Edgar Filing: WINTRUST FINANCIAL CORP

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 10-Q

_________________________________________



þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-35077

_____________________________________

WINTRUST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)



Illinois	36-3873352
(State of incorporation or organization)	(I.R.S. Employer Identification No.)

9700 W. Higgins Road, Suite 800

Rosemont, Illinois 60018

(Address of principal executive offices)

(847) 939-9000

(Registrant’s telephone number, including area code)

______________________________________

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 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 þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	þ		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock — no par value, 48,367,147 shares, as of October 31, 2015

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TABLE OF CONTENTS



		Page
	PART I. — FINANCIAL INFORMATION
ITEM 1.	Financial Statements	1
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	56
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	107
ITEM 4.	Controls and Procedures	108
	PART II. — OTHER INFORMATION
ITEM 1.	Legal Proceedings	109
ITEM 1A.	Risk Factors	109
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	109
ITEM 3.	Defaults Upon Senior Securities	NA
ITEM 4.	Mine Safety Disclosures	NA
ITEM 5.	Other Information	NA
ITEM 6.	Exhibits	110
	Signatures	111

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PART I

ITEM 1. FINANCIAL STATEMENTS

WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CONDITION

	(Unaudited)						(Unaudited)
(In thousands, except share data)	September 30, 2015			December 31, 2014			September 30, 2014
Assets
Cash and due from banks	$	247,341		$	225,136		$	260,694
Federal funds sold and securities purchased under resale agreements	3,314			5,571			26,722
Interest bearing deposits with banks	701,106			998,437			620,370
Available-for-sale securities, at fair value	2,214,281			1,792,078			1,782,648
Trading account securities	3,312			1,206			6,015
Federal Home Loan Bank and Federal Reserve Bank stock	90,308			91,582			80,951
Brokerage customer receivables	28,293			24,221			26,624
Mortgage loans held-for-sale, at fair value	347,005			351,290			363,303
Loans, net of unearned income, excluding covered loans	16,316,211			14,409,398			14,052,059
Covered loans	168,609			226,709			254,605
Total loans	16,484,820			14,636,107			14,306,664
Less: Allowance for loan losses	102,996			91,705			91,019
Less: Allowance for covered loan losses	2,918			2,131			2,655
Net loans	16,378,906			14,542,271			14,212,990
Premises and equipment, net	587,348			555,228			555,241
FDIC indemnification asset	—			11,846			27,359
Accrued interest receivable and other assets	667,036			501,882			494,213
Trade date securities receivable	277,981			485,534			285,627
Goodwill	472,166			405,634			406,604
Other intangible assets	25,533			18,811			19,984
Total assets	$	22,043,930		$	20,010,727		$	19,169,345
Liabilities and Shareholders’ Equity
Deposits:
Non-interest bearing	$	4,705,994		$	3,518,685		$	3,253,477
Interest bearing	13,522,475			12,763,159			12,811,769
Total deposits	18,228,469			16,281,844			16,065,246
Federal Home Loan Bank advances	451,330			733,050			347,500
Other borrowings	259,978			196,465			51,483
Subordinated notes	140,000			140,000			140,000
Junior subordinated debentures	268,566			249,493			249,493
Trade date securities payable	617			3,828			—
Accrued interest payable and other liabilities	359,234			336,225			287,115
Total liabilities	19,708,194			17,940,905			17,140,837
Shareholders’ Equity:
Preferred stock, no par value; 20,000,000 shares authorized:
Series C - $1,000 liquidation value; 126,312 shares issued and outstanding at September 30, 2015 and 126,467 shares issued and outstanding at December 31, 2014, and September 30, 2014	126,312			126,467			126,467
Series D - $25 liquidation value; 5,000,000 shares issued and outstanding at September 30, 2015 and no shares issued and outstanding at December 31, 2014 and September 30, 2014	125,000			—			—
Common stock, no par value; $1.00 stated value; 100,000,000 shares authorized at September 30, 2015, December 31, 2014, and September 30, 2014; 48,422,294 shares issued at September 30, 2015, 46,881,108 shares issued at December 31, 2014, and 46,766,420 shares issued at September 30, 2014	48,422			46,881			46,766
Surplus	1,187,407			1,133,955			1,129,975
Treasury stock, at cost, 85,424 shares at September 30, 2015, 76,053 shares at December 31, 2014, and 75,373 shares at September 30, 2014	(3,964		)	(3,549		)	(3,519		)
Retained earnings	901,652			803,400			771,519
Accumulated other comprehensive loss	(49,093		)	(37,332		)	(42,700		)
Total shareholders’ equity	2,335,736			2,069,822			2,028,508
Total liabilities and shareholders’ equity	$	22,043,930		$	20,010,727		$	19,169,345

See accompanying notes to unaudited consolidated financial statements.

