Wintrust Financial - 10-Q quarterly report FY2015 Q3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 10-Q

_________________________________________



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

For the quarterly period ended September 30, 2015



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

For the transition period from to

Commission File Number 001-35077

_____________________________________

WINTRUST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)



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

9700 W. Higgins Road, Suite 800

Rosemont, Illinois 60018

(Address of principal executive offices)

(847) 939-9000

(Registrant’s telephone number, including area code)

______________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

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

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



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

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

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

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

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TABLE OF CONTENTS



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

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PART I

ITEM 1. FINANCIAL STATEMENTS

WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CONDITION

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

See accompanying notes to unaudited consolidated financial statements.

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

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

See accompanying notes to unaudited consolidated financial statements.

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WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)



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

See accompanying notes to unaudited consolidated financial statements.

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

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

See accompanying notes to unaudited consolidated financial statements.

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WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



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

See accompanying notes to unaudited consolidated financial statements.

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WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

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

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

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

(2) Recent Accounting Developments

Accounting for Investments in Qualified Affordable Housing Projects

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

Repossession of Residential Real Estate Collateral

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

Revenue Recognition

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

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

Extraordinary and Unusual Items

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

Consolidation

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

Debt Issuance Costs

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

Business Combinations

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

(3) Business Combinations

Non-FDIC Assisted Bank Acquisitions

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

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

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

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

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

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

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

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

FDIC-Assisted Transactions

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

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

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

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



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

Specialty Finance Acquisition

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

Purchased Credit Impaired ("PCI") Loans

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

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

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

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

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

(4) Cash and Cash Equivalents

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

(5) Available-For-Sale Securities

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



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



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

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


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

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



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

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

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

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



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

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



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

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

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(6) Loans

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



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

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

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

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

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

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Acquired Loan Information at Acquisition—PCI Loans

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



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

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



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

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

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

Accretable Yield Activity - PCI Loans

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



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


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


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


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

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

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

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



As of September 30, 2015			90+ days and still accruing		60-89 days past due		30-59 days past due
(Dollars in thousands)	Nonaccrual								Current		Total Loans
Loan Balances:
Commercial
Commercial and industrial	$	12,006	$	—	$	2,731	$	9,331	$	2,622,207	$	2,646,275
Franchise	—		—		80		376		221,545		222,001
Mortgage warehouse lines of credit	—		—		—		—		136,614		136,614
Community Advantage—homeowners association	—		—		44		—		123,165		123,209
Aircraft	—		—		—		378		5,993		6,371
Asset-based lending	12		—		1,313		247		800,798		802,370
Tax exempt	—		—		—		—		232,667		232,667
Leases	—		—		—		89		205,697		205,786
Other	—		—		—		—		1,953		1,953
PCI - commercial ⁽¹⁾	—		217		—		39		22,683		22,939
Total commercial	12,018		217		4,168		10,460		4,373,322		4,400,185
Commercial real estate:
Residential construction	—		—		—		1,141		60,130		61,271
Commercial construction	31		—		—		2,394		283,538		285,963
Land	1,756		—		—		2,207		75,113		79,076
Office	4,045		—		10,861		2,362		773,043		790,311
Industrial	11,637		—		786		897		622,804		636,124
Retail	2,022		—		1,536		821		781,463		785,842
Multi-family	1,525		—		512		744		684,878		687,659
Mixed use and other	7,601		—		2,340		12,871		1,797,516		1,820,328
PCI - commercial real estate ⁽¹⁾	—		13,547		299		583		146,563		160,992
Total commercial real estate	28,617		13,547		16,334		24,020		5,225,048		5,307,566
Home equity	8,365		—		811		4,124		784,165		797,465
Residential real estate	14,557		—		1,017		1,195		551,292		568,061
PCI - residential real estate ⁽¹⁾	—		424		323		411		2,524		3,682
Premium finance receivables
Commercial insurance loans	13,751		8,231		6,664		13,659		2,364,770		2,407,075
Life insurance loans	—		—		9,656		2,627		2,314,406		2,326,689
PCI - life insurance loans ⁽¹⁾	—		—		—		—		373,586		373,586
Consumer and other	297		140		56		935		130,474		131,902
Total loans, net of unearned income, excluding covered loans	$	77,605	$	22,559	$	39,029	$	57,431	$	16,119,587	$	16,316,211
Covered loans	6,540		7,626		1,392		802		152,249		168,609
Total loans, net of unearned income	$	84,145	$	30,185	$	40,421	$	58,233	$	16,271,836	$	16,484,820


(1)	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.

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As of December 31, 2014			90+ days and still accruing		60-89 days past due		30-59 days past due
(Dollars in thousands)	Nonaccrual								Current		Total Loans
Loan Balances:
Commercial
Commercial and industrial	$	9,132	$	474	$	3,161	$	7,492	$	2,213,105	$	2,233,364
Franchise	—		—		308		1,219		231,789		233,316
Mortgage warehouse lines of credit	—		—		—		—		139,003		139,003
Community Advantage—homeowners association	—		—		—		—		106,364		106,364
Aircraft	—		—		—		—		8,065		8,065
Asset-based lending	25		—		1,375		2,394		802,608		806,402
Tax exempt	—		—		—		—		217,487		217,487
Leases	—		—		77		315		159,744		160,136
Other	—		—		—		—		11,034		11,034
PCI - commercial ⁽¹⁾	—		365		202		138		8,518		9,223
Total commercial	9,157		839		5,123		11,558		3,897,717		3,924,394
Commercial real estate
Residential construction	—		—		250		76		38,370		38,696
Commercial construction	230		—		—		2,023		185,513		187,766
Land	2,656		—		—		2,395		86,779		91,830
Office	7,288		—		2,621		1,374		694,149		705,432
Industrial	2,392		—		—		3,758		617,820		623,970
Retail	4,152		—		116		3,301		723,919		731,488
Multi-family	249		—		249		1,921		603,323		605,742
Mixed use and other	9,638		—		2,603		9,023		1,443,853		1,465,117
PCI - commercial real estate ⁽¹⁾	—		10,976		6,393		4,016		34,327		55,712
Total commercial real estate	26,605		10,976		12,232		27,887		4,428,053		4,505,753
Home equity	6,174		—		983		3,513		705,623		716,293
Residential real estate	15,502		—		267		6,315		459,224		481,308
PCI - residential real estate ⁽¹⁾	—		549		—		—		1,685		2,234
Premium finance receivables
Commercial insurance loans	12,705		7,665		5,995		17,328		2,307,140		2,350,833
Life insurance loans	—		—		13,084		339		1,870,669		1,884,092
PCI - life insurance loans ⁽¹⁾	—		—		—		—		393,479		393,479
Consumer and other	277		119		293		838		149,485		151,012
Total loans, net of unearned income, excluding covered loans	$	70,420	$	20,148	$	37,977	$	67,778	$	14,213,075	$	14,409,398
Covered loans	7,290		17,839		1,304		4,835		195,441		226,709
Total loans, net of unearned income	$	77,710	$	37,987	$	39,281	$	72,613	$	14,408,516	$	14,636,107


(1)	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.

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As of September 30, 2014			90+ days and still accruing		60-89 days past due		30-59 days past due
(Dollars in thousands)	Nonaccrual								Current		Total Loans
Loan Balances:
Commercial
Commercial and industrial	$	10,430	$	—	$	7,333	$	8,559	$	2,044,505	$	2,070,827
Franchise	—		—		—		1,221		237,079		238,300
Mortgage warehouse lines of credit	—		—		—		—		121,585		121,585
Community Advantage—homeowners association	—		—		—		—		99,595		99,595
Aircraft	—		—		—		—		6,146		6,146
Asset-based lending	25		—		2,959		1,220		777,723		781,927
Tax exempt	—		—		—		—		205,150		205,150
Leases	—		—		—		—		145,439		145,439
Other	—		—		—		—		11,403		11,403
PCI - commercial ⁽¹⁾	—		863		64		137		8,235		9,299
Total commercial	10,455		863		10,356		11,137		3,656,860		3,689,671
Commercial real estate:
Residential construction	—		—		—		—		30,237		30,237
Commercial construction	425		—		—		—		159,383		159,808
Land	2,556		—		1,316		2,918		94,449		101,239
Office	7,366		—		1,696		1,888		688,390		699,340
Industrial	2,626		—		224		367		624,669		627,886
Retail	6,205		—		—		4,117		715,568		725,890
Multi-family	249		—		793		2,319		674,610		677,971
Mixed use and other	7,936		—		1,468		10,323		1,407,659		1,427,386
PCI - commercial real estate ⁽¹⁾	—		14,294		—		5,807		40,517		60,618
Total commercial real estate	27,363		14,294		5,497		27,739		4,435,482		4,510,375
Home equity	5,696		—		1,181		2,597		710,584		720,058
Residential real estate	15,730		—		670		2,696		448,528		467,624
PCI - residential real estate ⁽¹⁾	—		930		30		—		1,735		2,695
Premium finance receivables
Commercial insurance loans	14,110		7,115		6,279		14,157		2,336,231		2,377,892
Life insurance loans	—		—		7,533		6,942		1,712,328		1,726,803
PCI - life insurance loans ⁽¹⁾	—		—		—		—		407,602		407,602
Consumer and other	426		175		123		1,133		147,482		149,339
Total loans, net of unearned income, excluding covered loans	$	73,780	$	23,377	$	31,669	$	66,401	$	13,856,832	$	14,052,059
Covered loans	6,042		26,170		4,289		5,655		212,449		254,605
Total loans, net of unearned income	$	79,822	$	49,547	$	35,958	$	72,056	$	14,069,281	$	14,306,664


(1)	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.

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The Company’s Problem Loan Reporting system automatically includes all loans with credit risk ratings of 6 through 9. This system is designed to provide an on-going detailed tracking mechanism for each problem loan. Once management determines that a loan has deteriorated to a point where it has a credit risk rating of 6 or worse, the Company’s Managed Asset Division performs an overall credit and collateral review. As part of this review, all underlying collateral is identified and the valuation methodology is analyzed and tracked. As a result of this initial review by the Company’s Managed Asset Division, the credit risk rating is reviewed and a portion of the outstanding loan balance may be deemed uncollectible or an impairment reserve may be established. The Company’s impairment analysis utilizes an independent re-appraisal of the collateral (unless such a third-party evaluation is not possible due to the unique nature of the collateral, such as a closely-held business or thinly traded securities). In the case of commercial real estate collateral, an independent third party appraisal is ordered by the Company’s Real Estate Services Group to determine if there has been any change in the underlying collateral value. These independent appraisals are reviewed by the Real Estate Services Group and sometimes by independent third party valuation experts and may be adjusted depending upon market conditions.

Through the credit risk rating process, loans are reviewed to determine if they are performing in accordance with the original contractual terms. If the borrower has failed to comply with the original contractual terms, further action may be required by the Company, including a downgrade in the credit risk rating, movement to non-accrual status, a charge-off or the establishment of a specific impairment reserve. If we determine that a loan amount, or portion thereof, is uncollectible, the loan’s credit risk rating is immediately downgraded to an 8 or 9 and the uncollectible amount is charged-off. Any loan that has a partial charge-off continues to be assigned a credit risk rating of an 8 or 9 for the duration of time that a balance remains outstanding. The Company undertakes a thorough and ongoing analysis to determine if additional impairment and/or charge-offs are appropriate and to begin a workout plan for the credit to minimize actual losses.

If, based on current information and events, it is probable that the Company will be unable to collect all amounts due to it according to the contractual terms of the loan agreement, a specific impairment reserve is established. In determining the appropriate charge-off for collateral-dependent loans, the Company considers the results of appraisals for the associated collateral.

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Non-performing loans include all non-accrual loans (8 and 9 risk ratings) as well as loans 90 days past due and still accruing interest, excluding PCI and covered loans. The remainder of the portfolio is considered performing under the contractual terms of the loan agreement. The following table presents the recorded investment based on performance of loans by class, excluding covered loans, per the most recent analysis at September 30, 2015, December 31, 2014 and September 30, 2014:



	Performing						Non-performing						Total
(Dollars in thousands)	September 30, 2015		December 31, 2014		September 30, 2014		September 30, 2015		December 31, 2014		September 30, 2014		September 30, 2015		December 31, 2014		September 30, 2014
Loan Balances:
Commercial
Commercial and industrial	$	2,634,269	$	2,223,758	$	2,060,397	$	12,006	$	9,606	$	10,430	$	2,646,275	$	2,233,364	$	2,070,827
Franchise	222,001		233,316		238,300		—		—		—		222,001		233,316		238,300
Mortgage warehouse lines of credit	136,614		139,003		121,585		—		—		—		136,614		139,003		121,585
Community Advantage—homeowners association	123,209		106,364		99,595		—		—		—		123,209		106,364		99,595
Aircraft	6,371		8,065		6,146		—		—		—		6,371		8,065		6,146
Asset-based lending	802,358		806,377		781,902		12		25		25		802,370		806,402		781,927
Tax exempt	232,667		217,487		205,150		—		—		—		232,667		217,487		205,150
Leases	205,786		160,136		145,439		—		—		—		205,786		160,136		145,439
Other	1,953		11,034		11,403		—		—		—		1,953		11,034		11,403
PCI - commercial ⁽¹⁾	22,939		9,223		9,299		—		—		—		22,939		9,223		9,299
Total commercial	4,388,167		3,914,763		3,679,216		12,018		9,631		10,455		4,400,185		3,924,394		3,689,671
Commercial real estate
Residential construction	61,271		38,696		30,237		—		—		—		61,271		38,696		30,237
Commercial construction	285,932		187,536		159,383		31		230		425		285,963		187,766		159,808
Land	77,320		89,174		98,683		1,756		2,656		2,556		79,076		91,830		101,239
Office	786,266		698,144		691,974		4,045		7,288		7,366		790,311		705,432		699,340
Industrial	624,487		621,578		625,260		11,637		2,392		2,626		636,124		623,970		627,886
Retail	783,820		727,336		719,685		2,022		4,152		6,205		785,842		731,488		725,890
Multi-family	686,134		605,493		677,722		1,525		249		249		687,659		605,742		677,971
Mixed use and other	1,812,727		1,455,479		1,419,450		7,601		9,638		7,936		1,820,328		1,465,117		1,427,386
PCI - commercial real estate⁽¹⁾	160,992		55,712		60,618		—		—		—		160,992		55,712		60,618
Total commercial real estate	5,278,949		4,479,148		4,483,012		28,617		26,605		27,363		5,307,566		4,505,753		4,510,375
Home equity	789,100		710,119		714,362		8,365		6,174		5,696		797,465		716,293		720,058
Residential real estate	553,504		465,806		451,894		14,557		15,502		15,730		568,061		481,308		467,624
PCI - residential real estate ⁽¹⁾	3,682		2,234		2,695		—		—		—		3,682		2,234		2,695
Premium finance receivables
Commercial insurance loans	2,385,093		2,330,463		2,356,667		21,982		20,370		21,225		2,407,075		2,350,833		2,377,892
Life insurance loans	2,326,689		1,884,092		1,726,803		—		—		—		2,326,689		1,884,092		1,726,803
PCI - life insurance loans ⁽¹⁾	373,586		393,479		407,602		—		—		—		373,586		393,479		407,602
Consumer and other	131,465		150,617		148,738		437		395		601		131,902		151,012		149,339
Total loans, net of unearned income, excluding covered loans	$	16,230,235	$	14,330,721	$	13,970,989	$	85,976	$	78,677	$	81,070	$	16,316,211	$	14,409,398	$	14,052,059


(1)	PCI loans represent loans acquired with evidence of credit quality deterioration since origination, in accordance with ASC 310-30. See Note 6 - Loans for further discussion of these purchased loans.

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A summary of activity in the allowance for credit losses by loan portfolio (excluding covered loans) for the three months ended September 30, 2015 and 2014 is as follows:



Three months ended September 30, 2015				Commercial Real Estate			Home Equity			Residential Real Estate			Premium Finance Receivable			Consumer and Other			Total, Excluding Covered Loans
(Dollars in thousands)	Commercial			Commercial Real Estate			Home Equity			Residential Real Estate			Premium Finance Receivable			Consumer and Other			Total, Excluding Covered Loans
Allowance for credit losses
Allowance for loan losses at beginning of period	$	32,900		$	42,198		$	12,288		$	5,019		$	6,921		$	878		$	100,204
Other adjustments	(12		)	(85		)	—			(6		)	(50		)	—			(153		)
Reclassification from allowance for unfunded lending-related commitments	—			(42		)	—			—			—			—			(42		)
Charge-offs	(964		)	(1,948		)	(1,116		)	(1,138		)	(1,595		)	(116		)	(6,877		)
Recoveries	462			213			42			136			294			52			1,199
Provision for credit losses	1,604			3,725			1,009			575			1,511			241			8,665
Allowance for loan losses at period end	$	33,990		$	44,061		$	12,223		$	4,586		$	7,081		$	1,055		$	102,996
Allowance for unfunded lending-related commitments at period end	$	—		$	926		$	—		$	—		$	—		$	—		$	926
Allowance for credit losses at period end	$	33,990		$	44,987		$	12,223		$	4,586		$	7,081		$	1,055		$	103,922
Individually evaluated for impairment	$	1,881		$	5,832		$	239		$	544		$	—		$	30		$	8,526
Collectively evaluated for impairment	31,943			38,361			11,984			4,042			7,081			1,024			94,435
Loans acquired with deteriorated credit quality	166			794			—			—			—			1			961
Loans at period end
Individually evaluated for impairment	$	18,211		$	68,947		$	8,365		$	18,267		$	—		$	430		$	114,220
Collectively evaluated for impairment	4,359,035			5,077,627			789,100			549,794			4,733,764			131,472			15,640,792
Loans acquired with deteriorated credit quality	22,939			160,992			—			3,682			373,586			—			561,199



Three months ended September 30, 2014	Commercial			Commercial Real Estate			Home Equity			Residential Real Estate			Premium Finance Receivable			Consumer and Other			Total, Excluding Covered Loans
(Dollars in thousands)	Commercial			Commercial Real Estate			Home Equity			Residential Real Estate			Premium Finance Receivable			Consumer and Other			Total, Excluding Covered Loans
Allowance for credit losses
Allowance for loan losses at beginning of period	$	26,038		$	40,702		$	13,918		$	3,733		$	6,309		$	1,553		$	92,253
Other adjustments	(32		)	(265		)	(1		)	(2		)	(35		)	—			(335		)
Reclassification from allowance for unfunded lending-related commitments	—			62			—			—			—			—			62
Charge-offs	(832		)	(4,510		)	(748		)	(205		)	(1,557		)	(250		)	(8,102		)
Recoveries	296			275			99			111			290			42			1,113
Provision for credit losses	2,442			2,395			(308		)	405			1,260			(166		)	6,028
Allowance for loan losses at period end	$	27,912		$	38,659		$	12,960		$	4,042		$	6,267		$	1,179		$	91,019
Allowance for unfunded lending-related commitments at period end	$	—		$	822		$	—		$	—		$	—		$	—		$	822
Allowance for credit losses at period end	$	27,912		$	39,481		$	12,960		$	4,042		$	6,267		$	1,179		$	91,841
Individually evaluated for impairment	$	2,296		$	3,507		$	292		$	512		$	—		$	53		$	6,660
Collectively evaluated for impairment	25,427			35,967			12,668			3,530			6,267			1,103			84,962
Loans acquired with deteriorated credit quality	189			7			—			—			—			23			219
Loans at period end
Individually evaluated for impairment	$	16,568		$	89,201		$	5,922		$	18,383		$	—		$	870		$	130,944
Collectively evaluated for impairment	3,663,804			4,360,556			714,136			449,241			4,104,695			148,469			13,440,901
Loans acquired with deteriorated credit quality	9,299			60,618			—			2,695			407,602			—			480,214

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Nine months ended September 30, 2015				Commercial Real Estate			Home Equity			Residential Real Estate			Premium Finance Receivable			Consumer and Other			Total, Excluding Covered Loans
(Dollars in thousands)	Commercial			Commercial Real Estate			Home Equity			Residential Real Estate			Premium Finance Receivable			Consumer and Other			Total, Excluding Covered Loans
Allowance for credit losses
Allowance for loan losses at beginning of period	$	31,699		$	35,533		$	12,500		$	4,218		$	6,513		$	1,242		$	91,705
Other adjustments	(42		)	(346		)	—			(14		)	(92		)	—			(494		)
Reclassification from allowance for unfunded lending-related commitments	—			(151		)	—			—			—			—			(151		)
Charge-offs	(2,884		)	(3,809		)	(3,547		)	(2,692		)	(4,384		)	(342		)	(17,658		)
Recoveries	1,117			2,349			129			228			1,081			139			5,043
Provision for credit losses	4,100			10,485			3,141			2,846			3,963			16			24,551
Allowance for loan losses at period end	$	33,990		$	44,061		$	12,223		$	4,586		$	7,081		$	1,055		$	102,996
Allowance for unfunded lending-related commitments at period end	$	—		$	926		$	—		$	—		$	—		$	—		$	926
Allowance for credit losses at period end	$	33,990		$	44,987		$	12,223		$	4,586		$	7,081		$	1,055		$	103,922



Nine months ended September 30, 2014	Commercial			Commercial Real Estate			Home Equity			Residential Real Estate			Premium Finance Receivable			Consumer and Other			Total, Excluding Covered Loans
(Dollars in thousands)	Commercial			Commercial Real Estate			Home Equity			Residential Real Estate			Premium Finance Receivable			Consumer and Other			Total, Excluding Covered Loans
Allowance for credit losses
Allowance for loan losses at beginning of period	$	23,092		$	48,658		$	12,611		$	5,108		$	5,583		$	1,870		$	96,922
Other adjustments	(69		)	(482		)	(3		)	(6		)	(28		)	—			(588		)
Reclassification from allowance for unfunded lending-related commitments	—			(102		)	—			—			—			—			(102		)
Charge-offs	(3,864		)	(11,354		)	(3,745		)	(1,120		)	(4,259		)	(636		)	(24,978		)
Recoveries	883			762			478			316			925			256			3,620
Provision for credit losses	7,870			1,177			3,619			(256		)	4,046			(311		)	16,145
Allowance for loan losses at period end	$	27,912		$	38,659		$	12,960		$	4,042		$	6,267		$	1,179		$	91,019
Allowance for unfunded lending-related commitments at period end	$	—		$	822		$	—		$	—		$	—		$	—		$	822
Allowance for credit losses at period end	$	27,912		$	39,481		$	12,960		$	4,042		$	6,267		$	1,179		$	91,841

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A summary of activity in the allowance for covered loan losses for the three months ended September 30, 2015 and 2014 is as follows:



	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
(Dollars in thousands)	2015			2014			2015			2014
Balance at beginning of period	$	2,215		$	1,667		$	2,131		$	10,092
Provision for covered loan losses before benefit attributable to FDIC loss share agreements	(1,716		)	(818		)	(3,339		)	(8,703		)
Benefit attributable to FDIC loss share agreements	1,373			654			2,671			6,962
Net provision for covered loan losses	(343		)	(164		)	(668		)	(1,741		)
Decrease in FDIC indemnification asset	(1,373		)	(654		)	(2,671		)	(6,962		)
Loans charged-off	(287		)	(293		)	(664		)	(5,346		)
Recoveries of loans charged-off	2,706			2,099			4,790			6,612
Net recoveries (charge-offs)	2,419			1,806			4,126			1,266
Balance at end of period	$	2,918		$	2,655		$	2,918		$	2,655

In conjunction with FDIC-assisted transactions, the Company entered into loss share agreements with the FDIC. Additional expected losses, to the extent such expected losses result in the recognition of an allowance for loan losses, will increase the FDIC indemnification asset. 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 FDIC indemnification asset. Additions to expected losses will require an increase to the allowance for loan losses, and a corresponding increase to the FDIC indemnification asset. See “FDIC-Assisted Transactions” within Note 3 – Business Combinations for more detail.

Impaired Loans

A summary of impaired loans, including troubled debt restructurings ("TDRs"), is as follows:



	September 30,		December 31,		September 30,
(Dollars in thousands)	2015		2014		2014
Impaired loans (included in non-performing and TDRs):
Impaired loans with an allowance for loan loss required ⁽¹⁾	$	51,113	$	69,487	$	68,471
Impaired loans with no allowance for loan loss required	61,914		57,925		61,066
Total impaired loans ⁽²⁾	$	113,027	$	127,412	$	129,537
Allowance for loan losses related to impaired loans	$	8,483	$	6,270	$	6,577
TDRs	$	59,320	$	82,275	$	83,385


(1)	These impaired loans require an allowance for loan losses because the estimated fair value of the loans or related collateral is less than the recorded investment in the loans.


(2)	Impaired loans are considered by the Company to be non-accrual loans, TDRs or loans with principal and/or interest at risk, even if the loan is current with all payments of principal and interest.

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The following tables present impaired loans evaluated for impairment by loan class for the periods ended as follows:



							For the Nine Months Ended
	As of September 30, 2015						September 30, 2015
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
(Dollars in thousands)
Impaired loans with a related ASC 310 allowance recorded
Commercial
Commercial and industrial	$	8,580	$	9,118	$	1,865	$	8,906	$	381
Franchise	—		—		—		—		—
Mortgage warehouse lines of credit	—		—		—		—		—
Community Advantage—homeowners association	—		—		—		—		—
Aircraft	—		—		—		—		—
Asset-based lending	—		—		—		—		—
Tax exempt	—		—		—		—		—
Leases	—		—		—		—		—
Other	—		—		—		—		—
Commercial real estate
Residential construction	—		—		—		—		—
Commercial construction	—		—		—		—		—
Land	3,559		7,309		31		3,713		362
Office	6,765		7,724		2,162		7,113		263
Industrial	10,049		10,542		1,550		10,662		421
Retail	8,899		9,596		381		8,906		306
Multi-family	1,199		1,622		203		1,210		60
Mixed use and other	7,162		7,345		1,501		7,250		224
Home equity	547		762		239		672		25
Residential real estate	4,225		4,326		521		4,280		130
Premium finance receivables
Commercial insurance	—		—		—		—		—
Life insurance	—		—		—		—		—
PCI - life insurance	—		—		—		—		—
Consumer and other	128		128		30		139		6
Impaired loans with no related ASC 310 allowance recorded
Commercial
Commercial and industrial	$	9,142	$	11,997	$	—	$	9,716	$	539
Franchise	—		—		—		—		—
Mortgage warehouse lines of credit	—		—		—		—		—
Community Advantage—homeowners association	—		—		—		—		—
Aircraft	—		—		—		—		—
Asset-based lending	12		1,573		—		4		66
Tax exempt	—		—		—		—		—
Leases	—		—		—		—		—
Other	—		—		—		—		—
Commercial real estate
Residential construction	2,023		2,023		—		2,023		73
Commercial construction	31		32		—		11		—
Land	4,114		4,874		—		4,232		130
Office	4,171		5,120		—		4,243		194
Industrial	2,255		2,448		—		2,304		141
Retail	3,140		3,302		—		3,305		104
Multi-family	1,330		1,635		—		1,522		50
Mixed use and other	13,788		16,576		—		14,668		563
Home equity	7,818		8,406		—		7,065		229
Residential real estate	13,788		15,932		—		14,387		449
Premium finance receivables
Commercial insurance	—		—		—		—		—
Life insurance	—		—		—		—		—
PCI - life insurance	—		—		—		—		—
Consumer and other	302		398		—		311		15
Total loans, net of unearned income, excluding covered loans	$	113,027	$	132,788	$	8,483	$	116,642	$	4,731

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							For the Twelve Months Ended
	As of December 31, 2014						December 31, 2014
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
(Dollars in thousands)
Impaired loans with a related ASC 310 allowance recorded
Commercial
Commercial and industrial	$	9,989	$	10,785	$	1,915	$	10,784	$	539
Franchise	—		—		—		—		—
Mortgage warehouse lines of credit	—		—		—		—		—
Community Advantage—homeowners association	—		—		—		—		—
Aircraft	—		—		—		—		—
Asset-based lending	—		—		—		—		—
Tax exempt	—		—		—		—		—
Leases	—		—		—		—		—
Other	—		—		—		—		—
Commercial real estate
Residential construction	—		—		—		—		—
Commercial construction	—		—		—		—		—
Land	5,011		8,626		43		5,933		544
Office	11,038		12,863		305		11,567		576
Industrial	195		277		15		214		13
Retail	11,045		14,566		487		12,116		606
Multi-family	2,808		3,321		158		2,839		145
Mixed use and other	21,777		24,076		2,240		21,483		1,017
Home equity	1,946		2,055		475		1,995		80
Residential real estate	5,467		5,600		606		5,399		241
Premium finance receivables
Commercial insurance	—		—		—		—		—
Life insurance	—		—		—		—		—
Purchased life insurance	—		—		—		—		—
Consumer and other	211		213		26		214		10
Impaired loans with no related ASC 310 allowance recorded
Commercial
Commercial and industrial	$	5,797	$	8,862	$	—	$	6,664	$	595
Franchise	—		—		—		—		—
Mortgage warehouse lines of credit	—		—		—		—		—
Community Advantage—homeowners association	—		—		—		—		—
Aircraft	—		—		—		—		—
Asset-based lending	25		1,952		—		87		100
Tax exempt	—		—		—		—		—
Leases	—		—		—		—		—
Other	—		—		—		—		—
Commercial real estate
Residential construction	—		—		—		—		—
Commercial construction	2,875		3,085		—		3,183		151
Land	10,210		10,941		—		10,268		430
Office	4,132		5,020		—		4,445		216
Industrial	4,160		4,498		—		3,807		286
Retail	5,487		7,470		—		6,915		330
Multi-family	—		—		—		—		—
Mixed use and other	7,985		8,804		—		9,533		449
Home equity	4,453		6,172		—		4,666		256
Residential real estate	12,640		14,334		—		12,682		595
Premium finance receivables
Commercial insurance	—		—		—		—		—
Life insurance	—		—		—		—		—
Purchased life insurance	—		—		—		—		—
Consumer and other	161		222		—		173		11
Total loans, net of unearned income, excluding covered loans	$	127,412	$	153,742	$	6,270	$	134,967	$	7,190

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							For the Nine Months Ended
	As of September 30, 2014						September 30, 2014
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
(Dollars in thousands)
Impaired loans with a related ASC 310 allowance recorded
Commercial
Commercial and industrial	$	8,384	$	11,333	$	2,273	$	9,367	$	537
Franchise	—		—		—		—		—
Mortgage warehouse lines of credit	—		—		—		—		—
Community Advantage—homeowners association	—		—		—		—		—
Aircraft	—		—		—		—		—
Asset-based lending	—		—		—		—		—
Tax exempt	—		—		—		—		—
Leases	—		—		—		—		—
Other	—		—		—		—		—
Commercial real estate
Residential construction	—		—		—		—		—
Commercial construction	425		440		195		432		15
Land	7,502		7,502		40		7,572		193
Office	8,198		9,671		322		8,493		300
Industrial	2,567		2,672		151		2,595		92
Retail	10,861		11,279		921		10,826		362
Multi-family	2,822		3,335		107		2,847		109
Mixed use and other	21,172		21,453		1,738		20,891		656
Home equity	1,438		1,533		292		1,491		42
Residential real estate	4,889		4,986		485		4,783		157
Premium finance receivables			—
Commercial insurance	—		—		—		—		—
Life insurance	—		—		—		—		—
Purchased life insurance	—		—		—		—		—
Consumer and other	213		215		53		215		6
Impaired loans with no related ASC 310 allowance recorded
Commercial
Commercial and industrial	$	7,563	$	8,285	$	—	$	7,909	$	306
Franchise	—		—		—		—		—
Mortgage warehouse lines of credit	—		—		—		—		—
Community Advantage—homeowners association	—		—		—		—		—
Aircraft	—		—		—		—		—
Asset-based lending	25		1,952		—		108		75
Tax exempt	—		—		—		—		—
Leases	—		—		—		—		—
Other	—		—		—		—		—
Commercial real estate
Residential construction	—		—		—		—		—
Commercial construction	2,803		2,803		—		2,777		98
Land	8,101		12,432		—		8,969		538
Office	5,159		6,359		—		6,679		244
Industrial	1,903		2,110		—		1,962		76
Retail	8,095		10,177		—		8,647		342
Multi-family	—		—		—		—		—
Mixed use and other	9,042		11,772		—		9,467		445
Home equity	4,484		6,490		—		4,806		207
Residential real estate	13,234		14,953		—		13,291		496
Premium finance receivables
Commercial insurance	—		—		—		—		—
Life insurance	—		—		—		—		—
Purchased life insurance	—		—		—		—		—
Consumer and other	657		721		—		665		29
Total loans, net of unearned income, excluding covered loans	$	129,537	$	152,473	$	6,577	$	134,792	$	5,325

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TDRs

At September 30, 2015, the Company had $59.3 million in loans modified in TDRs. The $59.3 million in TDRs represents 114 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 Company’s approach to restructuring loans, excluding PCI loans, is built on its credit risk rating system which requires credit management personnel to assign a credit risk rating to each loan. 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 PCI loans, 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 possible TDR classification. In that event, our Managed Assets Division conducts an overall credit and collateral review. A modification of these loans 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 PCI loans, 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 at any subsequent re-modification 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 current interest rate represents a market rate at the time of 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.

