November, 2002 Dear Shareholders, This letter provides a brief update on our financial performance through the third quarter of 2002 and other news of Wintrust Financial Corporation. We have also attached the October 17, 2002 news release of our earnings for the quarter ended September 30, 2002 for your information. HIGHLIGHTS THROUGH THE THIRD QUARTER OF 2002 Despite the challenging economic environment, we again achieved record earnings and assets for this quarter. Following is a summary of our financial results and accomplishments for the period ended September 30, 2002: o Net income reached an all-time high of $7.3 million for the third quarter, an increase of 45% over the third quarter of 2001. For the first nine months of the year, net income totaled $20.0 million, an increase of $6.7 million, or 50%, compared to the prior year; o On a per share basis, net income for the third quarter of 2002 totaled $0.40 per diluted common share, an $0.08 per share, or 25%, increase as compared to the 2001 third quarter total of $0.32 per diluted common share. For the first nine months of 2002, diluted earnings per share equaled $1.16, a 25% increase over the $0.93 per share for the first nine months of 2001. The lower growth rate in the earnings per share as compared to net income was primarily due to the issuance of 762,742 shares in conjunction with the February 2002 acquisition of the Wayne Hummer Companies and the issuance of 1,362,750 additional shares of common stock in June and July of 2002 through an underwritten offering. Prior year per-share amounts are restated to reflect the three-for-two stock split declared in January 2002; o Return on average equity was 13.68% for the quarter and 14.98% for the first nine months of 2002; o Total assets rose to $3.58 billion as of September 30, 2002, an increase of $1.06 billion, or 42%, compared to a year ago; o Total deposits reached $2.97 billion at the end of the quarter, an increase of $787 million, or 36%, compared to September 30, 2001; o Total loans grew to $2.48 billion as of September 30, 2002, an increase of $660 million, or 36%, compared to a year ago; o Our asset quality remains very strong and manageable. The ratio of non-performing assets to total assets was 0.35% at September 30, 2002, and declined from the year ago level as well as the prior quarter level; <page> o Our net overhead ratio, a measure of operating efficiency, improved to 1.40% for the quarter from 1.52% in the prior year quarter; o The integration of the Wayne Hummer Companies into the Wintrust organization continues to proceed smoothly as discussed later in this letter; and o Construction is under way on three new banking locations--a temporary facility for Cary Bank & Trust (a new branch of Crystal Lake Bank & Trust), Libertyville Bank & Trust's South Libertyville facility and North Shore Community Bank & Trust's new Skokie facility. INCOME AND EARNINGS Despite the third quarter's economic weaknesses and the current low interest rate environment, net interest income in the quarter totaled $25.4 million, an increase of 33% compared to the third quarter of 2001. The increase in net interest income was fueled by consistent strong loan growth throughout the year. Average loans in the third quarter of 2002 increased $604 million, or 33%, over the same period of 2001. Partially offsetting the impact of this strong earning asset growth was a 20 basis point decline in the net interest margin for the third quarter of 2002 to 3.26%, compared with 3.46% in the third quarter of 2001. The Company has positioned its balance sheet to benefit from future rising interest rates. The net interest margin contracted in the current year quarter due to a flattening yield curve, our preference for variable rate commercial and commercial real estate loans, and agency securities with call options written against them being called with proceeds being reinvested in lower yielding liquid assets. Mitigating the continued margin pressure caused by a lower rate environment and a balance sheet positioned for rising rates, we realized a significant increase in fees on mortgage loans sold and additional opportunities for fees from covered call option transactions. Non-interest income totaled $16.0 million in the third quarter of 2002, increasing $8.9 million, or 125%, over the third quarter of 2001. The primary contributor to this increase was the additional fee income realized from the asset management and brokerage services of the recently acquired Wayne Hummer Companies. Trust, asset management and brokerage fees increased $6.2 million in the third quarter of 2002, compared to the same period of 2001. Fee income on mortgage loans sold was the other major contributor to the increase in non-interest income. For the current year quarter these fees totaled $3.8 million, an increase of $2.1 million, or 120%, from the 2001 third quarter. Non-interest expense totaled $27.9 million in the third quarter of 2002, increasing $11.6 million, or 71%, over the third quarter of 2001. Excluding the impact of the Wayne Hummer Companies, non-interest expense for the third quarter of 2002 increased $4.3 million, or 26%, compared to the third quarter of 2001. The growth in non-interest expense, excluding the impact of the Wayne Hummer Companies, is attributable to increases in salaries and benefits and operating costs as a result of continued growth and expansion of the banking franchise (including the commissions paid to mortgage originators described above and other costs related to increased mortgage loan activities), normal annual increases in salaries and increased costs of employee benefits. PERFORMANCE VERSUS GOAL TRENDS - 2 - <page> At Wintrust, we set aggressive goals and evaluate our performance versus those goals. Reaching these financial goals will make our Company a high performing bank relative to our peers. We have made good progress towards achieving most of these goals and expect continued improvement as our young franchises-- the de novo community banks, First Insurance Funding and Tricom--mature, and the synergies with the Wayne Hummer Companies are realized. The following table provides you with the recent history of our performance measures. <table> <caption> Quarter Ended ----------------------------------------------------------------- Sept. 30 June 30, Mar. 31, Dec. 31, Sept. 30, Goal 2002 2002 2002 2001 2001 ---- ---- ---- ---- ---- ---- <s> <c> <c> <c> <c> <c> <c> <c> Core Net Interest Margin (1) 4 - 4.5% 3.42% 3.74% 3.68% 3.50% 3.69% Net Overhead Ratio 1.5 - 2% 1.40% 1.63% 1.43% (2) 1.50% 1.52% Return on Average Equity 20 - 25% 13.68% 14.75% 17.12% (2) 14.74% 14.87% Return on Average Assets 1.5% 0.85% 0.85% 0.92% (2) 0.80% 0.83% Earnings per diluted Common share $0.40 $0.37 $0.40 (2) $0.33 $0.32 Non-Performing Assets as a percent of total assets 0.35% 0.37% 0.39% 0.48% 0.54% - ---------------------------- <fn> (1) By definition, our Core Net Interest Margin excludes the impact of interest expense associated with the Company's Trust Preferred Securities offerings. (2) Performance statistics were favorably impacted by pre-tax income of $1.25 million, or $754,000 after-tax, for a partial settlement related to a non-recurring charge recorded in 2000. Diluted earnings per share would have been $0.35 excluding this income. </fn> </table> NON-PERFORMING ASSETS In this slowing economic environment, we get many inquiries about the quality of our loan portfolio and whether we are experiencing any difficulties with our borrowers. We are pleased to report that the status of credit quality remains good. Non-performing assets totaled $12.5 million, or 0.35% of total assets, at September 30, 2002, reflecting a decrease from both the December 31, 2001 level of $13.1 million, or 0.48% of total assets, and the September 30, 2001 level of $13.6 million, or 0.54% of total assets. The level of non-performing loans in the Company's loan portfolio remains low and very manageable. Maintaining good asset quality requires relentless and constant diligence and continues to be one of our highest priorities. WAYNE HUMMER COMPANIES UPDATE We continue to make good progress with the integration of the Wayne Hummer Companies (WHC) into Wintrust Financial Corporation. Here is a summary of the progress we've made to date: - 3 - <page> o In May, we formally changed the name of our Wintrust Asset Management Company to Wayne Hummer Trust Company (WHTC), thus unifying all of our trust and investment services under the well-respected Wayne Hummer brand name; o In June, we kicked off our Insured Bank Deposits(TM) program and to date have "migrated" over $180 million from the Wayne Hummer money market mutual funds to low cost deposit accounts at our affiliated banks. Our goal is to deploy these funds into loans, resulting in significantly higher earnings potential at the affiliate banks than the fee income otherwise generated by the mutual funds. The migration of additional funds to the affiliate banks is dependent on the desire of the customers to make the transition of their funds into FDIC insured bank accounts, the capital capacity of the Company and the availability