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WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	Three Months Ended						Nine Months Ended
(In thousands, except per share data)	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
Interest income
Interest and fees on loans	$	167,831		$	156,534		$	482,330		$	455,548
Interest bearing deposits with banks	372			409			993			977
Federal funds sold and securities purchased under resale agreements	1			12			4			22
Available-for-sale securities	16,130			12,767			44,601			39,190
Trading account securities	19			20			83			34
Federal Home Loan Bank and Federal Reserve Bank stock	821			733			2,375			2,171
Brokerage customer receivables	205			201			591			610
Total interest income	185,379			170,676			530,977			498,552
Interest expense
Interest on deposits	12,436			12,298			36,246			35,980
Interest on Federal Home Loan Bank advances	2,458			2,641			6,426			7,989
Interest on other borrowings	1,045			200			2,620			1,460
Interest on subordinated notes	1,776			1,776			5,328			2,130
Interest on junior subordinated debentures	2,124			2,091			6,034			6,137
Total interest expense	19,839			19,006			56,654			53,696
Net interest income	165,540			151,670			474,323			444,856
Provision for credit losses	8,322			5,864			23,883			14,404
Net interest income after provision for credit losses	157,218			145,806			450,440			430,452
Non-interest income
Wealth management	18,243			17,659			54,819			52,694
Mortgage banking	27,887			26,691			91,694			66,923
Service charges on deposit accounts	7,403			6,084			20,174			17,118
(Losses) gains on available-for-sale securities, net	(98		)	(153		)	402			(522		)
Fees from covered call options	2,810			2,107			11,735			4,893
Trading (losses) gains, net	(135		)	293			(452		)	(1,102		)
Other	8,843			5,271			28,135			17,579
Total non-interest income	64,953			57,952			206,507			157,583
Non-interest expense
Salaries and employee benefits	97,749			85,976			282,300			247,873
Equipment	8,887			7,570			24,637			22,196
Occupancy, net	12,066			10,446			35,818			31,289
Data processing	8,127			4,765			19,656			14,023
Advertising and marketing	6,237			3,528			16,550			9,902
Professional fees	4,100			4,035			13,838			11,535
Amortization of other intangible assets	1,350			1,202			3,297			3,521
FDIC insurance	3,035			3,211			9,069			9,358
OREO expense, net	(367		)	581			1,885			7,047
Other	18,790			17,186			54,539			46,662
Total non-interest expense	159,974			138,500			461,589			403,406
Income before taxes	62,197			65,258			195,358			184,629
Income tax expense	23,842			25,034			74,120			71,364
Net income	$	38,355		$	40,224		$	121,238		$	113,265
Preferred stock dividends and discount accretion	4,079			1,581			7,240			4,743
Net income applicable to common shares	$	34,276		$	38,643		$	113,998		$	108,522
Net income per common share—Basic	$	0.71		$	0.83		$	2.39		$	2.34
Net income per common share—Diluted	$	0.69		$	0.79		$	2.29		$	2.23
Cash dividends declared per common share	$	0.11		$	0.10		$	0.33		$	0.30
Weighted average common shares outstanding	48,158			46,639			47,658			46,453
Dilutive potential common shares	4,049			4,241			4,141			4,349
Average common shares and dilutive common shares	52,207			50,880			51,799			50,802

See accompanying notes to unaudited consolidated financial statements.

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WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)



	Three Months Ended						Nine Months Ended
(In thousands)	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
Net income	$	38,355		$	40,224		$	121,238		$	113,265
Unrealized gains on securities
Before tax	31,268			1,345			4,144			49,920
Tax effect	(12,273		)	(533		)	(1,645		)	(19,669		)
Net of tax	18,995			812			2,499			30,251
Less: Reclassification of net (losses) gains included in net income
Before tax	(98		)	(153		)	402			(522		)
Tax effect	38			62			(158		)	208
Net of tax	(60		)	(91		)	244			(314		)
Net unrealized gains on securities	19,055			903			2,255			30,565
Unrealized gains (losses) on derivative instruments
Before tax	99			971			(247		)	247
Tax effect	(39		)	(386		)	97			(98		)
Net unrealized gains (losses) on derivative instruments	60			585			(150		)	149
Foreign currency translation adjustment
Before tax	(8,682		)	(13,062		)	(18,900		)	(13,976		)
Tax effect	2,345			3,377			5,034			3,598
Net foreign currency translation adjustment	(6,337		)	(9,685		)	(13,866		)	(10,378		)
Total other comprehensive income (loss)	12,778			(8,197		)	(11,761		)	20,336
Comprehensive income	$	51,133		$	32,027		$	109,477		$	133,601

See accompanying notes to unaudited consolidated financial statements.

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WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

(In thousands)	Preferred stock			Common stock		Surplus			Treasury stock			Retained earnings			Accumulated other comprehensive loss			Total shareholders’ equity
Balance at January 1, 2014	$	126,477		$	46,181	$	1,117,032		$	(3,000	)	$	676,935		$	(63,036	)	$	1,900,589
Net income	—			—		—			—			113,265			—			113,265
Other comprehensive income, net of tax	—			—		—			—			—			20,336			20,336
Cash dividends declared on common stock	—			—		—			—			(13,938		)	—			(13,938		)
Dividends on preferred stock	—			—		—			—			(4,743		)	—			(4,743		)
Stock-based compensation	—			—		5,754			—			—			—			5,754
Conversion of Series C preferred stock to common stock	(10		)	1		9			—			—			—			—
Common stock issued for:
Exercise of stock options and warrants	—			450		3,797			(313		)	—			—			3,934
Restricted stock awards	—			67		151			(206		)	—			—			12
Employee stock purchase plan	—			47		2,086			—			—			—			2,133
Director compensation plan	—			20		1,146			—			—			—			1,166
Balance at September 30, 2014	$	126,467		$	46,766	$	1,129,975		$	(3,519	)	$	771,519		$	(42,700	)	$	2,028,508
Balance at January 1, 2015	$	126,467		$	46,881	$	1,133,955		$	(3,549	)	$	803,400		$	(37,332	)	$	2,069,822
Net income	—			—		—			—			121,238			—			121,238
Other comprehensive loss, net of tax	—			—		—			—			—			(11,761		)	(11,761		)
Cash dividends declared on common stock	—			—		—			—			(15,746		)	—			(15,746		)
Dividends on preferred stock	—			—		—			—			(7,240		)	—			(7,240		)
Stock-based compensation	—			—		7,817			—			—			—			7,817
Issuance of Series D preferred stock	125,000			—		(4,158		)	—			—			—			120,842
Conversion of Series C preferred stock to common stock	(155		)	4		151			—			—			—			—
Common stock issued for:
Acquisitions	—			811		37,912			—			—			—			38,723
Exercise of stock options and warrants	—			564		8,141			(130		)	—			—			8,575
Restricted stock awards	—			99		382			(285		)	—			—			196
Employee stock purchase plan	—			43		1,997			—			—			—			2,040
Director compensation plan	—			20		1,210			—			—			—			1,230
Balance at September 30, 2015	$	251,312		$	48,422	$	1,187,407		$	(3,964	)	$	901,652		$	(49,093	)	$	2,335,736

See accompanying notes to unaudited consolidated financial statements.

