8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2012

WINTRUST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Illinois	001-35077	36-3873352
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
727 North Bank Lane Lake Forest, Illinois		60045
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (847) 615-4096

Not Applicable

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

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

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

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

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

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

Item 7.01. Regulation FD Disclosure.

On February 27, 2012, Wintrust Financial Corporation (the “Company”) issued a press release announcing that it planned to present certain information regarding the Company at the Keefe, Bruyette & Woods 2012 Boston Bank Conference on February 29, 2012.

Pursuant to Regulation FD, the Company is hereby furnishing the press release as Exhibit 99.1 and the Company’s presentation as Exhibit 99.2, each of which is incorporated by reference into this Item 7.01. This information is being “furnished” to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibits
99.1	Press Release dated February 27, 2012
99.2	Presentation

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements within the meaning of federal securities laws. Forward-looking information can be identified through the use of words such as “intend,” “plan,” “project,” “expect,” “anticipate,” “believe,” “estimate,” “contemplate,” “possible,” “point,” “will,” “may,” “should,” “would” and “could.” Forward-looking statements and information are not historical facts, are premised on many factors and assumptions, and represent only management’s expectations, estimates and projections regarding future events. Similarly, these statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict, which may include, but are not limited to, those listed below and the Risk Factors discussed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 and in any of the Company’s subsequent SEC filings. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of invoking these safe harbor provisions. Such forward-looking statements may be deemed to include, among other things, statements relating to the Company’s future financial performance, the performance of its loan portfolio, the expected amount of future credit reserves and charge-offs, delinquency trends, growth plans, regulatory developments, securities that the Company may offer from time to time, and management’s long-term performance goals, as well as statements relating to the anticipated effects on financial condition and results of operations from expected developments or events, the Company’s business and growth strategies, including future acquisitions of banks, specialty finance or wealth management businesses, internal growth and plans to form additional de novo banks or branch offices. Actual results could differ materially from those addressed in the forward-looking statements as a result of numerous factors, including the following:

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

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

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

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

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

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

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

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

• unexpected difficulties and losses related to Federal Deposit Insurance Corporation (“FDIC”)-assisted acquisitions, including those resulting from our loss-sharing arrangements with the FDIC;

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

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

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

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

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

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

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

• environmental liability risk associated with lending activities;

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

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

• the soundness of other financial institutions;

• the possibility that certain European Union member states will default on their debt obligations, which may affect the Company’s liquidity, financial conditions and results of operations;

• unexpected difficulties or unanticipated developments related to the Company’s strategy of de novo bank formations and openings, which typically require over 13 months of operations before becoming profitable due to the impact of organizational and overhead expenses, the startup phase of generating deposits and the time lag typically involved in redeploying deposits into attractively priced loans and other higher yielding earning assets;

• examinations and challenges by tax authorities;

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

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

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

• legislative or regulatory changes, particularly changes in regulation of financial services companies and/or the products and services offered by financial services companies, including those resulting from the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”);

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

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

• changes in capital requirements resulting from Basel II and III initiatives;

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

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

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

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

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

• significant litigation involving the Company.

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

Signature

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

WINTRUST FINANCIAL CORPORATION (Registrant)
By:	/s/ Lisa Pattis
	Lisa Pattis Executive Vice President, General Counsel and Corporate Secretary

Date: February 29, 2012

INDEX TO EXHIBITS

Exhibit
99.1	Press Release dated February 27, 2012
99.2	Presentation

EX-99.1

Wintrust Financial Corporation Will Be Presenting at the Keefe, Bruyette & Woods 2012 Boston Bank Conference on February 29, 2012

LAKE FOREST, Ill., Feb. 27, 2012 (GLOBE NEWSWIRE) -- Wintrust Financial Corporation (“Wintrust”) (Nasdaq:WTFC) today announced that Company management will present at the Keefe, Bruyette & Woods 2012 Boston Bank Conference on February 29, 2012. The conference will be broadcast on the Internet at http://www.kbw.com/news/conferenceBostonBank2012_Webcast.html and will also be available through Wintrust Financial Corporation’s website at www.wintrust.com. The presentation is scheduled to begin at 3:15 p.m. Eastern Time. The archived webcast will be available for sixty days after the event. Listeners should go to the website at least fifteen minutes before the event to download and install any necessary audio software. There is no charge to access the event.

Wintrust is a financial holding company with assets of approximately $16 billion whose common stock is traded on the Nasdaq Global Select Market. Wintrust operates fifteen community banks that provide a full complement of commercial and consumer loan and deposit products and services through approximately 100 banking facilities in the Chicago and Milwaukee metropolitan areas. Wintrust also provides brokerage, trust and investment services to customers primarily in the Midwest, as well as customers of the banks, and provides services in mortgage banking, insurance premium financing and several specialty-lending niches.

