UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________
FORM 11-K
______________________________________________
(Mark One)
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ý | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014
OR
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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 South 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
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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. |
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| Financial Statements. Listed below are the financial statements and schedules filed as a part of the annual report. |
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| (a) Statements of Net Assets Available for Benefits as of December 31, 2014 and 2013, and the related Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2014 and 2013. |
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| These Statements of Net Assets Available for Benefits as of December 31, 2014 and 2013 and the related Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2014 and 2013, respectively, included herein, are hereby incorporated by reference into the Registration Statement 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). |
TABLE OF CONTENTS
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| PAGE |
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS | |
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FINANCIAL STATEMENTS | |
| Statements of Net Assets Available for Benefits | |
| Statements of Changes in Net Assets Available for Benefits | |
| Notes to Financial Statements | |
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SUPPLEMENTARY SCHEDULE | |
| Form 5500, Schedule H, Part IV, Line 4(i) – Schedule of Assets (Held at End of Year) | |
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SIGNATURES | |
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EXHIBIT INDEX | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Plan Administrator
PrivateBancorp, Inc. Savings, Retirement & Employee Stock Ownership Plan
We have audited the accompanying statement of net assets available for benefits of PrivateBancorp, Inc. Savings, Retirement & Employee Stock Ownership Plan (the “Plan”) as of December 31, 2014, 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.
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. We were not engaged to perform an audit of the Plan's 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, assessing the accounting principles used and significant estimates made by management, and 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 at December 31, 2014, and the changes in its net assets available for benefits for the year then ended, in conformity with U.S. generally accepted accounting principles.
The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2014, and reportable transactions for the year then ended, have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedules is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Ernst & Young LLP
Chicago, Illinois
June 25, 2015
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KSOP 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, 2013, 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.
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 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, 2013, and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America.
/s/ CliftonLarsonAllen LLP
Oak Brook, Illinois
June 26, 2014
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2014 and 2013
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| | | | | | | |
| 2014 | | 2013 |
ASSETS | | | |
Participant-directed investments, at fair value: | | | |
Principal Life Insurance Company pooled-separate accounts | $ | 32,061,666 |
| | $ | 26,080,810 |
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American Funds registered investment companies | 7,588,425 |
| | 7,217,285 |
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Dodge & Cox registered investment company | 7,932,296 |
| | 7,304,643 |
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MainStay Funds registered investment company | 6,027,341 |
| | 5,204,609 |
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Vanguard Group registered investment companies | 3,270,001 |
| | 3,477,776 |
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PIMCO registered investment company | 3,125,006 |
| | 2,867,222 |
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Buffalo Funds registered investment company | 1,415,735 |
| | 1,604,939 |
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COLUMBIA registered investment company | 1,492,232 |
| | 1,387,705 |
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Janus International Holding, LLC registered investment company | 1,120,083 |
| | 982,489 |
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Dimensional Funds registered investment companies | 4,076,290 |
| | 3,783,201 |
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Franklin Templeton registered investment company | 948,507 |
| | 570,196 |
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PrivateBancorp, Inc. common stock | 12,472,201 |
| | 11,412,231 |
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Goldman Sachs Asset Management | 3,771,478 |
| | 3,077,399 |
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Total participant-directed investments, at fair value | 85,301,261 |
| | 74,970,505 |
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Receivables: | | | |
Notes receivable from participants | 942,322 |
| | 862,301 |
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Company contributions | — |
| | 915 |
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Total receivables | 942,322 |
| | 863,216 |
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NET ASSETS AVAILABLE FOR BENEFITS | $ | 86,243,583 |
| | $ | 75,833,721 |
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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, 2014 and 2013
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| | | | | | | |
| 2014 | | 2013 |
ADDITIONS TO NET ASSETS ATTRIBUTED TO | | | |
Contributions from company | $ | 2,495,739 |
| | $ | 2,394,892 |
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Contributions from participants | 8,309,325 |
| | 7,792,885 |
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Rollovers | 1,005,585 |
| | 1,289,624 |
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Interest income from notes receivable from participants | 37,455 |
| | 35,169 |
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Dividend income | 637,177 |
| | 472,994 |
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Net realized and unrealized gains in fair value of PrivateBancorp, Inc. stock | 1,771,437 |
| | 5,531,655 |
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Net realized and unrealized gains in fair value of registered investment companies | 852,603 |
| | 5,637,504 |
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Net realized and unrealized gains in fair value of pooled-separate accounts | 2,741,689 |
| | 4,991,370 |
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Miscellaneous income | 56 |
| | 679 |
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Total additions | 17,851,066 |
| | 28,146,772 |
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO | | | |
Withdrawals by participants | 7,107,494 |
| | 6,242,131 |
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Administrative expenses | 333,710 |
| | 275,516 |
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Total deductions | 7,441,204 |
| | 6,517,647 |
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Net increase | 10,409,862 |
| | 21,629,125 |
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NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR | 75,833,721 |
| | 54,204,596 |
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NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR | $ | 86,243,583 |
| | $ | 75,833,721 |
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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, 2014 and 2013
(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 PrivateBancorp, Inc. and its subsidiaries (the “Company”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Management evaluated subsequent events through the date the financial statements were issued.
