
6.89
|
Taxable
investment securities
|
1,088,104
|
13,163
|
4.84
|
981,334
|
11,173
|
4.55
|
Investment
securities exempt from federal income taxes (3)
|
358,761
|
5,115
|
5.64
|
289,695
|
4,056
|
5.54
|
Federal
funds sold
|
5,099
|
67
|
5.20
|
7,005
|
85
|
4.80
|
Other
interest bearing deposits
|
6,245
|
49
|
3.15
|
7,975
|
75
|
3.77
|
Total
interest earning assets
|
6,558,031
|
115,237
|
7.05
|
4,923,539
|
84,541
|
6.89
|
Assets
available for sale
|
399,584
|
406,441
|
||||
Non-interest
earning assets
|
931,340
|
537,013
|
||||
Total
assets
|
$ 7,888,955
|
$
5,866,993
|
||||
Interest
Bearing Liabilities:
|
||||||
Deposits:
|
||||||
NOW
and money market deposit accounts
|
$ 1,181,417
|
$ 9,293
|
3.16%
|
$ 632,131
|
$
3,318
|
2.11%
|
Savings
deposits
|
438,093
|
813
|
0.74
|
440,287
|
752
|
0.69
|
Time
deposits
|
2,980,418
|
36,231
|
4.88
|
2,380,665
|
25,515
|
4.30
|
Short-term
borrowings
|
793,983
|
9,390
|
4.74
|
619,977
|
6,564
|
4.25
|
Long-term
borrowings and junior subordinated notes
|
353,081
|
5,316
|
5.96
|
223,309
|
3,410
|
6.04
|
Total
interest bearing liabilities
|
5,746,992
|
61,043
|
4.26
|
4,296,369
|
39,559
|
3.69
|
Non-interest
bearing deposits
|
848,459
|
624,356
|
||||
Liabilities
held for sale
|
368,892
|
377,057
|
||||
Other
non-interest bearing liabilities
|
74,796
|
59,645
|
||||
Stockholders’
equity
|
849,816
|
509,566
|
||||
Total
liabilities and stockholders’ equity
|
$ 7,888,955
|
$ 5,866,993
|
||||
Net
interest income/interest rate spread (4)
|
$ 54,194
|
2.79%
|
$
44,982
|
3.20
%
|
||
Taxable
equivalent adjustment
|
1,840
|
1,445
|
||||
Net
interest income, as reported
|
$ 52,354
|
$
43,537
|
||||
Net
interest margin (5)
|
3.20%
|
3.55
%
|
||||
Tax
equivalent effect
|
0.11%
|
0.11
%
|
||||
Net
interest margin on a fully tax equivalent basis (5)
|
3.31%
|
3.66
%
|
(1)
|
Non-accrual
loans are included in average
loans.
|
(2)
|
Interest
income includes amortization of deferred loan origination fees of
$1.8
million for both the three months ended June 30, 2007 and
2006.
|
(3)
|
Non-taxable
loan and investment income is presented on a fully tax equivalent
basis
assuming a 35% tax rate.
|
(4)
|
Interest
rate spread represents the difference between the average yield on
interest earning assets and the average cost of interest bearing
liabilities and is presented on a fully tax equivalent
basis.
|
(5)
|
Net
interest margin represents net interest income as a percentage of
average
interest earning assets.
