Items 1-3.
|
Financial Statements and Schedules.
|
|
|
|
As permitted in the Instructions to Form 11-K, the information called for in Items 1-3, inclusive, is submitted pursuant to Item 4.
|
|
|
Item 4.
|
ERISA Financial Statements and Schedules.
|
|
|
|
The attached audited financial statements and schedules of Capitol Bancorp Limited Retirement Plan (the "Plan"), which are hereby incorporated herein by reference, have been prepared in accordance with the financial reporting requirements of ERISA:
|
|
|
|
Report of Independent Registered Public Accounting Firm dated June 24, 2013
Statements of Net Assets Available for Benefits—December 31, 2012 and 2011
Statements of Changes in Net Assets Available for Benefits—years ended December 31, 2012 and 2011
Notes to Financial Statements
Supplemental Schedule as of the year ended December 31, 2012
|
|
All financial statements and schedules of the Plan have been incorporated herein by reference from the attached audited financial statements and schedules of the Plan. No other schedules are included here because they are either not required or not applicable.
|
|
The Consent of Independent Registered Public Accounting Firm, BDO USA, LLP, is attached to this Form 11-K as Exhibit 23.
|
Report of Independent Registered Public Accounting Firm | 3 | |
|
||
Financial Statements
|
||
|
||
Statements of Net Assets Available for Benefits
as of December 31, 2012 and 2011
|
4
|
|
|
||
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2012 and 2011
|
5
|
|
|
||
Notes to Financial Statements
|
6-16 | |
|
||
Supplemental Schedule
|
||
|
||
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
as of December 31, 2012
|
17-18
|
|
December 31,
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
Investments, at fair value
|
|
|
|
|
|
Self-directed brokerage accounts:
|
|
|
|
|
|
Corporate stocks
|
$
|
161,238
|
$
|
199,482
|
|
Mutual funds
|
|
112,036
|
|
117,167
|
|
|
|
|
|
|
|
Total self-directed brokerage accounts
|
|
273,274
|
|
316,649
|
|
|
|
|
|
|
|
Common stocks issued by Plan Sponsor and affiliates
(Notes 2 and 3)
|
|
270,663
|
|
364,256
|
|
Mutual funds
|
|
20,199,091
|
|
19,659,468
|
|
Guaranteed investment contract
|
|
4,066,308
|
|
5,088,787
|
|
|
|
|
|
|
|
Total investments, at fair value
|
|
24,809,336
|
|
25,429,160
|
|
|
|
|
|
|
|
Notes receivable from participants
|
|
360,153
|
|
546,092
|
|
|
|
|
|
|
|
Net assets reflecting investments at fair value
|
|
25,169,489
|
|
25,975,252
|
|
|
|
|
|
|
|
Adjustment from fair value to contract value for fully
benefit‑responsive investment contract (Note 6)
|
|
214,016
|
|
267,831
|
|
|
|
|
|
|
|
Net Assets Available for Benefits
|
$
|
25,383,505
|
$
|
26,243,083
|
|
Year ended December 31,
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
Investment income:
|
|
|
|
|
|
Interest income from guaranteed investment contract
|
$
|
87,260
|
$
|
128,815
|
|
