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CIB MARINE BANCSHARES, INC. (Exact Name of Registrant As Specified in Its Charter)

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CIB MARINE BANCSHARES, INC. (Exact Name of Registrant As Specified in Its Charter) Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2006 Commission File Number: 000-24149 CIB MARINE BANCSHARES, INC. (Exact name of registrant as specified in its charter) Wisconsin 37-1203599 (State of incorporation) (I.R.S. Employer Identification No.) N27 W24025 Paul Court, Pewaukee, Wisconsin 53072 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (262) 695-6010 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $1.00 Par Value Per Share (Title of Class) Indicate by check mark if the registered is a well known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registered is not required to file reports pursuant to Section 13d or 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or other information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of the common stock held by nonaffiliates of the registrant as of June 30, 2006 cannot be determined as there is no public market for the common stock. As of September 30, 2007, there were issued and outstanding 18,346,442 shares of the registrant’s common stock. DOCUMENTS INCORPORATED BY REFERENCE The following documents are incorporated by reference in this report: None. EXPLANATORY NOTE This document is intended to speak as of December 31, 2006, except as otherwise noted. FORM 10-K TABLE OF CONTENTS Page Part I Item 1 — Business 3 Item 1A — Risk Factors 14 Item 1B — Unresolved Staff Comments 18 Item 2 — Properties 18 Item 3 — Legal Proceedings 19 Item 4 — Submission of Matters to a Vote of Security Holders 23 Part II Item 5 — Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 23 Item 6 — Selected Financial Data 24 Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations 26 Item 7A — Quantitative and Qualitative Disclosures About Market Risk 62 Item 8 — Financial Statements and Supplementary Data 66 Item 9 — Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 112 Item 9A — Controls and Procedures 112 Item 9B — Other Information 113 Part III Item 10 — Directors, Executive Officers and Corporate Governance 113 Item 11 — Executive Compensation 115 Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 122 Item 13 — Certain Relationships and Related Transactions, and Director Independence 124 Item 14 — Principal Accountant Fees and Services 124 Part IV Item 15 — Exhibits and Financial Statement Schedules 125 Signatures 127 Subsidiaries Consent of KPMG LLP Certification of Chief Executive Officer Certification of Chief Financial Officer 906 Certification of Chief Executive Officer 906 Certification of Chief Financial Officer 2 Table of Contents PART I ITEM 1. BUSINESS CIB MARINE CIB Marine Bancshares, Inc. (“CIB Marine”) is a multi-bank holding company with its principal executive offices in Pewaukee, Wisconsin, a suburb of Milwaukee. CIB Marine owned and operated three separately chartered commercial banking organizations at December 31, 2006: • Central Illinois Bank, with its main office in Champaign, Illinois; • Marine Bank, with its main office in Wauwatosa, Wisconsin, a suburb of Milwaukee (“Marine-Wisconsin”); and • Citrus Bank, N.A., with its main office in Vero Beach, Florida (“Citrus Bank”). In March 2006, CIB Marine merged Marine Bank, a federal savings bank whose main office was located in Scottsdale, Arizona (“Marine FSB”) into Marine-Wisconsin. In August 2006, CIB Marine merged CIB Bank, whose main office was located in Indianapolis, Indiana (“CIB- Indiana”) into Marine Wisconsin. CIB Marine sold CIB Bank whose main office was located in Hillside, Illinois, a suburb of Chicago (“CIB- Chicago”) to an unrelated banking organization on November 30, 2004. CIB Marine was originally incorporated in the State of Illinois in 1985 as Sidney Bancorporation, Inc., a one-bank holding company headquartered in Sidney, Illinois. The Company subsequently changed its name to Central Illinois Bancorp, Inc. On August 27, 1999, Central Illinois Bancorp reincorporated as a Wisconsin corporation and changed its name to CIB Marine Bancshares, Inc. CIB Marine offers a full array of traditional banking services through its bank subsidiaries. These services include a broad range of loan products, such as commercial loans, commercial real estate loans, commercial and residential real estate construction loans, one-to-four family residential real estate loans, consumer loans, and commercial and standby letters of credit; accepting demand, savings and time deposits; providing commercial paper and repurchase agreements; and providing other banking services. During 2003, CIB Marine shifted its strategic focus from business development and asset growth to improving the company’s credit administration function, asset quality, and liquidity and capital positions. The change in emphasis occurred in response to a significant deterioration in the credit quality of the loan portfolio and other credit related matters, including credit concentration risk and weaknesses in the credit administration process, identified by the bank and holding company regulators during their regular examinations in 2002 and 2003. These issues subsequently resulted in the issuance of various orders, agreements and memoranda with the banking regulators, CIB Marine and its bank subsidiaries. During 2004 and 2005, CIB Marine took a number of actions to improve the financial condition of the company and corrected the weaknesses which were identified in the credit administration process. During 2006, the company continued to take actions to improve its financial condition. In addition, CIB Marine allocated additional resources to business development as part of its strategic focus and sold or closed certain of its subsidiary bank branches. Additional Information See Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8-Financial Statements and Supplementary Data in Part II of this Form 10-K for more details regarding certain of the above described items. Markets Served At December 31, 2006, CIB Marine served six geographic markets or regions through its banking subsidiaries. Information on these banks as of December 31, 2006 and the markets they served is set forth in the following table: 3 Table of Contents Operated Banking Bank Geographic Market/Region (2) Since Facilities Assets Deposits (Dollars in millions) Central Illinois Bank Central Illinois 1987 12 $465.9 $375.0 Marine-Wisconsin (1) Milwaukee, Indianapolis, Phoenix and Las Vegas metropolitan areas 1997 12 $390.1 $316.3 Citrus Bank Florida’s southeastern coast 2001 6 $135.9 $103.9 (1) Marine FSB was merged into Marine-Wisconsin in March 2006 and CIB-Indiana was merged into Marine-Wisconsin in August 2006. (2) As a result of the evaluation of the effectiveness of its branch network, CIB Marine sold its Omaha facility in June 2006 and closed its Henderson, Nevada facility, which served the Las Vegas metropolitan area, in the second quarter of 2007, thereby exiting these markets. See Item 8, Note 25-Subsequent Events in Part II of this Form 10-K for additional details regarding branch sales and closures. Nonbank Subsidiaries At December 31, 2006, CIB Marine had one wholly-owned operating nonbanking subsidiary, CIB Marine Information Services, Inc. CIB Marine also had four wholly-owned nonbanking subsidiaries that had ceased operations and are in the process of winding down: Mortgage Services, Inc., CIB Marine Capital, LLC, MICR, Inc. (“MICR”) n/k/a Everett Tech, Inc., and CIB Construction, LLC (“ CIB Construction”). CIB Marine Information Services, Inc. CIB Marine Information Services, Inc. (“CIB Marine Information”), an Illinois corporation and wholly-owned subsidiary of CIB Marine, was incorporated in August 1990 as CIB Data Processing Services, Inc. In 2002, CIB Marine changed the name of the subsidiary to CIB Marine Information Services, Inc. This subsidiary was organized to provide in-house data processing services, coordinate computer equipment leases and purchases, license banking software and coordinate operation of CIB Marine software. CIB Marine Information facilitates
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