UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
FORM 11-K
______________
(Mark One):
| x | ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 000-25887
_______________
PRIVATEBANCORP, INC.
SAVINGS, RETIREMENT AND EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the plan)
_______________
PrivateBancorp, Inc.
120 S. LaSalle Street
Chicago, Illinois 60603
(Name of the issuer of the securities held pursuant to the plan and
the address of its principal executive office)
REQUIRED INFORMATION
| Item 4. | The PrivateBancorp, Inc. Savings, Retirement and Employee Stock Ownership Plan (the “Plan”) is subject to ERISA and files Plan financial statements and schedules prepared in accordance with the financial requirements of ERISA. |
| | Financial Statements. Listed below are the financial statements and schedules filed as a part of the annual report. |
| | (a) Statements of Net Assets Available for Benefits as of December 31, 2009 and 2008, and the related Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2009 and 2008. |
| | Statements of Net Assets Available for Benefits as of December 31, 2009 and 2008 and the related Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2009 and 2008, respectively, are hereby incorporated by reference to the Registration Statements on Form S-8 filed with the Securities and Exchange Commission by the PrivateBancorp, Inc. Savings, Retirement and Employee Stock Ownership Plan on April 14, 2010 (File No. 333-166070) and March 17, 2006 (File No. 333-132509), and the PrivateBancorp, Inc. Savings and Retirement Plan on August 15, 2000 (File No. 333-43830). |
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
FINANCIAL STATEMENTS
December 31, 2009 and 2008
TABLE OF CONTENTS
| | PAGE |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 1 |
| | |
| FINANCIAL STATEMENTS | |
| | Statements of Net Assets Available for Benefits, December 31, 2009 and 2008 | 2 |
| | Statements of Changes in Net Assets Available for Benefits, Years Ended December 31, 2009 and 2008 | 3 |
| | Notes to Financial Statements | 4 |
| | |
| SUPPLEMENTAL SCHEDULES | |
| | Schedule of Assets Held for Investment Purposes – Form 5500, Schedule H, Part IV, Line 4(i) | 15 |
| | Schedule of Delinquent Participant Contributions – Form 5500, Schedule H, Line 4a | 17 |
| | NOTE: | Supplemental schedules required by the Employee Retirement Income Security Act of 1974 that have not been included herein are not applicable to the PrivateBancorp, Inc. Savings, Retirement and Employee Stock Ownership Plan. |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit Committee
PrivateBancorp, Inc. Savings, Retirement and Employee Stock Ownership Plan
Chicago, Illinois
We have audited the accompanying statement of net assets available for benefits of PrivateBancorp, Inc. Savings, Retirement and Employee Stock Ownership Plan (the “Plan”) as of December 31, 2009, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Plan as of December 31, 2008, were audited by other auditors whose report dated June 17, 2009, expressed an unqualified opinion on those financial statements.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2009, and the changes in net assets available for benefits for the year then ended in conformity with United States generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the 2009 basic financial statements taken as a whole. The accompanying supplemental schedules are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the 2009 basic financial statements and, in our opinion, are presented fairly, in all material respects in relation to the 2009 basic financial statements taken as a whole.
/s/ Clifton Gunderson LLP
Oak Brook, Illinois
June 25, 2010
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2009 and 2008
| | | | 2009 | | 2008 |
| ASSETS | | | |
| | Investments, at fair value: | | | |
| | | Principal Life Insurance Company pooled-separate accounts | $ 14,063,191 | | $ 12,543,512 |
| | | American Funds registered investment companies | 4,112,850 | | 2,609,156 |
| | | Dodge & Cox registered investment company | 3,458,697 | | 2,099,706 |
| | | Dreyfus registered investment company | - | | 278,034 |
| | | ING registered investment company | - | | 196,357 |
| | | Pioneer registered investment company | 758,326 | | 202,058 |
| | | | | | |
| | | Vanguard Group registered investment company | 2,007,777 | | - |
| | | PIMCO registered investment company | 1,819,739 | | - |
| | | Buffalo Funds registered investment company | 548,666 | | - |
| | | COLUMBIA registered investment company | 546,508 | | - |
| | | Perkins registered investment company | 456,173 | | - |
| | | Dimensional Funds registered investment company | 548,177 | | - |
| | | PrivateBancorp, Inc. common stock | 3,838,672 | | 8,215,196 |
| | Guaranteed interest account, Principal Life | | | |
| | | Insurance Company | 18,913 | | 42,274 |
| | Participant loan fund | 704,699 | | 477,129 |
| | | | | | |
| NET ASSETS AVAILABLE FOR BENEFITS | $ 32,882,388 | | $ 26,663,422 |
The accompanying notes are an integral part of the financial statements.