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WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



	Nine Months Ended
(In thousands)	September 30, 2015			September 30, 2014
Operating Activities:
Net income	$	121,238		$	113,265
Adjustments to reconcile net income to net cash provided by operating activities
Provision for credit losses	23,883			14,404
Depreciation and amortization	24,975			23,952
Stock-based compensation expense	7,817			5,754
Excess tax benefits from stock-based compensation arrangements	(660		)	(339		)
Net amortization of premium on securities	2,576			4,733
Mortgage servicing rights fair value change, net	641			706
Originations and purchases of mortgage loans held-for-sale	(3,094,901		)	(2,272,919		)
Proceeds from sales of mortgage loans held-for-sale	3,182,623			2,299,103
Bank owned life insurance, net of claims	(1,683		)	(2,039		)
Increase in trading securities, net	(2,106		)	(5,518		)
Net (increase) decrease in brokerage customer receivables	(4,072		)	4,329
Gains on mortgage loans sold	(83,437		)	(55,160		)
(Gains) losses on available-for-sale securities, net	(402		)	522
Losses on sales of premises and equipment, net	512			664
Net (gains) losses on sales and fair value adjustments of other real estate owned	(585		)	2,628
(Increase) decrease in accrued interest receivable and other assets, net	(110,632		)	82,159
Decrease in accrued interest payable and other liabilities, net	(28,717		)	(55,874		)
Net Cash Provided by Operating Activities	37,070			160,370
Investing Activities:
Proceeds from maturities of available-for-sale securities	397,832			222,434
Proceeds from sales of available-for-sale securities	1,216,860			578,594
Purchases of available-for-sale securities	(1,584,282		)	(944,281		)
Redemption (purchase) of Federal Home Loan Bank and Federal Reserve Bank stock, net	1,274			(1,690		)
Net cash (paid) received for acquisitions	(15,428		)	228,946
Proceeds from sales of other real estate owned	34,936			73,940
Proceeds received from the FDIC related to reimbursements on covered assets	1,697			17,652
Net decrease (increase) in interest bearing deposits with banks	438,072			(124,796		)
Net increase in loans	(1,311,797		)	(1,011,889		)
Redemption of bank owned life insurance	2,701			—
Purchases of premises and equipment, net	(29,375		)	(30,982		)
Net Cash Used for Investing Activities	(847,510		)	(992,072		)
Financing Activities:
Increase in deposit accounts	970,090			1,000,603
Increase (decrease) in other borrowings, net	38,644			(203,621		)
Decrease in Federal Home Loan Bank advances, net	(293,360		)	(70,000		)
Proceeds from the issuance of preferred stock, net	120,842			—
Proceeds from the issuance of subordinated notes, net	—			139,090
Excess tax benefits from stock-based compensation arrangements	660			339
Issuance of common shares resulting from the exercise of stock options and the employee stock purchase plan	14,413			8,043
Common stock repurchases	(415		)	(519		)
Dividends paid	(20,486		)	(18,681		)
Net Cash Provided by Financing Activities	830,388			855,254
Net Increase in Cash and Cash Equivalents	19,948			23,552
Cash and Cash Equivalents at Beginning of Period	230,707			263,864
Cash and Cash Equivalents at End of Period	$	250,655		$	287,416

See accompanying notes to unaudited consolidated financial statements.

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WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

The consolidated financial statements of Wintrust Financial Corporation and Subsidiaries (“Wintrust” or “the Company”) presented herein are unaudited, but in the opinion of management reflect all necessary adjustments of a normal or recurring nature for a fair presentation of results as of the dates and for the periods covered by the consolidated financial statements.

The accompanying consolidated financial statements are unaudited and do not include information or footnotes necessary for a complete presentation of financial condition, results of operations or cash flows in accordance with U.S. generally accepted accounting principles ("GAAP"). The consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (“2014 Form 10-K”). Operating results reported for the three-month and nine-month periods are not necessarily indicative of the results which may be expected for the entire year. Reclassifications of certain prior period amounts have been made to conform to the current period presentation.

The preparation of the financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities. Management believes that the estimates made are reasonable, however, changes in estimates may be required if economic or other conditions develop differently from management’s expectations. Certain policies and accounting principles inherently have a greater reliance on the use of estimates, assumptions and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Management views critical accounting policies to be those which are highly dependent on subjective or complex judgments, estimates and assumptions, and where changes in those estimates and assumptions could have a significant impact on the financial statements. Management currently views the determination of the allowance for loan losses, allowance for covered loan losses and the allowance for losses on lending-related commitments, loans acquired with evidence of credit quality deterioration since origination, estimations of fair value, the valuations required for impairment testing of goodwill, the valuation and accounting for derivative instruments and income taxes as the accounting areas that require the most subjective and complex judgments, and as such could be the most subject to revision as new information becomes available. Descriptions of our significant accounting policies are included in Note 1 - “Summary of Significant Accounting Policies” of the Company’s 2014 Form 10-K.