On December 31, 2013 the Company sold Lodestar Investment Counsel, LLC (“Lodestar”), an investment management firm and previously a wholly-owned subsidiary of the Company. Employees of Lodestar who have balances in their Plan account are eligible for distributions in the same manner as applies to all former employees with balances in the Plan.
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). Company-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. Company matching contributions are discretionary and based on a percentage of employee contributions. The Company may make qualified matching contributions, corrective non-elective contributions and an additional discretionary contribution, all based on formulas determined by the Company.
Participant accounts - Each participant’s account is credited with the participant’s contribution and allocations of: (a) the Company’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.
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 Company’s contributions after one year of employment.
Vesting - Participants are immediately vested in their contributions and the Company’s qualified matching contributions and corrective non-elective contributions plus actual earnings thereon. Vesting in the Company’s 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 vests 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, and PrivateBancorp, Inc. common stock. Participants are able to transfer funds among all investment options, subject to certain limitations on the timing of such transfers imposed by certain mutual funds and PSAs.
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2014 and 2013
(1) Description of plan (continued)
Notes receivable from participants - 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 Company. 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, 2014 and 2013) in effect on the loan acquisition date plus 100 basis points. Interest rates ranged from 4.25% to 7.00% on all participant loans outstanding as of December 31, 2014. 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. Hardship withdrawals are also available to participants who demonstrate financial need in certain circumstances, as defined.
Forfeited accounts - Participants forfeit the unvested portion of their Plan account upon certain terminations of employment. These accounts are used to reduce future Company contributions. During the Plan years ended December 31, 2014 and 2013, forfeitures in the amount of $114,230 and $98,877, respectively, were used to reduce the Company’s contributions. As of December 31, 2014 and 2013, forfeited nonvested accounts totaled $3,238 and $39,568, respectively.
(2) Summary of significant accounting policies
Basis of accounting - The accompanying financial statements are prepared on the accrual basis of accounting.
Use of 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.
Investment valuation and income recognition - The Plan is invested in PSAs, PrivateBancorp, Inc. common stock, and mutual funds, which are stated at fair value using methodologies described in Note 5.
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 in fair value of investments. Contributions are recognized based on payroll dates and accrued if applicable.
Notes receivable from participants - Notes receivable from participants are collateralized against the participant's accounts and are stated at the amount of unpaid principal balance plus any accrued but unpaid interest. Payments of notes receivable from participants are applied to the specific accounts comprising the balance. Delinquent participant loans are reclassified as distributions based upon terms of the Plan document.
There is no allowance for uncollectible notes receivable from participants recorded at December 31, 2014 and 2013 since all balances are deemed collectible.
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2014 and 2013
(2) Summary of significant accounting policies (continued)
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.
Recent Accounting Pronouncement
In May 2015, the Financial Accounting Standards Board ("FASB") issued ASU 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Assets Value per Share (or Its Equivalent). ASU 2015-07 removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. It also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. ASU 2015-07 will be effective for the Plan beginning in the first quarter of 2016, with early adoption permitted, and will be applied retrospectively. The Plan Administrator is currently evaluating the standard and does not believe it will have a material impact on the Plan's financial statements.