of suitable loans/investments in which to deploy the funds. Wintrust estimates that approximately $200-$300 million in total may be migrated to bank deposits by year-end; o In August, we launched Wayne Hummer Banking Services(TM)(provided by our North Shore Community Bank & Trust) to Wayne Hummer clients; o In September, we introduced WHTC trust services to Wayne Hummer clients. This represents a sizeable cross sell opportunity for us; o Also in September, we began advertising the Wayne Hummer brand in our bank marketing areas; o In October we kicked off a new innovative business development marketing program for Wayne Hummer's Focused Investments as we aggressively look to expand our third-party-marketer investment services for community banks; and o In November, we placed the first Wayne Hummer broker into one of our bank facilities. We continue to be approached by brokers from firms around Chicago that would like to join our growing Wayne Hummer franchise. With an aggressive recruiting program underway, we expect to have Wayne Hummer brokers in our key bank locations by early 2003. This is a significant growth opportunity for us--as these new brokers bring with them their current book of business and begin to offer these new services to our bank customer base. MARKET CAPITALIZATION As of the date of this writing (November 5), our stock price stood at $32.41, reflecting a market capitalization of approximately $556 million. This represents an increase of 88% since the beginning of the year. The increase in market capitalization is due to a 59% increase in our stock price since the beginning of the year as well as the issuance of additional shares during the last nine months. In October 2002, Wintrust Financial Corporation was added to the S&P SmallCap 600 Index. We are pleased to be included in this index as it increases the Company's visibility to a broad range of new institutional investors. - 4 - <page> SUMMARY In summary, we are very pleased with the continued growth in earnings, revenues and assets in the third quarter. We are working diligently to continue our unique growth story while improving our earnings level and your shareholder value. Yours truly, John S. Lillard Edward J. Wehmer David A. Dykstra Chairman President & CEO Sr. EVP & COO - -------------------------------------------------------------------------------- FORWARD-LOOKING STATEMENTS - -------------------------------------------------------------------------------- This letter contains forward-looking statements related to the Company's financial performance that are based on estimates. Wintrust intends such forward-looking statements to be covered by the safe harbor provision 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. Actual results could differ materially from those addressed in the forward-looking statements due to factors such as changes in economic conditions, competition, or other factors that may influence the anticipated growth rate of loans and deposits, the quality of the loan portfolio and loan and deposit pricing, unanticipated changes in interest rates that negatively impact net interest income, future events that may cause unforeseen loan or lease losses, slower than anticipated development and growth of Tricom and the trust and investment business, unanticipated changes in the temporary staffing industry, the ability to adapt successfully to technological changes to compete effectively in the marketplace, competition and the related pricing of brokerage and asset management products, unforeseen difficulties in integrating the acquisition of the Wayne Hummer Companies, the ability to pursue acquisition and expansion strategies and the ability to attract and retain experienced senior management. Therefore, there can be no assurances that future actual results will correspond to these forward-looking statements. - 5 - <page> WINTRUST FINANCIAL CORPORATION 727 North Bank Lane, Lake Forest, Illinois 60045 News Release FOR IMMEDIATE RELEASE October 17, 2002 - --------------------- FOR MORE INFORMATION CONTACT: Edward J. Wehmer, President & Chief Executive Officer David A. Dykstra, Senior Executive Vice President, Chief Operating Officer & Chief Financial Officer (847) 615-4096 Website address: www.wintrust.com WINTRUST FINANCIAL CORPORATION REPORTS -------------------------------------- THIRD QUARTER EARNINGS; ----------------------- THIRD QUARTER NET EARNINGS UP 45% --------------------------------- LAKE FOREST, ILLINOIS -- Wintrust Financial Corporation ("Wintrust") (Nasdaq: WTFC) announced quarterly net income of $7.3 million for the quarter ended September 30, 2002, an increase of $2.3 million, or 45%, over the $5.0 million recorded in the third quarter of 2001. On a per share basis, net income for the third quarter of 2002 totaled $0.40 per diluted common share, an $0.08 per share, or 25%, increase as compared to the 2001 third quarter total of $0.32 per diluted common share. The lower growth rate in the earnings per share as compared to net income was primarily due to the issuance of 762,742 shares in conjunction with the February 2002 acquisition of the Wayne Hummer Companies and the issuance of 1,362,750 additional shares of common stock in June and July of 2002. The return on average equity for the third quarter of 2002 stood at 13.68%. For the first nine months of 2002, net income totaled $20.0 million, or $1.16 per diluted common share, an increase of $6.7 million, or 50%, when compared to $13.3 million, or $0.93 per diluted common share, for the same period in 2001. Return on average equity for the first nine months of 2002 was 14.98% versus 15.44% for the same period of 2001. "We remain pleased with our overall performance. Total assets have increased by over $1 billion in the last 12 months. This 42% balance sheet growth has not compromised our commitment to asset quality as evidenced by our excellent non-performing asset ratios," commented Edward J. Wehmer, President and Chief Executive Officer. "Positioning the balance sheet to take advantage of future interest rate increases has caused some near-term net interest margin compression. Continued earning asset growth, successful residential - 1 - <page> mortgage lending activities and other opportunities that took advantage of the flattening yield curve have offset this margin compression. These are challenging times in the financial services industry and our employees have always been able to effectively deal with the changing environment. Accordingly, we remain comfortable that we will be able to meet or exceed the analysts' consensus earnings estimate for 2002 of $1.53 per share." Wintrust's key operating measures continue to show impressive growth rates in 2002 as compared to the prior year as evidenced by the table below: <table> <caption> Nine Months Nine Months Ended Ended % or September 30, September 30, basis point (bp) (Dollars in thousands, except per share data) 2002 2001 change - ---------------------------------------------------- ------------------- ------------------ ------------------- <s> <c> <c> <c> Net income $ 19,953 $ 13,275 50.3 % Net income per common share - Diluted $ 1.16 $ 0.93 24.7 % Net revenues $ 114,480 $ 75,763 51.1 % Net interest income $ 72,000 $ 54,421 32.3 % Net interest margin 3.42 % 3.57 % (15)bp Core net interest margin (1) 3.60 % 3.82 % (22)bp Net overhead ratio (2) 1.48 % 1.62 % (14)bp Return on average assets 0.87 % 0.79 % 8 bp Return on average equity 14.98 % 15.44 % (46)bp At end of period Total assets $ 3,576,775 $ 2,515,396 42.2 % Total loans, net of unearned income $ 2,483,892 $ 1,823,801 36.2 % Total deposits $ 2,971,485 $ 2,184,309 36.0 % Book value per common share $ 12.71 $ 9.51 33.6 % Market price per common share $ 28.65 $ 20.70 38.4 % Common shares outstanding (in thousands) 17,148 14,510 18.2 % - ------------------------------------------------------------------------------------------------------------------------ <fn> (1) Core net interest margin excludes interest expense associated with Wintrust's Long-term Debt - Trust Preferred Securities. (2) 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. </fn> </table> Wintrust Financial Corporation was added to the S&P SmallCap 600 Index in October 2002. Wintrust's inclusion in the index increases the Company's visibility to a broad range of new institutional investors. - 2 - <page> On January 24, 2002, Wintrust's Board of Directors declared a 3-for-2 stock split of its common stock, effected in the form of a 50% stock dividend, paid on March 14, 2002 to shareholders of record as of March 4, 2002. All historical share data and per share amounts have been restated to reflect this split. On February 20, 2002, Wintrust completed its acquisition of Wayne Hummer Investments, LLC (including its wholly owned subsidiary, Focused Investments LLC) and Wayne Hummer Asset Management Company (collectively, the "Wayne Hummer Companies"). Accounted for as a purchase, the Wayne Hummer Companies results of operations are included only since the effective date of acquisition in Wintrust's first nine months of 2002 results. The integration of the Wayne Hummer Companies into the