(2) Recent Accounting Developments

Accounting for Investments in Qualified Affordable Housing Projects

In January 2014, the FASB issued ASU No. 2014-01, “Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects,” to provide guidance on accounting for investments by a reporting entity in flow-through limited liability entities that invest in affordable housing projects that qualify for the low-income housing tax credit. This ASU permits a new accounting treatment, if certain conditions are met, which allows the Company to amortize the initial cost of an investment in proportion to the amount of tax credits and other tax benefits received with recognition of the investment performance in income tax expense. The Company adopted this new guidance beginning January 1, 2015. The guidance did not have a material impact on the Company's consolidated financial statements.

Repossession of Residential Real Estate Collateral

In January 2014, the FASB issued ASU No. 2014-04, “Receivables - Troubled Debt Restructurings by Creditors (Topic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure,” to address diversity in practice and clarify guidance regarding the accounting for an in-substance repossession or foreclosure of residential real estate collateral. This ASU clarifies that an in-substance repossession or foreclosure occurs upon either the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or the borrower conveying all interest in the residential real estate property to the creditor. Additionally, this ASU requires disclosure of both the amount of foreclosed residential real estate property held by the Company and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure. The Company adopted this new guidance beginning January 1, 2015. The guidance did not have a material impact on the Company's consolidated financial statements.

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, which created "Revenue from Contracts with Customers (Topic 606), to clarify the principles for recognizing revenue and develop a common revenue standard for customer contracts. This ASU provides guidance regarding how an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount

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that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also added a new subtopic to the codification, ASC 340-40, "Other Assets and Deferred Costs: Contracts with Customers" to provide guidance on costs related to obtaining and fulfilling a customer contract. Furthermore, the new standard requires disclosure of sufficient information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. At the time ASU No. 2014-09 was issued, the guidance was effective for fiscal years beginning after December 15, 2016. In July 2015, the FASB approved a deferral of the effective date by one year, which would result in the guidance becoming effective for fiscal years beginning after December 15, 2017. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.

Extraordinary and Unusual Items

In January 2015, the FASB issued ASU No. 2015-01, “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items,” to eliminate the concept of extraordinary items related to separately classifying, presenting and disclosing certain events and transactions that meet the criteria for that concept. This guidance is effective for fiscal years beginning after December 15, 2015 and is to be applied either prospectively or retrospectively. The Company does not expect this guidance to have a material impact on the Company’s consolidated financial statements.

Consolidation

In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis,” which changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. This guidance is effective for fiscal years beginning after December 15, 2015 and is to be applied retrospectively. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.

Debt Issuance Costs

In April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs," to clarify the presentation of debt issuance costs within the balance sheet. This ASU requires that an entity present debt issuance costs related to a recognized debt liability on the balance sheet as a direct deduction from the carrying amount of that debt liability, not as a separate asset. The ASU does not affect the current guidance for the recognition and measurement for these debt issuance costs. Additionally, in August 2015, the FASB issued ASU No. 2015-15, "Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting," to further clarify the the presentation of debt issuance costs related to line-of-credit agreements. This ASU states the SEC would not object to an entity deferring and presenting debt issuance costs related to line-of-credit agreements as an asset on the balance sheet and subsequently amortizing these costs ratably over the term of the agreement, regardless of any outstanding borrowing under the line-of-credit agreement. This guidance is effective for fiscal years beginning after December 15, 2015 and is to be applied retrospectively. The Company does not expect this guidance to have a material impact on the Company’s consolidated financial statements.

Business Combinations

In September 2015, the FASB issued ASU No. 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments," to simplify the accounting for subsequent adjustments made to provisional amounts recognized at the acquisition date of a business combination. This ASU eliminates the requirement to retrospectively account for these adjustment for all prior periods impacted. The acquirer is required to recognize these adjustments identified during the measurement period in the reporting period in which the adjustment amount is determined. Additionally, the ASU requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings that would have been recorded in previous reporting periods if the adjustment had been recognized at the acquisition date. This guidance is effective for fiscal years beginning after December 15, 2015 and is to be applied prospectively. The Company does not expect this guidance to have a material impact on the Company’s consolidated financial statements.

(3) Business Combinations

Non-FDIC Assisted Bank Acquisitions

On July 24, 2015, the Company acquired Community Financial Shares, Inc ("CFIS"). CFIS was the parent company of Community Bank - Wheaton/Glen Ellyn ("CBWGE"), which had four banking locations. CBWGE was merged into the Company's wholly-

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owned subsidiary Wheaton Bank & Trust Company ("Wheaton Bank"). The Company acquired assets with a fair value of approximately $350.5 million, including approximately $159.5 million of loans, and assumed deposits with a fair value of approximately $290.0 million. Additionally, the Company recorded goodwill of $27.5 million on the acquisition.

On July 17, 2015, the Company acquired Suburban Illinois Bancorp, Inc. ("Suburban"). Suburban was the parent company of Suburban Bank & Trust Company ("SBT"), which operated ten banking locations. SBT was merged into the Company's wholly-owned subsidiary Hinsdale Bank & Trust Company ("Hinsdale Bank"). The Company acquired assets with a fair value of approximately $494.7 million, including approximately $257.8 million of loans, and assumed deposits with a fair value of approximately $416.7 million. Additionally, the Company recorded goodwill of $18.8 million on the acquisition.

On July 1, 2015, the Company, through its wholly-owned subsidiary Wintrust Bank, acquired North Bank, which had two banking locations. The Company acquired assets with a fair value of $101.0 million, including approximately $51.6 million of loans, and assumed deposits with a fair value of approximately $100.3 million. Additionally, the Company recorded goodwill of $6.7 million on the acquisition.

