10-Q 1 wtfc-20130331x10q.htm 10-Q WTFC-2013.03.31-10Q
 
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 March 31, 2013
OR
¨
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, 37,039,332 shares, as of April 30, 2013
 



TABLE OF CONTENTS
 


Page
 
PART I. — FINANCIAL INFORMATION
 
ITEM 1.
ITEM 2.
ITEM 3.
ITEM 4.
 
PART II. — OTHER INFORMATION
 
ITEM 1.
Legal Proceedings
NA
ITEM 1A.
ITEM 2.
ITEM 3.
Defaults Upon Senior Securities
NA
ITEM 4.
Mine Safety Disclosures
NA
ITEM 5.
Other Information
NA
ITEM 6.
 



PART I
ITEM 1. FINANCIAL STATEMENTS
WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
 
(Unaudited)
 
 
 
(Unaudited)
(In thousands, except share data)
March 31,
2013
 
December 31,
2012
 
March 31,
2012
Assets
 
 
 
 
 
Cash and due from banks
$
199,575

 
$
284,731

 
$
146,014

Federal funds sold and securities purchased under resale agreements
13,626

 
30,297

 
14,588

Interest-bearing deposits with other banks (no balance restricted for securitization investors at March 31, 2013 and December 31, 2012, and a balance restricted for securitization investors of $529,418 at March 31, 2012)
685,302

 
1,035,743

 
900,755

Available-for-sale securities, at fair value
1,870,831

 
1,796,076

 
1,869,344

Trading account securities
1,036

 
583

 
1,140

Federal Home Loan Bank and Federal Reserve Bank stock
76,601

 
79,564

 
88,216

Brokerage customer receivables
25,614

 
24,864

 
31,085

Mortgage loans held-for-sale, at fair value
370,570

 
385,033

 
339,600

Mortgage loans held-for-sale, at lower of cost or market
10,352

 
27,167

 
10,728

Loans, net of unearned income, excluding covered loans
11,900,312

 
11,828,943

 
10,717,384

Covered loans
518,661

 
560,087

 
691,220

Total loans
12,418,973

 
12,389,030

 
11,408,604

Less: Allowance for loan losses
110,348

 
107,351

 
111,023

Less: Allowance for covered loan losses
12,272

 
13,454

 
17,735

Net loans (no balance restricted for securitization investors at March 31, 2013 and December 31, 2012, and a balance restricted for securitization investors of $156,132 at March 31, 2012)
12,296,353

 
12,268,225

 
11,279,846

Premises and equipment, net
504,803

 
501,205

 
434,700

FDIC indemnification asset
170,696

 
208,160

 
263,212

Accrued interest receivable and other assets
485,746

 
511,617

 
463,394

Goodwill
343,632

 
345,401

 
307,295

Other intangible assets
19,510

 
20,947

 
22,101

Total assets
$
17,074,247

 
$
17,519,613

 
$
16,172,018

Liabilities and Shareholders’ Equity
 
 
 
 
 
Deposits:
 
 
 
 
 
Non-interest bearing
$
2,243,440

 
$
2,396,264

 
$
1,901,753

Interest bearing
11,719,317

 
12,032,280

 
10,764,100

Total deposits
13,962,757

 
14,428,544

 
12,665,853

Notes payable
31,911

 
2,093

 
52,639

Federal Home Loan Bank advances
414,032

 
414,122

 
466,391

Other borrowings
256,244

 
274,411

 
411,037

Secured borrowings—owed to securitization investors

 

 
428,000

Subordinated notes
15,000

 
15,000

 
35,000

Junior subordinated debentures
249,493

 
249,493

 
249,493

Trade date securities payable
1,250

 

 

Accrued interest payable and other liabilities
317,872

 
331,245

 
175,684

Total liabilities
15,248,559

 
15,714,908

 
14,484,097

Shareholders’ Equity:
 
 
 
 
 
Preferred stock, no par value; 20,000,000 shares authorized:
 
 
 
 
 
Series A - $1,000 liquidation value; 50,000 shares issued and outstanding at March 31, 2013, December 31, 2012 and March 31, 2012
49,941

 
49,906

 
49,802

Series C - $1,000 liquidation value; 126,500 shares issued and outstanding at March 31, 2013, December 31, 2012 and March 31, 2012
126,500

 
126,500

 
126,500

Common stock, no par value; $1.00 stated value; 100,000,000 shares authorized at March 31, 2013 and December 31, 2012 and 60,000,000 shares authorized at March 31, 2012; 37,272,279 shares issued at March 31, 2013, 37,107,684 shares issued at December 31, 2012, and 36,521,562 shares issued at March 31, 2012
37,272

 
37,108

 
36,522

Surplus
1,040,098

 
1,036,295

 
1,008,326

Treasury stock, at cost, 258,572 shares at March 31, 2013, 249,329 shares at December 31, 2012, and 232,182 shares at March 31, 2012
(8,187
)
 
(7,838
)
 
(6,559
)
Retained earnings
581,131

 
555,023

 
478,160

Accumulated other comprehensive (loss) income
(1,067
)
 
7,711

 
(4,830
)
Total shareholders’ equity
1,825,688

 
1,804,705

 
1,687,921

Total liabilities and shareholders’ equity
$
17,074,247

 
$
17,519,613

 
$
16,172,018

See accompanying notes to unaudited consolidated financial statements.