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years Ended December 31, 2009 and 2008
| | | | 2009 | | 2008 |
| ADDITIONS | | | |
| | Contributions from employer | $ 1,618,487 | | $ 953,061 |
| | Contributions from participants | 5,852,125 | | 5,006,449 |
| | Rollovers | 3,162,984 | | 2,409,452 |
| | Interest income | 36,790 | | 39,501 |
| | Dividend income | 226,226 | | 83,612 |
| | Net realized and unrealized (losses) gains of | | | |
| | | PrivateBancorp, Inc. stock | (5,442,889) | | 192,400 |
| | Net realized and unrealized gains (losses) in fair value of | | | |
| | | registered investment companies | 2,314,666 | | (3,261,832) |
| | Net realized and unrealized gains (losses) in fair value of | | | |
| | | pooled-separate accounts | 2,412,667 | | (4,099,699) |
| | Miscellaneous income | 8 | | 5 |
| | | | | | |
| | | Total additions | 10,181,064 | | 1,322,949 |
| | | | | | |
| DEDUCTIONS | | | |
| | Withdrawals by participants | (3,863,713) | | (3,536,312) |
| | Administrative expenses | (98,385) | | (77,627) |
| | | | | | |
| | | Total deductions | (3,962,098) | | (3,613,939) |
| | | | | | |
| | | Net increase (decrease) | 6,218,966 | | (2,290,990) |
| | | | | | |
| NET ASSETS AVAILABLE FOR BENEFITS, | | | |
| | BEGINNING OF YEAR | 26,663,422 | | 28,954,412 |
| | | | | | |
| NET ASSETS AVAILABLE FOR BENEFITS, | | | |
| | END OF YEAR | $ 32,882,388 | | $ 26,663,422 |
The accompanying notes are an integral part of the financial statements.
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
(1) Description of plan
The following description of the PrivateBancorp, Inc. Savings, Retirement and Employee Stock Ownership Plan (the “Plan”) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
General - The Plan is a defined contribution plan covering employees of The PrivateBank and Trust Company and its subsidiaries (Lodestar Investment Counsel, LLC, The PrivateBank Securities, LLC, and The PrivateBank Mortgage Company), The PrivateBank Mortgage Company, LLC and The PrivateBank National Association (in Wisconsin). The PrivateBank and Trust Company (including the aforementioned subsidiaries), The PrivateBank Mortgage Company, LLC, and The PrivateBank National Association (in Wisconsin) are subsidiaries of PrivateBancorp, Inc. The PrivateBank and Trust Company, The PrivateBank Mortgage Company, LLC, and The PrivateBank National Association (in Wisconsin) are individually and collectively referred to as the “Subsidiary” and the “S ubsidiaries.” The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
During 2009, The PrivateBank St. Louis and The PrivateBank Michigan were merged into The PrivateBank and Trust Company. In addition, the PrivateBank and Trust Company participated in an FDIC assisted transaction involving the former Founders Bank (see Note 6).
During the fourth quarter of 2008, The PrivateBank Georgia was merged into The Private Bank and Trust Company.
