false--12-31Q120200001015328001.001.001.001000000001000000001000000005676545057950803582661360.00500.01000.00500.01250.01620.030.030.01750.00750.01250.030.01450.01950.03250.01630.0260.0280.10000P10Y100000000011000000008792000002536000002536000000.410.41252525200000002000000020000000500000050000005000000500000050000005000000P9MP1YP1YP1YP1YP1Y0.940.212000.000.0470P3YP1YP3Y126482128912720784P60M0.040.060.030.0010002000.02110.0173
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _________________________________________

FORM 10-Q

☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20202021
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to
Commission File Number 001-35077
_____________________________________ 
WINTRUST FINANCIAL CORPORATIONCORPORATION
(Exact name of registrant as specified in its charter) 
Illinois36-3873352
(State of incorporation or organization)(I.R.S. Employer Identification No.)
9700 W. Higgins Road, Suite 800
Rosemont,, Illinois60018
(Address of principal executive offices)
(847) (847) 939-9000
(Registrant’s telephone number, including area code)
Title of Each Class Ticker SymbolName of Each Exchange on Which Registered
Common Stock, no par valueWTFCThe NASDAQ Global Select Market
Series D Preferred Stock, no par valueWTFCMThe NASDAQ Global Select Market
Depositary Shares, Each Representing a 1/1,000th Interest in a Share of
WTFCPThe NASDAQ Global Select Market
 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Series E
Preferred Stock, no par value
______________________________________ ____________________________________ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☑    No  ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☑    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer☑Accelerated filer☐
Non-accelerated filer☐(Do not check if a smaller reporting company)Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ☐    No  ☑
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock — no par value, 57,569,42157,039,674 shares, as of April 30, 20202021


Table of Contents
TABLE OF CONTENTS
 
Page
Page
PART I. — FINANCIAL INFORMATION
ITEM 1.
1
ITEM 2.
5052
ITEM 3.
8589
ITEM 4.
8791
PART II. — OTHER INFORMATION
ITEM 1.
8892
ITEM 1A.
9094
ITEM 2.
9194
ITEM 3.Defaults Upon Senior SecuritiesNA
ITEM 4.Mine Safety DisclosuresNA
ITEM 5.Other InformationNA
ITEM 6.
9395
9496