1


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

March 31,
(In thousands, except per share data)
2013
 
2012
Interest income
 
 
 
Interest and fees on loans
$
142,114

 
$
143,555

Interest bearing deposits with banks
569

 
248

Federal funds sold and securities purchased under resale agreements
15

 
12

Securities
8,752

 
11,847

Trading account securities
5

 
9

Federal Home Loan Bank and Federal Reserve Bank stock
684

 
604

Brokerage customer receivables
174

 
211

Total interest income
152,313

 
156,486

Interest expense
 
 
 
Interest on deposits
14,504

 
18,030

Interest on Federal Home Loan Bank advances
2,764

 
3,584

Interest on notes payable and other borrowings
1,154

 
3,102

Interest on secured borrowings—owed to securitization investors

 
2,549

Interest on subordinated notes
59

 
169

Interest on junior subordinated debentures
3,119

 
3,157

Total interest expense
21,600

 
30,591

Net interest income
130,713

 
125,895

Provision for credit losses
15,687

 
17,400

Net interest income after provision for credit losses
115,026

 
108,495

Non-interest income
 
 
 
Wealth management
14,828

 
12,401

Mortgage banking
30,145

 
18,534

Service charges on deposit accounts
4,793

 
4,208

Gains on available-for-sale securities, net
251

 
816

Fees from covered call options
1,639

 
3,123

Gain on bargain purchases, net

 
840

Trading (losses) gains, net
(435
)
 
146

Other
6,158

 
6,955

Total non-interest income
57,379

 
47,023

Non-interest expense
 
 
 
Salaries and employee benefits
77,513

 
69,030

Equipment
6,184

 
5,400

Occupancy, net
8,853

 
8,062

Data processing
4,599

 
3,618

Advertising and marketing
2,040

 
2,006

Professional fees
3,221

 
3,604

Amortization of other intangible assets
1,120

 
1,049

FDIC insurance
3,444

 
3,357

OREO (income) expense, net
(1,620
)
 
7,178

Other
14,765

 
14,455

Total non-interest expense
120,119

 
117,759

Income before taxes
52,286

 
37,759

Income tax expense
20,234

 
14,549

Net income
$
32,052

 
$
23,210

Preferred stock dividends and discount accretion
$
2,616

 
$
1,246

Net income applicable to common shares
$
29,436

 
$
21,964

Net income per common share—Basic
$
0.80

 
$
0.61

Net income per common share—Diluted
$
0.65

 
$
0.50

Cash dividends declared per common share
$
0.09

 
$
0.09

Weighted average common shares outstanding
36,976

 
36,207

Dilutive potential common shares
12,463

 
7,530

Average common shares and dilutive common shares
49,439

 
43,737

See accompanying notes to unaudited consolidated financial statements.

2


WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
 
 
Three Months Ended

March 31,
(In thousands)
2013
 
2012
Net income
$
32,052

 
$
23,210

Unrealized losses on securities
 
 
 
Before tax
(7,455
)
 
(3,219
)
Tax effect
2,806

 
1,276

Net of tax
(4,649
)
 
(1,943
)
Less: Reclassification of net gains included in net income
 
 
 
Before tax
251

 
816

Tax effect
(100
)
 
(327
)
Net of tax
151

 
489

Net unrealized losses on securities
(4,800
)
 
(2,432
)
Unrealized gains on derivative instruments
 
 
 
Before tax
1,474

 
796

Tax effect
(586
)
 
(316
)
Net unrealized gains on derivative instruments
888

 
480

Foreign currency translation adjustment
 
 
 
Before tax
(6,304
)
 

Tax effect
1,438

 

Net foreign currency translation adjustment
(4,866
)
 

Total other comprehensive loss
(8,778
)
 
(1,952
)
Comprehensive income
$
23,274

 
$
21,258

See accompanying notes to unaudited consolidated financial statements.