TDRs are reviewed at the time of the modification and on a quarterly basis to determine if a specific reserve is necessary. 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 September 30, 2015 and approximately $3.4 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. During the three months ended September 30, 2015 and 2014, the Company recorded $98,000 and $294,000, respectively, in interest income representing this decrease in impairment. For the nine months ended September 30, 2015 and 2014, the Company recorded $385,000 and $529,000, respectively, to interest income representing the reduction in impairment.

TDRs may arise in which, due to financial difficulties experienced by the borrower, the Company obtains through physical possession one or more collateral assets in satisfaction of all or part of an existing credit. Once possession is obtained, the Company reclassifies the appropriate portion of the remaining balance of the credit from loans to OREO, which is included within other assets in the Consolidated Statements of Condition. For any residential real estate property collateralizing a consumer mortgage loan, the Company is considered to possess the related collateral only if legal title is obtained upon completion of foreclosure, or the borrower conveys all interest in the residential real estate property to the Company through completion of a deed in lieu of foreclosure or similar legal agreement. Excluding covered OREO, at September 30, 2015, the Company had $15.7 million of foreclosed residential real estate properties included within OREO.

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The tables below present a summary of the post-modification balance of loans restructured during the three and nine months ended September 30, 2015 and 2014, respectively, which represent TDRs:



Three months ended September 30, 2015 (Dollars in thousands)	Total ⁽¹⁾⁽²⁾			Extension at Below Market Terms ⁽²⁾			Reduction of Interest Rate ⁽²⁾			Modification to Interest-only Payments ⁽²⁾			Forgiveness of Debt⁽²⁾
	Count	Balance		Count	Balance		Count	Balance		Count	Balance		Count	Balance
Commercial
Commercial and industrial	—	$	—	—	$	—	—	$	—	—	$	—	—	$	—
Commercial real estate
Office	—	—		—	—		—	—		—	—		—	—
Industrial	—	—		—	—		—	—		—	—		—	—
Retail	—	—		—	—		—	—		—	—		—	—
Multi-family	—	—		—	—		—	—		—	—		—	—
Mixed use and other	—	—		—	—		—	—		—	—		—	—
Residential real estate and other	1	222		1	222		1	222		—	—		—	—
Total loans	1	$	222	1	$	222	1	$	222	—	$	—	—	$	—



Three months ended September 30, 2014 (Dollars in thousands)	Total ⁽¹⁾⁽²⁾			Extension at Below Market Terms ⁽²⁾			Reduction of Interest Rate ⁽²⁾			Modification to Interest-only Payments ⁽²⁾			Forgiveness of Debt⁽²⁾
	Count	Balance		Count	Balance		Count	Balance		Count	Balance		Count	Balance
Commercial
Commercial and industrial	—	$	—	—	$	—	—	$	—	—	$	—	—	$	—
Commercial real estate
Office	—	—		—	—		—	—		—	—		—	—
Industrial	—	—		—	—		—	—		—	—		—	—
Retail	—	—		—	—		—	—		—	—		—	—
Multi-family	—	—		—	—		—	—		—	—		—	—
Mixed use and other	—	—		—	—		—	—		—	—		—	—
Residential real estate and other	3	667		2	456		3	667		—	—		—	—
Total loans	3	$	667	2	$	456	3	$	667	—	$	—	—	$	—


(1)	TDRs may have more than one modification representing a concession. As such, TDRs during the period may be represented in more than one of the categories noted above.


(2)	Balances represent the recorded investment in the loan at the time of the restructuring.

During the three months ended September 30, 2015, one loan totaling $222,000 was determined to be a TDR, compared to three loans totaling $667,000 in the same period of 2014. Of these loans extended at below market terms, the weighted average extension had a term of approximately 214 months during the three months ended September 30, 2015 compared to 18 months for the same period of 2014. Further, the weighted average decrease in the stated interest rate for loans with a reduction of interest rate during the period was approximately 338 basis points and 261 basis points during the three months ending September 30, 2015 and 2014, respectively. Additionally, no principal balances were forgiven in the third quarter of 2015 or 2014.

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Nine months ended September 30, 2015 (Dollars in thousands)	Total ⁽¹⁾⁽²⁾			Extension at Below Market Terms ⁽²⁾			Reduction of Interest Rate ⁽²⁾			Modification to Interest-only Payments ⁽²⁾			Forgiveness of Debt⁽²⁾
	Count	Balance		Count	Balance		Count	Balance		Count	Balance		Count	Balance
Commercial
Commercial and industrial	—	$	—	—	$	—	—	$	—	—	$	—	—	$	—
Commercial real estate
Office	—	—		—	—		—	—		—	—		—	—
Industrial	1	169		1	169		—	—		1	169		—	—
Retail	—	—		—	—		—	—		—	—		—	—
Multi-family	—	—		—	—		—	—		—	—		—	—
Mixed use and other	—	—		—	—		—	—		—	—		—	—
Residential real estate and other	9	1,664		9	1,664		5	674		1	50		—	—
Total loans	10	$	1,833	10	$	1,833	5	$	674	2	$	219	—	$	—



Nine months ended September 30, 2014 (Dollars in thousands)	Total ⁽¹⁾⁽²⁾			Extension at Below Market Terms ⁽²⁾			Reduction of Interest Rate ⁽²⁾			Modification to Interest-only Payments ⁽²⁾			Forgiveness of Debt⁽²⁾
	Count	Balance		Count	Balance		Count	Balance		Count	Balance		Count	Balance
Commercial
Commercial and industrial	1	$	88	1	$	88	—	$	—	1	$	88	—	$	—
Commercial real estate
Office	1	790		1	790		—	—		—	—		—	—
Industrial	1	1,078		1	1,078		—	—		1	1,078		—	—
Retail	1	202		1	202		—	—		—	—		—	—
Multi-family	1	181		—	—		1	181		—	—		—	—
Mixed use and other	7	4,926		3	2,837		7	4,926		1	1,273		—	—
Residential real estate and other	4	887		3	676		3	667		1	220		—	—
Total loans	16	$	8,152	10	$	5,671	11	$	5,774	4	$	2,659	—	$	—


(1)	TDRs may have more than one modification representing a concession. As such, TDRs during the period may be represented in more than one of the categories noted above.


(2)	Balances represent the recorded investment in the loan at the time of the restructuring.

During the nine months ended September 30, 2015, ten loans totaling $1.8 million were determined to be TDRs, compared to 16 loans totaling $8.2 million in the same period of 2014. Of these loans extended at below market terms, the weighted average extension had a term of approximately 49 months during the nine months ended September 30, 2015 compared to 14 months for the same period of 2014. Further, the weighted average decrease in the stated interest rate for loans with a reduction of interest rate during the period was approximately 358 basis points and 178 basis points during the nine months ending September 30, 2015 and 2014, respectively. Interest-only payment terms were approximately 28 months and 9 months during the nine months ending September 30, 2015 and 2014, respectively. Additionally, no balances were forgiven in the first nine months of 2015 or 2014.

Table of Contents

The following table presents a summary of all loans restructured in TDRs during the twelve months ended September 30, 2015 and 2014, and such loans which were in payment default under the restructured terms during the respective periods below:



(Dollars in thousands)	As of September 30, 2015			Three Months Ended September 30, 2015			Nine Months Ended September 30, 2015
	Total ⁽¹⁾⁽³⁾			Payments in Default⁽²⁾⁽³⁾			Payments in Default⁽²⁾⁽³⁾
	Count	Balance		Count	Balance		Count	Balance
Commercial
Commercial and industrial	1	$	1,461	—	$	—	—	$	—
Commercial real estate
Land	—	—		—	—		—	—
Office	1	720		—	—		—	—
Industrial	2	854		1	685		1	685
Retail	—	—		—	—		—	—
Multi-family	—	—		—	—		—	—
Mixed use and other	—	—		—	—		—	—
Residential real estate and other	11	2,613		2	131		3	345
Total loans	15	$	5,648	3	$	816	4	$	1,030


(1)	Total TDRs represent all loans restructured in TDRs during the previous twelve months from the date indicated.


(2)	TDRs considered to be in payment default are over 30 days past-due subsequent to the restructuring.


(3)	Balances represent the recorded investment in the loan at the time of the restructuring.



(Dollars in thousands)	As of September 30, 2014			Three Months Ended September 30, 2014			Nine Months Ended September 30, 2014
	Total ⁽¹⁾⁽³⁾			Payments in Default⁽²⁾⁽³⁾			Payments in Default⁽²⁾⁽³⁾
	Count	Balance		Count	Balance		Count	Balance
Commercial
Commercial and industrial	1	$	88	1	$	88	1	$	88
Commercial real estate
Land	—	—		—	—		—	—
Office	1	790		—	—		—	—
Industrial	1	1,078		1	1,078		1	1,078
Retail	1	202		—	—		—	—
Multi-family	1	181		—	—		—	—
Mixed use and other	10	6,341		2	482		2	482
Residential real estate and other	6	1,406		2	380		2	380
Total loans	21	$	10,086	6	$	2,028	6	$	2,028


(1)	Total TDRs represent all loans restructured in TDRs during the previous twelve months from the date indicated.


(2)	TDRs considered to be in payment default are over 30 days past-due subsequent to the restructuring.


(3)	Balances represent the recorded investment in the loan at the time of the restructuring.

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(8) Goodwill and Other Intangible Assets

A summary of the Company’s goodwill assets by business segment is presented in the following table:



(Dollars in thousands)	January 1, 2015		Goodwill Acquired		Impairment Loss		Goodwill Adjustments			September 30, 2015
Community banking	$	331,752	$	69,398	$	—	$	—		$	401,150
Specialty finance	41,768		—		—		(2,866		)	38,902
Wealth management	32,114		—		—		—			32,114
Total	$	405,634	$	69,398	$	—	$	(2,866	)	$	472,166

The community banking segment's goodwill increased $69.4 million in the first nine months of 2015 as a result of the acquisitions of Delavan, Suburban, North Bank and CFIS. The specialty finance segment's goodwill decreased $2.9 million in the first nine months of 2015 as a result of foreign currency translation adjustments related to the Canadian acquisitions.

At June 30, 2015, the Company utilized a qualitative approach for its annual goodwill impairment test of the community banking segment and determined that it is not more likely than not that an impairment existed at that time. The annual goodwill impairment tests of the specialty finance and wealth management segments will be conducted at December 31, 2015.

A summary of finite-lived intangible assets as of the dates shown and the expected amortization as of September 30, 2015 is as follows:



(Dollars in thousands)	September 30, 2015			December 31, 2014			September 30, 2014
Community banking segment:
Core deposit intangibles:
Gross carrying amount	$	34,840		$	29,379		$	40,438
Accumulated amortization	(16,195		)	(17,879		)	(27,909		)
Net carrying amount	$	18,645		$	11,500		$	12,529
Specialty finance segment:
Customer list intangibles:
Gross carrying amount	$	1,800		$	1,800		$	1,800
Accumulated amortization	(1,027		)	(941		)	(910		)
Net carrying amount	$	773		$	859		$	890
Wealth management segment:
Customer list and other intangibles:
Gross carrying amount	$	7,940		$	7,940		$	7,940
Accumulated amortization	(1,825		)	(1,488		)	(1,375		)
Net carrying amount	$	6,115		$	6,452		$	6,565
Total other intangible assets, net	$	25,533		$	18,811		$	19,984



Estimated amortization
Actual in nine months ended September 30, 2015	$	3,297
Estimated remaining in 2015	1,325
Estimated—2016	4,663
Estimated—2017	3,876
Estimated—2018	3,371
Estimated—2019	2,854

The core deposit intangibles recognized in connection with prior bank acquisitions are amortized over a ten-year period on an accelerated basis. The customer list intangibles recognized in connection with the purchase of life insurance premium finance assets in 2009 are being amortized over an 18-year period on an accelerated basis while the customer list intangibles recognized in connection with prior acquisitions within the wealth management segment are being amortized over a ten-year period on a straight-line basis.

Total amortization expense associated with finite-lived intangibles totaled approximately $3.3 million and $3.5 million for the nine months ended September 30, 2015 and 2014, respectively.

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(9) Deposits

The following table is a summary of deposits as of the dates shown:



(Dollars in thousands)	September 30, 2015			December 31, 2014			September 30, 2014
Balance:
Non-interest bearing	$	4,705,994		$	3,518,685		$	3,253,477
NOW and interest bearing demand deposits	2,231,258			2,236,089			2,086,099
Wealth management deposits	1,469,920			1,226,916			1,212,317
Money market	4,001,518			3,651,467			3,744,682
Savings	1,684,007			1,508,877			1,465,250
Time certificates of deposit	4,135,772			4,139,810			4,303,421
Total deposits	$	18,228,469		$	16,281,844		$	16,065,246
Mix:
Non-interest bearing	26		%	22		%	20		%
NOW and interest bearing demand deposits	12			14			13
Wealth management deposits	8			8			8
Money market	22			22			23
Savings	9			9			9
Time certificates of deposit	23			25			27
Total deposits	100		%	100		%	100		%

Wealth management deposits represent deposit balances (primarily money market accounts) at the Company’s subsidiary banks from brokerage customers of Wayne Hummer Investments, trust and asset management customers of CTC and brokerage customers from unaffiliated companies.

(10) Federal Home Loan Bank Advances, Other Borrowings and Subordinated Notes

The following table is a summary of notes payable, Federal Home Loan Bank advances, other borrowings and subordinated notes as of the dates shown:



(Dollars in thousands)	September 30, 2015		December 31, 2014		September 30, 2014
Federal Home Loan Bank advances	$	451,330	$	733,050	$	347,500
Other borrowings:
Notes payable	71,250		—		—
Securities sold under repurchase agreements	57,590		48,566		32,530
Other	18,466		18,822		18,953
Secured borrowings	112,672		129,077		—
Total other borrowings	259,978		196,465		51,483
Subordinated notes	140,000		140,000		140,000
Total Federal Home Loan Bank advances, other borrowings and subordinated notes	$	851,308	$	1,069,515	$	538,983

Federal Home Loan Bank Advances

Federal Home Loan Bank advances consist of obligations of the banks and are collateralized by qualifying residential real estate and home equity loans and certain securities. FHLB advances are stated at par value of the debt adjusted for unamortized fair value adjustments recorded in connection with advances acquired through acquisitions.

Notes Payable

At September 30, 2015, notes payable represented a $71.3 million term facility ("Term Facility"), which is part of a $150.0 million loan agreement with unaffiliated banks dated December 15, 2014. The agreement consists of the Term Facility and a $75.0 million revolving credit facility ("Revolving Credit Facility"). At September 30, 2015, the Company had an outstanding balance of $71.3 million compared to no outstanding balance at December 31, 2014 under the Term Facility. The Company was required to borrow

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the entire amount of the Term Facility on June 15, 2015 and all such borrowings must be repaid by June 15, 2020. Beginning September 30, 2015, the Company is required to make straight-line quarterly amortizing payments on the Term Facility. At September 30, 2015 and December 31, 2014, the Company had no outstanding balance under the Revolving Credit Facility. All borrowings under the Revolving Credit Facility must be repaid by December 14, 2015. Borrowings under the agreement that are considered “Base Rate Loans” bear interest at a rate equal to the sum of (1) 50 basis points (in the case of a borrowing under the Revolving Credit Facility) or 75 basis points (in the case of a borrowing under the Term Facility) plus (2) the highest of (a) the federal funds rate plus 50 basis points, (b) the lender's prime rate, and (c) the Eurodollar Rate (as defined below) that would be applicable for an interest period of one month plus 100 basis points. Borrowings under the agreement that are considered “Eurodollar Rate Loans” bear interest at a rate equal to the sum of (1) 150 basis points (in the case of a borrowing under the Revolving Credit Facility) or 175 basis points (in the case of a borrowing under the Term Facility) plus (2) the LIBOR rate for the applicable period, as adjusted for statutory reserve requirements for eurocurrency liabilities (the “Eurodollar Rate”). A commitment fee is payable quarterly equal to 0.20% of the actual daily amount by which the lenders' commitment under the Revolving Credit Facility exceeded the amount outstanding under such facility.

In prior periods, the Company has had a $101.0 million loan agreement with unaffiliated banks dated as of October 30, 2009, which had been amended at least annually between 2009 and 2014. The agreement consisted of a $100.0 million revolving credit facility, maturing on October 25, 2013, and a $1.0 million term loan maturing on June 1, 2015. In 2013, the Company repaid and terminated the $1.0 million term loan, and amended the agreement, effectively extending the maturity date on the revolving credit facility from October 25, 2013 to November 6, 2014. The agreement was also amended in 2014 effectively extending the term to December 15, 2014 at which time the agreement matured. At September 30, 2014, no amount was outstanding on the $100.0 million revolving credit facility.

Borrowings under the agreements are secured by pledges of and first priority perfected security interests in the Company's equity interest in its bank subsidiaries and contain several restrictive covenants, including the maintenance of various capital adequacy levels, asset quality and profitability ratios, and certain restrictions on dividends and other indebtedness. At September 30, 2015, the Company was in compliance with all such covenants. The Revolving Credit Facility and the Term Facility are available to be utilized, as needed, to provide capital to fund continued growth at the Company’s banks and to serve as an interim source of funds for acquisitions, common stock repurchases or other general corporate purposes.

Securities Sold Under Repurchase Agreements

At September 30, 2015, December 31, 2014 and September 30, 2014, securities sold under repurchase agreements represent $57.6 million, $48.6 million and $32.5 million, respectively, of customer sweep accounts in connection with master repurchase agreements at the banks. The Company records securities sold under repurchase agreements at their gross value and does not offset positions on the Consolidated Statements of Condition. As of September 30, 2015, the Company had pledged securities related to its customer balances in sweep accounts of $84.0 million. Securities pledged for customer balances in sweep accounts and short-term borrowings from brokers are maintained under the Company’s control and consist of U.S. Government agency, mortgage-backed and corporate securities. These securities are included in the available-for-sale securities portfolio as reflected on the Company’s Consolidated Statements of Condition. The following is a summary of these securities pledged disaggregated by investment category and maturity, and reconciled to the outstanding balance of securities sold under repurchase agreements:



As of September 30, 2015
(Dollars in thousands)	Overnight Sweep Collateral
U.S. Treasury	$	10,003
U.S. Government agencies	2,867
Municipal	7,488
Corporate notes:
Financial issuers	15,911
Mortgage-backed:
Mortgage-backed securities	47,758
Total collateral pledged	$	84,027
Excess collateral	26,437
Securities sold under repurchase agreements	$	57,590

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Other Borrowings

Other borrowings at September 30, 2015 represent a fixed-rate promissory note issued by the Company in August 2012 ("Fixed-Rate Promissory Note") related to and secured by an office building owned by the Company. At September 30, 2015, the Fixed-Rate Promissory Note had an outstanding balance of $18.5 million compared to an outstanding balance of $18.8 million and $19.0 million at December 31, 2014 and September 30, 2014, respectively. Under the Fixed-Rate Promissory Note, the Company will make monthly principal payments and pay interest at a fixed rate of 3.75% until maturity on September 1, 2017.

Secured Borrowings

In December 2014, the Company, through its subsidiary, FIFC Canada, sold an undivided co-ownership interest in all receivables owed to FIFC Canada to an unrelated third party in exchange for a cash payment of approximately C$150 million pursuant to a receivables purchase agreement (“Receivables Purchase Agreement”). The proceeds received from the transaction are reflected on the Company’s Consolidated Statements of Condition as a secured borrowing owed to the unrelated third party and translated to the Company’s reporting currency as of the respective date. At September 30, 2015 the translated balance of the secured borrowing under the Receivable Purchase Agreement totaled $112.7 million compared to $129.1 million at December 31, 2014. Additionally, the interest rate under the Receivables Purchase Agreement at September 30, 2015 was 1.3865%.

Subordinated Notes

At September 30, 2015, December 31, 2014 and September 30, 2014, the Company had outstanding subordinated notes totaling $140.0 million. In the second quarter of 2014, the Company issued $140.0 million of subordinated notes receiving $139.1 million in net proceeds. The notes have a stated interest rate of 5.00% and mature in June 2024.

(11) Junior Subordinated Debentures

As of September 30, 2015, the Company owned 100% of the common securities of eleven trusts, Wintrust Capital Trust III, Wintrust Statutory Trust IV, Wintrust Statutory Trust V, Wintrust Capital Trust VII, Wintrust Capital Trust VIII, Wintrust Capital Trust IX, Northview Capital Trust I, Town Bankshares Capital Trust I, First Northwest Capital Trust I, Suburban Illinois Capital Trust II, and Community Financial Shares Statutory Trust II (the “Trusts”) set up to provide long-term financing. The Northview, Town, First Northwest, Suburban, and Community Financial Shares capital trusts were acquired as part of the acquisitions of Northview Financial Corporation, Town Bankshares, Ltd., First Northwest Bancorp, Inc., Suburban and CFIS, respectively. The Trusts were formed for purposes of issuing trust preferred securities to third-party investors and investing the proceeds from the issuance of the trust preferred securities and common securities solely in junior subordinated debentures issued by the Company (or assumed by the Company in connection with an acquisition), with the same maturities and interest rates as the trust preferred securities. The junior subordinated debentures are the sole assets of the Trusts. In each Trust, the common securities represent approximately 3% of the junior subordinated debentures and the trust preferred securities represent approximately 97% of the junior subordinated debentures.

The Trusts are reported in the Company’s consolidated financial statements as unconsolidated subsidiaries. Accordingly, in the Consolidated Statements of Condition, the junior subordinated debentures issued by the Company to the Trusts are reported as liabilities and the common securities of the Trusts, all of which are owned by the Company, are included in available-for-sale securities.

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The following table provides a summary of the Company’s junior subordinated debentures as of September 30, 2015. The junior subordinated debentures represent the par value of the obligations owed to the Trusts.



(Dollars in thousands)	Common Securities		Trust Preferred Securities		Junior Subordinated Debentures		Rate Structure	Contractual rate at 9/30/2015		Issue Date	Maturity Date	Earliest Redemption Date
Wintrust Capital Trust III	$	774	$	25,000	$	25,774	L+3.25	3.54	%	04/2003	04/2033	04/2008
Wintrust Statutory Trust IV	619		20,000		20,619		L+2.80	3.13	%	12/2003	12/2033	12/2008
Wintrust Statutory Trust V	1,238		40,000		41,238		L+2.60	2.93	%	05/2004	05/2034	06/2009
Wintrust Capital Trust VII	1,550		50,000		51,550		L+1.95	2.29	%	12/2004	03/2035	03/2010
Wintrust Capital Trust VIII	1,238		40,000		41,238		L+1.45	1.78	%	08/2005	09/2035	09/2010
Wintrust Capital Trust IX	1,547		50,000		51,547		L+1.63	1.97	%	09/2006	09/2036	09/2011
Northview Capital Trust I	186		6,000		6,186		L+3.00	3.30	%	08/2003	11/2033	08/2008
Town Bankshares Capital Trust I	186		6,000		6,186		L+3.00	3.30	%	08/2003	11/2033	08/2008
First Northwest Capital Trust I	155		5,000		5,155		L+3.00	3.33	%	05/2004	05/2034	05/2009
Suburban Illinois Capital Trust II	464		15,000		15,464		L+1.75	2.09	%	12/2006	12/2036	12/2011
Community Financial Shares Statutory Trust II	109		3,500		3,609		L+1.62	1.96	%	06/2007	09/2037	06/2012
Total					$	268,566		2.48	%

The junior subordinated debentures totaled $268.6 million at September 30, 2015 compared to $249.5 million at December 31, 2014 and September 30, 2014.

The interest rates on the variable rate junior subordinated debentures are based on the three-month LIBOR rate and reset on a quarterly basis. At September 30, 2015, the weighted average contractual interest rate on the junior subordinated debentures was 2.48%. The Company entered into interest rate swaps and caps with an aggregate notional value of $225 million to hedge the variable cash flows on certain junior subordinated debentures. The hedge-adjusted rate on the junior subordinated debentures as of September 30, 2015, was 3.13%. Distributions on the common and preferred securities issued by the Trusts are payable quarterly at a rate per annum equal to the interest rates being earned by the Trusts on the junior subordinated debentures. Interest expense on the junior subordinated debentures is deductible for income tax purposes.

The Company has guaranteed the payment of distributions and payments upon liquidation or redemption of the trust preferred securities, in each case to the extent of funds held by the Trusts. The Company and the Trusts believe that, taken together, the obligations of the Company under the guarantees, the junior subordinated debentures, and other related agreements provide, in the aggregate, a full, irrevocable and unconditional guarantee, on a subordinated basis, of all of the obligations of the Trusts under the trust preferred securities. Subject to certain limitations, the Company has the right to defer the payment of interest on the junior subordinated debentures at any time, or from time to time, for a period not to exceed 20 consecutive quarters. The trust preferred securities are subject to mandatory redemption, in whole or in part, upon repayment of the junior subordinated debentures at maturity or their earlier redemption. The junior subordinated debentures are redeemable in whole or in part prior to maturity at any time after the earliest redemption dates shown in the table, and earlier at the discretion of the Company if certain conditions are met, and, in any event, only after the Company has obtained Federal Reserve approval, if then required under applicable guidelines or regulations.

Prior to January 1, 2015, the junior subordinated debentures, subject to certain limitations, qualified as Tier 1 regulatory capital of the Company and the amount in excess of those certain limitations could, subject to other restrictions, be included in Tier 2 capital. At December 31, 2014 and September 30, 2014, all of the junior subordinated debentures, net of the common securities, were included in the Company's Tier 1 regulatory capital. Starting in 2015, a portion of these junior subordinated debentures still qualified as Tier 1 regulatory capital of the Company and the amount in excess of those certain limitations, subject to certain restrictions, was included in Tier 2 capital. At September 30, 2015, $65.1 million and $195.4 million of the junior subordinated debentures, net of common securities, were included in the Company's Tier 1 and Tier 2 regulatory capital, respectively.

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(12) Segment Information

The Company’s operations consist of three primary segments: community banking, specialty finance and wealth management.

The three reportable segments are strategic business units that are separately managed as they offer different products and services and have different marketing strategies. In addition, each segment’s customer base has varying characteristics and each segment has a different regulatory environment. While the Company’s management monitors each of the fifteen bank subsidiaries’ operations and profitability separately, these subsidiaries have been aggregated into one reportable operating segment due to the similarities in products and services, customer base, operations, profitability measures, and economic characteristics.

For purposes of internal segment profitability, management allocates certain intersegment and parent company balances. Management allocates a portion of revenues to the specialty finance segment related to loans originated by the specialty finance segment and sold to the community banking segment. Similarly, for purposes of analyzing the contribution from the wealth management segment, management allocates a portion of the net interest income earned by the community banking segment on deposit balances of customers of the wealth management segment to the wealth management segment. See Note 9 — Deposits, for more information on these deposits. Finally, expenses incurred at the Wintrust parent company are allocated to each segment based on each segment's risk-weighted assets.

The segment financial information provided in the following tables has been derived from the internal profitability reporting system used by management to monitor and manage the financial performance of the Company. The accounting policies of the segments are substantially similar to as those described in “Summary of Significant Accounting Policies” in Note 1 of the Company’s 2014 Form 10-K. The Company evaluates segment performance based on after-tax profit or loss and other appropriate profitability measures common to each segment.

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The following is a summary of certain operating information for reportable segments:



	Three months ended						$ Change in Contribution			% Change in Contribution
(Dollars in thousands)	September 30, 2015			September 30, 2014			$ Change in Contribution			% Change in Contribution
Net interest income:
Community Banking	$	132,542		$	121,998		$	10,544		9	%
Specialty Finance	24,657			21,903			2,754			13
Wealth Management	4,368			3,877			491			13
Total Operating Segments	161,567			147,778			13,789			9
Intersegment Eliminations	3,973			3,892			81			2
Consolidated net interest income	$	165,540		$	151,670		$	13,870		9	%
Non-interest income:
Community Banking	$	45,574		$	38,274		$	7,300		19	%
Specialty Finance	8,264			8,320			(56		)	(1	)
Wealth Management	18,362			18,191			171			1
Total Operating Segments	72,200			64,785			7,415			11
Intersegment Eliminations	(7,247		)	(6,833		)	(414		)	(6	)
Consolidated non-interest income	$	64,953		$	57,952		$	7,001		12	%
Net revenue:
Community Banking	$	178,116		$	160,272		$	17,844		11	%
Specialty Finance	32,921			30,223			2,698			9
Wealth Management	22,730			22,068			662			3
Total Operating Segments	233,767			212,563			21,204			10
Intersegment Eliminations	(3,274		)	(2,941		)	(333		)	(11	)
Consolidated net revenue	$	230,493		$	209,622		$	20,871		10	%
Segment profit:
Community Banking	$	22,723		$	26,184		$	(3,461	)	(13	)%
Specialty Finance	12,545			10,973			1,572			14
Wealth Management	3,087			3,067			20			1
Consolidated net income	$	38,355		$	40,224		$	(1,869	)	(5	)%
Segment assets:
Community Banking	$	18,505,830		$	15,945,744		$	2,560,086		16	%
Specialty Finance	2,987,236			2,704,591			282,645			10
Wealth Management	550,864			519,010			31,854			6
Consolidated total assets	$	22,043,930		$	19,169,345		$	2,874,585		15	%

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	Nine months ended						$ Change in Contribution			% Change in Contribution
(Dollars in thousands)	September 30, 2015			September 30, 2014			$ Change in Contribution			% Change in Contribution
Net interest income:
Community Banking	$	382,187		$	359,981		$	22,206		6	%
Specialty Finance	67,041			60,907			6,134			10
Wealth Management	12,837			11,982			855			7
Total Operating Segments	462,065			432,870			29,195			7
Intersegment Eliminations	12,258			11,986			272			2
Consolidated net interest income	$	474,323		$	444,856		$	29,467		7	%
Non-interest income:
Community Banking	$	146,739		$	98,930		$	47,809		48	%
Specialty Finance	25,270			24,656			614			2
Wealth Management	56,103			54,367			1,736			3
Total Operating Segments	228,112			177,953			50,159			28
Intersegment Eliminations	(21,605		)	(20,370		)	(1,235		)	(6	)
Consolidated non-interest income	$	206,507		$	157,583		$	48,924		31	%
Net revenue:
Community Banking	$	528,926		$	458,911		$	70,015		15	%
Specialty Finance	92,311			85,563			6,748			8
Wealth Management	68,940			66,349			2,591			4
Total Operating Segments	690,177			610,823			79,354			13
Intersegment Eliminations	(9,347		)	(8,384		)	(963		)	(11	)
Consolidated net revenue	$	680,830		$	602,439		$	78,391		13	%
Segment profit:
Community Banking	$	76,821		$	73,393		$	3,428		5	%
Specialty Finance	34,875			30,257			4,618			15
Wealth Management	9,542			9,615			(73		)	(1	)
Consolidated net income	$	121,238		$	113,265		$	7,973		7	%

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(13) Derivative Financial Instruments

The Company primarily enters into derivative financial instruments as part of its strategy to manage its exposure to changes in interest rates. Derivative instruments represent contracts between parties that result in one party delivering cash to the other party based on a notional amount and an underlying term (such as a rate, security price or price index) specified in the contract. The amount of cash delivered from one party to the other is determined based on the interaction of the notional amount of the contract with the underlying term. Derivatives are also implicit in certain contracts and commitments.

The derivative financial instruments currently used by the Company to manage its exposure to interest rate risk include: (1) interest rate swaps and caps to manage the interest rate risk of certain fixed and variable rate assets and variable rate liabilities; (2) interest rate lock commitments provided to customers to fund certain mortgage loans to be sold into the secondary market; (3) forward commitments for the future delivery of such mortgage loans to protect the Company from adverse changes in interest rates and corresponding changes in the value of mortgage loans held-for-sale; and (4) covered call options to economically hedge specific investment securities and receive fee income effectively enhancing the overall yield on such securities to compensate for net interest margin compression. The Company also enters into derivatives (typically interest rate swaps) with certain qualified borrowers to facilitate the borrowers’ risk management strategies and concurrently enters into mirror-image derivatives with a third party counterparty, effectively making a market in the derivatives for such borrowers. Additionally, the Company enters into foreign currency contracts to manage foreign exchange risk associated with certain foreign currency denominated assets.

The Company has purchased interest rate cap derivatives to hedge or manage its own risk exposures. Certain interest rate cap derivatives have been designated as cash flow hedge derivatives of the variable cash outflows associated with interest expense on the Company’s junior subordinated debentures and certain deposits. Other cap derivatives are not designated for hedge accounting but are economic hedges of the Company's overall portfolio, therefore any mark to market changes in the value of these caps are recognized in earnings.