CONTACT: Edward J. Wehmer, President & Chief Executive Officer David A. Dykstra, Senior Executive Vice President & Chief Operating Officer (847) 615-4096 Website address: www.wintrust.com

Wintrust Financial Corporation

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Wintrust Financial Corp.’s business which are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report or Form 10-K for the most recently ended fiscal year.

EX-99.2

1

1

Keefe, Bruyette & Woods 2012 Boston Bank Conference

February 29, 2012

Exhibit 99.2

2

2

FORWARD-LOOKING

FORWARD-LOOKING

INFORMATION

INFORMATION

During the course of our remarks today, we will make

During the course of our remarks today, we will make

certain predictive statements regarding our plans and

certain predictive statements regarding our plans and

strategies and anticipated financial effects to assist you

strategies and anticipated financial effects to assist you

better in understanding our company.

better in understanding our company.

These forward looking statements about future results

These forward looking statements about future results

are subject to risks and uncertainties.

are subject to risks and uncertainties.

Refer to our periodic reports on file with the SEC and the

Refer to our periodic reports on file with the SEC and the

slides at the end of this presentation regarding forward-

slides at the end of this presentation regarding forward-

looking statements for further detail in this regard.

looking statements for further detail in this regard.

Today’s Presentation

Today’s Presentation

Who we are

Who we are

Where we have been-how we got here

Where we have been-how we got here

Where we are going

Where we are going

Summary financial results

Summary financial results

Questions

Questions

3

3

5

5

Who We Are

Who We Are

Nearly twenty year-old community focused banking organization

Nearly twenty year-old community focused banking organization

with approximately $16 billion in assets

with approximately $16 billion in assets

Fifteen community banks with strong ties to local residents and

Fifteen community banks with strong ties to local residents and

business leaders in the Chicago and Milwaukee metropolitan markets

business leaders in the Chicago and Milwaukee metropolitan markets

9 de novo charters established since 1991

9 de novo charters established since 1991

15

15

bank

bank

acquisitions

acquisitions

since

since

the

the

4

4

th

qtr

qtr

2003,

2003,

including

including

7

7

FDIC-assisted

FDIC-assisted

acquisitions in 2010-2012 (some were merged into existing charters)

acquisitions in 2010-2012 (some were merged into existing charters)

A small branch acquisition completed in October 2010 in Naperville,

A small branch acquisition completed in October 2010 in Naperville,

IL.  Total deposits acquired were approximately $23 million

IL.  Total deposits acquired were approximately $23 million

101 existing banking locations

101 existing banking locations

In our early years and by design, the vast majority of customers

In our early years and by design, the vast majority of customers

didn’t even know Wintrust existed --

didn’t even know Wintrust existed --

as you will see later, this is

as you will see later, this is

changing

changing

6

6

Who We Are -

Who We Are -

Company Overview

Company Overview

Community

Banking

Specialty Finance

Wealth

Management

Fifteen community

banks

Chicago and

Milwaukee

metropolitan markets

101 locations

Full product suite –

home equity, home

mortgage, consumer,

real estate and

commercial loans, safe

deposit facilities, ATMs,

& internet banking

Wintrust Mortgage

National mortgage

production capabilities

with focus on Chicago

metropolitan area

Two finance

companies –

premium

finance and account

receivables

Loan production to

optimize banks’

balance sheets

First Insurance

Funding

P&C

Life Insurance

Tricom-

Temporary

help industry

processing and

financing

Other niches (including 

housing associations,

franchise lending,

mortgage warehouse

lending, indirect auto

lending –

to name a

few)

Wayne Hummer

acquired in

2002, and 4

subsequent

acquisitions

$13+ bn in AUM

Brokerage,

asset

management

and trust

capabilities

Commercial

Banking

HAVE

HAVE

IT

IT

ALL

ALL

–

Big

Big

Bank Resources,

Bank Resources,

Community Bank

Community Bank

Service

Service

Chicago and

Chicago and

Milwaukee

Milwaukee

downtown lending

downtown lending

offices

offices

All community

All community

banks

banks

Full

Full

product

product

suite

suite

–

commercial loans, 

commercial loans, 

treasury

treasury

management,  lock

management,  lock

box services,

box services,

international

international

Focus

Focus

on

on

middle-

market

C&I

C&I

Added over 50 new

Added over 50 new

lenders since the

lenders since the

beginning of 2009.

beginning of 2009.