(3) Investments
The following table presents the investments that represent 5% or more of the Plan’s net assets as of December 31, 2014 and 2013:
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| | | | | | | |
| 2014 | | 2013 |
Pooled-separate accounts Contract #6-11219: | | | |
Principal Lg Cap S&P 500 Index | $ | 7,230,165 |
| | $ | 5,363,244 |
|
Principal LifeTime 2020 Separate Account | 4,330,288 |
| | * |
|
| | | |
Common stock: PrivateBancorp, Inc. | 12,472,201 |
| | 11,412,231 |
|
| | | |
Registered investment companies: | | | |
Dodge & Cox Stock Fund | 7,932,296 |
| | 7,304,643 |
|
MainStay Lg Cap Growth I Fund | 6,027,341 |
| | 5,204,609 |
|
| |
* | Below 5% threshold in the Plan. |
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2014 and 2013
(3) Investments (continued)
The amount of appreciation of the Plan’s investments (including gains and losses on investments bought and sold) for the years ended December 31, 2014 and 2013, are as follows:
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| | | | | | | |
| 2014 | | 2013 |
Mutual funds | $ | 852,603 |
| | $ | 5,637,504 |
|
Pooled-separate accounts | 2,741,689 |
| | 4,991,370 |
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Common stock | 1,771,437 |
| | 5,531,655 |
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Total | $ | 5,365,729 |
| | $ | 16,160,529 |
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Dividends realized on the Plan’s investments for the years ended December 31, 2014 and 2013, were $637,177 and $472,994, respectively.
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(4) | Related party transactions |
Substantially all assets of the Plan are held in trust by Delaware Charter Guarantee & Trust Company, a Delaware corporation conducting business under the trade name of Principal Trust Company, Trustee for the Plan. Administrative fees in the amounts of $39,500 and $23,000 were paid to Principal Financial Group for the years ended December 31, 2014 and 2013, respectively, by PrivateBancorp, Inc. Administrative fees in the amounts of $149,000 and $123,186 were paid to Principal Financial Group during the years ended December 31, 2014 and 2013, respectively, by the Plan via fees paid by participants. These transactions qualify as party-in-interest transactions.
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(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:
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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. |
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Level 2: | Inputs to the valuation methodology include: |
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• | Quoted prices for similar assets or liabilities in active markets; |
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• | Quoted prices for identical or similar assets or liabilities in inactive markets; |
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• | Inputs other than quoted prices that are observable for the asset or liability; |
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• | Inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
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Level 3: | Inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2014 and 2013
(5) Fair value measurements (continued)
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. The pooled-separate accounts do not have finite lives, unfunded commitments relating to these types of investments, or significant restrictions on redemptions.
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 PSAs as reflected on the following tables 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.
Large U.S. equity: This asset class is generally composed of investment options that invest in stocks, or shares of ownership in large U.S. companies.
Balanced/asset allocation: This asset class is generally composed of a combination of fixed income and equity investment options.
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2014 and 2013
(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, 2014 and 2013:
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| | | | | | | | | | | | | | | |
| Level 1 | | Level 2 | | Level 3 | | Total |
December 31, 2014 | | | | | | | |
Common stock: | | | | | | | |
Financial institution | $ | 12,472,201 |
| | $ | — |
| | $ | — |
| | $ | 12,472,201 |
|
Mutual funds: | | | | | | | |
Small/mid U.S. equity | 4,028,050 |
| | — |
| | — |
| | 4,028,050 |
|
Fixed income | 4,587,448 |
| | — |
| | — |
| | 4,587,448 |
|
Large U.S. equity | 13,959,637 |
| | — |
| | — |
| | 13,959,637 |
|
Balanced/asset allocation | 3,895,082 |
| | — |
| | — |
| | 3,895,082 |
|
Short-term fixed income | 5,624,611 |
| | — |
| | — |
| | 5,624,611 |
|
International equity | 8,672,566 |
| | — |
| | — |
| | 8,672,566 |
|
Pooled-separate accounts: | | | | | | | |
Small/mid U.S. equity | — |
| | 10,496,192 |
| | — |
| | 10,496,192 |
|
Large U.S. equity | — |
| | 7,230,165 |
| | — |
| | 7,230,165 |
|
Balanced/asset allocation | — |
| | 14,335,309 |
| | — |
| | 14,335,309 |
|
Total assets at fair value | $ | 53,239,595 |
| | $ | 32,061,666 |
| | $ | — |
| | $ | 85,301,261 |
|
|
| | | | | | | | | | | | | | | |
December 31, 2013 | | | | | | | |
Common stock: | | | | | | | |
Financial institution | $ | 11,412,231 |
| | $ | — |
| | $ | — |
| | $ | 11,412,231 |
|
Mutual funds: | | | | | | | |
Small/mid U.S. equity | 3,975,132 |
| | — |
| | — |
| | 3,975,132 |
|
Fixed income | 3,684,593 |
| | — |
| | — |
| | 3,684,593 |
|
Large U.S. equity | 12,509,251 |
| | — |
| | — |
| | 12,509,251 |
|
Balanced/asset allocation | 3,635,553 |
| | — |
| | — |
| | 3,635,553 |
|
Short-term fixed income | 5,648,673 |
| | — |
| | — |
| | 5,648,673 |
|
International equity | 8,024,262 |
| | — |
| | — |
| | 8,024,262 |
|
Pooled-separate accounts: | | | | | | |
|
|
Small/mid U.S. equity | — |
| | 8,666,873 |
| | — |
| | 8,666,873 |
|
Large U.S. equity | — |
| | 5,363,244 |
| | — |
| | 5,363,244 |
|
Balanced/asset allocation | — |
| | 12,050,693 |
| | — |
| | 12,050,693 |
|
Total assets at fair value | $ | 48,889,695 |
| | $ | 26,080,810 |
| | $ | — |
| | $ | 74,970,505 |
|
There were no Level 3 assets and no movements between level 2 and level 3 for the years ended December 31, 2014 and 2013, respectively.
