Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 14, 2014

WINTRUST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)




Illinois	001-35077	36-3873352
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9700 W. Higgins Road, Suite 800 Rosemont, Illinois		60018
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (847) 939-9000

Not Applicable

(Former name or former address, if changed since last year)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

On July 14, 2014, Wintrust Financial Corporation (the “Company”) announced earnings for the second quarter of 2014. A copy of the press release relating to the Company’s earnings results is attached hereto as Exhibit 99.1. Certain supplemental information relating to non-GAAP financial measures reported in the attached press release is included on pages 15 and 16 of Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits



Exhibit
99.1	Second Quarter 2014 Earnings Release dated July 14, 2014.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




		WINTRUST FINANCIAL CORPORATION (Registrant)

	By:	/s/ David L. Stoehr
		David L. Stoehr Executive Vice President and Chief Financial Officer

Date: July 14, 2014

INDEX TO EXHIBITS




Exhibit
99.1	Second Quarter 2014 Earnings Release dated July 14, 2014.

Exhibit 99.1

Wintrust Financial Corporation

9700 W. Higgins Road, Suite 800, Rosemont, Illinois 60018

News Release




FOR IMMEDIATE RELEASE		July 14, 2014

FOR MORE INFORMATION CONTACT:

Edward J. Wehmer, President & Chief Executive Officer

David A. Dykstra, Senior Executive Vice President & Chief Operating Officer

(847) 939-9000

Web site address: www.wintrust.com

Wintrust Financial Corporation Reports Second Quarter 2014 Net Income of $38.5 million, an Increase of 12% over First Quarter 2014

ROSEMONT, ILLINOIS – Wintrust Financial Corporation (“Wintrust” or “the Company”) (Nasdaq: WTFC) announced net income of $38.5 million or $0.76 per diluted common share for the second quarter of 2014 compared to net income of $34.5 million or $0.68 per diluted common share for the first quarter of 2014 and $34.3 million or $0.69 per diluted common share for the second quarter of 2013.

Highlights compared with the First Quarter of 2014*:


•	Total loans, excluding covered loans and mortgage loans held-for-sale, increased by $617 million or 19%, on annualized basis, to $13.7 billion


•	Total deposits increased by $427 million to $15.6 billion


•	Net interest margin, on a fully taxable-equivalent basis, improved by one basis point to 3.62% from 3.61%


•	Net interest income increased $5.2 million primarily due to strong loan growth in the quarter


•	Mortgage banking originations increased by $385 million resulting in a $7.4 million increase in mortgage banking revenue


•	Wealth management revenue increased $1.4 million due to both increased customer accounts and a favorable market


•	The allowance for loan losses as a percentage of total non-performing loans increased to 104% from 102%


•	Non-performing loans as a percent of total loans, excluding covered loans, decreased to 0.64% from 0.69%


•	The efficiency ratio, on a fully taxable equivalent basis, declined to 65.36% from 69.02%


•	Capital ratios remain strong with a tangible common equity ratio, assuming full conversion of preferred stock, of 8.7%


•	Completed issuance of subordinated notes generating net proceeds of $139.1 million


•	Acquired a banking location in Stone Park

* See "Supplemental Financial Measures/Ratios" on page 15/16 for more information on non-GAAP measures.

Edward J. Wehmer, President and Chief Executive Officer, commented, “Wintrust reported record net income for the second quarter of 2014, highlighted by significant loan and deposit growth, stable net interest margin, steady credit quality metrics, increased mortgage banking and wealth management revenues and effective expense control."

Mr. Wehmer continued, “The Company grew total loans, excluding covered loans and mortgage loans held-for-sale by $617 million in the second quarter, headlined by $292 million of growth in the commercial and commercial real-estate portfolios and $292 million of growth in the premium finance loan portfolios. The increase in loan volume drove higher net interest income in the current quarter. Additionally, net interest margin increased slightly as the loan growth was primarily funded by growth in non-interest bearing deposits which now account for 20% of our total deposits."

Commenting on credit quality, Mr. Wehmer noted, “The Company has continued its practice of timely addressing and resolving non-performing credits. Overall, credit quality measures remained stable in the current quarter. For the third consecutive quarter, the ratio of the allowance for loan losses as a percentage of total non-performing loans increased, exhibiting greater coverage for non-performing credits. We believe that the Company's reserves remain appropriate."

Mr. Wehmer further commented, “Mortgage banking revenue picked up as a result of higher originations which in turn were the result of a more favorable mortgage banking environment in the second quarter. We expect the mortgage banking environment to remain favorable as the purchase market should stay active as interest rates remain low. We believe that our mortgage banking business is well positioned to grow both organically and through acquisitions."

Mr. Wehmer noted, "Record wealth management revenues in the second quarter of 2014 were evidence of the continued successful growth of this segment. We are well positioned in all three aspects of wealth management to continue to expand this line of business."

With regard to expenses, Mr. Wehmer further commented, “As expected, the Company's efficiency ratio declined in the second quarter as production rebounded in the mortgage banking business. Management limited staffing reductions in the first quarter despite lower volumes to ensure adequate support was in place for anticipated increases in future production. Excluding variable compensation and benefits, the aggregate of all other expenses recorded in the second quarter was virtually unchanged from the first quarter."

Turning to the future, Mr. Wehmer stated, “We expanded our franchise in the second quarter through the addition of a Stone Park bank branch and on July 11, 2014 we acquired a bank branch in Pewaukee, Wisconsin from THE National Bank. Additionally, we expect to close the acquisition of 11 bank branches from Talmer Bancorp, Inc. in the third quarter. Evaluating strategic acquisitions of this nature and organic branch growth will continue to be a part of our overall growth strategy. Our pipelines for both internal growth and external growth remain consistently strong. Growing franchise value, increasing profitability, leveraging our expense infrastructure and increasing shareholder value continue to be our main objectives."

The graphs below illustrate certain highlights of the second quarter of 2014.

Wintrust’s key operating measures and growth rates for the second quarter of 2014, as compared to the sequential and linked quarters, are shown in the table below:



										% or⁽⁵⁾ basis point (bp) change from 1st Quarter 2014			% or basis point (bp) change from 2nd Quarter 2013
	Three Months Ended
(Dollars in thousands)	June 30, 2014			March 31, 2014			June 30, 2013
Net income	$	38,541		$	34,500		$	34,307		12		%	12	%
Net income per common share – diluted	$	0.76		$	0.68		$	0.69		12		%	10	%
Net revenue ⁽¹⁾	$	203,282		$	189,535		$	199,819		7		%	2	%
Net interest income	$	149,180		$	144,006		$	135,824		4		%	10	%
Net interest margin ⁽²⁾	3.62		%	3.61		%	3.50		%	1		bp	12	bp
Net overhead ratio ^{(2) (3)}	1.74		%	1.93		%	1.49		%	(19	)	bp	25	bp
Efficiency ratio ^{(2) (4)}	65.36		%	69.02		%	63.97		%	(366	)	bp	139	bp
Return on average assets	0.84		%	0.78		%	0.80		%	6		bp	4	bp
Return on average common equity	8.03		%	7.43		%	7.55		%	60		bp	48	bp
Return on average tangible common equity	10.43		%	9.71		%	9.92		%	72		bp	51	bp
At end of period
Total assets	$	18,895,681		$	18,221,163		$	17,613,546		15		%	7	%
Total loans, excluding loans held-for-sale, excluding covered loans	$	13,749,996		$	13,133,160		$	12,516,892		19		%	10	%
Total loans, including loans held-for-sale, excluding covered loans	$	14,113,623		$	13,348,391		$	13,054,883		23		%	8	%
Total deposits	$	15,556,376		$	15,129,045		$	14,365,854		11		%	8	%
Total shareholders’ equity	$	1,998,235		$	1,940,143		$	1,836,660		12		%	9	%


(1)	Net revenue is net interest income plus non-interest income.


(2)	See “Supplemental Financial Measures/Ratios” for additional information on this performance measure/ratio.


(3)	The net overhead ratio is calculated by netting total non-interest expense and total non-interest income, annualizing this amount, and dividing by that period's average total assets. A lower ratio indicates a higher degree of efficiency.


(4)	The efficiency ratio is calculated by dividing total non-interest expense by tax-equivalent net revenue (less securities gains or losses). A lower ratio indicates more efficient revenue generation.


(5)	Period-end balance sheet percentage changes are annualized.

Certain returns, yields, performance ratios, or quarterly growth rates are “annualized” in this presentation to represent an annual time period. This is done for analytical purposes to better discern for decision-making purposes underlying performance trends when compared to full-year or year-over-year amounts. For example, a 5% growth rate for a quarter would represent an annualized 20% growth rate. Additional supplemental financial information showing quarterly trends can be found on the Company’s web site at www.wintrust.com by choosing “Financial Reports” under the “Investor Relations” heading, and then choosing “Supplemental Financial Information.”

Financial Performance Overview – Second Quarter 2014

For the second quarter of 2014, net interest income totaled $149.2 million, an increase of $5.2 million as compared to the first quarter of 2014 and an increase of $13.4 million as compared to the second quarter of 2013. The changes in net interest income on both a sequential and linked quarter basis are the result of the following:


•	Net interest income increased $5.2 million in the second quarter of 2014 compared to the first quarter of 2014, due to:


◦	An increase in total interest income of $5.2 million in the second quarter of 2014 compared to the first quarter of 2014 resulting primarily from significant loan growth, an increase in the yield on covered loans and one additional day in the quarter, partially offset by a decline in the yield on non-covered loans.


◦	Interest expense in the second quarter of 2014 compared to the first quarter of 2014 was relatively unchanged as the impact of one additional day in the quarter was offset by improvement in funding mix shown by a higher proportion of interest-bearing deposits in the current quarter.


•	Net interest income increased $13.4 million in the second quarter of 2014 compared to the second quarter of 2013, due to:

◦

Average loans, excluding covered loans, for the second quarter of 2014 increased by $1.2 billion compared to the second quarter of 2013. The growth in average loans, excluding covered loans, was partially offset by a one basis point decline in the yield on earning assets, resulting in an increase in total interest income of $9.9 million in the second quarter of 2014 compared to the prior year quarter.

◦

Funding mix improved as average demand deposits increased $501.2 million, average interest bearing deposits increased $518.0 million and average wholesale borrowings decreased by $98.4 million in the second quarter of 2014 compared to the second quarter of 2013. The change in funding mix resulted in a 12 basis point decrease in the yield on average interest bearing liabilities which created a $3.5 million decrease in interest expense.


◦	Combined, the increase in interest income of $9.9 million and the reduction of interest expense by $3.5 million created the $13.4 million increase in net interest income in the second quarter of 2014 compared to the second quarter of 2013.

The net interest margin, on a fully taxable equivalent basis, for the second quarter of 2014 was 3.62% compared to 3.61% for the first quarter of 2014 and 3.50% for the second quarter of 2013.

Non-interest income totaled $54.1 million in the second quarter of 2014, increasing $8.6 million, or 19%, compared to the first quarter of 2014 and decreasing $9.9 million, or 15%, compared to the second quarter of 2013. The increase in non-interest income in the second quarter of 2014 compared to the first quarter of 2014 is primarily attributable to an increase in mortgage banking and wealth management revenues. The decrease in non-interest income in the second quarter of 2014 compared to the second quarter of 2013 was primarily attributable to a decrease in mortgage banking revenues and trading losses partially offset by higher wealth management revenues.

Mortgage banking revenue increased $7.4 million when compared to the first quarter of 2014 and decreased $7.9 million when compared to the second quarter of 2013. The increase in mortgage banking revenue from the first quarter of 2014 primarily resulted from increased originations in the current quarter as the market rebounded from a general downturn in the mortgage banking business during the previous quarter, while the decrease in mortgage banking revenue compared to the second quarter of 2013 resulted primarily from lower originations due to a strong purchase and refinance market in the second quarter of 2013. Loans originated and sold to the secondary market were $912.4 million in the second quarter of 2014 compared to $527.3 million in the first quarter of 2014 and $1.1 billion in the second quarter of 2013 (see “Non-Interest Income” section later in this release for further detail).

Non-interest expense totaled $133.6 million in the second quarter of 2014, increasing $2.3 million, or 2%, compared to the first quarter of 2014 and increasing $5.4 million, or 4%, compared to the second quarter of 2013. The increase in the current quarter compared to the first quarter of 2014 can be primarily attributed to higher salary and employee benefit costs partially offset by a decrease in OREO and occupancy expenses. The increase in the second quarter of 2014 compared to the second quarter of 2013 was primarily attributable to higher salary and employee benefit costs and increased occupancy, equipment and marketing expenses. (see "Non-Interest Expense" section later in this release for further detail).

Financial Performance Overview – First Six Months of 2014

For the first six months of 2014, net interest income totaled $293.2 million, an increase of $26.6 million as compared to the first six months of 2013. The changes in net interest income on a linked quarter basis are the result of the following:


•	Net interest income increased $26.6 million in the first six months of 2014 compared to the first six months of 2013, due to:

◦

Average earning assets for the first six months of 2014 increased by $842.8 million compared to the first six months of 2013. This was comprised of average loan growth, excluding covered loans, of $1.1 billion, partially offset by a decrease of $204.7 million in the average balance of covered loans and a decrease of $50.8 million in the average balance of liquidity management assets. The growth in average total loans, excluding covered loans, included an increase of $527.2 million in commercial loans, $296.1 million in commercial real estate loans, $231.7 in commercial premium finance receivables and $184.2 million in life insurance premium finance receivables, partially offset by a decrease of $136.9 million in mortgage loans held-for-sale and a decrease of $7.1 million in home equity and other loans.


◦	The average earning asset growth of $842.8 million in the first six months of 2014 and a three basis point improvement in yield on earning assets, resulted in an increase in total interest income of $18.9 million in the first six months of 2014 compared to the first six months of 2013.

◦

Funding mix improved as average demand deposits increased $468.8 million, average interest bearing deposits increased $391.6 million and average wholesale borrowings decreased $95.4 million in the first six months of 2014 compared to the first six months of 2013. The change in funding resulted in a 14 basis point decrease in the yield on average interest bearing liabilities which created a $7.7 million decrease in interest expense.


◦	Combined, the increase in interest income of $18.9 million and the reduction of interest expense by $7.7 million created the $26.6 million increase in net interest income in the first six months of 2014 compared to the first six months of 2013.

The net interest margin, on a fully taxable equivalent basis, for the first six months of 2014 was 3.61%, compared to 3.46% for the first six months of 2013.

Non-interest income totaled $99.6 million in the first six months of 2014, decreasing $21.7 million, or 18%, compared to the first six months of 2013. The decrease in non-interest income in the first six months of 2014 compared to the first six months of 2013 was primarily attributable to a decrease in mortgage banking revenues and trading losses, partially offset by higher wealth management revenues.

Mortgage banking revenue decreased $21.6 million when compared to the first six months of 2013. The decrease in mortgage banking revenue from the first six months of 2014 compared to the first six months of 2013 resulted primarily from decreased originations due to the more favorable mortgage banking environment in the first six months of 2013. Loans originated and sold to the secondary market were $1.4 billion in the first six months of 2014 compared to $2.0 billion in the first six months of 2013 (see “Non-Interest Income” section later in this release for further detail).

Non-interest expense totaled $264.9 million in the first six months of 2014, increasing $16.6 million, or 7%, compared to the first six months of 2013. The increase compared to the first six months of 2013 was primarily attributable to higher OREO costs along with increases to salary, occupancy, and equipment expenses. (see "Non-Interest Expense" section later in this release for further detail).

Financial Performance Overview – Credit Quality

The ratio of non-performing assets to total assets was 0.79% as of June 30, 2014 and March 31, 2014, and 1.02% at June 30, 2013. Non-performing assets, excluding covered assets, totaled $148.5 million at June 30, 2014, compared to $144.7 million at March 31, 2014 and $179.5 million at June 30, 2013.

Non-performing loans, excluding covered loans, totaled $88.7 million, or 0.64% of total loans, at June 30, 2014, compared to $90.1 million, or 0.69% of total loans, at March 31, 2014 and $121.5 million, or 0.97% of total loans, at June 30, 2013. Compared to March 31, 2014, non-performing loans, excluding covered loans, decreased primarily as a result of a $5.7 million and $1.5 million decrease in non-performing loans within the commercial and home equity loan portfolios, respectively, partially offset by a $2.9 million increase in non-performing loans within the commercial real-estate loan portfolio. The decrease in non-performing loans, excluding covered loans, compared to June 30, 2013 is primarily the result of a $21.5 million decrease in the commercial real-estate loan portfolio, a $10.8 million decrease in the commercial loan portfolio and a $6.5 million decrease in the home equity

loan portfolio, partially offset by a $5.1 million increase in the residential real-estate loan portfolio. OREO, excluding covered OREO, of $59.6 million at June 30, 2014 increased $5.5 million compared to $54.1 million at March 31, 2014 and increased $2.6 million compared to $57.0 million at June 30, 2013. The increase in OREO during the second quarter of 2014 compared to both periods is partly attributable to the transfer to OREO of certain loans acquired in prior bank acquisitions totaling $2.8 million.

The provision for credit losses, excluding the provision for covered loan losses, totaled $6.8 million for the second quarter of 2014 compared to $3.3 million for the first quarter of 2014 and $15.1 million for the second quarter of 2013. The increase in the second quarter of 2014 compared to the first quarter of 2014 is partly attributable to additional provision related to the $616.8 million in loan growth during the period.

Net charge-offs as a percentage of loans, excluding covered loans, for the second quarter of 2014 totaled 19 basis points on an annualized basis compared to 24 basis points on an annualized basis in the first quarter of 2014 and 59 basis points on an annualized basis in the second quarter of 2013. Net charge-offs decreased in the second quarter of 2014 compared to the first quarter of 2014 primarily as a result of a $2.3 million decrease in net charge-offs within the commercial real-estate loan portfolio and a $1.4 million decrease within the home equity loan portfolio, partially offset by a $1.8 million increase within the commercial loan portfolio. Compared to the second quarter of 2013, net charge-offs decreased primarily as a result of a $12.4 million decrease in net charge-offs within the commercial real-estate loan portfolio and a $1.0 million decrease within the home equity loan portfolio, partially offset by a $1.3 million increase within the commercial loan portfolio.

Excluding the allowance for covered loan losses, the allowance for credit losses remained relatively unchanged at June 30, 2014 compared to March 31, 2014, totaling $93.1 million, or 0.68% of total loans, at June 30, 2014 compared to $93.0 million, or 0.71% of total loans at March 31, 2014. At June 30, 2013, the allowance for credit losses, excluding the allowance for covered loan losses, totaled $110.4 million, or 0.88% of total loans. The allowance for unfunded lending-related commitments totaled $884,000 as of June 30, 2014 compared to $737,000 as of March 31, 2014 and $3.6 million as of June 30, 2013. The decrease from June 30, 2013 to June 30, 2014 was partially attributable to a decrease in the allowance for unfunded lending-related commitments during the period primarily as a result of the funding of one letter of credit in the third quarter of 2013 and the expiration of one letter of credit in fourth quarter of 2013.