|
Six
Months Ended June 30,
|
||||||
2007
|
2006
|
|||||
Average
Balance
|
Interest
|
Yield/
Rate
|
Average
Balance
|
Interest
|
Yield/
Rate
|
|
Interest
Earning Assets:
|
||||||
Loans
(1) (2)
|
$ 5,033,713
|
$ 190,416
|
7.63%
|
$ 3,578,883
|
$ 133,166
|
7.50%
|
Loans
exempt from federal income taxes (3)
|
11,410
|
478
|
8.33
|
3,481
|
117
|
6.69
|
Taxable
investment securities
|
1,135,660
|
27,511
|
4.84
|
1,007,861
|
22,604
|
4.49
|
Investment
securities exempt from federal income taxes (3)
|
359,384
|
10,195
|
5.64
|
283,520
|
7,927
|
5.56
|
Federal
funds sold
|
11,515
|
302
|
5.22
|
8,824
|
205
|
4.62
|
Other
interest bearing deposits
|
6,412
|
99
|
3.11
|
9,436
|
174
|
3.72
|
Total
interest earning assets
|
6,558,094
|
229,001
|
7.04
|
4,892,005
|
164,193
|
6.77
|
Assets
held for sale
|
393,783
|
389,190
|
||||
Non-interest
earning assets
|
932,505
|
534,840
|
||||
Total
assets
|
$ 7,884,382
|
$ 5,816,035
|
||||
Interest
Bearing Liabilities:
|
||||||
Deposits:
|
||||||
NOW
and money market deposit accounts
|
$ 1,126,142
|
$ 17,023
|
3.05%
|
$ 626,747
|
$ 6,042
|
1.94%
|
Savings
deposits
|
448,543
|
1,677
|
0.75
|
449,284
|
1,595
|
0.72
|
Time
deposits
|
3,026,265
|
73,090
|
4.87
|
2,311,156
|
47,497
|
4.14
|
Short-term
borrowings
|
769,463
|
18,008
|
4.72
|
665,154
|
13,925
|
4.22
|
Long-term
borrowings and junior subordinated notes
|
373,816
|
11,216
|
5.97
|
214,091
|
6,515
|
6.05
|
Total
interest bearing liabilities
|
5,744,229
|
121,014
|
4.25
|
4,266,432
|
75,574
|
3.57
|
Non-interest
bearing deposits
|
853,771
|
618,771
|
||||
Liabilities
held for sale
|
362,630
|
360,113
|
||||
Other
non-interest bearing liabilities
|
72,957
|
60,488
|
||||
Stockholders’
equity
|
850,795
|
510,231
|
||||
Total
liabilities and stockholders’ equity
|
$ 7,884,382
|
$ 5,816,035
|
||||
Net
interest income/interest rate spread (4)
|
$ 107,987
|
2.79%
|
$ 88,619
|
3.20%
|
||
Taxable
equivalent adjustment
|
3,736
|
2,816
|
||||
Net
interest income, as reported
|
$ 104,251
|
$ 85,803
|
||||
Net
interest margin (5)
|
3.21%
|
3.54%
|
||||
Tax
equivalent effect
|
0.11%
|
0.11%
|
||||
Net
interest margin on a fully tax equivalent basis (5)
|
3.32%
|
3.65%
|
(1)
|
Non-accrual
loans are included in average
loans.
|
(2)
|
Interest
income includes amortization of deferred loan origination fees of
$3.5
million and $3.4 million for the six months ended June 30, 2007 and
2006,
respectively.
|
(3)
|
Non-taxable
loan and investment income is presented on a fully tax equivalent
basis
assuming a 35% tax rate.
|
(4)
|
Interest
rate spread represents the difference between the average yield on
interest earning assets and the average cost of interest bearing
liabilities and is presented on a fully tax equivalent
basis.
|
(5)
|
Net
interest margin represents net interest income as a percentage of
average
interest earning assets.
|
Three
Months Ended
June
30, 2007
|
Six
Months Ended
June
30, 2007
|
|||||
Compared
to June 30, 2006
|
Compared
to June 30, 2006
|
|||||
Change
|
Change
|
Change
|
Change
|
|||
Due
to
|
Due
to
|
Total
|
Due
to
|
Due
to
|
Total
|
|
Volume
|
Rate
|
Change
|
Volume
|
Rate
|
Change
|
|
Interest
Earning Assets:
|
||||||
Loans
|
$ 27,701
|
$ (81)
|
$ 27,620
|
$ 54,981
|
$ 2,269
|
$ 57,250
|
Loans
exempt from federal income taxes (1)
|
67
|
4
|
71
|
326
|
35
|
361
|
Taxable
investment securities
|
1,264
|
726
|
1,990
|
3,007
|
1,900
|
4,907
|
Investment
securities exempt from federal income taxes (1)
|
984
|
75
|
1,059
|
2,150
|
118
|
2,268
|
Federal
funds sold
|
(25)
|
7
|
(18)
|
69
|
28
|
97
|
Other
interest bearing deposits
|
(15)
|
(11)
|
(26)
|
(50)
|
(25)
|
(75)
|
Total
increase (decrease) in interest income
|
29,976
|
720
|
30,696
|
60,483
|
4,325
|
64,808
|
Interest
Bearing Liabilities:
|
||||||
NOW
and money market deposit accounts
|
3,797
|
2,178
|
5,975
|
6,411
|
4,570
|
10,981
|
Savings
deposits
|
(4)
|
65
|
61
|
(3)
|
85
|
82
|
Time
deposits
|
6,991
|
3,725
|
10,716
|
16,340
|
9,253
|
25,593
|
Short-term
borrowings
|
1,994
|
832
|
2,826
|
2,331
|
1,752
|
4,083
|
Long-term
borrowings and junior subordinated notes
|
1,955
|
(49)
|
1,906
|
4,793
|
(92)
|
4,701
|
Total
increase (decrease) in interest expense
|
14,733
|
6,751
|
21,484
|
29,872
|
15,568
|
45,440
|
Increase
(decrease) in net interest income
|
$ 15,243
|
$ (6,031)
|
$ 9,212
|
$ 30,611
|
$ (11,243)
|
$ 19,368
|
(1)
|
Non-taxable
loan and investment income is presented on a fully tax equivalent
basis
assuming a 35% tax rate.