Table of Contents
PART I
ITEM 1. FINANCIAL STATEMENTS
WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
(Unaudited)   (Unaudited)(Unaudited)(Unaudited)
(In thousands, except share data)March 31,
2020		 December 31,
2019		 March 31,
2019		(In thousands, except share data)March 31,
2021		December 31,
2020		March 31,
2020
Assets     Assets
Cash and due from banks$349,118
 $286,167
 $270,765
Cash and due from banks$426,325 $322,415 $349,118 
Federal funds sold and securities purchased under resale agreements309
 309
 58
Federal funds sold and securities purchased under resale agreements52 59 309 
Interest bearing deposits with banks1,943,743
 2,164,560
 1,609,852
Interest-bearing deposits with banksInterest-bearing deposits with banks3,348,794 4,802,527 1,943,743 
Available-for-sale securities, at fair value3,570,959
 3,106,214
 2,185,782
Available-for-sale securities, at fair value2,430,749 3,055,839 3,570,959 
Held-to-maturity securities, at amortized cost, net of allowance for credit losses of $70 at March 31, 2020 ($879.2 million, $1.1 billion and $1.0 billion fair value at March 31, 2020, December 31, 2019 and March 31, 2019 respectively)865,376
 1,134,400
 1,051,542
Held-to-maturity securities, at amortized cost, net of allowance for credit losses of $99, $59 and $70 at March 31, 2021, December 31, 2020 and March 31, 2020, respectively ($2.1 billion, $593.8 million and $879.2 million fair value at March 31, 2021, December 31, 2020 and March 31, 2020, respectively)Held-to-maturity securities, at amortized cost, net of allowance for credit losses of $99, $59 and $70 at March 31, 2021, December 31, 2020 and March 31, 2020, respectively ($2.1 billion, $593.8 million and $879.2 million fair value at March 31, 2021, December 31, 2020 and March 31, 2020, respectively)2,166,419 579,138 865,376 
Trading account securities2,257
 1,068
 559
Trading account securities951 671 2,257 
Equity securities with readily determinable fair value47,310
 50,840
 47,653
Equity securities with readily determinable fair value90,338 90,862 47,310 
Federal Home Loan Bank and Federal Reserve Bank stock134,546
 100,739
 89,013
Federal Home Loan Bank and Federal Reserve Bank stock135,881 135,588 134,546 
Brokerage customer receivables16,293
 16,573
 14,219
Brokerage customer receivables19,056 17,436 16,293 
Mortgage loans held-for-sale, at fair value656,934
 377,313
 248,557
Mortgage loans held-for-sale, at fair value1,260,193 1,272,090 656,934 
Loans, net of unearned income27,807,321
 26,800,290
 24,214,629
Loans, net of unearned income33,171,233 32,079,073 27,807,321 
Allowance for loan losses(216,050) (156,828) (158,212)Allowance for loan losses(277,709)(319,374)(216,050)
Net loans27,591,271
 26,643,462
 24,056,417
Net loans32,893,524 31,759,699 27,591,271 
Premises and equipment, net764,583
 754,328
 676,037
Premises and equipment, net760,522 768,808 764,583 
Lease investments, net207,147
 231,192
 224,240
Lease investments, net238,984 242,434 207,147 
Accrued interest receivable and other assets1,460,168
 1,061,141
 888,492
Accrued interest receivable and other assets1,230,362 1,351,455 1,460,168 
Trade date securities receivable502,207
 —
 375,211
Trade date securities receivable0 0 502,207 
Goodwill643,441
 645,220
 573,658
Goodwill646,017 645,707 643,441 
Other intangible assets44,185
 47,057
 46,566
Other intangible assets34,035 36,040 44,185 
Total assets$38,799,847
 $36,620,583
 $32,358,621
Total assets$45,682,202 $45,080,768 $38,799,847 
Liabilities and Shareholders’ Equity     Liabilities and Shareholders’ Equity
Deposits:     Deposits:
Non-interest bearing$7,556,755
 $7,216,758
 $6,353,456
Interest bearing23,904,905
 22,890,380
 20,451,286
Non-interest-bearingNon-interest-bearing$12,297,337 $11,748,455 $7,556,755 
Interest-bearingInterest-bearing25,575,315 25,344,196 23,904,905 
Total deposits31,461,660
 30,107,138
 26,804,742
Total deposits37,872,652 37,092,651 31,461,660 
Federal Home Loan Bank advances1,174,894
 674,870
 576,353
Federal Home Loan Bank advances1,228,436 1,228,429 1,174,894 
Other borrowings487,503
 418,174
 372,194
Other borrowings516,877 518,928 487,503 
Subordinated notes436,179
 436,095
 139,235
Subordinated notes436,595 436,506 436,179 
Junior subordinated debentures253,566
 253,566
 253,566
Junior subordinated debentures253,566 253,566 253,566 
Trade date securities payableTrade date securities payable995 200,907 0 
Accrued interest payable and other liabilities1,285,652
 1,039,490
 840,559
Accrued interest payable and other liabilities1,120,570 1,233,786 1,285,652 
Total liabilities35,099,454
 32,929,333
 28,986,649
Total liabilities41,429,691 40,964,773 35,099,454 
Shareholders’ Equity:     
Preferred stock, no par value; 20,000,000 shares authorized at March 31, 2020, December 31, 2019 and March 31, 2019; Series D - $25 liquidation value; 5,000,000 shares issued and outstanding at March 31, 2020, December 31, 2019 and March 31, 2019125,000
 125,000
 125,000
Common stock, no par value; $1.00 stated value; 100,000,000 shares authorized at March 31, 2020, December 31, 2019 and March 31, 2019; 58,266,136 shares issued at March 31, 2020, 57,950,803 shares issued at December 31, 2019 and 56,765,450 shares issued at March 31, 201958,266
 57,951
 56,765
Shareholders' Equity:Shareholders' Equity:
Preferred stock, no par value; 20,000,000 shares authorized:Preferred stock, no par value; 20,000,000 shares authorized:
Series D -$25 liquidation value; 5,000,000 shares issued and outstanding at March 31, 2021, December 31, 2020 and March 31, 2020Series D -$25 liquidation value; 5,000,000 shares issued and outstanding at March 31, 2021, December 31, 2020 and March 31, 2020125,000 125,000 125,000 
Series E - $25,000 liquidation value; 11,500 shares issued and outstanding at March 31, 2021 and December 31, 2020 and 0 shares issued at March 31, 2020Series E - $25,000 liquidation value; 11,500 shares issued and outstanding at March 31, 2021 and December 31, 2020 and 0 shares issued at March 31, 2020287,500 287,500 0 
Common stock, no par value; $1.00 stated value; 100,000,000 shares authorized at March 31, 2021, December 31, 2020 and March 31, 2020; 58,726,900 shares issued at March 31, 2021, 58,473,252 shares issued at December 31, 2020 and 58,266,136 shares issued at March 31, 2020Common stock, no par value; $1.00 stated value; 100,000,000 shares authorized at March 31, 2021, December 31, 2020 and March 31, 2020; 58,726,900 shares issued at March 31, 2021, 58,473,252 shares issued at December 31, 2020 and 58,266,136 shares issued at March 31, 202058,727 58,473 58,266 
Surplus1,652,063
 1,650,278
 1,565,185
Surplus1,663,008 1,649,990 1,652,063 
Treasury stock, at cost, 720,784 shares at March 31, 2020, 128,912 shares at December 31, 2019, and 126,482 shares at March 31, 2019(44,891) (6,931) (6,650)
Treasury stock, at cost, 1,703,627 shares at March 31, 2021 and December 31, 2020, and 720,784 shares at March 31, 2020Treasury stock, at cost, 1,703,627 shares at March 31, 2021 and December 31, 2020, and 720,784 shares at March 31, 2020(100,363)(100,363)(44,891)
Retained earnings1,917,558
 1,899,630
 1,682,016
Retained earnings2,208,535 2,080,013 1,917,558 
Accumulated other comprehensive loss(7,603) (34,678) (50,344)
Accumulated other comprehensive income (loss)Accumulated other comprehensive income (loss)10,104 15,382 (7,603)
Total shareholders’ equity3,700,393
 3,691,250
 3,371,972
Total shareholders’ equity4,252,511 4,115,995 3,700,393 
Total liabilities and shareholders’ equity$38,799,847
 $36,620,583
 $32,358,621
Total liabilities and shareholders’ equity$45,682,202 $45,080,768 $38,799,847 
See accompanying notes to unaudited consolidated financial statements.