Financial Performance Overview – Earnings Per Share

The following table shows the computation of basic and diluted earnings per share for the periods indicated:



		Three Months Ended						Six Months Ended
(In thousands, except per share data)		June 30, 2014		March 31, 2014		June 30, 2013		June 30, 2014		June 30, 2013
Net income		$	38,541	$	34,500	$	34,307	$	73,041	$	66,359
Less: Preferred stock dividends and discount accretion		1,581		1,581		2,617		3,162		5,233
Net income applicable to common shares—Basic	(A)	36,960		32,919		31,690		69,879		61,126
Add: Dividends on convertible preferred stock, if dilutive		1,581		1,581		2,581		3,162		5,162
Net income applicable to common shares—Diluted	(B)	38,541		34,500		34,271		73,041		66,288
Weighted average common shares outstanding	(C)	46,520		46,195		37,486		46,358		37,231
Effect of dilutive potential common shares:
Common stock equivalents		1,327		1,434		7,334		1,381		7,343
Convertible preferred stock, if dilutive		3,075		3,075		5,020		3,075		5,020
Weighted average common shares and effect of dilutive potential common shares	(D)	50,922		50,704		49,840		50,814		49,594
Net income per common share:
Basic	(A/C)	$	0.79	$	0.71	$	0.85	$	1.51	$	1.64
Diluted	(B/D)	$	0.76	$	0.68	$	0.69	$	1.44	$	1.34

Potentially dilutive common shares can result from stock options, restricted stock unit awards, stock warrants, the Company’s convertible preferred stock, tangible equity unit shares and shares to be issued under the Employee Stock Purchase Plan and the Directors Deferred Fee and Stock Plan, being treated as if they had been either exercised or issued, computed by application of the treasury stock method. While potentially dilutive common shares are typically included in the computation of diluted earnings per share, potentially dilutive common shares are excluded from this computation in periods in which the effect would reduce the loss per share or increase the income per share. For diluted earnings per share, net income applicable to common shares can be affected by the conversion of the Company’s convertible preferred stock. Where the effect of this conversion would reduce the loss per share or increase the income per share, net income applicable to common shares is not adjusted by the associated preferred dividends.

WINTRUST FINANCIAL CORPORATION

Selected Financial Highlights



	Three Months Ended									Six Months Ended
(Dollars in thousands, except per share data)	June 30, 2014			March 31, 2014			June 30, 2013			June 30, 2014			June 30, 2013
Selected Financial Condition Data (at end of period):
Total assets	$	18,895,681		$	18,221,163		$	17,613,546
Total loans, excluding covered loans	13,749,996			13,133,160			12,516,892
Total deposits	15,556,376			15,129,045			14,365,854
Junior subordinated debentures	249,493			249,493			249,943
Total shareholders’ equity	1,998,235			1,940,143			1,836,660
Selected Statements of Income Data:
Net interest income	$	149,180		$	144,006		$	135,824		$	293,186		226,537
Net revenue ⁽¹⁾	203,282			189,535			199,819			392,817			387,911
Net income	38,541			34,500			34,307			73,041			66,359
Net income per common share – Basic	$	0.79		$	0.71		$	0.85		$	1.51		$	1.64
Net income per common share – Diluted	$	0.76		$	0.68		$	0.69		$	1.44		$	1.34
Selected Financial Ratios and Other Data:
Performance Ratios:
Net interest margin ⁽²⁾	3.62		%	3.61		%	3.50		%	3.61		%	3.46		%
Non-interest income to average assets	1.19		%	1.03		%	1.49		%	1.11		%	1.42		%
Non-interest expense to average assets	2.93		%	2.96		%	2.97		%	2.94		%	2.90		%
Net overhead ratio ⁽²⁾ ⁽³⁾	1.74		%	1.93		%	1.49		%	1.84		%	1.48		%
Efficiency ratio ^{(2) (4)}	65.36		%	69.02		%	63.97		%	67.12		%	63.88		%
Return on average assets	0.84		%	0.78		%	0.80		%	0.81		%	0.77		%
Return on average common equity	8.03		%	7.43		%	7.55		%	7.74		%	7.42		%
Return on average tangible common equity ⁽²⁾	10.43		%	9.71		%	9.92		%	10.08		%	9.75		%
Average total assets	$	18,302,942		$	17,980,943		$	17,283,985		$	18,142,832		$	17,270,489
Average total shareholders’ equity	1,971,656			1,923,649			1,859,265			1,947,785			1,838,810
Average loans to average deposits ratio (excluding covered loans)	90.4		%	89.4		%	88.7		%	89.9		%	87.7		%
Average loans to average deposits ratio (including covered loans)	92.3		%	91.6		%	92.2		%	92.0		%	91.3		%
Common Share Data at end of period:
Market price per common share	$	46.00		$	48.66		$	38.28
Book value per common share ⁽²⁾	$	40.21		$	39.21		$	37.84
Tangible common book value per share ⁽²⁾	$	31.64		$	30.74		$	29.25
Common shares outstanding	46,552,905			46,258,960			37,725,143
Other Data at end of period:⁽⁸⁾
Leverage Ratio ⁽⁵⁾	10.4		%	10.4		%	10.4		%
Tier 1 capital to risk-weighted assets ⁽⁵⁾	11.7		%	12.0		%	12.0		%
Total capital to risk-weighted assets ⁽⁵⁾	13.2		%	12.6		%	12.9		%
Tangible common equity ratio (TCE) ⁽²⁾⁽⁷⁾	8.0		%	8.0		%	7.4		%
Tangible common equity ratio, assuming full conversion of preferred stock ^{(2) (7)}	8.7		%	8.7		%	8.5		%
Allowance for credit losses ⁽⁶⁾	$	93,137		$	93,012		$	110,405
Non-performing loans	$	88,650		$	90,124		$	121,485
Allowance for credit losses to total loans ⁽⁶⁾	0.68		%	0.71		%	0.88		%
Non-performing loans to total loans	0.64		%	0.69		%	0.97		%
Number of:
Bank subsidiaries	15			15			15
Non-bank subsidiaries	8			8			8
Banking offices	127			126			117


(1)	Net revenue includes net interest income and non-interest income


(2)	See “Supplemental Financial Measures/Ratios” for additional information on this performance measure/ratio.


(3)	The net overhead ratio is calculated by netting total non-interest expense and total non-interest income, annualizing this amount, and dividing by that period’s total average assets. A lower ratio indicates a higher degree of efficiency.


(4)	The efficiency ratio is calculated by dividing total non-interest expense by tax-equivalent net revenue (less securities gains or losses). A lower ratio indicates more efficient revenue generation.


(5)	Capital ratios for current quarter-end are estimated.


(6)	The allowance for credit losses includes both the allowance for loan losses and the allowance for unfunded lending-related commitments, but excludes the allowance for covered loan losses.


(7)	Total shareholders’ equity minus preferred stock and total intangible assets divided by total assets minus total intangible assets.


(8)	Asset quality ratios exclude covered loans.

WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CONDITION



(In thousands)	(Unaudited) June 30, 2014			December 31, 2013			(Unaudited) June 30, 2013
Assets
Cash and due from banks	$	349,013		$	253,408		$	224,286
Federal funds sold and securities purchased under resale agreements	7,965			10,456			9,013
Interest-bearing deposits with other banks	506,871			495,574			440,656
Available-for-sale securities, at fair value	1,824,240			2,176,290			1,843,824
Trading account securities	2,234			497			659
Federal Home Loan Bank and Federal Reserve Bank stock, at cost	84,531			79,261			79,354
Brokerage customer receivables	28,199			30,953			26,214
Mortgage loans held-for-sale	363,627			334,327			537,991
Loans, net of unearned income, excluding covered loans	13,749,996			12,896,602			12,516,892
Covered loans	275,154			346,431			454,602
Total loans	14,025,150			13,243,033			12,971,494
Less: Allowance for loan losses	92,253			96,922			106,842
Less: Allowance for covered loan losses	1,667			10,092			14,429
Net loans	13,931,230			13,136,019			12,850,223
Premises and equipment, net	535,281			531,947			512,928
FDIC indemnification asset	46,115			85,672			137,681
Accrued interest receivable and other assets	525,394			569,619			573,709
Trade date securities receivable	292,366			—			—
Goodwill	381,721			374,547			356,871
Other intangible assets	16,894			19,213			20,137
Total assets	$	18,895,681		$	18,097,783		$	17,613,546
Liabilities and Shareholders’ Equity
Deposits:
Non-interest bearing	$	3,072,430		$	2,721,771		$	2,450,659
Interest bearing	12,483,946			11,947,018			11,915,195
Total deposits	15,556,376			14,668,789			14,365,854
Notes payable	—			364			1,729
Federal Home Loan Bank advances	580,582			417,762			585,942
Other borrowings	43,716			254,740			252,776
Subordinated notes	140,000			—			10,000
Junior subordinated debentures	249,493			249,493			249,493
Trade date securities payable	—			303,088			577
Accrued interest payable and other liabilities	327,279			302,958			310,515
Total liabilities	16,897,446			16,197,194			15,776,886
Shareholders’ Equity:
Preferred stock	126,467			126,477			176,476
Common stock	46,627			46,181			37,985
Surplus	1,125,551			1,117,032			1,066,796
Treasury stock	(3,449		)	(3,000		)	(8,214		)
Retained earnings	737,542			676,935			612,821
Accumulated other comprehensive loss	(34,503		)	(63,036		)	(49,204		)
Total shareholders’ equity	1,998,235			1,900,589			1,836,660
Total liabilities and shareholders’ equity	$	18,895,681		$	18,097,783		$	17,613,546

WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)



	Three Months Ended								Six months ended
(In thousands, except per share data)	June 30, 2014			March 31, 2014			June 30, 2013		June 30, 2014			June 30, 2013
Interest income
Interest and fees on loans	$	151,984		$	147,030		$	145,983	$	299,014		$	288,097
Interest bearing deposits with banks	319			249			411		568			980
Federal funds sold and securities purchased under resale agreements	6			4			4		10			19
Securities	13,309			13,114			9,359		26,423			18,111
Trading account securities	5			9			8		14			13
Federal Home Loan Bank and Federal Reserve Bank stock	727			711			693		1,438			1,377
Brokerage customer receivables	200			209			188		409			362
Total interest income	166,550			161,326			156,646		327,876			308,959
Interest expense
Interest on deposits	11,759			11,923			13,675		23,682			28,179
Interest on Federal Home Loan Bank advances	2,705			2,643			2,821		5,348			5,585
Interest on notes payable and other borrowings	510			750			1,132		1,260			2,286
Interest on subordinated notes	354			—			52		354			111
Interest on junior subordinated debentures	2,042			2,004			3,142		4,046			6,261
Total interest expense	17,370			17,320			20,822		34,690			42,422
Net interest income	149,180			144,006			135,824		293,186			266,537
Provision for credit losses	6,660			1,880			15,382		8,540			31,069
Net interest income after provision for credit losses	142,520			142,126			120,442		284,646			235,468
Non-interest income
Wealth management	18,222			16,813			15,892		35,035			30,720
Mortgage banking	23,804			16,428			31,734		40,232			61,879
Service charges on deposit accounts	5,688			5,346			5,035		11,034			9,828
(Losses) gains on available-for-sale securities, net	(336		)	(33		)	2		(369		)	253
Fees from covered call options	1,244			1,542			993		2,786			2,632
Trading (losses) gains, net	(743		)	(652		)	3,260		(1,395		)	2,825
Other	6,223			6,085			7,079		12,308			13,237
Total non-interest income	54,102			45,529			63,995		99,631			121,374
Non-interest expense
Salaries and employee benefits	81,963			79,934			79,225		161,897			156,738
Equipment	7,223			7,403			6,413		14,626			12,597
Occupancy, net	9,850			10,993			8,707		20,843			17,560
Data processing	4,543			4,715			4,358		9,258			8,957
Advertising and marketing	3,558			2,816			2,722		6,374			4,762
Professional fees	4,046			3,454			4,191		7,500			7,412
Amortization of other intangible assets	1,156			1,163			1,164		2,319			2,284
FDIC insurance	3,196			2,951			3,003		6,147			6,447
OREO expense, net	2,490			3,976			2,284		6,466			664
Other	15,566			13,910			16,120		29,476			30,885
Total non-interest expense	133,591			131,315			128,187		264,906			248,306
Income before taxes	63,031			56,340			56,250		119,371			108,536
Income tax expense	24,490			21,840			21,943		46,330			42,177
Net income	$	38,541		$	34,500		$	34,307	$	73,041		$	66,359
Preferred stock dividends and discount accretion	$	1,581		$	1,581		$	2,617	$	3,162		$	5,233
Net income applicable to common shares	$	36,960		$	32,919		$	31,690	$	69,879		$	61,126
Net income per common share - Basic	$	0.79		$	0.71		$	0.85	$	1.51		$	1.64
Net income per common share - Diluted	$	0.76		$	0.68		$	0.69	$	1.44		$	1.34
Cash dividends declared per common share	$	0.10		$	0.10		$	—	$	0.20		$	0.09
Weighted average common shares outstanding	46,520			46,195			37,486		46,358			37,231
Dilutive potential common shares	4,402			4,509			12,354		4,456			12,363
Average common shares and dilutive common shares	50,922			50,704			49,840		50,814			49,594

SUPPLEMENTAL FINANCIAL MEASURES/RATIOS

The accounting and reporting policies of Wintrust conform to generally accepted accounting principles (“GAAP”) in the United States and prevailing practices in the banking industry. However, certain non-GAAP performance measures and ratios are used by management to evaluate and measure the Company’s performance. These include taxable-equivalent net interest income (including its individual components), net interest margin (including its individual components), the efficiency ratio, tangible common equity ratio, tangible common book value per share and return on average tangible common equity. Management believes that these measures and ratios provide users of the Company’s financial information a more meaningful view of the performance of the interest-earning assets and interest-bearing liabilities and of the Company’s operating efficiency. Other financial holding companies may define or calculate these measures and ratios differently.

Management reviews yields on certain asset categories and the net interest margin of the Company and its banking subsidiaries on a fully taxable-equivalent (“FTE”) basis. In this non-GAAP presentation, net interest income is adjusted to reflect tax-exempt interest income on an equivalent before-tax basis. This measure ensures comparability of net interest income arising from both taxable and tax-exempt sources. Net interest income on a FTE basis is also used in the calculation of the Company’s efficiency ratio. The efficiency ratio, which is calculated by dividing non-interest expense by total taxable-equivalent net revenue (less securities gains or losses), measures how much it costs to produce one dollar of revenue. Securities gains or losses are excluded from this calculation to better match revenue from daily operations to operational expenses. Management considers the tangible common equity ratio and tangible book value per common share as useful measurements of the Company’s equity. The Company references the return on average tangible common equity as a measurement of profitability.

The following table presents a reconciliation of certain non-GAAP performance measures and ratios used by the Company to evaluate and measure the Company’s performance to the most directly comparable GAAP financial measures for the last five quarters.



	Three Months Ended															Six Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,			June 30,			June 30,
(Dollars and shares in thousands)	2014			2014			2013			2013			2013			2014			2013
Calculation of Net Interest Margin and Efficiency Ratio
(A) Interest Income (GAAP)	$	166,550		$	161,326		$	160,582		$	161,168		$	156,646		$	327,876		$	308,959
Taxable-equivalent adjustment:
- Loans	281			231			226			241			225			511			375
- Liquidity Management Assets	489			455			347			361			356			944			699
- Other Earning Assets	2			4			(1		)	7			4			6			5
Interest Income - FTE	$	167,322		$	162,016		$	161,154		$	161,777		$	157,231		$	329,337		$	310,038
(B) Interest Expense (GAAP)	17,370			17,320			18,274			19,386			20,822			34,690			42,422
Net interest income - FTE	$	149,952		$	144,696		$	142,880		$	142,391		$	136,409		$	294,647		$	267,616
(C) Net Interest Income (GAAP) (A minus B)	$	149,180		$	144,006		$	142,308		$	141,782		$	135,824		$	293,186		$	266,537
(D) Net interest margin (GAAP)	3.60		%	3.59		%	3.51		%	3.55		%	3.49		%	3.59		%	3.44		%
Net interest margin - FTE	3.62		%	3.61		%	3.53		%	3.57		%	3.50		%	3.61		%	3.46		%
(E) Efficiency ratio (GAAP)	65.61		%	69.27		%	66.15		%	64.80		%	64.15		%	67.37		%	64.05		%
Efficiency ratio - FTE	65.36		%	69.02		%	65.95		%	64.60		%	63.97		%	67.12		%	63.88		%
(F) Net Overhead Ratio (GAAP)	1.74		%	1.93		%	1.79		%	1.65		%	1.49		%	1.84		%	1.48		%
Calculation of Tangible Common Equity ratio (at period end)
Total shareholders’ equity	$	1,998,235		$	1,940,143		$	1,900,589		$	1,873,566		$	1,836,660
(G) Less: Preferred stock	(126,467		)	(126,477		)	(126,477		)	(126,500		)	(176,476		)
Less: Intangible assets	(398,615		)	(391,775		)	(393,760		)	(376,291		)	(377,008		)
(H) Total tangible common shareholders’ equity	$	1,473,153		$	1,421,891		$	1,380,352		$	1,370,775		$	1,283,176
Total assets	$	18,895,681		$	18,221,163		$	18,097,783		$	17,682,548		$	17,613,546
Less: Intangible assets	(398,615		)	(391,775		)	(393,760		)	(376,291		)	(377,008		)
(I) Total tangible assets	$	18,497,066		$	17,829,388		$	17,704,023		$	17,306,257		$	17,236,538
Tangible common equity ratio (H/I)	8.0		%	8.0		%	7.8		%	7.9		%	7.4		%
Tangible common equity ratio, assuming full conversion of preferred stock ((H-G)/I)	8.7		%	8.7		%	8.5		%	8.7		%	8.5		%
Calculation of book value per share
Total shareholders’ equity	$	1,998,235		$	1,940,143		$	1,900,589		$	1,873,566		$	1,836,660
Less: Preferred stock	(126,467		)	(126,477		)	(126,477		)	(126,500		)	(176,476		)
(J) Total common equity	$	1,871,768		$	1,813,666		$	1,774,112		$	1,747,066		$	1,660,184
Actual common shares outstanding	46,553			46,259			46,117			39,731			37,725
Add: TEU conversion shares	—			—			—			6,133			6,145
(K) Common shares used for book value calculation	46,553			46,259			46,117			45,864			43,870
Book value per share (J/K)	$	40.21		$	39.21		$	38.47		$	38.09		$	37.84
Tangible common book value per share (H/K)	$	31.64		$	30.74		$	29.93		$	29.89		$	29.25
Calculation of return on average common equity
(L) Net income applicable to common shares	36,960			32,919			33,707			33,982			31,690			69,879			61,126
Add: After-tax intangible asset amortization	708			712			726			705			710			1,418			1,395
(M) Tangible net income applicable to common shares	37,668			33,631			34,433			34,687			32,400			71,297			62,521
Total average shareholders' equity	1,971,656			1,923,649			1,895,498			1,853,122			1,859,265			1,947,785			1,838,810
Less: Average preferred stock	(126,473		)	(126,477		)	(126,484		)	(136,278		)	(176,454		)	(126,475		)	(176,438		)
(N) Total average common shareholders' equity	1,845,183			1,797,172			1,769,014			1,716,844			1,682,811			1,821,310			1,662,372
Less: Average intangible assets	(396,425		)	(392,703		)	(391,791		)	(376,667		)	(372,796		)	(394,574		)	(369,171		)
(O) Total average tangible common shareholders’ equity	1,448,758			1,404,469			1,377,223			1,340,177			1,310,015			1,426,736			1,293,201
Return on average common equity, annualized (L/N)	8.03		%	7.43		%	7.56		%	7.85		%	7.55		%	7.74		%	7.42		%
Return on average tangible common equity, annualized (M/O)	10.43		%	9.71		%	9.92		%	10.27		%	9.92		%	10.08		%	9.75		%

LOANS

Loan Portfolio Mix and Growth Rates



										% Growth
(Dollars in thousands)	June 30, 2014			December 31, 2013			June 30, 2013			From ⁽¹⁾ December 31, 2013		From June 30, 2013
Balance:
Commercial	$	3,640,430		$	3,253,687		$	3,119,931		24	%	17	%
Commercial real-estate	4,353,472			4,230,035			4,094,628			6		6
Home equity	713,642			719,137			758,260			(2	)	(6	)
Residential real-estate	451,905			434,992			384,961			8		17
Premium finance receivables - commercial	2,378,529			2,167,565			2,165,734			20		10
Premium finance receivables - life insurance	2,051,645			1,923,698			1,821,147			13		13
Consumer and other⁽²⁾	160,373			167,488			172,231			(9	)	(7	)
Total loans, net of unearned income, excluding covered loans	$	13,749,996		$	12,896,602		$	12,516,892		13	%	10	%
Covered loans	275,154			346,431			454,602			(41	)	(39	)
Total loans, net of unearned income	$	14,025,150		$	13,243,033		$	12,971,494		12	%	8	%
Mix:
Commercial	26		%	25		%	24		%
Commercial real-estate	31			32			31
Home equity	5			5			6
Residential real-estate	3			3			3
Premium finance receivables - commercial	17			16			16
Premium finance receivables - life insurance	15			15			14
Consumer and other⁽²⁾	1			1			2
Total loans, net of unearned income, excluding covered loans	98		%	97		%	96		%
Covered loans	2			3			4
Total loans, net of unearned income	100		%	100		%	100		%


(1)	Annualized


(2)	Includes autos, boats, snowmobiles and other indirect consumer loans.