|
June
30,
|
December
31,
|
June
30,
|
||||
2007
|
2006
|
2006
|
||||
Amount
|
%
of Total
|
Amount
|
%
of Total
|
Amount
|
%
of Total
|
|
Commercial
related credits:
|
||||||
Commercial
loans
|
$ 1,161,267
|
22%
|
$ 1,020,708
|
21%
|
$
855,091
|
23%
|
Commercial
loans collateralized by
assignment
of lease payments (lease loans)
|
437,581
|
9%
|
392,063
|
8%
|
305,230
|
8%
|
Commercial
real estate
|
1,601,329
|
31%
|
1,573,144
|
32%
|
1,303,449
|
35%
|
Construction
real estate
|
884,560
|
17%
|
851,896
|
16%
|
611,438
|
17%
|
Total
commercial related credits
|
4,084,737
|
79%
|
3,837,811
|
77%
|
3,075,208
|
83%
|
Other
loans:
|
||||||
Residential
real estate
|
572,823
|
11%
|
591,141
|
12%
|
388,863
|
10%
|
Indirect
vehicle
|
131,308
|
2%
|
110,573
|
2%
|
-
|
-%
|
Home
equity
|
348,336
|
7%
|
381,612
|
8%
|
216,199
|
6%
|
Consumer
loans
|
52,302
|
1%
|
50,357
|
1%
|
21,701
|
1%
|
Total
other loans
|
1,104,769
|
21%
|
1,133,683
|
23%
|
626,763
|
17%
|
Gross
loans (1)
|
5,189,506
|
100%
|
4,971,494
|
100%
|
3,701,971
|
100%
|
Allowance
for loan losses
|
(59,058)
|
(58,983)
|
(42,988)
|
|||
Net
loans
|
$ 5,130,448
|
$ 4,912,511
|
$
3,658,983
|
(1)
|
Gross
loan balances at June 30, 2007, December 31, 2006, and June 30, 2006
are
net of unearned income, including net deferred loan fees of $2.9
million,
$3.0 million, and $2.8 million,
respectively.