On January 16, 2015, the Company acquired Delavan Bancshares, Inc. ("Delavan"). Delavan was the parent company of Community Bank CBD, which had four banking locations. Community Bank CBD was merged into the Company's wholly-owned subsidiary Town Bank. The Company acquired assets with a fair value of approximately $224.1 million, including approximately $128.0 million of loans, and assumed liabilities with a fair value of approximately $186.4 million, including approximately $170.2 million of deposits. Additionally the Company recorded goodwill of $16.3 million on the acquisition.

On August 8, 2014, the Company, through its wholly-owned subsidiary Town Bank, acquired eleven branch offices and deposits of Talmer Bank & Trust. Subsequent to this date, the Company acquired loans from these branches as well. In total, the Company acquired assets with a fair value of approximately $361.3 million, including approximately $41.5 million of loans, and assumed liabilities with a fair value of approximately $361.3 million, including approximately $354.9 million of deposits. Additionally, the Company recorded goodwill of $9.7 million on the acquisition.

On July 11, 2014 the Company, through its wholly-owned subsidiary Town Bank, acquired the Pewaukee, Wisconsin branch of THE National Bank. The Company acquired assets with a fair value of approximately $94.1 million, including approximately $75.0 million of loans, and assumed deposits with a fair value of approximately $36.2 million. Additionally, the Company recorded goodwill of $16.3 million on the acquisition.

On May 16, 2014, the Company, through its wholly-owned subsidiary Hinsdale Bank acquired the Stone Park branch office and certain related deposits of Urban Partnership Bank ("UPB"). The Company assumed liabilities with a fair value of approximately $5.5 million, including approximately $5.4 million of deposits. Additionally, the Company recorded goodwill of $678,000 on the acquisition.

FDIC-Assisted Transactions

Since 2010, the Company acquired the banking operations, including the acquisition of certain assets and the assumption of liabilities, of nine financial institutions in FDIC-assisted transactions. Loans comprise the majority of the assets acquired in nearly all of these FDIC-assisted transactions, most of which are subject to loss sharing agreements with the FDIC whereby the FDIC has agreed to reimburse the Company for 80% of losses incurred on the purchased loans, other real estate owned (“OREO”), and certain other assets. Additionally, clawback provisions within these loss share agreements with the FDIC require the Company to reimburse the FDIC in the event that actual losses on covered assets are lower than the original loss estimates agreed upon with the FDIC with respect of such assets in the loss share agreements. The Company refers to the loans subject to these loss sharing agreements as “covered loans” and uses the term “covered assets” to refer to covered loans, covered OREO and certain other covered assets. The agreements with the FDIC require that the Company follow certain servicing procedures or risk losing the FDIC reimbursement of covered asset losses.

The loans covered by the loss sharing agreements are classified and presented as covered loans and the estimated reimbursable losses are recorded as an FDIC indemnification asset in the Consolidated Statements of Condition. The Company recorded the acquired assets and liabilities at their estimated fair values at the acquisition date. The fair value for loans reflected expected credit losses at the acquisition date. Therefore, the Company will only recognize a provision for credit losses and charge-offs on the acquired loans for any further credit deterioration subsequent to the acquisition date. See Note 7 — Allowance for Loan Losses, Allowance for Losses on Lending-Related Commitments and Impaired Loans for further discussion of the allowance on covered loans.

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The loss share agreements with the FDIC cover realized losses on loans, foreclosed real estate and certain other assets and require the Company to record loss share assets and liabilities that are measured separately from the loan portfolios because they are not contractually embedded in the loans and are not transferable with the loans should the Company choose to dispose of them. Fair values at the acquisition dates were estimated based on projected cash flows available for loss share based on the credit adjustments estimated for each loan pool and the loss share percentages. The loss share assets and liabilities are recorded as FDIC indemnification assets and other liabilities, respectively, on the Consolidated Statements of Condition. Subsequent to the acquisition date, reimbursements received from the FDIC for actual incurred losses will reduce the FDIC indemnification assets. Reductions to expected losses, to the extent such reductions to expected losses are the result of an improvement to the actual or expected cash flows from the covered assets, will also reduce the FDIC indemnification assets and, if necessary, increase any loss share liability when necessary reductions exceed the current value of the FDIC indemnification assets. In accordance with the clawback provision noted above, the Company may be required to reimburse the FDIC when actual losses are less than certain thresholds established for each lose share agreement. The balance of these estimated reimbursements in accordance with clawback provisions and any related amortization are adjusted periodically for changes in the expected losses on covered assets. On the Consolidated Statements of Condition, estimated reimbursements from clawback provisions are recorded as a reduction to the FDIC indemnification asset or, if necessary, an increase to the loss share liability, which is included within accrued interest payable and other liabilities. Although these assets are contractual receivables from the FDIC, there are no contractual interest rates. Additional expected losses, to the extent such expected losses result in recognition of an allowance for covered loan losses, will increase the FDIC indemnification asset. The corresponding amortization is recorded as a component of non-interest income on the Consolidated Statements of Income.

The following table summarizes the activity in the Company’s FDIC indemnification (liability) asset during the periods indicated:



	Three Months Ended						Nine Months Ended
(Dollars in thousands)	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
Balance at beginning of period	$	3,429		$	46,115		$	11,846		$	85,672
Additions from acquisitions	—			—			—			—
Additions from reimbursable expenses	1,039			1,584			3,548			4,933
Amortization	(718		)	(1,382		)	(3,184		)	(4,441		)
Changes in expected reimbursements from the FDIC for changes in expected credit losses	(5,236		)	(12,124		)	(13,546		)	(41,153		)
Payments received from the FDIC	(1,547		)	(6,834		)	(1,697		)	(17,652		)
Balance at end of period	$	(3,033	)	$	27,359		$	(3,033	)	$	27,359

Specialty Finance Acquisition

On April 28, 2014, the Company, through its wholly-owned subsidiary, First Insurance Funding of Canada, Inc., acquired Policy Billing Services Inc. and Equity Premium Finance Inc., two affiliated Canadian insurance premium funding and payment services companies. Through this transaction, the Company acquired approximately $7.4 million of premium finance receivables. The Company recorded goodwill of approximately $6.5 million on the acquisition.