In 2009, there were changes to the existing funds available for investment in the Plan. Three Principal Life Insurance Company pooled separate accounts were closed and replaced with mutual funds and one mutual fund was added to the investment options for Plan participants.
Contributions - Participants may contribute up to the maximum percentage of compensation, as defined in the Plan document, and dollar amounts permissible by the Internal Revenue Code (IRC). Subsidiary-paid cash bonuses are included in the definition of compensation. Participants may also transfer amounts representing distributions from other qualified defined benefit or contribution plans. Subsidiary matching contributions are discretionary and based on a percentage of employee contributions. The Subsidiaries may make qualified matching contributions, corrective non-elective contributions and an additional discretionary contribution, all based on formulas determined by the Subsidiaries.
Participant accounts - Each participant’s account is credited with the participant’s contribution and allocations of (a) the Subsidiary’s contribution and (b) investment earnings and losses and is charged with participant withdrawals or distributions and administrative fees and expenses. Allocations are based on employee contributions, eligible compensation or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
(1) Description of plan (continued)
Eligibility - An employee is eligible to participate in the Plan after completing one hour of service, as defined. Participants who are at least 18 years old are eligible for the Subsidiary’s contributions after one year of employment.
Vesting - Participants are immediately vested in their contributions and the Subsidiary’s qualified matching contributions and corrective non-elective contributions plus actual earnings thereon. Vesting in the Subsidiaries’ matching and discretionary contribution portion of their accounts plus actual earnings thereon is based on years of continuous service. A participant is 20% vested after one year of credited service and vest 20% per year thereafter, until becoming fully vested after five years of credited service.
Investment options - Currently, participants are able to direct employee contributions into pooled-separate accounts (PSAs) (maintained by an insurance carrier), mutual funds, a guaranteed investment contract and PrivateBancorp, Inc. common stock. Participants are able to transfer funds among all investment options.
Participant loans - Participants may borrow from their own account a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan repayment terms are determined by the Subsidiaries. The loans are secured by the balance in the participant’s account and bear interest at the prime rate (3.25% as of December 31, 2009 and 2008) in effect on the loan acquisition date plus 100 basis points. Interest rates ranged from 4.25% to 9.25% on all participant loans outstanding as of December 31, 2009. Principal and interest are paid ratably through payroll deductions.
Payment of benefits - Participants are eligible to receive the vested portion of their plan account upon retirement, termination of employment, disability or death. Payment will generally be made in a lump-sum. Hardship withdrawals are also available to participants who demonstrate financial need in certain circumstances, as defined.
Forfeited accounts - As of December 31, 2009 and 2008, forfeited nonvested accounts totaled $24,567 and $30,575, respectively. These accounts are used to reduce future Subsidiary’s contributions. During the Plan years ended December 31, 2009 and 2008, forfeitures in the amount of $33,075 and $55,127, respectively, were used to reduce Subsidiary’s contributions.
(2) Summary of significant accounting policies
Basis of accounting - The accompanying financial statements are prepared on the accrual basis of accounting.
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
(2) Summary of significant accounting policies (continued)
Estimates - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates.
Valuation of investments - The Plan is invested in PSAs, PrivateBancorp, Inc. common stock, a guaranteed investment contract, and mutual funds, which are stated at fair value using methodologies described in Note (5).
Investment valuation and income recognition - Security transactions are accounted for on the date securities are purchased or sold (trade date). Dividend income is recorded on the ex-dividend date. Interest income is recognized when earned. Net realized and unrealized gains and losses are recorded in the accompanying financial statements as net realized and unrealized gains (losses) in fair value of investments. Contributions are recognized based on payroll dates and accrued if applicable.
Payment of benefits - Benefits are recorded when paid.
Administrative expenses - The administrative expenses of the Plan are paid by the Plan sponsor (PrivateBancorp, Inc.) and by the Plan participants. The expenses that are paid by the Plan sponsor are not included in the Statements of Changes in Net Assets Available for Benefits.