|
June
30, 2007
|
December
31,
2006
|
June
30, 2006
|
|
Non-performing
loans:
|
|||
Non-accrual
loans
|
$ 21,799
|
$ 21,164
|
$ 15,887
|
Loans
90 days or more past due, still accruing interest
|
-
|
304
|
-
|
Total
non-performing loans
|
15,887
|
||
Other
real estate owned
|
111
|
2,844
|
37
|
Repossessed
vehicles
|
188
|
192
|
-
|
Total
non-performing assets
|
$ 15,924
|
||
Total
non-performing loans to total loans
|
0.42%
|
0.43%
|
0.43%
|
Allowance
for loan losses to non-performing loans
|
270.92%
|
274.75%
|
270.59%
|
Total
non-performing assets to total assets
|
0.28%
|
0.31%
|
0.27%
|
Three
Months Ended
|
Six
Months Ended
|
|||
June
30,
2007
|
June
30,
2006
|
June
30,
2007
|
June
30,
2006
|
|
Balance
at beginning of period
|
$
58,705
|
$
42,354
|
$
58,983
|
$
42,290
|
Provision
for loan losses
|
3,000
|
1,500
|
6,813
|
2,600
|
Charge-offs
|
(4,046)
|
(1,971)
|
(8,400)
|
(3,392)
|
Recoveries
|
1,399
|
1,105
|
1,662
|
1,490
|
Balance
|
$
59,058
|
$
42,988
|
$
59,058
|
$
42,988
|
Total
loans
|
$
5,189,506
|
$
3,701,971
|
$ 5,189,506
|
$ 3,701,971
|
Average
loans
|
$
5,099,822
|
$
3,637,530
|
$ 5,045,123
|
$ 3,582,364
|
Ratio
of allowance for loan losses to total loans
|
1.14%
|
1.16%
|
1.14%
|
1.16%
|
Net
loan charge-offs to average loans (annualized)
|
0.21%
|
0.10%
|
0.27%
|
0.11%
|
June
30,
|
December
31,
|
June
30,
|
|
2007
|
2006
|
2006
|
|
Direct
finance leases:
|
|||
Minimum
lease payments
|
$ 41,089
|
$
45,438
|
$
41,322
|
Estimated
unguaranteed residual values
|
5,589
|
5,963
|
5,303
|
Less:
unearned income
|
(4,447)
|
(4,832)
|
(3,879)
|
Direct
finance leases (1)
|
$ 42,231
|
$
46,569
|
$
42,746
|
Leveraged
leases:
|
|||
Minimum
lease payments
|
$ 30,969
|
$
28,005
|
$
29,132
|
Estimated
unguaranteed residual values
|
4,048
|
3,664
|
3,585
|
Less:
unearned income
|
(2,856)
|
(2,237)
|
(1,956)
|
Less:
related non-recourse debt
|
(28,696)
|
(26,104)
|
(27,466)
|
Leveraged
leases (1)
|
$ 3,465
|
$
3,328
|
$
3,295
|
Operating
leases:
|
|||
Equipment,
at cost
|
$ 141,374
|
$
142,828
|
$
134,615
|
Less
accumulated depreciation
|
(61,021)
|
(62,570)
|
(68,284)
|
Lease
investments, net
|
$ 80,353
|
$
80,258
|
$
66,331
|
|
(1)
|
Direct
finance and leveraged leases are included as commercial loans
collateralized by assignment of lease payments for financial statement
purposes.
|
Residual
Values
|
||||
End
of initial lease term December 31,
|
Direct
Finance Leases
|
Leveraged
Leases
|
Operating
Leases
|
Total
|
2007
|
$ 1,325
|
$ 158
|
$ 3,304
|
$ 4,787
|
2008
|
1,457
|
1,269
|
3,736
|
6,462
|
2009
|
1,377
|
943
|
5,334
|
7,654
|
2010
|
760
|
1,372
|
2,611
|
4,743
|
2011
|
315
|
306
|
6,546
|
7,167
|
2012
and thereafter
|
355
|
-
|
1,590
|
1,945
|
$ 5,589
|
$ 4,048
|
$ 23,121
|
$ 32,758
|
At
June 30, 2007
|
At
December 31, 2006
|
At
June 30, 2006
|
||||
Amortized
|
Fair
|
Amortized
|
Fair
|
Amortized
|
Fair
|
|
Cost
|
Value
|
Cost
|
Value
|
Cost
|
Value
|
|
U.S.
Treasury securities
|
$ 1,290
|
$ 1,274
|
$ 11,287
|
$ 11,248
|
$ 11,447
|
$ 11,348
|
U.S.