Purchased Credit Impaired ("PCI") Loans

Purchased loans acquired in a business combination are recorded at estimated fair value on their purchase date. Expected future cash flows at the purchase date in excess of the fair value of loans are recorded as interest income over the life of the loans if the timing and amount of the future cash flows is reasonably estimable (“accretable yield”). The difference between contractually required payments and the cash flows expected to be collected at acquisition is referred to as the non-accretable difference and represents probable losses in the portfolio.

In determining the acquisition date fair value of PCI loans, and in subsequent accounting, the Company aggregates these purchased loans into pools of loans by common risk characteristics, such as credit risk rating and loan type. Subsequent to the purchase date, increases in cash flows over those expected at the purchase date are recognized as interest income prospectively. Subsequent decreases to the expected cash flows will generally result in a provision for loan losses.

The Company purchased a portfolio of life insurance premium finance receivables in 2009. These purchased life insurance premium finance receivables are valued on an individual basis with the accretable component being recognized into interest income using the effective yield method over the estimated remaining life of the loans. The non-accretable portion is evaluated each quarter and if the loans’ credit related conditions improve, a portion is transferred to the accretable component and accreted over future periods. In the event a specific loan prepays in whole, any remaining accretable and non-accretable discount is recognized in income

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immediately. If credit related conditions deteriorate, an allowance related to these loans will be established as part of the provision for credit losses.

See Note 6—Loans, for more information on PCI loans.

(4) Cash and Cash Equivalents

For purposes of the Consolidated Statements of Cash Flows, the Company considers cash and cash equivalents to include cash on hand, cash items in the process of collection, non-interest bearing amounts due from correspondent banks, federal funds sold and securities purchased under resale agreements with original maturities of three months or less.

(5) Available-For-Sale Securities

The following tables are a summary of the available-for-sale securities portfolio as of the dates shown:



	September 30, 2015
(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury	$	288,185	$	101	$	(2,364	)	$	285,922
U.S. Government agencies	657,297		2,726		(15,000		)	645,023
Municipal	294,073		5,354		(2,085		)	297,342
Corporate notes:
Financial issuers	114,976		1,656		(1,216		)	115,416
Other	1,525		6		(2		)	1,529
Mortgage-backed: ⁽¹⁾
Mortgage-backed securities	778,240		4,974		(10,913		)	772,301
Collateralized mortgage obligations	42,724		343		(323		)	42,744
Equity securities	49,356		4,993		(345		)	54,004
Total available-for-sale securities	$	2,226,376	$	20,153	$	(32,248	)	$	2,214,281



	December 31, 2014
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury	$	388,713	$	84	$	(6,992	)	$	381,805
U.S. Government agencies	686,106		4,113		(21,903		)	668,316
Municipal	234,951		5,318		(1,740		)	238,529
Corporate notes:
Financial issuers	129,309		2,006		(1,557		)	129,758
Other	3,766		55		—			3,821
Mortgage-backed: ⁽¹⁾
Mortgage-backed securities	271,129		5,448		(4,928		)	271,649
Collateralized mortgage obligations	47,347		249		(535		)	47,061
Equity securities	46,592		4,872		(325		)	51,139
Total available-for-sale securities	$	1,807,913	$	22,145	$	(37,980	)	$	1,792,078

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	September 30, 2014
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury	$	388,873	$	372	$	(10,984	)	$	378,261
U.S. Government agencies	771,255		3,866		(35,369		)	739,752
Municipal	184,015		4,969		(1,881		)	187,103
Corporate notes:
Financial issuers	129,259		2,252		(1,208		)	130,303
Other	3,773		79		—			3,852
Mortgage-backed: ⁽¹⁾
Mortgage-backed securities	246,354		4,303		(8,938		)	241,719
Collateralized mortgage obligations	49,909		357		(763		)	49,503
Equity securities	47,595		4,958		(398		)	52,155
Total available-for-sale securities	$	1,821,033	$	21,156	$	(59,541	)	$	1,782,648


(1)	Consisting entirely of residential mortgage-backed securities, none of which are subprime.

The following table presents the portion of the Company’s available-for-sale securities portfolio which has gross unrealized losses, reflecting the length of time that individual securities have been in a continuous unrealized loss position at September 30, 2015:



	Continuous unrealized losses existing for less than 12 months					Continuous unrealized losses existing for greater than 12 months					Total
(Dollars in thousands)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
U.S. Treasury	$	202,795	$	(2,364	)	$	—	$	—		$	202,795	$	(2,364	)
U.S. Government agencies	218,297		(4,932		)	251,654		(10,068		)	469,951		(15,000		)
Municipal	68,140		(964		)	37,002		(1,121		)	105,142		(2,085		)
Corporate notes:
Financial issuers	23,052		(152		)	44,894		(1,064		)	67,946		(1,216		)
Other	999		(2		)	—		—			999		(2		)
Mortgage-backed:
Mortgage-backed securities	519,631		(7,011		)	120,261		(3,902		)	639,892		(10,913		)
Collateralized mortgage obligations	7,167		(63		)	9,620		(260		)	16,787		(323		)
Equity securities	2,957		(12		)	8,557		(333		)	11,514		(345		)
Total	$	1,043,038	$	(15,500	)	$	471,988	$	(16,748	)	$	1,515,026	$	(32,248	)

The Company conducts a regular assessment of its investment securities to determine whether securities are other-than-temporarily impaired considering, among other factors, the nature of the securities, credit ratings or financial condition of the issuer, the extent and duration of the unrealized loss, expected cash flows, market conditions and the Company’s ability to hold the securities through the anticipated recovery period.