As of June 30, 2014			% of Total Balance		Nonaccrual		> 90 Days Past Due and Still Accruing		Allowance For Loan Losses Allocation

(Dollars in thousands)	Balance
Commercial:
Commercial and industrial	$	2,012,480	25.2	%	$	6,216	$	—	$	16,237
Franchise	223,456		2.8		—		—		1,888
Mortgage warehouse lines of credit	148,211		1.9		—		—		1,229
Community Advantage - homeowner associations	94,009		1.2		—		—		—
Aircraft	7,847		0.1		—		—		10
Asset-based lending	778,344		9.7		295		—		5,562
Tax exempt	208,913		2.6		—		—		1,017
Leases	144,435		1.8		—		—		6
Other	9,792		0.1		—		—		78
PCI - commercial loans ⁽¹⁾	12,943		0.2		—		1,452		11
Total commercial	$	3,640,430	45.6	%	$	6,511	$	1,452	$	26,038
Commercial Real-Estate:
Residential construction	$	29,959	0.4	%	$	—	$	—	$	500
Commercial construction	155,059		1.9		839		—		2,184
Land	105,927		1.3		2,367		—		3,084
Office	667,917		8.4		10,950		—		7,442
Industrial	617,640		7.7		5,097		—		4,577
Retail	697,095		8.7		6,909		—		6,467
Multi-family	636,169		8.0		689		—		4,302
Mixed use and other	1,378,439		17.2		9,470		309		12,146
PCI - commercial real-estate ⁽¹⁾	65,267		0.8		—		15,682		—
Total commercial real-estate	$	4,353,472	54.4	%	$	36,321	$	15,991	$	40,702
Total commercial and commercial real-estate	$	7,993,902	100.0	%	$	42,832	$	17,443	$	66,740

Commercial real-estate - collateral location by state:
Illinois	$	3,661,706	84.1	%
Wisconsin	374,486		8.6
Total primary markets	$	4,036,192	92.7	%
Florida	64,473		1.5
Arizona	15,330		0.4
Indiana	93,708		2.2
Other (no individual state greater than 0.5%)	143,769		3.2
Total	$	4,353,472	100.0	%


(1)	Purchased credit impaired ("PCI") 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.

DEPOSITS

Deposit Portfolio Mix and Growth Rates



										% Growth
(Dollars in thousands)	June 30, 2014			December 31, 2013			June 30, 2013			From ⁽¹⁾ December 31, 2013		From June 30, 2013
Balance:
Non-interest bearing	$	3,072,430		$	2,721,771		$	2,450,659		26	%	25	%
NOW	2,002,868			1,953,882			2,147,004			5		(7	)
Wealth Management deposits ⁽²⁾	1,220,102			1,013,850			1,083,897			41		13
Money Market	3,591,540			3,359,999			3,037,354			14		18
Savings	1,427,222			1,392,575			1,304,619			5		9
Time certificates of deposit	4,242,214			4,226,712			4,342,321			1		(2	)
Total deposits	$	15,556,376		$	14,668,789		$	14,365,854		12	%	8	%
Mix:
Non-interest bearing	20		%	19		%	17		%
NOW	13			13			15
Wealth Management deposits ⁽²⁾	8			7			8
Money Market	23			23			21
Savings	9			9			9
Time certificates of deposit	27			29			30
Total deposits	100		%	100		%	100		%


(1)	Annualized


(2)	Represents deposit balances of the Company’s subsidiary banks from brokerage customers of Wayne Hummer Investments, trust and asset management customers of The Chicago Trust Company and brokerage customers from unaffiliated companies which have been placed into deposit accounts of the Banks.

Time Certificates of Deposit

Maturity/Re-pricing Analysis

As of June 30, 2014



(Dollars in thousands)	CDARs & Brokered Certificates of Deposit ⁽¹⁾		MaxSafe Certificates of Deposit ⁽¹⁾		Variable Rate Certificates of Deposit ⁽²⁾		Other Fixed Rate Certificates of Deposit ⁽¹⁾		Total Time Certificates of Deposit		Weighted-Average Rate of Maturing Time Certificates of Deposit ⁽³⁾
1-3 months	$	23,246	$	92,928	$	154,609	$	607,886	$	878,669	0.49	%
4-6 months	75,000		58,689		—		531,492		665,181		0.54	%
7-9 months	95,661		35,954		—		435,204		566,819		0.97	%
10-12 months	69,394		27,046		—		479,141		575,581		0.77	%
13-18 months	38,477		35,573		—		523,652		597,702		0.99	%
19-24 months	36,300		6,735		—		201,292		244,327		0.94	%
24+ months	204,713		18,559		—		490,663		713,935		1.16	%
Total	$	542,791	$	275,484	$	154,609	$	3,269,330	$	4,242,214	0.81	%


(1)	This category of certificates of deposit is shown by contractual maturity date.


(2)	This category includes variable rate certificates of deposit and savings certificates with the majority repricing on at least a monthly basis.


(3)	Weighted-average rate excludes the impact of purchase accounting fair value adjustments.

NET INTEREST INCOME

The following table presents a summary of Wintrust’s average balances, net interest income and related net interest margins, calculated on a fully tax-equivalent basis, for the second quarter of 2014 compared to the first quarter of 2014 (sequential quarters) and second quarter of 2013 (linked quarters), respectively:



	Average Balance for three months ended,									Interest for three months ended,						Yield/Rate for three months ended,
(Dollars in thousands)	June 30, 2014			March 31, 2014			June 30, 2013			June 30, 2014		March 31, 2014		June 30, 2013		June 30, 2014		March 31, 2014		June 30, 2013
Liquidity management assets^(1)(2)(7)	$	2,607,980		$	2,646,720		$	2,560,118		$	14,850	$	14,533	$	10,823	2.28	%	2.23	%	1.70	%
Other earning assets^(2)(3)(7)	27,463			28,925			25,775			207		222		201		3.02		3.12		3.13
Loans, net of unearned income^(2)(4)(7)	13,710,535			13,278,122			12,546,676			145,169		140,320		137,139		4.25		4.29		4.38
Covered loans	292,553			325,885			491,603			7,096		6,941		9,068		9.73		8.64		7.40
Total earning assets⁽⁷⁾	$	16,638,531		$	16,279,652		$	15,624,172		$	167,322	$	162,016	$	157,231	4.03	%	4.04	%	4.04	%
Allowance for loan and covered loan losses	(98,255		)	(110,304		)	(126,455		)
Cash and due from banks	232,716			223,324			225,712
Other assets	1,529,950			1,588,271			1,560,556
Total assets	$	18,302,942		$	17,980,943		$	17,283,985

Interest-bearing deposits	$	12,284,444		$	12,121,185		$	11,766,422		$	11,759	$	11,923	$	13,675	0.38	%	0.40	%	0.47	%
Federal Home Loan Bank advances	446,778			388,975			434,572			2,705		2,643		2,821		2.43		2.76		2.60
Notes payable and other borrowings	148,135			244,950			273,255			510		750		1,132		1.38		1.24		1.66
Subordinated notes	27,692			—			13,187			354		—		52		5.06		—		1.58
Junior subordinated notes	249,493			249,493			249,493			2,042		2,004		3,142		3.24		3.21		4.98
Total interest-bearing liabilities	$	13,156,542		$	13,004,603		$	12,736,929		$	17,370	$	17,320	$	20,822	0.53	%	0.54	%	0.65	%
Non-interest bearing deposits	2,880,501			2,726,872			2,379,315
Other liabilities	294,243			325,819			308,476
Equity	1,971,656			1,923,649			1,859,265
Total liabilities and shareholders’ equity	$	18,302,942		$	17,980,943		$	17,283,985
Interest rate spread⁽⁵⁾⁽⁷⁾																3.50	%	3.50	%	3.39	%
Net free funds/contribution⁽⁶⁾	$	3,481,989		$	3,275,049		$	2,887,243								0.12	%	0.11	%	0.11	%
Net interest income/ margin⁽⁷⁾										$	149,952	$	144,696	$	136,409	3.62	%	3.61	%	3.50	%


(1)	Liquidity management assets include available-for-sale securities, interest earning deposits with banks, federal funds sold and securities purchased under resale agreements.


(2)	Interest income on tax-advantaged loans, trading securities and securities reflects a tax-equivalent adjustment based on a marginal federal corporate tax rate of 35%. The total adjustments for the three months ended June 30, 2014, March 31, 2014 and June 30, 2013 were $772,000, $690,000 and $585,000, respectively.


(3)	Other earning assets include brokerage customer receivables and trading account securities.


(4)	Loans, net of unearned income, include loans held-for-sale and non-accrual loans.


(5)	Interest rate spread is the difference between the yield earned on earning assets and the rate paid on interest-bearing liabilities.


(6)	Net free funds are the difference between total average earning assets and total average interest-bearing liabilities. The estimated contribution to net interest margin from net free funds is calculated using the rate paid for total interest-bearing liabilities.


(7)	See “Supplemental Financial Measures/Ratios” for additional information on this performance ratio.

The following table presents a summary of Wintrust's average balances, net interest income and related net interest margins, calculated on a fully tax-equivalent basis, for the six months ended June 30, 2014 compared to the six months ended June 30, 2013:



	Average Balance for six months ended,						Interest for six months ended,				Yield/Rate for six months ended,
(Dollars in thousands)	June 30, 2014			June 30, 2013			June 30, 2014		June 30, 2013		June 30, 2014		June 30, 2013
Liquidity management assets^(1)(2)(7)	$	2,627,243		$	2,678,059		$	29,383	$	21,186	2.26	%	1.60	%
Other earning assets^(2)(3)(7)	28,190			24,995			429		381		3.07		3.07
Loans, net of unearned income^(2)(4)(7)	13,495,523			12,400,429			285,489		268,879		4.27		4.37
Covered loans	309,127			513,820			14,036		19,592		9.16		7.69
Total earning assets⁽⁷⁾	$	16,460,083		$	15,617,303		$	329,337	$	310,038	4.03	%	4.00	%
Allowance for loan and covered loan losses	(104,247		)	(125,841		)
Cash and due from banks	228,046			221,552
Other assets	1,558,950			1,557,475
Total assets	$	18,142,832		$	17,270,489

Interest-bearing deposits	$	12,203,266		$	11,811,659		$	23,682	$	28,179	0.39	%	0.48	%
Federal Home Loan Bank advances	418,036			424,389			5,348		5,585		2.58		2.65
Notes payable and other borrowings	196,274			285,137			1,260		2,286		1.29		1.62
Subordinated notes	13,923			14,088			354		111		5.06		1.57
Junior subordinated notes	249,493			249,493			4,046		6,261		3.23		4.99
Total interest-bearing liabilities	$	13,080,992		$	12,784,766		$	34,690	$	42,422	0.53	%	0.67	%
Non-interest bearing deposits	2,804,111			2,335,265
Other liabilities	309,944			311,648
Equity	1,947,785			1,838,810
Total liabilities and shareholders’ equity	$	18,142,832		$	17,270,489
Interest rate spread⁽⁵⁾⁽⁷⁾											3.50	%	3.33	%
Net free funds/contribution⁽⁶⁾	$	3,379,091		$	2,832,537						0.11	%	0.13	%
Net interest income/ margin⁽⁷⁾							$	294,647	$	267,616	3.61	%	3.46	%


(1)	Liquidity management assets include available-for-sale securities, interest earning deposits with banks, federal funds sold and securities purchased under resale agreements.


(2)	Interest income on tax-advantaged loans, trading securities and securities reflects a tax-equivalent adjustment based on a marginal federal corporate tax rate of 35%. The total adjustments for the six months ended June 30, 2014, and June 30, 2013 were $1.5 million and $1.1 million, respectively.


(3)	Other earning assets include brokerage customer receivables and trading account securities.


(4)	Loans, net of unearned income, include loans held-for-sale and non-accrual loans.


(5)	Interest rate spread is the difference between the yield earned on earning assets and the rate paid on interest-bearing liabilities.


(6)	Net free funds are the difference between total average earning assets and total average interest-bearing liabilities. The estimated contribution to net interest margin from net free funds is calculated using the rate paid for total interest-bearing liabilities.


(7)	See “Supplemental Financial Measures/Ratios” for additional information on this performance ratio.

NON-INTEREST INCOME

For the second quarter of 2014, non-interest income totaled $54.1 million compared to $45.5 million in the first quarter of 2014 and $64.0 million in the second quarter of 2013. The increase compared to the first quarter of 2014 was primarily attributable to an increase in mortgage banking and wealth management revenues. The decrease compared to the second quarter of 2013 was primarily attributable to a decrease in mortgage banking revenues and trading losses partially offset by higher wealth management revenues.

The following table presents non-interest income by category for the periods presented:



	Three Months Ended
	June 30,			March 31,			June 30,		Q2 2014 compared to Q1 2014					Q2 2014 compared to Q2 2013
(Dollars in thousands)	2014			2014			2013		$ Change			% Change		$ Change			% Change
Brokerage	$	8,270		$	7,091		$	7,426	$	1,179		17	%	$	844		11	%
Trust and asset management	9,952			9,722			8,466		230			2		1,486			18
Total wealth management	18,222			16,813			15,892		1,409			8		2,330			15
Mortgage banking	23,804			16,428			31,734		7,376			45		(7,930		)	(25	)
Service charges on deposit accounts	5,688			5,346			5,035		342			6		653			13
(Losses) gains on available-for-sale securities, net	(336		)	(33		)	2		(303		)	NM		(338		)	NM
Fees from covered call options	1,244			1,542			993		(298		)	(19	)	251			25
Trading (losses) gains, net	(743		)	(652		)	3,260		(91		)	(14	)	(4,003		)	(123	)
Other:
Interest rate swap fees	1,192			951			1,638		241			25		(446		)	(27	)
Bank Owned Life Insurance	675			712			902		(37		)	(5	)	(227		)	(25	)
Administrative services	938			859			832		79			9		106			13
Miscellaneous	3,418			3,563			3,707		(145		)	(4	)	(289		)	(8	)
Total Other	6,223			6,085			7,079		138			2		(856		)	(12	)
Total Non-Interest Income	$	54,102		$	45,529		$	63,995	$	8,573		19	%	$	(9,893	)	(15	)%

NM - Not Meaningful



	Six months ended					$			%
(Dollars in thousands)	June 30, 2014			June 30, 2013		Change			Change
Brokerage	$	15,361		$	14,692	$	669		5
Trust and asset management	19,674			16,028		3,646			23
Total wealth management	35,035			30,720		4,315			14
Mortgage banking	40,232			61,879		(21,647		)	(35	)
Service charges on deposit accounts	11,034			9,828		1,206			12
(Losses) gains on available-for-sale securities, net	(369		)	253		(622		)	NM
Fees from covered call options	2,786			2,632		154			6
Trading (losses) gains, net	(1,395		)	2,825		(4,220		)	NM
Other:
Interest rate swap fees	2,143			3,909		(1,766		)	(45	)
Bank Owned Life Insurance	1,387			1,747		(360		)	(21	)
Administrative services	1,796			1,569		227			14
Miscellaneous	6,982			6,012		970			16
Total Other	12,308			13,237		(929		)	(7	)
Total Non-Interest Income	$	99,631		$	121,374	$	(21,743	)	(18	)

NM - Not Meaningful

The significant changes in non-interest income for the quarter ended June 30, 2014 compared to the quarters ended March 31, 2014 and June 30, 2013 are discussed below.

Wealth management revenue totaled $18.2 million in the second quarter of 2014 compared to $16.8 million in the first quarter of 2014, an increase of 8%, and $15.9 million in the second quarter of 2013, an increase of 15%. The increase during the current period compared to prior quarters is mostly attributable to growth in assets under management due to new customers, as well as market appreciation. Wealth management revenue is comprised of the trust and asset management revenue of The Chicago Trust Company and Great Lakes Advisors and the brokerage commissions, money managed fees and insurance product commissions at Wayne Hummer Investments.

For the quarter ended June 30, 2014, mortgage banking revenue totaled $23.8 million, an increase of $7.4 million, or 45%, when compared to the first quarter of 2014, and a decrease of $7.9 million, or 25%, when compared to the second quarter of 2013. The increase in mortgage banking revenue in the second quarter of 2014 as compared to the first quarter of 2014 resulted primarily from higher origination volumes as a result of an improved mortgage banking environment. The decrease in mortgage banking revenue in the second quarter of 2014 as compared to the prior year period resulted primarily from lower loan origination volumes. Originations were higher in the second quarter of 2013 as a result of a more active refinance market as compared to the second quarter of 2014. Mortgage loan originations were $912.4 million in the second quarter of 2014 as compared to $527.3 million and $1.1 billion in the first quarter of 2014 and second quarter of 2013, respectively. Mortgage banking revenue includes revenue from activities related to originating, selling and servicing residential real estate loans for the secondary market.

A summary of mortgage banking components is shown below:



	Three Months Ended									Six Months Ended
(Dollars in thousands)	June 30, 2014			March 31, 2014			June 30, 2013			June 30, 2014		June 30, 2013
Mortgage loans originated and sold	$	912,351		$	527,272		$	1,050,799		$	1,439,623	$	2,025,231
Mortgage loans serviced for others	926,679			949,434			996,621
Fair value of mortgage servicing rights (MSRs)	8,227			8,719			8,636
MSRs as a percentage of loans serviced	0.89		%	0.92		%	0.87		%

Service charges on deposit accounts totaled $5.7 million in the second quarter of 2014, an increase of $342,000 and $653,000 compared to the quarters ended March 31, 2014 and June 30, 2013, respectively. The increase in the current quarter is primarily a result of higher account analysis fees on deposit accounts which have increased as a result of the Company's commercial banking initiative.

The Company recognized $743,000 of trading losses in the second quarter of 2014 compared to trading losses of $652,000 in the first quarter of 2014 and trading gains of $3.3 million in the second quarter of 2013. Trading gains and losses recorded by the Company primarily result from fair value adjustments related to interest rate derivatives not designated as hedges, primarily interest rate cap instruments that the Company uses to manage interest rate risk, specifically in the event of future increases in short-term interest rates. The change in value of the cap derivatives reflects the present value of expected cash flows over the remaining life of the caps. These expected cash flows are derived from the expected path for and a measure of volatility for short-term interest rates.