7

7

Asset Growth –

Asset Growth –

Internal / Acquired

Internal / Acquired

(in millions)

(in millions)

8

8

Banking Locations

Banking Locations

9

A Leading Chicago Bank

Beginning of 2010

At December 31, 2011

Wintrust Banks: Recent Growth in Locations

Wintrust Banks: Recent Growth in Locations

10

10

Chicago and Milwaukee metropolitan markets

Chicago and Milwaukee metropolitan markets

Initially focused on high net worth areas. Have

Initially focused on high net worth areas. Have

since moved into broader market

since moved into broader market

Flexibility to continue to profitably penetrate

Flexibility to continue to profitably penetrate

broader market

broader market

Downtown Chicago focusing on corporate and

Downtown Chicago focusing on corporate and

commercial customers

commercial customers

Positioned as local alternatives to the “Big Banks”

Positioned as local alternatives to the “Big Banks”

We know our communities extremely well

We know our communities extremely well

Personalized service, creative marketing and

Personalized service, creative marketing and

employee involvement

employee involvement

Have taken advantage of big-bank consolidation

Have taken advantage of big-bank consolidation

and market dislocation to grow quickly

and market dislocation to grow quickly

Vigorously defend and grow market share

Vigorously defend and grow market share

Who We Are -

Who We Are -

Core Strategy

Core Strategy

Good Markets

Consistent strategy for twenty years

Community

Focused

Market Share

Growth

11

11

Funding

Funding

Assets

Assets

Who We Are -

Who We Are -

Operating Strategy

Operating Strategy

Loan-to-deposit ratio 85% -

90%

Generate ~ two-thirds of loan

volume from banks

Remaining loan volume from niche

businesses

First Insurance Funding

Tricom

Other (including housing

associations, franchise lending, 

mortgage warehouse lending,

indirect auto --

to name a few)

Consistent, conservative credit

standards

Manage risk through portfolio

diversification and decentralized

structure

Minimal "nuisance fees", if at all

Same or better products and delivery

-

differentiate with service

Technology as the great equalizer

Strong, diversified funding base

Recent markets have proven the

value of that approach

Franchise is built on deposit funding

87% of total funding

Substantially all deposits are

customer generated

Approximately 4% traditional

brokered deposits

Goal is to be top two in both deposit

market share and household

penetration in each banks’

local

market area

12

12

Deposit Market Share-Chicago MSA

Deposit Market Share-Chicago MSA

As of June 30, 2011 and 2010

As of June 30, 2011 and 2010

At June 30, 2011

At June 30, 2011

At June 30, 2010

At June 30, 2010

In-market

Deposit

In-market

Deposit

2011

2011

Deposit

Deposit

Market

Market

Deposit

Deposit

Market

Market

Rank

Rank

Bank Holding Company

Bank Holding Company

Dollars

Dollars

Share %

Share %

Dollars

Dollars

Share %

Share %

1.

1.

JP Morgan Chase & Co. **

JP Morgan Chase & Co. **

$ 57.9 BB

$ 57.9 BB

19.8%

19.8%

$49.2 BB

$49.2 BB

17.2%

17.2%

2.

2.

Bank of Montreal **

Bank of Montreal **

$ 33.3 BB

$ 33.3 BB

11.4 %

11.4 %

$26.7 BB

$26.7 BB

9.4%

9.4%

3.

3.

Bank of America **

Bank of America **

$ 25.1 BB

$ 25.1 BB

8.6%

8.6%

$32.0 BB

$32.0 BB

11.2%

11.2%

4.

4.

Northern Trust Corporation

Northern Trust Corporation

$ 18.9 BB

$ 18.9 BB

6.4 %

6.4 %

$12.7 BB

$12.7 BB

4.4%

4.4%

5.

5.

PNC Financial Services Group**

PNC Financial Services Group**

$ 11.9 BB     4.1 %

$ 11.9 BB     4.1 %

$13.0 BB

$13.0 BB

4.6%

4.6%

6.

6.

Wintrust Financial Corp.

Wintrust Financial Corp.

$10.7 BB

$10.7 BB

3.7 %

3.7 %

$10.2 BB

$10.2 BB

3.6%

3.6%

7.

7.

Citigroup Inc. **

Citigroup Inc. **

$   9.4 BB

$   9.4 BB

3.2 %

3.2 %

$  9.9 BB

$  9.9 BB

3.5%

3.5%

8.

8.

PrivateBancorp, Inc.

PrivateBancorp, Inc.

$   8.7 BB

$   8.7 BB

3.0 %

3.0 %

$  9.0 BB

$  9.0 BB

3.2%

3.2%

A Leading Chicago bank

Source:  FDIC Website –

Summary of Deposits as of June 30, 2011 and 2010

Market share data is for the Chicago Metropolitan Statistical Area

** -

Corporate Headquarters is out-of-state

How We Got Here

How We Got Here

13

13

14

14

Consistent Strategy –

Consistent Strategy –

Changing Tactics

Changing Tactics

(1991-2005)

(2010-11)

(2008)

(2009)

(2006-07)

Organic &

Organic &

Acquisition Growth

Acquisition Growth

7 traditional bank

7 traditional bank

acquisitions since 2003

acquisitions since 2003

9 de novo charters since

9 de novo charters since

1991

1991

“Rope -

A –

Dope”

Slowed growth

Maintained extremely

conservative underwriting

Reduced relative cost of

funds

Controlled expenses

“Off the Ropes”