1
WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
 Three Months Ended
(In thousands, except per share data)March 31,
2020		 March 31,
2019
Interest income   
Interest and fees on loans$301,839
 $296,987
Mortgage loans held-for-sale3,165
 2,209
Interest bearing deposits with banks4,768
 5,300
Federal funds sold and securities purchased under resale agreements86
 —
Investment securities32,467
 27,956
Trading account securities7
 8
Federal Home Loan Bank and Federal Reserve Bank stock1,577
 1,355
Brokerage customer receivables158
 155
Total interest income344,067
 333,970
Interest expense   
Interest on deposits67,435
 60,976
Interest on Federal Home Loan Bank advances3,360
 2,450
Interest on other borrowings3,546
 3,633
Interest on subordinated notes5,472
 1,775
Interest on junior subordinated debentures2,811
 3,150
Total interest expense82,624
 71,984
Net interest income261,443
 261,986
Provision for credit losses52,961
 10,624
Net interest income after provision for credit losses208,482
 251,362
Non-interest income   
Wealth management25,941
 23,977
Mortgage banking48,326
 18,158
Service charges on deposit accounts11,265
 8,848
(Losses) gains on investment securities, net(4,359) 1,364
Fees from covered call options2,292
 1,784
Trading gains (losses), net(451) (171)
Operating lease income, net11,984
 10,796
Other18,244
 16,901
Total non-interest income113,242
 81,657
Non-interest expense   
Salaries and employee benefits136,762
 125,723
Equipment14,834
 11,770
Operating lease equipment depreciation9,260
 8,319
Occupancy, net17,547
 16,245
Data processing8,373
 7,525
Advertising and marketing10,862
 9,858
Professional fees6,721
 5,556
Amortization of other intangible assets2,863
 2,942
FDIC insurance4,135
 3,576
OREO expense, net(876) 632
Other24,160
 22,228
Total non-interest expense234,641
 214,374
Income before taxes87,083
 118,645
Income tax expense24,271
 29,499
Net income$62,812
 $89,146
Preferred stock dividends2,050
 2,050
Net income applicable to common shares$60,762
 $87,096
Net income per common share—Basic$1.05
 $1.54
Net income per common share—Diluted$1.04
 $1.52
Cash dividends declared per common share$0.28
 $0.25
Weighted average common shares outstanding57,620
 56,529
Dilutive potential common shares575
 699
Average common shares and dilutive common shares58,195
 57,228
Table of Contents
WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended
(In thousands, except per share data)March 31,
2021		March 31,
2020
Interest income
Interest and fees on loans$274,100 $301,839 
Mortgage loans held-for-sale9,036 3,165 
Interest-bearing deposits with banks1,199 4,768 
Federal funds sold and securities purchased under resale agreements0 86 
Investment securities19,264 32,467 
Trading account securities2 7 
Federal Home Loan Bank and Federal Reserve Bank stock1,745 1,577 
Brokerage customer receivables123 158 
Total interest income305,469 344,067 
Interest expense
Interest on deposits27,944 67,435 
Interest on Federal Home Loan Bank advances4,840 3,360 
Interest on other borrowings2,609 3,546 
Interest on subordinated notes5,477 5,472 
Interest on junior subordinated debentures2,704 2,811 
Total interest expense43,574 82,624 
Net interest income261,895 261,443 
Provision for credit losses(45,347)52,961 
Net interest income after provision for credit losses307,242 208,482 
Non-interest income
Wealth management29,309 25,941 
Mortgage banking113,494 48,326 
Service charges on deposit accounts12,036 11,265 
Gains (losses) on investment securities, net1,154 (4,359)
Fees from covered call options0 2,292 
Trading gains (losses), net419 (451)
Operating lease income, net14,440 11,984 
Other15,654 18,244 
Total non-interest income186,506 113,242 
Non-interest expense
Salaries and employee benefits180,809 136,762 
Equipment20,912 14,834 
Operating lease equipment depreciation10,771 9,260 
Occupancy, net19,996 17,547 
Data processing6,048 8,373 
Advertising and marketing8,546 10,862 
Professional fees7,587 6,721 
Amortization of other intangible assets2,007 2,863 
FDIC insurance6,558 4,135 
OREO expense, net(251)(876)
Other23,906 24,160 
Total non-interest expense286,889 234,641 
Income before taxes206,859 87,083 
Income tax expense53,711 24,271 
Net income$153,148 $62,812 
Preferred stock dividends6,991 2,050 
Net income applicable to common shares$146,157 $60,762 
Net income per common share—Basic$2.57 $1.05 
Net income per common share—Diluted$2.54 $1.04 
Cash dividends declared per common share$0.31 $0.28 
Weighted average common shares outstanding56,904 57,620 
Dilutive potential common shares681 575 
Average common shares and dilutive common shares57,585 58,195 
See accompanying notes to unaudited consolidated financial statements.

2
Table of Contents
WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
 
Three Months EndedThree Months Ended
(In thousands)March 31,
2020		 March 31,
2019		(In thousands)March 31,
2021		March 31,
2020
Net income$62,812
 $89,146
Net income$153,148 $62,812 
Unrealized gains on available-for-sale securities   
Unrealized (losses) gains on available-for-sale securitiesUnrealized (losses) gains on available-for-sale securities
Before tax91,354
 38,275
Before tax(60,726)91,354 
Tax effect(24,347) (10,319)Tax effect16,207 (24,347)
Net of tax67,007
 27,956
Net of tax(44,519)67,007 
Reclassification of net gains (losses) on available-for-sale securities included in net income   
Reclassification of net gains on available-for-sale securities included in net incomeReclassification of net gains on available-for-sale securities included in net income
Before tax491
 (67)Before tax210 491 
Tax effect(132) 18
Tax effect(56)(132)
Net of tax359
 (49)Net of tax154 359 
Reclassification of amortization of unrealized gains on investment securities transferred to held-to-maturity from available-for-sale   Reclassification of amortization of unrealized gains on investment securities transferred to held-to-maturity from available-for-sale
Before tax78
 144
Before tax57 78 
Tax effect(21) (41)Tax effect(15)(21)
Net of tax57
 103
Net of tax42 57 
Net unrealized gains on available-for-sale securities66,591
 27,902
Unrealized losses on derivative instruments   
Net unrealized (losses) gains on available-for-sale securitiesNet unrealized (losses) gains on available-for-sale securities(44,715)66,591 
Unrealized gains (losses) on derivative instrumentsUnrealized gains (losses) on derivative instruments
Before tax(38,693) (4,996)Before tax50,792 (38,693)
Tax effect10,322
 1,345
Tax effect(13,535)10,322 
Net unrealized losses on derivative instruments(28,371) (3,651)
Net unrealized gains (losses) on derivative instrumentsNet unrealized gains (losses) on derivative instruments37,257 (28,371)
Foreign currency adjustment   Foreign currency adjustment
Before tax(14,333) 2,891
Before tax2,734 (14,333)
Tax effect3,188
 (614)Tax effect(554)3,188 
Net foreign currency adjustment(11,145) 2,277
Net foreign currency adjustment2,180 (11,145)
Total other comprehensive income27,075
 26,528
Total other comprehensive (loss) incomeTotal other comprehensive (loss) income(5,278)27,075 
Comprehensive income$89,887
 $115,674
Comprehensive income$147,870 $89,887 
See accompanying notes to unaudited consolidated financial statements.