Other non-interest income totaled $6.2 million in the second quarter of 2014 compared to $6.1 million in the first quarter of 2014 and $7.1 million in the second quarter of 2013. Other non-interest income decreased in 2014 as compared to the prior year period primarily as a result of an decreased amount of interest rate swap transactions due to a unfavorable change in the rate environment and increased competition.

NON-INTEREST EXPENSE

Non-interest expense for the second quarter of 2014 totaled $133.6 million, an increase of approximately $2.3 million, or 2%, compared to the first quarter of 2014 and an increase of $5.4 million, or 4%, compared to the second quarter of 2013. The increase compared to the first quarter of 2014 was primarily attributable to higher salary and employee benefit costs partially offset by a decrease in OREO expenses and occupancy. The increase compared to the second quarter of 2013 was primarily attributable to higher salary and employee benefit costs and increased occupancy, equipment and advertising and marketing.

The following table presents non-interest expense by category for the periods presented:



	Three Months Ended
	June 30,		March 31,		June 30,		Q2 2014 compared to Q1 2014					Q2 2014 compared to Q2 2013
(Dollars in thousands)	2014		2014		2013		$ Change			% Change		$ Change			% Change
Salaries and employee benefits:
Salaries	$	43,349	$	43,736	$	41,671	$	(387	)	(1	)%	$	1,678		4	%
Commissions and bonus	25,398		21,534		25,143		3,864			18		255			1
Benefits	13,216		14,664		12,411		(1,448		)	(10	)	805			6
Total salaries and employee benefits	81,963		79,934		79,225		2,029			3		2,738			3
Equipment	7,223		7,403		6,413		(180		)	(2	)	810			13
Occupancy, net	9,850		10,993		8,707		(1,143		)	(10	)	1,143			13
Data processing	4,543		4,715		4,358		(172		)	(4	)	185			4
Advertising and marketing	3,558		2,816		2,722		742			26		836			31
Professional fees	4,046		3,454		4,191		592			17		(145		)	(3	)
Amortization of other intangible assets	1,156		1,163		1,164		(7		)	(1	)	(8		)	(1	)
FDIC insurance	3,196		2,951		3,003		245			8		193			6
OREO expense, net	2,490		3,976		2,284		(1,486		)	(37	)	206			9
Other:
Commissions - 3rd party brokers	1,633		1,657		1,128		(24		)	(1	)	505			45
Postage	1,465		1,429		1,464		36			3		1			—
Stationery and supplies	894		892		887		2			—		7			1
Miscellaneous	11,574		9,932		12,641		1,642			17		(1,067		)	(8	)
Total other	15,566		13,910		16,120		1,656			12		(554		)	(3	)
Total Non-Interest Expense	$	133,591	$	131,315	$	128,187	$	2,276		2	%	$	5,404		4	%



	Six months ended				$			%
(Dollars in thousands)	June 30, 2014		June 30, 2013		Change			Change
Salaries and employee benefits:
Salaries	$	87,085	$	83,502	$	3,583		4	%
Commissions and bonus	46,931		46,419		512			1
Benefits	27,881		26,817		1,064			4
Total salaries and employee benefits	161,897		156,738		5,159			3
Equipment	14,626		12,597		2,029			16
Occupancy, net	20,843		17,560		3,283			19
Data processing	9,258		8,957		301			3
Advertising and marketing	6,374		4,762		1,612			34
Professional fees	7,500		7,412		88			1
Amortization of other intangible assets	2,319		2,284		35			2
FDIC insurance	6,147		6,447		(300		)	(5	)
OREO expense, net	6,466		664		5,802			NM
Other:
Commissions - 3rd party brokers	3,290		2,362		928			39
Postage	2,894		2,713		181			7
Stationery and supplies	1,786		1,821		(35		)	(2	)
Miscellaneous	21,506		23,989		(2,483		)	(10	)
Total other	29,476		30,885		(1,409		)	(5	)
Total Non-Interest Expense	$	264,906	$	248,306	$	16,600		7	%

NM - Not Meaningful

The significant changes in non-interest expense for the quarter ended June 30, 2014 compared to the quarters ended March 31, 2014 and June 30, 2013 are discussed below.

Salaries and employee benefits expense increased $2.0 million, or 3%, in the second quarter of 2014 compared to the first quarter of 2014 primarily as a result of a $3.9 million increase in bonus and commissions primarily attributable higher expenses on variable pay based arrangements partially offset by reduced expense related to the Company's long-term incentive program and a $1.4 million decrease in employee benefits resulting from lower payroll taxes. Salaries and employee benefits expense increased $2.7 million, or 3%, compared to the second quarter of 2013 primarily as a result of a $1.7 million increase in salaries caused by the addition of employees from the various acquisitions and larger staffing as the Company grows.

Equipment expense totaled $7.2 million for the second quarter of 2014, a decrease of $180,000 compared to the first quarter of 2014 and an increase of $810,000 compared to the second quarter of 2013. The increase in the current quarter compared to the prior year quarter is primarily related to additional equipment depreciation as a result of acquisitions as well as increased software license fees. Equipment expense includes depreciation on equipment, maintenance and repairs, equipment rental and software license fees.

Occupancy expense for the second quarter of 2014 was $9.9 million, a decrease of $1.1 million, or 10%, compared to the first quarter of 2014 and an increase of $1.1 million, or 13%, compared to the same period in 2013. The decrease in the second quarter as compared to the first quarter is primarily the result of reduced snow removal expenses and utility expenses on owned locations including those obtained in the Company's acquisitions. The increase in the current quarter as compared to the prior year quarter is primarily due to expenses incurred related to properties acquired in the last year. Occupancy expense includes depreciation on premises, real estate taxes, utilities and maintenance of premises, as well as net rent expense for leased premises.

Data processing expenses totaled $4.5 million in the second quarter of 2014 compared to $4.7 million recorded in the first quarter of 2014 and $4.4 million recorded in the second quarter of 2013. The amount of data processing expenses incurred fluctuates based on the overall growth of loan and deposit accounts as well as additional expenses recorded related to bank acquisition transactions.

Advertising and marketing expenses totaled $3.6 million in the second quarter of 2014 an increase of $742,000 compared to the first quarter of 2014 and $836,000 compared to the second quarter of 2013. The increase in the current quarter compared to the prior periods relates primarily to expenses for community ads and sponsorships.

Professional fees for the second quarter of 2014 were $4.0 million, an increase of $592,000, or 17%, compared to the first quarter of 2014 and an decrease of $145,000, or 3%, compared to the same period in 2013. The increase in the current quarter as compared to the first quarter of 2014 is due to an increase in legal expenses, including legal fees incurred in connection with recent acquisitions. Professional fees include legal, audit and tax fees, external loan review costs and normal regulatory exam assessments.

OREO expense totaled $2.5 million in the second quarter of 2014 compared to OREO expense of $4.0 million recorded in the first quarter of 2014 and OREO expense of $2.3 million recorded in the second quarter of 2013. OREO expense was lower in the current quarter compared to the quarter ended March 31, 2014 primarily due to fewer negative valuation adjustments of certain OREO properties. OREO costs include all costs related to obtaining, maintaining and selling other real estate owned properties.

Miscellaneous expense in the second quarter of 2014 increased $1.6 million, or 17%, compared to the quarter ended March 31, 2014 and decreased $1.1 million, or 8%, compared to the quarter ended June 30, 2013. Miscellaneous expense includes ATM expenses, correspondent bank charges, directors' fees, telephone, travel and entertainment, corporate insurance, dues and subscriptions, problem loan expenses and lending origination costs that are not deferred.

ASSET QUALITY

Allowance for Credit Losses, excluding covered loans



	Three Months Ended									Six Months Ended
	June 30,			March 31,			June 30,			June 30,			June 30,
(Dollars in thousands)	2014			2014			2013			2014			2013
Allowance for loan losses at beginning of period	$	92,275		$	96,922		$	110,348		$	96,922		$	107,351
Provision for credit losses	6,813			3,304			15,133			10,117			30,500
Other adjustments	(105		)	(148		)	(309		)	(253		)	(538		)
Reclassification (to) from allowance for unfunded lending-related commitments	(146		)	(18		)	65			(164		)	(148		)
Charge-offs:
Commercial	2,384			648			1,093			3,032			5,633
Commercial real estate	2,351			4,493			14,947			6,844			18,246
Home equity	730			2,267			1,785			2,997			4,182
Residential real estate	689			226			517			915			2,245
Premium finance receivables - commercial	1,492			1,210			1,306			2,702			2,374
Premium finance receivables - life insurance	—			—			—			—			—
Consumer and other	213			173			128			386			257
Total charge-offs	7,859			9,017			19,776			16,876			32,937
Recoveries:
Commercial	270			317			268			587			563
Commercial real estate	342			145			584			487			952
Home equity	122			257			171			379			333
Residential real estate	74			131			18			205			23
Premium finance receivables - commercial	312			319			279			631			564
Premium finance receivables - life insurance	2			2			—			4			9
Consumer and other	153			61			61			214			170
Total recoveries	1,275			1,232			1,381			2,507			2,614
Net charge-offs	(6,584		)	(7,785		)	(18,395		)	(14,369		)	(30,323		)
Allowance for loan losses at period end	$	92,253		$	92,275		$	106,842		$	92,253		$	106,842
Allowance for unfunded lending-related commitments at period end	884			737			3,563			884			3,563
Allowance for credit losses at period end	$	93,137		$	93,012		$	110,405		$	93,137		$	110,405
Annualized net charge-offs by category as a percentage of its own respective category’s average:
Commercial	0.24		%	0.04		%	0.11		%	0.14		%	0.35		%
Commercial real estate	0.19			0.41			1.42			0.30			0.87
Home equity	0.34			1.14			0.85			0.74			1.01
Residential real estate	0.35			0.06			0.26			0.21			0.59
Premium finance receivables - commercial	0.20			0.16			0.20			0.18			0.18
Premium finance receivables - life insurance	—			—			—			—			—
Consumer and other	0.14			0.26			0.15			0.20			0.09
Total loans, net of unearned income, excluding covered loans	0.19		%	0.24		%	0.59		%	0.21		%	0.49		%
Net charge-offs as a percentage of the provision for credit losses	96.62		%	235.65		%	121.57		%	142.02		%	99.42		%
Loans at period-end, excluding covered loans	$	13,749,996		$	13,133,160		$	12,516,892
Allowance for loan losses as a percentage of loans at period end	0.67		%	0.70		%	0.85		%
Allowance for credit losses as a percentage of loans at period end	0.68		%	0.71		%	0.88		%

The allowance for credit losses, excluding the allowance for covered loan losses, is comprised of the allowance for loan losses and the allowance for unfunded lending-related commitments. The allowance for loan losses is a reserve against loan amounts that are actually funded and outstanding while the allowance for unfunded lending-related commitments (separate liability account) relates to certain amounts that Wintrust is committed to lend but for which funds have not yet been disbursed. The provision for credit losses, excluding the provision for covered loan losses, may contain both a component related to funded loans (provision

for loan losses) and a component related to lending-related commitments (provision for unfunded loan commitments and letters of credit).

The provision for credit losses, excluding the provision for covered loan losses, totaled $6.8 million for the second quarter of 2014, as compared to $3.3 million for the first quarter of 2014 and $15.1 million for the second quarter of 2013. For the quarter ended June 30, 2014, net charge-offs, excluding covered loans, totaled $6.6 million compared to $7.8 million in the first quarter of 2014 and $18.4 million recorded in the second quarter of 2013. Annualized net charge-offs as a percentage of average loans, excluding covered loans, were 0.19% in the second quarter of 2014, 0.24% in the first quarter of 2014 and 0.59% in the second quarter of 2013. Net charge-offs decreased in the second quarter of 2014 compared to the first quarter of 2014 primarily as a result of a $2.3 million decrease in net charge-offs within the commercial real-estate loan portfolio and a $1.4 million decrease within the home equity loan portfolio, partially offset by a $1.8 million increase within the commercial loan portfolio. Compared to the second quarter of 2013, net charge-offs decreased primarily as a result of a $12.4 million decrease in net charge-offs within the commercial real-estate loan portfolio and a $1.0 million decrease within the home equity loan portfolio, partially offset by a $1.3 million increase within the commercial loan portfolio.

The allowance for unfunded lending-related commitments totaled $884,000 as of June 30, 2014 compared to $737,000 as of March 31, 2014 and $3.6 million as of June 30, 2013. The decrease when compared to the second quarter of 2013 was primarily attributable to the funding of one letter of credit in the third quarter of 2013 and the expiration of one letter of credit in the fourth quarter of 2013.

The lower level of the allowance for credit losses in 2014 reflects the improvements in credit quality metrics compared to 2013. Management believes the allowance for credit losses is appropriate to provide for inherent losses in the portfolio. There can be no assurances however, that future losses will not exceed the amounts provided for, thereby affecting future results of operations. The amount of future additions to the allowance for credit losses will be dependent upon management’s assessment of the appropriateness of the allowance based on its evaluation of economic conditions, changes in real estate values, interest rates, the regulatory environment, the level of past-due and non-performing loans, and other factors.

The Company also provides a provision for covered loan losses on covered loans and maintains an allowance for covered loan losses on covered loans. Please see “Covered Assets” later in this document for more detail.

The following table presents the provision for credit losses and allowance for credit losses by component for the periods presented:



	Three months ended									Six months ended
	June 30,			March 31,			June 30,			June 30,			June 30,
(Dollars in thousands)	2014			2014			2013			2014			2013
Provision for loan losses	$	6,667		$	3,286		$	15,198		$	9,953		$	30,352
Provision for unfunded lending-related commitments	146			18			(65		)	164			148
Provision for covered loan losses	(153		)	(1,424		)	249			(1,577		)	569
Provision for credit losses	$	6,660		$	1,880		$	15,382		$	8,540		$	31,069

							Period End
							June 30,			March 31,			June 30,
							2014			2014			2013
Allowance for loan losses							$	92,253		$	92,275		$	106,842
Allowance for unfunded lending-related commitments							884			737			3,563
Allowance for covered loan losses							1,667			3,447			14,429
Allowance for credit losses							$	94,804		$	96,459		$	124,834

The tables below summarize the calculation of allowance for loan losses for the Company’s core loan portfolio and consumer, niche and purchased loan portfolio as of June 30, 2014 and March 31, 2014.



	As of June 30, 2014
	Recorded		Calculated		As a percentage of its own respective
(Dollars in thousands)	Investment		Allowance		category’s balance
Commercial:
Commercial and industrial ⁽¹⁾	$	1,988,656	$	16,208	0.82	%
Asset-based lending ⁽¹⁾	775,756		5,562		0.72
Tax exempt ⁽¹⁾	208,787		1,017		0.49
Leases ⁽¹⁾	144,310		6		—
Other ⁽¹⁾	9,792		78		0.80
Commercial real-estate:
Residential construction ⁽¹⁾	29,605		500		1.69
Commercial construction ⁽¹⁾	154,266		2,184		1.42
Land ⁽¹⁾	99,517		3,084		3.10
Office ⁽¹⁾	654,424		7,406		1.13
Industrial ⁽¹⁾	602,224		4,568		0.76
Retail ⁽¹⁾	676,629		6,459		0.95
Multi-family ⁽¹⁾	599,261		4,301		0.72
Mixed use and other ⁽¹⁾	1,323,802		12,126		0.92
Home equity ⁽¹⁾	693,345		13,852		2.00
Residential real-estate ⁽¹⁾	425,918		3,667		0.86
Total core loan portfolio	$	8,386,292	$	81,018	0.97	%
Commercial:
Franchise	$	223,456	$	1,888	0.84	%
Mortgage warehouse lines of credit	148,211		1,229		0.83
Community Advantage - homeowner associations	94,009		—		—
Aircraft	6,881		10		0.15
Purchased non-covered commercial loans ⁽²⁾	40,572		40		0.10
Commercial real-estate:
Purchased non-covered commercial real-estate ⁽²⁾	213,744		74		0.03
Purchased non-covered home equity ⁽²⁾	20,297		66		0.33
Purchased non-covered residential real-estate ⁽²⁾	25,987		66		0.25
Premium finance receivables
U.S. commercial insurance loans	2,085,483		5,129		0.25
Canada commercial insurance loans ⁽²⁾	293,046		514		0.18
Life insurance loans ⁽¹⁾	1,641,885		666		0.04
Purchased life insurance loans ⁽²⁾	409,760		—		—
Consumer and other ⁽¹⁾	157,268		1,539		0.98
Purchased non-covered consumer and other ⁽²⁾	3,105		14		0.45
Total consumer, niche and purchased loan portfolio	$	5,363,704	$	11,235	0.21	%
Total loans, net of unearned income, excluding covered loans	$	13,749,996	$	92,253	0.67	%


(1)	Excludes purchased loans reported in accordance with ASC 310-20 and ASC 310-30.


(2)	Purchased loans represent loans reported in accordance with ASC 310-20 and ASC 310-30.



	As of March 31, 2014
	Recorded		Calculated		As a percentage of its own respective
(Dollars in thousands)	Investment		Allowance		category’s balance
Commercial:
Commercial and industrial ⁽¹⁾	$	1,969,882	$	15,997	0.81	%
Asset-based lending ⁽¹⁾	739,302		5,303		0.72
Tax exempt ⁽¹⁾	177,616		1,240		0.70
Leases ⁽¹⁾	121,817		2		—
Other ⁽¹⁾	10,261		63		0.61
Commercial real-estate:
Residential construction ⁽¹⁾	35,103		775		2.21
Commercial construction ⁽¹⁾	149,435		2,298		1.54
Land ⁽¹⁾	100,782		2,990		2.97
Office ⁽¹⁾	637,730		5,732		0.90
Industrial ⁽¹⁾	608,977		4,955		0.81
Retail ⁽¹⁾	658,016		5,562		0.85
Multi-family ⁽¹⁾	538,231		9,858		1.83
Mixed use and other ⁽¹⁾	1,302,712		12,349		0.95
Home equity ⁽¹⁾	686,209		10,906		1.59
Residential real-estate ⁽¹⁾	398,863		4,583		1.15
Total core loan portfolio	$	8,134,936	$	82,613	1.02	%
Commercial:
Franchise	$	221,101	$	1,482	0.67	%
Mortgage warehouse lines of credit	60,809		494		0.81
Community Advantage - homeowner associations	91,414		—		—
Aircraft	7,540		17		0.23
Purchased non-covered commercial loans ⁽²⁾	39,455		91		0.23
Commercial real-estate:
Purchased non-covered commercial real-estate ⁽²⁾	231,269		86		0.04
Purchased non-covered home equity ⁽²⁾	21,539		60		0.28
Purchased non-covered residential real-estate ⁽²⁾	27,906		108		0.39
Premium finance receivables
U.S. commercial insurance loans	1,959,081		4,840		0.25
Canada commercial insurance loans ⁽²⁾	249,280		166		0.07
Life insurance loans ⁽¹⁾	1,516,132		576		0.04
Purchased life insurance loans ⁽²⁾	413,202		—		—
Consumer and other ⁽¹⁾	153,587		1,725		1.12
Purchased non-covered consumer and other ⁽²⁾	5,909		17		0.29
Total consumer, niche and purchased loan portfolio	$	4,998,224	$	9,662	0.19	%
Total loans, net of unearned income, excluding covered loans	$	13,133,160	$	92,275	0.70	%


(1)	Excludes purchased loans reported in accordance with ASC 310-20 and ASC 310-30.


(2)	Purchased loans represent loans reported in accordance with ASC 310-20 and ASC 310-30.