Below is a summary of the interest rate cap derivatives held by the Company as of September 30, 2015:



(Dollars in thousands)
		Notional		Accounting	Fair Value as of
Effective Date	Maturity Date	Amount		Treatment	September 30, 2015
May 3, 2012	May 3, 2016	215,000		Non-Hedge Designated	—
August 29, 2012	August 29, 2016	216,500		Cash Flow Hedging	5
February 22, 2013	August 22, 2016	43,500		Cash Flow Hedging	2
February 22, 2013	August 22, 2016	56,500		Non-Hedge Designated	2
March 21, 2013	March 21, 2017	100,000		Non-Hedge Designated	69
May 16, 2013	November 16, 2016	75,000		Non-Hedge Designated	13
September 15, 2013	September 15, 2017	50,000		Cash Flow Hedging	112
September 30, 2013	September 30, 2017	40,000		Cash Flow Hedging	97
		$	796,500		$	300

The Company recognizes derivative financial instruments in the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. The Company records derivative assets and derivative liabilities on the Consolidated Statements of Condition within accrued interest receivable and other assets and accrued interest payable and other liabilities, respectively. Changes in the fair value of derivative financial instruments are either recognized in income or in shareholders’ equity as a component of other comprehensive income depending on whether the derivative financial instrument qualifies for hedge accounting and, if so, whether it qualifies as a fair value hedge or cash flow hedge. Generally, changes in fair values of derivatives accounted for as fair value hedges are recorded in income in the same period and in the same income statement line as changes in the fair values of the hedged items that relate to the hedged risk(s). Changes in fair values of derivative financial instruments accounted for as cash flow hedges, to the extent they are effective hedges, are recorded as a component of other comprehensive income, net of deferred taxes, and reclassified to earnings when the hedged transaction affects earnings. Changes in fair values of derivative financial instruments not designated in a hedging relationship pursuant to ASC 815, including changes in fair value related to the ineffective portion of cash flow hedges, are reported in non-interest income during the period of the change. Derivative financial instruments are valued by a third party and are corroborated through comparison with valuations provided by the respective counterparties. Fair values of certain mortgage banking derivatives (interest rate lock commitments and forward commitments to sell mortgage loans) are estimated based on changes in mortgage interest rates from the date of the loan commitment. The fair value of foreign currency derivatives is computed based on changes in foreign currency rates stated in the contract compared to those prevailing at the measurement date.

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The table below presents the fair value of the Company’s derivative financial instruments as of September 30, 2015, December 31, 2014 and September 30, 2014:



	Derivative Assets						Derivative Liabilities
	Fair Value						Fair Value
(Dollars in thousands)	September 30, 2015		December 31, 2014		September 30, 2014		September 30, 2015		December 31, 2014		September 30, 2014
Derivatives designated as hedging instruments under ASC 815:
Interest rate derivatives designated as Cash Flow Hedges	$	216	$	1,390	$	1,947	$	1,329	$	1,994	$	2,202
Interest rate derivatives designated as Fair Value Hedges	5		52		79		291		—		—
Total derivatives designated as hedging instruments under ASC 815	$	221	$	1,442	$	2,026	$	1,620	$	1,994	$	2,202
Derivatives not designated as hedging instruments under ASC 815:
Interest rate derivatives	$	56,717	$	36,399	$	31,249	$	55,809	$	34,927	$	29,249
Interest rate lock commitments	11,836		10,028		10,010		—		20		31
Forward commitments to sell mortgage loans	—		23		41		7,713		4,239		3,986
Foreign exchange contracts	260		72		17		56		—		37
Total derivatives not designated as hedging instruments under ASC 815	$	68,813	$	46,522	$	41,317	$	63,578	$	39,186	$	33,303
Total Derivatives	$	69,034	$	47,964	$	43,343	$	65,198	$	41,180	$	35,505

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to net interest income and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and interest rate caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without the exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of payments at the end of each period in which the interest rate specified in the contract exceeds the agreed upon strike price.

During the first quarter of 2014, the Company designated two existing interest rate cap derivatives as cash flow hedges of variable rate deposits. The cap derivatives had notional amounts of $216.5 million and $43.5 million, respectively, both maturing in August 2016. Additionally, as of September 30, 2015, the Company had two interest rate swaps and two interest rate caps designated as hedges of the variable cash outflows associated with interest expense on the Company’s junior subordinated debentures. The effective portion of changes in the fair value of these cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified to interest expense as interest payments are made on the Company’s variable rate junior subordinated debentures. The changes in fair value (net of tax) are separately disclosed in the Consolidated Statements of Comprehensive Income. The ineffective portion of the change in fair value of these derivatives is recognized directly in earnings; however, no hedge ineffectiveness was recognized during the nine months ended September 30, 2015 or September 30, 2014. The Company uses the hypothetical derivative method to assess and measure hedge effectiveness.

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The table below provides details on each of these cash flow hedges as of September 30, 2015:



	September 30, 2015
(Dollars in thousands)	Notional		Fair Value
Maturity Date	Amount		Asset (Liability)
Interest Rate Swaps:
September 2016	50,000		(862		)
October 2016	25,000		(467		)
Total Interest Rate Swaps	75,000		(1,329		)
Interest Rate Caps:
August 2016	43,500		2
August 2016	216,500		5
September 2017	50,000		112
September 2017	40,000		97
Total Interest Rate Caps	350,000		216
Total Cash Flow Hedges	$	425,000	$	(1,113	)

A rollforward of the amounts in accumulated other comprehensive loss related to interest rate derivatives designated as cash flow hedges follows:



	Three months ended						Nine months ended
(Dollars in thousands)	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
Unrealized loss at beginning of period	$	(4,408	)	$	(4,695	)	$	(4,062	)	$	(3,971	)
Amount reclassified from accumulated other comprehensive loss to interest expense on deposits and junior subordinated debentures	571			553			1,460			1,567
Amount of loss recognized in other comprehensive income	(503		)	418			(1,738		)	(1,320		)
Unrealized loss at end of period	$	(4,340	)	$	(3,724	)	$	(4,340	)	$	(3,724	)

As of September 30, 2015, the Company estimates that during the next twelve months, $3.1 million will be reclassified from accumulated other comprehensive loss as an increase to interest expense.

Fair Value Hedges of Interest Rate Risk

Interest rate swaps designated as fair value hedges involve the payment of fixed amounts to a counterparty in exchange for the Company receiving variable payments over the life of the agreements without the exchange of the underlying notional amount. As of September 30, 2015, the Company has four interest rate swaps with an aggregate notional amount of $16.7 million that were designated as fair value hedges associated with fixed rate commercial and industrial and commercial franchise loans.

For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. The Company includes the gain or loss on the hedged item in the same line item as the offsetting loss or gain on the related derivatives. The Company recognized a net loss of $21,000 in other income related to hedge ineffectiveness for the three months ended September 30, 2015 and no net gain or loss for the three months ended September 30, 2014 and a net loss of $23,000 and $3,000 for the respective year-to-date periods.

On June 1, 2013, the Company de-designated a $96.5 million cap which was previously designated as a fair value hedge of interest rate risk associated with an embedded cap in one of the Company’s floating rate loans. The hedged loan was restructured which resulted in the interest rate cap no longer qualifying as an effective fair value hedge. As such, the interest rate cap derivative is no longer accounted for under hedge accounting and all changes in value subsequent to June 1, 2013 are recorded in earnings. Additionally, the Company has recorded amortization of the basis in the previously hedged item as a reduction to interest income of $43,000 and $129,000 in the three month and nine month periods ended September 30, 2015 and 2014, respectively.

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The following table presents the gain/(loss) and hedge ineffectiveness recognized on derivative instruments and the related hedged items that are designated as a fair value hedge accounting relationship as of September 30, 2015 and 2014:



(Dollars in thousands) Derivatives in Fair Value Hedging Relationships	Location of Gain/(Loss) Recognized in Income on Derivative	Amount of Gain/(Loss) Recognized in Income on Derivative Three Months Ended					Amount of (Loss)/Gain Recognized in Income on Hedged Item Three Months Ended					Income Statement Gain/ (Loss) due to Hedge Ineffectiveness Three Months Ended
	Location of Gain/(Loss) Recognized in Income on Derivative	September 30, 2015			September 30, 2014		September 30, 2015		September 30, 2014			September 30, 2015			September 30, 2014
Interest rate swaps	Trading (losses) gains, net	$	(323	)	$	16	$	302	$	(16	)	$	(21	)	$	—



(Dollars in thousands) Derivatives in Fair Value Hedging Relationships	Location of Gain/(Loss) Recognized in Income on Derivative	Amount of Losses Recognized in Income on Derivative Nine Months Ended						Amount of Gains Recognized in Income on Hedged Item Nine Months Ended				Income Statement Losses due to Hedge Ineffectiveness Nine Months Ended
	Location of Gain/(Loss) Recognized in Income on Derivative	September 30, 2015			September 30, 2014			September 30, 2015		September 30, 2014		September 30, 2015			September 30, 2014
Interest rate swaps	Trading (losses) gains, net	$	(338	)	$	(27	)	$	315	$	24	$	(23	)	$	(3	)

Non-Designated Hedges

The Company does not use derivatives for speculative purposes. Derivatives not designated as hedges are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements of ASC 815. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings.

Interest Rate Derivatives—The Company has interest rate derivatives, including swaps and option products, resulting from a service the Company provides to certain qualified borrowers. The Company’s banking subsidiaries execute certain derivative products (typically interest rate swaps) directly with qualified commercial borrowers to facilitate their respective risk management strategies. For example, these arrangements allow the Company’s commercial borrowers to effectively convert a variable rate loan to a fixed rate. In order to minimize the Company’s exposure on these transactions, the Company simultaneously executes offsetting derivatives with third parties. In most cases, the offsetting derivatives have mirror-image terms, which result in the positions’ changes in fair value substantially offsetting through earnings each period. However, to the extent that the derivatives are not a mirror-image and because of differences in counterparty credit risk, changes in fair value will not completely offset resulting in some earnings impact each period. Changes in the fair value of these derivatives are included in non-interest income. At September 30, 2015, the Company had interest rate derivative transactions with an aggregate notional amount of approximately $3.3 billion (all interest rate swaps and caps with customers and third parties) related to this program. These interest rate derivatives had maturity dates ranging from October 2015 to February 2045.

Mortgage Banking Derivatives—These derivatives include interest rate lock commitments provided to customers to fund certain mortgage loans to be sold into the secondary market and forward commitments for the future delivery of such loans. It is the Company’s practice to enter into forward commitments for the future delivery of a portion of our residential mortgage loan production when interest rate lock commitments are entered into in order to economically hedge the effect of future changes in interest rates on its commitments to fund the loans as well as on its portfolio of mortgage loans held-for-sale. The Company’s mortgage banking derivatives have not been designated as being in hedge relationships. At September 30, 2015, the Company had forward commitments to sell mortgage loans with an aggregate notional amount of approximately $731.1 million and interest rate lock commitments with an aggregate notional amount of approximately $455.7 million. The fair values of these derivatives were estimated based on changes in mortgage rates from the dates of the commitments. Changes in the fair value of these mortgage banking derivatives are included in mortgage banking revenue.

Foreign Currency Derivatives—These derivatives include foreign currency contracts used to manage the foreign exchange risk associated with foreign currency denominated assets and transactions. Foreign currency contracts, which include spot and forward contracts, represent agreements to exchange the currency of one country for the currency of another country at an agreed-upon price on an agreed-upon settlement date. As a result of fluctuations in foreign currencies, the U.S. dollar-equivalent value of the foreign currency denominated assets or forecasted transactions increase or decrease. Gains or losses on the derivative instruments related to these foreign currency denominated assets or forecasted transactions are expected to substantially offset this variability. As of September 30, 2015 the Company held foreign currency derivatives with an aggregate notional amount of approximately $16.3 million.

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Other Derivatives—Periodically, the Company will sell options to a bank or dealer for the right to purchase certain securities held within the banks’ investment portfolios (covered call options). These option transactions are designed primarily to mitigate overall interest rate risk and to increase the total return associated with the investment securities portfolio. These options do not qualify as hedges pursuant to ASC 815, and, accordingly, changes in fair value of these contracts are recognized in non-interest income. There were no covered call options outstanding as of September 30, 2015, December 31, 2014 or September 30, 2014.

As discussed above, the Company has entered into interest rate cap derivatives to protect the Company in a rising rate environment against increased margin compression due to the repricing of variable rate liabilities and lack of repricing of fixed rate loans and/or securities. As of September 30, 2015, the Company held four interest rate cap derivative contracts, which are not designated in hedge relationships, with an aggregate notional value of $446.5 million.

Amounts included in the Consolidated Statements of Income related to derivative instruments not designated in hedge relationships were as follows:



(Dollars in thousands)		Three Months Ended						Nine Months Ended
Derivative	Location in income statement	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
Interest rate swaps and caps	Trading (losses) gains, net	$	(275	)	$	270		$	(592	)	$	(1,144	)
Mortgage banking derivatives	Mortgage banking revenue	(4,062		)	(562		)	(1,669		)	(1,770		)
Covered call options	Fees from covered call options	2,810			2,107			11,735			4,893
Foreign exchange contracts	Trading (losses) gains, net	113			(12		)	133			(23		)

Credit Risk

Derivative instruments have inherent risks, primarily market risk and credit risk. Market risk is associated with changes in interest rates and credit risk relates to the risk that the counterparty will fail to perform according to the terms of the agreement. The amounts potentially subject to market and credit risks are the streams of interest payments under the contracts and the market value of the derivative instrument and not the notional principal amounts used to express the volume of the transactions. Market and credit risks are managed and monitored as part of the Company's overall asset-liability management process, except that the credit risk related to derivatives entered into with certain qualified borrowers is managed through the Company's standard loan underwriting process since these derivatives are secured through collateral provided by the loan agreements. Actual exposures are monitored against various types of credit limits established to contain risk within parameters. When deemed necessary, appropriate types and amounts of collateral are obtained to minimize credit exposure.

The Company has agreements with certain of its interest rate derivative counterparties that contain cross-default provisions, which provide that if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. The Company also has agreements with certain of its derivative counterparties that contain a provision allowing the counterparty to terminate the derivative positions if the Company fails to maintain its status as a well or adequately capitalized institution, which would require the Company to settle its obligations under the agreements. As of September 30, 2015 the fair value of interest rate derivatives in a net liability position that were subject to such agreements, which includes accrued interest related to these agreements, was $58.5 million. If the Company had breached any of these provisions at September 30, 2015 it would have been required to settle its obligations under the agreements at the termination value and would have been required to pay any additional amounts due in excess of amounts previously posted as collateral with the respective counterparty.

The Company is also exposed to the credit risk of its commercial borrowers who are counterparties to interest rate derivatives with the banks. This counterparty risk related to the commercial borrowers is managed and monitored through the banks' standard underwriting process applicable to loans since these derivatives are secured through collateral provided by the loan agreement. The counterparty risk associated with the mirror-image swaps executed with third parties is monitored and managed in connection with the Company's overall asset liability management process.

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The Company records interest rate derivatives subject to master netting agreements at their gross value and does not offset derivative assets and liabilities on the Consolidated Statements of Condition. The tables below summarize the Company's interest rate derivatives and offsetting positions as of the dates shown.



	Derivative Assets									Derivative Liabilities
	Fair Value									Fair Value
(Dollars in thousands)	September 30, 2015			December 31, 2014			September 30, 2014			September 30, 2015			December 31, 2014			September 30, 2014
Gross Amounts Recognized	$	56,938		$	37,841		$	33,275		$	57,429		$	36,921		$	31,451
Less: Amounts offset in the Statements of Financial Condition	—			—			—			—			—			—
Net amount presented in the Statements of Financial Condition	$	56,938		$	37,841		$	33,275		$	57,429		$	36,921		$	31,451
Gross amounts not offset in the Statements of Financial Condition
Offsetting Derivative Positions	(614		)	(2,771		)	(5,417		)	(614		)	(2,771		)	(5,417		)
Collateral Posted ⁽¹⁾	—			—			—			(54,410		)	(34,150		)	(26,034		)
Net Credit Exposure	$	56,324		$	35,070		$	27,858		$	2,405		$	—		$	—


(1)	As of December 31, 2014 and September 30, 2014, the Company posted collateral of $43.8 million and $33.9 million, respectively, which resulted in excess collateral with its counterparties. For purposes of this disclosure, the amount of posted collateral is limited to the amount offsetting the derivative liability.

(14) Fair Values of Assets and Liabilities

The Company measures, monitors and discloses certain of its assets and liabilities on a fair value basis. These financial assets and financial liabilities are measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observability of the assumptions used to determine fair value. These levels are:


•	Level 1—unadjusted quoted prices in active markets for identical assets or liabilities.

•

Level 2—inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

•

Level 3—significant unobservable inputs that reflect the Company’s own assumptions that market participants would use in pricing the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

A financial instrument’s categorization within the above valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the assets or liabilities. Following is a description of the valuation methodologies used for the Company’s assets and liabilities measured at fair value on a recurring basis.

Available-for-sale and trading account securities—Fair values for available-for-sale and trading securities are typically based on prices obtained from independent pricing vendors. Securities measured with these valuation techniques are generally classified as Level 2 of the fair value hierarchy. Typically, standard inputs such as benchmark yields, reported trades for similar securities, issuer spreads, benchmark securities, bids, offers and reference data including market research publications are used to fair value a security. When these inputs are not available, broker/dealer quotes may be obtained by the vendor to determine the fair value of the security. We review the vendor’s pricing methodologies to determine if observable market information is being used, versus unobservable inputs. Fair value measurements using significant inputs that are unobservable in the market due to limited activity or a less liquid market are classified as Level 3 in the fair value hierarchy.

The Company’s Investment Operations Department is responsible for the valuation of Level 3 available-for-sale securities. The methodology and variables used as inputs in pricing Level 3 securities are derived from a combination of observable and unobservable inputs. The unobservable inputs are determined through internal assumptions that may vary from period to period due to external factors, such as market movement and credit rating adjustments.

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At September 30, 2015, the Company classified $68.4 million of municipal securities as Level 3. These municipal securities are bond issues for various municipal government entities primarily located in the Chicago metropolitan area and southern Wisconsin and are privately placed, non-rated bonds without CUSIP numbers. The Company’s methodology for pricing the non-rated bonds focuses on three distinct inputs: equivalent rating, yield and other pricing terms. To determine the rating for a given non-rated municipal bond, the Investment Operations Department references a publicly issued bond by the same issuer if available. A reduction is then applied to the rating obtained from the comparable bond, as the Company believes if liquidated, a non-rated bond would be valued less than a similar bond with a verifiable rating. The reduction applied by the Company is one complete rating grade (i.e. a “AA” rating for a comparable bond would be reduced to “A” for the Company’s valuation). In the third quarter of 2015, all of the ratings derived in the above process by Investment Operations were BBB or better, for both bonds with and without comparable bond proxies. The fair value measurement of municipal bonds is sensitive to the rating input, as a higher rating typically results in an increased valuation. The remaining pricing inputs used in the bond valuation are observable. Based on the rating determined in the above process, Investment Operations obtains a corresponding current market yield curve available to market participants. Other terms including coupon, maturity date, redemption price, number of coupon payments per year, and accrual method are obtained from the individual bond term sheets. Certain municipal bonds held by the Company at September 30, 2015 have a call date that has passed, and are now continuously callable. When valuing these bonds, the fair value is capped at par value as the Company assumes a market participant would not pay more than par for a continuously callable bond.

At September 30, 2015, the Company held $24.5 million of equity securities classified as Level 3. The securities in Level 3 are primarily comprised of auction rate preferred securities. The Company utilizes an independent pricing vendor to provide a fair market valuation of these securities. The vendor’s valuation methodology includes modeling the contractual cash flows of the underlying preferred securities and applying a discount to these cash flows by a credit spread derived from the market price of the securities underlying debt. At September 30, 2015, the vendor considered five different securities whose implied credit spreads were believed to provide a proxy for the Company’s auction rate preferred securities. The credit spreads ranged from 2.01%-2.43% with an average of 2.22% which was added to three-month LIBOR to be used as the discount rate input to the vendor’s model. Fair value of the securities is sensitive to the discount rate utilized as a higher discount rate results in a decreased fair value measurement.

Mortgage loans held-for-sale—The fair value of mortgage loans held-for-sale is determined by reference to investor price sheets for loan products with similar characteristics.

Mortgage servicing rights—Fair value for mortgage servicing rights is determined utilizing a third party valuation model which stratifies the servicing rights into pools based on product type and interest rate. The fair value of each servicing rights pool is calculated based on the present value of estimated future cash flows using a discount rate commensurate with the risk associated with that pool, given current market conditions. At September 30, 2015, the Company classified $7.9 million of mortgage servicing rights as Level 3. The weighted average discount rate used as an input to value the pool of mortgage servicing rights at September 30, 2015 was 9.15% with discount rates applied ranging from 9%-13%. The higher the rate utilized to discount estimated future cash flows, the lower the fair value measurement. Additionally, fair value estimates include assumptions about prepayment speeds which ranged from 9%-29% or a weighted average prepayment speed of 12.93% used as an input to value the pool of mortgage servicing rights at September 30, 2015. Prepayment speeds are inversely related to the fair value of mortgage servicing rights as an increase in prepayment speeds results in a decreased valuation.

Derivative instruments—The Company’s derivative instruments include interest rate swaps and caps, commitments to fund mortgages for sale into the secondary market (interest rate locks), forward commitments to end investors for the sale of mortgage loans and foreign currency contracts. Interest rate swaps and caps are valued by a third party, using models that primarily use market observable inputs, such as yield curves, and are corroborated by comparison with valuations provided by the respective counterparties. The credit risk associated with derivative financial instruments that are subject to master netting agreements is measured on a net basis by counterparty portfolio. The fair value for mortgage-related derivatives is based on changes in mortgage rates from the date of the commitments. The fair value of foreign currency derivatives is computed based on change in foreign currency rates stated in the contract compared to those prevailing at the measurement date.

Nonqualified deferred compensation assets—The underlying assets relating to the nonqualified deferred compensation plan are included in a trust and primarily consist of non-exchange traded institutional funds which are priced based by an independent third party service.

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The following tables present the balances of assets and liabilities measured at fair value on a recurring basis for the periods presented:



	September 30, 2015
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Available-for-sale securities
U.S. Treasury	$	285,922	$	—	$	285,922	$	—
U.S. Government agencies	645,023		—		645,023		—
Municipal	297,342		—		228,941		68,401
Corporate notes	116,945		—		116,945		—
Mortgage-backed	815,045		—		815,045		—
Equity securities	54,004		—		29,488		24,516
Trading account securities	3,312		—		3,312		—
Mortgage loans held-for-sale	347,005		—		347,005		—
Mortgage servicing rights	7,875		—		—		7,875
Nonqualified deferred compensation assets	8,342		—		8,342		—
Derivative assets	69,034		—		69,034		—
Total	$	2,649,849	$	—	$	2,549,057	$	100,792
Derivative liabilities	$	65,198	$	—	$	65,198	$	—



	December 31, 2014
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Available-for-sale securities
U.S. Treasury	$	381,805	$	—	$	381,805	$	—
U.S. Government agencies	668,316		—		668,316		—
Municipal	238,529		—		179,576		58,953
Corporate notes	133,579		—		133,579		—
Mortgage-backed	318,710		—		318,710		—
Equity securities	51,139		—		27,428		23,711
Trading account securities	1,206		—		1,206		—
Mortgage loans held-for-sale	351,290		—		351,290		—
Mortgage servicing rights	8,435		—		—		8,435
Nonqualified deferred compensation assets	7,951		—		7,951		—
Derivative assets	47,964		—		47,964		—
Total	$	2,208,924	$	—	$	2,117,825	$	91,099
Derivative liabilities	$	41,180	$	—	$	41,180	$	—



	September 30, 2014
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Available-for-sale securities
U.S. Treasury	$	378,261	$	—	$	378,261	$	—
U.S. Government agencies	739,752		—		739,752		—
Municipal	187,103		—		136,866		50,237
Corporate notes	134,155		—		134,155		—
Mortgage-backed	291,222		—		291,222		—
Equity securities	52,155		—		28,194		23,961
Trading account securities	6,015		—		6,015		—
Mortgage loans held-for-sale	363,303		—		363,303		—
Mortgage servicing rights	8,137		—		—		8,137
Nonqualified deferred compensation assets	7,927		—		7,927		—
Derivative assets	43,343		—		43,343		—
Total	$	2,211,373	$	—	$	2,129,038	$	82,335
Derivative liabilities	$	35,505	$	—	$	35,505	$	—

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The aggregate remaining contractual principal balance outstanding as of September 30, 2015, December 31, 2014 and September 30, 2014 for mortgage loans held-for-sale measured at fair value under ASC 825 was $328.1 million, $327.1 million and $340.0 million, respectively, while the aggregate fair value of mortgage loans held-for-sale was $347.0 million, $351.3 million and $363.3 million, for the same respective periods, as shown in the above tables. There were no nonaccrual loans or loans past due greater than 90 days and still accruing in the mortgage loans held-for-sale portfolio measured at fair value as of September 30, 2015, December 31, 2014 and September 30, 2014.

The changes in Level 3 assets measured at fair value on a recurring basis during the three and nine months ended September 30, 2015 and 2014 are summarized as follows:



				Equity securities			Mortgage servicing rights
(Dollars in thousands)	Municipal			Equity securities			Mortgage servicing rights
Balance at July 1, 2015	$	58,572		$	24,996		$	8,034
Total net gains (losses) included in:
Net income ⁽¹⁾	—			—			(159		)
Other comprehensive income	223			(480		)	—
Purchases	10,405			—			—
Issuances	—			—			—
Sales	—			—			—
Settlements	(799		)	—			—
Net transfers into/(out of) Level 3	—			—			—
Balance at September 30, 2015	$	68,401		$	24,516		$	7,875


(1)	Changes in the balance of mortgage servicing rights are recorded as a component of mortgage banking revenue in non-interest income.



				Equity securities		Mortgage servicing rights
(Dollars in thousands)	Municipal			Equity securities		Mortgage servicing rights
Balance at January 1, 2015	$	58,953		$	23,711	$	8,435
Total net gains (losses) included in:
Net income ⁽¹⁾	—			—		(560		)
Other comprehensive income	(287		)	805		—
Purchases	21,254			—		—
Issuances	—			—		—
Sales	—			—		—
Settlements	(11,519		)	—		—
Net transfers into/(out of) Level 3	—			—		—
Balance at September 30, 2015	$	68,401		$	24,516	$	7,875


(1)	Changes in the balance of mortgage servicing rights are recorded as a component of mortgage banking revenue in non-interest income.

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				Equity securities			Mortgage servicing rights
(Dollars in thousands)	Municipal			Equity securities			Mortgage servicing rights
Balance at July 1, 2014	$	38,053		$	24,152		$	8,227
Total net gains (losses) included in:
Net income ⁽¹⁾	—			—			(90		)
Other comprehensive income	(27		)	(191		)	—
Purchases	4,129			—			—
Issuances	—			—			—
Sales	—			—			—
Settlements	(800		)	—			—
Net transfers into/(out of) Level 3⁽²⁾	8,882			—			—
Balance at September 30, 2014	$	50,237		$	23,961		$	8,137


(1)	Changes in the balance of mortgage servicing rights are recorded as a component of mortgage banking revenue in non-interest income.


(2)	Transfers into Level 3 relate to a reclassification of municipal bonds in the current quarter.



				Equity securities		Mortgage servicing rights
(Dollars in thousands)	Municipal			Equity securities		Mortgage servicing rights
Balance at January 1, 2014	$	36,386		$	22,163	$	8,946
Total net gains (losses) included in:
Net income ⁽¹⁾	—			—		(809		)
Other comprehensive income	193			1,798		—
Purchases	9,095			—		—
Issuances	—			—		—
Sales	—			—		—
Settlements	(4,319		)	—		—
Net transfers into/(out of) Level 3⁽²⁾	8,882			—		—
Balance at September 30, 2014	$	50,237		$	23,961	$	8,137


(1)	Changes in the balance of mortgage servicing rights are recorded as a component of mortgage banking revenue in non-interest income.


(2)	Transfers into Level 3 relate to a reclassification of municipal bonds in the current quarter.

Also, the Company may be required, from time to time, to measure certain other financial assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from impairment charges on individual assets. For assets measured at fair value on a nonrecurring basis that were still held in the balance sheet at the end of the period, the following table provides the carrying value of the related individual assets or portfolios at September 30, 2015.



	September 30, 2015								Three Months Ended September 30, 2015 Fair Value Losses Recognized, net		Nine Months Ended September 30, 2015 Fair Value Losses Recognized, net
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Impaired loans—collateral based	$	73,819	$	—	$	—	$	73,819	$	5,262	$	11,517
Other real estate owned, including covered other real estate owned ⁽¹⁾	80,524		—		—		80,524		989		4,834
Total	$	154,343	$	—	$	—	$	154,343	$	6,251	$	16,351


(1)	Fair value losses recognized, net on other real estate owned include valuation adjustments and charge-offs during the respective period.

Impaired loans—A loan is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due pursuant to the contractual terms of the loan agreement. A loan restructured in a troubled debt restructuring is an impaired loan according to applicable accounting guidance. Impairment is measured by estimating the fair value of the loan based on the present value of expected cash flows, the market price of the loan, or the fair value of the underlying collateral. Impaired loans are considered a fair value measurement where an allowance is established based on the fair value of collateral. Appraised values, which may require adjustments to market-based valuation inputs representing the estimated cost of sale, are generally used on real estate collateral-dependent impaired loans.

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The Company’s Managed Assets Division is primarily responsible for the valuation of Level 3 inputs of impaired loans. For more information on the Managed Assets Division review of impaired loans refer to Note 7 – Allowance for Loan Losses, Allowance for Losses on Lending-Related Commitments and Impaired Loans. At September 30, 2015, the Company had $113.0 million of impaired loans classified as Level 3. Of the $113.0 million of impaired loans, $73.8 million were measured at fair value based on the underlying collateral of the loan as shown in the table above. The remaining $39.2 million were valued based on discounted cash flows in accordance with ASC 310.

Other real estate owned (including covered other real estate owned)—Other real estate owned is comprised of real estate acquired in partial or full satisfaction of loans and is included in other assets. Other real estate owned is recorded at its estimated fair value less estimated selling costs at the date of transfer, with any excess of the related loan balance over the fair value less expected selling costs charged to the allowance for loan losses. Subsequent changes in value are reported as adjustments to the carrying amount and are recorded in other non-interest expense. Gains and losses upon sale, if any, are also charged to other non-interest expense. Fair value is generally based on third party appraisals and internal estimates that are adjusted by a discount representing the estimated cost of sale and is therefore considered a Level 3 valuation.

The Company’s Managed Assets Division is primarily responsible for the valuation of Level 3 inputs for non-covered other real estate owned and covered other real estate owned. At September 30, 2015, the Company had $80.5 million of other real estate owned classified as Level 3. The unobservable input applied to other real estate owned relates to the 10% reduction to the appraisal value representing the estimated cost of sale of the foreclosed property. A higher discount for the estimated cost of sale results in a decreased carrying value.

The valuation techniques and significant unobservable inputs used to measure both recurring and non-recurring Level 3 fair value measurements at September 30, 2015 were as follows:

(Dollars in thousands)

Fair Value

Valuation Methodology

Significant Unobservable Input

Range

of Inputs

Weighted

Average

of Inputs

Impact to valuation

from an increased or

higher input value

Measured at fair value on a recurring basis:

Municipal Securities

68,401

Bond pricing

Equivalent rating

BBB-AA+

N/A

Increase

Equity Securities

24,516

Discounted cash flows

Discount rate

2.01%-2.43%

2.22%

Decrease

Mortgage Servicing Rights

7,875

Discounted cash flows

Discount rate

9%-13%

9.15%

Decrease

Constant prepayment rate (CPR)

9%-29%

12.93%

Decrease

Measured at fair value on a non-recurring basis:

Impaired loans—collateral based

73,819

Appraisal value

Appraisal adjustment - cost of sale

10%

10.00%

Decrease

Other real estate owned, including covered other real estate owned

80,524

Appraisal value

Appraisal adjustment - cost of sale

10%

10.00%

Decrease

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The Company is required under applicable accounting guidance to report the fair value of all financial instruments on the consolidated statements of condition, including those financial instruments carried at cost. The table below presents the carrying amounts and estimated fair values of the Company’s financial instruments as of the dates shown:



	At September 30, 2015				At December 31, 2014				At September 30, 2014
	Carrying		Fair		Carrying		Fair		Carrying		Fair
(Dollars in thousands)	Value		Value		Value		Value		Value		Value
Financial Assets:
Cash and cash equivalents	$	250,655	$	250,655	$	230,707	$	230,707	$	287,416	$	287,416
Interest bearing deposits with banks	701,106		701,106		998,437		998,437		620,370		620,370
Available-for-sale securities	2,214,281		2,214,281		1,792,078		1,792,078		1,782,648		1,782,648
Trading account securities	3,312		3,312		1,206		1,206		6,015		6,015
Federal Home Loan Bank and Federal Reserve Bank stock, at cost	90,308		90,308		91,582		91,582		80,951		80,951
Brokerage customer receivables	28,293		28,293		24,221		24,221		26,624		26,624
Mortgage loans held-for-sale, at fair value	347,005		347,005		351,290		351,290		363,303		363,303
Total loans	16,484,820		17,284,375		14,636,107		15,346,266		14,306,664		15,001,394
Mortgage servicing rights	7,875		7,875		8,435		8,435		8,137		8,137
Nonqualified deferred compensation assets	8,342		8,342		7,951		7,951		7,927		7,927
Derivative assets	69,034		69,034		47,964		47,964		43,343		43,343
FDIC indemnification asset	—		—		11,846		11,846		27,359		27,359
Accrued interest receivable and other	192,572		192,572		169,156		169,156		170,517		170,517
Total financial assets	$	20,397,603	$	21,197,158	$	18,370,980	$	19,081,139	$	17,731,274	$	18,426,004
Financial Liabilities
Non-maturity deposits	$	14,092,697	$	14,092,697	$	12,142,034	$	12,142,034	$	11,761,825	$	11,761,825
Deposits with stated maturities	4,135,772		4,137,856		4,139,810		4,143,161		4,303,421		4,303,717
Federal Home Loan Bank advances	451,330		459,154		733,050		738,113		347,500		352,516
Other borrowings	259,978		259,978		196,465		197,883		51,483		51,483
Subordinated notes	140,000		142,953		140,000		143,639		140,000		142,720
Junior subordinated debentures	268,566		268,058		249,493		250,305		249,493		250,452
Derivative liabilities	65,198		65,198		41,180		41,180		35,505		35,505
Accrued interest payable	11,364		11,364		8,001		8,001		8,995		8,995
Total financial liabilities	$	19,424,905	$	19,437,258	$	17,650,033	$	17,664,316	$	16,898,222	$	16,907,213

Not all the financial instruments listed in the table above are subject to the disclosure provisions of ASC Topic 820, as certain assets and liabilities result in their carrying value approximating fair value. These include cash and cash equivalents, interest bearing deposits with banks, brokerage customer receivables, FHLB and FRB stock, FDIC indemnification asset, accrued interest receivable and accrued interest payable and non-maturity deposits.