3
WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
(In thousands)Preferred
stock		 Common
stock		 Surplus Treasury
stock		 Retained
earnings		 Accumulated other
comprehensive loss		 Total shareholders’ equity
Balance at January 1, 2019$125,000
 $56,518
 $1,557,984
 $(5,634) $1,610,574
 $(76,872) $3,267,570
Cumulative effect adjustment from the adoption of ASU 2017-08—
 —
 —
 —
 (1,531) —
 (1,531)
Net income—
 —
 —
 —
 89,146
 —
 89,146
Other comprehensive income, net of tax—
 —
 —
 —
 —
 26,528
 26,528
Cash dividends declared on common stock, $0.25 per share—
 —
 —
 —
 (14,123) —
 (14,123)
Dividends on preferred stock, $0.41 per share—
 —
 —
 —
 (2,050) —
 (2,050)
Stock-based compensation—
 —
 3,318
 —
 —
 —
 3,318
Common stock issued for:             
Exercise of stock options and warrants—
 79
 2,864
 (575) —
 —
 2,368
Restricted stock awards—
 139
 (139) (441) —
 —
 (441)
Employee stock purchase plan—
 11
 672
 —
 —
 —
 683
Director compensation plan—
 18
 486
 —
 —
 —
 504
Balance at March 31, 2019$125,000
 $56,765
 $1,565,185
 $(6,650) $1,682,016
 $(50,344) $3,371,972
              
Balance at January 1, 2020$125,000
 $57,951
 $1,650,278
 $(6,931) $1,899,630
 $(34,678) $3,691,250
Cumulative effect adjustment from the adoption of ASU 2016-13, net of tax—
 —
 —
 —
 (26,717) —
 (26,717)
Net income—
 —
 —
 —
 62,812
 —
 62,812
Other comprehensive income, net of tax—
 —
 —
 —
 —
 27,075
 27,075
Cash dividends declared on common stock, $0.28 per share—
 —
 —
 —
 (16,117) —
 (16,117)
Dividends on preferred stock, $0.41 per share—
 —
 —
 —
 (2,050) —
 (2,050)
Common stock repurchases—
 —
 —
 (37,116) —
 —
 (37,116)
Stock-based compensation—
 —
 (2,819) —
 —
 —
 (2,819)
Common stock issued for:             
Exercise of stock options and warrants—
 95
 3,543
 (92) —
 —
 3,546
Restricted stock awards—
 190
 (190) (752) —
 —
 (752)
Employee stock purchase plan—
 10
 699
 —
 —
 —
 709
Director compensation plan—
 20
 552
 —
 —
 —
 572
Balance at March 31, 2020$125,000
 $58,266
 $1,652,063
 $(44,891) $1,917,558
 $(7,603) $3,700,393
Table of Contents
WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
(In thousands)Preferred
stock		Common
stock		SurplusTreasury
stock		Retained
earnings		Accumulated other
comprehensive (loss) income		Total shareholders’ equity
Balance at January 1, 2020$125,000 $57,951 $1,650,278 $(6,931)$1,899,630 $(34,678)$3,691,250 
Cumulative effect adjustment from the adoption of ASU 2016-13, net of tax— — — — (26,717)— (26,717)
Net income— — — — 62,812 — 62,812 
Other comprehensive income, net of tax— — — — — 27,075 27,075 
Cash dividends declared on common stock, $0.28 per share— — — — (16,117)— (16,117)
Dividends on preferred stock, $0.41 per share— — — — (2,050)— (2,050)
Common stock repurchases under authorized program— — — (37,116)— — (37,116)
Stock-based compensation— — (2,819)— — — (2,819)
Common stock issued for:
Exercise of stock options and warrants— 95 3,543 (92)— — 3,546 
Restricted stock awards— 190 (190)(752)— — (752)
Employee stock purchase plan— 10 699 — — — 709 
Director compensation plan— 20 552 — — — 572 
Balance at March 31, 2020$125,000 $58,266 $1,652,063 $(44,891)$1,917,558 $(7,603)$3,700,393 
Balance at January 1, 2021$412,500 $58,473 $1,649,990 $(100,363)$2,080,013 $15,382 $4,115,995 
Net income— — — — 153,148 — 153,148 
Other comprehensive loss, net of tax— — — — — (5,278)(5,278)
Cash dividends declared on common stock, $0.31 per share— — — — (17,635)— (17,635)
Dividends on Series D preferred stock, $0.41 per share and Series E preferred stock, $429.69 per share— — — — (6,991)— (6,991)
Stock-based compensation— — 2,862 — — — 2,862 
Common stock issued for:
Exercise of stock options and warrants— 209 8,752 — — — 8,961 
Restricted stock awards— 7 (7)— — — — 
Employee stock purchase plan— 14 801 — — — 815 
Director compensation plan— 24 610 — — — 634 
Balance at March 31, 2021$412,500 $58,727 $1,663,008 $(100,363)$2,208,535 $10,104 $4,252,511 
See accompanying notes to unaudited consolidated financial statements.