As part of a quarterly review performed by Management to determine if the Company’s allowance for loan losses is appropriate, an analysis is prepared on the loan portfolio based upon a breakout of core loans and consumer, niche and purchased loans. A summary of the allowance for loan losses calculated for the loan components in both the core loan portfolio and the consumer, niche and purchased loan portfolio was shown on the previous pages as of June 30, 2014 and March 31, 2014. The allowance for loan losses to core loans was 0.97% compared to 0.21% for consumer, niche and purchased loans and 0.67% for the entire loan portfolio as of June 30, 2014. As of March 31, 2014, the allowance for loan losses to core loans was 1.02% compared to 0.19% for consumer, niche and purchased loans and 0.70% for the entire loan portfolio.

The decrease in the allowance for loan losses to core loans in the second quarter of 2014 compared to the first quarter of 2014 was attributable to a shift in the mix of core loans requiring ASC 450 reserves (general reserves) in the current quarter and a smaller population of core loans requiring ASC 310 reserves (specific reserves). Loans requiring ASC 450 reserves typically have lower reserve factors as compared to core loans requiring ASC 310 reserves. ASC 310 reserves are maintained on impaired loans.

The table below shows the aging of the Company’s loan portfolio at June 30, 2014 and March 31, 2014:



			90+ days		60-89		30-59
As of June 30, 2014			and still		days past		days past
(Dollars in thousands)	Nonaccrual		accruing		due		due		Current		Total Loans
Loan Balances:
Commercial
Commercial and industrial	$	6,216	$	—	$	4,165	$	21,610	$	1,980,489	$	2,012,480
Franchise	—		—		—		549		222,907		223,456
Mortgage warehouse lines of credit	—		—		—		1,680		146,531		148,211
Community Advantage - homeowners association	—		—		—		—		94,009		94,009
Aircraft	—		—		—		—		7,847		7,847
Asset-based lending	295		—		—		6,047		772,002		778,344
Tax exempt	—		—		—		—		208,913		208,913
Leases	—		—		—		36		144,399		144,435
Other	—		—		—		—		9,792		9,792
PCI - commercial ⁽¹⁾	—		1,452		—		224		11,267		12,943
Total commercial	6,511		1,452		4,165		30,146		3,598,156		3,640,430
Commercial real-estate
Residential construction	—		—		—		18		29,941		29,959
Commercial construction	839		—		—		—		154,220		155,059
Land	2,367		—		614		4,502		98,444		105,927
Office	10,950		—		999		3,911		652,057		667,917
Industrial	5,097		—		899		690		610,954		617,640
Retail	6,909		—		1,334		2,560		686,292		697,095
Multi-family	689		—		244		4,717		630,519		636,169
Mixed use and other	9,470		309		5,384		12,300		1,350,976		1,378,439
PCI - commercial real-estate ⁽¹⁾	—		15,682		155		1,595		47,835		65,267
Total commercial real-estate	36,321		15,991		9,629		30,293		4,261,238		4,353,472
Home equity	5,804		—		1,392		3,324		703,122		713,642
Residential real estate	15,294		—		1,487		1,978		430,364		449,123
PCI - residential real estate ⁽¹⁾	—		988		111		—		1,683		2,782
Premium finance receivables
Commercial insurance loans	12,298		10,275		12,335		14,672		2,328,949		2,378,529
Life insurance loans	—		649		896		4,783		1,635,557		1,641,885
PCI - life insurance loans ⁽¹⁾	—		—		—		—		409,760		409,760
Consumer and other	1,116		73		558		600		157,828		160,175
PCI - consumer and other ⁽¹⁾	—		—		4		—		194		198
Total loans, net of unearned income, excluding covered loans	$	77,344	$	29,428	$	30,577	$	85,796	$	13,526,851	$	13,749,996
Covered loans	6,690		34,486		4,003		1,482		228,493		275,154
Total loans, net of unearned income	$	84,034	$	63,914	$	34,580	$	87,278	$	13,755,344	$	14,025,150


(1)	Purchased credit impaired ("PCI") 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.



Aging as a % of Loan Balance:	Nonaccrual		90+ days and still accruing		60-89 days past due		30-59 days past due		Current		Total Loans
Commercial
Commercial and industrial	0.3	%	—	%	0.2	%	1.1	%	98.4	%	100.0	%
Franchise	—		—		—		0.2		99.8		100.0
Mortgage warehouse lines of credit	—		—		—		1.1		98.9		100.0
Community Advantage - homeowners association	—		—		—		—		100.0		100.0
Aircraft	—		—		—		—		100.0		100.0
Asset-based lending	—		—		—		0.8		99.2		100.0
Tax exempt	—		—		—		—		100.0		100.0
Leases	—		—		—		—		100.0		100.0
Other	—		—		—		—		100.0		100.0
PCI - commercial⁽¹⁾	—		11.2		—		1.7		87.1		100.0
Total commercial	0.2		—		0.1		0.8		98.9		100.0
Commercial real-estate
Residential construction	—		—		—		0.1		99.9		100.0
Commercial construction	0.5		—		—		—		99.5		100.0
Land	2.2		—		0.6		4.3		92.9		100.0
Office	1.6		—		0.1		0.6		97.7		100.0
Industrial	0.8		—		0.1		0.1		99.0		100.0
Retail	1.0		—		0.2		0.4		98.4		100.0
Multi-family	0.1		—		—		0.7		99.2		100.0
Mixed use and other	0.7		—		0.4		0.9		98.0		100.0
PCI - commercial real-estate ⁽¹⁾	—		24.0		0.2		2.4		73.4		100.0
Total commercial real-estate	0.8		0.4		0.2		0.7		97.9		100.0
Home equity	0.8		—		0.2		0.5		98.5		100.0
Residential real estate	3.4		—		0.3		0.4		95.9		100.0
PCI - residential real estate⁽¹⁾	—		35.5		4.0		—		60.5		100.0
Premium finance receivables
Commercial insurance loans	0.5		0.4		0.5		0.6		98.0		100.0
Life insurance loans	—		—		0.1		0.3		99.6		100.0
PCI - life insurance loans ⁽¹⁾	—		—		—		—		100.0		100.0
Consumer and other	0.7		—		0.3		0.4		98.6		100.0
PCI - consumer and other⁽¹⁾	—		—		2.0		—		98.0		100.0
Total loans, net of unearned income, excluding covered loans	0.6	%	0.2	%	0.2	%	0.6	%	98.4	%	100.0	%
Covered loans	2.4		12.5		1.5		0.5		83.1		100.0
Total loans, net of unearned income	0.6	%	0.5	%	0.2	%	0.6	%	98.1	%	100.0	%

As of June 30, 2014, $30.6 million of all loans, excluding covered loans, or 0.2%, were 60 to 89 days past due and $85.8 million, or 0.6%, were 30 to 59 days (or one payment) past due. As of March 31, 2014, $26.4 million of all loans, excluding covered loans, or 0.2%, were 60 to 89 days past due and $102.3 million, or 0.8%, were 30 to 59 days (or one payment) past due. The majority of the commercial and commercial real estate loans shown as 60 to 89 days and 30 to 59 days past due are included on the Company’s internal problem loan reporting system. Loans on this system are closely monitored by management on a monthly basis.

The Company’s home equity and residential loan portfolios continue to exhibit low delinquency ratios. Home equity loans at June 30, 2014 that are current with regard to the contractual terms of the loan agreement represent 98.5% of the total home equity portfolio. Residential real estate loans at June 30, 2014 that are current with regards to the contractual terms of the loan agreements comprise 95.6% of total residential real estate loans outstanding, which includes purchased non-covered residential real-estate.

The table below shows the aging of the Company’s loan portfolio at March 31, 2014:



			90+ days		60-89		30-59
As of March 31, 2014			and still		days past		days past
(Dollars in thousands)	Nonaccrual		accruing		due		due		Current		Total Loans
Loan Balances:
Commercial
Commercial and industrial	$	11,112	$	387	$	2,235	$	16,150	$	1,965,425	$	1,995,309
Franchise	—		—		—		75		221,026		221,101
Mortgage warehouse lines of credit	—		—		—		—		60,809		60,809
Community Advantage - homeowners association	—		—		—		—		91,414		91,414
Aircraft	—		—		—		—		8,840		8,840
Asset-based lending	670		—		—		10,573		729,425		740,668
Tax exempt	—		—		—		—		177,973		177,973
Leases	—		—		—		—		121,986		121,986
Other	—		—		—		—		10,261		10,261
PCI - commercial⁽¹⁾	—		1,079		—		865		8,892		10,836
Total commercial	11,782		1,466		2,235		27,663		3,396,051		3,439,197
Commercial real-estate
Residential construction	—		—		680		27		35,690		36,397
Commercial construction	844		—		—		—		150,786		151,630
Land	2,405		—		2,682		3,438		99,445		107,970
Office	6,970		—		1,672		8,868		633,655		651,165
Industrial	6,101		—		1,114		2,706		615,139		625,060
Retail	9,540		—		217		3,089		664,584		677,430
Multi-family	1,327		—		—		3,820		570,616		575,763
Mixed use and other	6,546		—		6,626		10,744		1,337,320		1,361,236
PCI - commercial real-estate ⁽¹⁾	—		21,073		2,791		6,169		45,571		75,604
Total commercial real-estate	33,733		21,073		15,782		38,861		4,152,806		4,262,255
Home equity	7,311		—		1,650		4,972		693,815		707,748
Residential real estate	14,385		—		946		4,889		403,474		423,694
PCI - residential real estate ⁽¹⁾	—		1,414		—		248		1,413		3,075
Premium finance receivables
Commercial insurance loans	14,517		6,808		5,600		20,777		2,160,659		2,208,361
Life insurance loans	—		—		—		4,312		1,511,820		1,516,132
Purchased life insurance loans ⁽¹⁾	—		—		—		—		413,202		413,202
Consumer and other	1,144		57		213		550		157,290		159,254
PCI - consumer and other ⁽¹⁾	—		48		—		20		174		242
Total loans, net of unearned income, excluding covered loans	$	82,872	$	30,866	$	26,426	$	102,292	$	12,890,704	$	13,133,160
Covered loans	9,136		35,831		6,682		7,042		253,787		312,478
Total loans, net of unearned income	$	92,008	$	66,697	$	33,108	$	109,334	$	13,144,491	$	13,445,638


(1)	Purchased credit impaired ("PCI") 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.



Aging as a % of Loan Balance:	Nonaccrual		90+ days and still accruing		60-89 days past due		30-59 days past due		Current		Total Loans
Commercial
Commercial and industrial	0.6	%	—	%	0.1	%	0.8	%	98.5	%	100.0	%
Franchise	—		—		—		—		100.0		100.0
Mortgage warehouse lines of credit	—		—		—		—		100.0		100.0
Community Advantage - homeowners association	—		—		—		—		100.0		100.0
Aircraft	—		—		—		—		100.0		100.0
Asset-based lending	0.1		—		—		1.4		98.5		100.0
Tax exempt	—		—		—		—		100.0		100.0
Leases	—		—		—		—		100.0		100.0
Other	—		—		—		—		100.0		100.0
PCI - commercial⁽¹⁾	—		10.0		—		8.0		82.0		100.0
Total commercial	0.3		—		0.1		0.8		98.8		100.0
Commercial real-estate
Residential construction	—		—		1.9		0.1		98.0		100.0
Commercial construction	0.6		—		—		—		99.4		100.0
Land	2.2		—		2.5		3.2		92.1		100.0
Office	1.1		—		0.3		1.4		97.2		100.0
Industrial	1.0		—		0.2		0.4		98.4		100.0
Retail	1.4		—		—		0.5		98.1		100.0
Multi-family	0.2		—		—		0.7		99.1		100.0
Mixed use and other	0.5		—		0.5		0.8		98.2		100.0
PCI - commercial real-estate ⁽¹⁾	—		27.9		3.7		8.2		60.2		100.0
Total commercial real-estate	0.8		0.5		0.4		0.9		97.4		100.0
Home equity	1.0		—		0.2		0.7		98.1		100.0
Residential real estate	3.4		—		0.2		1.2		95.2		100.0
PCI - residential real estate ⁽¹⁾	—		46.0		—		8.1		45.9		100.0
Premium finance receivables
Commercial insurance loans	0.7		0.3		0.3		0.9		97.8		100.0
Life insurance loans	—		—		—		0.3		99.7		100.0
Purchased life insurance loans ⁽¹⁾	—		—		—		—		100.0		100.0
Consumer and other	0.7		—		0.1		0.3		98.9		100.0
PCI - consumer and other ⁽¹⁾	—		19.8		—		8.3		71.9		100.0
Total loans, net of unearned income, excluding covered loans	0.6	%	0.2	%	0.2	%	0.8	%	98.2	%	100.0	%
Covered loans	2.9		11.5		2.1		2.3		81.2		100.0
Total loans, net of unearned income	0.7	%	0.5	%	0.2	%	0.8	%	97.8	%	100.0	%

Non-performing Assets, excluding covered assets

The following table sets forth Wintrust’s non-performing assets and troubled debt restructurings ("TDRs") performing under the contractual terms of the loan agreement, excluding covered assets and non-covered PCI loans, at the dates indicated.



	June 30,			March 31,			June 30,
(Dollars in thousands)	2014			2014			2013
Loans past due greater than 90 days and still accruing⁽¹⁾:
Commercial	$	—		$	387		$	100
Commercial real-estate	309			—			3,263
Home equity	—			—			25
Residential real-estate	—			—			—
Premium finance receivables - commercial	10,275			6,808			6,671
Premium finance receivables - life insurance	649			—			1,212
Consumer and other	73			57			217
Total loans past due greater than 90 days and still accruing	11,306			7,252			11,488
Non-accrual loans⁽²⁾:
Commercial	6,511			11,782			17,248
Commercial real-estate	36,321			33,733			54,825
Home equity	5,804			7,311			12,322
Residential real-estate	15,294			14,385			10,213
Premium finance receivables - commercial	12,298			14,517			13,605
Premium finance receivables - life insurance	—			—			16
Consumer and other	1,116			1,144			1,768
Total non-accrual loans	77,344			82,872			109,997
Total non-performing loans:
Commercial	6,511			12,169			17,348
Commercial real-estate	36,630			33,733			58,088
Home equity	5,804			7,311			12,347
Residential real-estate	15,294			14,385			10,213
Premium finance receivables - commercial	22,573			21,325			20,276
Premium finance receivables - life insurance	649			—			1,228
Consumer and other	1,189			1,201			1,985
Total non-performing loans	$	88,650		$	90,124		$	121,485
Other real estate owned	51,673			47,656			44,623
Other real estate owned - from acquisitions	7,915			6,475			12,402
Other repossessed assets	311			426			1,032
Total non-performing assets	$	148,549		$	144,681		$	179,542
TDRs performing under the contractual terms of the loan agreement	$	72,199		$	74,622		$	93,810
Total non-performing loans by category as a percent of its own respective category’s period-end balance:
Commercial	0.18		%	0.35		%	0.56		%
Commercial real-estate	0.84			0.79			1.42
Home equity	0.81			1.03			1.63
Residential real-estate	3.38			3.37			2.65
Premium finance receivables - commercial	0.95			0.97			0.94
Premium finance receivables - life insurance	0.03			—			0.07
Consumer and other	0.74			0.75			1.15
Total loans, net of unearned income	0.64		%	0.69		%	0.97		%
Total non-performing assets as a percentage of total assets	0.79		%	0.79		%	1.02		%
Allowance for loan losses as a percentage of total non-performing loans	104.06		%	102.39		%	87.95		%

(1) As of the dates shown, no TDRs were past due greater than 90 days and still accruing interest.

(2) Non-accrual loans included TDRs totaling $15.9 million, $17.9 million, and $32.4 million as of June 30, 2014, March 31, 2014, and June 30, 2013, respectively.

Non-performing Commercial and Commercial Real Estate

Commercial non-performing loans totaled $6.5 million as of June 30, 2014 compared to $12.2 million as of March 31, 2014 and $17.3 million as of June 30, 2013. Commercial real estate non-performing loans totaled $36.6 million as of June 30, 2014 compared to $33.7 million as of March 31, 2014 and $58.1 million as of June 30, 2013.

Management is pursuing the resolution of all credits in this category. At this time, management believes reserves are appropriate to absorb inherent losses that are expected upon the ultimate resolution of these credits.

Non-performing Residential Real Estate and Home Equity

Non-performing home equity and residential real estate loans totaled $21.1 million as of June 30, 2014. The balance remained relatively unchanged from March 31, 2014 and decreased $1.5 million from June 30, 2013. The June 30, 2014 non-performing balance is comprised of $15.3 million of residential real estate (79 individual credits) and $5.8 million of home equity loans (39 individual credits). On average, this is approximately 8 non-performing residential real estate loans and home equity loans per chartered bank within the Company. The Company believes control and collection of these loans is very manageable. At this time, management believes reserves are adequate to absorb inherent losses that are expected upon the ultimate resolution of these credits.

Non-performing Commercial Insurance Premium Finance Receivables

The table below presents the level of non-performing property and casualty premium finance receivables as of June 30, 2014, March 31, 2014 and June 30, 2013 and the amount of net charge-offs for the quarters then ended.



	June 30,			March 31,			June 30,
(Dollars in thousands)	2014			2014			2013
Non-performing premium finance receivables - commercial	$	22,573		$	21,325		$	20,276
- as a percent of premium finance receivables - commercial outstanding	0.95		%	0.97		%	0.94		%
Net charge-offs of premium finance receivables - commercial	$	1,180		$	891		$	1,027
- annualized as a percent of average premium finance receivables - commercial	0.20		%	0.16		%	0.20		%

Fluctuations in this category may occur due to timing and nature of account collections from insurance carriers. The Company’s underwriting standards, regardless of the condition of the economy, have remained consistent. We anticipate that net charge-offs and non-performing asset levels in the near term will continue to be at levels that are within acceptable operating ranges for this category of loans. Management is comfortable with administering the collections at this level of non-performing property and casualty premium finance receivables and believes reserves are adequate to absorb inherent losses that are expected upon the ultimate resolution of these credits.

Due to the nature of collateral for commercial premium finance receivables, it customarily takes 60-150 days to convert the collateral into cash. Accordingly, the level of non-performing commercial premium finance receivables is not necessarily indicative of the loss inherent in the portfolio. In the event of default, Wintrust has the power to cancel the insurance policy and collect the unearned portion of the premium from the insurance carrier. In the event of cancellation, the cash returned in payment of the unearned premium by the insurer should generally be sufficient to cover the receivable balance, the interest and other charges due. Due to notification requirements and processing time by most insurance carriers, many receivables will become delinquent beyond 90 days while the insurer is processing the return of the unearned premium. Management continues to accrue interest until maturity as the unearned premium is ordinarily sufficient to pay-off the outstanding balance and contractual interest due.

Nonperforming Loans Rollforward

The table below presents a summary of the changes in the balance of non-performing loans, excluding covered loans, for the periods presented:



	Three Months Ended									Six Months Ended
	June 30,			March 31,			June 30,			June 30,			June 30,
(Dollars in thousands)	2014			2014			2013			2014			2013
Balance at beginning of period	$	90,124		$	103,334		$	128,633		$	103,334		$	118,083
Additions, net	15,143			5,655			21,348			20,798			49,378
Return to performing status	(1,094		)	(1,973		)	(817		)	(3,067		)	(817		)
Payments received	(3,083		)	(3,730		)	(10,552		)	(6,813		)	(14,673		)
Transfer to OREO and other repossessed assets	(9,741		)	(10,013		)	(5,271		)	(19,754		)	(12,161		)
Charge-offs	(4,602		)	(4,774		)	(11,325		)	(9,376		)	(20,473		)
Net change for niche loans ⁽¹⁾	1,903			1,625			(531		)	3,528			2,148
Balance at end of period	$	88,650		$	90,124		$	121,485		$	88,650		$	121,485


(1)	This includes activity for premium finance receivables and indirect consumer loans.