Dividend income
|
|
339,875
|
|
362,277
|
|
Net depreciation in fair value of common stocks
|
|
(118,439
|
)
|
(320,605
|
)
|
Net appreciation (depreciation) of mutual funds
|
|
2,398,623
|
|
(918,148
|
)
|
|
|
|
|
|
|
Total investment income (loss)
|
|
2,707,319
|
|
(747,661
|
)
|
|
|
|
|
|
|
Employer contributions
|
|
298,367
|
|
390,534
|
|
Participant contributions
|
|
2,365,084
|
|
3,021,669
|
|
Rollovers
|
|
149,323
|
|
53,997
|
|
Interest income from notes receivable from participants
|
|
17,458
|
|
28,163
|
|
|
|
|
|
|
|
Total Additions
|
|
5,537,551
|
|
2,746,702
|
|
|
|
|
|
|
|
Deductions
|
|
|
|
|
|
Benefits paid to participants
|
|
6,257,636
|
|
11,204,251
|
|
Administrative expenses
|
|
49,294
|
|
85,901
|
|
|
|
|
|
|
|
Total Deductions
|
|
6,306,930
|
|
11,290,152
|
|
|
|
|
|
|
|
Net decrease
|
|
(769,379
|
)
|
(8,543,450
|
)
|
|
|
|
|
|
|
Transfer in of Employee Stock Ownership Plan net assets,
|
|
|
|
|
|
beginning of year (Note 1)
|
|
-
|
|
140,065
|
|
|
|
|
|
|
|
Transfers out (Note 1)
|
|
(90,199
|
)
|
-
|
|
|
|
|
|
|
|
Net Assets Available for Benefits, beginning of year
|
|
26,243,083
|
|
34,646,468
|
|
|
|
|
|
|
|
Net Assets Available for Benefits, end of year
|
$
|
25,383,505
|
$
|
26,243,083
|
|
December 31, 2012
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Self-directed brokerage accounts
|
|
|
|
|
|
|
|
|
|
Corporate stocks
|
$
|
161,238
|
$
|
-
|
$
|
-
|
$
|
161,238
|
|
Mutual funds
|
|
112,036
|
|
-
|
|
-
|
|
112,036
|
|
|
|
|
|
|
|
|
|
|
|
Total self-directed brokerage accounts
|
|
273,274
|
|
-
|
|
-
|
|
273,274
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued by Plan Sponsor and affiliates
|
|
113,356
|
|
-
|
|
157,307
|
|
270,663
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
|
|
|
|
|
|
|
|
Fixed income
|
|
2,923,166
|
|
-
|
|
-
|
|
2,923,166
|
|
Balanced/asset allocation
|
|
7,723,391
|
|
-
|
|
-
|
|
7,723,391
|
|
Large U.S. equity
|
|
4,563,294
|
|
-
|
|
-
|
|
4,563,294
|
|
Small/mid U.S. equity
|
|
2,818,406
|
|
-
|
|
-
|
|
2,818,406
|
|
International equity
|
|
1,851,599
|
|
-
|
|
-
|
|
1,851,599
|
|
Other
|
|
319,235
|
|
-
|
|
-
|
|
319,235
|
|
|
|
|
|
|
|
|
|
|
|
Total mutual funds
|
|
20,199,091
|
|
-
|
|
-
|
|
20,199,091
|
|
|
|
|
|
|
|
|
|
|
|
Guaranteed investment contract
|
|
-
|
|
-
|
|
4,066,308
|
|
4,066,308
|
|
|
|
|
|
|
|
|
|
|
|
Investments, at fair value
|
$
|
20,585,721
|
$
|
-
|
$
|
4,223,615
|
$
|
24,809,336
|
|
December 31, 2011
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Self-directed brokerage accounts
|
|
|
|
|
|
|
|
|
|
Corporate stocks
|
$
|
199,482
|
$
|
-
|
$
|
-
|
$
|
199,482
|
|
Mutual funds
|
|
117,167
|
|
-
|
|
-
|
|
117,167
|
|
|
|
|
|
|
|
|
|
|
|
Total self-directed brokerage accounts
|
|
316,649
|
|
-
|
|
-
|
|
316,649
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued by Plan Sponsor and affiliates
|
|
208,144
|
|
-
|
|
156,112
|
|
364,256