3


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
income (loss)
 
Total
shareholders’
equity
Balance at December 31, 2011
$
49,768

 
$
35,982

 
$
1,001,316

 
$
(112
)
 
$
459,457

 
$
(2,878
)
 
$
1,543,533

Net income

 

 

 

 
23,210

 

 
23,210

Other comprehensive loss, net of tax

 

 

 

 

 
(1,952
)
 
(1,952
)
Cash dividends declared on common stock

 

 

 

 
(3,261
)
 

 
(3,261
)
Dividends on preferred stock

 

 

 

 
(1,212
)
 

 
(1,212
)
Accretion on preferred stock
34

 

 

 

 
(34
)
 

 

Stock-based compensation

 

 
2,289

 

 

 

 
2,289

Issuance of Series C preferred stock
126,500

 

 
(3,810
)
 

 

 

 
122,690

Common stock issued for:
 
 
 
 
 
 
 
 
 
 
 
 
 
Exercise of stock options and warrants

 
407

 
7,822

 
(5,592
)
 

 

 
2,637

Restricted stock awards

 
94

 
(94
)
 
(855
)
 

 

 
(855
)
Employee stock purchase plan

 
17

 
465

 

 

 

 
482

Director compensation plan

 
22

 
338

 

 

 

 
360

Balance at March 31, 2012
$
176,302

 
$
36,522

 
$
1,008,326

 
$
(6,559
)
 
$
478,160

 
$
(4,830
)
 
$
1,687,921

Balance at December 31, 2012
$
176,406

 
$
37,108

 
$
1,036,295

 
$
(7,838
)
 
$
555,023

 
$
7,711

 
$
1,804,705

Net income

 

 

 

 
32,052

 

 
32,052

Other comprehensive loss, net of tax

 

 

 

 

 
(8,778
)
 
(8,778
)
Cash dividends declared on common stock

 

 

 

 
(3,328
)
 

 
(3,328
)
Dividends on preferred stock

 

 

 

 
(2,581
)
 

 
(2,581
)
Accretion on preferred stock
35

 

 

 

 
(35
)
 

 

Stock-based compensation

 

 
2,413

 

 

 

 
2,413

Common stock issued for:
 
 
 
 
 
 
 
 
 
 
 
 
 
Exercise of stock options and warrants

 
9

 
320

 
(214
)
 

 

 
115

Restricted stock awards

 
111

 
90

 
(135
)
 

 

 
66

Employee stock purchase plan

 
13

 
628

 

 

 

 
641

Director compensation plan

 
31

 
352

 

 

 

 
383

Balance at March 31, 2013
$
176,441

 
$
37,272

 
$
1,040,098

 
$
(8,187
)
 
$
581,131

 
$
(1,067
)
 
$
1,825,688

See accompanying notes to unaudited consolidated financial statements.

4



WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 
Three Months Ended

March 31,
(In thousands)
2013
 
2012
Operating Activities:
 
 
 
Net income
$
32,052

 
$
23,210

Adjustments to reconcile net income to net cash provided by operating activities
 
 
 
Provision for credit losses
15,687

 
17,400

Depreciation and amortization
6,782

 
5,627

Stock-based compensation expense
2,413

 
2,289

Tax benefit from stock-based compensation arrangements
200

 
12

Excess tax benefits from stock-based compensation arrangements
(222
)
 
(643
)
Net amortization (accretion) of premium on securities
3,424

 
(2,092
)
Mortgage servicing rights fair value change and amortization, net
(273
)
 
(514
)
Originations and purchases of mortgage loans held-for-sale
(974,432
)
 
(714,655
)
Proceeds from sales of mortgage loans held-for-sale
1,033,129

 
699,315

Bank owned life insurance income, net of claims
(846
)
 
(919
)
(Increase) decrease in trading securities, net
(453
)
 
1,350

Net increase in brokerage customer receivables
(750
)
 
(3,160
)
Gains on mortgage loans sold
(27,419
)
 
(14,464
)
Gains on available-for-sale securities, net
(251
)
 
(816
)
Gain on bargain purchases, net

 
(840
)
Loss on sales of premises and equipment, net
1

 
12

Net (gain) loss on sales and fair value adjustments of other real estate owned
(2,658
)
 
5,496

Decrease in accrued interest receivable and other assets, net
32,914

 
10,040

Decrease in accrued interest payable and other liabilities, net
(19,617
)
 
(11,689
)
Net Cash Provided by Operating Activities
99,681

 
14,959

Investing Activities:
 
 
 
Proceeds from maturities of available-for-sale securities
67,941

 
280,110

Proceeds from sales of available-for-sale securities
41,056

 
737,369

Purchases of available-for-sale securities
(192,379
)
 
(952,853
)
Net cash received for acquisitions

 
8,191

Divestiture of operations
(149,100
)
 

Proceeds from sales of other real estate owned
30,641

 
25,768

Proceeds received from the FDIC related to reimbursements on covered assets
13,932

 
82,278

Net decrease (increase) in interest-bearing deposits with banks
350,441

 
(151,033
)
Net increase in loans
(52,143
)
 
(221,051
)
Purchases of premises and equipment, net
(6,508
)
 
(8,501
)
Net Cash Provided by (Used for) Investing Activities
103,881

 
(199,722
)
Financing Activities:
 
 
 
(Decrease) increase in deposit accounts
(314,618
)
 