Wintrust organization is proceeding smoothly. As of September 30, 2002, we have migrated approximately $179.8 million of customers' funds from the money market mutual fund into insured bank deposits of the Wintrust banks. The introduction of bank and trust products to customers of the Wayne Hummer Companies has started, as well as the referral of banking customers to Wayne Hummer's brokerage operation. We now are actively pursuing the placement of brokerage representatives into the markets served by Wintrust banks. The results for the first nine months of 2002 include pre-tax income of $1.25 million, or $754,000 after-tax, for a partial settlement received in the first quarter of 2002 related to a non-recurring charge recorded in 2000. Excluding this settlement income, net income in the first nine months of 2002 was $19.2 million, or $1.12 per diluted share. Included in the first nine months of 2001, is a cumulative effect of a change in accounting for interest rate caps, which resulted in an after-tax charge of $254,000, or $0.02 per diluted share. Total assets rose to $3.6 billion at September 30, 2002, an increase of $1.1 billion, or 42%, compared to $2.5 billion a year ago, and an increase of $871 million, or 43% on an annualized basis, since December 31, 2001. Total deposits as of September 30, 2002 were $3.0 billion, an increase of $787 million, or 36%, as compared to $2.2 billion at September 30, 2001, and an increase of $657 million, or 38% on an annualized basis, since year-end 2001. Total loans grew to $2.5 billion as of September 30, 2002, a $660 million, or 36%, increase over the $1.8 billion balance as of a year ago, and a $465 million, or 31% on an annualized basis, increase since December 31, 2001. - 3 - <page> For the third quarter of 2002, net interest income totaled $25.4 million, increasing $6.3 million, or 33%, compared to the third quarter of 2001. Average earning assets grew $900 million over the third quarter of 2001, a 41% increase. Despite the third quarter's economic weaknesses and the current interest rate environment, net interest income in the quarter increased by $1.0 million, or 4%, over the second quarter of 2002. Strong loan growth in the third quarter of 2002 continued to fuel earning asset growth as average loans increased over the second quarter of 2002 by $233 million, or 42% on an annualized basis. Offsetting the impact of this outstanding earning asset growth in the quarter was a decline in the net interest margin for the third quarter of 2002 to 3.26%, compared with 3.56% in the second quarter of 2002. The Company has positioned its balance sheet to benefit from future rising interest rates. The net interest margin contracted in the third quarter due to a flattening yield curve, our preference for variable rate commercial and commercial real estate loans and agency securities with call options written against them being called with proceeds being reinvested in lower yielding liquid assets. Mitigating the continued margin pressure caused by a lower rate environment and a balance sheet positioned for rising rates, we experienced a significant increase in fees on mortgage loans sold and additional opportunities to realize fees from covered call option transactions. Non-interest income totaled $42.5 million for the first nine months of 2002, increasing $21.1 million, or 99%, over the same period in 2001 and totaled $16.0 million in the third quarter of 2002, increasing $8.9 million, or 125%, over the third quarter of 2001. The primary contributor to these increases was the additional fees realized from the asset management and brokerage services of the recently acquired Wayne Hummer Companies of $6.1 million in the third quarter of 2002 and $17.1 million for the year-to-date period. Fees on mortgage loans sold was the other major contributor to the increase in non-interest income. For the quarter ended September 30, 2002 these fees totaled $3.8 million, an increase of $2.1 million, or 120%, from the prior year third quarter and up from the $1.9 million recorded in the second quarter of 2002. For the first nine months of 2002 fees on mortgage loans sold increased $2.5 million, or 49%, over 2001. Partially offsetting the increased fees on mortgage loans sold were the commissions paid to the mortgage originators, increasing $738,000 from the prior year third quarter, $605,000 from the second quarter of 2002 and $1.1 million over the first nine months of 2001. Fees from covered call option transactions in the third quarter of 2002 totaled $1.3 million, compared to $1.1 million in the third quarter of 2001 and $789,000 in the second - 4 - <page> quarter of 2002. On a year-to-date basis, we have recognized $3.7 million in fees from covered call option transactions in 2002 compared to $3.4 million in 2001. Non-interest expense totaled $76.5 million for the first nine months of 2002, increasing $27.9 million, or 57%, over the first nine months of 2001 and totaled $27.9 million in the third quarter of 2002, increasing $11.6 million, or 71%, over the third quarter of 2001. Excluding the impact of the Wayne Hummer Companies, non-interest expense for the first nine months of 2002 increased by $8.7 million, or 18%, compared to the first nine months of 2001, while non-interest expense for the third quarter of 2002 increased by $4.3 million, or 26%, compared to the third quarter of 2001. The growth in non-interest expense, excluding the impact of the Wayne Hummer Companies, is attributable to increases in salaries and benefits and operating costs as a result of continued growth and expansion of the banking franchise (including the commissions paid to mortgage originators described above and other costs related to increased mortgage loan activities), normal annual increases in salaries and increased costs of employee benefits. The net overhead ratio for the first nine months of 2002 declined to 1.48% from 1.62% in the same period last year. Non-performing assets totaled $12.5 million, or 0.35% of total assets, at September 30, 2002, reflecting a decrease from both the December 31, 2001 level of $13.1 million, or 0.48% of total assets, and the September 30, 2001 level of $13.6 million, or 0.54% of total assets. The level of non-performing assets in the Company's loan portfolio remains low and very manageable. Wintrust is a financial holding company whose common stock is traded on the Nasdaq Stock Market(R). Its seven suburban Chicago community bank subsidiaries, each of which was founded as a de novo bank since December 1991, are located in high income retail markets -- Lake Forest Bank & Trust Company, Hinsdale Bank & Trust Company, North Shore Community Bank & Trust Company in Wilmette, Libertyville Bank & Trust Company, Barrington Bank & Trust Company, Crystal Lake Bank & Trust Company and Northbrook Bank & Trust Company. The banks also operate facilities in Lake Bluff, Highland Park, Hoffman Estates, Highwood, Glencoe, Winnetka, Clarendon Hills, Western Springs, Skokie, Wauconda, McHenry and Riverside, Illinois. Additionally, the Company operates various non-bank subsidiaries. First Insurance Funding Corporation, one of the largest commercial insurance premium finance companies operating in the United States, serves commercial loan customers throughout the country. Wayne Hummer Trust Company, a - 5 - <page> trust subsidiary, allows Wintrust to service customers' trust and investment needs at each banking location. Tricom, Inc. of Milwaukee provides short-term accounts receivable financing and value-added out-sourced administrative services, such as data processing of payrolls, billing and cash management services, to temporary staffing service clients located throughout the United States. Wayne Hummer Investments, LLC is a broker-dealer providing a full range of private client and brokerage services to clients located primarily in the Midwest. Focused Investments LLC is a broker-dealer that provides a full range of investment solutions to clients through a network of community-based financial institutions throughout the Midwest. Wayne Hummer Asset Management Company provides money management services and advisory services to individual accounts as well as the Wayne Hummer Companies' four proprietary mutual funds. Wintrust Information Technology Services Company provides information technology support, item capture and statement preparation services to the Wintrust subsidiaries. Currently, Wintrust operates a total of 31 banking offices and is in the process of constructing several additional branch facilities. All of the Company's banking subsidiaries are locally managed with large local boards of directors. Wintrust Financial Corporation has been one of the fastest growing de novo bank groups in Illinois. # # # - 6 - <page> <table> <caption> WINTRUST FINANCIAL CORPORATION SELECTED FINANCIAL HIGHLIGHTS THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------------------- ----------------------------------- (Dollars in thousands, except per share data) 2002 2001 2002 2001 ---------------------------------------------------------------------- ------------------ ------------------ ---------------- <s> <c> <c> <c> <c> SELECTED