Life insurance premium finance

acquisition

PMP acquisition (in late Dec ’08)

Over 50 new lenders hired since Jan

‘09

Loans

$800 mm in 2009

Deposits

$1.5 bn in 2009

Organic & Acquisition Growth

Take advantage of “dislocation”

Consistent loan growth –

approx. $1.8

billion since 2009 (excl. covered loans)

6 FDIC-assisted transactions

Acquired 1 branch in Naperville,

Acquired asset management firm with

approx. $2.4 bn in AUM

Acquired Elgin State Bank (unassisted)

Raised capital-RETIRED TARP

WINTRUST

TACTICS

CREDIT

CYCLE

Capital & TARP-CPP

Focused on minimizing dilution to

shareholders

Q3’08 –

raised $50 mm of convertible

preferred

Dec. ’08 -

$250 mm TARP-CPP

Healthy

Restrained

Recovery

The Perfect

Storm

Stabilization

Storm Clouds

Gather

Warning signs 1Q’06

Disadvantageous yield curve

Loosened credit standards

Credit spreads moved to

unacceptable levels

Compound Annual Growth Rates

1991-2005

2006-2007

2007-2008

2008-2009

2009-2010

2010-2011

Asset Growth         43.4%                      -2.1%                    13.8%                  14.6%           

14.4%             13.7%

15

15

Compound Annual Growth Rates

Compound Annual Growth Rates

Through 2005

Through 2005

(Years ended December 31, 2005)

(Years ended December 31, 2005)

1 year

1 year

2 year

2 year

3 year    4 year    5 year

3 year    4 year    5 year

•

•

Revenues

Revenues

27.6%

27.6%

26.8    25.0%    31.8%    31.4%

26.8    25.0%    31.8%    31.4%

•

•

Net Income

Net Income

30.5

30.5

32.6

32.6

34.0

34.0

38.1        43.1

38.1        43.1

•

•

EPS (diluted)

EPS (diluted)

17.5

17.5

17.9

17.9

19.8

19.8

21.3        27.1

21.3        27.1

•

•

Assets

Assets

27.4

27.4

31.2

31.2

30.0

30.0

31.9        31.2

31.9        31.2

•

•

Loans

Loans

19.9

19.9

25.7

25.7

26.8

26.8

26.8        27.5

26.8        27.5

•

•

Deposits

Deposits

31.8

31.8

31.8

31.8

29.6

29.6

30.6        29.8

30.6        29.8

16

16

So How Did Wintrust Fare??

So How Did Wintrust Fare??

Remained profitable throughout the cycle.

Remained profitable throughout the cycle.

We have taken advantage of the many opportunities

We have taken advantage of the many opportunities

which are always present in adverse credit cycles

which are always present in adverse credit cycles

Dislocated people

Dislocated people

Dislocated assets

Dislocated assets

Dislocated banks

Dislocated banks

Key Financial Goals

Key Financial Goals

Increase pre-tax pre-provision adjusted earnings

Increase pre-tax pre-provision adjusted earnings

Move bad assets out

Move bad assets out

17

17

Taking Advantage of Dislocations

Taking Advantage of Dislocations

Dislocated People

Dislocated People

Dislocated Assets

Dislocated Assets

Dislocated Banks

Dislocated Banks

FIFC purchased a

portfolio of domestic life

insurance premium

finance loans and certain

related assets from

indirect wholly-owned

subsidiaries of AIG

Aggregate balance of

approximately $1.03

billion

Purchase price of $746

million

Resulting discount of

$287 million

Pre-tax bargain

purchase price gain of

$167 million

First purchase: July 28,

2009

Smaller, second

purchase: October 2,

2009

Set up downtown

Chicago office to capture

core commercial and

industrial (C&I) business

Added 50+ lenders since

the beginning of 2009

added throughout the

organization

Adding talented staff in

other areas to support

our growth and to stay

out in front on product

delivery systems and

regulatory changes.

Since April 2010, acquired

seven failed banks from the

FDIC -

they cover the

majority of losses

Very disciplined bids-

$71 million in Bargain

Purchase Gains  (BPG)

recorded in 2010/2011

Accretive to earnings

Strategic as we moved

into contiguous markets

not served by us

We intend to assimilate

and then aggressively

grow these acquisitions

to be market leaders

Acquired a branch with

$23 million in deposits in

Naperville, IL in 2010

Acquired a non-assisted

bank with 3 branches in

3Q11

Acquired 3 bank facilities

from the FDIC

FDIC-Assisted Transactions

FDIC-Assisted Transactions

18

18

Bank

Date of

Acquisition

Number

Of

Branches

Fair Value

of Asset

Acquired

(in 000s)

Fair Value of

Loans

Acquired

(in 000s)

Fair Value of

Liabilities

Acquired

(in 000s)

Bargain

Purchase

Gain

Lincoln Park

4/23/2010

4

157,078

103,420

192,018

$4.2MM

Wheatland

4/23/2010

1

343,870

175,277

415,560

$22.3 MM

Ravenswood

8/6/2010

2

173,919

97,956

122,943

$6.8 MM

Community First

Bank

2/4/2011

1

50,891

27,332

49,779

$2.0 MM

The Bank of

Commerce

3/25/11

1

173,986

77,887

168,472

$8.6 MM

First Chicago

Bank

7/8/11

7

768,873

330,203

741,508

$27.4 MM

Total through

2011

16

1,668,617

812,075

1,690,280

$71.3 MM

Additionally, acquired Charter National Bank & Trust on February

10, 2012

in an FDIC-assisted transaction with two branches and approximately $90

million in assets and deposits.