(3) Investments
The following table presents the investments that represent 5% or more of the Plan’s net assets as of December 31, 2009 and 2008.
| | | 2009 | | 2008 |
| Pooled-separate accounts Contract #6-11219: | | | |
| | Principal Money Market Sep Acct | $ 2,793,920 | | $ 3,821,020 |
| | Principal Lg Cp Stk Idx | 1,813,900 | | 1,174,389 |
| | Principal Ptr International | 2,019,290 | | 1,452,359 |
| | | | | |
| Common stock: PrivateBancorp, Inc. | 3,838,672 | | 8,215,196 |
| | | | | |
| Registered investment companies: | | | |
| | American Funds Growth Fund of America R4 | - | | 1,645,988 |
| | American Funds Growth Fund of America R5 | 2,556,534 | | - |
| | Dodge & Cox Stock Fund | 3,458,697 | | 2,099,706 |
| | Vanguard ST Bond Index Inv. Fund | 2,007,777 | | - |
| | PIMCO Total Return Instl Fund | 1,819,739 | | - |
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
(3) Investments (continued)
The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value for the years ended December 31, 2009 and 2008, are as follows:
| | 2009 | | 2008 |
| | | | |
| Mutual funds | $ 2,314,666 | | $ (3,261,832) |
| Pooled-separate accounts | 2,412,667 | | (4,099,699) |
| Common stock | (5,442,889) | | 192,400 |
| | | | |
| Total | $ (715,556) | | $ (7,169,131) |
Interest and dividends realized on the Plan’s investments for the years ended December 31, 2009 and 2008, were $263,016 and $123,113, respectively.
| (4) | Related party transactions |
Substantially all assets of the Plan are held in trust by Principal Financial Group, Trustee for the Plan. Administrative fees in the amounts of $24,664 and $15,000 were paid to Principal Financial Group during the years ended December 31, 2009 and 2008, respectively, by the Subsidiaries. These transactions qualify as party-in-interest transactions.
| (5) | Fair value measurements |
The Plan measures, monitors and discloses its assets on a fair value basis in accordance with Financial Accounting Standards Board Accounting Standards Codification 820 (FASB ASC 820) Fair Value Measurements and Disclosures. FASB ASC 820 establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
| | Level 1: | Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access. |
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
(5) Fair value measurements (continued)
| | Level 2: | Inputs to the valuation methodology include: |
| • | Quoted prices for similar assets or liabilities in active markets; |
| • | Quoted prices for identical or similar assets or liabilities in inactive markets; |
| • | Inputs other than quoted prices that are observable for the asset or liability; |
| • | Inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
| | Level 3: | Inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs
Following is a description of the valuation methodologies used for assets measured at fair value:
PrivateBancorp, Inc. common stock - Valued at the closing price reported on the active market on which the security is traded.
Mutual funds - Valued at the net asset value, based on quoted market prices in active markets, of shares held by the Plan at year end.
Pooled-separate accounts - Valued at the net asset value, based on quoted market prices in active markets, of shares of the underlying assets held by the Plan at year end.
Participant loan fund - Valued at amortized cost, which approximates fair value.
Guaranteed interest account - Guaranteed investment contract valued at fair value by discounting the related cash flows based on current yields of similar instruments with comparable durations considering the creditworthiness of the issuer.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future values. Furthermore, while the Plan’s administrator (the Plan Committee) believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Following is a description of the nature and risks of the categories of assets by major security type:
Small/Mid U.S. equity - This asset class is generally composed of investment options that invest in stocks, or shares of ownership in small to medium-sized U.S. companies. These investment options typically carry more risk than larger U.S. equity investment options but have the potential for higher returns. They may be an appropriate choice for long-term investors who are seeking the potential for growth.
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
(5) Fair value measurements (continued)
Fixed income - This asset class is generally composed of investment options that invest in bonds, or debt of a company or government entity (including U.S. and Non- U.S.). It may also include real estate investment options that directly own property. These investment options typically carry more risk than short-term fixed income investment options (including, for real estate investment options, liquidity risk), but less overall risk than equities.