4


WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months EndedThree Months Ended
(In thousands)March 31,
2020		 March 31,
2019		(In thousands)March 31,
2021		March 31,
2020
Operating Activities:   Operating Activities:
Net income$62,812
 $89,146
Net income$153,148 $62,812 
Adjustments to reconcile net income to net cash (used for) provided by operating activities   
Adjustments to reconcile net income to net cash provided by (used for) operating activitiesAdjustments to reconcile net income to net cash provided by (used for) operating activities
Provision for credit losses52,961
 10,624
Provision for credit losses(45,347)52,961 
Depreciation, amortization and accretion, net23,376
 21,197
Depreciation, amortization and accretion, net25,561 23,376 
Stock-based compensation expense(2,819) 3,318
Stock-based compensation expense (benefit)Stock-based compensation expense (benefit)2,862 (2,819)
Net amortization of premium on securities1,762
 1,367
Net amortization of premium on securities2,000 1,762 
Accretion of discount on loans(10,730) (5,162)
Mortgage servicing rights fair value change, net16,873
 10,741
Accretion of discount and deferred fees on loans, netAccretion of discount and deferred fees on loans, net(21,335)(10,730)
Mortgage servicing rights fair value changes, netMortgage servicing rights fair value changes, net(7,877)21,580 
Non-designated derivatives fair value changes, netNon-designated derivatives fair value changes, net(723)(4,707)
Originations and purchases of mortgage loans held-for-sale(1,216,101) (678,464)Originations and purchases of mortgage loans held-for-sale(2,221,967)(1,216,101)
Early buy-out exercises of mortgage loans held-for-sale guaranteed by U.S. Government Agencies, net of subsequent paydown or payoffEarly buy-out exercises of mortgage loans held-for-sale guaranteed by U.S. Government Agencies, net of subsequent paydown or payoff(24,362)0 
Proceeds from sales of mortgage loans held-for-sale961,842
 705,785
Proceeds from sales of mortgage loans held-for-sale2,336,246 961,842 
Bank owned life insurance ("BOLI") loss (income)1,284
 (1,591)
(Increase) decrease in trading securities, net(1,189) 1,133
Net decrease (increase) in brokerage customer receivables280
 (1,610)
Bank owned life insurance ("BOLI") incomeBank owned life insurance ("BOLI") income(1,124)1,284 
Increase in trading securities, netIncrease in trading securities, net(280)(1,189)
Net (increase) decrease in brokerage customer receivablesNet (increase) decrease in brokerage customer receivables(1,620)280 
Gains on mortgage loans sold(51,134) (18,388)Gains on mortgage loans sold(85,200)(51,134)
Losses (gains) on investment securities, net4,359
 (1,364)
Gains on sales of premises and equipment, net(4) (5)
Net (gains) losses on sales and fair value adjustments of other real estate owned(1,001) 186
Increase in accrued interest receivable and other assets, net(214,552) (29,914)
(Gains) losses on investment securities, net(Gains) losses on investment securities, net(1,154)4,359 
Losses (gains) on sales of premises and equipment, netLosses (gains) on sales of premises and equipment, net29 (4)
Net gains on sales and fair value adjustments of other real estate ownedNet gains on sales and fair value adjustments of other real estate owned(604)(1,001)
Decrease (increase) in accrued interest receivable and other assets, netDecrease (increase) in accrued interest receivable and other assets, net109,554 (214,552)
Decrease in accrued interest payable and other liabilities, net(7,829) (19,314)Decrease in accrued interest payable and other liabilities, net(1,026)(7,829)
Net Cash (Used for) Provided by Operating Activities(379,810) 87,685
Net Cash Provided by (Used for) Operating ActivitiesNet Cash Provided by (Used for) Operating Activities216,781 (379,810)
Investing Activities:   Investing Activities:
Proceeds from maturities and calls of available-for-sale securities162,333
 168,575
Proceeds from maturities and calls of available-for-sale securities595,248 162,824 
Proceeds from maturities and calls of held-to-maturity securities393,148
 45,173
Proceeds from maturities and calls of held-to-maturity securities106,535 393,148 
Proceeds from sales of available-for-sale securities491
 263,456
Proceeds from sales of available-for-sale securities0 0 
Proceeds from sales of equity securities with readily determinable fair value30
 —
Proceeds from sales of equity securities with readily determinable fair value1,509 30 
Proceeds from sales and capital distributions of equity securities without readily determinable fair value288
 220
Proceeds from sales and capital distributions of equity securities without readily determinable fair value386 288 
Purchases of available-for-sale securities(1,039,817) (566,376)Purchases of available-for-sale securities(31,524)(1,039,817)
Purchases of held-to-maturity securities(124,575) (31,643)Purchases of held-to-maturity securities(1,894,837)(124,575)
Purchases of equity securities with readily determinable fair value(46) (11,505)Purchases of equity securities with readily determinable fair value0 (46)
Purchases of equity securities without readily determinable fair value(893) (623)Purchases of equity securities without readily determinable fair value(2,360)(893)
(Purchases) redemption of Federal Home Loan Bank and Federal Reserve Bank stock, net(33,807) 2,341
(Purchases) distributions from investments in partnerships, net(355) 363
Purchases of Federal Home Loan Bank and Federal Reserve Bank stock, netPurchases of Federal Home Loan Bank and Federal Reserve Bank stock, net(293)(33,807)
Distributions from (contributions to) investments in partnerships, netDistributions from (contributions to) investments in partnerships, net60 (355)
Proceeds from sales of other real estate owned4,793
 2,758
Proceeds from sales of other real estate owned2,162 4,793 
Net decrease (increase) in interest bearing deposits with banks216,944
 (510,517)
Net decrease in interest-bearing deposits with banksNet decrease in interest-bearing deposits with banks1,454,501 216,944 
Net increase in loans(1,006,031) (380,214)Net increase in loans(1,082,709)(1,006,031)
Purchases of premises and equipment, net(21,385) (13,608)Purchases of premises and equipment, net(4,388)(21,385)
Net Cash Used for Investing Activities(1,448,882) (1,031,600)Net Cash Used for Investing Activities(855,710)(1,448,882)
Financing Activities:   Financing Activities:
Increase in deposit accounts1,354,778
 710,061
Increase (decrease) in other borrowings, net88,073
 (24,463)
Increase in deposit accounts, netIncrease in deposit accounts, net780,009 1,354,778 
(Decrease) increase in other borrowings, net(Decrease) increase in other borrowings, net(6,378)88,073 
Increase in Federal Home Loan Bank advances, net500,000
 149,999
Increase in Federal Home Loan Bank advances, net0 500,000 
Cash payments to settle contingent consideration liabilities recognized in business combinationsCash payments to settle contingent consideration liabilities recognized in business combinations(16,583)0 
Issuance of common shares resulting from the exercise of stock options, employee stock purchase plan and conversion of common stock warrants4,919
 4,130
Issuance of common shares resulting from the exercise of stock options, employee stock purchase plan and conversion of common stock warrants10,410 4,919 
Common stock repurchases authorized(37,041) —
Common stock repurchases under authorized programCommon stock repurchases under authorized program0 (37,041)
Common stock repurchases for tax withholdings related to stock-based compensation(919) (1,016)Common stock repurchases for tax withholdings related to stock-based compensation0 (919)
Dividends paid(18,167) (16,173)Dividends paid(24,626)(18,167)
Net Cash Provided by Financing Activities1,891,643
 822,538
Net Cash Provided by Financing Activities742,832 1,891,643 
Net Increase (Decrease) in Cash and Cash Equivalents62,951
 (121,377)
Net Increase in Cash and Cash EquivalentsNet Increase in Cash and Cash Equivalents103,903 62,951 
Cash and Cash Equivalents at Beginning of Period286,476
 392,200
Cash and Cash Equivalents at Beginning of Period322,474 286,476 
Cash and Cash Equivalents at End of Period$349,427
 $270,823
Cash and Cash Equivalents at End of Period$426,377 $349,427 
See accompanying notes to unaudited consolidated financial statements.