19

19

Consolidated Net Income

Consolidated Net Income

(before Preferred Dividends, in 000s)

(before Preferred Dividends, in 000s)

20

20

Annual “Pre-tax Adjusted Earnings”

Annual “Pre-tax Adjusted Earnings”

(in 000s)

(* -

Annualized)

“Pre-tax Adjusted Earnings”

are calculated by removing from reported Pre-tax earnings the following categories: 

Provision for Credit Losses; OREO Related Costs; Mortgage Recourse Obligations on Loans Previously Sold;

Covered Loan Expense; Mortgage Servicing Rights Fair Value adjustments; Bargain Purchase Gains; Gains or

Losses on from Investments in Limited Partnerships; Trading Gains or Losses; and Securities Gains or Losses.

Further information regarding the calculation methodology is available in our news release filed on Form 8-K

dated

January

18,

2012

under

the

section

titled

“Supplemental

Financial

Measures/Ratios”.

LOAN GROWTH

LOAN GROWTH

(excluding Loans Held for Sale)

(excluding Loans Held for Sale)

21

21

(in millions)

Loan pipelines remain good

22

22

Non-Performing Asset Ratio

Non-Performing Asset Ratio

Wintrust vs. Peer Group

Wintrust vs. Peer Group

Peer Group Data is per the Federal Reserve’s Bank Holding

Company Performance Report

23

23

Net Charge-offs Ratio

Net Charge-offs Ratio

Wintrust vs. Peer Group

Wintrust vs. Peer Group

Peer Group Data is per the Federal Reserve’s Bank Holding

Company Performance Report

24

24

Capital Summary  

Capital Summary  

Enhance and maintain strong capital ratios

12/31/09

12/31/10

12/30/11

Tier 1 Risk-based capital

11.0%      12.5%      11.8%

Total capital ratio

12.4%      13.8%      13.0%

Leverage ratio

9.3%      10.1%        9.4%

Tangible common equity ratio

4.7%        8.0%      

7.5%

Provide flexibility for growth

Organic growth & lending opportunities

Portfolio and business acquisitions

2010 Capital Activity

March 2010 –

Sale of Common Stock (+$210 mm)

December 2010-

Sale of Common Stock and TEUs (+$327 mm)

Repaid TARP-CPP in December 2010  (-$250 mm)

Financial Overview –

Financial Overview –

Wintrust Has Consistently Grown

Wintrust Has Consistently Grown

Tangible Book Value Per Share Through Cycles

Tangible Book Value Per Share Through Cycles

Tangible Common Book Value Per Share

Tangible Common Book Value Per Share

$26.66*

* Proforma assuming tangible equity units convert at a maximum price of $37.50

26

26

Financial Overview –

Financial Overview –

Capital Components

Capital Components

(in millions)

(in millions)

-

Common Shareholders Equity

-

Trust Preferred Securities

-

Subordinated Debt

-

Preferred Securities

Wintrust Strategy for 2012

Wintrust Strategy for 2012

and Beyond

and Beyond

Back to the Future

Back to the Future

27

27

28

28

Back to the Future

Back to the Future

Strategy for 2012 and Beyond

Strategy for 2012 and Beyond

This cycle isn’t over yet so we need to proceed cautiously in

This cycle isn’t over yet so we need to proceed cautiously in

all of our endeavors

all of our endeavors

Continue to increase core earnings

Continue to increase core earnings

Continue to expeditiously remove problem assets from the

Continue to expeditiously remove problem assets from the

balance sheet

balance sheet

Plan is to return to the growth mode experienced in the first

Plan is to return to the growth mode experienced in the first

15 years of our existence with an overriding emphasis on

15 years of our existence with an overriding emphasis on

achieving superior profitability

achieving superior profitability

Organic growth

Organic growth

New hires

New hires

Chicago office

Chicago office

Selective, opportunistic acquisitions in all areas of our business

Selective, opportunistic acquisitions in all areas of our business

Continue to locate “dislocations”

Continue to locate “dislocations”

in the market and take advantage

in the market and take advantage

of them

of them

Never take our eye off the major operating tenet that made

Never take our eye off the major operating tenet that made

us successful throughout the years-Service, Service, Service

us successful throughout the years-Service, Service, Service

Expected Pre-tax Adjusted Earnings

Expected Pre-tax Adjusted Earnings

Improvements

Improvements

“Pre-tax adjusted earnings”

