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.

At June 30, 2014, the Company classified $38.1 million of municipal securities as Level 3. These municipal securities are bond issues for various municipal government entities, including park districts, located in the Chicago metropolitan area and southeastern 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 second quarter of 2014, 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 June 30, 2014 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 June 30, 2014, the Company held $24.2 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 June 30, 2014, 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 1.24%-2.10% with an average of 1.72% 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—Mortgage loans originated by Wintrust Mortgage, a division of Barrington Bank and Trust Company, N.A. ("Barrington Bank"), are carried at fair value. 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 June 30, 2014, the Company classified $8.2 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 June 30, 2014 was 9.66% with discount rates applied ranging from 9.5%-13.0%. 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 11%-16% or a weighted average prepayment speed of 12.68% used as an input to value the pool of mortgage servicing rights at June 30, 2014. 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 fair value for mortgage 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. The Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

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.

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



	June 30, 2014
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Available-for-sale securities
U.S. Treasury	$	388,415	$	—	$	388,415	$	—
U.S. Government agencies	766,000		—		766,000		—
Municipal	176,107		—		138,054		38,053
Corporate notes	135,303		—		135,303		—
Mortgage-backed	303,563		—		303,563		—
Equity securities	54,852		—		30,700		24,152
Trading account securities	2,234		—		2,234		—
Mortgage loans held-for-sale	363,627		—		363,627		—
Mortgage servicing rights	8,227		—		—		8,227
Nonqualified deferred compensation assets	7,850		—		7,850		—
Derivative assets	50,967		—		50,967		—
Total	$	2,257,145	$	—	$	2,186,713	$	70,432
Derivative liabilities	$	43,650	$	—	$	43,650	$	—



	December 31, 2013
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Available-for-sale securities
U.S. Treasury	$	336,095	$	—	$	336,095	$	—
U.S. Government agencies	895,688		—		895,688		—
Municipal	152,716		—		116,330		36,386
Corporate notes	135,038		—		135,038		—
Mortgage-backed	605,225		—		605,225		—
Equity securities	51,528		—		29,365		22,163
Trading account securities	497		—		497		—
Mortgage loans held-for-sale	332,485		—		332,485		—
Mortgage servicing rights	8,946		—		—		8,946
Nonqualified deferred compensation assets	7,222		—		7,222		—
Derivative assets	48,221		—		48,221		—
Total	$	2,573,661	$	—	$	2,506,166	$	67,495
Derivative liabilities	$	37,264	$	—	$	37,264	$	—



	June 30, 2013
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Available-for-sale securities
U.S. Treasury	$	210,975	$	—	$	210,975	$	—
U.S. Government agencies	958,458		—		958,458		—
Municipal	150,127		—		117,695		32,432
Corporate notes	141,933		—		141,933		—
Mortgage-backed	332,767		—		332,767		—
Equity securities	49,564		—		27,136		22,428
Trading account securities	659		—		659		—
Mortgage loans held-for-sale	525,027		—		525,027		—
Mortgage servicing rights	8,636		—		—		8,636
Nonqualified deferred compensation assets	6,793		—		6,793		—
Derivative assets	60,554		—		60,554		—
Total	$	2,445,493	$	—	$	2,381,997	$	63,496
Derivative liabilities	$	37,654	$	—	$	37,654	$	—

The aggregate remaining contractual principal balance outstanding as of June 30, 2014, December 31, 2013 and June 30, 2013 for mortgage loans held-for-sale measured at fair value under ASC 825 was $340.5 million, $314.9 million and $539.5 million, respectively, while the aggregate fair value of mortgage loans held-for-sale was $363.6 million, $332.5 million and $525.0 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 June 30, 2014, December 31, 2013 and June 30, 2013.

The changes in Level 3 assets measured at fair value on a recurring basis during the three and six months ended June 30, 2014 and 2013 are summarized as follows:



				Equity securities		Mortgage servicing rights
(Dollars in thousands)	Municipal			Equity securities		Mortgage servicing rights
Balance at March 31, 2014	$	39,772		$	23,438	$	8,719
Total net gains (losses) included in:
Net loss ⁽¹⁾	—			—		(492		)
Other comprehensive income	73			714		—
Purchases	1,606			—		—
Issuances	—			—		—
Sales	—			—		—
Settlements	(3,398		)	—		—
Net transfers into/(out of) Level 3	—			—		—
Balance at June 30, 2014	$	38,053		$	24,152	$	8,227


(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, 2014	$	36,386		$	22,163	$	8,946
Total net gains (losses) included in:
Net loss ⁽¹⁾	—			—		(719		)
Other comprehensive income	220			1,989		—
Purchases	4,966			—		—
Issuances	—			—		—
Sales	—			—		—
Settlements	(3,519		)	—		—
Net transfers into/(out of) Level 3	—			—		—
Balance at June 30, 2014	$	38,053		$	24,152	$	8,227


(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 March 31, 2013	$	32,324		$	24,470		$	7,344
Total net gains (losses) included in:
Net income ⁽¹⁾	—			—			1,292
Other comprehensive income	(302		)	(2,042		)	—
Purchases	660			—			—
Issuances	—			—			—
Sales	—			—			—
Settlements	(250		)	—			—
Net transfers into/(out of) Level 3	—			—			—
Balance at June 30, 2013	$	32,432		$	22,428		$	8,636


(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, 2013	$	30,770		$	22,169	$	6,750
Total net gains (losses) included in:
Net income ⁽¹⁾	—			—		1,886
Other comprehensive income	(314		)	259		—
Purchases	2,347			—		—
Issuances	—			—		—
Sales	—			—		—
Settlements	(371		)	—		—
Net transfers into/(out of) Level 3	—			—		—
Balance at June 30, 2013	$	32,432		$	22,428	$	8,636


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

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 June 30, 2014.