FINANCIAL CONDITION DATA (AT END OF PERIOD): Total assets $ 3,576,775 $ 2,515,396 Total deposits 2,971,485 2,184,309 Total loans, net of unearned income 2,483,892 1,823,801 Long-term debt - trust preferred securities 51,050 51,050 Total shareholders' equity 218,028 138,024 -------------------------------------------------------------------------------------- SELECTED STATEMENTS OF INCOME DATA: Net interest income $ 25,415 $ 19,130 $ 72,000 $ 54,421 Net revenues 41,372 26,231 114,480 75,763 Income before taxes and cumulative effect of accounting change 10,924 7,792 30,616 21,169 Net income before cumulative effect of accounting change 7,284 5,008 19,953 13,529 Net income 7,284 5,008 19,953 13,275 Net income per common share - Basic 0.43 0.35 1.24 0.99 Net income per common share - Diluted 0.40 0.32 1.16 0.93 ----------------------------------------------------------------------------------------------------------------------------- SELECTED FINANCIAL RATIOS AND OTHER DATA: Performance Ratios: Net interest margin 3.26 % 3.46 % 3.42 % 3.57 % Core net interest margin (1) 3.42 3.69 3.60 3.82 Non-interest income to average assets 1.87 1.17 1.85 1.27 Non-interest expense to average assets 3.27 2.69 3.33 2.89 Net overhead ratio (2) 1.40 1.52 1.48 1.62 Efficiency ratio (3) 67.48 61.61 66.51 63.86 Return on average assets 0.85 0.83 0.87 0.79 Return on average equity 13.68 14.87 14.98 15.44 Average total assets $ 3,392,669 $ 2,405,547 $ 3,068,189 $ 2,245,797 Average shareholders' equity 211,181 133,635 178,093 114,934 Average loan-to-average deposit ratio 85.6 % 87.3 % 87.8 % 87.5 % ----------------------------------------------------------------------------------------------------------------------------- Common Share Data at end of period: Market price per common share $ 28.65 $ 20.70 Book value per common share $ 12.71 $ 9.51 Common shares outstanding (in thousands) 17,148 14,510 Other Data at end of period: Allowance for loan losses $ 17,199 $ 13,094 Non-performing assets $ 12,451 $ 13,564 Allowance for loans losses to total loans 0.69 % 0.72 % Non-performing assets to total assets 0.35 % 0.54 % Number of: Bank subsidiaries 7 7 Non-bank subsidiaries 7 3 Banking offices 31 29 ============================================================================================================================= <fn> (1) The core net interest margin excludes the interest expense associated with Wintrust's Long-term Debt - Trust Preferred Securities. (2) 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. (3) The efficiency ratio is calculated by dividing total non-interest expense by tax-equivalent net revenues (less securities gains or losses). </fn> </table> - 7 - <page> <table> <caption> WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED) (Unaudited) SEPTEMBER 30, December 31, September 30, (In thousands) 2002 2001 2001 -------------------------------------------------------------------------------------------------------------------------- <s> <c> <c> <c> ASSETS Cash and due from banks $ 88,535 $ 71,575 $ 56,169 Federal funds sold and securities purchased under resale agreements 303,560 51,955 184,632 Interest-bearing deposits with banks 1,591 692 156 Available-for-sale securities, at fair value 371,684 385,350 296,442 Trading account securities 5,964 -- -- Brokerage customer receivables 44,222 -- -- Mortgage loans held-for-sale 58,237 42,904 23,923 Loans, net of unearned income 2,483,892 2,018,479 1,823,801 Less: Allowance for loan losses 17,199 13,686 13,094 -------------------------------------------------------------------------------------------------------------------------- Net loans 2,466,693 2,004,793 1,810,707 Premises and equipment, net 117,299 99,132 94,958 Accrued interest receivable and other assets 92,518 38,936 38,155 Goodwill 25,220 9,976 10,128 Other intangibles 1,252 109 126 -------------------------------------------------------------------------------------------------------------------------- Total assets $ 3,576,775 $ 2,705,422 $ 2,515,396 ========================================================================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Non-interest bearing $ 281,204 $ 254,269 $ 209,276 Interest bearing 2,690,281 2,060,367 1,975,033 -------------------------------------------------------------------------------------------------------------------------- Total deposits 2,971,485 2,314,636 2,184,309 Notes payable 63,625 46,575 33,000 Federal Home Loan Bank advances 140,000 90,000 30,000 Other borrowings 49,245 28,074 38,358 Long-term debt - trust preferred securities 51,050 51,050 51,050 Accrued interest payable and other liabilities 83,342 33,809 40,655 -------------------------------------------------------------------------------------------------------------------------- Total liabilities 3,358,747 2,564,144 2,377,372 -------------------------------------------------------------------------------------------------------------------------- Shareholders' equity: Preferred stock -- -- -- Common stock 17,148 14,532 14,510 Surplus 152,557 97,956 97,699 Common stock warrants 96 99 99 Treasury stock, at cost -- -- -- Retained earnings 49,045 30,995 25,831 Accumulated other comprehensive loss (818) (2,304) (115) -------------------------------------------------------------------------------------------------------------------------- Total shareholders' equity 218,028 141,278 138,024 -------------------------------------------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $ 3,576,775 $ 2,705,422 $ 2,515,396 ========================================================================================================================== </table> - 8 - <page> <table> <caption> WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended NINE MONTHS ENDED September 30, SEPTEMBER 30, ----------------------------------------------------------------- (In thousands, except per share data) 2002 2001 2002 2001 ------------------------------------------------------------------------------------------------------------------------------- <s> <c> <c> <c> <c> INTEREST INCOME Interest and fees on loans $ 41,398 $ 38,425 $ 116,425 $ 112,830 Interest bearing deposits with banks 9 1 17 4 Federal funds sold and securities purchased under resale agreements 713 1,413 1,211 3,731 Securities 4,829 2,690 14,540 9,136 Trading account securities 42 -- 122 -- Brokerage customer receivables 554 -- 1,739 -- ------------------------------------------------------------------------------------------------------------------------------- Total interest income 47,545 42,529 134,054 125,701 ------------------------------------------------------------------------------------------------------------------------------- INTEREST EXPENSE Interest on deposits 18,449 21,290 51,709 64,885 Interest on Federal Home Loan Bank advances 1,490 265 3,465 265 Interest on notes payable and other borrowings 904 557 3,017 2,267 Interest on long-term debt - trust preferred securities 1,287 1,287 3,863 3,863 ------------------------------------------------------------------------------------------------------------------------------- Total interest expense 22,130 23,399 62,054 71,280 ------------------------------------------------------------------------------------------------------------------------------- NET INTEREST INCOME 25,415 19,130 72,000 54,421 Provision for loan losses 2,504 2,100 7,335 6,002 ------------------------------------------------------------------------------------------------------------------------------- Net interest income after provision for loan losses 22,911 17,030 64,665 48,419 ------------------------------------------------------------------------------------------------------------------------------- NON-INTEREST INCOME Trust, asset management and brokerage fees 6,725 486 18,726 1,459 Fees on mortgage loans sold 3,794 1,725 7,745 5,197 Service charges on deposit accounts 798 637 2,289 1,790 Gain on sale of premium finance receivables 656 1,265 2,250 3,656 Administrative services revenue 941 995 2,694 3,137 Net securities gains (losses) 196 (57) 43 315 Other 2,847 2,050 8,733 5,788 ------------------------------------------------------------------------------------------------------------------------------- Total non-interest income 15,957 7,101 42,480 21,342 ------------------------------------------------------------------------------------------------------------------------------- NON-INTEREST EXPENSE Salaries and employee benefits 16,863 9,031 45,625 26,244 Occupancy, net 1,700 1,238 4,853 3,660 Equipment expense 1,760 1,561 5,286 4,627 Data processing 1,073 860 3,129 2,512 Advertising and marketing 596 411 1,653 1,144 Professional fees 737 459 2,033 1,524 Amortization of goodwill -- 152 -- 465 Amortization of other intangibles 120 17 237 51 Other 5,095 2,610 13,713 8,365 ------------------------------------------------------------------------------------------------------------------------------- Total non-interest expense 27,944 16,339 76,529 48,592 ------------------------------------------------------------------------------------------------------------------------------- Income before