TDRs

The table below presents a summary of TDRs as of the respective date, presented by loan category and accrual status:



	June 30,			March 31,			June 30,
(Dollars in thousands)	2014			2014			2013
Accruing TDRs:
Commercial	$	5,225		$	5,844		$	7,316
Commercial real estate	63,178			64,726			82,072
Residential real estate and other	3,796			4,052			4,422
Total accrual	$	72,199		$	74,622		$	93,810
Non-accrual TDRs: ⁽¹⁾
Commercial	$	1,192		$	1,434		$	1,904
Commercial real estate	12,656			14,774			28,552
Residential real estate and other	2,060			1,687			1,930
Total non-accrual	$	15,908		$	17,895		$	32,386
Total TDRs:
Commercial	$	6,417		$	7,278		$	9,220
Commercial real estate	75,834			79,500			110,624
Residential real estate and other	5,856			5,739			6,352
Total TDRs	$	88,107		$	92,517		$	126,196
Weighted-average contractual interest rate of TDRs	4.04		%	4.02		%	4.06		%


(1)	Included in total non-performing loans.

At June 30, 2014, the Company had $88.1 million in loans modified in TDRs. The $88.1 million in TDRs represents 143 credits in which economic concessions were granted to certain borrowers to better align the terms of their loans with their current ability to pay. The balance decreased from $92.5 million representing 143 credits at March 31, 2014 and decreased from $126.2 million representing 167 credits at June 30, 2013.

The table below presents a summary of TDRs as of June 30, 2014 and June 30, 2013, and shows the changes in the balance during the periods presented:

Three Months Ended June 30, 2014



(Dollars in thousands)	Commercial			Commercial Real Estate			Residential Real Estate and Other			Total
Balance at beginning of period	$	7,278		$	79,500		$	5,739		$	92,517
Additions during the period	—			2,020			220			2,240
Reductions:
Charge-offs	(17		)	(19		)	(73		)	(109		)
Transferred to OREO and other repossessed assets	(252		)	(3,780		)	—			(4,032		)
Removal of TDR loan status ⁽¹⁾	(383		)	—			—			(383		)
Payments received	(209		)	(1,887		)	(30		)	(2,126		)
Balance at period end	$	6,417		$	75,834		$	5,856		$	88,107

Three Months Ended June 30, 2013



(Dollars in thousands)	Commercial			Commercial Real Estate			Residential Real Estate and Other			Total
Balance at beginning of period	$	11,837		$	98,303		$	6,205		$	116,345
Additions during the period	—			14,067			401			14,468
Reductions:
Charge-offs	(27		)	(371		)	(240		)	(638		)
Transferred to OREO and other repossessed assets	—			(670		)	—			(670		)
Removal of TDR loan status ⁽¹⁾	(2,231		)	—			—			(2,231		)
Payments received	(359		)	(705		)	(14		)	(1,078		)
Balance at period end	$	9,220		$	110,624		$	6,352		$	126,196


(1)	Loan was previously classified as a troubled debt restructuring and subsequently performed in compliance with the loan’s modified terms for a period of six months (including over a calendar year-end) at a modified interest rate which represented a market rate at the time of restructuring. Per our TDR policy, the TDR classification is removed.

Six Months Ended June 30, 2014



(Dollars in thousands)	Commercial			Commercial Real Estate			Residential Real Estate and Other			Total
Balance at beginning of period	$	7,388		$	93,535		$	6,180		$	107,103
Additions during the period	88			7,177			220			7,485
Reductions:
Charge-offs	(23		)	(3,732		)	(479		)	(4,234		)
Transferred to OREO and other repossessed assets	(252		)	(16,057		)	—			(16,309		)
Removal of TDR loan status ⁽¹⁾	(383		)	—			—			(383		)
Payments received	(401		)	(5,089		)	(65		)	(5,555		)
Balance at period end	$	6,417		$	75,834		$	5,856		$	88,107


(1)	Loan was previously classified as a troubled debt restructuring and subsequently performed in compliance with the loan’s modified terms for a period of six months (including over a calendar year-end) at a modified interest rate which represented a market rate at the time of restructuring. Per our TDR policy, the TDR classification is removed.

Six Months Ended June 30, 2013



(Dollars in thousands)	Commercial			Commercial Real Estate			Residential Real Estate and Other			Total
Balance at beginning of period	$	17,995		$	102,415		$	6,063		$	126,473
Additions during the period	708			15,259			778			16,745
Reductions:
Charge-offs	(2,169		)	(1,743		)	(257		)	(4,169		)
Transferred to OREO and other repossessed assets	(3,800		)	(837		)	(103		)	(4,740		)
Removal of TDR loan status ⁽¹⁾	(2,840		)	—			—			(2,840		)
Payments received	(674		)	(4,470		)	(129		)	(5,273		)
Balance at period end	$	9,220		$	110,624		$	6,352		$	126,196


(1)	Loan was previously classified as a troubled debt restructuring and subsequently performed in compliance with the loan’s modified terms for a period of six months (including over a calendar year-end) at a modified interest rate which represented a market rate at the time of restructuring. Per our TDR policy, the TDR classification is removed.

The Company’s approach to restructuring loans, excluding those acquired with evidence of credit quality deterioration since origination, is built on its credit risk rating system which requires credit management personnel to assign a credit risk rating to each loan at the time of each modification. In each case, the loan officer is responsible for recommending a credit risk rating for each loan and ensuring the credit risk ratings are appropriate. These credit risk ratings are then reviewed and approved by the bank’s chief credit officer and/or concurrence credit officer. Credit risk ratings are determined by evaluating a number of factors including a borrower’s financial strength, cash flow coverage, collateral protection and guarantees. The Company’s credit risk rating scale is one through ten with higher scores indicating higher risk. In the case of loans rated six or worse following modification, the Company’s Managed Assets Division evaluates the loan and the credit risk rating and determines that the loan has been restructured to be reasonably assured of repayment and of performance according to the modified terms and is supported by a current, well-documented credit assessment of the borrower’s financial condition and prospects for repayment under the revised terms.

A modification of a loan, excluding those acquired with evidence of credit quality deterioration since origination, with an existing credit risk rating of six or worse or a modification of any other credit, which will result in a restructured credit risk rating of six or worse must be reviewed for TDR classification. In that event, our Managed Assets Division conducts an overall credit and collateral review. A modification of a loan is considered to be a TDR if both (1) the borrower is experiencing financial difficulty and (2) for economic or legal reasons, the bank grants a concession to a borrower that it would not otherwise consider. The modification of a loan, excluding those acquired with evidence of credit quality deterioration since origination, where the credit risk rating is five or better both before and after such modification is not considered to be a TDR. Based on the Company’s credit risk rating system, it considers that borrowers whose credit risk rating is five or better are not experiencing financial difficulties and therefore, are not considered TDRs.

All credits determined to be a TDR will continue to be classified as a TDR in all subsequent periods, unless the borrower has been in compliance with the loan’s modified terms for a period of six months (including over a calendar year-end) and the modified interest rate represented a market rate at the time of a restructuring. The Managed Assets Division, in consultation with the respective loan officer, determines whether the modified interest rate represented a current market rate at the time of restructuring. Using knowledge of current market conditions and rates, competitive pricing on recent loan originations, and an assessment of various characteristics of the modified loan (including collateral position and payment history), an appropriate market rate for a new borrower with similar risk is determined. If the modified interest rate meets or exceeds this market rate for a new borrower with similar risk, the modified interest rate represents a market rate at the time of restructuring. Additionally, before removing a loan from TDR classification, a review of the current or previously measured impairment on the loan and any concerns related to future performance by the borrower is conducted. If concerns exist about the future ability of the borrower to meet its obligations under the loans based on a credit review by the Managed Assets Division, the TDR classification is not removed from the loan. Loans classified as TDRs that are re-modified subsequent to the initial determination will continue to be classified as TDRs following the re-modification, unless the requirements for removal from TDR classification discussed above are satisfied at the time of the re-modification.

TDRs are reviewed at the time of modification and on a quarterly basis to determine if a specific reserve is needed. The carrying amount of the loan is compared to the expected payments to be received, discounted at the loan’s original rate, or for collateral dependent loans, to the fair value of the collateral. Any shortfall is recorded as a specific reserve. The Company, in accordance with ASC 310-10, continues to individually measure impairment of these loans after the TDR classification is removed.

Each TDR was reviewed for impairment at June 30, 2014 and approximately $4.9 million of impairment was present and appropriately reserved for through the Company’s normal reserving methodology in the Company’s allowance for loan losses. For TDRs in which impairment is calculated by the present value of future cash flows, the Company records interest income representing the decrease in impairment resulting from the passage of time during the respective period, which differs from interest income from contractually required interest on these specific loans. For the three months ended June 30, 2014 and 2013, the Company recorded $103,000 and $296,000, respectively, in interest income representing this decrease in impairment. For the six months ended June 30, 2014 and 2013, the Company recorded $235,000 and $522,000, respectively, in interest income.

Other Real Estate Owned

The table below presents a summary of other real estate owned, excluding covered other real estate owned, as of June 30, 2014, March 31, 2014 and June 30, 2013, and shows the activity for the respective period and the balance for each property type:



	Three Months Ended
	June 30,			March 31,			June 30,
(Dollars in thousands)	2014			2014			2013
Balance at beginning of period	$	54,131		$	50,454		$	56,177
Disposals/resolved	(6,155		)	(8,205		)	(9,488		)
Transfers in at fair value, less costs to sell	12,801			14,570			7,262
Additions from acquisition	—			—			6,818
Fair value adjustments	(1,189		)	(2,688		)	(3,744		)
Balance at end of period	$	59,588		$	54,131		$	57,025

	Period End
	June 30,			March 31,			June 30,
Balance by Property Type	2014			2014			2013
Residential real estate	$	9,007		$	6,452		$	7,327
Residential real estate development	3,216			3,500			6,950
Commercial real estate	47,365			44,179			42,748
Total	$	59,588		$	54,131		$	57,025

Covered Assets

In conjunction with FDIC-assisted transactions, the Company entered into loss share agreements with the FDIC. These agreements 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 separately on the Consolidated Statements of Condition. Subsequent to the acquisition date, reimbursements received from the FDIC for actual incurred losses will reduce the loss share assets. Additional expected losses, to the extent such expected losses result in the recognition of an allowance for loan losses, will increase the loss share assets. 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 allowance for loan losses for loans acquired in FDIC-assisted transactions is determined without giving consideration to the amounts recoverable through loss share agreements (since the loss share agreements are separately accounted for and thus presented “gross” on the balance sheet). On the Consolidated Statements of Income, the provision for credit losses is reported net of changes in the amount recoverable under the loss share agreements. 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 reduce the loss share assets. The increases in cash flows for the purchased loans are recognized as interest income prospectively.

The following table provides a comparative analysis for the period end balances of the covered asset components and any changes in the allowance for covered loan losses.



	June 30,			March 31,			June 30,
(Dollars in thousands)	2014			2014			2013
Period End Balances:
Loans	$	275,154		$	312,478		$	454,602
Other real estate owned	55,996			75,148			95,476
Other assets	2,242			2,272			2,272
FDIC Indemnification asset	46,115			60,298			137,681
Total covered assets	$	379,507		$	450,196		$	690,031
Allowance for Covered Loan Losses Rollforward:
Balance at beginning of quarter:	$	3,447		$	10,092		$	12,272
Provision for covered loan losses before benefit attributable to FDIC loss share agreements	(764		)	(7,121		)	1,246
Benefit attributable to FDIC loss share agreements	611			5,697			(997		)
Net provision for covered loan losses	(153		)	(1,424		)	249
(Decrease) increase in FDIC indemnification asset	(611		)	(5,697		)	997
Loans charged-off	(2,189		)	(2,864		)	(2,266		)
Recoveries of loans charged-off	1,173			3,340			3,177
Net (charge-offs) recoveries	(1,016		)	476			911
Balance at end of quarter	$	1,667		$	3,447		$	14,429

Changes in Accretable Yield

The excess of cash flows expected to be collected over the carrying value of loans accounted for under ASC 310-30 is referred to as the accretable yield and is recognized in interest income using an effective yield method over the remaining life of the pool of loans. The accretable yield is affected by:


•	Changes in interest rate indices for variable rate loans accounted for under ASC 310-30 – Expected future cash flows are based on the variable rates in effect at the time of the regular evaluations of cash flows expected to be collected;


•	Changes in prepayment assumptions – Prepayments affect the estimated life of loans accounted for under ASC 310-30 which may change the amount of interest income, and possibly principal, expected to be collected; and


•	Changes in the expected principal and interest payments over the estimated life – Updates to expected cash flows are driven by the credit outlook and actions taken with borrowers. Changes in expected future cash flows from loan modifications are included in the regular evaluations of cash flows expected to be collected.

The following table provides activity for the accretable yield of loans accounted for under ASC 310-30.



	Three Months Ended June 30, 2014						Three Months Ended June 30, 2013
	Bank			Life Insurance Premium			Bank			Life Insurance Premium
(Dollars in thousands)	Acquisitions			Finance Loans			Acquisitions			Finance Loans
Accretable yield, beginning balance	$	97,674		$	6,561		$	121,725		$	11,218
Acquisitions	—			—			2,055			—
Accretable yield amortized to interest income	(9,617		)	(1,433		)	(9,347		)	(2,254		)
Accretable yield amortized to indemnification asset⁽¹⁾	(11,161		)	—			(11,906		)	—
Reclassification from non-accretable difference⁽²⁾	17,928			—			30,792			1,007
(Decreases) increases in interest cash flows due to payments and changes in interest rates	(2,722		)	51			(2,463		)	316
Accretable yield, ending balance ⁽³⁾	$	92,102		$	5,179		$	130,856		$	10,287



	Six Months Ended June 30, 2014						Six Months Ended June 30, 2013
	Bank			Life Insurance Premium			Bank			Life Insurance Premium
(Dollars in thousands)	Acquisitions			Finance Loans			Acquisitions			Finance Loans
Accretable yield, beginning balance	$	107,655		$	8,254		$	143,224		$	13,055
Acquisitions	—			—			1,977			—
Accretable yield amortized to interest income	(17,387		)	(3,204		)	(18,924		)	(4,273		)
Accretable yield amortized to indemnification asset⁽¹⁾	(16,809		)	—			(20,612		)	—
Reclassification from non-accretable difference⁽²⁾	26,508			—			36,204			1,007
(Decreases) increases in interest cash flows due to payments and changes in interest rates	(7,865		)	129			(11,013		)	498
Accretable yield, ending balance ⁽³⁾	$	92,102		$	5,179		$	130,856		$	10,287


(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 June 30, 2014, the Company estimates that the remaining accretable yield balance to be amortized to the indemnification asset for the bank acquisitions is $30.0 million. The remainder of the accretable yield related to bank acquisitions is expected to be amortized to interest income.

Accretion to interest income from loans acquired in bank acquisitions totaled $9.6 million and $9.3 million in the second quarter of 2014 and 2013, respectively. For the six months ended June 30, 2014 and 2013, the Company recorded accretion to interest income of $17.4 million and $18.9 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.

Items Impacting Comparative Financial Results:

Acquisitions

On May 16, 2014, the Company, through its wholly-owned subsidiary Hinsdale Bank and Trust Company ("Hinsdale Bank"), completed its acquisition of the Stone Park branch office and certain related deposits of Urban Partnership Bank.

On April 28, 2014, the Company completed the acquisition, through its wholly-owned subsidiary, First Insurance Funding of Canada, Inc., of 100% of the shares of each of Policy Billing Services Inc. and Equity Premium Finance Inc., two affiliated Canadian insurance premium funding and payment services companies.

On February 28, 2014, the Company, through its subsidiary Lake Forest Bank and Trust Company ("Lake Forest Bank"), completed an acquisition of a bank branch from Baytree National Bank & Trust Company. In addition to the banking facility, Lake Forest Bank acquired certain assets and approximately $15 million of deposits.

On October 18, 2013, the Company completed its acquisition of Diamond Bancorp, Inc. ("Diamond"). Diamond was the parent company of Diamond Bank, FSB ("Diamond Bank"), which operated four banking locations in Chicago, Schaumburg, Elmhurst, and Northbrook, Illinois. As part of the transaction, Diamond Bank was merged into the Company's wholly-owned subsidiary bank, North Shore Community Bank. Diamond Bank had approximately $169 million in assets and $140 million in deposits as of the acquisition date, prior to purchase accounting adjustments. The Company recorded goodwill of $8.4 million on the acquisition.

On October 1, 2013, the Company announced that its subsidiary, Barrington Bank and Trust Company, N.A. through its division Wintrust Mortgage, acquired certain assets and assumed certain liabilities of the mortgage banking business of Surety Financial Services ("Surety") of Sherman Oaks, California. Surety had five offices located in southern California which originated approximately $1.0 billion in the twelve months prior to the acquisition date.

On May 1, 2013, the Company completed its acquisition of First Lansing Bancorp, Inc. ("FLB"). FLB was the parent company of First National Bank of Illinois ("FNBI"). FNBI was headquartered in Lansing, Illinois and operated seven banking locations in the south and southwest suburbs of Chicago, as well as one location in northwest Indiana. As part of the transaction, FNBI merged into the Company's wholly-owned subsidiary bank, Old Plank Trail Community Bank, N.A. (“Old Plank Trail Bank”), and the seven banking locations acquired are operating as branches of Old Plank Trail Bank. FNBI had approximately $372 million in assets and approximately $330 million in deposits as of the acquisition date, prior to purchase accounting adjustments. The Company recorded goodwill of $14.0 million on the acquisition.

Divestiture of Previous FDIC-Assisted Acquisition

On February 1, 2013, Hinsdale Bank completed its divestiture of the deposits and current banking operations of Second Federal, which were acquired in an FDIC-assisted transaction on July 20, 2012, to an unaffiliated credit union. Through this transaction, the Company divested approximately $149 million of related deposits.

Acquisitions Completed Subsequent to June 30, 2014 and Announced Acquisitions

On July 11, 2014, the Company, through its wholly-owned subsidiary Town Bank, completed its acquisition of the Pewaukee, Wisconsin branch of THE National Bank. In addition to the banking facility, Town bank acquired approximately $81 million in loans and approximately $36 million in deposits, prior to purchase accounting adjustments.

On April 8, 2014, the Company announced the signing of a definitive agreement to acquire, through its wholly-owned subsidiary Town Bank, certain branch offices and deposits of Talmer Bank & Trust. Through this transaction, subject to final adjustments, Town Bank will acquire 11 branch offices and deposits of approximately $360 million.

WINTRUST SUBSIDIARIES AND LOCATIONS

Wintrust is a financial holding company whose common stock is traded on the Nasdaq Global Select Market (Nasdaq: WTFC). Its 15 community bank subsidiaries are: Lake Forest Bank & Trust Company, Hinsdale Bank & Trust Company, North Shore Community Bank & Trust Company in Wilmette, Libertyville Bank & Trust Company, Barrington Bank & Trust Company, Crystal Lake Bank & Trust Company, Northbrook Bank & Trust Company, Schaumburg Bank & Trust Company, N.A., Village Bank & Trust in Arlington Heights, Beverly Bank & Trust Company in Chicago, Wheaton Bank & Trust Company, State Bank of The Lakes in Antioch, Old Plank Trail Community Bank, N.A. in New Lenox, St. Charles Bank & Trust Company and Town Bank in Hartland, Wisconsin. The banks also operate facilities in Illinois in Algonquin, Bloomingdale, Buffalo Grove, Cary, Chicago, Clarendon Hills, Crete, Deerfield, Downers Grove, Elgin, Evergreen Park, Frankfort, Geneva, Glencoe, Glen Ellyn, Gurnee, Grayslake, Hanover Park, Highland Park, Highwood, Hoffman Estates, Island Lake, Itasca, Joliet, Lake Bluff, Lake Villa, Lansing, Lindenhurst, Lynwood, McHenry, Mokena, Mount Prospect, Mundelein, Naperville, North Chicago, Northfield, Norridge, Orland Park, Palatine, Park Ridge, Plainfield, Prospect Heights, Ravinia, Riverside, Rogers Park, Roselle, Shorewood, Skokie, South Holland, Spring Grove, Steger, Stone Park, Vernon Hills, Wauconda, Western Springs, Willowbrook, Winnetka and Wood Dale and in Delafield, Elm Grove, Madison, Menomenee Falls, Pewaukee and Wales, Wisconsin and Dyer, Indiana.