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
|
|
|
|
|
|
|
|
Fixed income
|
|
2,455,838
|
|
-
|
|
-
|
|
2,455,838
|
|
Balanced/asset allocation
|
|
7,177,449
|
|
-
|
|
-
|
|
7,177,449
|
|
Large U.S. equity
|
|
4,693,803
|
|
-
|
|
-
|
|
4,693,803
|
|
Small/mid U.S. equity
|
|
3,108,313
|
|
-
|
|
-
|
|
3,108,313
|
|
International equity
|
|
1,897,653
|
|
-
|
|
-
|
|
1,897,653
|
|
Other
|
|
326,412
|
|
-
|
|
-
|
|
326,412
|
|
|
|
|
|
|
|
|
|
|
|
Total mutual funds
|
|
19,659,468
|
|
-
|
|
-
|
|
19,659,468
|
|
|
|
|
|
|
|
|
|
|
|
Guaranteed investment contract
|
|
-
|
|
-
|
|
5,088,787
|
|
5,088,787
|
|
|
|
|
|
|
|
|
|
|
|
Investments, at fair value
|
$
|
20,184,261
|
$
|
-
|
$
|
5,244,899
|
$
|
25,429,160
|
|
Year ended December 31, 2012
|
Common Stocks
Issued by Plan
Sponsor and
Affiliates
|
Guaranteed
Investment
Contract
|
|
Total
|
|
||
|
|
|
|
|
|
|
|
Balance, beginning of year
|
$
|
156,112
|
$
|
5,088,787
|
$
|
5,244,899
|
|
Interest income
|
|
-
|
|
87,260
|
|
87,260
|
|
Unrealized gains
|
|
1,195
|
|
53,815
|
|
55,010
|
|
Purchases
|
|
-
|
|
1,165,744
|
|
1,165,744
|
|
Issuances and settlements
|
|
-
|
|
(2,329,298
|
)
|
(2,329,298
|
)
|
Transfers in and/or out of Level 3
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
$
|
157,307
|
$
|
4,066,308
|
$
|
4,223,615
|
|
Year ended December 31, 2011
|
Common Stocks
Issued by Plan
Sponsor and
Affiliates
|
Guaranteed
Investment
Contract
|
|
Total
|
|
||
|
|
|
|
|
|
|
|
Balance, beginning of year
|
$
|
134,347
|
$
|
6,992,283
|
$
|
7,126,630
|
|
Interest income
|
|
-
|
|
128,815
|
|
128,815
|
|
Realized losses
|
|
(26,710
|
)
|
-
|
|
(26,710
|
)
|
Unrealized gains
|
|
100,472
|
|
100,184
|
|
200,656
|
|
Purchases
|
|
-
|
|
1,751,820
|
|
1,751,820
|
|
Issuances and settlements
|
|
(51,997
|
)
|
(3,884,315)
|
|
(3,936,312
|
)
|
Transfers in and/or out of Level 3
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
$
|
156,112
|
$
|
5,088,787
|
$
|
5,244,899
|
|
Investment
|
|
Fair Value
|
|
Principal
Valuation
Technique
|
|
Unobservable
Inputs
|
|
Range of
Significant
Input Values
|
|
Weighted
Average
|
|
|
|
|
|
|
|
|
|
|
|
Guaranteed investment
contract
|
$
|
4,066,308
|
|
Assumed
proceeds at discontinuance
|
(1)
|
Composite
Crediting Rate
|
|
2.10% - 2.65%
|
|
2.48%
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued by Plan
Sponsor and Affiliates
|
$
|
157,307
|
|
Book value
|
|
Book value
Recent selling
price per share
|
|
$0 - $24.68
per share
$5.05 -
$12.95 per
share
|
|
$7.74 per
share
|
(1)
|
Fair Value is considered contract value less early withdrawal charge. The contract has a 5% surrender fee should the Plan discontinue the contract without proper notification as prescribed in the contract. The contract cannot be sold or pledged to third parties per benefit plan agreement. Proceeds from discontinuation cannot be higher than the fair value amount reflected here.