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2014 and 2013
(6) Tax status
In accordance with Section 7 of the Revenue Procedure 2011-6 and Section 15 of Revenue Procedure 2005-66 with respect to individually designed plans that fall in Cycle A of the Five-Year Remedial Amendment Cycle, on December 22, 2011, PrivateBancorp, Inc. applied for determination that the Plan (conformed through the Seventh Amendment) continues to meet the applicable requirements of Sections 401(a) and 4975(e)(7) of the IRC of 1986 as amended (the “Code”) and that its corresponding trust, established under The Principal Trust Company Directed Trust Agreement, continues to be tax exempt under IRC Section 501(a).
A favorable determination letter, dated August 22, 2012, was issued on the Plan through the Seventh Amendment. The Plan has been amended since receiving the determination letter. However, the Company’s management believes that the Plan is currently designed and being operated in compliance with applicable requirements of the IRC.
Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the plan has taken an uncertain position that more-likely-than-not would not be sustained upon examination by the Internal Revenue Service. The Plan Administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2014, there are no uncertain positions taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes the Plan is no longer subject to tax examinations for years prior to 2011.
(7) Plan termination
Although they have not expressed any intent to do so, the Company and its subsidiaries have the right under the Plan to discontinue its 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 the Company contributions.
(8) Risks and uncertainties
The Plan invests in various investment securities based primarily on elections made by participants. 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.
(9) Plan amendments
The Plan was amended in December 2014 for a January 1, 2015 effective date. The amendment provides for (1) automatic enrollment in the plan at 3% for new hires absent an enrollment election by the employee; (2) automatic 1% contribution rate escalation for the automatically-enrolled participants at the start of each subsequent plan year until the contribution rate reaches 10% of Cash Compensation unless the participant makes an affirmative prospective election to have the elective deferrals made at a different rate or suspended; (3) limitation on filing actions relating to the plan and venue; (4) parameters regarding committee membership; and (5) clarification of who may take any
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2014 and 2013
(9) Plan amendments (continued)
action under the plan. The Plan amendments are known collectively as the Ninth Amendment to the Plan.
In connection with the most recent determination regarding the Plan’s tax qualification under the Internal Revenue Code, the Internal Revenue Service (IRS) requested certain Plan amendments. The amendments conform to recent changes to IRS and Department of Labor rules and/or regulations and are generally meant to: (1) clarify the definition of “compensation” under the annual contribution limits for each participant, (2) incorporate the IRS’ self-correction guidance that must be followed if the annual contribution limits are violated, and (3) add certain disclosure requirements regarding the confidentiality of information relating to holdings, purchases, and sales of PrivateBancorp, Inc. common stock and the exercise of voting rights. The Plan amendments are known collectively as the Eighth Amendment to the Plan, and were effective February 1, 2010.
This information is an integral part of the accompanying financial statements.