The Company does not consider securities with unrealized losses at September 30, 2015 to be other-than-temporarily impaired. The Company does not intend to sell these investments and it is more likely than not that the Company will not be required to sell these investments before recovery of the amortized cost bases, which may be the maturity dates of the securities. The unrealized losses within each category have occurred as a result of changes in interest rates, market spreads and market conditions subsequent to purchase. Securities with continuous unrealized losses existing for more than twelve months were primarily agency bonds and mortgage-backed securities. Unrealized losses recognized on agency bonds and mortgage-backed securities are the result of increases in yields for similar types of securities which also have a longer duration and maturity.

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The following table provides information as to the amount of gross gains and gross losses realized and proceeds received through the sales of available-for-sale investment securities:



	Three months ended September 30,						Nine months ended September 30,
(Dollars in thousands)	2015			2014			2015			2014
Realized gains	$	87		$	179		$	654		$	333
Realized losses	(185		)	(332		)	(252		)	(855		)
Net realized (losses) gains	$	(98	)	$	(153	)	$	402		$	(522	)
Other than temporary impairment charges	—			—			—			—
(Losses) gains on available-for-sale securities, net	$	(98	)	$	(153	)	$	402		$	(522	)
Proceeds from sales of available-for-sale securities	$	82,827		$	382,552		$	1,216,860		$	578,594

The amortized cost and fair value of securities as of September 30, 2015, December 31, 2014 and September 30, 2014, by contractual maturity, are shown in the following table. Contractual maturities may differ from actual maturities as borrowers may have the right to call or repay obligations with or without call or prepayment penalties. Mortgage-backed securities are not included in the maturity categories in the following maturity summary as actual maturities may differ from contractual maturities because the underlying mortgages may be called or prepaid without penalties:



	September 30, 2015				December 31, 2014				September 30, 2014
(Dollars in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	164,374	$	164,429	$	285,596	$	285,889	$	216,244	$	216,582
Due in one to five years	186,199		186,592		172,647		172,885		309,914		310,917
Due in five to ten years	343,468		342,271		331,389		325,644		327,505		317,654
Due after ten years	662,015		651,940		653,213		637,811		623,512		594,118
Mortgage-backed	820,964		815,045		318,476		318,710		296,263		291,222
Equity securities	49,356		54,004		46,592		51,139		47,595		52,155
Total available-for-sale securities	$	2,226,376	$	2,214,281	$	1,807,913	$	1,792,078	$	1,821,033	$	1,782,648

Securities having a carrying value of $1.3 billion at September 30, 2015 as well as securities having a carrying value of $1.1 billion at December 31, 2014 and September 30, 2014, were pledged as collateral for public deposits, trust deposits, FHLB advances, securities sold under repurchase agreements and derivatives. At September 30, 2015, there were no securities of a single issuer, other than U.S. Government-sponsored agency securities, which exceeded 10% of shareholders’ equity.

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(6) Loans

The following table shows the Company’s loan portfolio by category as of the dates shown:



	September 30,			December 31,			September 30,
(Dollars in thousands)	2015			2014			2014
Balance:
Commercial	$	4,400,185		$	3,924,394		$	3,689,671
Commercial real estate	5,307,566			4,505,753			4,510,375
Home equity	797,465			716,293			720,058
Residential real estate	571,743			483,542			470,319
Premium finance receivables—commercial	2,407,075			2,350,833			2,377,892
Premium finance receivables—life insurance	2,700,275			2,277,571			2,134,405
Consumer and other	131,902			151,012			149,339
Total loans, net of unearned income, excluding covered loans	$	16,316,211		$	14,409,398		$	14,052,059
Covered loans	168,609			226,709			254,605
Total loans	$	16,484,820		$	14,636,107		$	14,306,664
Mix:
Commercial	27		%	26		%	26		%
Commercial real estate	32			31			31
Home equity	5			5			5
Residential real estate	3			3			3
Premium finance receivables—commercial	15			16			17
Premium finance receivables—life insurance	16			16			15
Consumer and other	1			1			1
Total loans, net of unearned income, excluding covered loans	99		%	98		%	98		%
Covered loans	1			2			2
Total loans	100		%	100		%	100		%

The Company’s loan portfolio is generally comprised of loans to consumers and small to medium-sized businesses located within the geographic market areas that the banks serve. The premium finance receivables portfolios are made to customers throughout the United States and Canada. The Company strives to maintain a loan portfolio that is diverse in terms of loan type, industry, borrower and geographic concentrations. Such diversification reduces the exposure to economic downturns that may occur in different segments of the economy or in different industries.

Certain premium finance receivables are recorded net of unearned income. The unearned income portions of such premium finance receivables were $53.4 million at September 30, 2015, $46.9 million at December 31, 2014 and $44.8 million at September 30, 2014, respectively. Certain life insurance premium finance receivables attributable to the life insurance premium finance loan acquisition in 2009 as well as PCI loans are recorded net of credit discounts. See “Acquired Loan Information at Acquisition” below.

Total loans, excluding PCI loans, include net deferred loan fees and costs and fair value purchase accounting adjustments totaling $(18.8) million at September 30, 2015, $330,000 at December 31, 2014 and $(6.3) million at September 30, 2014. The net credit balance at September 30, 2015 and September 30, 2014, is primarily the result of purchase accounting adjustments related to acquisitions in 2015 and 2014, respectively.