Government agencies
|
417,647
|
414,620
|
666,854
|
665,435
|
317,175
|
311,544
|
States
and political subdivisions
|
392,378
|
386,040
|
369,204
|
370,036
|
303,947
|
298,937
|
Mortgage-backed
securities
|
496,675
|
489,345
|
505,241
|
495,215
|
541,435
|
525,026
|
Corporate
bonds
|
28,024
|
27,643
|
27,477
|
27,316
|
46,779
|
45,715
|
Equity
securities
|
70,068
|
69,856
|
58,627
|
58,551
|
51,134
|
50,898
|
Debt
securities issued by foreign governments
|
298
|
298
|
547
|
547
|
39
|
39
|
Total
|
$ 1,406,380
|
$ 1,389,076
|
$ 1,639,237
|
$ 1,628,348
|
$ 1,271,956
|
$ 1,243,507
|
June
30,
|
December
31,
|
June
30,
|
||||
2007
|
2006
|
2006
|
||||
Amount
|
%
of Total
|
Amount
|
%
of Total
|
Amount
|
%
of Total
|
|
Core
funding:
|
||||||
Non-interest
bearing deposits
|
$ 879,338
|
13%
|
$ 924,371
|
14%
|
$
635,679
|
13%
|
Money
market and NOW accounts
|
1,221,893
|
18%
|
1,040,818
|
16%
|
661,199
|
13%
|
Savings
accounts
|
429,625
|
7%
|
473,727
|
7%
|
429,745
|
9%
|
Certificates
of deposit
|
2,270,184
|
34%
|
2,332,571
|
35%
|
1,474,170
|
29%
|
Customer
repurchase agreements
|
326,194
|
5%
|
314,441
|
4%
|
197,490
|
4%
|
Total
core funding
|
5,127,234
|
77%
|
5,085,928
|
76%
|
3,398,283
|
68%
|
|
|
|
||||
Wholesale
funding:
|
|
|
|
|||
Public
funds deposits
|
327,560
|
5%
|
239,492
|
4%
|
161,269
|
3%
|
Brokered
deposit accounts
|
394,644
|
6%
|
569,574
|
9%
|
775,962
|
16%
|
Other
short-term borrowings
|
456,959
|
7%
|
374,063
|
5%
|
413,422
|
8%
|
Long-term
borrowings
|
186,322
|
3%
|
245,880
|
4%
|
96,516
|
2%
|
Junior
subordinated notes issued to capital trusts
|
166,657
|
2%
|
179,162
|
2%
|
123,526
|
3%
|
Total
wholesale funding
|
1,532,142
|
23%
|
1,608,171
|
24%
|
1,570,695
|
32%
|
Total
funding
|
$ 6,659,376
|
100%
|
$ 6,694,099
|
100%
|
$
4,968,978
|
100%
|
Payments
Due by Period
|
|||||
Contractual
Obligations
|
Total
|
Less
than
1
Year
|
1
-
3 Years
|
3
-
5 Years
|
More
than
5
Years
|
Time
deposits
|
$
2,992,388
|
$ 2,587,976
|
$
219,267
|
$
58,755
|
$
126,390
|
Long-term
borrowings
|
186,322
|
5,140
|
9,084
|
4,063
|
168,035
|
Junior
subordinated notes issued to capital trusts
|
166,657
|
-
|
-
|
-
|
166,657
|
Operating
leases
|
22,619
|
2,985
|
3,381
|
1,985
|
14,268
|
Capital
expenditures
|
2,175
|
2,175
|
-
|
-
|
-
|
Total
|
$
3,370,161
|
$ 2,598,276
|
$
231,732
|
$
64,803
|
$
475,350
|
Commitments
to extend credit and letters of credit
|
$ 1,909,826
|
||||
Time
to Maturity or Repricing
|
|||||
0
– 92
|
92
- 365
|
1
- 5
|
Over
5
|
||
Days
|
Days
|
Years
|
Years
|
Total
|
|
Interest
Earning Assets:
|
|||||
Interest
bearing deposits with banks
|
$
3,314
|
$
45
|
$
263
|
$
-
|
$
3,622
|
Federal
funds sold
|
-
|
-
|
-
|
-
|
-
|
Investment
securities available for sale
|
132,925
|
135,344
|
587,814
|
532,993
|
1,389,076
|
Loans
held for sale
|
-
|
-
|
-
|
-
|
-
|
Loans
|
3,115,435
|
694,852
|
1,303,720
|
75,499
|
5,189,506
|
Total
interest earning assets
|
$ 3,251,674
|
$
830,241
|
$
1,891,797
|
$
608,492
|
$
6,582,204
|
Interest
Bearing Liabilities:
|
|||||
NOW
and money market deposit
|
|||||
accounts
|
$
78,444
|
$
236,493
|
$
603,824
|
$
303,132
|
$
1,221,893
|
Savings
deposits
|
31,689
|
94,515
|