5
Table of Contents
WINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

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

The accompanying interim consolidated financial statements are unaudited and do not include information or footnotes necessary for a complete presentation of financial condition, results of operations or cash flows in accordance with U.S. generally accepted accounting principles ("GAAP"(“GAAP”). The interim unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20192020 (“20192020 Form 10-K”). Operating results reported for the period are not necessarily indicative of the results which may be expected for the entire year. Reclassifications of certain prior period amounts have been made to conform to the current period presentation.

The preparation of the financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities. Management believes that the estimates made are reasonable,reasonable; however, changes in estimates may be required if economic or other conditions develop differently from management’s expectations. Certain policies and accounting principles inherently have a greater reliance on the use of estimates, assumptions and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Management views critical accounting policies to be those which are highly dependent on subjective or complex judgments, estimates and assumptions, and where changes in those estimates and assumptions could have a significant impact on the financial statements. Management currently views the determination of the allowance for credit losses, including the allowance for loan losses, the allowance for unfunded commitment losses and the allowance for held-to-maturity securities losses, loans acquired with evidence of credit quality deterioration since origination, estimations of fair value, the valuations required for impairment testing of goodwill, the valuation and accounting for derivative instruments and income taxes as the accounting areas that require the most subjective and complex judgments, and as such could be the most subject to revision as new information becomes available. Descriptions of the Company's significant accounting policies are included in Note 1 - “Summary of Significant Accounting Policies” of the 20192020 Form 10-K, some of which were superseded by the Company's adoption of certain accounting standards as of January 1, 2020. For further discussion of the Company's adoption of such accounting standards as of January 1, 2020, see Note 2 - Recent Accounting Developments.10-K.

(2) Recent Accounting Developments

Allowance for Credit Losses

In June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” to replace the current incurred loss methodology for recognizing credit losses, which delays recognition until it is probable a loss has been incurred, with a methodology that reflects an estimate of all expected credit lossesLegislation and considers additional reasonable and supportable forecasted information when determining lifetime credit loss estimates. This impacts the calculation of an allowance for credit losses for all financial assets measured under the amortized cost basis, including held-to-maturity debt securities and purchased credit deteriorated ("PCD") assets at the time of and subsequent to acquisition. Additionally, credit losses related to available-for-sale debt securities would be recorded through the allowance for credit losses and notRegulations Issued as a direct adjustment to the amortized costResult of the securities.COVID-19 Pandemic

The FASB has continued to issue various updates to clarify and improve specific areas of ASU No. 2016-13. In November 2018, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses,” to clarify the implementation guidance within ASU No. 2016-13 surrounding narrow aspects of Topic 326, including the impact of the guidance on operating lease receivables. In May 2019, FASB issued ASU No. 2019-05, “Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief," allowing for the irrevocable election of the fair value option for certain financial assets, on an instrument-by-instrument basis, within the scope previously measured at amortized cost basis. In February 2020, the FASB issued ASU No. 2020-02, “Financial Instruments - Credit Losses (Topic 326) and Leases (Topic 842), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02”, which adds and amends SEC Staff Guidance paragraphs within these Topics in the Codification to reflect the issuance of SEC Staff Accounting Bulletin (SAB) No. 119, which includes the SEC's general statement on measuring current expected credit losses, and information on developing, reporting, and validating a systematic methodology. ASU No. 2020-02 was effective upon issuance.

The Company adopted ASU No. 2016-13 and all subsequent updates issued to clarify and improve specific areas of this ASU as of January 1, 2020. Guidance was adopted under a modified retrospective approach and the Company recognized a cumulative-effect adjustment to the allowance for credit losses of $47.4 million representing current expected credit losses on financial instruments. Of this amount, $33.2 million was recorded to the allowance for unfunded commitment losses within accrued interest and other liabilities and $74,000 was recorded to the allowance for held-to-maturity securities losses presented as a reduction to the carrying balance of held-to-maturity debt securities, both on the Company's Consolidated Statements of Condition, with an offsetting amount recorded directly to retained earnings, net of taxes. The remaining $14.2 million cumulative effect adjustment was recorded to the allowance for loan losses, presented separately on the Company's Consolidated Statements of Condition. Of the amount recorded to the allowance for loan losses, $11.0 million related to PCD loans with such offsetting amount added directly to the carrying balance of the loans and the remaining $3.2 million not related to PCD loans recorded directly to retained earnings, net of taxes, on the Company's Consolidated Statements of Condition.