269,326

Increase (decrease) in other borrowings, net
11,576

 
(34,141
)
Decrease in Federal Home Loan Bank advances, net

 
(8,000
)
Excess tax benefits from stock-based compensation arrangements
222

 
643

Debt defeasance

 
(172,848
)
Net proceeds from issuance of Series C preferred stock

 
122,690

Issuance of common shares resulting from exercise of stock options, employee stock purchase plan and conversion of common stock warrants
1,354

 
8,699

Common stock repurchases
(349
)
 
(6,447
)
Dividends paid
(3,574
)
 
(4,261
)
Net Cash (Used for) Provided by Financing Activities
(305,389
)
 
175,661

Net Decrease in Cash and Cash Equivalents
(101,827
)
 
(9,102
)
Cash and Cash Equivalents at Beginning of Period
315,028

 
169,704

Cash and Cash Equivalents at End of Period
$
213,201

 
$
160,602

See accompanying notes to unaudited consolidated financial statements.

5


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, 2012 (“2012 Form 10-K”). Operating results reported for the three-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 2012 Form 10-K.
(2) Recent Accounting Developments
Accumulated Other Comprehensive Income Reporting by Component
In February 2013, the FASB issued ASU No. 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” which adds disclosures to make reporting of accumulated other comprehensive income more informative. Specifically, the new guidance requires a Company to identify amounts reclassified out of other comprehensive income by component. The guidance is effective for fiscal years beginning after December 15, 2012. The Company has included the required disclosures in this Form 10-Q by disclosing the reclassification amounts related to its securities, derivatives and foreign currency translation components. Other than requiring additional disclosures, adoption of this guidance did not have a material impact on our consolidated financial statements. See Note 17 - Shareholders' Equity and Earnings Per Share, for further information.
Balance Sheet Offsetting
In January 2013, the FASB issued ASU No. 2013-01, "Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” to address the disclosure requirements within ASU No. 2011-11 "Disclosures about Offsetting Assets and Liabilities". ASU 2011-11 requires disclosure showing the Company's gross and net positions for derivatives and financial transactions that are either offset in accordance with GAAP or are subject to a master netting or similar agreement. The guidance is effective for fiscal years beginning on or after January 1, 2013. The Company has included required disclosures for the current and comparative periods as required by the new guidance. Other than requiring additional disclosures, adoption of this guidance did not have a material impact on our consolidated financial statements. See Note 14 - Derivative Financial Instruments, for further information.
Subsequent Accounting for Indemnification Assets
In October 2012, the FASB issued ASU No. 2012-06, “Business Combinations (Topic 805): Subsequent Accounting for an Indemnification Asset Recognized at the Acquisition Date as a Result of a Government-Assisted Acquisition of a Financial Institution,” to address the diversity in practice and interpret guidance related to the subsequent measurement of an indemnification asset recognized in a government-assisted acquisition. These indemnification assets are recorded by the Company as FDIC indemnification assets on the Consolidated Statements of Condition. This ASU clarifies existing guidance by asserting that subsequent changes in expected cash flows related to an indemnification asset should be amortized over the shorter of the life of the indemnification agreement or the life of the underlying loan. This guidance is to be applied with respect to changes in cash flows on existing indemnification agreements as well as prospectively to new indemnification agreements. The guidance is effective for fiscal years beginning after December 15, 2012. As of January 1, 2013, the Company is accounting for its FDIC

6


indemnification assets in accordance with ASU No. 2012-06. Adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

(3) Business Combinations
FDIC-Assisted Transactions
In 2010 and 2011, the Company acquired the banking operations, including the acquisition of certain assets and the assumption of liabilities, of six financial institutions in FDIC-assisted transactions.
Since February 2012, the Company has acquired the banking operations, including the acquisition of certain assets and the assumption of liabilities, of three financial institutions in FDIC-assisted transactions. The following table presents details related to the three recent transactions:
(Dollars in thousands)
Charter
National
 
Second Federal
 
First United Bank
Date of acquisition
February 10,
2012
 
July 20,
2012
 
September 28,
2012
Fair value of assets acquired, at the acquisition date
$
92,355

 
$
171,625

 
$
328,408

Fair value of loans acquired, at the acquisition date
45,555

 

 
77,964

Fair value of liabilities assumed, at the acquisition date
91,570

 
171,582

 
321,734

Fair value of reimbursable losses, at the acquisition date(1)
13,164

 