214,505
|
88,916
|
429,625
|
Time
deposits
|
1,314,732
|
1,422,123
|
249,350
|
6,183
|
2,992,388
|
Short-term
borrowings
|
399,355
|
383,798
|
-
|
-
|
783,153
|
Long-term
borrowings
|
67,552
|
3,805
|
13,147
|
101,818
|
186,322
|
Junior
subordinated notes issued
|
|||||
to
capital trusts
|
98,802
|
-
|
-
|
67,855
|
166,657
|
Total
interest bearing liabilities
|
$
1,990,574
|
$
2,140,734
|
$
1,080,826
|
$
567,904
|
$
5,780,038
|
Rate
sensitive assets (RSA)
|
$ 3,251,674
|
$
4,081,915
|
$
5,973,712
|
$
6,582,204
|
$
6,582,204
|
Rate
sensitive liabilities (RSL)
|
1,990,574
|
4,131,308
|
5,212,134
|
5,780,038
|
5,780,038
|
Cumulative
GAP
|
1,261,100
|
(49,393)
|
761,578
|
802,166
|
802,166
|
(GAP=RSA–RSL)
|
|||||
RSA/Total
assets
|
41.05%
|
51.53%
|
75.41%
|
83.09%
|
83.09%
|
RSL/Total
assets
|
25.13%
|
52.15%
|
65.80%
|
72.97%
|
72.97%
|
GAP/Total
assets
|
15.92%
|
(0.62%)
|
9.61%
|
10.13%
|
10.13%
|
GAP/RSA
|
38.78%
|
(1.21%)
|
12.75%
|
12.19%
|
12.19%
|
Immediate
|
Change
in Net Interest Income Over One Year Horizon
|
|||||||
Changes
in
|
At
June 30, 2007
|
At
December 31, 2006
|
||||||
Levels
of
|
Dollar
|
Percentage
|
Dollar
|
Percentage
|
||||
Interest
Rates
|
Change
|
Change
|
Change
|
Change
|
||||
+
2.00 %
|
$
|
4,128
|
1.90
%
|
$
|
2,237
|
1.00
%
|
||
+
1.00
|
2,342
|
1.08
|
1,752
|
0.78
|
||||
(1.00)
|
(9,091)
|
(4.19)
|
(2,574)
|
(1.15)
|
||||
(2.00)
|
(13,154)
|
(6.06)
|
(8,683)
|
(3.89)
|
Gradual
|
Change
in Net Interest Income Over One Year Horizon
|
|||||||
Changes
in
|
At
June 30, 2007
|
At
December 31, 2006
|
||||||
Levels
of
|
Dollar
|
Percentage
|
Dollar
|
Percentage
|
||||
Interest
Rates
|
Change
|
Change
|
Change
|
Change
|
||||
+
2.00 %
|
$
|
2,094
|
0.96
%
|
$
|
1,589
|
0.71
%
|
||
+
1.00
|
1,215
|
0.56
|
1,245
|
0.56
|
||||
(1.00)
|
(2,051)
|
(0.94)
|
(1,878)
|
(0.84)
|
||||
(2.00)
|
(3,414)
|
(1.57)
|
(3,352)
|
(1.50)
|
(c)
|
The
following table sets forth information for the three months ended
June 30,
2007 with respect to our repurchases of our outstanding common
shares:
|
Total
Number of Shares Purchased
|
Average
Price Paid per Share
|
Number
of Shares Purchased as Part Publicly Announced Plans or
Programs
|
Maximum
Number of Shares that May Yet Be Purchased Under the Plans or Programs
(1)
|
|
April
1, 2007 – April 30, 2007
|
-
|
-
|
-
|
1,767,900
|
May
1, 2007 – May 31, 2007
|
535,500
|
34.67
|
535,500
|
1,232,400
|
June
1, 2007 - June 30, 2007
|
117,000
|
35.32
|
117,000
|
1,115,400
|
Total
|
652,500
|
$ 34.79
|
652,500
|
(1)
|
On
July 2, 2007, the Company announced its intention to expand its existing
stock repurchase program from 1,000,000 to 2,000,000 of its outstanding
shares in the open market or in privately negotiated
transactions.
|
Name
|
Votes
For
|
Votes
Withheld
|
Mitchell
Feiger
|
25,333,544
|
366,690
|
James
N. Hallene
|
25,291,366
|
408,868
|
Richard
M. Rieser, Jr.
|
25,237,285
|
462,949
|
Charles
J. Gries
|
25,206,934
|
493,300
|
Votes
For
|
Votes
Against
|
Abstentions
|
Broker
Non-Votes
|
19,203,314
|
1,696,004
|
122,775
|
4,678,141
|
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)
|
10.3C
|
Amendment
No. Three to Employment Agreement between MB Financial Bank, N.A.