Additionally, the Company operates various non-bank business units:


•	First Insurance Funding Corporation, one of the largest insurance premium finance companies operating in the United States, serves commercial and life insurance loan customers throughout the country.


•	First Insurance Funding of Canada serves commercial insurance loan customers throughout Canada


•	Tricom, Inc. of Milwaukee provides high-yielding, short-term accounts receivable financing and value-added out-sourced administrative services, such as data processing of payrolls, billing and cash management services, to temporary staffing service clients located throughout the United States.


•	Wintrust Mortgage, a division of Barrington Bank & Trust Company, engages primarily in the origination and purchase of residential mortgages for sale into the secondary market through origination offices located throughout the United States. Loans are also originated nationwide through relationships with wholesale and correspondent offices.


•	Wayne Hummer Investments, LLC is a broker-dealer providing a full range of private client and brokerage services to clients and correspondent banks located primarily in the Midwest.


•	Great Lakes Advisors LLC provides money management services and advisory services to individual accounts.


•	The Chicago Trust Company, a trust subsidiary, allows Wintrust to service customers’ trust and investment needs at each banking location.

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements within the meaning of federal securities laws. Forward-looking information can be identified through the use of words such as “intend,” “plan,” “project,” “expect,” “anticipate,” “believe,” “estimate,” “contemplate,” “possible,” “point,” “will,” “may,” “should,” “would” and “could.” Forward-looking statements and information are not historical facts, are premised on many factors and assumptions, and represent only management’s expectations, estimates and projections regarding future events. Similarly, these statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict, which may include, but are not limited to, those listed below and the Risk Factors discussed under Item 1A of the Company’s 2013 Annual Report on Form 10-K and in any of the Company’s subsequent SEC filings. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of invoking these safe harbor provisions. Such forward-looking statements may be deemed to include, among other things, statements relating to the Company’s future financial performance, the performance of its loan portfolio, the expected amount of future credit reserves and charge-offs, delinquency trends, growth plans, regulatory developments, securities that the Company may offer from time to time, and management’s long-term performance goals, as well as statements relating to the anticipated effects on financial condition and results of operations from expected developments or events, the Company’s business and growth strategies, including future acquisitions of banks, specialty finance or wealth management businesses, internal growth and plans to form additional de novo banks or branch offices. Actual results could differ materially from those addressed in the forward-looking statements as a result of numerous factors, including the following:


•	negative economic conditions that adversely affect the economy, housing prices, the job market and other factors that may affect the Company’s liquidity and the performance of its loan portfolios, particularly in the markets in which it operates;


•	the extent of defaults and losses on the Company’s loan portfolio, which may require further increases in its allowance for credit losses;


•	estimates of fair value of certain of the Company’s assets and liabilities, which could change in value significantly from period to period;


•	the financial success and economic viability of the borrowers of our commercial loans;


•	market conditions in the commercial real estate market in the Chicago metropolitan area;


•	the extent of commercial and consumer delinquencies and declines in real estate values, which may require further increases in the Company’s allowance for loan and lease losses;


•	inaccurate assumptions in our analytical and forecasting models used to manage our loan portfolio;


•	changes in the level and volatility of interest rates, the capital markets and other market indices that may affect, among other things, the Company’s liquidity and the value of its assets and liabilities;


•	competitive pressures in the financial services business which may affect the pricing of the Company’s loan and deposit products as well as its services (including wealth management services);


•	failure to identify and complete favorable acquisitions in the future or unexpected difficulties or developments related to the integration of the Company’s recent or future acquisitions;


•	unexpected difficulties and losses related to FDIC-assisted acquisitions, including those resulting from our loss-sharing arrangements with the FDIC;


•	any negative perception of the Company’s reputation or financial strength;


•	ability to raise additional capital on acceptable terms when needed;


•	disruption in capital markets, which may lower fair values for the Company’s investment portfolio;


•	ability to use technology to provide products and services that will satisfy customer demands and create efficiencies in operations;


•	adverse effects on our information technology systems resulting from failures, human error or tampering;


•	adverse effects of failures by our vendors to provide agreed upon services in the manner and at the cost agreed, particularly our information technology vendors;


•	increased costs as a result of protecting our customers from the impact of stolen debit card information;


•	accuracy and completeness of information the Company receives about customers and counterparties to make credit decisions;


•	ability of the Company to attract and retain senior management experienced in the banking and financial services industries;


•	environmental liability risk associated with lending activities;


•	the impact of any claims or legal actions, including any effect on our reputation;


•	losses incurred in connection with repurchases and indemnification payments related to mortgages;


•	the loss of customers as a result of technological changes allowing consumers to complete their financial transactions without the use of a bank;


•	the soundness of other financial institutions;


•	the expenses and delayed returns inherent in opening new branches and de novo banks;


•	examinations and challenges by tax authorities;


•	changes in accounting standards, rules and interpretations and the impact on the Company’s financial statements;


•	the ability of the Company to receive dividends from its subsidiaries;


•	a decrease in the Company’s regulatory capital ratios, including as a result of further declines in the value of its loan portfolios, or otherwise;


•	legislative or regulatory changes, particularly changes in regulation of financial services companies and/or the products and services offered by financial services companies, including those resulting from the Dodd-Frank Act;


•	a lowering of our credit rating;


•	restrictions upon our ability to market our products to consumers and limitations on our ability to profitably operate our mortgage business resulting from the Dodd-Frank Act;


•	increased costs of compliance, heightened regulatory capital requirements and other risks associated with changes in regulation and the current regulatory environment, including the Dodd-Frank Act;


•	the impact of heightened capital requirements;


•	increases in the Company’s FDIC insurance premiums, or the collection of special assessments by the FDIC;


•	delinquencies or fraud with respect to the Company’s premium finance business;


•	credit downgrades among commercial and life insurance providers that could negatively affect the value of collateral securing the Company’s premium finance loans;


•	the Company’s ability to comply with covenants under its credit facility; and


•	fluctuations in the stock market, which may have an adverse impact on the Company’s wealth management business and brokerage operation.

Therefore, there can be no assurances that future actual results will correspond to these forward-looking statements. The reader is cautioned not to place undue reliance on any forward-looking statement made by the Company. Any such statement speaks only as of the date the statement was made or as of such date that may be referenced within the statement. The Company undertakes no obligation to update any forward-looking statement to reflect the impact of circumstances after the date of the press release. Persons are advised, however, to consult further disclosures management makes on related subjects in its reports filed with the Securities and Exchange Commission and in its press releases.

CONFERENCE CALL, WEB CAST AND REPLAY

The Company will hold a conference call at 10:00 a.m. (CT) Tuesday, July 15, 2014 regarding second quarter 2014 results. Individuals interested in listening should call (877) 363-5049 and enter Conference ID #72335427. A simultaneous audio-only web cast and replay of the conference call may be accessed via the Company’s web site at (http://www.wintrust.com), Investor Relations, Investor News and Events, Presentations & Conference Calls. The text of the second quarter 2014 earnings press release will be available on the home page of the Company’s website at (http://www.wintrust.com) and at the Investor Relations, Investor News and Events, Press Releases link on its website.

WINTRUST FINANCIAL CORPORATION

Supplemental Financial Information

5 Quarter Trends

WINTRUST FINANCIAL CORPORATION - Supplemental Financial Information

Selected Financial Highlights - 5 Quarter Trends

(Dollars in thousands, except per share data)



	Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
	2014			2014			2013			2013			2013
Selected Financial Condition Data (at end of period):
Total assets	$	18,895,681		$	18,221,163		$	18,097,783		$	17,682,548		$	17,613,546
Total loans, excluding covered loans	13,749,996			13,133,160			12,896,602			12,581,039			12,516,892
Total deposits	15,556,376			15,129,045			14,668,789			14,647,446			14,365,854
Junior subordinated debentures	249,493			249,493			249,493			249,493			249,943
Total shareholders’ equity	1,998,235			1,940,143			1,900,589			1,873,566			1,836,660
Selected Statements of Income Data:
Net interest income	149,180			144,006			142,308			141,782			135,824
Net revenue ⁽¹⁾	203,282			189,535			188,669			196,444			199,819
Net income	38,541			34,500			35,288			35,563			34,307
Net income per common share – Basic	$	0.79		$	0.71		$	0.82		$	0.86		$	0.85
Net income per common share – Diluted	$	0.76		$	0.68		$	0.70		$	0.71		$	0.69
Selected Financial Ratios and Other Data:
Performance Ratios:
Net interest margin ⁽²⁾	3.62		%	3.61		%	3.53		%	3.57		%	3.50		%
Non-interest income to average assets	1.19		%	1.03		%	1.03		%	1.24		%	1.49		%
Non-interest expense to average assets	2.93		%	2.96		%	2.82		%	2.89		%	2.97		%
Net overhead ratio ^{(2) (3)}	1.74		%	1.93		%	1.79		%	1.65		%	1.49		%
Efficiency ratio - FTE ^{(2) (4)}	65.36		%	69.02		%	65.95		%	64.60		%	63.97		%
Return on average assets	0.84		%	0.78		%	0.78		%	0.81		%	0.80		%
Return on average common equity	8.03		%	7.43		%	7.56		%	7.85		%	7.55		%
Return on average tangible common equity	10.43		%	9.71		%	9.92		%	10.27		%	9.92		%
Average total assets	$	18,302,942		$	17,980,943		$	17,835,999		$	17,489,571		$	17,283,985
Average total shareholders’ equity	1,971,656			1,923,649			1,895,498			1,853,122			1,859,265
Average loans to average deposits ratio	90.4		%	89.4		%	88.9		%	91.3		%	88.7		%
Average loans to average deposits ratio (including covered loans)	92.3			91.6			91.6			94.3			92.2
Common Share Data at end of period:
Market price per common share	$	46.00		$	48.66		$	46.12		$	41.07		$	38.28
Book value per common share ⁽²⁾	$	40.21		$	39.21		$	38.47		$	38.09		$	37.84
Tangible common book value per share ⁽²⁾	$	31.64		$	30.74		$	29.93		$	29.89		$	29.25
Common shares outstanding	46,552,905			46,258,960			46,116,583			39,731,043			37,725,143
Other Data at end of period:⁽⁸⁾
Leverage Ratio⁽⁵⁾	10.4		%	10.4		%	10.5		%	10.5		%	10.4		%
Tier 1 Capital to risk-weighted assets ⁽⁵⁾	11.7		%	12.0		%	12.2		%	12.3		%	12.0		%
Total capital to risk-weighted assets ⁽⁵⁾	13.2		%	12.6		%	12.9		%	13.1		%	12.9		%
Tangible common equity ratio (TCE) ^{(2) (7)}	8.0		%	8.0		%	7.8		%	7.9		%	7.4		%
Tangible common equity ratio, assuming full conversion of preferred stock ^{(2) (7)}	8.7		%	8.7		%	8.5		%	8.7		%	8.5		%
Allowance for credit losses ⁽⁶⁾	$	93,137		$	93,012		$	97,641		$	108,455		$	110,405
Non-performing loans	88,650			90,124			103,334			123,261			121,485
Allowance for credit losses to total loans ⁽⁶⁾	0.68		%	0.71		%	0.76		%	0.86		%	0.88		%
Non-performing loans to total loans	0.64		%	0.69		%	0.80		%	0.98		%	0.97		%
Number of:
Bank subsidiaries	15			15			15			15			15
Non-bank subsidiaries	8			8			8			8			8
Banking offices	127			126			124			119			117


(1)	Net revenue includes net interest income and non-interest income


(2)	See “Supplemental Financial Measures/Ratios” for additional information on this performance measure/ratio.


(3)	The net overhead ratio is calculated by netting total non-interest expense and total non-interest income, annualizing this amount, and dividing by that period’s total average assets. A lower ratio indicates a higher degree of efficiency.


(4)	The efficiency ratio is calculated by dividing total non-interest expense by tax-equivalent net revenue (less securities gains or losses). A lower ratio indicates more efficient revenue generation.


(5)	Capital ratios for current quarter-end are estimated.


(6)	The allowance for credit losses includes both the allowance for loan losses and the allowance for unfunded lending-related commitments, but excluding the allowance for covered loan losses.


(7)	Total shareholders’ equity minus preferred stock and total intangible assets divided by total assets minus total intangible assets


(8)	Asset quality ratios exclude covered loans.

WINTRUST FINANCIAL CORPORATION - SUPPLEMENTAL FINANCIAL INFORMATION

Consolidated Statements of Condition - 5 Quarter Trends



	(Unaudited)			(Unaudited)						(Unaudited)			(Unaudited)
	June 30,			March 31,			December 31,			September 30,			June 30,
(In thousands)	2014			2014			2013			2013			2013
Assets
Cash and due from banks	$	349,013		$	330,262		$	253,408		$	322,866		$	224,286
Federal funds sold and securities purchased under resale agreements	7,965			12,476			10,456			7,771			9,013
Interest-bearing deposits with other banks	506,871			540,964			495,574			681,834			440,656
Available-for-sale securities, at fair value	1,824,240			1,949,697			2,176,290			1,781,883			1,843,824
Trading account securities	2,234			1,068			497			259			659
Federal Home Loan Bank and Federal Reserve Bank stock, at cost	84,531			78,524			79,261			76,755			79,354
Brokerage customer receivables	28,199			26,884			30,953			29,253			26,214
Mortgage loans held-for-sale	363,627			215,231			334,327			334,345			537,991
Loans, net of unearned income, excluding covered loans	13,749,996			13,133,160			12,896,602			12,581,039			12,516,892
Covered loans	275,154			312,478			346,431			415,988			454,602
Total loans	14,025,150			13,445,638			13,243,033			12,997,027			12,971,494
Less: Allowance for loan losses	92,253			92,275			96,922			107,188			106,842
Less: Allowance for covered loan losses	1,667			3,447			10,092			12,924			14,429
Net loans	13,931,230			13,349,916			13,136,019			12,876,915			12,850,223
Premises and equipment, net	535,281			531,763			531,947			517,942			512,928
FDIC indemnification asset	46,115			60,298			85,672			100,313			137,681
Accrued interest receivable and other assets	525,394			549,705			569,619			576,121			573,709
Trade date securities receivable	292,366			182,600			—			—			—
Goodwill	381,721			373,725			374,547			357,309			356,871
Other intangible assets	16,894			18,050			19,213			18,982			20,137
Total assets	$	18,895,681		$	18,221,163		$	18,097,783		$	17,682,548		$	17,613,546
Liabilities and Shareholders’ Equity
Deposits:
Non-interest bearing	$	3,072,430		$	2,773,922		$	2,721,771		$	2,622,518		$	2,450,659
Interest bearing	12,483,946			12,355,123			11,947,018			12,024,928			11,915,195
Total deposits	15,556,376			15,129,045			14,668,789			14,647,446			14,365,854
Notes payable	—			182			364			1,546			1,729
Federal Home Loan Bank advances	580,582			387,672			417,762			387,852			585,942
Other borrowings	43,716			230,904			254,740			246,870			252,776
Subordinated notes	140,000			—			—			10,000			10,000
Junior subordinated debentures	249,493			249,493			249,493			249,493			249,493
Trade date securities payable	—			—			303,088			—			577
Accrued interest payable and other liabilities	327,279			283,724			302,958			265,775			310,515
Total liabilities	16,897,446			16,281,020			16,197,194			15,808,982			15,776,886
Shareholders’ Equity:
Preferred stock	126,467			126,477			126,477			126,500			176,476
Common stock	46,627			46,332			46,181			39,992			37,985
Surplus	1,125,551			1,122,233			1,117,032			1,118,550			1,066,796
Treasury stock	(3,449		)	(3,380		)	(3,000		)	(8,290		)	(8,214		)
Retained earnings	737,542			705,234			676,935			643,228			612,821
Accumulated other comprehensive loss	(34,503		)	(56,753		)	(63,036		)	(46,414		)	(49,204		)
Total shareholders’ equity	1,998,235			1,940,143			1,900,589			1,873,566			1,836,660
Total liabilities and shareholders’ equity	$	18,895,681		$	18,221,163		$	18,097,783		$	17,682,548		$	17,613,546

WINTRUST FINANCIAL CORPORATION - SUPPLEMENTAL FINANCIAL INFORMATION

Consolidated Statements of Income (Unaudited) - 5 Quarter Trends



	Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
(In thousands, except per share data)	2014			2014			2013			2013			2013
Interest income
Interest and fees on loans	$	151,984		$	147,030		$	149,528		$	150,810		$	145,983
Interest bearing deposits with banks	319			249			435			229			411
Federal funds sold and securities purchased under resale agreements	6			4			4			4			4
Securities	13,309			13,114			9,690			9,224			9,359
Trading account securities	5			9			(2		)	14			8
Federal Home Loan Bank and Federal Reserve Bank stock	727			711			709			687			693
Brokerage customer receivables	200			209			218			200			188
Total interest income	166,550			161,326			160,582			161,168			156,646
Interest expense
Interest on deposits	11,759			11,923			12,488			12,524			13,675
Interest on Federal Home Loan Bank advances	2,705			2,643			2,700			2,729			2,821
Interest on notes payable and other borrowings	510			750			1,145			910			1,132
Interest on subordinated notes	354			—			16			40			52
Interest on junior subordinated debentures	2,042			2,004			1,925			3,183			3,142
Total interest expense	17,370			17,320			18,274			19,386			20,822
Net interest income	149,180			144,006			142,308			141,782			135,824
Provision for credit losses	6,660			1,880			3,850			11,114			15,382
Net interest income after provision for credit losses	142,520			142,126			138,458			130,668			120,442
Non-interest income
Wealth management	18,222			16,813			16,265			16,057			15,892
Mortgage banking	23,804			16,428			19,296			25,682			31,734
Service charges on deposit accounts	5,688			5,346			5,230			5,308			5,035
(Losses) gains on available-for-sale securities, net	(336		)	(33		)	(3,328		)	75			2
Fees from covered call options	1,244			1,542			1,856			285			993
Trading (losses) gains, net	(743		)	(652		)	(278		)	(1,655		)	3,260
Other	6,223			6,085			7,320			8,910			7,079
Total non-interest income	54,102			45,529			46,361			54,662			63,995
Non-interest expense
Salaries and employee benefits	81,963			79,934			74,049			78,007			79,225
Equipment	7,223			7,403			7,260			6,593			6,413
Occupancy, net	9,850			10,993			9,994			9,079			8,707
Data processing	4,543			4,715			4,831			4,884			4,358
Advertising and marketing	3,558			2,816			3,517			2,772			2,722
Professional fees	4,046			3,454			4,132			3,378			4,191
Amortization of other intangible assets	1,156			1,163			1,189			1,154			1,164
FDIC insurance	3,196			2,951			3,036			3,245			3,003
OREO expense, net	2,490			3,976			2,671			2,499			2,284
Other	15,566			13,910			16,318			15,637			16,120
Total non-interest expense	133,591			131,315			126,997			127,248			128,187
Income before taxes	63,031			56,340			57,822			58,082			56,250
Income tax expense	24,490			21,840			22,534			22,519			21,943
Net income	$	38,541		$	34,500		$	35,288		$	35,563		$	34,307
Preferred stock dividends and discount accretion	$	1,581		$	1,581		$	1,581		$	1,581		$	2,617
Net income applicable to common shares	$	36,960		$	32,919		$	33,707		$	33,982		$	31,690
Net income per common share - Basic	$	0.79		$	0.71		$	0.82		$	0.86		$	0.85
Net income per common share - Diluted	$	0.76		$	0.68		$	0.70		$	0.71		$	0.69
Cash dividends declared per common share	$	0.10		$	0.10		$	—		$	0.09		$	—
Weighted average common shares outstanding	46,520			46,195			40,954			39,331			37,486
Dilutive potential common shares	4,402			4,509			9,598			10,823			12,354
Average common shares and dilutive common shares	50,922			50,704			50,552			50,154			49,840

WINTRUST FINANCIAL CORPORATION - SUPPLEMENTAL FINANCIAL INFORMATION

Period End Loan Balances - 5 Quarter Trends



	June 30,			March 31,			December 31,			September 30,			June 30,
(Dollars in thousands)	2014			2014			2013			2013			2013
Balance:
Commercial	$	3,640,430		$	3,439,197		$	3,253,687		$	3,109,121		$	3,119,931
Commercial real estate	4,353,472			4,262,255			4,230,035			4,146,110			4,094,628
Home equity	713,642			707,748			719,137			736,620			758,260
Residential real-estate	451,905			426,769			434,992			397,707			384,961
Premium finance receivables - commercial	2,378,529			2,208,361			2,167,565			2,150,481			2,165,734
Premium finance receivables - life insurance	2,051,645			1,929,334			1,923,698			1,869,739			1,821,147
Consumer and other ⁽¹⁾	160,373			159,496			167,488			171,261			172,231
Total loans, net of unearned income, excluding covered loans	$	13,749,996		$	13,133,160		$	12,896,602		$	12,581,039		$	12,516,892
Covered loans	275,154			312,478			346,431			415,988			454,602
Total loans, net of unearned income	$	14,025,150		$	13,445,638		$	13,243,033		$	12,997,027		$	12,971,494
Mix:
Commercial	26		%	26		%	25		%	24		%	24		%
Commercial real estate	31			32			32			32			31
Home equity	5			5			5			6			6
Residential real-estate	3			3			3			3			3
Premium finance receivables - commercial	17			17			16			16			16
Premium finance receivables - life insurance	15			14			15			14			14
Consumer and other ⁽¹⁾	1			1			1			2			2
Total loans, net of unearned income, excluding covered loans	98		%	98		%	97		%	97		%	96		%
Covered loans	2			2			3			3			4
Total loans, net of unearned income	100		%	100		%	100		%	100		%	100		%


(1)	Includes autos, boats, snowmobiles and other indirect consumer loans.