taxes and cumulative effect of accounting change 10,924 7,792 30,616 21,169 Income tax expense 3,640 2,784 10,663 7,640 ------------------------------------------------------------------------------------------------------------------------------- Income before cumulative effect of accounting change 7,284 5,008 19,953 13,529 Cumulative effect of change in accounting for derivatives, net of tax -- -- -- (254) ------------------------------------------------------------------------------------------------------------------------------- NET INCOME $ 7,284 $ 5,008 $ 19,953 $ 13,275 =============================================================================================================================== BASIC EARNINGS PER SHARE: Income before cumulative effect of accounting change $ 0.43 $ 0.35 $ 1.24 $ 1.01 Cumulative effect of accounting change, net of tax -- -- -- (0.02) ------------------------------------------------------------------------------------------------------------------------------- NET INCOME PER COMMON SHARE - BASIC $ 0.43 $ 0.35 $ 1.24 $ 0.99 =============================================================================================================================== DILUTED EARNINGS PER SHARE: Income before cumulative effect of accounting change $ 0.40 $ 0.32 $ 1.16 $ 0.95 Cumulative effect of accounting change, net of tax -- -- -- (0.02) ------------------------------------------------------------------------------------------------------------------------------- NET INCOME PER COMMON SHARE - DILUTED $ 0.40 $ 0.32 $ 1.16 $ 0.93 =============================================================================================================================== Cash dividends declared per common share $ 0.060 $ 0.047 $ 0.120 $ 0.093 =============================================================================================================================== Weighted average common shares outstanding 17,114 14,493 16,047 13,469 Dilutive potential common shares 1,198 957 1,089 744 ------------------------------------------------------------------------------------------------------------------------------- Average common shares and dilutive common shares 18,312 15,450 17,136 14,213 =============================================================================================================================== </table> - 9 - <page> <table> <caption> LOANS, NET OF UNEARNED INCOME % Growth % Growth from From SEPTEMBER 30, December 31, September 30, December 31, September 30, (Dollars in thousands) 2002 2001 2001 2001 (1) 2001 - --------------------------------------------------------- ----------------- ------------------ --------------- ---------------- <s> <c> <c> <c> <c> <c> BALANCE: -------- Commercial and commercial real estate $ 1,250,348 $ 1,007,580 $ 847,838 32.2 % 47.5 % Home equity 350,422 261,049 236,446 45.8 48.2 Residential real estate 151,193 140,041 132,809 10.6 13.8 Premium finance receivables 470,470 348,163 335,742 47.0 40.1 Indirect auto loans 184,665 184,209 191,208 0.3 (3.4) Tricom finance receivables 20,981 18,280 19,244 19.8 9.0 Consumer and other loans 55,813 59,157 60,514 (7.6) (7.8) ---------------- ----------------- ------------------ --------------- ---------------- Total loans, net of unearned income $ 2,483,892 $ 2,018,479 $ 1,823,801 30.8 % 36.2 % ---------------- ----------------- ------------------ --------------- ---------------- MIX: ---- Commercial and commercial real estate 50 % 50 % 47 % Home equity 14 13 13 Residential real estate 6 7 7 Premium finance receivables 19 17 18 Indirect auto loans 8 9 11 Tricom finance receivables 1 1 1 Consumer and other loans 2 3 3 -------------------- ----------------- ---------------- Total loans, net of unearned income 100 % 100 % 100 % -------------------- ----------------- ---------------- <fn> (1) Annualized </fn> </table> <table> <caption> DEPOSITS % Growth % Growth From From SEPTEMBER 30, December 31, September 30, December 31, September 30, (Dollars in thousands) 2002 2001 2001 2001 (1) 2001 - ------------------------------------------------------ ------------------ ---------------- --------------- ----------------- <s> <c> <c> <c> <c> <c> BALANCE: -------- Non-interest bearing $ 281,204 $ 254,269 $ 209,276 14.2 % 34.4 % NOW 360,583 286,860 246,319 34.4 46.4 Money market 381,593 335,881 311,336 18.2 22.6 Brokerage customer deposits 179,796 -- -- -- -- Savings 135,958 132,514 128,697 3.5 5.6 Time certificate of deposits 1,632,351 1,305,112 1,288,681 33.5 26.7 --------------- ------------------ ---------------- --------------- ----------------- Total deposits $ 2,971,485 $ 2,314,636 $ 2,184,309 37.9 % 36.0 % --------------- ------------------ ---------------- --------------- ----------------- MIX: ---- Non-interest bearing 9 % 11 % 10 % NOW 12 12 11 Money market 13 15 14 Brokerage customer deposits 6 -- -- Savings 5 6 6 Time certificate of deposits 55 56 59 ------------------- ---------------- ----------------- Total deposits 100 % 100 % 100 % ------------------- ---------------- ----------------- <fn> (1) Annualized </fn> </table> Previously, Wintrust indicated its intentions to attempt to migrate funds from the money market mutual fund balances managed by Wayne Hummer Asset Management Company into deposit accounts of the Wintrust affiliate banks. Consistent with reasonable interest rate risk parameters, the funds will generally be invested in loan production of the affiliate banks as well as other investments suitable for banks. As of September 30, 2002, approximately $180 million had migrated into the insured bank deposit product at the affiliate banks. The migration of additional funds to the affiliate banks is subject to the desire of the customers to make the transition of their funds into FDIC insured bank accounts, capital capacity of the Company and the availability of suitable investments in which to deploy the funds. Wintrust estimates that approximately $200-$300 million in total may be migrated to bank deposits by year-end. - 10 - <page> NET INTEREST INCOME The following table presents a summary of Wintrust's net interest income and related net interest margins, calculated on a fully tax-equivalent basis, for the three-month periods ended September 30, 2002 and 2001: <table> <caption> FOR THE QUARTER ENDED For the Quarter Ended SEPTEMBER 30, 2002 September 30, 2001 ---------------------------------------------------------------------------------- (Dollars in thousands) AVERAGE INTEREST RATE Average Interest Rate - ---------------------- ---------------------------------------------------------------------------------- <s> <c> <c> <c> <c> <c> <c> Liquidity management assets (1) (2) $ 611,355 $ 5,604 3.64 % $ 372,353 $ 4,123 4.39 % Other earning assets (3) 56,836 596 4.16 -- -- -- Loans, net of unearned income (2) (4) 2,452,239 41,572 6.73 1,848,468 38,636 8.29 ---------------------------------------------------------------------------------- Total earning assets $ 3,120,430 $ 47,772 6.07 % $ 2,220,821 $ 42,759 7.64 % ---------------------------------------------------------------------------------- Interest-bearing deposits $ 2,539,544 $ 18,449 2.88 % $ 1,905,097 $ 21,290 4.43 % Federal Home Loan Bank advances 139,900 1,490 4.23 22,500 265 4.67 Notes payable and other borrowings 114,778 904 3.12 44,729 557 4.94 Long-term debt - trust preferred securities 51,050 1,287 10.09 51,050 1,287 10.09 ---------------------------------------------------------------------------------- Total interest-bearing liabilities $ 2,845,272 $ 22,130 3.09 % $ 2,023,376 $ 23,399 4.59 % ---------------------------------------------------------------------------------- Interest rate spread (5) 2.98 % 3.05 % Net free funds/contribution (6) $ 275,158 0.28 $ 197,445 0.41 ---------------- ------------------------------ ------------ Net interest income/Net interest margin $ 25,642 3.26 % $ 19,360 3.46 % -------------- -------------- ------------- ------------ Core net interest margin (7) 3.42 % 3.69 % ------------- ------------ - ------------------------------------------------------------------------------------------------------------------- <fn> (1) Liquidity management assets include available-for-sale securities, interest earning deposits with banks and federal funds sold. (2) Interest income on tax-advantaged loans and securities reflects a tax-equivalent adjustment based on a marginal federal corporate tax rate of 35%. The total adjustments for the quarters ended September 30, 2002 and 2001 were $227,000 and $230,000, respectively. (3) Other earning assets include brokerage customer receivables and trading account securities. (4) Loans, net of unearned income includes mortgages 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 contribution is based on the rate paid for total interest-bearing liabilities. (7) The core net interest margin excludes the impact of Wintrust's Long-term Debt - Trust Preferred Securities. </fn> </table> Net interest income, which is the difference between interest income and fees on earning assets and interest expense on deposits and borrowings, is the major source of earnings for Wintrust. Tax-equivalent net interest income