Large U.S. equity - This asset class is generally composed of investment options that invest in stocks, or shares of ownership in large, well-established, U.S. companies. These investment options typically carry more risk than fixed income investment options but have the potential for higher returns over longer time periods. They may be an appropriate choice for long-term investors who are seeking the potential for growth.
Balanced/asset allocation - This asset class is generally composed of a combination of fixed income and equity investment options. These investment options may include balanced, asset allocation, target-date, and target-risk investment options. They are typically lower risk than investment options that invest solely in equities.
Short-term fixed income - This asset class is generally composed of short-term, fixed-income investment options that are largely liquid and are designed to not lose much value. These investment options may include stable value, money market, short-term bond, and guaranteed interest accounts. They are considered to be among the least risky forms of investment options. However, they typically have a lower rate of return than equities or longer-term fixed income investment options over long periods of time.
International equity - This asset class is composed of investment options that invest in stocks, or shares of ownership in companies with their principal place of business or office outside the United States. These investment options often carry more risk than U.S. equity investment options but may have the potential for higher returns. They may be an appropriate choice for long-term investors who are seeking the potential for growth.
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
(5) Fair value measurements (continued)
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at the fair value as of December 31, 2009:
| | | Level 1 | | Level 2 | | Level 3 | | Total |
| | | | | | | | | |
| Financial institution | | | | | | | |
| | common stock | $ 3,838,672 | | $ - | | $ - | | $ 3,838,672 |
| Mutual funds: | | | | | | | |
| | Small/Mid U.S. equity | 1,551,347 | | - | | - | | 1,551,347 |
| | Fixed income | 1,819,739 | | - | | - | | 1,819,739 |
| | Large U.S. equity | 6,025,231 | | - | | - | | 6,025,231 |
| | Balanced/asset allocation | 1,546,316 | | - | | - | | 1,546,316 |
| | Short-term fixed income | 2,007,777 | | - | | - | | 2,007,777 |
| | International equity | 1,306,503 | | - | | - | | 1,306,503 |
| Pooled-separate accounts: | | | | | | | |
| | Small/Mid U.S. equity | - | | 3,041,608 | | - | | 3,041,608 |
| | Large U.S. equity | - | | 1,813,900 | | - | | 1,813,900 |
| | Balanced/asset allocation | - | | 4,394,473 | | - | | 4,394,473 |
| | Short-term fixed income | - | | 2,793,920 | | - | | 2,793,920 |
| | International equity | - | | 2,019,290 | | - | | 2,019,290 |
| Participant loan fund | - | | 704,699 | | - | | 704,699 |
| Guaranteed interest account | - | | - | | 18,913 | | 18,913 |
| | | | | | | | | |
| Total assets at fair value | $ 18,095,585 | | $ 14,767,890 | | $ 18,913 | | $ 32,882,388 |
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at the fair value as of December 31, 2008:
| | Level 1 | | Level 2 | | Level 3 | | Total |
| | | | | | | | |
| Common stock | $ 8,215,196 | | $ - | | $ - | | $ 8,215,196 |
| Mutual funds | 5,385,311 | | - | | - | | 5,385,311 |
| Pooled-separate accounts | - | | 12,543,512 | | - | | 12,543,512 |
| Participant loan fund | - | | 477,129 | | - | | 477,129 |
| Guaranteed interest account | - | | - | | 42,274 | | 42,274 |
| | | | | | | | |
| Total assets at fair value | $ 13,600,507 | | $ 13,020,641 | | $ 42,274 | | $ 26,663,422 |
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
(5) Fair value measurements (continued)
The following table sets forth a summary of changes in the fair value of the Plan’s Level 3 assets for the years ended December 31, 2009 and 2008:
| | 2009 | | 2008 |
| | Guaranteed Interest Account | | Guaranteed Interest Account |
| | | | |
| Balance, beginning of year | $ 42,274 | | $ 57,680 |
Unrealized gains relating to instruments still held at the reporting date | - | | 358 |
| Interest credited | 977 | | 1,519 |
| Purchases, sales, issuances and settlements (net) | (24,338) | | (17,283) |
| | | | |
| Balance, end of year | $ 18,913 | | $ 42,274 |
(6) Plan sponsor merger
On July 2, 2009, The PrivateBank and Trust Company participated in an FDIC assisted transaction involving the former Founders Bank. Although, there was no merger of the former Founders Group Inc. Profit Sharing Plan into PrivateBancorp, Inc. Savings, Retirement and Employee Stock Ownership Plan, the former Founders Bank employees who were hired by the Subsidiaries were able to rollover their funds into the Plan.