 
67,190

Gain on bargain purchase recognized
785

 
43

 
6,675

(1) As no assets subject to loss sharing agreements were acquired in the acquisition of Second Federal, there was no fair value of reimbursable losses.
Loans comprise the majority of the assets acquired in nearly all of these FDIC-assisted transactions since 2010, 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, the 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.
On their respective acquisition dates in 2012, the Company announced that its wholly-owned subsidiary banks, Old Plank Trail Community Bank, N.A. ("Old Plank Trail Bank"), Hinsdale Bank and Trust Company ("Hinsdale Bank") and Barrington Bank and Trust Company, N.A. ("Barrington"), acquired certain assets and liabilities and the banking operations of First United Bank of Crete, Illinois ("First United Bank"), Second Federal Savings and Loan Association of Chicago ("Second Federal") and Charter National Bank and Trust (“Charter National”), respectively, in FDIC-assisted transactions. 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.
The loss share agreements with the FDIC cover realized losses on loans, foreclosed real estate and certain other assets. These loss share assets 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 are also separately measured from the related loans and foreclosed real estate and recorded as FDIC indemnification assets 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. Although these assets are contractual receivables from the FDIC, there are no contractual interest rates. Additions to expected losses will require an increase to the allowance for loan losses and a corresponding increase to the FDIC indemnification assets. The corresponding accretion is recorded as a component of non-interest income on the Consolidated Statements of Income.

7


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

Three Months Ended
(Dollars in thousands)
March 31, 2013
 
March 31, 2012
Balance at beginning of period
$
208,160

 
$
344,251

Additions from acquisitions

 
13,164

Additions from reimbursable expenses
5,033

 
6,864

Amortization
(2,468
)
 
(1,576
)
Changes in expected reimbursements from the FDIC for changes in expected credit losses
(26,097
)
 
(17,213
)
Payments received from the FDIC
(13,932
)
 
(82,278
)
Balance at end of period
$
170,696

 
$
263,212

Divestiture of Previous FDIC-Assisted Acquisition
On February 1, 2013, the Company completed the divestiture of the deposits and current banking operations of Second Federal to Self-Help Federal Credit Union. Through this transaction, the Company divested approximately $149 million of related deposits.
Other Recent Bank Acquisitions
On December 12, 2012, the Company acquired HPK. HPK is the parent company of Hyde Park Bank, which operated two banking locations in the Hyde Park neighborhood of Chicago, Illinois. As part of this transaction, Hyde Park Bank was merged into Beverly Bank. The Company acquired assets with a fair value of approximately $371.6 million, including approximately $118.5 million of loans, and assumed liabilities with a fair value of approximately $344.1 million, including approximately $243.8 million of deposits. Additionally, the Company recorded goodwill of $12.6 million on the acquisition.
On April 13, 2012, the Company acquired a branch of Suburban Bank & Trust Company (“Suburban”) located in Orland Park, Illinois. Through this transaction, the Company acquired approximately $52 million of deposits and $3 million of loans. The Company recorded goodwill of $1.5 million on the branch acquisition.
Specialty Finance Acquisition
On June 8, 2012, the Company completed its acquisition of Macquarie Premium Funding Inc., the Canadian insurance premium funding business of Macquarie Group. Through this transaction, the Company acquired approximately $213 million of gross premium finance receivables. The Company recorded goodwill of approximately $21.9 million on the acquisition.
Wealth Management Acquisitions
On March 30, 2012, the Company’s wholly-owned subsidiary, The Chicago Trust Company, N.A. (“CTC”), acquired the trust operations of Suburban. Through this transaction, CTC acquired trust accounts having assets under administration of approximately $160 million, in addition to land trust accounts. The Company recorded goodwill of $1.8 million on the trust operations acquisition.
Purchased loans with evidence of credit quality deterioration since origination
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 purchased impaired 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.

8


In the event a specific loan prepays in whole, any remaining accretable and non-accretable discount is recognized in income 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 loans acquired with evidence of credit quality deterioration since origination.
(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.


9


(5) Available-For-Sale Securities
The following tables are a summary of the available-for-sale securities portfolio as of the dates shown:
 

March 31, 2013
(Dollars in thousands)
Amortized
Cost
 
Gross
unrealized
gains
 
Gross
unrealized
losses
 
Fair
Value
U.S. Treasury
$
220,215

 
$
190

 
$
(2,760
)
 
$
217,645

U.S. Government agencies
975,386

 
2,960

 
(4,631
)
 
973,715

Municipal
107,947

 
2,628

 
(316
)
 
110,259

Corporate notes and other:
 
 
 
 
 
 
 
Financial issuers
136,761

 
2,569

 
(2,280
)
 
137,050

Other
11,628

 
195

 

 
11,823

Mortgage-backed: (1)
 
 
 
 
 
 
 
Mortgage-backed securities
294,728

 
7,360

 
(3,194
)
 
298,894

Collateralized mortgage obligations
68,496

 
897

 
(5
)
 
69,388

Other equity securities
52,413

 
745

 
(1,101
)
 
52,057

Total available-for-sale securities
$
1,867,574

 
$
17,544

 
$
(14,287
)
 
$
1,870,831

 

December 31, 2012
 
Amortized
Cost
 
Gross
unrealized
gains
 
Gross
unrealized
losses
 
Fair
Value
(Dollars in thousands)
 
 
 
U.S. Treasury
$
220,226

 
$
198

 
$
(937
)
 