The following methods and assumptions were used by the Company in estimating fair values of financial instruments that were not previously disclosed.

Loans. Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are analyzed by type such as commercial, residential real estate, etc. Each category is further segmented by interest rate type (fixed and variable) and term. For variable-rate loans that reprice frequently, estimated fair values are based on carrying values. The fair value of residential loans is based on secondary market sources for securities backed by similar loans, adjusted for differences in loan characteristics. The fair value for other fixed rate loans is estimated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect credit and interest rate risks inherent in the loan. The primary impact of credit risk on the present value of the loan portfolio, however, was assessed through the use of the allowance for loan losses, which is believed to represent the current fair value of probable incurred losses for purposes of the fair value calculation. In accordance with ASC 820, the Company has categorized loans as a Level 3 fair value measurement.

Deposits with stated maturities. The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently in effect for deposits of similar remaining maturities. In accordance with ASC 820, the Company has categorized deposits with stated maturities as a Level 3 fair value measurement.

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Federal Home Loan Bank advances. The fair value of Federal Home Loan Bank advances is obtained from the Federal Home Loan Bank which uses a discounted cash flow analysis based on current market rates of similar maturity debt securities to discount cash flows. In accordance with ASC 820, the Company has categorized Federal Home Loan Bank advances as a Level 3 fair value measurement.

Subordinated notes. The fair value of the subordinated notes is based on a market price obtained from an independent pricing vendor. In accordance with ASC 820, the Company has categorized subordinated notes as a Level 2 fair value measurement.

Junior subordinated debentures. The fair value of the junior subordinated debentures is based on the discounted value of contractual cash flows. In accordance with ASC 820, the Company has categorized junior subordinated debentures as a Level 3 fair value measurement.

(15) Stock-Based Compensation Plans

In May 2015, the Company’s shareholders approved the 2015 Stock Incentive Plan (“the 2015 Plan”) which provides for the issuance of up to 5,485,000 shares of common stock. The 2015 Plan replaced the 2007 Stock Incentive Plan (“the 2007 Plan”) which replaced the 1997 Stock Incentive Plan (“the 1997 Plan”). The 2015 Plan, the 2007 Plan and the 1997 Plan are collectively referred to as “the Plans.” The 2015 Plan has substantially similar terms to the 2007 Plan and the 1997 Plan. Outstanding awards under the Plans for which common shares are not issued by reason of cancellation, forfeiture, lapse of such award or settlement of such award in cash, are again available under the 2015 Plan. All grants made after the approval of the 2015 Plan will be made pursuant to the 2015 Plan. The Plans cover substantially all employees of Wintrust. The Compensation Committee of the Board of Directors administers all stock-based compensation programs and authorizes all awards granted pursuant to the Plans.

The Plans permit the grant of incentive stock options, non-qualified stock options, stock appreciation rights, stock awards, restricted share or unit awards, performance awards settled in shares of common stock and other incentive awards based in whole or in part by reference to the Company’s common stock. The Company historically awarded stock-based compensation in the form of time-vested non-qualified stock options and time-vested restricted share unit awards (“restricted shares”). The grants of options provide for the purchase of shares of the Company’s common stock at the fair market value of the stock on the date the options are granted. Stock options under the 2015 Plan and the 2007 Plan generally vest ratably over periods of three to five years and have a maximum term of seven years from the date of grant. Stock options granted under the 1997 Plan provided for a maximum term of 10 years. Restricted shares entitle the holders to receive, at no cost, shares of the Company’s common stock. Restricted shares generally vest over periods of one to five years from the date of grant.

Beginning in 2011, the Company has awarded annual grants under the Long-Term Incentive Program (“LTIP”), which is administered under the Plans. The LTIP is designed in part to align the interests of management with the interests of shareholders, foster retention, create a long-term focus based on sustainable results and provide participants with a target long-term incentive opportunity. It is anticipated that LTIP awards will continue to be granted annually. LTIP grants to date have consisted of time-vested non-qualified stock options and performance-based stock and cash awards. Performance-based stock and cash awards granted under the LTIP are contingent upon the achievement of pre-established long-term performance goals set in advance by the Compensation Committee over a three-year period starting at the beginning of each calendar year. These performance awards are granted at a target level, and based on the Company’s achievement of the pre-established long-term goals, the actual payouts can range from 0% to a maximum of 150% (for 2015 awards) or 200% (for prior awards) of the target award. The awards vest in the quarter after the end of the performance period upon certification of the payout by the Compensation Committee of the Board of Directors.

Holders of restricted share awards and performance-based stock awards received under the Plans are not entitled to vote or receive cash dividends (or cash payments equal to the cash dividends) on the underlying common shares until the awards are vested. Except in limited circumstances, these awards are canceled upon termination of employment without any payment of consideration by the Company.

Stock-based compensation is measured as the fair value of an award on the date of grant, and the measured cost is recognized over the period which the recipient is required to provide service in exchange for the award. The fair values of restricted share and performance-based stock awards are determined based on the average of the high and low trading prices on the grant date, and the fair value of stock options is estimated using a Black-Scholes option-pricing model that utilizes the assumptions outlined in the following table. Option-pricing models require the input of highly subjective assumptions and are sensitive to changes in the option's expected life and the price volatility of the underlying stock, which can materially affect the fair value estimate. Expected life of options granted since the inception of the LTIP awards has been based on the safe harbor rule of the SEC Staff Accounting Bulletin No. 107 “Share-Based Payment” as the Company believes historical exercise data may not provide a reasonable basis to

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estimate the expected term of these options. Expected stock price volatility is based on historical volatility of the Company's common stock, which correlates with the expected life of the options, and the risk-free interest rate

The following table presents the weighted average assumptions used to determine the fair value of options granted in the nine month periods ending September 30, 2015 and 2014.



	Nine Months Ended
	September 30,		September 30,
	2015		2014
Expected dividend yield	0.9	%	0.4	%
Expected volatility	26.5	%	30.8	%
Risk-free rate	1.3	%	0.7	%
Expected option life (in years)	4.5		4.5

Stock based compensation is recognized based upon the number of awards that are ultimately expected to vest, taking into account expected forfeitures. In addition, for performance-based awards, an estimate is made of the number of shares expected to vest as a result of projected performance against the performance criteria in the award to determine the amount of compensation expense to recognize. The estimate is reevaluated periodically and total compensation expense is adjusted for any change in estimate in the current period. Stock-based compensation expense recognized in the Consolidated Statements of Income was $2.5 million in the third quarter of 2015 and $2.2 million in the third quarter of 2014, and $7.8 million and $8.1 million for the year-to-date periods, respectively. The first quarter of 2014 included a $2.1 million charge for a modification to the performance measurement criteria related to the 2011 LTIP performance-based stock grants that were vested and paid out in the first quarter of 2014. The cost of the modification was determined based on the stock price on the date of re-measurement and paid to the holders of the performance-based stock awards in cash.

A summary of the Company's stock option activity for the nine months ended September 30, 2015 and September 30, 2014 is presented below:



Stock Options	Common Shares		Weighted Average Strike Price		Remaining Contractual Term⁽¹⁾	Intrinsic Value ⁽²⁾ ($000)
Outstanding at January 1, 2015	1,618,426		$	43.00
Conversion of options of acquired company	16,364		21.18
Granted	502,517		44.36
Exercised	(258,836	)	43.14
Forfeited or canceled	(277,150	)	53.64
Outstanding at September 30, 2015	1,601,321		$	41.34	4.7	$	19,378
Exercisable at September 30, 2015	715,101		$	37.52	3.2	$	11,376



Stock Options	Common Shares		Weighted Average Strike Price		Remaining Contractual Term ⁽¹⁾	Intrinsic Value ⁽²⁾ ($000)
Outstanding at January 1, 2014	1,524,672		$	42.00
Granted	366,478		46.85
Exercised	(139,928	)	33.90
Forfeited or canceled	(99,147	)	50.61
Outstanding at September 30, 2014	1,652,075		$	43.24	3.4	$	8,133
Exercisable at September 30, 2014	1,050,665		$	43.86	2.1	$	5,851


(1)	Represents the remaining weighted average contractual life in years.

(2)

Aggregate intrinsic value represents the total pre-tax intrinsic value (i.e., the difference between the Company's stock price on the last trading day of the quarter and the option exercise price, multiplied by the number of shares) that would have been received by the option holders if they had exercised their options on the last day of the quarter. Options with exercise prices above the stock price on the last trading day of the quarter are excluded from the calculation of intrinsic value. The intrinsic value will change based on the fair market value of the Company's stock.

The weighted average grant date fair value per share of options granted during the nine months ended September 30, 2015 and September 30, 2014 was $9.72 and $11.96, respectively. The aggregate intrinsic value of options exercised during the nine months ended September 30, 2015 and 2014, was $2.3 million and $1.8 million, respectively.

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A summary of the Plans' restricted share activity for the nine months ended September 30, 2015 and September 30, 2014 is presented below:



	Nine months ended September 30, 2015				Nine months ended September 30, 2014
Restricted Shares	Common Shares		Weighted Average Grant-Date Fair Value		Common Shares		Weighted Average Grant-Date Fair Value
Outstanding at January 1	146,112		$	47.45	181,522		$	43.39
Granted	15,657		45.81		12,313		46.04
Vested and issued	(20,409	)	39.07		(51,978	)	35.12
Forfeited	(2,400	)	36.81		(6,752	)	37.95
Outstanding at September 30	138,960		$	48.68	135,105		$	47.09
Vested, but not issuable at September 30	85,000		$	51.88	85,000		$	51.88

A summary of the Plans' performance-based stock award activity, based on the target level of the awards, for the nine months ended September 30, 2015 and September 30, 2014 is presented below:



	Nine months ended September 30, 2015				Nine months ended September 30, 2014
Performance-based Stock	Common Shares		Weighted Average Grant-Date Fair Value		Common Shares		Weighted Average Grant-Date Fair Value
Outstanding at January 1	295,679		$	38.18	307,512		$	34.01
Granted	106,017		44.35		93,535		46.85
Vested and issued	(78,590	)	31.10		(15,944	)	33.25
Forfeited	(33,854	)	32.74		(89,424	)	33.78
Outstanding at September 30	289,252		$	43.00	295,679		$	38.18

The Company issues new shares to satisfy its obligation to issue shares granted pursuant to the Plans.

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(16) Shareholders’ Equity and Earnings Per Share

Series D Preferred Stock

In June 2015, the Company issued and sold 5,000,000 shares of fixed-to-floating non-cumulative perpetual preferred stock, Series D, liquidation preference $25 per share (the “Series D Preferred Stock”) for $125.0 million in an equity offering. If declared, dividends on the Series D Preferred Stock are payable quarterly in arrears at a fixed rate of 6.50% per annum from the original issuance date to, but excluding, July 15, 2025, and from (and including) that date at a floating rate equal to three-month LIBOR plus a spread of 4.06% per annum.

Series C Preferred Stock

In March 2012, the Company issued and sold 126,500 shares of non-cumulative perpetual convertible preferred stock, Series C, liquidation preference $1,000 per share (the “Series C Preferred Stock”) for $126.5 million in an equity offering. If declared, dividends on the Series C Preferred Stock are payable quarterly in arrears at a rate of 5.00% per annum. The Series C Preferred Stock is convertible into common stock at the option of the holder at a conversion rate of 24.3132 shares of common stock per share of Series C Preferred Stock subject to customary anti-dilution adjustments. In the first nine months of 2015, pursuant to such terms, 155 shares of the Series C Preferred Stock were converted at the option of the respective holders into 3,767 shares of the Company's common stock. In 2014, 10 shares of the Series C Preferred Stock were converted at the option of the respective holders into 244 shares of the Company's common stock. On and after April 15, 2017, the Company will have the right under certain circumstances to cause the Series C Preferred Stock to be converted into common stock if the closing price of the Company’s common stock exceeds a certain amount.

Common Stock Warrant

Pursuant to the U.S. Department of the Treasury’s (the “U.S. Treasury”) Capital Purchase Program, on December 19, 2008, the Company issued to the U.S. Treasury a warrant to exercise 1,643,295 warrant shares of Wintrust common stock at a per share exercise price of $22.82, subject to customary anti-dilution adjustments, and with a term of 10 years. In February 2011, the U.S. Treasury sold all of its interest in the warrant issued to it in a secondary underwritten public offering. During the first nine months of 2015, certain holders of the interest in the warrant exercised 554,065 warrant shares at the exercise price, which resulted in 304,915 shares of common stock issued. At September 30, 2015, all remaining holders of the interest in the warrant are able to exercise 383,352 warrant shares.

Other

In July 2015, the Company issued 388,573 shares of its common stock in the acquisition of CFIS. In January 2015, the Company issued 422,122 shares of its common stock in the acquisition of Delavan.

At the January 2015 Board of Directors meeting, a quarterly cash dividend of $0.11 per share ($0.44 on an annualized basis) was

declared. It was paid on February 19, 2015 to shareholders of record as of February 5, 2015. At the April 2015 Board of Directors meeting, a quarterly cash dividend of $0.11 per share ($0.44 on an annualized basis) was declared. It was paid on May 21, 2015 to shareholders of record as of May 7, 2015. At the July 2015 Board of Directors meeting, a quarterly cash dividend of $0.11 per share ($0.44 on an annualized basis) was declared. It was paid on August 20, 2015 to shareholders of record as of August 6, 2015.

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Accumulated Other Comprehensive Income (Loss)

The following tables summarize the components of other comprehensive income (loss), including the related income tax effects, and the related amount reclassified to net income for the periods presented (in thousands).



	Accumulated Unrealized Gains (Losses) on Securities			Accumulated Unrealized Losses on Derivative Instruments			Accumulated Foreign Currency Translation Adjustments			Total Accumulated Other Comprehensive Loss
Balance at July 1, 2015	$	(26,333	)	$	(2,727	)	$	(32,811	)	$	(61,871	)
Other comprehensive income (loss) during the period, net of tax, before reclassifications	18,995			(287		)	(6,337		)	12,371
Amount reclassified from accumulated other comprehensive income (loss), net of tax	60			347			—			407
Net other comprehensive income (loss) during the period, net of tax	$	19,055		$	60		$	(6,337	)	$	12,778
Balance at September 30, 2015	$	(7,278	)	$	(2,667	)	$	(39,148	)	$	(49,093	)

Balance at January 1, 2015	$	(9,533	)	$	(2,517	)	$	(25,282	)	$	(37,332	)
Other comprehensive income (loss) during the period, net of tax, before reclassifications	2,499			(1,027		)	(13,866		)	(12,394		)
Amount reclassified from accumulated other comprehensive income (loss), net of tax	(244		)	877			—			633
Net other comprehensive income (loss) during the period, net of tax	$	2,255		$	(150	)	$	(13,866	)	$	(11,761	)
Balance at September 30, 2015	$	(7,278	)	$	(2,667	)	$	(39,148	)	$	(49,093	)

Balance at July 1, 2014	$	(24,003	)	$	(2,898	)	$	(7,602	)	$	(34,503	)
Other comprehensive income (loss) during the period, net of tax, before reclassifications	812			252			(9,685		)	(8,621		)
Amount reclassified from accumulated other comprehensive income (loss), net of tax	91			333			—			424
Net other comprehensive income (loss) during the period, net of tax	$	903		$	585		$	(9,685	)	$	(8,197	)
Balance at September 30, 2014	$	(23,100	)	$	(2,313	)	$	(17,287	)	$	(42,700	)

Balance at January 1, 2014	$	(53,665	)	$	(2,462	)	$	(6,909	)	$	(63,036	)
Other comprehensive income (loss) during the period, net of tax, before reclassifications	30,251			(795		)	(10,378		)	19,078
Amount reclassified from accumulated other comprehensive income (loss), net of tax	314			944			—			1,258
Net other comprehensive income (loss) during the period, net of tax	$	30,565		$	149		$	(10,378	)	$	20,336
Balance at September 30, 2014	$	(23,100	)	$	(2,313	)	$	(17,287	)	$	(42,700	)

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	Amount Reclassified from Accumulated Other Comprehensive Income for the
Details Regarding the Component of Accumulated Other Comprehensive Income	Three Months Ended						Nine Months Ended						Impacted Line on the Consolidated Statements of Income
	September 30,						September 30,
	2015			2014			2015			2014
Accumulated unrealized losses on securities
(Losses) gains included in net income	$	(98	)	$	(153	)	$	402		$	(522	)	(Losses) gains on available-for-sale securities, net
	(98		)	(153		)	402			(522		)	Income before taxes
Tax effect	$	38		$	62		$	(158	)	$	208		Income tax expense
Net of tax	$	(60	)	$	(91	)	$	244		$	(314	)	Net income

Accumulated unrealized losses on derivative instruments
Amount reclassified to interest expense on deposits	$	92		$	—		$	92		$	—		Interest on deposits
Amount reclassified to interest expense on junior subordinated debentures	479			553			$	1,350		$	1,567		Interest on junior subordinated debentures
	(571		)	(553		)	(1,442		)	(1,567		)	Income before taxes
Tax effect	$	224		$	220		$	565		$	623		Income tax expense
Net of tax	$	(347	)	$	(333	)	$	(877	)	$	(944	)	Net income

Earnings per Share

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



		Three Months Ended				Nine Months Ended
(In thousands, except per share data)		September 30, 2015		September 30, 2014		September 30, 2015		September 30, 2014
Net income		$	38,355	$	40,224	$	121,238	$	113,265
Less: Preferred stock dividends and discount accretion		4,079		1,581		7,240		4,743
Net income applicable to common shares—Basic	(A)	34,276		38,643		113,998		108,522
Add: Dividends on convertible preferred stock, if dilutive		1,579		1,581		4,740		4,743
Net income applicable to common shares—Diluted	(B)	35,855		40,224		118,738		113,265
Weighted average common shares outstanding	(C)	48,158		46,639		47,658		46,453
Effect of dilutive potential common shares
Common stock equivalents		978		1,166		1,070		1,274
Convertible preferred stock, if dilutive		3,071		3,075		3,071		3,075
Total dilutive potential common shares		4,049		4,241		4,141		4,349
Weighted average common shares and effect of dilutive potential common shares	(D)	52,207		50,880		51,799		50,802
Net income per common share:
Basic	(A/C)	$	0.71	$	0.83	$	2.39	$	2.34
Diluted	(B/D)	$	0.69	$	0.79	$	2.29	$	2.23

Potentially dilutive common shares can result from stock options, restricted stock unit awards, stock warrants, the Company’s convertible preferred stock 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.

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ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition as of September 30, 2015 compared with December 31, 2014 and September 30, 2014, and the results of operations for the three and nine month periods ended September 30, 2015 and 2014, should be read in conjunction with the unaudited consolidated financial statements and notes contained in this report and the risk factors discussed herein and under Item 1A of the Company’s 2014 Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties and, as such, future results could differ significantly from management’s current expectations. See the last section of this discussion for further information on forward-looking statements.

Introduction

Wintrust is a financial holding company that provides traditional community banking services, primarily in the Chicago metropolitan area and southern Wisconsin, and operates other financing businesses on a national basis and in Canada through several non-bank subsidiaries. Additionally, Wintrust offers a full array of wealth management services primarily to customers in the Chicago metropolitan area and southern Wisconsin.

Overview

Third Quarter Highlights

The Company recorded net income of $38.4 million for the third quarter of 2015 compared to $40.2 million in the third quarter of 2014. The results for the third quarter of 2015 demonstrate continued operating strengths including strong loan growth, increased mortgage banking revenues, higher customer interest rate swap fees and stable credit quality metrics. The slight decrease in net income between the third quarter of 2015 compared to the third quarter of 2014 is partially attributable to acquisition related charges in the current quarter and higher salary and employee benefit costs caused by the addition of employees from the various acquisitions and higher staffing levels as the Company grows.

The Company increased its loan portfolio, excluding covered loans and mortgage loans held-for-sale, from $14.1 billion at September 30, 2014 and $14.4 billion at December 31, 2014 to $16.3 billion at September 30, 2015. The increase in the current quarter compared to the prior quarters was primarily a result of the Company’s commercial banking initiative, growth in the commercial real estate and life insurance premium finance receivables portfolios and acquisitions during the period. The Company is focused on making new loans, including in the commercial and commercial real estate sector, where opportunities that meet our underwriting standards exist. For more information regarding changes in the Company’s loan portfolio, see “Financial Condition – Interest Earning Assets” and Note 6 “Loans” of the Financial Statements presented under Item 1 of this report.

Management considers the maintenance of adequate liquidity to be important to the management of risk. During the third quarter of 2015, the Company continued its practice of maintaining appropriate funding capacity to provide the Company with adequate liquidity for its ongoing operations. In this regard, the Company benefited from its strong deposit base, a liquid short-term investment portfolio and its access to funding from a variety of external funding sources including the issuance of Series D preferred stock in the second quarter of 2015. At September 30, 2015, the Company had approximately $951.8 million in overnight liquid funds and interest-bearing deposits with banks.

The Company recorded net interest income of $165.5 million in the third quarter of 2015 compared to $151.7 million in the third quarter of 2014. The higher level of net interest income recorded in the third quarter of 2015 compared to the third quarter of 2014 resulted primarily from a $2.1 billion increase in the balance of average loans, excluding covered loans. The increase in average loans, excluding covered loans, was partially offset by a 17 basis point decline in the yield on earning assets, an increase in interest bearing deposits, an increase in borrowings under the Company's term credit facility at the end of the second quarter of 2015 and the completion of the Canadian secured borrowing transaction at the end of the fourth quarter of 2014.

Non-interest income totaled $65.0 million in the third quarter of 2015, an increase of $7.0 million, or 12%, compared to the third quarter of 2014. The increase in the third quarter of 2015 compared to the third quarter of 2014 was primarily attributable to an increase in mortgage banking revenues, higher fees from covered call options, higher interest rate swap fees, and an increase in service charges on deposits (see “-Non-Interest Income” for further detail).

Non-interest expense totaled $160.0 million in the third quarter of 2015, increasing $21.5 million, or 16%, compared to the third quarter of 2014. The increase compared to the third quarter of 2014 was primarily attributable to acquisition related charges in

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the current quarter, higher salary and employee benefit costs caused by the addition of employees from the various acquisitions, and higher staffing levels as the Company grows as well as higher commissions and incentive compensation, increased equipment and occupancy, data processing and professional fees, and higher marketing expenses, partially offset by a decrease in OREO expenses (see “-Non-Interest Expense” for further detail).

The Current Economic Environment

The economic environment in the third quarter of 2015 was characterized by continued low interest rates and renewed competition as banks have experienced improvements in their financial condition allowing them to be more active in the lending market. The Company has employed certain strategies to manage net income in the current rate environment, including those discussed below.

Net Interest Income

The Company has leveraged its internal loan pipeline and external growth opportunities to grow its earning assets base. The Company has also continued its efforts to shift a greater portion of its deposit base to non-interest bearing deposits. These deposits as a percentage of total deposits were 26% as of September 30, 2015 as compared to 20% as of September 30, 2014. In the current quarter, the Company's net interest margin declined slightly to 3.33% as compared to 3.46% in the third quarter of 2014 primarily as a result of a reduction in loan yields due to pricing pressures, run-off of the covered loan portfolio, an increase in borrowings under the Company's term credit facility at the end of the second quarter of 2015 and the completion of the Canadian secured borrowing transaction at the end of the fourth quarter of 2014. However, as a result of the growth in earnings assets and improvement in funding mix, the Company increased net interest income by $13.9 million in the third quarter of 2015 compared to the third quarter of 2014.

The Company has continued its practice of writing call options against certain U.S. Treasury and Agency securities to economically hedge the securities positions and receive fee income to compensate for net interest margin compression. In the third quarter of 2015, the Company recognized $2.8 million in fees on covered call options.

The Company utilizes “back to back” interest rate derivative transactions, primarily interest rate swaps, to receive floating rate interest payments related to customer loans. In these arrangements, the Company makes a floating rate loan to a borrower who prefers to pay a fixed rate. To accommodate the risk management strategy of certain qualified borrowers, the Company enters a swap with its borrower to effectively convert the borrower's variable rate loan to a fixed rate. However, in order to minimize the Company's exposure on these transactions and continue to receive a floating rate, the Company simultaneously executes an offsetting mirror-image derivative with a third party.

Non-Interest Income

In preparation for a rising rate environment, the Company has purchased interest rate cap contracts to offset the negative impact on the net interest margin in a rising rate environment caused by the repricing of variable rate liabilities and lack of repricing of fixed rate loans and securities. As of September 30, 2015, the Company held four interest rate cap derivatives with a total notional value of $446.5 million which are not designated as accounting hedges but are considered to be an economic hedge for the potential rise in interest rates. Because these are not accounting hedges, fluctuations in the cap values are recorded in earnings. In the third quarter of 2015, the Company recognized $184,000 in trading losses related to the mark to market of these interest rate caps. For more information, see Note 13 "Derivatives" of the Financial Statements presented under Item 1 of this report.

The current interest rate environment impacts the profitability and mix of the Company's mortgage banking business which generated revenues of $27.9 million in the third quarter of 2015 and $26.7 million in the third quarter of 2014, representing 12% of total net revenue for the third quarter of 2015 and 13% for the third quarter of 2014. Mortgage banking revenue is primarily comprised of gains on sales of mortgage loans originated for new home purchases as well as mortgage refinancing. Mortgage banking revenue is partially offset by corresponding commission and overhead costs. In the third quarter of 2015, approximately 72% of originations were mortgages associated with new home purchases while 28% of originations were related to refinancing of mortgages. Assuming the housing market continues to improve and interest rates rise, we expect a higher percentage of originations to be attributed to new home purchases.

Non-Interest Expense

Management believes expense management is important amid the low interest rate environment and increased competition to enhance profitability. Cost control and an efficient infrastructure should position the Company appropriately as it continues its growth strategy. Management continues to be disciplined in its approach to growth and will leverage the Company's existing expense infrastructure to expand its presence in existing and complimentary markets.

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Potentially impacting the cost control strategies discussed above, the Company anticipates increased costs resulting from the changing regulatory environment in which we operate. We have already experienced increases in compliance-related costs and we expect that compliance with the Dodd-Frank Act and its implementing regulations will require us to invest significant additional management attention and resources.

Credit Quality

The Company’s credit quality metrics remained relatively stable in the third quarter of 2015 compared to the quarter ended December 31, 2014 and the quarter ended September 30, 2014. The Company continues to actively address non-performing assets and remains disciplined in its approach to growth without sacrificing asset quality. Management primarily reviews credit quality excluding covered loans as those loans are obtained through FDIC-assisted acquisitions and therefore potential credit losses are subject to indemnification by the FDIC.

In particular:

•

The Company’s provision for credit losses, excluding covered loans, in the third quarter of 2015 totaled $8.7 million, an increase of $2.7 million when compared to the third quarter of 2014. Net charge-offs decreased to $5.7 million in the third quarter of 2015 (which included a $1.7 million net charge-off related to commercial real estate loans) compared to $7.0 million for the same period in 2014 (of which $4.2 million related to commercial real estate loans).

•

The Company’s allowance for loan losses, excluding covered loans, totaled $103.0 million at September 30, 2015, reflecting an increase of $12.0 million, or 13%, when compared to the same period in 2014 and an increase of $11.3 million, or 16% annualized, when compared to December 31, 2014. At September 30, 2015, approximately $44.1 million, or 43%, of the allowance for loan losses, excluding covered loans, was associated with commercial real estate loans and another $34.0 million, or 33%, was associated with commercial loans.

•

The Company has significant exposure to commercial real estate. At September 30, 2015, $5.3 billion, or 33%, of our loan portfolio, excluding covered loans, was commercial real estate, with approximately 87% located in our market area. As of September 30, 2015, the commercial real estate loan portfolio, excluding PCI loans, was comprised of $426.3 million related to land, residential and commercial construction, $790.3 million related to office buildings, $785.8 million related to retail, $636.1 million related to industrial use, $687.7 million related to multi-family and $1.8 billion related to mixed use and other use types. In analyzing the commercial real estate market, the Company does not rely upon the assessment of broad market statistical data, in large part because the Company’s market area is diverse and covers many communities, each of which is impacted differently by economic forces affecting the Company’s general market area. As such, the extent of changes in real estate valuations can vary meaningfully among the different types of commercial and other real estate loans made by the Company. The Company uses its multi-chartered structure and local management knowledge to analyze and manage the local market conditions at each of its banks. As of September 30, 2015, the Company had approximately $28.6 million of non-performing commercial real estate loans representing approximately 0.5% of the total commercial real estate loan portfolio.

•

Total non-performing loans (loans on non-accrual status and loans more than 90 days past due and still accruing interest), excluding covered loans, was $86.0 million (of which $28.6 million, or 33%, was related to commercial real estate) at September 30, 2015, an increase of approximately $7.3 million compared to December 31, 2014 and an increase of $4.9 million compared to September 30, 2014. Non-performing loans increased compared to the prior year quarter primarily due to a single customer relationship totaling $9.3 million being placed in nonaccrual status at quarter-end.

•

The Company’s other real estate owned, excluding covered other real estate owned, increased to $51.9 million during the third quarter of 2015, compared to $45.6 million at December 31, 2014 and $50.4 million at September 30, 2014. The $51.9 million of other real estate owned as of September 30, 2015 was comprised of $3.1 million of residential real estate development property, $36.2 million of commercial real estate property and $12.6 million of residential real estate property.

During the quarter, Management continued its efforts to resolve problem loans through liquidation rather than retention of loans or real estate acquired as collateral through the foreclosure process. For more information regarding these efforts, see “Item 7.

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Management’s Discussion and Analysis of Financial Condition and Results of Operation—Overview and Strategy” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

During the third quarter of 2015, the Company restructured $222,000 of certain loans in TDRs, by providing economic concessions to borrowers to better align the terms of their loans with their current ability to pay. At September 30, 2015, approximately $59.3 million in loans had terms modified in TDRs, with $49.2 million of these TDRs in accruing status (see “-Loan Portfolio and Asset Quality” for further detail).

Trends in Our Three Operating Segments During the Third Quarter

Community Banking

Net interest income. Net interest income for the community banking segment totaled $132.5 million for the third quarter of 2015. Net interest income has increased steadily in recent quarters primarily due to growth in earning assets. The earning asset growth has occurred as a result of the Company's commercial banking initiative as well as franchise expansion through acquisitions.

Funding mix and related costs. Community banking profitability has been bolstered in recent quarters as the Company funded strong loan growth with a more desirable blend of funds. Additionally, non-interest bearing deposits have grown as a result of the Company’s commercial banking initiative and fixed term certificates of deposit have been running off and renewing at lower rates.

Level of non-performing loans and other real estate owned. The Company's credit quality measures have remained stable in recent quarters. The level of non-performing loans and other real estate owned has declined as the Company remains committed to the timely resolution of non-performing assets.

Mortgage banking revenue. Mortgage banking revenue increased in the current quarter as compared to the previous quarter primarily as a result of higher origination volumes as purchase originations were supplemented by increased refinance activity. Management expects new home purchase originations to remain strong as the housing market improves.

For more information regarding our community banking business, please see “Overview and Strategy—Community Banking” under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Specialty Finance

Financing of Commercial Insurance Premiums. First Insurance Funding Corporation ("FIFC") and First Insurance Funding of Canada, Inc. ("FIFC Canada") originated approximately $1.4 billion of commercial insurance premium finance loans in the third quarter of 2015, relatively unchanged as compared to $1.5 billion in the second quarter of 2015 and $1.4 billion in the third quarter of 2014.