“Pre-tax adjusted earnings”

annualized run rate

annualized run rate

$229 million run rate in the 4

$229 million run rate in the 4

th

Quarter of 2010

Quarter of 2010

$243 million run rate in the 4

$243 million run rate in the 4

th

Quarter of 2011

Quarter of 2011

Subject to market and other conditions, including interest

Subject to market and other conditions, including interest

Continued deposit re-pricing

Continued deposit re-pricing

Organic growth

Organic growth

Income from additional acquisitions

Income from additional acquisitions

29

29

rate environments, liquidity positions and other factors

rate environments, liquidity positions and other factors

influencing growth, pre-tax, pre-provision adjusted

influencing growth, pre-tax, pre-provision adjusted

earnings could benefit from the following:

earnings could benefit from the following:

Organic Growth and Branding

Organic Growth and Branding

Organic Growth-going back to pre Rope-A-Dope model

Organic Growth-going back to pre Rope-A-Dope model

Expect each bank to grow $75 million per year

Expect each bank to grow $75 million per year

Expect each bank to open a branch every two years

Expect each bank to open a branch every two years

The Wintrust Brand

The Wintrust Brand

By design becoming more prevalent and recognized over the last two

By design becoming more prevalent and recognized over the last two

years

years

Wintrust

Wintrust

Wealth

Wealth

Management,

Management,

Wintrust

Wintrust

Mortgage

Mortgage

Co.,

Co.,

Wintrust

Wintrust

Commercial

Commercial

Banking

Banking

Recently began to offer full affiliate banking to all of our customers

Recently began to offer full affiliate banking to all of our customers

Each of our banks will take on the sub-brand of “A Wintrust

Each of our banks will take on the sub-brand of “A Wintrust

Community Bank”

Community Bank”

in order to take advantage of our network

in order to take advantage of our network

Will

Will

not

not

lose

lose

positioning

positioning

of

of

the

the

local

local

alternative

alternative

to

to

the

the

big

big

banks

banks

Rather,

Rather,

we

we

are

are

a

a

consortium

consortium

of

of

community

community

banks

banks

that

that

give

give

customers

customers

the

the

best

best

of

of

all

worlds-community

banks

service

with

big

bank

products

“Have

it

All”

30

30

31

31

Penetrate new markets with community banking model

Penetrate new markets with community banking model

Within 1½

Within 1½

hours of Wintrust headquarters

hours of Wintrust headquarters

Acquired entities with existing management that wish to continue

Acquired entities with existing management that wish to continue

to grow

to grow

Acquisitions in specialty finance and wealth management

Acquisitions in specialty finance and wealth management

Must complement existing franchise, be a strategic new business

Must complement existing franchise, be a strategic new business

line, or add/improve customer products and services

line, or add/improve customer products and services

Acquired Great Lakes Advisors in July 2011

Acquired Great Lakes Advisors in July 2011

Canadian premium finance business acquisition announce in

Canadian premium finance business acquisition announce in

February

February

2012.

2012.

Closing

Closing

expected

expected

by

by

early

early

2 

2 

Quarter

Quarter

of

of

2012

2012

Evaluating FDIC-assisted and unassisted bank deals

Evaluating FDIC-assisted and unassisted bank deals

Completed seven FDIC-assisted transactions since April 2010

Completed seven FDIC-assisted transactions since April 2010

Acquired a separate branch location in Naperville, IL in October

Acquired a separate branch location in Naperville, IL in October

2010 through an unassisted transaction

2010 through an unassisted transaction

Acquired a bank in Elgin, IL in Sept. 2011 (not FDIC-assisted)

Acquired a bank in Elgin, IL in Sept. 2011 (not FDIC-assisted)

Branch and trust operation acquisition is pending

Branch and trust operation acquisition is pending

Focus

Focus

on

on

earnings

earnings

accretion

accretion

and

and

improving

improving

franchise

franchise

value

value

Growth Strategy -

Growth Strategy -

Expansion

Expansion

nd

Growth Strategy –

Growth Strategy –

Market Conditions

Market Conditions

Our opinion is that about half of the customers in the

Our opinion is that about half of the customers in the

market prefer a local community oriented bank while the

market prefer a local community oriented bank while the

other half prefer a large banking organization.

other half prefer a large banking organization.