$
219,487

U.S. Government agencies
986,186

 
4,839

 
(986
)
 
990,039

Municipal
107,868

 
2,899

 
(296
)
 
110,471

Corporate notes and other:
 
 
 
 
 
 
 
Financial issuers
142,205

 
2,452

 
(3,982
)
 
140,675

Other
13,911

 
220

 

 
14,131

Mortgage-backed: (1)
 
 
 
 
 
 
 
Mortgage-backed securities
188,485

 
8,805

 
(30
)
 
197,260

Collateralized mortgage obligations
73,386

 
928

 

 
74,314

Other equity securities
52,846

 
215

 
(3,362
)
 
49,699

Total available-for-sale securities
$
1,785,113

 
$
20,556

 
$
(9,593
)
 
$
1,796,076

 
 
March 31, 2012
 
Amortized
Cost
 
Gross
unrealized
gains
 
Gross
unrealized
losses
 
Fair
Value
(Dollars in thousands)
 
 
 
U.S. Treasury
$
23,063

 
$
128

 
$
(2
)
 
$
23,189

U.S. Government agencies
682,847

 
4,082

 
(4,149
)
 
682,780

Municipal
67,970

 
1,963

 
(18
)
 
69,915

Corporate notes and other:
 
 
 
 
 
 
 
Financial issuers
148,492

 
2,569

 
(9,044
)
 
142,017

Other
26,475

 
329

 
(5
)
 
26,799

Mortgage-backed: (1)
 
 
 
 
 
 
 
Mortgage-backed securities
846,380

 
11,866

 
(806
)
 
857,440

Collateralized mortgage obligations
28,423

 
286

 
(1
)
 
28,708

Other equity securities
42,664

 
111

 
(4,279
)
 
38,496

Total available-for-sale securities
$
1,866,314

 
$
21,334

 
$
(18,304
)
 
$
1,869,344


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

10


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 March 31, 2013:
 
 
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
$
197,422

 
$
(2,760
)
 
$

 
$

 
$
197,422

 
$
(2,760
)
U.S. Government agencies
510,371

 
(4,629
)
 
6,032

 
(2
)
 
516,403

 
(4,631
)
Municipal
19,977

 
(314
)
 
463

 
(2
)
 
20,440

 
(316
)
Corporate notes and other:
 
 
 
 
 
 
 
 
 
 
 
Financial issuers
4,606

 
(37
)
 
73,696

 
(2,243
)
 
78,302

 
(2,280
)
Other

 

 

 

 

 

Mortgage-backed:
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
158,142

 
(3,194
)
 

 

 
158,142

 
(3,194
)
Collateralized mortgage obligations
13,616

 
(5
)
 

 

 
13,616

 
(5
)
Other equity securities
5,920

 
(80
)
 
24,379

 
(1,021
)
 
30,299

 
(1,101
)
Total
$
910,054

 
$
(11,019
)
 
$
104,570

 
$
(3,268
)
 
$
1,014,624

 
$
(14,287
)

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 March 31, 2013 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 corporate securities of financial issuers and auction rate securities included in other equity securities. The corporate securities of financial issuers in this category were comprised of seven fixed-to-floating rate bonds and three trust-preferred securities, all of which continue to be considered investment grade. Additionally, a review of the issuers indicated that they all have strong capital ratios.
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 March 31,
(Dollars in thousands)
2013
 
2012
Realized gains
$
313

 
$
828

Realized losses
(62
)
 
(12
)
Net realized gains
$
251

 
$
816

Other than temporary impairment charges

 

Gains on available-for-sale securities, net
$
251

 
$
816

Proceeds from sales of available-for-sale securities
$
41,056

 
$
737,369


11


The amortized cost and fair value of securities as of March 31, 2013, December 31, 2012 and March 31, 2012, 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:
 

March 31, 2013
 
December 31, 2012
 
March 31, 2012
(Dollars in thousands)
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
Due in one year or less
$
247,388

 
$
247,836

 
$
188,594

 
$
189,015

 
$
79,980

 
$
80,351

Due in one to five years
337,431

 
338,633

 
419,588

 
419,654

 
496,724

 
494,391

Due in five to ten years
357,677

 
356,871

 
361,037

 
362,135

 
106,545

 
105,856

Due after ten years
509,441

 
507,152

 
501,177

 
503,999

 
265,598

 
264,102

Mortgage-backed
363,224

 
368,282

 
261,871

 
271,574

 
874,803

 
886,148

Other equity securities
52,413

 
52,057

 
52,846

 
49,699

 
42,664

 
38,496

Total available-for-sale securities
$
1,867,574

 
$
1,870,831

 
$
1,785,113

 
$
1,796,076

 
$
1,866,314

 
$
1,869,344

At March 31, 2013, December 31, 2012 and March 31, 2012, securities having a carrying value of $1.1 billion were pledged as collateral for public deposits, trust deposits, FHLB advances, securities sold under repurchase agreements and derivatives. At March 31, 2013, there were no securities of a single issuer, other than U.S. Government-sponsored agency securities, which exceeded 10% of shareholders’ equity.
(6) Loans
The following table shows the Company’s loan portfolio by category as of the dates shown:
 