Financing of Life Insurance Premiums. FIFC originated approximately $206.9 million in life insurance premium finance loans in the third quarter of 2015 compared to $221.1 million in the second quarter of 2015 and $158.1 million in the third quarter of 2014. The increase in originations in the current quarter compared to the same period of 2014 is primarily a result of increased demand for financed life insurance.

For more information regarding our specialty finance business, please see “Overview and Strategy—Specialty Finance” under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Wealth Management Activities

The wealth management segment recorded stable revenue in the third quarter of 2015 as compared to the second quarter of 2015 and the third quarter of 2014. The wealth management segment declined slightly in the current quarter as wealth management revenue decreased by 2% compared to the second quarter of 2015 and increased 3% as compared to the third quarter of 2014. The increase in revenue in 2015 compared to the prior year period is mostly attributable to continued growth in assets under management due to new customers, as well as market appreciation.

For more information regarding our wealth management business, please see “Overview and Strategy—Wealth Management” under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

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Recent Acquisition Transactions

Acquisition of Community Financial Shares, Inc.

On July 24, 2015, the Company completed its acquisition of Community Financial Shares, Inc ("CFIS"). CFIS was the parent company of Community Bank - Wheaton/Glen Ellyn ("CBWGE"). CBWGE was merged into the Company's wholly-owned subsidiary Wheaton Bank & Trust Company ("Wheaton Bank"). In addition to the banking facilities the Company acquired approximately $159.5 million of loans, and assumed approximately $290.0 million of deposits.

Acquisition of Suburban Illinois Bancorp, Inc.

On July 17, 2015, the Company completed its acquisition of Suburban Illinois Bancorp, Inc. ("Suburban"). Suburban was the parent company of Suburban Bank & Trust Company ("SBT"). SBT was merged into the Company's wholly-owned subsidiary Hinsdale Bank & Trust Company ("Hinsdale Bank"). In addition to the banking facilities, the Company acquired approximately $257.8 million of loans, and assumed approximately $416.7 million of deposits.

Acquisition of North Bank

On July 1, 2015, the Company, through its wholly-owned subsidiary Wintrust Bank, completed its acquisition of North Bank. Through this transaction the Company acquired two banking locations in downtown Chicago. In addition to the banking facilities, the Company acquired approximately $51.6 million of loans, and assumed approximately $100.3 million of deposits.

Acquisition of Delavan Bancshares, Inc.

On January 16, 2015 the Company completed its acquisition of Delavan. Delavan was the parent company of Community Bank CBD. Community Bank CBD was merged into the Company's wholly-owned subsidiary Town Bank. In addition to the banking facilities, the Company acquired approximately $128 million of loans and assumed approximately $170 million of deposits.

Acquisition of bank facilities and certain related deposits of Talmer Bank & Trust

On August 8, 2014, the Company, through its subsidiary Town Bank, completed its acquisition of certain branch offices and deposits of Talmer Bank & Trust. Through this transaction, Town Bank acquired 11 branch offices and approximately $355 million in deposits.

Acquisition of a bank facility and certain related deposits of THE National Bank

On July 11, 2014, the Company, through its 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 $75 million in loans and approximately $36 million in deposits.

Acquisition of a bank facility and certain related deposits of Urban Partnership Bank

On May 16, 2014, the Company, through its subsidiary Hinsdale Bank, completed its acquisition of the Stone Park branch office and certain related deposits of Urban Partnership Bank.

Acquisition of two affiliated Canadian insurance premium funding and payment services companies

On April 28, 2014, the Company, through its subsidiary, FIFC Canada, completed its acquisition 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.

Acquisition of a bank facility and certain assets and liabilities of Baytree National Bank &Trust Company

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.

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Other Completed Transactions

Preferred Stock Issuance

Subordinated Notes Issuance

On June 13, 2014, the Company announced the closing of its public offering of $140.0 million aggregate principal amount of its 5.00% Subordinated Notes due 2024. The Company received proceeds prior to expenses of approximately $139.1 million from the offering, after deducting underwriting discounts and commissions, which are intended to be used for general corporate purposes.

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RESULTS OF OPERATIONS

Earnings Summary

The Company’s key operating measures for the three and nine months ended September 30, 2015, as compared to the same period last year, are shown below:



	Three months ended
(Dollars in thousands, except per share data)	September 30, 2015			September 30, 2014			Percentage (%) or Basis Point (bp) Change
Net income	$	38,355		$	40,244		(5	)%
Net income per common share—Diluted	0.69			0.79			(13	)
Net revenue ⁽¹⁾	230,493			209,622			10
Net interest income	165,540			151,670			9
Net interest margin ⁽²⁾	3.33		%	3.46		%	(13) bp
Net overhead ratio ⁽²⁾ ⁽³⁾	1.74			1.67			7
Efficiency ratio ^{(2) (4)}	69.02			65.76			326
Return on average assets	0.70			0.83			(13	)
Return on average common equity	6.60			8.09			(149	)
Return on average tangible common equity	8.88			10.59			(171	)



	Nine months ended
(Dollars in thousands, except per share data)	September 30, 2015			September 30, 2014			Percentage (%) or Basis Point (bp) Change
Net income	$	121,238		$	113,265		7	%
Net income per common share—Diluted	2.29			2.23			3
Net revenue ⁽¹⁾	680,830			602,439			13
Net interest income	474,323			444,856			7
Net interest margin ⁽²⁾	3.39		%	3.56		%	(17) bp
Net overhead ratio ⁽²⁾ ⁽³⁾	1.66			1.78			(12	)
Efficiency ratio ^{(2) (4)}	67.50			66.65			85
Return on average assets	0.79			0.82			(3	)
Return on average common equity	7.53			7.86			(33	)
Return on average tangible common equity	9.90			10.25			(35	)
At end of period
Total assets	$	22,043,930		$	19,169,345		15	%
Total loans, excluding loans held-for-sale, excluding covered loans	16,316,211			14,052,059			16
Total loans, including loans held-for-sale, excluding covered loans	16,663,216			14,415,362			16
Total deposits	18,228,469			16,065,246			13
Total shareholders’ equity	2,335,736			2,028,508			15
Tangible common equity ratio (TCE) ⁽²⁾	7.4		%	7.9		%	(50) bp
Tangible common equity ratio, assuming full conversion of preferred stock ⁽²⁾	8.0		%	8.6		%	(60	)
Book value per common share ⁽²⁾	$	43.12		$	40.74		6	%
Tangible common book value per share ⁽²⁾	32.83			31.60			4
Market price per common share	53.43			44.67			20
Excluding covered loans:
Allowance for credit losses to total loans ⁽⁵⁾	0.64		%	0.65		%	(1) bp
Non-performing loans to total loans	0.53		%	0.58		%	(5) bp


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


(2)	See following section titled, “Supplementary 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 revenues (less securities gains or losses). A lower ratio indicates more efficient revenue generation.


(5)	The allowance for credit losses includes both the allowance for loan losses and the allowance for lending-related commitments.

Certain returns, yields, performance ratios, and quarterly growth rates are “annualized” in this presentation and throughout this report 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, balance sheet growth rates are most often expressed in terms of an annual rate. As such, 5% growth during a quarter would represent an annualized growth rate of 20%.

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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. In addition, certain operating measures and ratios are adjusted for acquisition related charges. These operating measures and ratios include operating net income, the efficiency ratio, the net overhead ratio, return on average assets, return on average common equity, return on average tangible common equity and net income per diluted common share. 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. Management considers operating net income, which is reported net income excluding acquisition related charges, as a useful measure of operating performance. Acquisition related charges are specific costs incurred by the Company as a result of an acquisition that are not expected to continue in subsequent periods. The Company excludes acquisition related charges from reported net income as well as certain operating measures and ratios noted above to provide better comparability between periods.

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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 is shown below:



	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
(Dollars and shares in thousands)	2015			2014			2015			2014
Calculation of Net Interest Margin and Efficiency Ratio
(A) Interest Income (GAAP)	$	185,379		$	170,676		$	530,977		$	498,552
Taxable-equivalent adjustment:
- Loans	346			315			1,001			827
- Liquidity Management Assets	841			502			2,355			1,445
- Other Earning Assets	10			11			44			17
Interest Income - FTE	$	186,576		$	171,504		$	534,377		$	500,841
(B) Interest Expense (GAAP)	19,839			19,006			56,654			53,696
Net interest income - FTE	$	166,737		$	152,498		$	477,723		$	447,145
(C) Net Interest Income (GAAP) (A minus B)	$	165,540		$	151,670		$	474,323		$	444,856
(D) Net interest margin (GAAP)	3.31		%	3.45		%	3.36		%	3.54		%
Net interest margin - FTE	3.33		%	3.46		%	3.39		%	3.56		%
(E) Efficiency ratio (GAAP)	69.38		%	66.02		%	67.84		%	66.90		%
Efficiency ratio - FTE	69.02		%	65.76		%	67.50		%	66.65		%
Efficiency ratio - Adjusted for acquisition related charges	66.67		%	65.76		%	66.43		%	66.65		%
(F) Net Overhead Ratio (GAAP)	1.74		%	1.67		%	1.66		%	1.78		%
Net Overhead Ratio - Adjusted for acquisition related charges	1.63		%	1.67		%	1.61		%	1.78		%
Calculation of Tangible Common Equity ratio (at period end)
Total shareholders’ equity	$	2,335,736		$	2,028,508
(G) Less: Convertible preferred stock	(126,312		)	(126,467		)
Less: Non-convertible preferred stock	(125,000		)	—
Less: Intangible assets	(497,699		)	(426,588		)
(H) Total tangible common shareholders’ equity	$	1,586,725		$	1,475,453
Total assets	$	22,043,930		$	19,169,345
Less: Intangible assets	(497,699		)	(426,588		)
(I) Total tangible assets	$	21,546,231		$	18,742,757
Tangible common equity ratio (H/I)	7.4		%	7.9		%
Tangible common equity ratio, assuming full conversion of convertible preferred stock ((H-G)/I)	8.0		%	8.6		%
Calculation of book value per share
Total shareholders’ equity	$	2,335,736		$	2,028,508
Less: Preferred stock	(251,312		)	(126,467		)
(J) Total common equity	$	2,084,424		$	1,902,041
(K) Actual common shares outstanding	48,337			46,691
Book value per common share (J/K)	$	43.12		$	40.74
Tangible common book value per share (H/K)	$	32.83		$	31.60

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	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
(Dollars and shares in thousands)	2015			2014			2015			2014
Calculation of return on average assets
(L) Net income	$	38,355		$	40,224		$	121,238		$	113,265
Add: Acquisition related charges, net of tax	3,445			—			4,575			—
(M) Operating net income	41,800			40,224			125,813			113,265
(N) Total average assets	21,688,450			19,127,346			20,597,383			18,474,609
Return on average assets, annualized (L/N)	0.70		%	0.83		%	0.79		%	0.82		%
Return on average assets, adjusted for acquisition related charges, annualized (M/N)	0.76		%	0.83		%	0.82		%	0.82		%
Calculation of return on average common equity
(O) Net income applicable to common shares	34,276			38,643			113,998			108,522
(P) Add: Acquisition related charges, net of tax	3,445			—			4,575			—
(Q) Add: After-tax intangible asset amortization	833			739			2,046			2,159
(R) Tangible operating net income applicable to common shares	38,554			39,382			120,619			110,681
Total average shareholders' equity	2,310,511			2,020,903			2,194,384			1,972,425
Less: Average preferred stock	(251,312		)	(126,467		)	(171,238		)	(126,472		)
(S) Total average common shareholders' equity	2,059,199			1,894,436			2,023,146			1,845,953
Less: Average intangible assets	(490,583		)	(419,125		)	(455,787		)	(402,848		)
(T) Total average tangible common shareholders’ equity	1,568,616			1,475,311			1,567,359			1,443,105
Return on average common equity, annualized (O/S)	6.60		%	8.09		%	7.53		%	7.86		%
Return on average common equity, adjusted for acquisition related charges, annualized ((O+P)/S)	7.26		%	8.09		%	7.82		%	7.86		%
Return on average tangible common equity, annualized ((O+Q)/T)	8.88		%	10.59		%	9.90		%	10.25		%
Return on average tangible common equity, adjusted for acquisition related charges, annualized (R/T)	9.73		%	10.59		%	10.26		%	10.25		%
Calculation of net income per common share - diluted
(U) Net income applicable to common shares - Diluted	35,855			40,224			118,738			113,265
Add: Acquisition related charges, net of tax	3,445			—			4,575			—
(V) Net income applicable to common shares - Diluted, adjusted for acquisition related charges	39,300			40,224			123,313			113,265
Weighted average common shares and effect of dilutive potential common shares (W)	52,207			50,880			51,799			50,802
Net income per common share - Diluted (U/W)	0.69			0.79			2.29			2.23
Net income per common share - Diluted, adjusted for acquisition related charges (V/W)	0.75			0.79			2.38			2.23

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Critical Accounting Policies

The Company’s Consolidated Financial Statements are prepared in accordance with GAAP in the United States and prevailing practices of the banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. Certain policies and accounting principles inherently have a greater reliance on the use of estimates, assumptions and judgments, and as such have a greater possibility that changes in those estimates and assumptions could produce financial results that are materially different than originally reported. Estimates, assumptions and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event, are based on information available as of the date of the financial statements; accordingly, as information changes, the financial statements could reflect different estimates and assumptions. Management views critical accounting policies to be those which are highly dependent on subjective or complex judgments, estimates and assumptions, and where changes in those estimates and assumptions could have a significant impact on the financial statements. Management currently views critical accounting policies to include the determination of the allowance for loan losses, allowance for covered loan losses and the allowance for losses on lending-related commitments, loans acquired with evidence of credit quality deterioration since origination, estimations of fair value, the valuations required for impairment testing of goodwill, the valuation and accounting for derivative instruments and income taxes as the accounting areas that require the most subjective and complex judgments, and as such could be most subject to revision as new information becomes available. For a more detailed discussion on these critical accounting policies, see “Summary of Critical Accounting Policies” beginning on page 50 of the Company’s 2014 Form 10-K.

Net Income

Net income for the quarter ended September 30, 2015 totaled $38.4 million, an decrease of $1.9 million, or 5%, compared to the third quarter of 2014. On a per share basis, net income for the third quarter of 2015 totaled $0.69 per diluted common share compared to $0.79 in the third quarter of 2014.

The most significant factors impacting net income for the third quarter of 2015 as compared to the same period in the prior year include an increase in net interest income as a result of growth in earning assets, higher mortgage banking revenue due to a favorable mortgage banking environment, higher fees from covered call options and service charges on deposit accounts, and higher customer interest rate swap fees. These improvements were offset by an increase in non-interest expense attributable to acquisition related charges in the current quarter, higher salary and employee benefit costs caused by the addition of employees from the various acquisitions and higher staffing levels as the Company grows as well as higher commissions and incentive compensation, increased equipment and occupancy, data processing and professional fees, and higher marketing expenses.

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Net Interest Income

The primary source of the Company’s revenue is net interest income. Net interest income is the difference between interest income and fees on earnings assets, such as loans and securities, and interest expense on the liabilities to fund those assets, including interest bearing deposits and other borrowings. The amount of net interest income is affected by both changes in the level of interest rates, and the amount and composition of earning assets and interest bearing liabilities. Net interest margin represents tax-equivalent net interest income as a percentage of the average earning assets during the period.

Quarter Ended September 30, 2015 compared to the Quarters Ended June 30, 2015 and September 30, 2014

The following table presents a summary of the Company’s net interest income and related net interest margin, calculated on a fully taxable equivalent basis, for the third quarter of 2015 as compared to the second quarter of 2015 (sequential quarters) and third quarter of 2014 (linked quarters):



	Average Balance for three months ended,									Interest for three months ended,						Yield/Rate for three months ended,
(Dollars in thousands)	September 30, 2015			June 30, 2015			September 30, 2014			September 30, 2015		June 30, 2015		September 30, 2014		September 30, 2015		June 30, 2015		September 30, 2014
Liquidity management assets^(1)(2)(7)	$	3,140,782		$	2,709,176		$	2,814,720		$	18,165	$	15,949	$	14,423	2.29	%	2.36	%	2.03	%
Other earning assets^(2)(3)(7)	30,990			32,115			28,702			234		283		232		3.00		3.54		3.21
Loans, net of unearned income^(2)(4)(7)	16,509,001			15,632,875			14,359,467			165,572		156,970		151,540		3.98		4.03		4.19
Covered loans	174,768			202,663			262,310			2,605		3,181		5,309		5.91		6.30		8.03
Total earning assets⁽⁷⁾	$	19,855,541		$	18,576,829		$	17,465,199		$	186,576	$	176,383	$	171,504	3.73	%	3.81	%	3.90	%
Allowance for loan and covered loan losses	(106,091		)	(101,211		)	(96,463		)
Cash and due from banks	251,289			236,242			237,402
Other assets	1,687,711			1,545,136			1,521,208
Total assets	$	21,688,450		$	20,256,996		$	19,127,346

Interest-bearing deposits	$	13,489,651		$	13,115,453		$	12,695,780		$	12,436	$	11,996	$	12,298	0.37	%	0.37	%	0.38	%
Federal Home Loan Bank advances	402,646			347,656			380,083			2,458		1,812		2,641		2.42		2.09		2.76
Other borrowings	272,782			193,660			54,653			1,045		787		200		1.52		1.63		1.45
Subordinated notes	140,000			140,000			140,000			1,776		1,777		1,776		5.08		5.07		5.07
Junior subordinated notes	264,974			249,493			249,493			2,124		1,977		2,091		3.14		3.13		3.28
Total interest-bearing liabilities	$	14,570,053		$	14,046,262		$	13,520,009		$	19,839	$	18,349	$	19,006	0.54	%	0.52	%	0.56	%
Non-interest bearing deposits	4,473,632			3,725,728			3,233,937
Other liabilities	334,254			328,878			352,497
Equity	2,310,511			2,156,128			2,020,903
Total liabilities and shareholders’ equity	$	21,688,450		$	20,256,996		$	19,127,346
Interest rate spread⁽⁵⁾⁽⁷⁾																3.19	%	3.29	%	3.34	%
Net free funds/contribution⁽⁶⁾	$	5,285,488		$	4,530,567		$	3,945,190								0.14	%	0.12	%	0.12	%
Net interest income/ margin⁽⁷⁾										$	166,737	$	158,034	$	152,498	3.33	%	3.41	%	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 three months ended September 30, 2015, June 30, 2015 and September 30, 2014 were $1.2 million, $1.1 million and $828,000, 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.

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Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

The following table presents a summary of the Company's net interest income and related net interest margin, calculated on a fully

taxable equivalent basis, for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014 :



	Average Balance for nine months ended,						Interest for nine months ended,				Yield/Rate for nine months ended,
(Dollars in thousands)	September 30, 2015			September 30, 2014			September 30, 2015		September 30, 2014		September 30, 2015		September 30, 2014
Liquidity management assets^(1)(2)(7)	$	2,907,284		$	2,690,422		$	50,328	$	43,805	2.31	%	2.18	%
Other earning assets^(2)(3)(7)	30,286			28,363			718		661		3.17		3.12
Loans, net of unearned income^(2)(4)(7)	15,730,009			13,786,669			473,857		437,030		4.03		4.24
Covered loans	197,069			293,349			9,474		19,345		6.43		8.82
Total earning assets⁽⁷⁾	$	18,864,648		$	16,798,803		$	534,377	$	500,841	3.79	%	3.99	%
Allowance for loan and covered loan losses	(101,440		)	(101,624		)
Cash and due from banks	245,745			231,199
Other assets	1,588,430			1,546,231
Total assets	$	20,597,383		$	18,474,609

Interest-bearing deposits	$	13,158,498		$	12,369,241		$	36,246	$	35,980	0.37	%	0.39	%
Federal Home Loan Bank advances	369,443			405,246			6,426		7,989		2.33		2.64
Other borrowings	220,763			148,549			2,620		1,460		1.59		1.31
Subordinated notes	140,000			56,410			5,328		2,130		5.07		5.03
Junior subordinated notes	254,710			249,493			6,034		6,137		3.12		3.24
Total interest-bearing liabilities	$	14,143,414		$	13,228,939		$	56,654	$	53,696	0.53	%	0.54	%
Non-interest bearing deposits	3,931,194			2,948,961
Other liabilities	328,391			324,284
Equity	2,194,384			1,972,425
Total liabilities and shareholders’ equity	$	20,597,383		$	18,474,609
Interest rate spread⁽⁵⁾⁽⁷⁾											3.26	%	3.45	%
Net free funds/contribution⁽⁶⁾	$	4,721,234		$	3,569,864						0.13	%	0.11	%
Net interest income/ margin⁽⁷⁾							$	477,723	$	447,145	3.39	%	3.56	%


(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 nine months ended September 30, 2015 and September 30, 2014 were $3.4 million and $2.3 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.

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Analysis of Changes in Tax-equivalent Net Interest Income

The following table presents an analysis of the changes in the Company’s tax-equivalent net interest income comparing the three month periods ended September 30, 2015 to June 30, 2015 and September 30, 2014, and the nine month periods ended September 30, 2015 and September 30, 2014. The reconciliations set forth the changes in the tax-equivalent net interest income as a result of changes in volumes, changes in rates and differing number of days in each period:



	Third Quarter of 2015 Compared to Second Quarter of 2015			Third Quarter of 2015 Compared to Third Quarter of 2014			First Nine Months of 2015 Compared to First Nine Months of 2014
(Dollars in thousands)	Third Quarter of 2015 Compared to Second Quarter of 2015			Third Quarter of 2015 Compared to Third Quarter of 2014
Tax-equivalent net interest income for comparative period	$	158,034		$	152,498		$	447,145
Change due to mix and growth of earning assets and interest-bearing liabilities (volume)	9,654			19,770			52,920
Change due to interest rate fluctuations (rate)	(2,669		)	(5,531		)	(22,342		)
Change due to number of days in each period	1,718			—			—
Tax-equivalent net interest income for the period ended September 30, 2015	$	166,737		$	166,737		$	477,723

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Non-interest Income

For the third quarter of 2015, non-interest income totaled $65.0 million, an increase of $7.0 million, or 12%, compared to the third quarter of 2014. On a year-to-date basis, non-interest income for the first nine months of 2015 totaled $206.5 million and increased $48.9 million compared to the same period in 2014. The increases in both periods are mostly due to increases in mortgage banking revenue, fees from covered call options, service charges on deposit accounts and customer interest rate swap fees.

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



	Three Months Ended						$			%
(Dollars in thousands)	September 30, 2015			September 30, 2014			Change			Change
Brokerage	$	6,579		$	7,185		$	(606	)	(8	)%
Trust and asset management	11,664			10,474			1,190			11
Total wealth management	18,243			17,659			584			3
Mortgage banking	27,887			26,691			1,196			4
Service charges on deposit accounts	7,403			6,084			1,319			22
Losses on available-for-sale securities, net	(98		)	(153		)	55			(36	)
Fees from covered call options	2,810			2,107			703			33
Trading (losses) gains, net	(135		)	293			(428		)	NM
Other:
Interest rate swap fees	2,606			1,207			1,399			NM
BOLI	212			652			(440		)	(67	)
Administrative services	1,072			990			82			8
Miscellaneous	4,953			2,422			2,531			NM
Total Other	8,843			5,271			3,572			68
Total Non-Interest Income	$	64,953		$	57,952		$	7,001		12	%



	Nine Months Ended						$			%
(Dollars in thousands)	September 30, 2015			September 30, 2014			Change			Change
Brokerage	$	20,181		$	22,546		$	(2,365	)	(10	)%
Trust and asset management	34,638			30,148			4,490			15
Total wealth management	54,819			52,694			2,125			4
Mortgage banking	91,694			66,923			24,771			37
Service charges on deposit accounts	20,174			17,118			3,056			18
Gains (losses) on available-for-sale securities, net	402			(522		)	924			NM
Fees from covered call options	11,735			4,893			6,842			NM
Trading losses, net	(452		)	(1,102		)	650			(59	)
Other:
Interest rate swap fees	7,144			3,350			3,794			NM
BOLI	3,158			2,039			1,119			55
Administrative services	3,151			2,786			365			13
Miscellaneous	14,682			9,404			5,278			56
Total Other	28,135			17,579			10,556			60
Total Non-Interest Income	$	206,507		$	157,583		$	48,924		31	%

NM - Not Meaningful

The significant changes in non-interest income for the three and nine month periods ended September 30, 2015 compared to the three and nine month periods ended September 30, 2014 are discussed below.

Wealth management revenue totaled $18.2 million in the third quarter of 2015 compared to $17.7 million in the third quarter of 2014, an increase of 3%. On a year-to-date basis, wealth management revenues totaled $54.8 million for the first nine months of 2015, compared to $52.7 million for the first nine months of 2014. The increase in the current year periods is primarily attributable

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to growth in assets under management from new customers. 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 September 30, 2015, mortgage banking revenue totaled $27.9 million, an increase of $1.2 million, or 4% when compared to the third quarter of 2014. For the nine months ended September 30, 2015, mortgage banking revenue totaled $91.7 million compared to $66.9 million for the nine months ended September 30, 2014. The increase in mortgage banking revenue in the three and nine months ended September, 30 2015 as compared to the prior year periods resulted primarily from higher origination volumes as a result of a favorable mortgage banking environment in the current periods. Mortgage loans originated and purchased to be sold to the secondary market were $973.7 million in the third quarter of 2015 as compared to $904.8 million in the third quarter of 2014. On a year-to-date basis, mortgage loan originations were $3.1 billion for the nine months ended September 30, 2015 compared to $2.3 billion for the same period of the prior year. Mortgage banking revenue is comprised of revenue from activities related to originating, selling and servicing residential real estate loans for the secondary market, including gains or losses from the sale of mortgage loans originated, origination fees, underwriting fees and other fees associated with the origination of loans. Mortgage revenue is also impacted by changes in the fair value of MSRs as the Company does not hedge this change in fair value. The Company typically originates mortgage loans held-for-sale with associated MSRs either retained or released. The Company records MSRs at fair value on a recurring basis.

The Company enters into residential mortgage loan sale agreements with investors in the normal course of business. These agreements usually require certain representations concerning credit information, loan documentation, collateral and insurability. Investors have requested the Company to indemnify them against losses on certain loans or to repurchase loans which the investors believe do not comply with applicable representations. Management maintains a liability for estimated losses on loans expected to be repurchased or on which indemnification is expected to be provided and regularly evaluates the adequacy of this recourse liability based on trends in repurchase and indemnification requests, actual loss experience, known and inherent risks in the loans, and current economic conditions. The liability for estimated losses on repurchase and indemnification claims for residential mortgage loans previously sold to investors was $3.7 million and $2.9 million at September 30, 2015 and 2014, respectively, and was included in other liabilities on the Consolidated Statements of Condition.

Service charges on deposit accounts totaled $7.4 million in the third quarter of 2015, an increase of $1.3 million compared to the quarter ended September 30, 2014. On a year-to-date basis, service charges on deposit accounts totaled $20.2 million for the nine months ended September 30, 2015 as compared to $17.1 million for the same period of the prior year. The increase in current year periods 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 and recent acquisitions.

Fees from covered call option transactions totaled $2.8 million for the third quarter 2015, compared to $2.1 million for the third quarter of 2014. On a year-to-date basis, fees from covered call option transactions totaled $11.7 million for the nine months ended September 30, 2015, compared to $4.9 million for the same period of the prior year. The Company has typically written call options with terms of less than three months against certain U.S. Treasury and agency securities held in its portfolio for liquidity and other purposes. Management has effectively entered into these transactions with the goal of economically hedging security positions and enhancing its overall return on its investment portfolio by using fees generated from these options to compensate for net interest margin compression. These option transactions are designed to mitigate overall interest rate risk but do not qualify as hedges pursuant to accounting guidance. Fees from covered call options increased in the current quarter primarily as a result of selling call options against a larger value of underlying securities resulting in higher premiums received by the Company. There were no outstanding call option contracts at September 30, 2015 and September 30, 2014.

The Company recognized $135,000 of trading losses in the third quarter of 2015 compared to trading gains of $293,000 in the third quarter of 2014. On a year-to-date basis, the Company recognized $452,000 of trading losses for the nine months ended September 30, 2015 compared to $1.1 million of trading losses for the nine months ended September 30, 2014. 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 $8.8 million in the third quarter of 2015 compared to $5.3 million in the third quarter of 2014. On a year-to-date basis, other non-interest income totaled $28.1 million for the first nine months of 2015 as compared to $17.6 million in the same period of the prior year. The increases in current year periods are primarily due to an increase in swap fee revenues resulting from interest rate hedging transactions related to both customer-based trades and the related matched trades with inter-bank dealer counterparties as well as a $1.0 million and $1.4 million increase in net gains on partnership investments

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in the three and nine months ended September 30, 2015, respectively, and the recognition of a $1.5 million BOLI death benefit in the second quarter of 2015.

Non-interest Expense

Non-interest expense for the third quarter of 2015 totaled $160.0 million and increased approximately $21.5 million, or 16%, compared to the third quarter of 2014. The increase compared to the third quarter of 2014 was primarily attributable to acquisition related charges in the current quarter, higher salary and employee benefit costs and increased equipment, occupancy, data processing, marketing and professional fees, partially offset by a decrease in OREO expenses. On a year-to-date basis, non-interest expense for the first nine months of 2015 totaled $461.6 million and increased $58.2 million, or 14%, compared to the same period in 2014. The increase compared to the first nine months of 2014 was primarily attributable to acquisition related charges in the current year, higher salary and employee benefit costs and increased equipment, occupancy, data processing, marketing and professional fees.

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



	Three months ended					$ Change			% Change
(Dollars in thousands)	September 30, 2015			September 30, 2014		$ Change			% Change
Salaries and employee benefits:
Salaries	$	53,028		$	45,471	$	7,557		17	%
Commissions and incentive compensation	30,035			27,885		2,150			8
Benefits	14,686			12,620		2,066			16
Total salaries and employee benefits	97,749			85,976		11,773			14
Equipment	8,887			7,570		1,317			17
Occupancy, net	12,066			10,446		1,620			16
Data processing	8,127			4,765		3,362			71
Advertising and marketing	6,237			3,528		2,709			77
Professional fees	4,100			4,035		65			2
Amortization of other intangible assets	1,350			1,202		148			12
FDIC insurance	3,035			3,211		(176		)	(5	)
OREO (income) expense, net	(367		)	581		(948		)	NM
Other:
Commissions—3rd party brokers	1,364			1,621		(257		)	(16	)
Postage	1,927			1,427		500			35
Miscellaneous	15,499			14,138		1,361			10
Total other	18,790			17,186		1,604			9
Total Non-Interest Expense	$	159,974		$	138,500	$	21,474		16	%

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	Nine months ended				$ Change			% Change
(Dollars in thousands)	September 30, 2015		September 30, 2014		$ Change			% Change
Salaries and employee benefits:
Salaries	$	146,493	$	132,556	$	13,937		11	%
Commissions and incentive compensation	88,916		74,816		14,100			19
Benefits	46,891		40,501		6,390			16
Total salaries and employee benefits	282,300		247,873		34,427			14
Equipment	24,637		22,196		2,441			11
Occupancy, net	35,818		31,289		4,529			14
Data processing	19,656		14,023		5,633			40
Advertising and marketing	16,550		9,902		6,648			67
Professional fees	13,838		11,535		2,303			20
Amortization of other intangible assets	3,297		3,521		(224		)	(6	)
FDIC insurance	9,069		9,358		(289		)	(3	)
OREO expense, net	1,885		7,047		(5,162		)	(73	)
Other:
Commissions—3rd party brokers	4,153		4,911		(758		)	(15	)
Postage	5,138		4,321		817			19
Miscellaneous	45,248		37,430		7,818			21
Total other	54,539		46,662		7,877			17
Total Non-Interest Expense	$	461,589	$	403,406	$	58,183		14	%

The significant changes in non-interest expense for the three and nine months ended September 30, 2015 compared to the period ended September 30, 2014 are discussed below.

Salaries and employee benefits expense increased $11.8 million, or 14%, in the third quarter of 2015 compared to the third quarter of 2014 primarily as a result of $1.7 million in acquisition related charges as well as a $6.2 million increase in salaries as a result of various acquisitions and additional staffing as the Company grows, a $1.9 million increase in commissions and incentive compensation primarily attributable to higher expenses on variable pay based arrangements and a $2.0 million increase in employee benefits from higher insurance costs. On a year-to-date basis, salaries and employee benefits expense increased $34.4 million, or 14%, in the first nine months of 2015 compared to the first nine months on 2014 primarily as a result of $1.7 million in acquisition related charges as well as a $13.8 million increase in commissions and incentive compensation related to higher expenses on variable pay based arrangements, a $12.6 million increase in salaries as a result of various acquisitions and additional staffing as the Company grows and a $6.3 million increase in employee benefits resulting from higher insurance costs and adjustments to pension liabilities.