We believe our structure (multiple charters with locally

We believe our structure (multiple charters with locally

engaged management and the resources of a larger

engaged management and the resources of a larger

institution) will allow us to take advantage of the existing

institution) will allow us to take advantage of the existing

market conditions.  Specifically, we believe:

market conditions.  Specifically, we believe:

Banks

Banks

under

under

$1

$1

billion

billion

in

in

assets

assets

will

will

find

find

it

it

hard

hard

to

to

operate

operate

and

and

grow due to:

grow due to:

Increased regulatory burden

Increased regulatory burden

Difficulty in competing for high quality assets

Difficulty in competing for high quality assets

Difficulty in accessing capital for growth

Difficulty in accessing capital for growth

We are a logical partner for these banks and a logical

We are a logical partner for these banks and a logical

bank

bank

for

for

their

their

customers

customers

to

to

HAVE

HAVE

IT

IT

ALL™

ALL™

with

with

Wintrust

Wintrust

32

32

Why Invest in Wintrust?

Why Invest in Wintrust?

Managing well through the cycle-consistently profitable

Managing well through the cycle-consistently profitable

with strong core earnings growth

with strong core earnings growth

Asset quality position is manageable and better than

Asset quality position is manageable and better than

peer group and should allow us to be first out of this

peer group and should allow us to be first out of this

cycle

cycle

Strong capital position-NO TARP overhang

Strong capital position-NO TARP overhang

Enviable core deposit franchise in market area

Enviable core deposit franchise in market area

Differentiated, highly diversified and sustainable

Differentiated, highly diversified and sustainable

business model

business model

Well positioned to take advantage of industry

Well positioned to take advantage of industry

consolidation

consolidation

We believe our stock is underpriced relative to current

We believe our stock is underpriced relative to current

market metrics and relative positioning among local

market metrics and relative positioning among local

peers

peers

33

33

34

34

Supplemental Financial

Supplemental Financial

Data

Data

36

36

Total Assets

Total Assets

(in millions)

37

37

Historical Growth

Historical Growth

38

38

Asset Growth of Banks by Year

Asset Growth of Banks by Year

(in millions)

39

39

Net Interest Margin

Net Interest Margin

(fully taxable equivalent)

(fully taxable equivalent)

40

40

-

Net interest income

-

Non-interest income

(in 000s)

Revenue Growth by Quarter

Revenue Growth by Quarter

(excluding Bargain Purchase Gains recorded in 3Q09 through 4Q11)

(excluding Bargain Purchase Gains recorded in 3Q09 through 4Q11)

41

41

EPS Growth

EPS Growth

Annual

Quarterly

4

th

Quarter and full year 2010 amounts exclude $(0.33) and $(0.36) per diluted common share as a result

of the deemed preferred stock dividend resulting from the repurchase of the TARP-CPP preferred stock.

42

42

Net Overhead Ratio & Efficiency Ratio

Net Overhead Ratio & Efficiency Ratio

43

43

Diversified Loan Portfolio

Diversified Loan Portfolio

Composition as of December 31, 2011 -

Composition as of December 31, 2011 -

$11.2 Billion

$11.2 Billion

(excludes loans held for sale)

(excludes loans held for sale)

Commercial

and Industrial

Premium Finance –

Life Insurance

Res. R/E

Home Equity

Other

Other Commercial Niches

Commercial

Real Estate

Premium Finance –

Commercial

Covered Loans

44

44

Ending Loan-to-Deposit/Secured

Ending Loan-to-Deposit/Secured

Borrowing Ratio*

Borrowing Ratio*

(excludes loans held for sale)

(excludes loans held for sale)

*Includes $600 million of secured borrowing related to the commercial

premium finance loan securitization for which the related loans are

recorded on the balance sheet beginning in 2010.

45

45

Non-Performing Assets to Total Assets

Non-Performing Assets to Total Assets

(NPAs include NPLs and OREO and exclude covered loans)

(NPAs include NPLs and OREO and exclude covered loans)

Assets

in millions

Peer Group-2003 = 0.58%

Peer Group-2004 = 0.45%

Peer Group-2005 = 0.42%

Peer Group-2006 = 0.43%

Peer Group-2007 = 0.80%

Peer Group-2008 = 1.97%

Peer Group-2009 = 3.16%

Peer Group-2010 = 2.77%

Peer Group Data is per the Federal Reserve’s Bank Holding Company Performance Report

46

46

Net Charge-offs to Total Average Loans

Net Charge-offs to Total Average Loans

Loans

In millions

Peer Group-2003 = 0.33%

Peer Group-2004 = 0.21%

Peer Group-2005 = 0.18%

Peer Group-2006 = 0.15%

Peer Group-2007 = 0.27%

Peer Group-2008 = 1.10%

0.31%

Peer Group Data is per the Federal Reserve’s Bank Holding Company Performance Report

Peer Group-2010 = 2.04%

Peer Group-2009 = 2.33%

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements within the meaning of federal securities laws.

Forward-looking

information

can

be

identified

through

the

use

of

words

such

as

“intend,”

“plan,”

“project,”

“expect,”

“anticipate,”

“believe,”

“estimate,”

“contemplate,”

“possible,”

“point,”

“will,”

“may,”

“should,”

“would”

and “could.”