SUPPLEMENTARY SCHEDULE
PRIVATEBANCORP, INC. SAVINGS, RETIREMENT AND
EMPLOYEE STOCK OWNERSHIP PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4(i) -
SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2014
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 Lg Cap S&P 500 Index | | Pooled separate account | | (1) | | $ | 7,230,165 |
|
* | | Principal Mid Cap Value | | Pooled separate account | | (1) | | 2,983,932 |
|
* | | Principal Sm Cap S&P 600 Index | | Pooled separate account | | (1) | | 2,291,798 |
|
* | | Principal Mid Cap S&P 400 Index | | Pooled separate account | | (1) | | 3,786,460 |
|
* | | Principal LifeTm 2010 | | Pooled separate account | | (1) | | 755,695 |
|
* | | Principal LifeTm 2020 | | Pooled separate account | | (1) | | 4,330,288 |
|
* | | Principal LifeTm 2030 | | Pooled separate account | | (1) | | 3,610,749 |
|
* | | Principal LifeTm 2040 | | Pooled separate account | | (1) | | 3,296,679 |
|
* | | Principal LifeTm 2050 | | Pooled separate account | | (1) | | 2,013,162 |
|
* | | Principal LifeTm 2060 | | Pooled separate account | | (1) | | 35,217 |
|
* | | Principal LifeTm Str Inc | | Pooled separate account | | (1) | | 293,519 |
|
* | | Principal Real Estate Secs | | Pooled separate account | | (1) | | 1,434,002 |
|
* | | PrivateBancorp, Inc. | | Common stock | | (1) | | 12,472,201 |
|
| | American Funds American Balanced Fund R6 | | Registered investment company | | (1) | | 3,895,082 |
|
| | American Funds EuroPacific Growth Fund R6 | | Registered investment company | | (1) | | 3,693,343 |
|
| | Dodge & Cox Stock Fund | | Registered investment company | | (1) | | 7,932,296 |
|
| | Buffalo Small Cap Fund | | Registered investment company | | (1) | | 1,415,735 |
|
| | COLUMBIA Acorn Y Fund | | Registered investment company | | (1) | | 1,492,232 |
|
| | Janus International Holding, LLC | | Registered investment company | | (1) | | 1,120,083 |
|
| | Dimensional Fund DFA Int’l Small Cap Value I Fund | | Registered investment company | | (1) | | 1,930,575 |
|
| | Dimensional Fund DFA Emerging Mkts Value I Fund | | Registered investment company | | (1) | | 2,145,715 |
|
| | MainStay Lg Cap Growth I Fund | | Registered investment company | | (1) | | 6,027,341 |
|
| | Vanguard ST Bond Index Signal Fund | | Registered investment company | | (1) | | 1,853,133 |
|
| | Vanguard Devel Markets Index Admiral Fund | | Registered investment company | | (1) | | 902,933 |
|
| | Vanguard High Yield Corp. Adm. Fund | | Registered investment company | | (1) | | 489,841 |
|
| | Vanguard INT-TM BD IDX Adm. Fund | | Registered investment company | | (1) | | 24,094 |
|
| | Franklin Templeton Fund | | Registered investment company | | (1) | | 948,507 |
|
| | PIMCO Total Return Instl Fund | | Registered investment company | | (1) | | 3,125,006 |
|
| | GoldmanSachs Fin. Sq. Money Mkt Fund | | Registered investment company | | (1) | | 3,771,478 |
|
* | | Notes receivable from participants | | Participant loans - 4.25% -7.00%, with various maturities | | (1) | | 942,322 |
|
| | | | | | | | $ | 86,243,583 |
|
(1) Cost information may be omitted as the investments are participant-directed.
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, 2015
|
| | | |
| PRIVATEBANCORP, INC.
SAVINGS, RETIREMENT AND EMPLOYEE STOCK OWNERSHIP PLAN |
| | | |
| By: | PrivateBancorp, Inc. Savings, Retirement and Employee Stock Ownership Plan Committee |
| By: | /s/ William T. Norris | |
| Name: | William T. Norris | |
| Title: | Plan Committee Member | |
EXHIBIT INDEX
|
| | |
Exhibit No. | | Description |
23.1 | | Consent of Ernst & Young LLP |
23.2 | | Consent of CliftonLarsonAllen LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-166070) pertaining to the Savings, Retirement & Employee Stock Ownership Plan of PrivateBancorp, Inc. of our report dated June 25, 2015, with respect to the financial statements and schedule of the PrivateBancorp, Inc. Savings, Retirement & Employee Stock Ownership Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2014.
/s/ Ernst & Young LLP
Chicago, Illinois
June 25, 2015
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-166070 on Form S-8 of our report dated June 26, 2014, with respect to the statement of net assets available for benefits as of December 31, 2013 and the related statement of changes in net assets available for benefits for the year then ended appearing in this Annual Report on Form 11-K of PrivateBancorp, Inc. Savings, Retirement and Employee Stock Ownership Plan for the year ended December 31, 2014.
/s/ CliftonLarsonAllen LLP
Oak Brook, Illinois
June 25, 2015
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