Further, as noted above, certain accounting policy elections are available under the new rules. The Company utilized the following approach to such elections:

The Company elected to not measure an allowance for credit losses on accrued interest as such accrued interest is written off in a timely manner when deemed uncollectible. Any such write-off of accrued interest will reverse previously recognized interest income.
The Company elected to not include accrued interest within presentation and disclosures of the carrying amount of financial assets held at amortized cost. This election is applicable to the various disclosures included within the Company's financial statements. Accrued interest related to financial assets held at amortized cost is included within accrued interest receivable and other assets within the Company's Consolidated Statements of Condition and totaled $116.4 million at March 31, 2020.
The Company elected to estimate expected credit losses by measuring the face amount or unpaid principal balance component of the amortized cost basis of a financial asset separately from other components such as premiums, discount and deferred fees and costs.
The Company elected to not maintain current accounting policies for existing purchase credit impaired ("PCI") financial assets. Upon adoption, such assets were considered PCD assets and measured accordingly under the new rules.

See Note 7 - Allowance for Credit Losses for further information on the Company’s current expected credit losses methodology.

CARES Act

On March 27, 2020, the President of the United States signed the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act" or the "Act"), which provides entities with optional temporary relief from certain accounting and financial reporting requirements under U.S. GAAP.

Section 4013 of the CARES Act allows financial institutions to suspend application of certain current troubled debt restructuring ("TDR") accounting guidance under Accounting Standards Codification ("ASC"(“ASC”) 310-40 for loan modifications related to the COVID-19 pandemic made between March 1, 2020 and the earlier of December 31, 2020 or 60 days after the end of the COVID-19 national emergency, provided certain criteria are met. This relief can be applied to loan modifications for borrowers that were not more than 30 days past due as of December 31, 2019 and to loan modifications that defer or delay the payment of principal or interest, or change the interest rate on the loan. In AprilOn December 27, 2020, federal and state banking regulators issued the Interagency Statement on Loan Modifications and ReportingConsolidated Appropriations Act, 2021 (the "CAA"), which combined stimulus relief for Financial Institutions Working with Customers Affected by the Coronavirus to provide further interpretation of when a borrower is experiencing financial difficulty, specifically indicating that if the modification is either short-term (e.g., six months) or mandated by a federal or state government in response to the COVID-19 pandemic with an omnibus spending bill for the borrower is not experiencing financial difficulty2021 fiscal year, was signed by the President of the United States. The CAA included extension of TDR accounting relief provided under ASC 310-40.the CARES Act to January 1, 2022. The Company continueschose to prudently work with borrowers negatively impacted by the COVID-19 pandemic while managing credit risks and recognizing appropriate allowance for credit losses on itsapply this relief to eligible loan portfolio.modifications.

The Act also provides financial institutions with the option to defer adoption of ASU No. 2016-13 until the earlier of the date the COVID-19 national emergency comes to an end or December 31, 2020. The Company did not elect to defer adoption and elected to adopt ASU No. 2016-13 and all subsequent updates issued to clarify and improve specific areas of this ASU as of January 1, 2020.

The business tax provisions of the Act include temporary changes to income and non-income based tax laws, including immediate recovery of qualified improvement property costs and acceleration of Alternative Minimum Tax ("AMT")(AMT) credits. These provisions aredid not expected to have a material impact on the Company's deferred taxes.


In April 2020, federal and state banking regulators issued the Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus to provide separate relief, specifically indicating that if a modification is either short-term (e.g., six months) or mandated by a federal or state government in response to the COVID-19 pandemic, the borrower is not considered to be experiencing financial difficulty and thus does not represent a TDR under ASC 310-40. Additionally, in August 2020, regulators issued the Joint Statement on Additional Loan Accommodations
6
Table of Contents
Related to the COVID-19 pandemic to provide prudent risk management and consumer protection principles for financial institutions to consider while working with borrowers as loans near the end of initial loan accommodation periods applicable during the COVID-19 pandemic. The Company continues to prudently work with borrowers negatively impacted by the COVID-19 pandemic while managing credit risks and recognizing appropriate allowance for credit losses on its loan portfolio.

Reference Rate Reform

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides temporary optional relief for contracts modified as a result of reference rate reform meeting certain modification criteria, generally allowing an entity to account for contract modifications occurring due to reference rate reform as an event that does not require contract remeasurement or reassessment of a previous accounting determination at the modification date. The guidance also includes temporary optional expedients intended to provide relief from various hedge effectiveness requirements for hedging relationships affected by reference rate reform, provided certain criteria are met, and allows a one-time election to sell or transfer to either available-for-sale or trading any held-to-maturity ("HTM") debt securities that refer to an interest rate affected by reference rate reform and were classified as HTM prior to January 1, 2020. Additionally, in January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848): Scope,” which provided additional clarification that certain optional expedients and exceptions noted above apply to derivative instruments that use an interest rate for margining, discounting or contract price alignment that is modified as a result of reference rate reform. This guidance was effective upon issuance and can be applied prospectively, with certain exceptions, through December 31, 2022.