for the quarter ended September 30, 2002 totaled $25.6 million, an increase of $6.2 million, or 32%, as compared to the $19.4 million recorded in the same quarter of 2001. Average loans in the third quarter of 2002 increased $604 million, or 33%, over the third quarter of 2001. Net interest margin represents tax-equivalent net interest income as a percentage of the average earning assets during the period. For the third quarter of 2002 the net interest margin was 3.26%, a decrease of 20 basis points when compared to the net interest margin of 3.46% in the prior year third quarter. The core net interest margin, which excludes the interest expense related to Wintrust's Long-term Debt - Trust Preferred Securities, was 3.42% for the third quarter of 2002, and decreased 27 basis points when compared to the prior year third quarter's core margin of 3.69%. Wintrust's net interest margin declined by 30 basis points when compared to the second quarter of 2002. The net interest margin contracted due to a flattening yield curve, the Company's preference for variable rate commercial and commercial real estate loans and agency securities with call options written against them being called combined with the asset sensitivity of the balance sheet. The yield on total earning assets for the third quarter of 2002 was 6.07% as compared to 7.64% in 2001, a decrease of 157 basis points resulting primarily from the effect of decreases in general market rates on liquidity management assets and loans. The other earning assets shown in the third quarter of 2002 reflect interest-bearing brokerage customer - 11 - <page> receivables and trading account securities managed at the Wayne Hummer Companies. The yield on earning assets is heavily dependent on the yield on loans since average loans comprised approximately 79% of total average earning assets. The third quarter 2002 yield on loans was 6.73%, a 156 basis point decrease when compared to the prior year third quarter yield of 8.29%. The average prime lending rate was 4.75% during the third quarter of 2002 versus 6.58% for the third quarter of 2001, reflecting a decrease of 183 basis points. The rate paid on interest-bearing liabilities for the third quarter of 2002 was 3.09%, compared to 4.59% in the third quarter of 2001, a decline of 150 basis points. Interest-bearing deposits accounted for 89% of total interest-bearing funding in the third quarter of 2002, compared to 94% in the same period of 2001. The rate paid on interest-bearing deposits averaged 2.88% for the third quarter of 2002 versus 4.43% for the same quarter of 2001, a decrease of 155 basis points. During 2001, Wintrust initiated borrowing from the Federal Home Loan Bank ("FHLB"). The Company initially borrowed from the FHLB in the third and fourth quarters of 2001 and borrowed an additional $50 million in the second quarter of 2002. The increase in notes payable and other borrowings in the third quarter of 2002 compared to the same quarter in 2001 was a result of the funding at the Wayne Hummer Companies for the brokerage customer receivables, additional funding required for the purchase of the Wayne Hummer Companies and borrowings utilized to fund the additional capital requirements of the subsidiary banks. The rate paid on Federal Home Loan Bank advances, notes payable and other borrowings decreased 112 basis points to 3.73% in the third quarter of 2002 as compared to 4.85% in the third quarter of 2001. The following table presents a summary of Wintrust's net interest income and related net interest margins, calculated on a fully tax-equivalent basis, for the nine-month periods ended September 30, 2002 and 2001: <table> <caption> FOR THE NINE MONTHS ENDED For the Nine Months Ended SEPTEMBER 30, 2002 September 30, 2001 --------------------------------------------------------------------------------- (Dollars in thousands) Average Interest Rate Average Interest Rate - ---------------------- --------------------------------------------------------------------------------- <s> <c> <c> <c> <c> <c> <c> Liquidity management assets (1) (2) $ 517,856 $ 15,865 4.10% $ 331,602 $ 12,918 5.21 % Other earning assets (3) 57,663 1,861 4.31 -- -- -- Loans, net of unearned income (2) (4) 2,262,057 116,955 6.91 1,732,973 113,431 8.75 --------------------------------------------------------------------------------- Total earning assets $ 2,837,576 $ 134,681 6.35% $ 2,064,575 $ 126,349 8.18 % --------------------------------------------------------------------------------- Interest-bearing deposits $ 2,286,074 $ 51,709 3.02% $ 1,782,386 $ 64,885 4.87 % Federal Home Loan Bank advances 112,062 3,465 4.13 7,582 265 4.67 Notes payable and other borrowings 130,714 3,017 3.09 53,095 2,267 5.71 Long-term debt - trust preferred securities 51,050 3,863 10.09 51,050 3,863 10.09 --------------------------------------------------------------------------------- Total interest-bearing liabilities $ 2,579,900 $ 62,054 3.22% $ 1,894,113 $ 71,280 5.03 % --------------------------------------------------------------------------------- Interest rate spread (5) 3.13 % 3.15 % Net free funds/contribution (6) $ 257,676 0.29 $ 170,462 0.42 --------------- ----------------------------- ------------ Net interest income/Net interest margin $ 72,627 3.42 % $ 55,069 3.57 % --------------- -------------- ------------ ------------ Core net interest margin (7) 3.60 % 3.82 % ------------ ------------ - --------------------------------------------------------------------------------------------------------------------------------- <fn> (1)Liquidity management assets include available-for-sale securities, interest earning deposits with banks and federal funds sold. (2)Interest income on tax-advantaged loans 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, 2002 and 2001 were $627,000 and $648,000, respectively. (3)Other earning assets include brokerage customer receivables and trading account securities. (6) Loans, net of unearned income includes mortgages held for sale and non-accrual loans. (7) 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 contribution is based on the rate paid for total interest-bearing liabilities. (7)The core net interest margin excludes the impact of Wintrust's Long-term Debt - Trust Preferred Securities. </fn> </table> - 12 - <page> NON-INTEREST INCOME For the third quarter of 2002, non-interest income totaled $16.0 million and increased $8.9 million over the prior year quarter. Significant increases were realized in trust, asset management and brokerage fees as a result of the Wayne Hummer Companies acquisition during the first quarter of 2002. Trust, asset management and brokerage fees is comprised of the trust and asset management revenue of Wayne Hummer Trust Company (name changed from Wintrust Asset Management Company in May 2002) and the asset management fees, brokerage commissions, trading commissions and insurance product commissions at the Wayne Hummer Companies. The increase in this category, up $6.2 million over the third quarter of 2001, is primarily attributable to the revenues from the Wayne Hummer Companies. Wintrust is committed to growing the trust and investment business in order to better service its customers and create a more diversified revenue stream. Non-interest income comprised approximately 27% of total net revenues in the third quarter of 2001. Primarily as a result of the Wayne Hummer Companies acquisition, this has increased to approximately 39% for the third quarter of 2002. Fees on mortgage loans sold include income from originating and selling residential real estate loans into the secondary market. For the quarter ended September 30, 2002, these fees totaled $3.8 million, an increase of $2.1 million, or 120%, from the prior year third quarter and up from the $1.9 million recorded in the second quarter of 2002. Although these fees are a continuous source of revenue, these fees continue to be benefited by higher levels of mortgage origination volumes, particularly refinancing activity caused by the low level of mortgage interest rates. Management anticipates that the levels of refinancing activity may taper off slightly for the remainder of 2002, barring any further reductions in mortgage interest rates. Service charges on deposit accounts totaled $798,000 for the third quarter of 2002, an increase of $161,000, or 25%, when compared to the same quarter of 2001. This increase was mainly due to a higher deposit base and a larger number of accounts at the banking subsidiaries. The majority of deposit service charges relates to customary fees on overdrawn accounts and returned items. The level of service charges received is substantially below peer group levels, as management believes in the philosophy of providing high quality service without encumbering that service with numerous activity charges. As a result of continued strong loan originations of premium finance receivables, Wintrust sold premium finance receivables to an unrelated third party in the third quarter of 2002 and recognized gains of $656,000 related to this activity, compared with $1.3 million of recognized gains in the third quarter of 2001. Wintrust has