It is the policy of the Company to review each prospective credit in order to determine the appropriateness and, when required, the adequacy of security or collateral necessary to obtain when making a loan. The type of collateral, when required, will vary from liquid assets to real estate. The Company seeks to ensure access to collateral, in the event of default, through adherence to state lending laws and the Company’s credit monitoring procedures.

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Acquired Loan Information at Acquisition—PCI Loans

As part of our previous acquisitions, we acquired loans for which there was evidence of credit quality deterioration since origination (PCI loans) and we determined that it was probable that the Company would be unable to collect all contractually required principal and interest payments. The following table presents the unpaid principal balance and carrying value for these acquired loans:



	September 30, 2015				December 31, 2014
	Unpaid Principal		Carrying		Unpaid Principal		Carrying
(Dollars in thousands)	Balance		Value		Balance		Value
Bank acquisitions	$	356,615	$	295,801	$	285,809	$	227,229
Life insurance premium finance loans acquisition	378,040		373,586		399,665		393,479

The following table provides estimated details as of the date of acquisition on loans acquired in 2015 with evidence of credit quality deterioration since origination:



(Dollars in thousands)	North Bank		CBWGE		Suburban		Delavan
Contractually required payments including interest	$	8,563	$	38,656	$	95,804	$	15,791
Less: Nonaccretable difference	1,027		4,437		13,888		1,442
Cash flows expected to be collected ⁽¹⁾	7,536		34,219		81,916		14,349
Less: Accretable yield	866		2,895		5,334		898
Fair value of PCI loans acquired	6,670		31,324		76,582		13,451

(1) Represents undiscounted expected principal and interest cash at acquisition.

See Note 7—Allowance for Loan Losses, Allowance for Losses on Lending-Related Commitments and Impaired Loans for further discussion regarding the allowance for loan losses associated with PCI loans at September 30, 2015.

Accretable Yield Activity - PCI Loans

Changes in expected cash flows may vary from period to period as the Company periodically updates its cash flow model assumptions for PCI loans. The factors that most significantly affect the estimates of gross cash flows expected to be collected, and accordingly the accretable yield, include changes in the benchmark interest rate indices for variable-rate products and changes in prepayment assumptions and loss estimates. The following table provides activity for the accretable yield of PCI loans:



	Three Months Ended						Nine Months Ended
(Dollars in thousands)	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
Accretable yield, beginning balance	$	63,643		$	97,281		$	79,102		$	115,909
Acquisitions	9,095			—			9,993			—
Accretable yield amortized to interest income	(5,939		)	(7,847		)	(18,359		)	(28,438		)
Accretable yield amortized to indemnification asset ⁽¹⁾	(3,280		)	(8,784		)	(10,945		)	(25,593		)
Reclassification from non-accretable difference ⁽²⁾	2,298			2,584			5,154			29,092
Increases (decreases) in interest cash flows due to payments and changes in interest rates	(610		)	4,675			262			(3,061		)
Accretable yield, ending balance ⁽³⁾	$	65,207		$	87,909		$	65,207		$	87,909


(1)	Represents the portion of the current period accreted yield, resulting from lower expected losses, applied to reduce the loss share indemnification asset.


(2)	Reclassification is the result of subsequent increases in expected principal cash flows.


(3)	As of September 30, 2015, the Company estimates that the remaining accretable yield balance to be amortized to the indemnification asset for the bank acquisitions is $10.0 million. The remainder of the accretable yield related to bank acquisitions is expected to be amortized to interest income.

Accretion to interest income from acquired loans totaled $5.9 million and $7.8 million in the third quarter of 2015 and 2014, respectively. For the nine months ended September 30, 2015 and 2014, the Company recorded accretion to interest income of $18.4 million and $28.4 million, respectively. These amounts include accretion from both covered and non-covered loans, and are included together within interest and fees on loans in the Consolidated Statements of Income.

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(7) Allowance for Loan Losses, Allowance for Losses on Lending-Related Commitments and Impaired Loans

The tables below show the aging of the Company’s loan portfolio at September 30, 2015, December 31, 2014 and September 30, 2014:



As of September 30, 2015			90+ days and still accruing		60-89 days past due		30-59 days past due
(Dollars in thousands)	Nonaccrual								Current		Total Loans
Loan Balances:
Commercial
Commercial and industrial	$	12,006	$	—	$	2,731	$	9,331	$	2,622,207	$	2,646,275
Franchise	—		—		80		376		221,545		222,001
Mortgage warehouse lines of credit	—		—		—		—		136,614		136,614
Community Advantage—homeowners association	—		—		44		—		123,165		123,209
Aircraft	—		—		—		378		5,993		6,371
Asset-based lending	12		—		1,313		247		800,798		802,370
Tax exempt	—		—		—		—		232,667		232,667
Leases	—		—		—		89		205,697		205,786
Other	—		—		—		—		1,953		1,953
PCI - commercial ⁽¹⁾	—		217		—		39		22,683		22,939
Total commercial	12,018		217		4,168		10,460		4,373,322		4,400,185
Commercial real estate:
Residential construction	—		—		—		1,141		60,130		61,271
Commercial construction	31		—		—		2,394		283,538		285,963
Land	1,756		—		—		2,207		75,113		79,076
Office	4,045		—		10,861		2,362		773,043		790,311
Industrial	11,637		—		786		897		622,804		636,124
Retail	2,022		—		1,536		821		781,463		785,842
Multi-family	1,525		—		512		744		684,878		687,659
Mixed use and other	7,601		—		2,340		12,871