	June 30, 2014								Three Months Ended June 30, 2014 Fair Value Losses Recognized, net		Six Months Ended June 30, 2014 Fair Value Losses Recognized, net
(Dollars in thousands)	Total		Level 1		Level 2		Level 3
Impaired loans—collateral based	$	65,046	$	—	$	—	$	65,046	$	6,133	$	13,697
Other real estate owned, including covered other real estate owned ⁽¹⁾	115,584		—		—		115,584		2,761		8,933
Total	$	180,630	$	—	$	—	$	180,630	$	8,894	$	22,630


(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, are generally used on real estate collateral-dependent impaired loans.

The Company’s Managed Assets Division is primarily responsible for the valuation of Level 3 measurements 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 June 30, 2014, the Company had $137.2 million of impaired loans classified as Level 3. Of the $137.2 million of impaired loans, $65.0 million were measured at fair value based on the underlying collateral of the loan as shown in the table above. The remaining $72.2 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 and is therefore considered a Level 3 valuation.

The Company’s Managed Assets Division is primarily responsible for the valuation of Level 3 measurements for non-covered other real estate owned and covered other real estate owned. At June 30, 2014, the Company had $115.6 million of other real estate owned classified as Level 3. The unobservable input applied to other real estate owned relates to the valuation adjustment determined by the Company’s appraisals. The valuation adjustments applied to other real estate owned range from a 55% write-up, to a 40% write-down of the carrying value at June 30, 2014, with a weighted average write-down adjustment of 2.81%. A higher appraisal valuation results in a increased carrying value.

The valuation techniques and significant unobservable inputs used to measure both recurring and non-recurring Level 3 fair value measurements at June 30, 2014 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

38,053

Bond pricing

Equivalent rating

BBB-AA+

N/A

Increase

Equity Securities

24,152

Discounted cash flows

Discount rate

1.24%-2.10%

1.72%

Decrease

Mortgage Servicing Rights

8,227

Discounted cash flows

Discount rate

9.5%-13%

9.66%

Decrease

Constant prepayment rate (CPR)

11%-16%

12.68%

Decrease

Measured at fair value on a non-recurring basis:

Impaired loans—collateral based

65,046

Appraisal value

N/A

Other real estate owned, including covered other real estate owned

115,584

Appraisal value

Property specific valuation adjustment

(40)% - 55%

(2.81)%

Increase

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 carrying amounts and estimated fair values of the Company’s financial instruments as of the dates shown:



	At June 30, 2014				At December 31, 2013				At June 30, 2013
	Carrying		Fair		Carrying		Fair		Carrying		Fair
(Dollars in thousands)	Value		Value		Value		Value		Value		Value
Financial Assets:
Cash and cash equivalents	$	356,978	$	356,978	$	263,864	$	263,864	$	233,299	$	233,299
Interest bearing deposits with banks	506,871		506,871		495,574		495,574		440,656		440,656
Available-for-sale securities	1,824,240		1,824,240		2,176,290		2,176,290		1,843,824		1,843,824
Trading account securities	2,234		2,234		497		497		659		659
Federal Home Loan Bank and Federal Reserve Bank stock, at cost	84,531		84,531		79,261		79,261		79,354		79,354
Brokerage customer receivables	28,199		28,199		30,953		30,953		26,214		26,214
Mortgage loans held-for-sale, at fair value	363,627		363,627		332,485		332,485		525,027		525,027
Mortgage loans held-for-sale, at lower of cost or market	—		—		1,842		1,857		12,964		13,113
Total loans	14,025,150		14,741,579		13,243,033		13,867,255		12,971,494		13,613,298
Mortgage servicing rights	8,227		8,227		8,946		8,946		8,636		8,636
Nonqualified deferred compensation assets	7,850		7,850		7,222		7,222		6,793		6,793
Derivative assets	50,967		50,967		48,221		48,221		60,554		60,554
FDIC indemnification asset	46,115		46,115		85,672		85,672		137,681		137,681
Accrued interest receivable and other	165,511		165,511		163,732		163,732		163,703		163,703
Total financial assets	$	17,470,500	$	18,186,929	$	16,937,592	$	17,561,829	$	16,510,858	$	17,152,811
Financial Liabilities
Non-maturity deposits	$	11,314,162	$	11,314,162	$	10,442,077	$	10,442,077	$	10,023,533	$	10,023,533
Deposits with stated maturities	4,242,214		4,255,896		4,226,712		4,242,172		4,342,321		4,359,361
Notes payable	—		—		364		364		1,729		1,729
Federal Home Loan Bank advances	580,582		585,792		417,762		422,750		585,942		591,183
Other borrowings	43,716		43,716		254,740		254,740		252,776		252,776
Subordinated notes	140,000		144,899		—		—		10,000		10,000
Junior subordinated debentures	249,493		250,492		249,493		250,672		249,493		250,597
Derivative liabilities	43,650		43,650		37,264		37,264		37,654		37,654
Accrued interest payable	8,399		8,399		8,556		8,556		11,293		11,293
Total financial liabilities	$	16,622,216	$	16,647,006	$	15,636,968	$	15,658,595	$	15,514,741	$	15,538,126

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 other banks, brokerage customer receivables, FHLB and FRB stock, FDIC indemnification asset, accrued interest receivable and accrued interest payable, non-maturity deposits, notes payable and other borrowings.

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

Mortgage loans held-for-sale, at lower of cost or market—Fair value is based on either quoted prices for the same or similar loans, or values obtained from third parties, or is estimated for portfolios of loans with similar financial characteristics and is therefore considered a Level 2 valuation.

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.

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.