a philosophy of maintaining its average loan-to-deposit ratio in the range of 85-90%. During the third quarter of 2002, the ratio was approximately 86%. Accordingly, Wintrust sold excess premium finance receivables volume to an unrelated third party financial institution. Consistent with Wintrust's strategy to be asset-driven and the desire to maintain our loan-to-deposit ratio in the aforementioned range, it is probable that similar sales of premium finance receivables will occur in the future. The administrative services revenue contributed by Tricom added $941,000 to total non-interest income in the third quarter of 2002, a decrease of $54,000 from the third quarter of 2001 and an increase of $10,000 from the second quarter of 2002. This revenue comprises income from administrative services, such as data processing of payrolls, billing and cash management services, to temporary staffing service clients located throughout the United States. The revenue growth at Tricom had stagnated in previous quarters due to the general slowdown in the United States economy and the reduction in the placement of temporary staffing individuals by Tricom's customers. This business segment appears to be rebounding as exhibited by the slightly higher levels of revenue recorded by Tricom when compared to the first and second quarters of 2002. Tricom also earns interest and fee income from providing short-term accounts receivable financing to this same client base, which is included in the net interest income category. For the first nine months of 2002, total non-interest income was $42.5 million and increased $21.1 million, or 99%, when compared to the same period in 2001. Excluding the impact of the Wayne Hummer Companies, contributing $17.7 million of non-interest revenue, and the $1.25 million partial settlement related to the premium finance defalcation that was recovered in the first quarter of 2002, non-interest income for the first nine months of 2002 increased by $2.2 million, or 10%, compared to the first nine months of 2001. This increase was comprised of - 13 - <page> increased fees on mortgage loans sold from originating and selling residential real estate loans into the secondary market of $2.5 million, higher service charges on deposit accounts of $499,000 due to a higher deposit base and a larger number of accounts at the banking subsidiaries and higher other miscellaneous sources of revenue totaling $1.1 million offset by decreases in recognized gains related to the sale of premium finance receivables to an unrelated third party of $1.4 million, lower administrative services revenue contributed by Tricom of $443,000 and lower net securities gains of $272,000. NON-INTEREST EXPENSE Non-interest expense for the third quarter of 2002 totaled $27.9 million and increased $11.6 million, or 71%, from the third quarter 2001 total of $16.3 million. Operating expenses of the Wayne Hummer Companies, the continued growth and expansion of the banks with additional branches and the growth in the premium finance business are the major causes for this increase. Since September 30, 2001 total deposits and total loans have both increased 36% requiring higher levels of staffing and other costs to both attract and service the larger customer base. Excluding the impact of the Wayne Hummer Companies, total non-interest expense increased $4.3 million, or 26%, when compared to the third quarter of 2001, below the pace of the balance sheet growth. Salaries and employee benefits totaled $16.9 million for the third quarter of 2002, an increase of $7.8 million, or 87%, as compared to the prior year's third quarter total of $9.0 million. This increase was primarily due to the employee costs associated with the Wayne Hummer Companies, increases in salaries and employee benefit costs as a result of continued growth and expansion of the banking franchise, commissions associated with increased mortgage loan origination activity and normal annual increases in salaries and the employee benefit costs. Excluding the impact of the Wayne Hummer Companies, total salaries and employee benefits expense increased $2.6 million, or 29%, when compared to the third quarter of 2001 and increased by $1.6 million, or 16%, when compared to the second quarter of 2002. Other categories of non-interest expense, such as occupancy costs, equipment expense and data processing, also increased over the prior year third quarter due to the acquisition of the Wayne Hummer Companies and the general growth and expansion of the banks. Other non-interest expense, which includes loan expenses, correspondent bank service charges, postage, insurance, stationery and supplies, telephone, directors fees, and other sundry expenses, also increased when compared to the prior year third quarter due mainly to the factors mentioned earlier. On a year-to-date basis non-interest expense totaled $76.5 million and increased $27.9 million, or 57%, over the first nine months of 2001. The Wayne Hummer Companies contributed $19.3 million of this increase. The $8.6 million increase, excluding the Wayne Hummer Companies, is predominantly due to a $5.5 million increase in salaries and employee benefits costs and the higher general operating costs associated with operating additional and larger banking offices. Despite balance sheet growth in loans and deposits of 36%, Wintrust's net overhead ratio, excluding the impact of the Wayne Hummer Companies, decreased from 1.62% for the first nine months of 2001 to 1.47% for the comparable period in 2002. - 14 - <page> ASSET QUALITY Allowance for Loan Losses - ------------------------- A reconciliation of the activity in the balance of the allowance for loan losses for the three and nine months ended September 30, 2002 and 2001 is shown as follows: <table> <caption> THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------------------------------------------------------ (Dollars in thousands) 2002 2001 2002 2001 - ------------------------------------------------------------------------------------------------------------------------------- <s> <c> <c> <c> <c> BALANCE AT BEGINNING OF PERIOD $ 16,009 $ 12,111 $ 13,686 $ 10,433 PROVISION FOR LOAN LOSSES 2,504 2,100 7,335 6,002 CHARGE-OFFS: - ------------ Commercial and commercial real estate loans 379 359 782 734 Home equity loans -- 25 -- 25 Residential real estate loans 3 11 3 24 Consumer and other loans 24 7 172 27 Premium finance receivables 1,034 751 2,878 2,299 Indirect automobile loans 165 251 640 741 Tricom finance receivables 1 -- 10 -- -------------- ------------- --------------- --------------- Total charge-offs 1,606 1,404 4,485 3,850 -------------- ------------- --------------- --------------- RECOVERIES: - ----------- Commercial and commercial real estate loans 144 152 279 156 Home equity loans -- -- -- -- Residential real estate loans -- -- -- -- Consumer and other loans 3 -- 15 -- Premium finance receivables 111 73 240 202 Indirect automobile loans 33 62 103 151 Tricom finance receivables 1 -- 26 -- -------------- ------------- --------------- --------------- Total recoveries 292 287 663 509 -------------- ------------- --------------- --------------- NET CHARGE-OFFS (1,314) (1,117) (3,822) (3,341) -------------- ------------- --------------- --------------- BALANCE AT SEPTEMBER 30 $ 17,199 $ 13,094 $ 17,199 $ 13,094 -------------- ------------- --------------- --------------- ANNUALIZED NET CHARGE-OFFS (RECOVERIES) AS A PERCENTAGE OF AVERAGE: Commercial and commercial real estate loans 0.08 % 0.10 % 0.06 % 0.10 % Home equity loans -- 0.04 -- 0.02 Residential real estate loans 0.01 0.03 -- 0.02 Consumer and other loans 0.14 0.04 0.34 0.05 Premium finance receivables 0.75 0.74 0.79 0.79 Indirect automobile loans 0.28 0.39 0.39 0.41 Tricom finance receivables -- -- (0.11) -- ---------------------------------- ------------------------------------- Total loans, net of unearned income 0.21 % 0.24 % 0.23 % 0.26 % ---------------------------------- ------------------------------------- Net charge-offs as a percentage of the provision for loan losses 52.48 % 53.19 % 52.11 % 55.66 % ---------------------------------- ------------------------------------- Loans at September 30 $ 2,483,892 $ 1,823,801 ------------------------------------- Allowance as a percentage of loans at period-end 0.69 % 0.72 % ------------------------------------- </table> - 15 - <page> Past Due Loans and Non-performing Assets - ---------------------------------------- The following table sets forth Wintrust's non-performing assets at the dates indicated. The information in the table should be read in conjunction with the detailed discussion following the table. <table> <caption> SEPTEMBER 30, June 30, December 31, September 30, (Dollars in thousands) 2002 2002 2001 2001 - ---------------------------------------------------------------- ------------------ -------------- ----------------- --------------- <s> <c> <c> <c> <c> PAST DUE GREATER THAN 90 DAYS AND STILL ACCRUING: Residential real estate and home equity $ 306 $ 16 $ 168 $ 928 Commercial, consumer and other 2,247 1,055 1,059 495 Premium finance receivables 2,170 2,141 2,402 3,131 Indirect