 
March 31,
 
December 31,
 
March 31,
(Dollars in thousands)
2013
 
2012
 
2012
Balance:
 
 
 
 
 
Commercial
$
2,872,695

 
$
2,914,798

 
$
2,544,456

Commercial real-estate
3,990,465

 
3,864,118

 
3,585,760

Home equity
759,218

 
788,474

 
840,364

Residential real-estate
360,652

 
367,213

 
361,327

Premium finance receivables—commercial
1,997,160

 
1,987,856

 
1,512,630

Premium finance receivables—life insurance
1,753,512

 
1,725,166

 
1,693,763

Indirect consumer
69,245

 
77,333

 
67,445

Consumer and other
97,365

 
103,985

 
111,639

Total loans, net of unearned income, excluding covered loans
$
11,900,312

 
$
11,828,943

 
$
10,717,384

Covered loans
518,661

 
560,087

 
691,220

Total loans
$
12,418,973

 
$
12,389,030

 
$
11,408,604

Mix:
 
 
 
 
 
Commercial
23
%
 
24
%
 
22
%
Commercial real-estate
32

 
31

 
32

Home equity
6

 
6

 
7

Residential real-estate
3

 
3

 
3

Premium finance receivables—commercial
16

 
16

 
13

Premium finance receivables—life insurance
14

 
14

 
15

Indirect consumer
1

 
1

 
1

Consumer and other
1

 
1

 
1

Total loans, net of unearned income, excluding covered loans
96
%
 
96
%
 
94
%
Covered loans
4

 
4

 
6

Total loans
100
%
 
100
%
 
100
%

12


Certain premium finance receivables are recorded net of unearned income. The unearned income portions of such premium finance receivables were $40.0 million at March 31, 2013, $41.1 million at December 31, 2012 and $36.8 million at March 31, 2012, respectively. Certain life insurance premium finance receivables attributable to the life insurance premium finance loan acquisition in 2009 as well as the covered loans acquired in the FDIC-assisted acquisitions are recorded net of credit discounts. See “Acquired Loan Information at Acquisition” below.
Indirect consumer loans include auto, boat and other indirect consumer loans. Total loans, excluding loans acquired with evidence of credit quality deterioration since origination, include net deferred loan fees and costs and fair value purchase accounting adjustments totaling $10.5 million at March 31, 2013, $13.2 million at December 31, 2012 and $12.6 million at March 31, 2012.
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 on a national basis and the majority of the indirect consumer loans were generated through a network of local automobile dealers. As a result, 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.
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.
Acquired Loan Information at Acquisition—Loans with evidence of credit quality deterioration since origination
As part of our previous acquisitions, we acquired loans for which there was evidence of credit quality deterioration since origination 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:
 

March 31, 2013
 
December 31, 2012
 
Unpaid
Principal
 
Carrying
 
Unpaid
Principal
 
Carrying
(Dollars in thousands)
Balance
 
Value
 
Balance
 
Value
Bank acquisitions
$
612,702

 
$
462,129

 
$
674,868

 
$
503,837

Life insurance premium finance loans acquisition
519,757

 
499,731

 
536,503

 
514,459


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 loans acquired with evidence of credit quality deterioration since origination at March 31, 2013.

13


Accretable Yield Activity
Changes in expected cash flows may vary from period to period as the Company periodically updates its cash flow model assumptions for loans acquired with evidence of credit quality deterioration since origination. 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 loans acquired with evidence of credit quality deterioration since origination:
 
 
Three Months Ended
March 31, 2013
 
Three Months Ended
March 31, 2012
(Dollars in thousands)
Bank Acquisitions
 
Life Insurance
Premium Finance Loans
 
Bank
Acquisitions
 
Life Insurance
Premium
Finance Loans
Accretable yield, beginning balance
$
143,224

 
$
13,055

 
$
173,120

 
$
18,861

Acquisitions
(78
)
 

 
2,288

 

Accretable yield amortized to interest income
(9,577
)
 
(2,019
)
 
(14,892
)
 
(3,737
)
Accretable yield amortized to indemnification asset (1)
(8,706
)
 

 
(21,377
)
 

Reclassification from non-accretable difference (2)
5,412

 

 
41,601

 

(Decreases) increases in interest cash flows due to payments and changes in interest rates
(8,550
)
 
182

 
1,482

 
724

Accretable yield, ending balance (3)
$
121,725

 
$
11,218

 
$
182,222

 
$
15,848

 
(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 March 31, 2013, the Company estimates that the remaining accretable yield balance to be amortized to the indemnification asset for the bank acquisitions is $42.9 million. The remainder of the accretable yield related to bank acquisitions is expected to be amortized to interest income.