|
December 31,
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
Mutual funds
|
|
|
|
|
|
Principal – Prin LifeTime 2030 R5 Fund
|
$
|
3,260,537
|
$
|
3,404,466
|
|
Principal – LargeCap S&P 500 Index R5 Fund
|
|
2,965,358
|
|
2,930,646
|
|
Principal – Diversified International R5 Fund
|
|
1,312,466
|
|
1,395,451
|
|
Principal – PIMCO Total Return A Fund
|
|
1,369,408
|
|
1,474,216
|
|
Fixed Income Guaranteed Option
|
|
4,066,308
|
|
5,088,787
|
|
December 31,
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
Investment, at fair value
|
$
|
4,066,308
|
$
|
5,088,787
|
|
Adjustment from fair value to contract value for fully
benefit‑responsive investment contract
|
|
214,016
|
|
267,831
|
|
|
|
|
|
|
|
Investment, at contract value
|
$
|
4,280,324
|
$
|
5,356,618
|
|
December 31, 2012
|
||||||||
|
|
|
|
|
|
|
|
|
(a)
|
(b)
Identity of Issuer, Borrower, Lessor
or Similar Party
|
|
(c)
Description of Investment, Including
Maturity Date, Rate of Interest,
Collateral, Par or Maturity Value
|
(d)
Cost
|
|
(e)
Current
Value
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Principal Financial Group
|
|
Self-Directed Brokerage Account
|
**
|
$
|
273,274
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued by Plan Sponsor and affiliates
|
|
|
|
|
|||
*
|
Capitol Bancorp Limited
|
|
2,267,124
|
shares
|
**
|
|
113,356
|
|
*
|
Capitol Development Bancorp Limited V
|
|
430
|
shares
|
**
|
|
1,183
|
|
*
|
Capitol Development Bancorp Limited VI
|
|
10
|
shares
|
**
|
|
-
|
|
*
|
1st Commerce Bank(1)
|
|
7,600
|
shares
|
**
|
|
532
|
|
*
|
Bank of Maumee
|
|
2,500
|
shares
|
**
|
|
3,675
|
|
*
|
Bank of San Francisco
|
|
499
|
shares
|
**
|
|
6,462
|
|
*
|
Capitol National Bank
|
|
4,136
|
shares
|
**
|
|
102,076
|
|
*
|
Mountain View Bank of Commerce
|
|
1,100
|
shares
|
**
|
|
10,934
|
|
*
|
Sunrise Bank(1)
|
|
4,060
|
shares
|
**
|
|
610
|
|
*
|
Verus Bank of Commerce
|
|
6,304
|
shares
|
**
|
|
31,835
|
|
|
|
|
|
|
|
|
|
|
|
Total common stock issued by Plan Sponsor and affiliates
|
|
|
270,663
|
|
|||
|
|
|
|
|
|
|||
|
Mutual funds
|
|
|
|
|
|
|
|
|
Franklin Templeton Investments
|
|
Franklin Strat Income R Fund
|
**
|
|
773,079
|
|
|
|
PIMCO Funds
|
|
PIMCO Total Return A Fund
|
**
|
|
1,369,408
|
|
|
|
Vanguard Group
|
|
Vanguard Short-Term Fed Fund
|
**
|
|
780,679
|
|
|
|
American Funds Service Company
|
|
Am Fds Am Bal R3 Fund
|
**
|
|
398,562
|
|
|
|
American Funds Service Company
|
|
Am Fds Inv Co of Am R3 Fund
|
**
|
|
534,331
|
|
|
|
American Funds Service Company
|
|
Am Fds EuroPacific Growth R3 Fund
|
**
|
|
201,678
|
|
|
*
|
Princor Financial Services
|
|
Prin LifeTime Str Inc R5 Fund
|
**
|
|
156,943
|
|
|
*
|
Princor Financial Services
|
|
Prin LifeTime 2010 R5 Fund
|
**
|
|
305,108
|
|
|
*
|
Princor Financial Services
|
|
Prin LifeTime 2015 R5 Fund
|
**
|
|
414,122
|
|
|
*
|
Princor Financial Services
|
|