automobile loans 384 340 361 384 Tricom finance receivables -- -- -- -- ------------------ -------------- ----------------- --------------- Total past due greater than 90 days and still accruing 5,107 3,552 3,990 4,938 ------------------ -------------- ----------------- --------------- NON-ACCRUAL LOANS: Residential real estate and home equity 346 401 1,385 869 Commercial, consumer and other 1,430 1,528 1,180 900 Premium finance receivables 4,731 5,417 5,802 6,042 Indirect automobile loans 409 163 496 364 Tricom finance receivables 75 104 104 207 ------------------ -------------- ----------------- --------------- Total non-accrual 6,991 7,613 8,967 8,382 ------------------ -------------- ----------------- --------------- TOTAL NON-PERFORMING LOANS: Residential real estate and home equity 652 417 1,553 1,797 Commercial, consumer and other 3,677 2,583 2,239 1,395 Premium finance receivables 6,901 7,558 8,204 9,173 Indirect automobile loans 793 503 857 748 Tricom finance receivables 75 104 104 207 ------------------ -------------- ----------------- --------------- Total non-performing loans 12,098 11,165 12,957 13,320 ------------------ -------------- ----------------- --------------- Other real estate owned 353 756 100 244 ------------------ -------------- ----------------- --------------- TOTAL NON-PERFORMING ASSETS $ 12,451 $ 11,921 $ 13,057 $ 13,564 ================== ============== ================= =============== TOTAL NON-PERFORMING LOANS BY CATEGORY AS A PERCENT OF ITS OWN RESPECTIVE CATEGORY: Residential real estate and home equity 0.13% 0.09% 0.39% 0.46% Commercial, consumer and other 0.28 0.22 0.21 0.15 Premium finance receivables 1.47 1.64 2.36 2.73 Indirect automobile loans 0.43 0.27 0.47 0.39 Tricom finance receivables 0.36 0.54 0.57 1.08 ------------------ -------------- ----------------- --------------- Total non-performing loans 0.49% 0.48% 0.64% 0.73% ================== ============== ================= =============== Total non=performing assets as a percentage of total assets 0.35% 0.37% 0.48% 0.54% ================== ============== ================= =============== Allowance for loan losses as a percentage of non=performing loans 142.16% 143.39% 105.63% 98.30% ================== ============== ================= =============== </table> - 16 - <page> The provision for loan losses totaled $2.5 million for the third quarter of 2002, an increase of $404,000 from a year earlier. For the quarter ended September 30, 2002 net charge-offs totaled $1.3 million, up from the $1.1 million of net charge-offs recorded in the same period of 2001. On a ratio basis annualized net charge-offs as a percentage of average loans decreased to 0.21% in the third quarter of 2002 from 0.24% in the same period in 2001. On a year-to-date basis the provision for loan losses totaled $7.3 million for the first nine months of 2002, an increase of $1.3 million over the same period last year. Net charge-offs for the first nine months of 2002 increased to $3.8 million, a $481,000 or 14% increase over the $3.3 million recorded in the same period last year. On a ratio basis, annualized net charge-offs as a percentage of average loans decreased to 0.23% for the first nine months of 2002 from 0.26% in the first nine months of 2001. Management has actively monitored and pursued methods to reduce the level of delinquencies in the indirect auto and premium finance portfolios (See "Past Due Loans and Non-performing Assets"). Management believes the allowance for loan losses is adequate to provide for inherent losses in the portfolio. There can be no assurances, however, that future losses will not exceed the amounts provided for, thereby affecting future results of operations. The amount of future additions to the allowance for loan losses will be dependent upon the economy, changes in real estate values, interest rates, the regulatory environment, the level of past-due and non-performing loans, and other factors. Non-performing Residential Real Estate, Commercial, Consumer and Other Loans Total non-performing loans for Wintrust's residential real estate, commercial, consumer and other loans were $4.3 million, up from the $3.0 million reported at June 30, 2002, and the $3.8 million reported at December 31, 2001. These loans consist primarily of a small number of commercial, residential real estate and home equity loans, which management believes are well secured and in the process of collection. The small number of such non-performing loans allows management to monitor the status of these credits and work with the borrowers to resolve these problems effectively. Non-performing Premium Finance Receivables The table below presents the level of non-performing premium finance receivables as of September 30, 2002 and 2001, and the amount of net charge-offs for the nine months then ended. <table> <caption> (Dollars in thousands) SEPTEMBER 30, September 30, 2002 2001 - ------------------------------------------------------------------------- ------------------------- ----------------------- <s> <c> <c> Non-performing premium finance receivables $ 6,901 $ 9,173 - as a percent of premium finance receivables 1.47% 2.73% Net charge-offs of premium finance receivables $ 2,638 $ 2,097 - annualized as a percent of premium finance receivables 0.79% 0.79% - ------------------------------------------------------------------------- ------------------------- ----------------------- </table> The improvement in the level of non-performing premium finance receivables since September 30, 2001 is indicative of actions taken by management. As noted in Wintrust's prior quarterly earnings releases in 2001 Wintrust has eliminated more than 1,300 relationships with insurance agents that were referring new business to our premium finance subsidiary that had relatively small balances and higher than normal delinquency rates. The business associated with those accounts has become a less significant percent of the entire portfolio and is nearly extinguished. Management continues to see progress in this portfolio and continues to expect the level of non-performing loans related to this portfolio to remain at relatively low levels. - 17 - <page> The ratio of non-performing premium finance receivables fluctuates throughout the year due to the nature and timing of canceled account collections from insurance carriers. Due to the nature of collateral for premium finance receivables it customarily takes 60-150 days to convert the collateral into cash collections. Accordingly, the level of non-performing 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. Non-performing Indirect Automobile Loans Total non-performing indirect automobile loans were $793,000 at September 30, 2002, decreasing from $857,000 at December 31, 2001 and up from $748,000 at September 30, 2001. The ratio of these non-performing loans to total indirect automobile loans stood at 0.43% of total indirect automobile loans at September 30, 2002, 0.47% at December 31, 2001 and 0.39% at September 30, 2001. As noted in the Allowance for Loan Losses table net charge-offs as a percent of total indirect automobile loans has decreased from 0.39% in the third quarter of 2001 to 0.28% in the third quarter of 2002. The level of non-performing and net charge-offs of indirect automobile loans continues to be below standard industry ratios for this type of lending. Due to the impact of the current economic and competitive environment surrounding this type of lending, management continues to de-emphasize, in relation to other loan categories, growth in the indirect automobile loan portfolio. Indirect automobile loans at September 30, 2002 were $184 million, unchanged from December 31, 2001 but down $7 million, or 3% from September 30, 2001. FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements related to Wintrust's financial performance that are based on estimates. Wintrust intends such forward-looking statements to be covered by the safe harbor provision 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. Actual results could differ materially from those addressed in the forward-looking statements due to factors such as changes in economic conditions, competition, or other factors that may influence the anticipated growth rate of loans and deposits, the quality of the loan portfolio and loan and deposit pricing, unanticipated changes in interest rates that negatively impact net interest income, future events that may cause unforeseen loan or lease losses, slower than anticipated development and growth of Tricom and the trust and investment business, unanticipated changes in the temporary staffing industry, the ability to adapt successfully to technological changes to compete effectively in the marketplace, competition and the related pricing of brokerage and asset management products, unforeseen difficulties in integrating the acquisition of the Wayne Hummer Companies, the ability to pursue acquisition and expansion strategies and the ability to attract and retain experienced senior management. Therefore, there can be no assurances that future actual results will correspond to these forward-looking statements. - 18 - <page>