(7) Obligations to terminated participants
Amounts allocated to accounts of employees who have withdrawn from participation in the Plan amounted to $3,011,052 as of December 31, 2009. The amount is included as a component of net assets available for benefits. This information is not available as of December 31, 2008.
(8) Tax status
On January 22, 2007, PrivateBancorp, Inc. applied for a determination letter from the Internal Revenue Service (IRS) regarding the initial qualification of the amended and restated Plan. On July 21, 2008, the IRS issued a favorable determination letter on the Plan. The Plan has been amended since receiving the determination letter. However, the Plan trustees and the Plan’s tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC.
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
Although they have not expressed any intent to do so, the Subsidiaries have the right under the Plan to discontinue their contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their Subsidiary’s contributions.
(10) Risks and uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
(11) Prohibited transactions
Defined contribution plans are required to remit employee contributions to the Plan as soon as they can be reasonably segregated from the employer’s general assets, but no later than the 15th business day of the month following the month in which the participant contributions are withheld by the employer.
For the Plan year ended December 31, 2009, the Subsidiaries did not remit one employee’s contribution timely to the plan in the amount of $500. The Subsidiaries calculated and remitted lost earnings to the Plan participant during the 2009 Plan year.
Effective January 1, 2009, the Plan was amended to establish a specific designation group for those individuals that become employees through an acquisition. The amendment establishes special eligibility procedures and entry dates for the specific group and allows service credit to be granted to former employees of Founders Bank who joined the Subsidiaries. Effective January 1, 2010, the Plan was amended to slightly change the definition of the specific designation group.
Effective January 1, 2010, the Plan was amended to incorporate changes in the laws. In addition, there were discretionary changes made to definition of Plan beneficiaries, a provision for employees who die on military leave, and the composition of committee members.
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
Management evaluated subsequent events through the date the financial statements were issued. Events or transactions occurring after December 31, 2009, but prior to the financial statements being issued, that provided additional evidence about conditions that existed at December 31, 2009, have been recognized in the financial statements for the year ended December 31, 2009. Events or transactions that provided evidence about conditions that did not exist at December 31, 2009, but arose before the financial statements were issued have not been recognized in the financial statements for the year ended December 31, 2009.
This information is an integral part of the accompanying financial statements.