and
Burton Field (incorporated herein by reference to Exhibit 10.3C to
the
Registrant’s Annual Report on Form 10-K/A for the year ended December 31,
2006, filed on March 2, 2007 (File No. 0-24566-01))
|
10.4
|
Form
of Change of Control Severance Agreement between MB Financial Bank,
National Association and each of Thomas Panos, Jill E. York, 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))
|
10.6A
|
Amendment
to Coal City Corporation 1995 Stock Option Plan ((incorporated herein
by
reference to Exhibit 10.6A to the Registrant’s Annual Report on Form
10-K/A for the year ended December 31, 2006, filed on March 2, 2007
(File
No. 0-24566-01))
|
10.7
|
MB
Financial, Inc. Amended and Restated Omnibus Incentive Plan (the
“Omnibus
Incentive Plan”) (incorporated herein by reference to Appendix A to the
Registrant’s definitive proxy statement filed on March 23, 2007 (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, 2005 (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, 2005 (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))
|
10.13
|
Amended
and Restated Employment Agreement between MB Financial Bank, N.A.
and
Ronald D. Santo (incorporated herein by reference to Exhibit 10.1
to the
Registrant’s Current Report on Form 8-K filed on December 14, 2004 (File
No. 0-24566-01))
|
10.13A
|
Amendment
to Amended and Restated Employment Agreement between MB Financial
Bank,
N.A. and Ronald D. Santo ((incorporated herein by reference to Exhibit
10.13A to the Registrant’s Annual Report on Form 10-K/A for the year ended
December 31, 2006, filed on March 2, 2007 (File No.
0-24566-01))
|
10.14
|
First
SecurityFed Financial, Inc. 1998 Stock Option and Incentive Plan
(incorporated herein by reference to Exhibit B to the definitive
proxy
statement filed by First SecurityFed Financial, Inc. on March 24,
1998
(File No. 0-23063))
|
10.14A
|
Amendment
to First SecurityFed Financial, Inc. 1998 Stock Option and Incentive
Plan
((incorporated herein by reference to Exhibit 10.14A to the Registrant’s
Annual Report on Form 10-K/A for the year ended December 31, 2006,
filed
on March 2, 2007 (File No. 0-24566-01))
|
10.15
|
Tax
Gross Up Agreements between the Registrant and each of Mitchell Feiger,
Burton J. Field, Ronald D. Santo, Thomas D. Panos, Jill E. York,
and
Thomas P. FitzGibbon, Jr. (incorporated herein by reference to Exhibits
10.1 – 10.6 to the Registrant’s Current Report on Form 8-K filed on
November 5, 2004 (File No. 0-24566-01))
|
10.20
|
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 Bancshares, Inc. (“First Oak Brook”) on March 30, 2004
(File No. 0-14468))
|
10.20A
|
Amendment
to First Oak Brook Bancshares, Inc. Incentive Compensation Plan
((incorporated herein by reference to Exhibit 10.20A to the Registrant’s
Annual Report on Form 10-K/A for the year ended December 31, 2006,
filed
on March 2, 2007 (File No. 0-24566-01))
|
10.21
|
First
Oak Brook Bancshares, Inc. 2001 Stock Incentive Plan (incorporated
herein
by reference to Appendix A to the definitive proxy statement filed
by
First Oak Brook on April 2, 2001 (File No. 0-14468))
|
10.21A
|
Amendment
to First Oak Brook Bancshares, Inc. 2001 Stock Incentive Plan
((incorporated herein by reference to Exhibit 10.21A to the Registrant’s
Annual Report on Form 10-K/A for the year ended December 31, 2006,
filed
on March 2, 2007 (File No.
0-24566-01))
|
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))
|
10.22A
|
Amendment
to First Oak Brook Bancshares, Inc. Directors Stock Plan incorporated
herein by reference to Exhibit 10.22A to the Registrant’s Quarterly Report
on Form 10-Q/A for the quarter ended March 31, 2007 filed on May
15,
2007)
|
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 Exhibit 10.24 to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended September 30,
2006
(File No. 0-24566-01))
|
10.25
|
Form
of Supplemental Pension Benefit Agreement for Richard M. Rieser,
Jr.