Prin LifeTime 2020 R5 Fund
|
**
|
|
713,195
|
|
|
*
|
Princor Financial Services
|
|
Prin LifeTime 2025 R5 Fund
|
**
|
|
247,488
|
|
|
*
|
Princor Financial Services
|
|
Prin LifeTime 2030 R5 Fund
|
**
|
|
3,260,537
|
|
|
*
|
Princor Financial Services
|
|
Prin LifeTime 2035 R5 Fund
|
**
|
|
191,758
|
|
|
*
|
Princor Financial Services
|
|
Prin LifeTime 2040 R5 Fund
|
**
|
|
738,936
|
|
|
*
|
Princor Financial Services
|
|
Prin LifeTime 2045 R5 Fund
|
**
|
|
104,527
|
|
|
*
|
Princor Financial Services
|
|
Prin LifeTime 2050 R5 Fund
|
**
|
|
1,158,030
|
|
|
*
|
Princor Financial Services
|
|
Prin LifeTime 2055 R5 Fund
|
**
|
|
34,185
|
|
|
*
|
Princor Financial Services
|
|
Equity Income R5 Fund
|
**
|
|
38,260
|
|
|
*
|
Princor Financial Services
|
|
Diversified International R5 Fund
|
**
|
|
1,312,466
|
|
|
*
|
Princor Financial Services
|
|
LargeCap Growth R5 Fund
|
**
|
|
1,025,345
|
|
|
*
|
Princor Financial Services
|
|
MidCap S&P 400 Index R5 Fund
|
**
|
|
19,881
|
|
|
*
|
Princor Financial Services
|
|
LargeCap S&P 500 Index R5 Fund
|
**
|
|
2,965,358
|
|
|
*
|
Princor Financial Services
|
|
SmallCap Growth I R5 Fund
|
**
|
|
480,287
|
|
|
*
|
Princor Financial Services
|
|
SmallCap S&P 600 Index R5 Fund
|
**
|
|
6,537
|
|
|
*
|
Princor Financial Services
|
|
MidCap Growth R5 Fund
|
**
|
|
1,062,747
|
|
|
*
|
Princor Financial Services
|
|
MidCap Value I R5 Fund
|
**
|
|
155,447
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
||||||||
|
|
|
|
|
|
|
|
|
(a)
|
(b)
Identity of Issuer, Borrower, Lessor
or Similar Party
|
|
(c)
Description of Investment, Including
Maturity Date, Rate of Interest,
Collateral, Par or Maturity Value
|
(d)
Cost
|
|
(e)
Current
Value
|
|
|
|
|
|
|
|
|
|||
|
First American
|
|
First Amer RealEst Secs A Fund
|
**
|
$
|
227,809
|
|
|
|
Heartland Funds
|
|
Heartland Value Plus Fund
|
**
|
|
741,050
|
|
|
|
Legg Mason
|
|
LM ClearBridge SmCp Growth Fund
|
**
|
|
124,648
|
|
|
|
Oppenheimer
|
|
Oppen Developing Mkts N Fund
|
**
|
|
337,455
|
|
|
|
Evergreen Funds
|
|
Wells Fargo Adv Prec Metals Fund
|
**
|
|
212,754
|
|
|
|
PIMCO Funds
|
|
PIMCO CommRealRtn Str A Fund
|
**
|
|
106,481
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mutual funds
|
|
|
|
|
20,199,091
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Principal Life Insurance Company
|
|
Fixed Income Guaranteed Option
|
**
|
|
4,280,324
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Notes receivable from participants
|
|
(4.25% to 8.25%)
|
-
|
|
360,153
|
|
|
|
|
|
|
|
|
|
||
|
Total
|
|
$
|
25,383,505
|
|
(1)
|
1st Commerce Bank was closed by the FDIC on June 6, 2013 and Sunrise Bank was closed by its state regulator on May 10, 2013.
|
|
CAPITOL BANCORP LIMITED
|
|
RETIREMENT PLAN
|
|
|
|
CAPITOL BANCORP LTD.
|
|
Plan Sponsor
|
|
|
Date: June 24, 2013
|
By: /s/ Cristin K. Reid
|
|
Cristin K. Reid, Corporate President, as Trustee
|