SUPPLEMENTAL SCHEDULES
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES -
FORM 5000, SCHEDULE H, PART IV, LINE 4(i)
December 31, 2009
EIN: 36-3681151
Plan Number: 001
| (a) | | (b) | | (c) | | (d) | | (e) |
| | | Identity of issue, borrower, lessor or similar party | | Description of investments including maturity date, rate of interest, collateral, par or maturity value | | Cost | | Current value |
| | | | | | | | | |
| * | | Principal Money Market Sep Acct | | Pooled separate account | | (1) | | $ 2,793,920 |
| * | | Principal Lg Cap Stk Idx | | Pooled separate account | | (1) | | 1,813,900 |
| * | | Principal Mid Cap Value | | Pooled separate account | | (1) | | 1,041,242 |
| * | | Principal Ptr International | | Pooled separate account | | (1) | | 2,019,290 |
| * | | Principal Sm Cap S&P 600 Index | | Pooled separate account | | (1) | | 621,973 |
| * | | Principal Mid Cap S&P 400 Index | | Pooled separate account | | (1) | | 1,081,723 |
| * | | Principal LifeTm 2010 | | Pooled separate account | | (1) | | 487,453 |
| * | | Principal LifeTm 2020 | | Pooled separate account | | (1) | | 1,446,787 |
| * | | Principal LifeTm 2030 | | Pooled separate account | | (1) | | 1,003,874 |
| * | | Principal LifeTm 2040 | | Pooled separate account | | (1) | | 843,721 |
| * | | Principal LifeTm 2050 | | Pooled separate account | | (1) | | 472,857 |
| * | | Principal LifeTm Str Inc | | Pooled separate account | | (1) | | 139,781 |
| * | | Principal Sm Cap Value | | Pooled separate account | | (1) | | 122 |
| * | | Principal Real Estate Secs | | Pooled separate account | | (1) | | 296,548 |
| * | | PrivateBancorp, Inc. | | Common stock | | (1) | | 3,838,672 |
| | | American Funds Growth Fund of America R5 | | Registered investment company | | (1) | | 2,566,534 |
| | | American Funds American Balanced Fund R5 | | Registered investment company | | (1) | | 1,546,316 |
| | | Dodge & Cox Stock Fund | | Registered investment company | | (1) | | 3,458,697 |
| | | Buffalo Small Cap Fund | | Registered investment company | | (1) | | 548,666 |
| | | Columbia Acorn Z Fund | | Registered investment company | | (1) | | 546,508 |
| | | Pioneer Emerging Markets Y Fund | | Registered investment company | | (1) | | 758,326 |
| | | Perkins Small Cap Value I Fund | | Registered investment company | | (1) | | 456,173 |
| | | Dimensional Fund DFA Int’l Small Cap Value | | Registered investment company | | (1) | | 548,177 |
| | | | | | | | | |
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES -
FORM 5000, SCHEDULE H, PART IV, LINE 4(i)
December 31, 2009
| (a) | | (b) | | (c) | | (d) | | (e) |
| | | Identity of issue, borrower, lessor or similar party | | Description of investments including maturity date, rate of interest, collateral, par or maturity value | | Cost | | Current value |
| | | | | | | | | |
| | | Vanguard ST Bond Index Inv Fund | | Registered investment company | | (1) | | 2,007,777 |
| | | PIMCO Total Return Instl Fund | | Registered investment company | | (1) | | 1,819,739 |
| * | | Guaranteed interest account, Principal Life Insurance Company | | Insurance company general fund account | | (1) | | 18,913 |
| * | | Participant loan fund | | Interest at rates from 4.25% to 9.25% | | - | | 704,699 |
| | | | | | | | | |
| | | | | | | | | $ 32,882,388 |
* Party-in-interest as defined by ERISA
(1) Cost information may be omitted as the investments are participant-directed.
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS -
FORM 5500, SCHEDULE H, LINE 4a
Year Ended December 31, 2009
EIN: 36-3681151
Plan Number: 001
Participant contributions transferred late to the plan: $500 | Total that constitute non-exempt prohibited transactions: $500 | Total fully corrected under VFCP and PTE 2002-51 $0 |
Check here if late participant loan contributions are included o | Contributions not corrected: $0 | Contributions corrected outside VFCP: $500 | Contributions pending correction in VFCP: $0 |
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 25, 2010
| | PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND EMPLOYEE STOCK OWNERSHIP PLAN By: PrivateBancorp, Inc. Savings, Retirement and Employee Stock Ownership Plan Committee By: /s/ David J. Hesselbein Name: David J. Hesselbein Title: Committee Member |
EXHIBIT INDEX
Exhibit No. | Description |
| 23.1 | Consent of Clifton Gunderson LLP |
| 23.2 | Consent of Mayer Hoffman McCann P.C. |