(incorporated herein by reference to Exhibit 10.13 to First Oak Brook’s
Annual Report on Form 10-K for the year ended December 31, 1994 (File
No.
0-14468))
|
10.26
|
Form
of Agreement Regarding Post-Employment Restrictive Covenants between
the
Registrant (as successor to First Oak Brook) and Richard M. Rieser,
Jr.
(incorporated herein by reference to Exhibit 10.13 to First Oak Brook’s
Annual Report on Form 10-K for the year ended December 31, 1994 (File
No.
0-14468))
|
10.27
|
First
Oak Brook Bancshares, Inc. Executive Deferred Compensation Plan
(incorporated by reference to Exhibit 10.3 to First Oak Brook’s Annual
Report on Form 10-K for the year ended December 31, 1997 (File No.
0-14468))
|
10.27A
|
Amendment
to First Oak Brook Bancshares, Inc. Executive Deferred Compensation
Plan
(incorporated herein by reference to Exhibit 10.27A to the Registrant’s
Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2007
filed
on May 15, 2007)
|
10.28
|
Transitional
Employment Agreement between the Registrant (as successor to First
Oak
Brook) and Susan G. Peterson (incorporated herein by reference to
Exhibit
10.27 to the Registrant’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2006 (File No. 0-24566-01))
|
10.29
|
Form
of Transitional Employment Agreement between the Registrant (as successor
to First Oak Brook) and Rosemarie Bouman (incorporated herein by
reference
to Exhibit 10.10 to First Oak Brook's Annual Report on Form 10-K
for the
year ended December 31, 1998 (File No. 0-14468))
|
10.29A
|
First
Amendment to Transitional Employment Agreement between the Registrant
(as
successor to First Oak Brook) and Rosemarie Bouman ((incorporated
herein
by reference to Exhibit 10.28A to the Registrant’s Annual Report on Form
10-K/A for the year ended December 31, 2006, filed March 2, 2007
(File No.
0-24566-01))
|
10.29B
|
Second
Amendment to Transitional Employment Agreement between the Registrant
(as
successor to First Oak Brook) and Rosemarie Bouman ((incorporated
herein
by reference to Exhibit 10.28B to the Registrant’s Annual Report on Form
10-K/A for the year ended December 31, 2006, filed March 2, 2007
(File No.
0-24566-01))
|
EXHIBIT INDEX | |
Exhibit Number | Description |
MB FINANCIAL, INC. | |||
Jill E. York | |||
Vice President and Chief Financial Officer | |||
ACCEPTED:
|
|
|||
|
|
|
||
|
Name of Grantee: | |||
|
|
|
||
|
(Street Name) | |||
|
|
|
||
|
(City, State and Zip Code) |
|
|
|
||
|
|
Name of Grantee: |
|
|
|
||||
Dated:
|
|
|
||
|
||||
In
the presence
of:
|
|
|
||
|
MB FINANCIAL, INC. | |||
Jill E. York | |||
Vice President and Chief Financial Officer | |||
|
|
|
||
|
|
Name of Grantee: |
|
|
|
||||
Dated:
|
|
|
||
|
||||
In
the presence
of:
|
|
|
||
|
1.
|
I
have reviewed this Quarterly Report on Form 10-Q of MB Financial,
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
|
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
The
registrant's other certifying officer and I have disclosed, based
on our
most recent evaluation of internal control over financial reporting,
to
the registrant's auditors and the audit committee of registrant's
board of
directors (or persons performing the equivalent
functions):
|
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record,
process, summarize and report financial information;
and
|
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
|
1.
|
I
have reviewed this Quarterly Report on Form 10-Q of MB Financial,
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
|
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
The
registrant's other certifying officer and I have disclosed, based
on our
most recent evaluation of internal control over financial reporting,
to
the registrant's auditors and the audit committee of registrant's
board of
directors (or persons performing the equivalent
functions):
|
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record,
process, summarize and report financial information;
and
|
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
|
Date:
|
August 8, 2007 |
/s/
Mitchell
Feiger
|
||
|
Mitchell
Feiger
|
|||
|
President
and
Chief Executive Officer
|
Date:
|
August 8, 2007 |
/s/
Jill E.
York
|
||
|
Jill
E.
York
|
|||
|
Vice
President and Chief Financial Officer
|