14


(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 March 31, 2013December 31, 2012 and March 31, 2012:
As of March 31, 2013

 
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
$
17,717

 
$

 
$
1,150

 
$
16,710

 
$
1,533,999

 
$
1,569,576

Franchise
125

 

 

 
76

 
194,310

 
194,511

Mortgage warehouse lines of credit

 

 

 

 
131,970

 
131,970

Community Advantage—homeowners association

 

 

 

 
82,763

 
82,763

Aircraft

 

 

 

 
14,112

 
14,112

Asset-based lending
531

 

 
483

 
5,518

 
680,723

 
687,255

Municipal

 

 

 

 
89,508

 
89,508

Leases

 

 

 
844

 
97,186

 
98,030

Other

 

 

 

 
127

 
127

Purchased non-covered commercial (1)

 
449

 

 

 
4,394

 
4,843

Total commercial
18,373

 
449

 
1,633

 
23,148

 
2,829,092

 
2,872,695

Commercial real-estate
 
 
 
 
 
 
 
 
 
 
 
Residential construction
3,094

 

 
945

 

 
33,044

 
37,083

Commercial construction
1,086

 

 
9,521

 

 
151,751

 
162,358

Land
17,976

 

 

 
11,563

 
104,039

 
133,578

Office
3,564

 

 
8,990

 
4,797

 
567,333

 
584,684

Industrial
7,137

 

 

 
986

 
587,402

 
595,525

Retail
7,915

 

 
6,970

 
5,953

 
565,963

 
586,801

Multi-family
2,088

 

 
1,036

 
4,315

 
505,346

 
512,785

Mixed use and other
18,947

 

 
1,573

 
13,560

 
1,288,754

 
1,322,834

Purchased non-covered commercial real-estate (1)

 
1,866

 
251

 
3,333

 
49,367

 
54,817

Total commercial real-estate
61,807

 
1,866

 
29,286

 
44,507

 
3,852,999

 
3,990,465

Home equity
14,891

 

 
1,370

 
4,324

 
738,633

 
759,218

Residential real-estate
9,606

 

 
782

 
8,680

 
340,751

 
359,819

Purchased non-covered residential real-estate (1)

 

 
198

 

 
635

 
833

Premium finance receivables
 
 
 
 
 
 
 
 
 
 
 
Commercial insurance loans
12,068

 
7,677

 
4,647

 
19,323

 
1,953,445

 
1,997,160

Life insurance loans
20

 
2,256

 

 
1,340

 
1,250,165

 
1,253,781

Purchased life insurance loans (1)

 

 

 

 
499,731

 
499,731

Indirect consumer
95

 
145

 
127

 
221

 
68,657

 
69,245

Consumer and other
1,695

 

 
160

 
493

 
92,379

 
94,727

Purchased non-covered consumer and other (1)

 

 

 
20

 
2,618

 
2,638

Total loans, net of unearned income, excluding covered loans
$
118,555

 
$
12,393

 
$
38,203

 
$
102,056

 
$
11,629,105

 
$
11,900,312

Covered loans
1,820

 
115,482

 
1,454

 
12,268

 
387,637

 
518,661

Total loans, net of unearned income
$
120,375

 
$
127,875

 
$
39,657

 
$
114,324

 
$
12,016,742

 
$
12,418,973


(1)
Purchased loans represent loans acquired with evidence of credit quality deterioration since origination, in accordance with ASC 310-30. Loan agings are based upon contractually required payments.

15


As of December 31, 2012

 
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
$
19,409

 
$

 
$
5,520

 
$
15,410

 
$
1,587,864

 
$
1,628,203

Franchise
1,792

 

 

 

 
194,603

 
196,395

Mortgage warehouse lines of credit

 

 

 

 
215,076

 
215,076

Community Advantage—homeowners association

 

 

 

 
81,496

 
81,496

Aircraft

 

 
148

 

 
17,216

 
17,364

Asset-based lending
536

 

 
1,126

 
6,622

 
564,154

 
572,438

Municipal

 

 

 

 
91,824

 
91,824

Leases

 

 

 
896

 
89,547

 
90,443

Other

 

 

 

 
16,549

 
16,549

Purchased non-covered commercial (1)

 
496

 
432

 
7

 
4,075

 
5,010

Total commercial
21,737

 
496

 
7,226

 
22,935

 
2,862,404

 
2,914,798

Commercial real-estate
 
 
 
 
 
 
 
 
 
 
 
Residential construction
3,110

 

 
4

 
41

 
37,246

 
40,401

Commercial construction
2,159

 

 
885

 
386

 
167,525

 
170,955

Land
11,299

 

 
632

 
9,014

 
113,252

 
134,197

Office
4,196

 

 
1,889

 
3,280

 
560,346

 
569,711

Industrial
2,089