WINTRUST FINANCIAL CORPORATION - SUPPLEMENTAL FINANCIAL INFORMATION

Period End Deposits Balances - 5 Quarter Trends



	June 30,			March 31,			December 31,			September 30,			June 30,
(Dollars in thousands)	2014			2014			2013			2013			2013
Balance:
Non-interest bearing	$	3,072,430		$	2,773,922		$	2,721,771		$	2,622,518		$	2,450,659
NOW	2,002,868			1,983,251			1,953,882			1,922,906			2,147,004
Wealth Management deposits ⁽¹⁾	1,220,102			1,289,134			1,013,850			1,099,509			1,083,897
Money Market	3,591,540			3,454,271			3,359,999			3,423,413			3,037,354
Savings	1,427,222			1,443,943			1,392,575			1,318,147			1,304,619
Time certificates of deposit	4,242,214			4,184,524			4,226,712			4,260,953			4,342,321
Total deposits	$	15,556,376		$	15,129,045		$	14,668,789		$	14,647,446		$	14,365,854
Mix:
Non-interest bearing	20		%	18		%	19		%	18		%	17		%
NOW	13			13			13			13			15
Wealth Management deposits ⁽¹⁾	8			8			7			8			8
Money Market	23			23			23			23			21
Savings	9			10			9			9			9
Time certificates of deposit	27			28			29			29			30
Total deposits	100		%	100		%	100		%	100		%	100		%


(1)	Represents deposit balances of the Company’s subsidiary banks from brokerage customers of Wayne Hummer Investments, trust and asset management customers of The Chicago Trust Company and brokerage customers from unaffiliated companies which have been placed into deposit accounts of the Banks.

WINTRUST FINANCIAL CORPORATION - SUPPLEMENTAL FINANCIAL INFORMATION

Net Interest Margin (Including Call Option Income) - 5 Quarter Trends



	Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
(Dollars in thousands)	2014			2014			2013			2013			2013
Net interest income	$	149,952		$	144,696		$	142,880		$	142,391		$	136,409
Call option income	1,244			1,542			1,856			285			993
Net interest income including call option income	$	151,196		$	146,238		$	144,736		$	142,676		$	137,402
Yield on earning assets	4.03		%	4.04		%	3.98		%	4.05		%	4.04		%
Rate on interest-bearing liabilities	0.53			0.54			0.56			0.60			0.65
Rate spread	3.50		%	3.50		%	3.42		%	3.45		%	3.39		%
Net free funds contribution	0.12			0.11			0.11			0.12			0.11
Net interest margin	3.62			3.61			3.53			3.57			3.50
Call option income	0.03			0.04			0.05			0.01			0.03
Net interest margin including call option income	3.65		%	3.65		%	3.58		%	3.58		%	3.53		%

WINTRUST FINANCIAL CORPORATION - SUPPLEMENTAL FINANCIAL INFORMATION

Net Interest Margin (Including Call Option Income - YTD Trends)



	Six Months Ended, June 30,			Years Ended December 31,
(Dollars in thousands)	2014			2013			2012			2011			2010
Net interest income	$	294,647		$	552,887		$	521,463		$	463,071		$	417,564
Call option income	2,786			4,773			10,476			13,570			2,235
Net interest income including call option income	$	297,433		$	557,660		$	531,939		$	476,641		$	419,799
Yield on earning assets	4.03		%	4.01		%	4.21		%	4.49		%	4.80		%
Rate on interest-bearing liabilities	0.53			0.62			0.86			1.23			1.61
Rate spread	3.50		%	3.39		%	3.35		%	3.26		%	3.19		%
Net free funds contribution	0.11			0.11			0.14			0.16			0.18
Net interest margin	3.61			3.50			3.49			3.42			3.37
Call option income	0.03			0.03			0.07			0.10			0.02
Net interest margin including call option income	3.64		%	3.53		%	3.56		%	3.52		%	3.39		%

WINTRUST FINANCIAL CORPORATION - SUPPLEMENTAL FINANCIAL INFORMATION

Quarterly Average Balances - 5 Quarter Trends



	Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
(In thousands)	2014			2014			2013			2013			2013
Liquidity management assets	$	2,607,980		$	2,646,720		$	2,613,876		$	2,262,839		$	2,560,118
Other earning assets	27,463			28,925			28,746			27,426			25,775
Loans, net of unearned income	13,710,535			13,278,122			13,043,666			13,113,138			12,546,676
Covered loans	292,553			325,885			388,148			435,961			491,603
Total earning assets	$	16,638,531		$	16,279,652		$	16,074,436		$	15,839,364		$	15,624,172
Allowance for loan and covered loan losses	(98,255		)	(110,304		)	(122,060		)	(126,164		)	(126,455		)
Cash and due from banks	232,716			223,324			237,138			209,539			225,712
Other assets	1,529,950			1,588,271			1,646,485			1,566,832			1,560,556
Total assets	$	18,302,942		$	17,980,943		$	17,835,999		$	17,489,571		$	17,283,985
Interest-bearing deposits	$	12,284,444		$	12,121,185		$	11,945,314		$	11,817,636		$	11,766,422
Federal Home Loan Bank advances	446,778			388,975			389,583			454,563			434,572
Notes payable and other borrowings	148,135			244,950			251,168			256,318			273,255
Subordinated notes	27,692			—			4,022			10,000			13,187
Junior subordinated notes	249,493			249,493			249,493			249,493			249,493
Total interest-bearing liabilities	$	13,156,542		$	13,004,603		$	12,839,580		$	12,788,010		$	12,736,929
Non-interest bearing deposits	2,880,501			2,726,872			2,723,360			2,552,182			2,379,315
Other liabilities	294,243			325,819			377,561			296,257			308,476
Equity	1,971,656			1,923,649			1,895,498			1,853,122			1,859,265
Total liabilities and shareholders’ equity	$	18,302,942		$	17,980,943		$	17,835,999		$	17,489,571		$	17,283,985

WINTRUST FINANCIAL CORPORATION - SUPPLEMENTAL FINANCIAL INFORMATION

Net Interest Margin - 5 Quarter Trends



	Three Months Ended
	June 30, 2014		March 31, 2014		December 31, 2013		September 30, 2013		June 30, 2013
Yield earned on:
Liquidity management assets	2.28	%	2.23	%	1.70	%	1.84	%	1.70	%
Other earning assets	3.02		3.12		2.95		3.19		3.13
Loans, net of unearned income	4.25		4.29		4.32		4.30		4.38
Covered loans	9.73		8.64		7.85		8.16		7.40
Total earning assets	4.03	%	4.04	%	3.98	%	4.05	%	4.04	%
Rate paid on:
Interest-bearing deposits	0.38	%	0.40	%	0.41	%	0.42	%	0.47	%
Federal Home Loan Bank advances	2.43		2.76		2.75		2.38		2.60
Notes payable and other borrowings	1.38		1.24		1.81		1.41		1.66
Subordinated notes	5.06		—		1.56		1.57		1.58
Junior subordinated notes	3.24		3.21		3.02		4.99		4.98
Total interest-bearing liabilities	0.53	%	0.54	%	0.56	%	0.60	%	0.65	%
Interest rate spread	3.50	%	3.50	%	3.42	%	3.45	%	3.39	%
Net free funds/contribution	0.12		0.11		0.11		0.12		0.11
Net interest income/Net interest margin	3.62	%	3.61	%	3.53	%	3.57	%	3.50	%

WINTRUST FINANCIAL CORPORATION - SUPPLEMENTAL FINANCIAL INFORMATION

Non-Interest Income - 5 Quarter Trends



	Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
(In thousands)	2014			2014			2013			2013			2013
Brokerage	$	8,270		$	7,091		$	7,200		$	7,388		$	7,426
Trust and asset management	9,952			9,722			9,065			8,669			8,466
Total wealth management	18,222			16,813			16,265			16,057			15,892
Mortgage banking	23,804			16,428			19,296			25,682			31,734
Service charges on deposit accounts	5,688			5,346			5,230			5,308			5,035
(Losses) gains on available-for-sale securities, net	(336		)	(33		)	(3,328		)	75			2
Fees from covered call options	1,244			1,542			1,856			285			993
Trading (losses) gains, net	(743		)	(652		)	(278		)	(1,655		)	3,260
Other:
Interest rate swap fees	1,192			951			1,537			2,183			1,638
Bank Owned Life Insurance	675			712			1,074			625			902
Administrative services	938			859			878			943			832
Miscellaneous	3,418			3,563			3,831			5,159			3,707
Total other income	6,223			6,085			7,320			8,910			7,079
Total Non-Interest Income	$	54,102		$	45,529		$	46,361		$	54,662		$	63,995

WINTRUST FINANCIAL CORPORATION - SUPPLEMENTAL FINANCIAL INFORMATION

Non-Interest Expense - 5 Quarter Trends



	Three Months Ended
	June 30,		March 31,		December 31,		September 30,		June 30,
(In thousands)	2014		2014		2013		2013		2013
Salaries and employee benefits:
Salaries	$	43,349	$	43,736	$	43,832	$	42,789	$	41,671
Commissions and bonus	25,398		21,534		18,009		23,409		25,143
Benefits	13,216		14,664		12,208		11,809		12,411
Total salaries and employee benefits	81,963		79,934		74,049		78,007		79,225
Equipment	7,223		7,403		7,260		6,593		6,413
Occupancy, net	9,850		10,993		9,994		9,079		8,707
Data processing	4,543		4,715		4,831		4,884		4,358
Advertising and marketing	3,558		2,816		3,517		2,772		2,722
Professional fees	4,046		3,454		4,132		3,378		4,191
Amortization of other intangible assets	1,156		1,163		1,189		1,154		1,164
FDIC insurance	3,196		2,951		3,036		3,245		3,003
OREO expense, net	2,490		3,976		2,671		2,499		2,284
Other:
Commissions - 3rd party brokers	1,633		1,657		1,439		1,277		1,128
Postage	1,465		1,429		1,622		1,255		1,464
Stationery and supplies	894		892		1,157		1,009		887
Miscellaneous	11,574		9,932		12,100		12,096		12,641
Total other expense	15,566		13,910		16,318		15,637		16,120
Total Non-Interest Expense	$	133,591	$	131,315	$	126,997	$	127,248	$	128,187

WINTRUST FINANCIAL CORPORATION - SUPPLEMENTAL FINANCIAL INFORMATION

Allowance for Credit Losses, excluding covered loans - 5 Quarter Trends



	Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
(Dollars in thousands)	2014			2014			2013			2013			2013
Allowance for loan losses at beginning of period	$	92,275		$	96,922		$	107,188		$	106,842		$	110,348
Provision for credit losses	6,813			3,304			3,904			11,580			15,133
Other adjustments	(105		)	(148		)	(195		)	(205		)	(309		)
Reclassification (to) from allowance for unfunded lending-related commitments	(146		)	(18		)	504			284			65
Charge-offs:
Commercial	2,384			648			5,209			3,281			1,093
Commercial real estate	2,351			4,493			7,517			6,982			14,947
Home equity	730			2,267			1,468			711			1,785
Residential real estate	689			226			385			328			517
Premium finance receivables - commercial	1,492			1,210			1,395			1,294			1,306
Premium finance receivables - life insurance	—			—			14			3			—
Consumer and other	213			173			637			216			128
Total charge-offs	7,859			9,017			16,625			12,815			19,776
Recoveries:
Commercial	270			317			336			756			268
Commercial real estate	342			145			1,302			272			584
Home equity	122			257			56			43			171
Residential real estate	74			131			202			64			18
Premium finance receivables - commercial	312			319			230			314			279
Premium finance receivables - life insurance	2			2			2			2			—
Consumer and other	153			61			18			51			61
Total recoveries	1,275			1,232			2,146			1,502			1,381
Net charge-offs	(6,584		)	(7,785		)	(14,479		)	(11,313		)	(18,395		)
Allowance for loan losses at period end	$	92,253		$	92,275		$	96,922		$	107,188		$	106,842
Allowance for unfunded lending-related commitments at period end	884			737			719			1,267			3,563
Allowance for credit losses at period end	$	93,137		$	93,012		$	97,641		$	108,455		$	110,405
Annualized net charge-offs by category as a percentage of its own respective category’s average:
Commercial	0.24		%	0.04		%	0.61		%	0.32		%	0.11		%
Commercial real estate	0.19			0.41			0.59			0.65			1.42
Home equity	0.34			1.14			0.77			0.36			0.85
Residential real estate	0.35			0.06			0.10			0.12			0.26
Premium finance receivables - commercial	0.20			0.16			0.21			0.17			0.20
Premium finance receivables - life insurance	—			—			—			—			—
Consumer and other	0.14			0.26			1.33			0.35			0.15
Total loans, net of unearned income, excluding covered loans	0.19		%	0.24		%	0.44		%	0.34		%	0.59		%
Net charge-offs as a percentage of the provision for credit losses	96.62		%	235.65		%	370.90		%	97.69		%	121.57		%
Loans at period-end	$	13,749,996		$	13,133,160		$	12,896,602		$	12,581,039		$	12,516,892
Allowance for loan losses as a percentage of loans at period end	0.67		%	0.70		%	0.75		%	0.85		%	0.85		%
Allowance for credit losses as a percentage of loans at period end	0.68		%	0.71		%	0.76		%	0.86		%	0.88		%

WINTRUST FINANCIAL CORPORATION - SUPPLEMENTAL FINANCIAL INFORMATION

Non-Performing Assets, excluding covered assets - 5 Quarter Trends



	June 30,			March 31,			December 31,			September 30,			June 30,
(Dollars in thousands)	2014			2014			2013			2013			2013
Loans past due greater than 90 days and still accruing⁽¹⁾:
Commercial	$	—		$	387		$	—		$	190		$	100
Commercial real-estate	309			—			230			3,389			3,263
Home equity	—			—			—			—			25
Residential real-estate	—			—			—			—			—
Premium finance receivables - commercial	10,275			6,808			8,842			11,751			6,671
Premium finance receivables - life insurance	649			—			—			592			1,212
Consumer and other	73			57			105			100			217
Total loans past due greater than 90 days and still accruing	11,306			7,252			9,177			16,022			11,488
Non-accrual loans⁽²⁾:
Commercial	6,511			11,782			10,780			17,647			17,248
Commercial real-estate	36,321			33,733			46,658			52,723			54,825
Home equity	5,804			7,311			10,071			10,926			12,322
Residential real-estate	15,294			14,385			14,974			14,126			10,213
Premium finance receivables - commercial	12,298			14,517			10,537			10,132			13,605
Premium finance receivables - life insurance	—			—			—			14			16
Consumer and other	1,116			1,144			1,137			1,671			1,768
Total non-accrual loans	77,344			82,872			94,157			107,239			109,997
Total non-performing loans:
Commercial	6,511			12,169			10,780			17,837			17,348
Commercial real-estate	36,630			33,733			46,888			56,112			58,088
Home equity	5,804			7,311			10,071			10,926			12,347
Residential real-estate	15,294			14,385			14,974			14,126			10,213
Premium finance receivables - commercial	22,573			21,325			19,379			21,883			20,276
Premium finance receivables - life insurance	649			—			—			606			1,228
Consumer and other	1,189			1,201			1,242			1,771			1,985
Total non-performing loans	$	88,650		$	90,124		$	103,334		$	123,261		$	121,485
Other real estate owned	51,673			47,656			43,398			45,947			44,623
Other real estate owned - from acquisitions	7,915			6,475			7,056			9,303			12,402
Other repossessed assets	311			426			542			446			1,032
Total non-performing assets	$	148,549		$	144,681		$	154,330		$	178,957		$	179,542
TDRs performing under the contractual terms of the loan agreement	72,199			74,622			78,610			79,205			93,810
Total non-performing loans by category as a percent of its own respective category’s period-end balance:
Commercial	0.18		%	0.35		%	0.33		%	0.57		%	0.56		%
Commercial real-estate	0.84			0.79			1.11			1.35			1.42
Home equity	0.81			1.03			1.40			1.48			1.63
Residential real-estate	3.38			3.37			3.44			3.55			2.65
Premium finance receivables - commercial	0.95			0.97			0.89			1.02			0.94
Premium finance receivables - life insurance	0.03			—			—			0.03			0.07
Consumer and other	0.74			0.75			0.74			1.03			1.15
Total loans, net of unearned income	0.64		%	0.69		%	0.80		%	0.98		%	0.97		%
Total non-performing assets as a percentage of total assets	0.79		%	0.79		%	0.85		%	1.01		%	1.02		%
Allowance for loan losses as a percentage of total non-performing loans	104.06		%	102.39		%	93.80		%	86.96		%	87.95		%

(1) As of the dates shown, no TDRs were past due greater than 90 days and still accruing interest.

(2) Non-accrual loans included TDRs totaling $15.9 million, $17.9 million, $28.5 million, $35.8 million and $32.4 million as of June 30, 2014, March 31, 2014, December 31, 2013, September 30, 2013 and June 30, 2013, respectively.

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