Equipment expense totaled $8.9 million for the third quarter of 2015, an increase of $1.3 million compared to the third quarter of 2014. On a year-to-date basis, equipment expense totaled $24.6 million for the first nine months of 2015 as compared to $22.2 million for the first nine months of 2014. The increase in the current year periods is primarily related to the impact of recent acquisitions and increased software license fees and higher depreciation as a result of equipment purchases. Equipment expense includes depreciation on equipment, maintenance and repairs, equipment rental and software fees.

Occupancy expense for the third quarter of 2015 was $12.1 million, an increase of $1.6 million, or 16%, compared to the same period in 2014. On a year-to-date basis, occupancy expense totaled $35.8 million for the first nine months of 2015, as compared to $31.3 million for the first nine months of 2014. The increase in the current year periods is primarily the result of increased rent expense on leased properties as well as increased depreciation and property taxes on owned locations including those obtained in the Company's recent acquisitions. Occupancy expense includes depreciation on premises, real estate taxes, utilities and maintenance of premises, as well as net rent expense for leased premises.

Advertising and marketing expenses for the third quarter of 2015 were $6.2 million, as compared to $3.5 million for the third quarter of 2014. On a year-to-date basis, advertising and marketing expenses totaled $16.6 million for the first nine months of 2015, as compared to $9.9 million for the first nine months of 2014. The increase in the current year periods relates primarily to expenses for community-related advertisements and sponsorships. Marketing costs are incurred to promote the Company's brand, commercial banking capabilities, the Company's various products, to attract loans and deposits and to announce new branch openings as well as the expansion of the Company's non-bank businesses. The level of marketing expenditures depends on the type of marketing programs utilized which are determined based on the market area, targeted audience, competition and various other factors.

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Professional fees for the third quarter of 2015 were $4.1 million, as compared to $4.0 million for the third quarter of 2014. On a year-to-date basis, professional fees for the first nine months of 2015 were $13.8 million, as compared to $11.5 million for the first nine months of 2014. The increase in the current year periods as compared to the same periods in 2014 relates primarily to increased legal fees, incurred in connection with acquisitions, and consulting fees. Professional fees include legal, audit and tax fees, external loan review costs and normal regulatory exam assessments.

OREO income totaled $367,000 in the third quarter of 2015 compared to OREO expenses totaling $581,000 recorded in the third quarter of 2014. The decrease in the third quarter of 2015 compared to the same period in 2014 is primarily due to higher gains recorded on non-covered OREO sales in the current quarter and lower expenses to maintain OREO properties. On a year-to-date basis, OREO expenses totaled $1.9 million for the first nine months of 2015 as compared to $7.0 million for the same period in 2014. The decrease in the first nine months of 2015 is primarily the result of fewer negative valuation adjustments of OREO properties and lower expenses to maintain OREO properties. OREO costs include all costs related to obtaining, maintaining and selling other real estate owned properties.

Miscellaneous other expenses in the third quarter of 2015 increased $1.6 million or 9%, as compared to the quarter ended September 30, 2014. The increase in the current quarter as compared to the prior year quarter is primarily a result of higher travel and entertainment expenses and increased costs related to insurance and donations. On a year-to-date basis, miscellaneous expense increased $7.9 million compared to the same period in 2014. The increase in the current year period compared to the same period in 2014 is due to increased travel and entertainment expenses and increased costs related to postage, insurance, donations and operating losses. Miscellaneous expense includes ATM expenses, correspondent bank charges, directors' fees, telephone, travel and entertainment, corporate insurance, dues and subscriptions, problem loan expenses, operating losses and lending origination costs that are not deferred.

Acquisition related charges, which are specific costs incurred by the Company as a result of an acquisition that are not expected to continue in subsequent periods, totaled $5.7 million and $7.5 million during the three months and nine months ending September 30, 2015, respectively. The table below presents the detail of these acquisition related charges for the respective periods.



	Three Months Ended			Nine Months Ended,
	September 30,			September 30,
	2015			2015
Acquisition Related Charges
Salaries and employee benefits:
Salaries	$	1,355		$	1,367
Commissions and incentive compensation	264			267
Benefits	107			107
Total salaries and employee benefits	1,726			1,741
Equipment	36			68
Occupancy, net	201			217
Data processing	2,692			3,475
Advertising and marketing	1			6
Professional fees	335			1,320
Other expense	5			30
Other income	(674		)	(674		)
Total Acquisition Related Charges	$	5,670		$	7,531

Income Taxes

The Company recorded income tax expense of $23.8 million for the three months ended September 30, 2015, compared to $25.0 million for same period of 2014. Income tax expense was $74.1 million and $71.4 million for the nine months ended September 30, 2015 and 2014, respectively. The effective tax rates were 38.3% and 38.4% for the third quarters of 2015 and 2014, respectively, and 37.9% and 38.7% for the 2015 and 2014 year-to-date periods, respectively.

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Operating Segment Results

The Company’s operations consist of three primary segments: community banking, specialty finance and wealth management. The Company’s profitability is primarily dependent on the net interest income, provision for credit losses, non-interest income and operating expenses of its community banking segment. For purposes of internal segment profitability, management allocates certain intersegment and parent company balances. Management allocates a portion of revenues to the specialty finance segment related to loans originated by the specialty finance segment and sold to the community banking segment. Similarly, for purposes of analyzing the contribution from the wealth management segment, management allocates a portion of the net interest income earned by the community banking segment on deposit balances of customers of the wealth management segment to the wealth management segment. Finally, expenses incurred at the Wintrust parent company are allocated to each segment based on each segment's risk-weighted assets.

The community banking segment’s net interest income for the quarter ended September 30, 2015 totaled $132.5 million as compared to $122.0 million for the same period in 2014, an increase of $10.5 million, or 9%. On a year-to-date basis, net interest income for the segment increased by $22.2 million from $360.0 million for the first nine months of 2014 to $382.2 million for the first nine months of 2015. The increase in both the three and nine month periods is primarily attributable to growth in earning assets including those acquired in bank acquisitions. The community banking segment’s non-interest income totaled $45.6 million in the third quarter of 2015, an increase of $7.3 million, or 19%, when compared to the third quarter of 2014 total of $38.3 million. On a year-to-date basis, non-interest income totaled $146.7 million for the first nine months of 2015, an increase of $47.8 million, or 48%, compared to $98.9 million in the nine months ended September 30, 2014. The increase in non-interest income in the quarter and year-to-date periods was primarily attributable to higher mortgage banking revenues from higher originations in 2015 as a result of the favorable mortgage environment. The community banking segment’s net income for the quarter ended September 30, 2015 totaled $22.7 million, a decrease of $3.5 million as compared to net income in the third quarter of 2014 of $26.2 million. The decrease in net income compared to the third quarter of 2014 is primarily attributable to acquisition-related charges in the current period. On a year-to-date basis, the community banking segment's net income was $76.8 million for the first nine months of 2015 as compared to $73.4 million for the first nine months of 2014.

The specialty finance segment's net interest income totaled $24.7 million for the quarter ended September 30, 2015, compared to $21.9 million for the same period in 2014, an increase of $2.8 million, or 13%. The specialty finance segment’s non-interest income totaled $8.3 million for the three month periods ending September 30, 2015 and 2014. On a year-to-date basis, net interest income and non-interest income increased by $6.1 million and $614,000, respectively, in the first nine months of 2015 as compared to the first nine months of 2014. The increases in both net interest income and non-interest income in the current year periods are primarily the result of increased loan balances since the prior year periods. Our commercial premium finance operations, life insurance finance operations and accounts receivable finance operations accounted for 67%, 25% and 8%, respectively, of the total revenues of our specialty finance business for the nine month period ending September 30, 2015. The net income of the specialty finance segment for the quarter ended September 30, 2015 totaled $12.5 million as compared to $11.0 million for the quarter ended September 30, 2014. On a year-to-date basis, the net income of the specialty finance segment for the nine months ended September 30, 2015 totaled $34.9 million as compared to $30.3 million for the nine months ended September 30, 2014.

The wealth management segment reported net interest income of $4.4 million for the third quarter of 2015 compared to $3.9 million in the same quarter of 2014. On a year-to-date basis, net interest income totaled $12.8 million for the first nine months of 2015 as compared to $12.0 million for the first nine months of 2014. Net interest income for this segment is primarily comprised of an allocation of the net interest income earned by the community banking segment on non-interest bearing and interest-bearing wealth management customer account balances on deposit at the banks. Wealth management customer account balances on deposit at the banks averaged $892.4 million and $831.0 million in the first nine months of 2015 and 2014, respectively. This segment recorded non-interest income of $18.4 million for the third quarter of 2015, which was relatively flat compared to $18.2 million for the third quarter of 2014. On a year-to-date basis, the wealth management segment's non-interest income totaled $56.1 million during the first nine months of 2015 as compared to $54.4 million in the first nine months of 2014. The increase in non-interest income on a year-to-date basis is primarily attributable to growth in assets under management due to new customers. Distribution of wealth management services through each bank continues to be a focus of the Company as the number of financial advisors in its banks continues to increase. The Company is committed to growing the wealth management segment in order to better service its customers and create a more diversified revenue stream. The wealth management segment’s net income totaled $3.1 million for the third quarter of 2015 and 2014. On a year-to-date basis, wealth management segment's net income totaled $9.5 million for the nine month period ending September 30, 2015 compared to $9.6 million for the same period of 2014.

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Financial Condition

Total assets were $22.0 billion at September 30, 2015, representing an increase of $2.9 billion, or 15%, when compared to September 30, 2014 and an increase of approximately $1.2 billion, or 24% on an annualized basis, when compared to June 30, 2015. Total funding, which includes deposits, all notes and advances, including the junior subordinated debentures, was $19.3 billion at September 30, 2015, $18.2 billion at June 30, 2015, and $16.9 billion at September 30, 2014. See Notes 5, 6, 9, 10 and 11 of the Consolidated Financial Statements presented under Item 1 of this report for additional period-end detail on the Company’s interest-earning assets and funding liabilities.

Interest-Earning Assets

The following table sets forth, by category, the composition of average earning asset balances and the relative percentage of total average earning assets for the periods presented:



	Three Months Ended
	September 30, 2015				June 30, 2015				September 30, 2014
(Dollars in thousands)	Balance		Percent		Balance		Percent		Balance		Percent
Loans:
Commercial	$	4,341,027	22	%	$	4,249,214	23	%	$	3,663,876	21	%
Commercial real estate ⁽¹⁾	5,171,118		26		4,756,767		26		4,416,500		25
Home equity	779,886		4		714,808		4		718,118		4
Residential real estate ⁽¹⁾	952,524		5		929,493		5		815,340		5
Premium finance receivables	5,121,170		26		4,839,482		26		4,579,113		26
Other loans	143,276		1		143,111		1		166,520		1
Total loans, net of unearned income excluding covered loans ⁽²⁾	$	16,509,001	84	%	$	15,632,875	85	%	$	14,359,467	82	%
Covered loans	174,768		1		202,663		1		262,310		2
Total average loans ⁽²⁾	$	16,683,769	85	%	$	15,835,538	86	%	$	14,621,777	84	%
Liquidity management assets ⁽³⁾	$	3,140,782	15	%	$	2,709,176	14	%	2,814,720		16	%
Other earning assets ⁽⁴⁾	30,990		—		32,115		—		28,702		—
Total average earning assets	$	19,855,541	100	%	$	18,576,829	100	%	$	17,465,199	100	%
Total average assets	$	21,688,450			$	20,256,996			$	19,127,346
Total average earning assets to total average assets			92	%			92	%			91	%


(1)	Includes mortgage loans held-for-sale


(2)	Includes loans held-for-sale and non-accrual loans


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


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

Total average earning assets for the third quarter of 2015 increased $2.4 billion, or 14%, to $19.9 billion, compared to the third quarter of 2014, and increased $1.3 billion, or 27% on an annualized basis, compared to the first quarter of 2015. Average earning assets comprised 92% of average total assets at September 30, 2015 and June 30, 2015 and 91% at September 30, 2014.

Average total loans, net of unearned income, totaled $16.7 billion in the third quarter of 2015, increasing $2.1 billion, or 14%, from the third quarter of 2014 and $848.2 million, or 21% on an annualized basis, from the second quarter of 2015. Average commercial loans totaled $4.3 billion in the third quarter of 2015, and increased $677.2 million, or 18%, over the average balance in the same period of 2014, while average commercial real estate loans totaled $5.2 billion in the third quarter of 2015, increasing $754.6 million, or 17%, compared to the third quarter of 2014. Combined, these categories comprised 57% and 55% of the average loan portfolio in the third quarters of 2015 and 2014, respectively. Average balances increased compared to the quarter ended June 30, 2015, with average commercial loans increasing by $91.8 million, or 9% annualized, and average commercial real estate loans increasing by $414.4 million, or 35% annualized. The growth realized in these categories for the third quarter of 2015 as compared to the sequential and prior year periods is primarily attributable to the various bank acquisitions and increased business development efforts.

Home equity loans averaged $779.9 million in the third quarter of 2015, and increased $61.8 million, or 9%, when compared to the average balance in the same period of 2014 and increased $65.1 million, or 36% annualized, when compared to quarter ended June 30, 2015. The increase in the portfolio during the current period is primarily attributable to the various bank acquisitions. The Company has been actively managing its home equity portfolio to ensure that diligent pricing, appraisal and other underwriting activities continue to exist. The Company has not sacrificed asset quality or pricing standards when originating new home equity

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loans. The number of new home equity line of credit commitments originated by us has decreased due to the refinancing of these loans into long-term fixed-rate residential real estate loans and declines in housing valuations that have decreased the amount of equity against which homeowners may borrow.

Residential real estate loans averaged $952.5 million in the third quarter of 2015, and increased $137.2 million, or 17% from the average balance of $815.3 million in same period of 2014. Additionally, compared to the quarter ended June 30, 2015, the average balance increased $23.0 million, or 10% on an annualized basis. This category includes mortgage loans held-for-sale. By selling residential mortgage loans into the secondary market, the Company eliminates the interest-rate risk associated with these loans, as they are predominantly long-term fixed rate loans, and provides a source of non-interest revenue. Average mortgage loans held-for-sale increased when compared to the quarter ended September 30, 2014 as result of higher origination volumes due to an improved mortgage banking environment.

Average premium finance receivables totaled $5.1 billion in the third quarter of 2015, and accounted for 31% of the Company’s average total loans. Premium finance receivables consist of a commercial portfolio and a life portfolio comprising approximately 49% and 51%, respectively, of the average total balance of premium finance receivables for the third quarter of 2015, and 54% and 46%, respectively, for the third quarter of 2014. In the third quarter of 2015, average premium finance receivables increased $542.1 million, or 12%, from the average balance of $4.6 billion at the same period of 2014. Additionally, the average balance increased $281.7 million, or 23% on an annualized basis, from the average balance of $4.8 billion in the quarter ended June 30, 2015. The increase during 2015 compared to both periods was the result of continued originations within the portfolio due to the effective marketing and customer servicing. Approximately $1.6 billion of premium finance receivables were originated in the third quarter of 2015 compared to $1.5 billion during the same period of 2014.

Other loans represent a wide variety of personal and consumer loans to individuals as well as indirect automobile and consumer loans and high-yielding short-term accounts receivable financing to clients in the temporary staffing industry located throughout the United States. Consumer loans generally have shorter terms and higher interest rates than mortgage loans but generally involve more credit risk due to the type and nature of the collateral. Additionally, short-term accounts receivable financing may also involve greater credit risks than generally associated with the loan portfolios of more traditional community banks depending on the marketability of the collateral.

Covered loans averaged $174.8 million in the third quarter of 2015, and decreased $87.5 million, or 33%, when compared to the average balance in the same period of 2014 and decreased $27.9 million, or 55% annualized, when compared to quarter ended June 30, 2015. Covered loans represent loans acquired through the nine FDIC-assisted transactions, all of which occurred prior to 2013. These loans are subject to loss sharing agreements with the FDIC. The FDIC has agreed to reimburse the Company for 80% of losses incurred on the purchased loans, foreclosed real estate, and certain other assets. The Company expects the covered loan portfolio to continue to decrease as these acquired loans are paid off and as loss sharing agreements expire. See Note 3 of the Consolidated Financial Statements presented under Item 1 of this report for a discussion of these acquisitions, including the aggregation of these loans by risk characteristics when determining the initial and subsequent fair value.

Funds that are not utilized for loan originations are used to purchase investment securities and short term money market investments, to sell as federal funds and to maintain in interest bearing deposits with banks. Average liquidity management assets accounted for 15% of total average earning assets in the third quarter of 2015 compared to 16% in the third quarter of 2014 and 14% in the second quarter of 2015. Average liquidity management assets increased $326.1 million in the third quarter of 2015 compared to the same period in 2014, and increased $431.6 million compared to the second quarter of 2015. The balances of these assets can fluctuate based on management’s ongoing effort to manage liquidity and for asset liability management purposes.

Other earning assets include brokerage customer receivables and trading account securities. In the normal course of business, Wayne Hummer Investments, LLC (“WHI”) activities involve the execution, settlement, and financing of various securities transactions. WHI’s customer securities activities are transacted on either a cash or margin basis. In margin transactions, WHI, under an agreement with an out-sourced securities firm, extends credit to its customers, subject to various regulatory and internal margin requirements, collateralized by cash and securities in customer’s accounts. In connection with these activities, WHI executes and the out-sourced firm clears customer transactions relating to the sale of securities not yet purchased, substantially all of which are transacted on a margin basis subject to individual exchange regulations. Such transactions may expose WHI to off-balance-sheet risk, particularly in volatile trading markets, in the event margin requirements are not sufficient to fully cover losses that customers may incur. In the event a customer fails to satisfy its obligations, WHI under the agreement with the outsourced securities firm, may be required to purchase or sell financial instruments at prevailing market prices to fulfill the customer’s obligations. WHI seeks to control the risks associated with its customers’ activities by requiring customers to maintain margin collateral in compliance with various regulatory and internal guidelines. WHI monitors required margin levels daily and, pursuant to such guidelines, requires customers to deposit additional collateral or to reduce positions when necessary.

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	Average Balances for the Nine Months Ended
	September 30, 2015				September 30, 2014
(Dollars in thousands)	Balance		Percent		Balance		Percent
Loans:
Commercial	$	4,191,137	22	%	$	3,500,108	21	%
Commercial real estate	4,852,973		26	%	4,329,858		26	%
Home equity	736,320		4	%	713,508		4	%
Residential real estate ⁽¹⁾	896,417		5	%	727,512		4	%
Premium finance receivables	4,897,534		26	%	4,345,702		26	%
Other loans	155,628		1	%	169,981		1	%
Total loans, net of unearned income excluding covered loans ⁽²⁾	$	15,730,009	84	%	$	13,786,669	82	%
Covered loans	197,069		1	%	293,349		2	%
Total average loans ⁽²⁾	$	15,927,078	85	%	$	14,080,018	84	%
Liquidity management assets ⁽³⁾	$	2,907,284	15	%	$	2,690,422	16	%
Other earning assets ⁽⁴⁾	30,286		—	%	28,363		—	%
Total average earning assets	$	18,864,648	100	%	$	16,798,803	100	%
Total average assets	$	20,597,383			$	18,474,609
Total average earning assets to total average assets			92	%			91	%


(1)	Includes mortgage loans held-for-sale


(2)	Includes loans held-for-sale and non-accrual loans


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


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

Total average loans for the first nine months of 2015 increased $1.8 billion or 13%, over the previous year period. Similar to the quarterly discussion above, approximately $691.0 million of this increase relates to the commercial portfolio, $551.8 million of this increase relates to the premium finance receivables portfolio and $523.1 million of this increase relates to the commercial real estate portfolio. The increase is partially offset by a decrease of $96.3 million in covered loans.

Deposits

Total deposits at September 30, 2015 were $18.2 billion, an increase of $2.2 billion, or 13%, compared to total deposits at September 30, 2014. See Note 9 to the Consolidated Financial Statements presented under Item 1 of this report for a summary of period end deposit balances.

The following table sets forth, by category, the maturity of time certificates of deposit as of September 30, 2015:



Time Certificates of Deposit Maturity/Re-pricing Analysis As of September 30, 2015 (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 Deposits		Weighted-Average Rate of Maturing Time Certificates of Deposit ⁽³⁾
1-3 months	$	2,177	$	79,330	$	144,798	$	631,780	$	858,085	0.53	%
4-6 months	—		40,240		—		671,299		711,539		0.69	%
7-9 months	36,504		27,980		—		511,261		575,745		0.63	%
10-12 months	165,615		28,909		—		524,389		718,913		0.79	%
13-18 months	—		23,819		—		613,561		637,380		0.96	%
19-24 months	44,063		5,877		—		263,783		313,723		1.02	%
24+ months	3,432		14,395		—		302,560		320,387		1.23	%
Total	$	251,791	$	220,550	$	144,798	$	3,518,633	$	4,135,772	0.77	%


(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.

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The following table sets forth, by category, the composition of average deposit balances and the relative percentage of total average deposits for the periods presented:



	Three Months Ended
	September 30, 2015				June 30, 2015				September 30, 2014
(Dollars in thousands)	Balance		Percent		Balance		Percent		Balance		Percent
Non-interest bearing	$	4,473,632	25	%	$	3,725,728	21	%	$	3,233,937	20	%
NOW and interest bearing demand deposits	2,219,654		12		2,275,633		14		2,050,244		13
Wealth management deposits	1,532,766		9		1,500,580		9		1,233,461		8
Money market	3,955,568		22		3,801,315		23		3,692,333		23
Savings	1,676,084		9		1,533,151		9		1,449,763		9
Time certificates of deposit	4,105,579		23		4,004,774		24		4,269,979		27
Total average deposits	$	17,963,283	100	%	$	16,841,181	100	%	$	15,929,717	100	%

Total average deposits for the third quarter of 2015 were $18.0 billion, an increase of $2.0 billion, or 13%, from the third quarter of 2014. The increase in average deposits is primarily attributable to additional deposits associated with the Company's bank acquisitions as well as increased commercial lending relationships. The Company continues to see a beneficial shift in its deposit mix as average non-interest bearing deposits increased $1.2 billion, or 38%, in the third quarter of 2015 compared to the third quarter of 2014.

Wealth management deposits are funds from the brokerage customers of WHI, the trust and asset management customers of CTC and brokerage customers from unaffiliated companies which have been placed into deposit accounts of the banks (“wealth management deposits” in the table above). Wealth Management deposits consist primarily of money market accounts. Consistent with reasonable interest rate risk parameters, these funds have generally been invested in loan production of the banks as well as other investments suitable for banks.

Brokered Deposits

While the Company obtains a portion of its total deposits through brokered deposits, the Company does so primarily as an asset-liability management tool to assist in the management of interest rate risk. The Company does not consider brokered deposits to be a vital component of its current liquidity resources. Historically, brokered deposits have represented a small component of the Company’s total deposits outstanding, as set forth in the table below:



	September 30,						December 31,
(Dollars in thousands)	2015			2014			2014			2013			2012
Total deposits	$	18,228,469		$	16,065,246		$	16,281,844		$	14,668,789		$	14,428,544
Brokered deposits	763,110			807,377			718,986			476,139			787,812
Brokered deposits as a percentage of total deposits	4.2		%	5.0		%	4.4		%	3.2		%	5.5		%

Brokered deposits include certificates of deposit obtained through deposit brokers, deposits received through the Certificate of Deposit Account Registry Program (“CDARS”), and wealth management deposits of brokerage customers from unaffiliated companies which have been placed into deposit accounts of the banks.

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Other Funding Sources

Although deposits are the Company’s primary source of funding its interest-earning assets, the Company’s ability to manage the types and terms of deposits is somewhat limited by customer preferences and market competition. As a result, in addition to deposits and the issuance of equity securities and the retention of earnings, the Company uses several other funding sources to support its growth. These sources include short-term borrowings, notes payable, Federal Home Loan Bank advances, subordinated debt, secured borrowings and junior subordinated debentures. The Company evaluates the terms and unique characteristics of each source, as well as its asset-liability management position, in determining the use of such funding sources.

The following table sets forth, by category, the composition of the average balances of other funding sources for the quarterly periods presented:



	Three Months Ended
	September 30,		June 30,		September 30,
(Dollars in thousands)	2015		2015		2014
Federal Home Loan Bank advances	$	402,646	$	347,656	$	380,083
Other borrowings:
Notes payable	74,959		13,187		—
Federal funds purchased	977		873		90
Securities sold under repurchase agreements	62,134		39,950		35,527
Secured borrowings	116,208		121,018		—
Other	18,504		18,632		19,036
Total other borrowings	$	272,782	$	193,660	$	54,653
Subordinated notes	140,000		140,000		140,000
Junior subordinated debentures	264,974		249,493		249,493
Total other funding sources	$	1,080,402	$	930,809	$	824,229

FHLB advances provide the banks with access to fixed rate funds which are useful in mitigating interest rate risk and achieving an acceptable interest rate spread on fixed rate loans or securities. Additionally, the banks have the ability to borrow shorter-term, overnight funding from the FHLB for other general purposes. These FHLB advances to the banks totaled $451.3 million at September 30, 2015, compared to $444.0 million at June 30, 2015 and $347.5 million at September 30, 2014.

Other borrowings include notes payables, federal funds purchased, securities sold under repurchase agreements, the Canadian secured borrowing transaction completed in December 2014 and a fixed-rate promissory note entered into in August 2012 related to an office building complex owned by the Company. These borrowings totaled $260.0 million, $261.9 million and $51.5 million at September 30, 2015, June 30, 2015 and September 30, 2014, respectively.

Notes payable balances represent the balances on separate loan agreements with unaffiliated banks, which included a $100.0 million revolving credit facility that was replaced in 2014 by a separate $150 million loan agreement with unaffiliated banks consisting of a $75.0 million revolving credit facility and a $75.0 million term facility. Both loan facilities are available for corporate purposes such as to provide capital to fund continued growth at existing bank subsidiaries, possible future acquisitions and for other general corporate matters. At September 30, 2015, the Company had an outstanding balance under the term facility of $71.3 million compared to $75.0 million at June 30, 2015. The Company was required to borrow the entire amount of the term facility on June 15, 2015 and all such borrowings must be repaid by June 15, 2020. At September 30, 2015 and June 30, 2015, the Company had no outstanding balance on the $75.0 million revolving credit facility.

Securities sold under repurchase agreements represent sweep accounts for certain customers in connection with master repurchase agreements at the banks. These borrowings totaled $57.6 million, $48.3 million, and $32.5 million at September 30, 2015, June 30, 2015 and September 30, 2014, respectively. This funding category typically fluctuates based on customer preferences and daily liquidity needs of the banks, their customers and the banks’ operating subsidiaries.

The average balance of secured borrowings represents a third party Canadian transaction in 2014 ("Canadian Secured Borrowing"). Under the Canadian Secured Borrowing, in December 2014, the Company, through its subsidiary, FIFC Canada, sold an undivided co-ownership interest in all receivables owed to FIFC Canada to an unrelated third party in exchange for a cash payment of approximately C$150 million pursuant to a receivables purchase agreement (“Receivables Purchase Agreement”). The proceeds received from the transaction are reflected on the Company’s Consolidated Statements of Condition as a secured borrowing owed to the unrelated third party and translated to the Company’s reporting currency as of the respective date. The translated balance

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of the Canadian Secured Borrowing under the Receivables Purchase Agreement totaled $112.7 million at September 30, 2015 compared to $120.1 million at June 30, 2015. At June 30, 2015, the interest rate of the Canadian Secured Borrowing was 1.3865%.

Other borrowings include a fixed-rate promissory note entered into in August 2012 related to an office building complex owned by the Company. At September 30, 2015, the fixed-rate promissory note had an outstanding balance of $18.5 million compared to $18.6 million at June 30, 2015 and $19.0 million at September 30, 2014.

At September 30, 2015, June 30, 2015 and September 30, 2014, subordinated notes totaled $140.0 million. In the second quarter of 2014, the Company issued $140.0 million of subordinated notes receiving $139.1 million in net proceeds. The notes have a stated interest rate of 5.00% and mature in June 2024.

The Company had $268.6 million of junior subordinated debentures outstanding as of September 30, 2015 compared to $249.5 million outstanding at June 30, 2015 and September 30, 2014. This increase in the current period is the result of the Company assuming junior subordinated debentures in connection with the acquisitions of CFIS and Suburban. The amounts reflected on the balance sheet represent the junior subordinated debentures issued to eleven trusts by the Company (or assumed by the Company in connection with an acquisition) and equal the amount of the preferred and common securities issued by the trusts. At December 31, 2014, junior subordinated debentures, subject to certain limitations, qualified as Tier 1 regulatory capital of the Company and the amount in excess of those certain limitations could, subject to other restrictions, be included in Tier 2 capital. Starting on January 1, 2015, a portion of these junior subordinated debentures, subject to certain limitations, still qualify as Tier 1 regulatory capital of the Company and the amount in excess of those certain limitations could, subject to other restrictions, be included in Tier 2 capital, but the Company will remain well-capitalized. At September 30, 2015, $65.1 million and $195.4 million of the junior subordinated debentures, net of common securities, were included in the Company's Tier 1 and Tier 2 regulatory capital, respectively. Starting on January 1, 2016, these junior subordinated debentures no longer qualify as Tier 1 regulatory capital of the Company, however, subject to other restrictions, could be included in Tier 2 capital. Interest expense on these debentures is deductible for tax purposes, resulting in a cost-efficient form of regulatory capital.

See Notes 10 and 11 of the Consolidated Financial Statements presented under Item 1 of this report for details of period end balances and other information for these various funding sources.

Shareholders’ Equity

Total shareholders’ equity was $2.3 billion at September 30, 2015, reflecting an increase of $307.2 million since September 30, 2014 and $265.9 million since December 31, 2014. The increase from December 31, 2014 was the result of net income of $121.2 million, $120.8 million from the issuance of Series D preferred stock, net of costs, $38.7 million from the issuance of shares of the Company's common stock related to the acquisition of CFIS and Delavan, $12.0 million from the issuance of shares of the Company’s common stock (and related tax benefit) pursuant to various stock compensation plans, net of treasury shares, $7.8 million credited to surplus for stock-based compensation costs and $2.3 million in net unrealized gains from available-for-sale securities, net of tax, partially offset by common stock dividends of $15.7 million, $13.9 million of foreign currency translation adjustments, net of tax, preferred stock dividends of $7.2 million and $150,000 of net unrealized losses from cash flow hedges, net of tax.

The following tables reflect various consolidated measures of capital as of the dates presented and the capital guidelines established by the Federal Reserve Bank for a bank holding company:



	September 30, 2015		June 30, 2015		September 30, 2014
Leverage ratio	9.2	%	9.8	%	10.0	%
Tier 1 capital to risk-weighted assets	10.3		10.7		11.7
Common equity Tier 1 capital to risk-weighted assets	8.6		9.0		N/A
Total capital to risk-weighted assets	12.6		13.1		13.1
Total average equity-to-total average assets⁽¹⁾	10.7		10.6		10.6


(1)	Based on quarterly average balances.



	Minimum Capital Requirements		Well Capitalized
Leverage ratio	4.0	%	5.0	%
Tier 1 capital to risk-weighted assets	6.0		8.0
Common equity Tier 1 capital to risk-weighted assets	4.5		6.5
Total capital to risk-weighted assets	8.0		10.0

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The Company’s principal sources of funds at the holding company level are dividends from its subsidiaries, borrowings under its loan agreement with unaffiliated banks and proceeds from the issuances of subordinated debt and additional equity. Refer to Notes 10, 11 and 16 of the Consolidated Financial Statements presented under Item 1 of this report for further information on these various funding sources. Management is committed to maintaining the Company’s capital levels above the “Well Capitalized” levels established by the Federal Reserve for bank holding companies.

The Company’s Board of Directors approves dividends from time to time, however, the ability to declare a dividend is limited by the Company's financial condition, the terms of the Company's 5.00% non-cumulative perpetual convertible preferred stock, Series C, the terms of the Company's fixed-to-floating rate non-cumulative perpetual preferred stock, Series D, the terms of the Company’s Trust Preferred Securities offerings and under certain financial covenants in the Company’s revolving and term facilities. In January, April, July and October of 2015, the Company declared a quarterly cash dividend of $0.11 per common share. In January, April, July and October of 2014, the Company declared a quarterly cash dividend of $0.10 per common share.

See Note 16 of the Consolidated Financial Statements presented under Item 1 of this report for details on the Company’s issuance of Series D and Series C preferred stock in June 2015 and March 2012, respectively.