Forward-looking statements and information are not historical

facts, are premised on many factors and assumptions, and represent only management’s

expectations,

estimates

and

projections

regarding

future

events.

Similarly,

these

statements

are

not

guarantees of future performance and involve certain risks and uncertainties that are difficult to

predict,

which

may

include,

but

are

not

limited

to,

those

listed

below

and

the

Risk

Factors

discussed

under Item

1A of the Company’s 2010 Annual Report on Form 10-K and in any of the Company’s

subsequent SEC filings. The Company intends such forward-looking statements to be covered by the

safe harbor provisions for forward-looking statements contained in the Private Securities Litigation

Reform

Act

of

1995,

and

is

including

this

statement

for

purposes

of

invoking

these

safe

harbor

provisions. Such forward-looking statements may be deemed to include, among other things,

statements relating to the Company’s future financial performance, the performance of its loan

portfolio, the expected amount of future credit reserves and charge-offs, delinquency trends, growth

plans, regulatory developments, securities that the Company may offer from time to time, and

management’s long-term performance goals, as well as statements relating to the anticipated effects

on financial condition and results of operations from expected developments or events, the

Company’s business and growth strategies, including future acquisitions of banks, specialty finance or

wealth management businesses, internal growth and plans to form additional de novo banks or

branch offices. Actual results could differ materially from those addressed in the forward-looking

statements as a result of numerous factors, including the following:

47

47

48

48

FORWARD-LOOKING STATEMENTS (cont.)

FORWARD-LOOKING STATEMENTS (cont.)

•

negative

economic

conditions

that

adversely

affect

the

economy,

housing

prices,

the

job

market

and

other

factors that may affect the Company’s liquidity and the performance of its loan portfolios, particularly in the

markets in which it operates;

•

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

allowance for credit losses;

•

effects of the potential delay or failure of the U.S. federal government to pay its debts as they become due or

make payments in the ordinary course;

•

estimates of fair value of certain of the Company’s assets and liabilities, which could change in value

significantly from period to period;

•

changes in the level and volatility of interest rates, the capital markets and other market indices that may affect,

among other things, the Company’s liquidity and the value of its assets and liabilities;

•

a decrease in the Company’s regulatory capital ratios, including as a result of further declines in the value of its

loan portfolios, or otherwise;

•

legislative or regulatory changes, particularly changes in regulation of financial services companies and/or the

products and services offered by financial services companies, including those resulting from the Dodd-Frank

Act;

•

restrictions upon our ability to market our products to consumers and limitations on our ability to profitably

operate our mortgage business resulting from the Dodd-Frank Act;

•

increased costs of compliance, heightened regulatory capital requirements and other risks associated with

changes in regulation and the current regulatory environment, including the Dodd-Frank Act;

•

changes

in

capital

requirements

resulting

from

Basel

II

and

III

initiatives;

•

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

•

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

49

49

FORWARD-LOOKING STATEMENTS (cont.)

FORWARD-LOOKING STATEMENTS (cont.)

•

competitive pressures in the financial services business which may affect the pricing of the Company’s loan

and deposit products as well as its services (including wealth management services);

•

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

•

failure to identify and complete favorable acquisitions in the future or unexpected difficulties or developments

related to the integration of recent or future acquisitions;

•

unexpected difficulties and losses related to FDIC-assisted acquisitions, including those resulting from our

loss-sharing arrangements with the FDIC;

•

credit

downgrades

among

commercial

and

life

insurance

providers

that

could

negatively

affect

the

value

of

collateral securing the Company’s premium finance loans;

•

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

•

the loss of customers as a result of technological changes allowing consumers to complete their financial

transactions without the use of a bank;

•

the ability of the Company to attract and retain senior management experienced in the banking and financial

services industries;

•

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

•

unexpected difficulties or unanticipated developments related to the Company’s strategy of de novo bank

formations and openings, which typically require over 13 months of operations before becoming profitable due

to the impact of organizational and overhead expenses, the startup phase of generating deposits and the time

lag

typically

involved

in

redeploying

deposits

into

attractively

priced

loans

and

other

higher

yielding

earning

assets;

•

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

statements;

•

adverse effects on our operational systems resulting from failures, human error or tampering;

•

significant litigation involving the Company; and

•

the ability of the Company to receive dividends from its subsidiaries.

50

50

FORWARD-LOOKING STATEMENTS (cont.)

FORWARD-LOOKING STATEMENTS (cont.)

Therefore, there can be no assurances that future actual results

will correspond to these forward-looking statements.

The reader is cautioned not to place undue reliance on any forward-looking statement made by or on behalf of

Wintrust. Any such statement speaks only as of the date the statement was made or as of such date that may be

referenced within the statement. The Company undertakes no obligation to release revisions to these forward-looking

statements or reflect events or circumstances after the date of this press release. Persons are advised, however, to

consult further disclosures management makes on related subjects

in its reports filed with the Securities and

Exchange Commission and in its press releases.

51

51

Questions

Questions