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LOAN PORTFOLIO AND ASSET QUALITY

Loan Portfolio

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



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

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Commercial and commercial real estate loans. Our commercial and commercial real estate loan portfolios are comprised primarily of commercial real estate loans and lines of credit for working capital purposes. The table below sets forth information regarding the types, amounts and performance of our loans within these portfolios (excluding covered loans) as of September 30, 2015 and 2014:



As of September 30, 2015			% of				> 90 Days Past Due		Allowance For Loan
As of September 30, 2015			Total				and Still		Losses
(Dollars in thousands)	Balance		Balance		Nonaccrual		Accruing		Allocation
Commercial:
Commercial and industrial	$	2,646,275	27.3	%	$	12,006	$	—	$	21,880
Franchise	222,001		2.3		—		—		3,145
Mortgage warehouse lines of credit	136,614		1.4		—		—		1,022
Community Advantage—homeowner associations	123,209		1.3		—		—		3
Aircraft	6,371		0.1		—		—		8
Asset-based lending	802,370		8.3		12		—		6,282
Tax exempt	232,667		2.4		—		—		1,303
Leases	205,786		2.1		—		—		169
Other	1,953		—		—		—		12
PCI - commercial loans ⁽¹⁾	22,939		0.2		—		217		166
Total commercial	$	4,400,185	45.4	%	$	12,018	$	217	$	33,990
Commercial Real Estate:
Residential construction	$	61,271	0.6	%	$	—	$	—	$	753
Commercial construction	285,963		2.9		31		—		2,995
Land	79,076		0.8		1,756		—		2,550
Office	790,311		8.1		4,045		—		7,156
Industrial	636,124		6.6		11,637		—		5,521
Retail	785,842		8.1		2,022		—		5,254
Multi-family	687,659		7.1		1,525		—		6,959
Mixed use and other	1,820,328		18.7		7,601		—		12,079
PCI - commercial real estate ⁽¹⁾	160,992		1.7		—		13,547		794
Total commercial real estate	$	5,307,566	54.6	%	$	28,617	$	13,547	$	44,061
Total commercial and commercial real estate	$	9,707,751	100.0	%	$	40,635	$	13,764	$	78,051

Commercial real estate—collateral location by state:
Illinois	$	4,053,531	76.4	%
Wisconsin	577,231		10.9
Total primary markets	$	4,630,762	87.3	%
Florida	56,020		1.1
Arizona	9,677		0.2
Indiana	106,591		2.0
Other (no individual state greater than 0.8%)	504,516		9.4
Total	$	5,307,566	100.0	%


(1)	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.

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			% of				> 90 Days Past Due		Allowance For Loan
As of September 30, 2014			Total				and Still		Losses
(Dollars in thousands)	Balance		Balance		Nonaccrual		Accruing		Allocation
Commercial:
Commercial and industrial	$	2,070,827	25.3	%	$	10,430	$	—	$	17,651
Franchise	238,300		2.9		—		—		1,989
Mortgage warehouse lines of credit	121,585		1.5		—		—		1,042
Community Advantage—homeowner associations	99,595		1.2		—		—		4
Aircraft	6,146		0.1		—		—		7
Asset-based lending	781,927		9.5		25		—		5,815
Tax exempt	205,150		2.5		—		—		1,107
Leases	145,439		1.8		—		—		13
Other	11,403		0.1		—		—		95
PCI - commercial loans ⁽¹⁾	9,299		0.1		—		863		189
Total commercial	$	3,689,671	45.0	%	$	10,455	$	863	$	27,912
Commercial Real Estate:
Residential construction	$	30,237	0.4	%	$	—	$	—	$	522
Commercial construction	159,808		1.9		425		—		2,406
Land	101,239		1.2		2,556		—		2,782
Office	699,340		8.5		7,366		—		5,267
Industrial	627,886		7.7		2,626		—		4,535
Retail	725,890		8.9		6,205		—		5,990
Multi-family	677,971		8.3		249		—		5,038
Mixed use and other	1,427,386		17.4		7,936		—		12,112
PCI - commercial real estate ⁽¹⁾	60,618		0.7		—		14,294		7
Total commercial real estate	$	4,510,375	55.0	%	$	27,363	$	14,294	$	38,659
Total commercial and commercial real estate	$	8,200,046	100.0	%	$	37,818	$	15,157	$	66,571

Commercial real estate—collateral location by state:
Illinois	$	3,742,411	83.0	%
Wisconsin	440,046		9.8
Total primary markets	$	4,182,457	92.8	%
Florida	82,577		1.8
Arizona	10,414		0.2
Indiana	89,254		2.0
Other (no individual state greater than 0.5%)	145,673		3.2
Total	$	4,510,375	100.0	%


(1)	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.

We make commercial loans for many purposes, including working capital lines, which are generally renewable annually and supported by business assets, personal guarantees and additional collateral. Commercial business lending is generally considered to involve a slightly higher degree of risk than traditional consumer bank lending. Primarily as a result of growth in the commercial portfolio, our allowance for loan losses in our commercial loan portfolio is $34.0 million as of September 30, 2015 compared to $27.9 million as of September 30, 2014.

Our commercial real estate loans are generally secured by a first mortgage lien and assignment of rents on the property. Since most of our bank branches are located in the Chicago metropolitan area and southern Wisconsin, 87.3% of our commercial real estate loan portfolio is located in this region. While commercial real estate market conditions have improved recently, a number

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of specific markets continue to be under stress. We have been able to effectively manage our total non-performing commercial real estate loans. As of September 30, 2015, our allowance for loan losses related to this portfolio is $44.1 million compared to $38.7 million as of September 30, 2014.

The Company also participates in mortgage warehouse lending by providing interim funding to unaffiliated mortgage bankers to finance residential mortgages originated by such bankers for sale into the secondary market. The Company’s loans to the mortgage bankers are secured by the business assets of the mortgage companies as well as the specific mortgage loans funded by the Company, after they have been pre-approved for purchase by third party end lenders. The Company may also provide interim financing for packages of mortgage loans on a bulk basis in circumstances where the mortgage bankers desire to competitively bid on a number of mortgages for sale as a package in the secondary market. Amounts advanced with respect to any particular mortgage loan are usually required to be repaid within 21 days. In the current period, mortgage warehouse lines increased to $136.6 million as of September 30, 2015 from $121.6 million as of September 30, 2014 as a result of a more favorable mortgage banking environment.

Home equity loans. Our home equity loans and lines of credit are originated by each of our banks in their local markets where we have a strong understanding of the underlying real estate value. Our banks monitor and manage these loans, and we conduct an automated review of all home equity loans and lines of credit at least twice per year. This review collects current credit performance for each home equity borrower and identifies situations where the credit strength of the borrower is declining, or where there are events that may influence repayment, such as tax liens or judgments. Our banks use this information to manage loans that may be higher risk and to determine whether to obtain additional credit information or updated property valuations. As a result of this work and general market conditions, we have modified our home equity offerings and changed our policies regarding home equity renewals and requests for subordination. In a limited number of situations, the unused availability on home equity lines of credit was frozen.

The rates we offer on new home equity lending are based on several factors, including appraisals and valuation due diligence, in order to reflect inherent risk, and we place additional scrutiny on larger home equity requests. In a limited number of cases, we issue home equity credit together with first mortgage financing, and requests for such financing are evaluated on a combined basis. It is not our practice to advance more than 85% of the appraised value of the underlying asset, which ratio we refer to as the loan-to-value ratio, or LTV ratio, and a majority of the credit we previously extended, when issued, had an LTV ratio of less than 80%.

Our home equity loan portfolio has performed well in light of the ongoing volatility in the overall residential real estate market. The number of new home equity line of credit commitments originated by us has decreased due to declines in housing valuations that have decreased the amount of equity against which homeowners may borrow and the refinancing of these loans into long-term fixed-rate residential real estate loans.

Residential real estate mortgages. Our residential real estate portfolio predominantly includes one- to four-family adjustable rate mortgages that have repricing terms generally from one to three years, construction loans to individuals and bridge financing loans for qualifying customers. As of September 30, 2015, our residential loan portfolio totaled $571.7 million, or 3% of our total outstanding loans.

Our adjustable rate mortgages relate to properties located principally in the Chicago metropolitan area and southern Wisconsin or vacation homes owned by local residents. These adjustable rate mortgages are often non-agency conforming. Adjustable rate mortgage loans decrease the interest rate risk we face on our mortgage portfolio. However, this risk is not eliminated due to the fact that such loans generally provide for periodic and lifetime limits on the interest rate adjustments among other features. Additionally, adjustable rate mortgages may pose a higher risk of delinquency and default because they require borrowers to make larger payments when interest rates rise. As of September 30, 2015, $14.6 million of our residential real estate mortgages, or 2.6% of our residential real estate loan portfolio, excluding PCI loans, were classified as nonaccrual, $2.2 million were 30 to 89 days past due (0.4%) and $551.3 million were current (97.0%). We believe that since our loan portfolio consists primarily of locally originated loans, and since the majority of our borrowers are longer-term customers with lower LTV ratios, we face a relatively low risk of borrower default and delinquency.

While we generally do not originate loans for our own portfolio with long-term fixed rates due to interest rate risk considerations, we can accommodate customer requests for fixed rate loans by originating such loans and then selling them into the secondary market, for which we receive fee income. We may also selectively retain certain of these loans within the banks’ own portfolios where they are non-agency conforming, or where the terms of the loans make them favorable to retain. A portion of the loans we sold into the secondary market were sold with the servicing of those loans retained. The amount of loans serviced for others as of September 30, 2015 and 2014 was $819.1 million and $899.0 million, respectively. All other mortgage loans sold into the secondary market were sold without the retention of servicing rights.

It is not our current practice to underwrite, and we have no plans to underwrite, subprime, Alt A, no or little documentation loans, or option ARM loans. As of September 30, 2015, approximately $5.9 million of our mortgage loans consist of interest-only loans.

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Premium finance receivables – commercial. FIFC and FIFC Canada originated approximately $1.4 billion in commercial insurance premium finance receivables during the third quarter of 2015 and 2014. During the nine months ended September 30, 2015 and 2014, FIFC and FIFC Canada originated approximately $4.3 billion and $4.2 billion, respectively, in commercial insurance premium finance receivables. FIFC and FIFC Canada make loans to businesses to finance the insurance premiums they pay on their commercial insurance policies. The loans are originated by working through independent medium and large insurance agents and brokers located throughout the United States and Canada. The insurance premiums financed are primarily for commercial customers’ purchases of liability, property and casualty and other commercial insurance.

This lending involves relatively rapid turnover of the loan portfolio and high volume of loan originations. Because of the indirect nature of this lending through third party agents and brokers and because the borrowers are located nationwide and in Canada, this segment is more susceptible to third party fraud than relationship lending. The Company performs ongoing credit and other reviews of the agents and brokers, and performs various internal audit steps to mitigate against the risk of any fraud. The majority of these loans are purchased by the banks in order to more fully utilize their lending capacity as these loans generally provide the banks with higher yields than alternative investments.

Premium finance receivables—life insurance. FIFC originated approximately $206.9 million in life insurance premium finance receivables in the third quarter of 2015 as compared to $158.1 million of originations in the third quarter of 2014. For the nine months ended September 30, 2015 and 2014, FIFC originated approximately $596.2 million and $433.7 million, respectively, in life insurance premium finance receivables. The Company continues to experience increased competition and pricing pressure within the current market. These loans are originated directly with the borrowers with assistance from life insurance carriers, independent insurance agents, financial advisors and legal counsel. The life insurance policy is the primary form of collateral. In addition, these loans often are secured with a letter of credit, marketable securities or certificates of deposit. In some cases, FIFC may make a loan that has a partially unsecured position.

Consumer and other. Included in the consumer and other loan category is a wide variety of personal and consumer loans to individuals as well as high yielding short-term accounts receivable financing to clients in the temporary staffing industry located throughout the United States. The Banks originate consumer loans in order to provide a wider range of financial services to their customers.

Consumer loans generally have shorter terms and higher interest rates than mortgage loans but generally involve more credit risk than mortgage loans due to the type and nature of the collateral. Additionally, short-term accounts receivable financing may also involve greater credit risks than generally associated with the loan portfolios of more traditional community banks depending on the marketability of the collateral.

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Maturities and Sensitivities of Loans to Changes in Interest Rates

The following table classifies the commercial loan portfolios at September 30, 2015 by date at which the loans reprice or mature, and the type of rate exposure:



As of September 30, 2015	One year or less		From one to five years		Over five years
(Dollars in thousands)							Total
Commercial
Fixed rate	$	71,665	$	550,828	$	253,083	$	875,576
Variable rate
With floor feature	545,506		4,884		—		550,390
Without floor feature	2,964,879		9,340		—		2,974,219
Total commercial	3,582,050		565,052		253,083		4,400,185
Commercial real estate
Fixed rate	$	369,773	$	1,706,545	$	208,356	$	2,284,674
Variable rate
With floor feature	272,048		9,290		—		281,338
Without floor feature	2,696,131		41,140		4,283		2,741,554
Total commercial real estate	3,337,952		1,756,975		212,639		5,307,566
Premium finance receivables, net of unearned income
Fixed rate	2,442,983		64,475		387		2,507,845
Variable rate
With floor feature	—		—		—		—
Without floor feature	2,599,505		—		—		2,599,505
Total premium finance receivables ⁽¹⁾	5,042,488		64,475		387		5,107,350

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Past Due Loans and Non-Performing Assets

Our ability to manage credit risk depends in large part on our ability to properly identify and manage problem loans. To do so, the Company operates a credit risk rating system under which our credit management personnel assign a credit risk rating to each loan at the time of origination and review loans on a regular basis to determine each loan’s credit risk rating on a scale of 1 through 10 with higher scores indicating higher risk. The credit risk rating structure used is shown below:



1 Rating —		Minimal Risk (Loss Potential – none or extremely low) (Superior asset quality, excellent liquidity, minimal leverage)

2 Rating —		Modest Risk (Loss Potential demonstrably low) (Very good asset quality and liquidity, strong leverage capacity)

3 Rating —		Average Risk (Loss Potential low but no longer refutable) (Mostly satisfactory asset quality and liquidity, good leverage capacity)

4 Rating —		Above Average Risk (Loss Potential variable, but some potential for deterioration) (Acceptable asset quality, little excess liquidity, modest leverage capacity)

5 Rating —		Management Attention Risk (Loss Potential moderate if corrective action not taken) (Generally acceptable asset quality, somewhat strained liquidity, minimal leverage capacity)

6 Rating —		Special Mention (Loss Potential moderate if corrective action not taken) (Assets in this category are currently protected, potentially weak, but not to the point of substandard classification)

7 Rating —		Substandard Accrual (Loss Potential distinct possibility that the bank may sustain some loss, but no discernable impairment) (Must have well defined weaknesses that jeopardize the liquidation of the debt)

8 Rating —		Substandard Non-accrual (Loss Potential well documented probability of loss, including potential impairment) (Must have well defined weaknesses that jeopardize the liquidation of the debt)

9 Rating —		Doubtful (Loss Potential extremely high) (These assets have all the weaknesses in those classified “substandard” with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of current existing facts, conditions, and values, highly improbable)

10 Rating —		Loss (fully charged-off) (Loans in this category are considered fully uncollectible.)

Each loan officer is responsible for monitoring his or her loan portfolio, recommending a credit risk rating for each loan in his or her portfolio and ensuring the credit risk ratings are appropriate. These credit risk ratings are then ratified 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. A third party loan review firm independently reviews a significant portion of the loan portfolio at each of the Company’s subsidiary banks to evaluate the appropriateness of the management-assigned credit risk ratings. These ratings are subject to further review at each of our bank subsidiaries by the applicable regulatory authority, including the Federal Reserve Bank of Chicago, the Office of the Comptroller of the Currency, the State of Illinois and the State of Wisconsin and are also reviewed by our internal audit staff.

The Company’s problem loan reporting system automatically includes all loans with credit risk ratings of 6 through 9. This system is designed to provide an on-going detailed tracking mechanism for each problem loan. Once management determines that a loan has deteriorated to a point where it has a credit risk rating of 6 or worse, the Company’s Managed Asset Division performs an overall credit and collateral review. As part of this review, all underlying collateral is identified and the valuation methodology is analyzed and tracked. As a result of this initial review by the Company’s Managed Asset Division, the credit risk rating is reviewed and a portion of the outstanding loan balance may be deemed uncollectible or an impairment reserve may be established. The Company’s impairment analysis utilizes an independent re-appraisal of the collateral (unless such a third-party evaluation is not possible due to the unique nature of the collateral, such as a closely-held business or thinly traded securities). In the case of commercial real estate collateral, an independent third party appraisal is ordered by the Company’s Real Estate Services Group to determine if there has been any change in the underlying collateral value. These independent appraisals are reviewed by the Real Estate Services Group and sometimes by independent third party valuation experts and may be adjusted depending upon market conditions. An appraisal is ordered at least once a year for these loans, or more often if market conditions dictate. In the event that the underlying value of the collateral cannot be easily determined, a detailed valuation methodology is prepared by the Managed Asset Division. A summary of this analysis is provided to the directors’ loan committee of the bank which originated the credit for approval of a charge-off, if necessary.

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Company, including a downgrade in the credit risk rating, movement to non-accrual status, a charge-off or the establishment of a specific impairment reserve. In the event a collateral shortfall is identified during the credit review process, the Company will work with the borrower for a principal reduction and/or a pledge of additional collateral and/or additional guarantees. In the event that these options are not available, the loan may be subject to a downgrade of the credit risk rating. If we determine that a loan amount or portion thereof, is uncollectible the loan’s credit risk rating is immediately downgraded to an 8 or 9 and the uncollectible amount is charged-off. Any loan that has a partial charge-off continues to be assigned a credit risk rating of an 8 or 9 for the duration of time that a balance remains outstanding. The Managed Asset Division undertakes a thorough and ongoing analysis to determine if additional impairment and/or charge-offs are appropriate and to begin a workout plan for the credit to minimize actual losses.

The Company’s approach to workout plans and restructuring loans is built on the credit-risk rating process. A modification of a loan with an existing credit risk rating of 6 or worse or a modification of any other credit, which will result in a restructured credit risk rating of 6 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 where the credit risk rating is 5 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 5 or better are not experiencing financial difficulties and therefore, are not considered TDRs.

TDRs, which are by definition considered impaired loans, 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 less the estimated cost to sell. Any shortfall is recorded as a specific reserve.

For non-TDR loans, if based on current information and events, it is probable that the Company will be unable to collect all amounts due to it according to the contractual terms of the loan agreement, a loan is considered impaired, and a specific impairment reserve analysis is performed and if necessary, a specific reserve is established. In determining the appropriate reserve for collateral-dependent loans, the Company considers the results of appraisals for the associated collateral.

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Non-performing Assets, excluding covered assets

The following table sets forth Wintrust’s non-performing assets and TDRs performing under the contractual terms of the loan agreement, excluding covered assets and PCI loans, as of the dates shown:



(Dollars in thousands)	September 30, 2015			June 30, 2015			December 31, 2014			September 30, 2014
Loans past due greater than 90 days and still accruing ⁽¹⁾:
Commercial	$	—		$	—		$	474		$	—
Commercial real estate	—			701			—			—
Home equity	—			—			—			—
Residential real estate	—			—			—			—
Premium finance receivables—commercial	8,231			9,053			7,665			7,115
Premium finance receivables—life insurance	—			351			—			—
Consumer and other	140			110			119			175
Total loans past due greater than 90 days and still accruing	8,371			10,215			8,258			7,290
Non-accrual loans ⁽²⁾:
Commercial	12,018			5,394			9,157			10,455
Commercial real estate	28,617			23,183			26,605			27,363
Home equity	8,365			5,695			6,174			5,696
Residential real estate	14,557			16,631			15,502			15,730
Premium finance receivables—commercial	13,751			15,156			12,705			14,110
Premium finance receivables—life insurance	—			—			—			—
Consumer and other	297			280			277			426
Total non-accrual loans	77,605			66,339			70,420			73,780
Total non-performing loans:
Commercial	12,018			5,394			9,631			10,455
Commercial real estate	28,617			23,884			26,605			27,363
Home equity	8,365			5,695			6,174			5,696
Residential real estate	14,557			16,631			15,502			15,730
Premium finance receivables—commercial	21,982			24,209			20,370			21,225
Premium finance receivables—life insurance	—			351			—			—
Consumer and other	437			390			395			601
Total non-performing loans	$	85,976		$	76,554		$	78,677		$	81,070
Other real estate owned	29,053			33,044			36,419			41,506
Other real estate owned—from acquisitions	22,827			9,036			9,223			8,871
Other repossessed assets	193			231			303			292
Total non-performing assets	$	138,049		$	118,865		$	124,622		$	131,739
TDRs performing under the contractual terms of the loan agreement	49,173			52,174			69,697			69,868
Total non-performing loans by category as a percent of its own respective category’s period-end balance:
Commercial	0.27		%	0.12		%	0.25		%	0.28		%
Commercial real estate	0.54			0.49			0.59			0.61
Home equity	1.05			0.80			0.86			0.79
Residential real estate	2.55			3.31			3.21			3.34
Premium finance receivables—commercial	0.91			0.98			0.87			0.89
Premium finance receivables—life insurance	—			0.01			—			—
Consumer and other	0.33			0.33			0.26			0.40
Total non-performing loans	0.53		%	0.49		%	0.55		%	0.58		%
Total non-performing assets, as a percentage of total assets	0.63		%	0.57		%	0.62		%	0.69		%
Allowance for loan losses as a percentage of total non-performing loans	119.79		%	130.89		%	116.56		%	112.27		%


(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 $10.1 million, $10.6 million, $12.6 million and $13.5 million as of September 30, 2015, June 30, 2015, December 31, 2014 and September 30, 2014, respectively.

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Non-performing Commercial and Commercial Real Estate

Commercial non-performing loans totaled $12.0 million as of September 30, 2015 compared to $9.6 million as of December 31, 2014 and $10.5 million as of September 30, 2014. Commercial real estate non-performing loans totaled $28.6 million as of September 30, 2015 compared to $26.6 million as of December 31, 2014 and $27.4 million as of September 30, 2014.

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 $22.9 million as of September 30, 2015. The balance remained relatively unchanged compared to $21.7 million and $21.4 million at December 31, 2014 and September 30, 2014, respectively. The September 30, 2015 non-performing balance is comprised of $14.6 million of residential real estate (71 individual credits) and $8.4 million of home equity loans (50 individual credits). The Company believes control and resolution 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 Premium Finance Receivables

The table below presents the level of non-performing property and casualty premium finance receivables as of September 30, 2015 and 2014, and the amount of net charge-offs for the quarters then ended.



(Dollars in thousands)	September 30, 2015			September 30, 2014
Non-performing premium finance receivables—commercial	$	21,982		$	21,225
- as a percent of premium finance receivables—commercial outstanding	0.91		%	0.89		%
Net charge-offs of premium finance receivables—commercial	$	1,317		$	1,268
- annualized as a percent of average premium finance receivables—commercial	0.21		%	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 may occur 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.

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Loan Portfolio Aging

The following table shows, as of September 30, 2015, only 0.6% of the entire portfolio, excluding covered loans, is non-accrual or greater than 90 days past due and still accruing interest with only 0.6% either one or two payments past due. In total, 98.8% of the Company’s total loan portfolio, excluding covered loans, as of September 30, 2015 is current according to the original contractual terms of the loan agreements.

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



			90+ days		60-89		30-59
As of September 30, 2015			and still		days past		days past
(Dollars in thousands)	Nonaccrual		accruing		due		due		Current		Total Loans
Loan Balances:
Commercial
Commercial and industrial	$	12,006	$	—	$	2,731	$	9,331	$	2,622,207	$	2,646,275
Franchise	—		—		80		376		221,545		222,001
Mortgage warehouse lines of credit	—		—		—		—		136,614		136,614
Community Advantage—homeowners association	—		—		44		—		123,165		123,209
Aircraft	—		—		—		378		5,993		6,371
Asset-based lending	12		—		1,313		247		800,798		802,370
Tax exempt	—		—		—		—		232,667		232,667
Leases	—		—		—		89		205,697		205,786
Other	—		—		—		—		1,953		1,953
PCI - commercial ⁽¹⁾	—		217		—		39		22,683		22,939
Total commercial	12,018		217		4,168		10,460		4,373,322		4,400,185
Commercial real estate
Residential construction	—		—		—		1,141		60,130		61,271
Commercial construction	31		—		—		2,394		283,538		285,963
Land	1,756		—		—		2,207		75,113		79,076
Office	4,045		—		10,861		2,362		773,043		790,311
Industrial	11,637		—		786		897		622,804		636,124
Retail	2,022		—		1,536		821		781,463		785,842
Multi-family	1,525		—		512		744		684,878		687,659
Mixed use and other	7,601		—		2,340		12,871		1,797,516		1,820,328
PCI - commercial real estate ⁽¹⁾	—		13,547		299		583		146,563		160,992
Total commercial real estate	28,617		13,547		16,334		24,020		5,225,048		5,307,566
Home equity	8,365		—		811		4,124		784,165		797,465
Residential real estate	14,557		—		1,017		1,195		551,292		568,061
PCI - residential real estate ⁽¹⁾	—		424		323		411		2,524		3,682
Premium finance receivables
Commercial insurance loans	13,751		8,231		6,664		13,659		2,364,770		2,407,075
Life insurance loans	—		—		9,656		2,627		2,314,406		2,326,689
PCI - life insurance loans ⁽¹⁾	—		—		—		—		373,586		373,586
Consumer and other	297		140		56		935		130,474		131,902
Total loans, net of unearned income, excluding covered loans	$	77,605	$	22,559	$	39,029	$	57,431	$	16,119,587	$	16,316,211
Covered loans	6,540		7,626		1,392		802		152,249		168,609
Total loans, net of unearned income	$	84,145	$	30,185	$	40,421	$	58,233	$	16,271,836	$	16,484,820


(1)	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.

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Aging as a % of Loan Balance: As of September 30, 2015	Nonaccrual		90+ days and still accruing		60-89 days past due		30-59 days past due		Current		Total Loans
Commercial
Commercial and industrial	0.5	%	—	%	0.1	%	0.4	%	99.0	%	100.0	%
Franchise	—		—		—		0.2		99.8		100.0
Mortgage warehouse lines of credit	—		—		—		—		100.0		100.0
Community Advantage—homeowners association	—		—		—		—		100.0		100.0
Aircraft	—		—		—		5.9		94.1		100.0
Asset-based lending	—		—		0.2		—		99.8		100.0
Tax exempt	—		—		—		—		100.0		100.0
Leases	—		—		—		—		100.0		100.0
Other	—		—		—		—		100.0		100.0
PCI - commercial ⁽¹⁾	—		0.9		—		0.2		98.9		100.0
Total commercial	0.3		—		0.1		0.2		99.4		100.0
Commercial real estate
Residential construction	—		—		—		1.9		98.1		100.0
Commercial construction	—		—		—		0.8		99.2		100.0
Land	2.2		—		—		2.8		95.0		100.0
Office	0.5		—		1.4		0.3		97.8		100.0
Industrial	1.8		—		0.1		0.1		98.0		100.0
Retail	0.3		—		0.2		0.1		99.4		100.0
Multi-family	0.2		—		0.1		0.1		99.6		100.0
Mixed use and other	0.4		—		0.1		0.7		98.8		100.0
PCI - commercial real estate ⁽¹⁾	—		8.4		0.2		0.4		91.0		100.0
Total commercial real estate	0.5		0.3		0.3		0.5		98.4		100.0
Home equity	1.0		—		0.1		0.5		98.4		100.0
Residential real estate	2.6		—		0.2		0.2		97.0		100.0
PCI - residential real estate ⁽¹⁾	—		11.5		8.8		11.2		68.5		100.0
Premium finance receivables
Commercial insurance loans	0.6		0.4		0.3		0.6		98.1		100.0
Life insurance loans	—		—		0.4		0.1		99.5		100.0
PCI - life insurance loans ⁽¹⁾	—		—		—		—		100.0		100.0
Consumer and other	0.2		0.1		—		0.7		99.0		100.0
Total loans, net of unearned income, excluding covered loans	0.5	%	0.1	%	0.2	%	0.4	%	98.8	%	100.0	%
Covered loans	3.9		4.5		0.8		0.5		90.3		100.0
Total loans, net of unearned income	0.5	%	0.2	%	0.2	%	0.4	%	98.7	%	100.0	%


(1)	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.

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			90+ days		60-89		30-59
As of June 30, 2015			and still		days past		days past
(Dollars in thousands)	Nonaccrual		accruing		due		due		Current		Total Loans
Loan Balances:
Commercial
Commercial and industrial	$	4,424	$	—	$	1,846	$	6,027	$	2,522,162	$	2,534,459
Franchise	905		—		113		396		227,185		228,599
Mortgage warehouse lines of credit	—		—		—		—		213,797		213,797
Community Advantage - homeowners association	—		—		—		—		114,883		114,883
Aircraft	—		—		—		—		6,831		6,831
Asset-based lending	—		—		1,767		7,423		823,265		832,455
Municipal	—		—		—		—		199,185		199,185
Leases	65		—		—		—		187,565		187,630
Other	—		—		—		—		2,772		2,772
PCI - commercial ⁽¹⁾	—		474		—		233		9,026		9,733
Total commercial	5,394		474		3,726		14,079		4,306,671		4,330,344
Commercial real estate
Residential construction	—		—		—		4		57,598		57,602
Commercial construction	19		—		—		—		249,524		249,543
Land	2,035		—		1,123		2,399		82,280		87,837
Office	6,360		701		163		2,601		744,992		754,817
Industrial	2,568		—		18		484		624,337		627,407
Retail	2,352		—		896		2,458		744,285		749,991
Multi-family	1,730		—		933		223		665,562		668,448
Mixed use and other	8,119		—		2,405		3,752		1,577,846		1,592,122
PCI - commercial real estate ⁽¹⁾	—		15,646		3,490		2,798		40,889		62,823
Total commercial real estate	23,183		16,347		9,028		14,719		4,787,313		4,850,590
Home equity	5,695		—		511		3,365		702,779		712,350
Residential real estate	16,631		—		2,410		1,205		480,427		500,673
PCI - residential real estate ⁽¹⁾	—		264		84		—		1,994		2,342
Premium finance receivables
Commercial insurance loans	15,156		9,053		5,048		11,071		2,420,080		2,460,408
Life insurance loans	—		351		—		6,823		2,145,981		2,153,155
PCI - life insurance loans⁽¹⁾	—		—		—		—		384,320		384,320
Consumer and other	280		110		196		919		117,963		119,468
Total loans, net of unearned income, excluding covered loans	$	66,339	$	26,599	$	21,003	$	52,181	$	15,347,528	$	15,513,650
Covered loans	6,353		10,030		1,333		1,720		173,974		193,410
Total loans, net of unearned income	$	72,692	$	36,629	$	22,336	$	53,901	$	15,521,502	$	15,707,060


(1)	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.

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Aging as a % of Loan Balance: As of June 30, 2015	Nonaccrual		90+ days and still accruing		60-89 days past due		30-59 days past due		Current		Total Loans
Commercial
Commercial and industrial	0.2	%	—	%	0.1	%	0.2	%	99.5	%	100.0	%
Franchise	0.4		—		—		0.2		99.4		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	—		—		0.2		0.9		98.9		100.0
Municipal	—		—		—		—		100.0		100.0
Leases	—		—		—		—		100.0		100.0
Other	—		—		—		—		100.0		100.0
PCI - commercial ⁽¹⁾	—		4.9		—		2.4		92.7		100.0
Total commercial	0.1		—		0.1		0.3		99.5		100.0
Commercial real estate
Residential construction	—		—		—		—		100.0		100.0
Commercial construction	—		—		—		—		100.0		100.0
Land	2.3		—		1.3		2.7		93.7		100.0
Office	0.8		0.1		—		0.3		98.8		100.0
Industrial	0.4		—		—		0.1		99.5		100.0
Retail	0.3		—		0.1		0.3		99.3		100.0
Multi-family	0.3		—		0.1		—		99.6		100.0
Mixed use and other	0.5		—		0.2		0.2		99.1		100.0
PCI - commercial real estate ⁽¹⁾	—		24.9		5.6		4.5		65.0		100.0
Total commercial real estate	0.5		0.3		0.2		0.3		98.7		100.0
Home equity	0.8		—		0.1		0.5		98.6		100.0
Residential real estate	3.3		—		0.5		0.2		96.0		100.0
PCI - residential real estate⁽¹⁾	—		11.3		3.6		—		85.1		100.0
Premium finance receivables
Commercial insurance loans	0.6		0.5		0.2		0.4		98.3		100.0
Life insurance loans	—		—		—		0.3		99.7		100.0
PCI - life insurance loans ⁽¹⁾	—		—		—		—		100.0		100.0
Consumer and other	0.2		0.1		0.2		0.8		98.7		100.0
Total loans, net of unearned income, excluding covered loans	0.4	%	0.2	%	0.1	%	0.3	%	99.0	%	100.0	%
Covered loans	3.3		5.2		0.7		0.9		89.9		100.0
Total loans, net of unearned income	0.5	%	0.2	%	0.1	%	0.3	%	98.9	%	100.0	%


(1)	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.

As of September 30, 2015, only $39.0 million of all loans, excluding covered loans, or 0.2%, were 60 to 89 days past due and $57.4 million or 0.4%, were 30 to 59 days (or one payment) past due. As of June 30, 2015, $21.0 million of all loans, excluding covered loans, or 0.1%, were 60 to 89 days past due and $52.2 million, or 0.3%, 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. Commercial and commercial real estate loans with delinquencies from 30 to 89 days past-due increased $13.4 million since June 30, 2015.

The Company's home equity and residential loan portfolios continue to exhibit low delinquency ratios. Home equity loans at September 30, 2015 that are current with regard to the contractual terms of the loan agreement represent 98.4% of the total home equity portfolio. Residential real estate loans, excluding PCI loans, at September 30, 2015 that are current with regards to the contractual terms of the loan agreements comprise 97.0% of total residential real estate loans outstanding.

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Nonperforming Loans Rollforward

The table below presents a summary of non-performing loans, excluding covered loans and PCI loans, for the periods presented:



	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
(Dollars in thousands)	2015			2014			2015			2014
Balance at beginning of period	$	76,554		$	88,650		$	78,677		$	103,334
Additions, net	24,333			10,389			42,141			31,187
Return to performing status	(1,028		)	(3,745		)	(2,591		)	(6,812		)
Payments received	(5,468		)	(4,792		)	(16,417		)	(11,605		)
Transfer to OREO and other repossessed assets	(1,773		)	(2,782		)	(8,678		)	(22,536		)
Charge-offs	(4,081		)	(4,751		)	(8,637		)	(14,127		)
Net change for niche loans ⁽¹⁾	(2,561		)	(1,899		)	1,481			1,629
Balance at end of period	$	85,976		$	81,070		$	85,976		$	81,070


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

PCI loans are excluded from non-performing loans as they continue to earn interest income from the related accretable yield, independent of performance with contractual terms of the loan. See Note 7 of the Consolidated Financial Statements presented under Item 1 of this report for further discussion of non-performing loans and the loan aging during the respective periods.

Allowance for Loan Losses

The allowance for loan losses represents management’s estimate of the probable and reasonably estimable loan losses that our loan portfolio is expected to incur. The allowance for loan losses is determined quarterly using a methodology that incorporates important risk characteristics of each loan, as described below under “How We Determine the Allowance for Credit Losses.” This process is subject to review at each of our bank subsidiaries by the applicable regulatory authority, including the Federal Reserve Bank of Chicago, the Office of the Comptroller of the Currency, the State of Illinois and the State of Wisconsin.

Management determined that the allowance for loan losses was appropriate at September 30, 2015, and that the loan portfolio is well diversified and well secured, without undue concentration in any specific risk area. While this process involves a high degree of management judgment, the allowance for credit losses is based on a comprehensive, well documented, and consistently applied analysis of the Company’s loan portfolio. This analysis takes into consideration all available information existing as of the financial statement date, including environmental factors such as economic, industry, geographical and political factors. The relative level of allowance for credit losses is reviewed and compared to industry peers. This review encompasses levels of total nonperforming loans, portfolio mix, portfolio concentrations, current geographic risks and overall levels of net charge-offs. Historical trending of both the Company’s results and the industry peers is also reviewed to analyze comparative significance.

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Allowance for Credit Losses, excluding covered loans

The following table summarizes the activity in our allowance for credit losses during the periods indicated.



	Three Months Ended						Nine Months Ended
(Dollars in thousands)	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
Allowance for loan losses at beginning of period	$	100,204		$	92,253		$	91,705		$	96,922
Provision for credit losses	8,665			6,028			24,551			16,145
Other adjustments	(153		)	(335		)	(494		)	(588		)
Reclassification from (to) allowance for unfunded lending-related commitments	(42		)	62			(151		)	(102		)
Charge-offs:
Commercial	964			832			2,884			3,864
Commercial real estate	1,948			4,510			3,809			11,354
Home equity	1,116			748			3,547			3,745
Residential real estate	1,138			205			2,692			1,120
Premium finance receivables—commercial	1,595			1,557			4,384			4,259
Premium finance receivables—life insurance	—			—			—			—
Consumer and other	116			250			342			636
Total charge-offs	6,877			8,102			17,658			24,978
Recoveries:
Commercial	462			296			1,117			883
Commercial real estate	213			275			2,349			762
Home equity	42			99			129			478
Residential real estate	136			111			228			316
Premium finance receivables—commercial	278			289			1,065			920
Premium finance receivables—life insurance	16			1			16			5
Consumer and other	52			42			139			256
Total recoveries	1,199			1,113			5,043			3,620
Net charge-offs	(5,678		)	(6,989		)	(12,615		)	(21,358		)
Allowance for loan losses at period end	$	102,996		$	91,019		$	102,996		$	91,019
Allowance for unfunded lending-related commitments at period end	926			822			926			822
Allowance for credit losses at period end	$	103,922		$	91,841		$	103,922		$	91,841
Annualized net charge-offs by category as a percentage of its own respective category’s average:
Commercial	0.05		%	0.06		%	0.06		%	0.11		%
Commercial real estate	0.13			0.38			0.04			0.33
Home equity	0.55			0.36			0.62			0.61
Residential real estate	0.42			0.05			0.37			0.15
Premium finance receivables—commercial	0.21			0.20			0.18			0.19
Premium finance receivables—life insurance	—			—			—			—
Consumer and other	0.17			0.49			0.17			0.30
Total loans, net of unearned income, excluding covered loans	0.14		%	0.19		%	0.11		%	0.21		%
Net charge-offs as a percentage of the provision for credit losses	65.53		%	115.95		%	51.39		%	132.29		%
Loans at period-end, excluding covered loans	$	16,316,211		$	14,052,059
Allowance for loan losses as a percentage of loans at period end	0.63		%	0.65		%
Allowance for credit losses as a percentage of loans at period end	0.64		%	0.65		%

The allowance for credit losses, excluding the allowance for covered loan losses, is comprised of an allowance for loan losses, which is determined with respect to loans that we have originated, and an allowance for lending-related commitments. Our allowance for lending-related commitments is determined with respect to funds that we have committed to lend but for which funds have not yet been disbursed and is computed using a methodology similar to that used to determine the allowance for loan losses. The allowance for unfunded lending-related commitments totaled $926,000 and $822,000 as of September 30, 2015 and September 30, 2014, respectively.

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Additions to the allowance for loan losses are charged to earnings through the provision for credit losses. Charge-offs represent the amount of loans that have been determined to be uncollectible during a given period, and are deducted from the allowance for loan losses, and recoveries represent the amount of collections received from loans that had previously been charged off, and are credited to the allowance for loan losses. See Note 7 of the Consolidated Financial Statements presented under Item 1 of this report for further discussion of activity within the allowance for loan losses during the period and the relationship with respective loan balances for each loan category and the total loan portfolio, excluding covered loans.

How We Determine the Allowance for Credit Losses

The allowance for loan losses includes an element for estimated probable but undetected losses and for imprecision in the credit risk models used to calculate the allowance. If the loan is impaired, the Company analyzes the loan for purposes of calculating our specific impairment reserves as part of the Problem Loan Reporting system review. A general reserve is separately determined for loans not considered impaired. See Note 7 of the Consolidated Financial Statements presented under Item 1 of this report for further discussion of the specific impairment reserve and general reserve as it relates to the allowance for credit losses for each loan category and the total loan portfolio, excluding covered loans.

Specific Impairment Reserves:

Loans with a credit risk rating of a 6 through 9 are reviewed on a monthly basis to determine if (a) an amount is deemed uncollectible (a charge-off) or (b) it is probable that the Company will be unable to collect amounts due in accordance with the original contractual terms of the loan (impaired loan). If a loan is impaired, the carrying amount of the loan is compared to the expected payments to be reserved, discounted at the loan’s original rate, or for collateral dependent loans, to the fair value of the collateral less the estimated cost to sell. Any shortfall is recorded as a specific impairment reserve.

At September 30, 2015, the Company had $113.0 million of impaired loans with $51.1 million of this balance requiring $8.5 million of specific impairment reserves. At June 30, 2015, the Company had $103.4 million of impaired loans with $50.7 million of this balance requiring $10.1 million of specific impairment reserves. The most significant fluctuations in impaired loans with specific impairment from June 30, 2015 to September 30, 2015 occurred within the industrial portfolio. The recorded investment and specific impairment reserves in this portfolio increased $8.8 million and $992,000, respectively, which was primarily the result of one credit relationship with a recorded investment of $9.3 million becoming non-accrual at September 30, 2015. See Note 7 of the Consolidated Financial Statements presented under Item 1 of this report for further discussion of impaired loans and the related specific impairment reserve.

General Reserves:

For loans with a credit risk rating of 1 through 7 that are not considered impaired loans, reserves are established based on the type of loan collateral, if any, and the assigned credit risk rating. Determination of the allowance is inherently subjective as it requires significant estimates, including the amounts and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on the average historical loss experience over a five-year period, and consideration of current environmental factors and economic trends, all of which may be susceptible to significant change.

We determine this component of the allowance for loan losses by classifying each loan into (i) categories based on the type of collateral that secures the loan (if any), and (ii) one of ten categories based on the credit risk rating of the loan, as described above under “Past Due Loans and Non-Performing Assets.” Each combination of collateral and credit risk rating is then assigned a specific loss factor that incorporates the following factors:


•	historical loss experience;


•	changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses;


•	changes in national, regional, and local economic and business conditions and developments that affect the collectibility of the portfolio;


•	changes in the nature and volume of the portfolio and in the terms of the loans;


•	changes in the experience, ability, and depth of lending management and other relevant staff;


•	changes in the volume and severity of past due loans, the volume of non-accrual loans, and the volume and severity of adversely classified or graded loans;

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•	changes in the quality of the bank’s loan review system;


•	changes in the underlying collateral for collateral dependent loans;


•	the existence and effect of any concentrations of credit, and changes in the level of such concentrations; and


•	the effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the bank’s existing portfolio.

In the second quarter of 2012, the Company modified its historical loss experience analysis from incorporating five-year average loss rate assumptions to incorporating three−year average loss rate assumptions. The reason for the migration at that time was charge-off rates from earlier years in the five-year period were no longer relevant as that period was characterized by historically low credit losses which then built up to a peak in credit losses as a result of the stressed economic environment and depressed real estate valuations that affected both the U.S. economy, generally, and the Company’s local markets.

In the second quarter of 2015, the Company returned to incorporating five-year average loss rate assumptions for its historical loss experience to capture an extended credit cycle. The five−year average loss rate assumption analysis is computed for each of the Company’s collateral codes. The historical loss experience is combined with the specific loss factor for each combination of collateral and credit risk rating which is then applied to each individual loan balance to determine an appropriate general reserve. The historical loss rates are updated on a quarterly basis and are driven by the performance of the portfolio and any changes to the specific loss factors are driven by management judgment and analysis of the factors described above. The Company also analyzes the three- and four-year average historical loss rates on a quarterly basis as a comparison.

Home Equity and Residential Real Estate Loans:

The determination of the appropriate allowance for loan losses for residential real estate and home equity loans differs slightly from the process used for commercial and commercial real estate loans. The same credit risk rating system, Problem Loan Reporting system, collateral coding methodology and loss factor assignment are used. The only significant difference is in how the credit risk ratings are assigned to these loans.

The home equity loan portfolio is reviewed on a loan by loan basis by analyzing current FICO scores of the borrowers, line availability, recent line usage, an approaching maturity and the aging status of the loan. Certain of these factors, or combination of these factors, may cause a portion of the credit risk ratings of home equity loans across all banks to be downgraded. Similar to commercial and commercial real estate loans, once a home equity loan’s credit risk rating is downgraded to a 6 through 9, the Company’s Managed Asset Division reviews and advises the subsidiary banks as to collateral valuations and as to the ultimate resolution of the credits that deteriorate to a non-accrual status to minimize losses.

Residential real estate loans that are downgraded to a credit risk rating of 6 through 9 also enter the problem loan reporting system and have the underlying collateral evaluated by the Managed Assets Division.

Premium Finance Receivables:

The determination of the appropriate allowance for loan losses for premium finance receivables is based on the assigned credit risk rating of loans in the portfolio. Loss factors are assigned to each risk rating in order to calculate an allowance for credit losses. The allowance for loan losses for these categories is entirely a general reserve.

Effects of Economic Recession and Real Estate Market:

In recent years, the Company’s primary markets, which are mostly in suburban Chicago, have not experienced the same levels of credit deterioration in residential mortgage and home equity loans as certain other major metropolitan markets, however, the Company’s markets have clearly been under stress. As of September 30, 2015, home equity loans and residential mortgages comprised 5% and 3%, respectively, of the Company’s total loan portfolio. At September 30, 2015 (excluding covered loans), approximately 2.8% of all of the Company’s residential mortgage loans, excluding covered loans and PCI loans, and approximately 1.1% of all of the Company’s home equity loans, are on nonaccrual status or more than one payment past due. Current delinquency statistics of these two portfolios, demonstrating that although there is stress in the Chicago metropolitan and southern Wisconsin markets, our portfolios of residential mortgages and home equity loans are performing reasonably well as reflected in the aging of the Company’s loan portfolio table shown earlier in this section.

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Methodology in Assessing Impairment and Charge-off Amounts

In determining the amount of impairment or charge-offs associated with collateral dependent loans, the Company values the loan generally by starting with a valuation obtained from an appraisal of the underlying collateral and then deducting estimated selling costs to arrive at a net appraised value. We obtain the appraisals of the underlying collateral typically on an annual basis from one of a pre-approved list of independent, third party appraisal firms. Types of appraisal valuations include “as-is”, “as-complete”, “as-stabilized”, bulk, fair market, liquidation and “retail sellout” values.

In many cases, the Company simultaneously values the underlying collateral by marketing the property to market participants interested in purchasing properties of the same type. If the Company receives offers or indications of interest, we will analyze the price and review market conditions to assess whether in light of such information the appraised value overstates the likely price and that a lower price would be a better assessment of the market value of the property and would enable us to liquidate the collateral. Additionally, the Company takes into account the strength of any guarantees and the ability of the borrower to provide value related to those guarantees in determining the ultimate charge-off or reserve associated with any impaired loans. Accordingly, the Company may charge-off a loan to a value below the net appraised value if it believes that an expeditious liquidation is desirable in the circumstance and it has legitimate offers or other indications of interest to support a value that is less than the net appraised value. Alternatively, the Company may carry a loan at a value that is in excess of the appraised value if the Company has a guarantee from a borrower that the Company believes has realizable value. In evaluating the strength of any guarantee, the Company evaluates

the financial wherewithal of the guarantor, the guarantor’s reputation, and the guarantor’s willingness and desire to work with the Company. The Company then conducts a review of the strength of a guarantee on a frequency established as the circumstances and conditions of the borrower warrant.

In circumstances where the Company has received an appraisal but has no third party offers or indications of interest, the Company may enlist the input of realtors in the local market as to the highest valuation that the realtor believes would result in a liquidation of the property given a reasonable marketing period of approximately 90 days. To the extent that the realtors’ indication of market clearing price under such scenario is less than the net appraised valuation, the Company may take a charge-off on the loan to a valuation that is less than the net appraised valuation.

The Company may also charge-off a loan below the net appraised valuation if the Company holds a junior mortgage position in a piece of collateral whereby the risk to acquiring control of the property through the purchase of the senior mortgage position is deemed to potentially increase the risk of loss upon liquidation due to the amount of time to ultimately market the property and the volatile market conditions. In such cases, the Company may abandon its junior mortgage and charge-off the loan balance in full.

In other cases, the Company may allow the borrower to conduct a “short sale,” which is a sale where the Company allows the borrower to sell the property at a value less than the amount of the loan. Many times, it is possible for the current owner to receive a better price than if the property is marketed by a financial institution which the market place perceives to have a greater desire to liquidate the property at a lower price. To the extent that we allow a short sale at a price below the value indicated by an appraisal, we may take a charge-off beyond the value that an appraisal would have indicated.

Other market conditions may require a reserve to bring the carrying value of the loan below the net appraised valuation such as litigation surrounding the borrower and/or property securing our loan or other market conditions impacting the value of the collateral.

Having determined the net value based on the factors such as those noted above and compared that value to the book value of the loan, the Company arrives at a charge-off amount or a specific reserve included in the allowance for loan losses. In summary, for collateral dependent loans, appraisals are used as the fair value starting point in the estimate of net value. Estimated costs to sell are deducted from the appraised value to arrive at the net appraised value. Although an external appraisal is the primary source of valuation utilized for charge-offs on collateral dependent loans, alternative sources of valuation may become available between appraisal dates. As a result, we may utilize values obtained through these alternating sources, which include purchase and sale agreements, legitimate indications of interest, negotiated short sales, realtor price opinions, sale of the note or support from guarantors, as the basis for charge-offs. These alternative sources of value are used only if deemed to be more representative of value based on updated information regarding collateral resolution. In addition, if an appraisal is not deemed current, a discount to appraised value may be utilized. Any adjustments from appraised value to net value are detailed and justified in an impairment analysis, which is reviewed and approved by the Company’s Managed Assets Division.

TDRs

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ability to pay. The balance decreased from $62.8 million representing 122 credits at June 30, 2015 and decreased from $83.4 million representing 145 credits at September 30, 2014.

Concessions were granted on a case-by-case basis working with these borrowers to find modified terms that would assist them in retaining their businesses or their homes and attempt to keep these loans in an accruing status for the Company. Typical concessions include reduction of the interest rate on the loan to a rate considered lower than market and other modification of terms including forgiveness of a portion of the loan balance, extension of the maturity date, and/or modifications from principal and interest payments to interest-only payments for a certain period. See Note 7 of the Consolidated Financial Statements presented under Item 1 of this report for further discussion regarding the effectiveness of these modifications in keeping the modified loans current based upon contractual terms.

Subsequent to its restructuring, any TDR that becomes nonaccrual or more than 90 days past-due and still accruing interest will be included in the Company’s nonperforming loans. Each TDR was reviewed for impairment at September 30, 2015 and approximately $3.4 million of impairment was present and appropriately reserved for through the Company’s normal reserving methodology in the Company’s allowance for loan losses. Additionally, at September 30, 2015, the Company was committed to lend additional funds to borrowers totaling $20,000 under the contractual terms of TDRs.

The table below presents a summary of restructured loans for the respective periods, presented by loan category and accrual status:



	September 30,			June 30,			September 30,
(Dollars in thousands)	2015			2015			2014
Accruing TDRs:
Commercial	$	5,717		$	6,039		$	5,517
Commercial real estate	39,867			42,210			61,288
Residential real estate and other	3,589			3,925			3,063
Total accruing TDRs	$	49,173		$	52,174		$	69,868
Non-accrual TDRs: ⁽¹⁾
Commercial	$	147		$	165		$	927
Commercial real estate	5,778			6,240			9,153
Residential real estate and other	4,222			4,197			3,437
Total non-accrual TDRs	$	10,147		$	10,602		$	13,517
Total TDRs:
Commercial	$	5,864		$	6,204		$	6,444
Commercial real estate	45,645			48,450			70,441
Residential real estate and other	7,811			8,122			6,500
Total TDRs	$	59,320		$	62,776		$	83,385
Weighted-average contractual interest rate of TDRs	4.04		%	4.05		%	4.05		%


(1)	Included in total non-performing loans.

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TDR Rollforward

The table below presents a summary of TDRs as of September 30, 2015 and September 30, 2014, and shows the changes in the balance during those periods:



Three Months Ended September 30, 2015 (Dollars in thousands)	Commercial			Commercial Real Estate			Residential Real Estate and Other			Total
Balance at beginning of period	$	6,204		$	48,450		$	8,122		$	62,776
Additions during the period	—						222			222
Reductions:
Charge-offs	—			(267		)	(52		)	(319		)
Transferred to OREO and other repossessed assets	—			—			(175		)	(175		)
Removal of TDR loan status ⁽¹⁾	(234		)	(1,581		)	—			(1,815		)
Payments received	(106		)	(957		)	(306		)	(1,369		)
Balance at period end	$	5,864		$	45,645		$	7,811		$	59,320



Three Months Ended September 30, 2014 (Dollars in thousands)	Commercial			Commercial Real Estate			Residential Real Estate and Other			Total
Balance at beginning of period	$	6,417		$	75,834		$	5,856		$	88,107
Additions during the period	—			—			667			667
Reductions:
Charge-offs	(28		)	(2,584		)	—			(2,612		)
Transferred to OREO and other repossessed assets	—			—			—			—
Removal of TDR loan status ⁽¹⁾	—			—			—			—
Payments received	55			(2,809		)	(23		)	(2,777		)
Balance at period end	$	6,444		$	70,441		$	6,500		$	83,385



Nine Months Ended September 30, 2015 (Dollars in thousands)	Commercial			Commercial Real Estate			Residential Real Estate and Other			Total
Balance at beginning of period	$	7,576		$	67,623		$	7,076		$	82,275
Additions during the period	—			169			1,664			1,833
Reductions:
Charge-offs	(397		)	(268		)	(92		)	(757		)
Transferred to OREO and other repossessed assets	(562		)	(2,290		)	(279		)	(3,131		)
Removal of TDR loan status ⁽¹⁾	(471		)	(10,151		)	—			(10,622		)
Payments received	(282		)	(9,438		)	(558		)	(10,278		)
Balance at period end	$	5,864		$	45,645		$	7,811		$	59,320



Nine Months Ended September 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			887			8,152
Reductions:										—
Charge-offs	(51		)	(6,316		)	(479		)	(6,846		)
Transferred to OREO and other repossessed assets	(252		)	(16,057		)	—			(16,309		)
Removal of TDR loan status ⁽¹⁾	(383		)	—			—			(383		)
Payments received	(346		)	(7,898		)	(88		)	(8,332		)
Balance at period end	$	6,444		$	70,441		$	6,500		$	83,385


(1)	Loan was previously classified as a TDR 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.

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Other Real Estate Owned

In certain circumstances, the Company is required to take action against the real estate collateral of specific loans. The Company uses foreclosure only as a last resort for dealing with borrowers experiencing financial hardships. The Company employs extensive contact and restructuring procedures to attempt to find other solutions for our borrowers. The tables below present a summary of other real estate owned, excluding covered other real estate owned, and shows the activity for the respective periods and the balance for each property type:



	Three Months Ended						Nine Months Ended
(Dollars in thousands)	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
Balance at beginning of period	$	42,080		$	59,588		$	45,642		$	50,454
Disposal/resolved	(7,611		)	(12,196		)	(20,532		)	(26,556		)
Transfers in at fair value, less costs to sell	6,159			3,150			16,402			30,521
Transfers in from covered OREO subsequent to loss share expiration	7,316			—			7,316			—
Additions from acquisition	4,617			—			5,378			—
Fair value adjustments	(681		)	(165		)	(2,326		)	(4,042		)
Balance at end of period	$	51,880		$	50,377		$	51,880		$	50,377



	Period End
(Dollars in thousands)	September 30, 2015		June 30, 2015		September 30, 2014
Residential real estate	$	12,577	$	6,408	$	8,754
Residential real estate development	3,147		3,031		3,135
Commercial real estate	36,156		32,641		38,488
Total	$	51,880	$	42,080	$	50,377

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LIQUIDITY

Wintrust manages the liquidity position of its banking operations to ensure that sufficient funds are available to meet customers’ needs for loans and deposit withdrawals. The liquidity to meet these demands is provided by maturing assets, liquid assets that can be converted to cash and the ability to attract funds from external sources. Liquid assets refer to money market assets such as Federal funds sold and interest bearing deposits with banks, as well as available-for-sale debt securities which are not pledged to secure public funds.

The Company believes that it has sufficient funds and access to funds to meet its working capital and other needs. Please refer to Management's Discussion and Analysis of Financial Condition and Results of Operation - Interest-Earning Assets, -Deposits, -Other Funding Sources and -Shareholders’ Equity sections of this report for additional information regarding the Company’s liquidity position.

INFLATION

A banking organization’s assets and liabilities are primarily monetary. Changes in the rate of inflation do not have as great an impact on the financial condition of a bank as do changes in interest rates. Moreover, interest rates do not necessarily change at the same percentage as inflation. Accordingly, changes in inflation are not expected to have a material impact on the Company. An analysis of the Company’s asset and liability structure provides the best indication of how the organization is positioned to respond to changing interest rates. See “Quantitative and Qualitative Disclosures About Market Risks” section of this report for additional information.

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 2014 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 and southern Wisconsin;


•	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;

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•	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;


•	changes in U.S. monetary policy;


•	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;


•	delinquencies or fraud with respect to the Company's commercial equipment finance and leasing business;


•	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 or events that arise after the date the forward-looking statement was made. 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.

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ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

As an ongoing part of its financial strategy, the Company attempts to manage the impact of fluctuations in market interest rates on net interest income. This effort entails providing a reasonable balance between interest rate risk, credit risk, liquidity risk and maintenance of yield. Asset-liability management policies are established and monitored by management in conjunction with the boards of directors of the banks, subject to general oversight by the Risk Management Committee of the Company’s Board of Directors. The policies establish guidelines for acceptable limits on the sensitivity of the market value of assets and liabilities to changes in interest rates.

Interest rate risk arises when the maturity or re-pricing periods and interest rate indices of the interest earning assets, interest bearing liabilities, and derivative financial instruments are different. It is the risk that changes in the level of market interest rates will result in disproportionate changes in the value of, and the net earnings generated from, the Company’s interest earning assets, interest bearing liabilities and derivative financial instruments. The Company continuously monitors not only the organization’s current net interest margin, but also the historical trends of these margins. In addition, management attempts to identify potential adverse changes in net interest income in future years as a result of interest rate fluctuations by performing simulation analysis of various interest rate environments. If a potential adverse change in net interest margin and/or net income is identified, management would take appropriate actions with its asset-liability structure to mitigate these potentially adverse situations. Please refer to Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of the net interest margin.

Since the Company’s primary source of interest bearing liabilities is from customer deposits, the Company’s ability to manage the types and terms of such deposits is somewhat limited by customer preferences and local competition in the market areas in which the banks operate. The rates, terms and interest rate indices of the Company’s interest earning assets result primarily from the Company’s strategy of investing in loans and securities that permit the Company to limit its exposure to interest rate risk, together with credit risk, while at the same time achieving an acceptable interest rate spread.

The Company’s exposure to interest rate risk is reviewed on a regular basis by management and the Risk Management Committees of the boards of directors of the banks and the Company. The objective of the review is to measure the effect on net income and to adjust balance sheet and derivative financial instruments to minimize the inherent risk while at the same time maximize net interest income.

The following interest rate scenarios display the percentage change in net interest income over a one-year time horizon assuming increases and decreases of 100 and 200 basis points. The Static Shock Scenario results incorporate actual cash flows and repricing characteristics for balance sheet instruments following an instantaneous, parallel change in market rates based upon a static (i.e. no growth or constant) balance sheet. Conversely, the Ramp Scenario results incorporate management’s projections of future volume and pricing of each of the product lines following a gradual, parallel change in market rates over twelve months. Actual results may differ from these simulated results due to timing, magnitude, and frequency of interest rate changes as well as changes in market conditions and management strategies. The interest rate sensitivity for both the Static Shock and Ramp Scenarios at September 30, 2015, December 31, 2014 and Septebmer 30, 2014 is as follows:



Static Shock Scenarios	+200 Basis Points		+100 Basis Points		-100 Basis Points
September 30, 2015	15.6	%	8.0	%	(11.1	)%
December 31, 2014	13.4	%	6.4	%	(10.1	)%
September 30, 2014	13.7	%	6.2	%	(11.1	)%



Ramp Scenarios	+200 Basis Points		+100 Basis Points		-100 Basis Points
September 30, 2015	6.7	%	3.6	%	(4.0	)%
December 31, 2014	5.4	%	2.5	%	(3.9	)%
September 30, 2014	5.0	%	2.6	%	(5.0	)%

One method utilized by financial institutions, including the Company, to manage interest rate risk is to enter into derivative financial instruments. Derivative financial instruments include interest rate swaps, interest rate caps and floors, futures, forwards, option contracts and other financial instruments with similar characteristics. Additionally, the Company enters into commitments to fund certain mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery

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of mortgage loans to third party investors. See Note 13 of the Consolidated Financial Statements presented under Item 1 of this report for further information on the Company’s derivative financial instruments.

During the third quarter of 2015, the Company entered into certain covered call option transactions related to certain securities held by the Company. The Company uses these option transactions (rather than entering into other derivative interest rate contracts, such as interest rate floors) to economically hedge positions and compensate for net interest margin compression by increasing the total return associated with the related securities through fees generated from these options. Although the revenue received from these options is recorded as non-interest income rather than interest income, the increased return attributable to the related securities from these options contributes to the Company’s overall profitability. The Company’s exposure to interest rate risk may be impacted by these transactions. To mitigate this risk, the Company may acquire fixed rate term debt or use financial derivative instruments. There were no covered call options outstanding as of September 30, 2015.

ITEM 4

CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Company’s Chief Executive Officer and Chief Financial Officer carried out an evaluation under their supervision, with the participation of other members of management as they deemed appropriate, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as contemplated by Exchange Act Rule 13a-15. Based upon, and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective, in all material respects, in timely alerting them to material information relating to the Company (and its consolidated subsidiaries) required to be included in the periodic reports the Company is required to file and submit to the SEC under the Exchange Act.

There were no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the period that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II —

Item 1: Legal Proceedings

The Company and its subsidiaries, from time to time, are subject to pending and threatened legal action and proceedings arising

in the ordinary course of business.

In accordance with applicable accounting principles, the Company establishes an accrued liability for litigation and threatened litigation actions and proceedings when those actions present loss contingencies which are both probable and estimable. In actions for which a loss is reasonably possible in future periods, the Company determines whether it can estimate a loss or range of possible loss. To determine whether a possible loss is estimable, the Company reviews and evaluates its material litigation on an ongoing basis, in conjunction with any outside counsel handling the matter, in light of potentially relevant factual and legal developments. This review may include information learned through the discovery process, rulings on substantive or dispositive motions, and settlement discussions.

On March 15, 2012, a former mortgage loan originator employed by Wintrust Mortgage Company, named Wintrust, Barrington

Bank and its subsidiary, Wintrust Mortgage Company, as defendants in a Fair Labor Standards Act class action lawsuit filed in

the U.S. District Court for the Northern District of Illinois (the “FLSA Litigation”). The suit asserts that Wintrust Mortgage Company violated the federal Fair Labor Standards Act and challenges the manner in which Wintrust Mortgage Company classified its loan originators and compensated them for their work. The suit also seeks to assert these claims as a class. On September 30, 2013, the Court entered an order conditionally certifying an “opt-in” class in this case. Notice to the potential class members was sent on or about October 22, 2013, primarily informing the putative class of the right to opt-into the class and setting a deadline for same. Approximately 15% of the notice recipients joined the class. On September 26, 2014, the Court stayed actions by opt-in plaintiffs with arbitration agreements, which reduced the class size by more than 40%. The Court also denied the opt-in plaintiffs’ motion for equitable tolling, which the Company anticipates will reduce the class size by an additional 15%. On April 30, 2015, the parties settled the dispute for an immaterial amount and the Court approved the settlement on June 17, 2015.

On January 15, 2015, Lehman Brothers Holdings, Inc. sent a demand letter asserting that Wintrust Mortgage must indemnify it for losses arising from loans sold by Wintrust Mortgage to Lehman Brothers Bank, FSB under a Loan Purchase Agreement between Wintrust Mortgage, as successor to SGB Corporation, and Lehman Brothers Bank. While no litigation has been initiated, the demand is the precursor for triggering the alternative dispute resolution process mandated by the U.S. Bankruptcy Court for the Southern District of New York. Lehman Brothers Holdings, Inc. triggered the mandatory alternative dispute resolution process on October 16, 2015.

The Company has reserved an amount for the Lehman Brothers Holdings demand that is immaterial to its results of operations or financial condition. Such litigation and threatened litigation actions necessarily involve substantial uncertainty and it is not possible at this time to predict the ultimate resolution or to determine whether, or to what extent, any loss with respect to these legal proceedings may exceed the amounts reserved by the Company.

On August 28, 2015, Wintrust Mortgage received a demand from RFC Liquidating Trust asserting that that Wintrust Mortgage is liable to it for losses arising from loans sold by Wintrust Mortgage or its predecessors to Residential Funding Company LLC and/or related entities. No litigation has been initiated and the range of liability is not reasonably estimable at this time and it is not foreseeable when sufficient information will become available to provide a basis for recording a reserve, should a reserve ultimately be required.

Based on information currently available and upon consultation with counsel, management believes that the eventual outcome of any pending or threatened legal actions and proceedings will not have a material adverse effect on the operations or financial

condition of the Company. However, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to the results of operations or financial condition for a particular period.

Item 1A: Risk Factors

There were no material changes from the risk factors set forth under Part I, Item 1A “Risk Factors” in the Company’s Form 10-K for the fiscal year ended December 31, 2014.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

No purchases of the Company’s common shares were made by or on behalf of the Company or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended, during the three months ended September 30, 2015. There is currently no authorization to repurchase shares of outstanding common stock.

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Item 6: Exhibits:


(a)	Exhibits



31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document *

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

•

Includes the following financial information included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements

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SIGNATURES

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, thereunto duly authorized.



		WINTRUST FINANCIAL CORPORATION (Registrant)
Date:	November 9, 2015	/s/ DAVID L. STOEHR
		David L. Stoehr
		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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Wintrust Financial - 10-Q quarterly report FY2015 Q3

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