In November 2020, federal and state banking regulators issued the “Interagency Policy Statement on Reference Rates for Loans" to reiterate that a specific replacement rate for loans impacted by reference rate reform has not been endorsed and entities may utilize any replacement reference rate determined to be appropriate based on its funding model and customer needs. As discussed in the “Interagency Policy Statement on Reference Rates for Loans," fallback language should be included in lending contracts to provide for use of a robust fallback rate if the initial reference rate is discontinued. Additionally, federal banking regulators issued the "Interagency Statement on LIBOR Transition" acknowledging that the administrator of USD LIBOR benchmarks has announced it will consult on its intention to cease the publication of the one week and two month USD LIBOR settings immediately following the LIBOR publication on December 31, 2021, and the remaining USD LIBOR settings immediately following the LIBOR publication on June 30, 2023. On March 5, 2021, the administrator of USD LIBOR benchmarks confirmed these dates and will cease publication of USD LIBOR tenors accordingly. As discussed in the "Interagency Statement on LIBOR Transition," regulators encouraged banks to cease entering into new contracts that use USD LIBOR as a reference rate as soon as practicable and in any event by December 31, 2021, in order to facilitate an orderly, safe and sound LIBOR transition. The Company continues to monitor efforts and evaluate the impact of reference rate reform on its consolidated financial statements.
Income Taxes

In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes," to simplify the accounting for income taxes by removing certain exceptions to the general principles of ASC 740.740, "Income Taxes". The guidance also improvesimproved consistent application by clarifying and amending existing guidance from ASC 740. This guidance is effective for fiscal years beginning after December 15, 2020, including interim periods therein and is to be applied on a retrospective, modified retrospective or prospective approach, depending on the specific amendment. Early adoption is permitted. The Company doesadopted ASU No. 2019-12 as of January 1, 2021. Adoption of this standard did not expect this guidance to have a material impact on the Company’s consolidated financial statements.

Investment Securities

In January 2020, the FASB issued ASU No. 2020-01, “Clarifying the Interactions Between Investments-Equity Securities (ASC Topic 321), Investments-Equity Method and Joint Ventures (ASC Topic 323), and Derivatives and Hedging (ASC Topic 815),” to which amendsamended ASC 323, Investments-Equity Method & Joint Ventures to clarify that an entity should consider observable transactions that require it to either apply or discontinue using the equity method of accounting for purposes of applying the measurement alternative in accordance with ASC 321, Investments-Equity Securities, immediately before applying or discontinuing the equity method under ASC 323.

The guidance also amendsamended ASC 815, Derivatives & Hedging, to clarify that, when determining the accounting for certain non-derivativenonderivative forward contracts and purchased options, an entity should not consider how to account for the resulting investments upon eventual settlement or exercise, and that an entity should evaluate the remaining characteristics in accordance with ASC 815 to determine the accounting for those forward contracts and purchased options.

The Company adopted ASU No. 2020-01 as of January 1, 2021 under a prospective approach. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements.
7
Table of Contents

Codification Improvements

In October 2020, the FASB issued ASU No. 2020-08, “Codification Improvements to Subtopic 310-20, Receivables — Nonrefundable Fees and Other Costs,” clarifying that, for each reporting period, an entity should reevaluate whether a callable debt security with multiple call dates is within the scope of ASC 310-20, which was amended to require amortization of any premium to the next call date. The next call date was defined as the first date when a call option at a specified price becomes exercisable. The Company adopted ASU No. 2020-08 as of January 1, 2021 under a prospective approach. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

Additionally, the FASB issued ASU No. 2020-10, “Codification Improvements,” in October 2020 to improve the consistency of the Codification by adding or moving disclosure-specific guidance contained in the Other Presentation Matters section to the appropriate Disclosure Section for various Topics. The Company adopted ASU No. 2020-10 as of January 1, 2021 under a retrospective approach. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

SEC Amendments to Financial Disclosures about Acquired and Disposed Businesses

In May 2020, the SEC issued a final rule on “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” which provides for specific disclosure changes, including revising the investment and income significance tests, conforming the significance threshold and tests for a disposed business to those used for an acquired business, permitting abbreviated financial statements for certain acquisitions of a component of an entity, and reducing the maximum number of years for which financial statements are required for acquired businesses from three years to two years, among other amendments. This guidance was effective on January 1, 2021.

Debt
In August 2020, the FASB issued ASU No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which includes provisions for reducing the number of accounting models used in accounting for convertible debt instruments and convertible preferred stock, amending derivatives and earnings-per-share (EPS) guidance and expanding disclosures for convertible debt instruments and EPS. This guidance is effective for fiscal years beginning after December 15, 2020,2021, including interim periods therein, and is to be applied under either a prospectivefull or modified retrospective approach. Early adoption is permitted. The Company does not expect this guidance to have a material impact on the Company’s consolidated financial statements.

Codification Improvements to Financial Instruments

SEC Update of Statistical Disclosures for Bank and Savings and Loan Registrants
In MarchSeptember 2020, the FASBSEC issued ASU No. 2020-03, “Codification Improvementsa final rule on the “Update of Statistical Disclosures for Bank and Savings and Loan Registrants,” which adopts rules to Financial Instruments,” to clarify and improve various aspects of financial instruments guidance, including amending ASC 326, Financial Instruments-Credit Losses, to align the contractual term used to measure expected credit losses for a lease to be consistent with the lease term determined under ASC 842, Leases, and amending ASC 860, Transfers and Servicing, to clarify that, when an entity regains control of financial assets previously sold, an allowance for credit losses should be recognized in accordance with ASC 326.

The guidance also amends ASC 820, Fair Value Measurement, to clarify the applicability of the portfolio exception to non-financial items accounted for as derivatives, and amends ASC 942, Financial Services, to clarify the applicability of certainupdate statistical disclosure requirements in ASC 320, Investments-Debt Securities,for banking registrants. The amendments update and expand the disclosures that registrants are required to depositoryprovide, codify certain Industry Guide 3 disclosure items and lending institutions. Amendmentseliminate other Guide 3 disclosures that overlap with SEC rules, GAAP or IFRS standards. In addition, Guide 3 is being rescinded and replaced with a new subpart of Regulation S-K. The SEC ruling is applicable to clarify Codification sections relevant to the accounting for certain feesfiscal years beginning after December 15, 2021 and costs related to exchanges or modifications of debt instruments within ASC 470, Debt,early compliance is also provided.

As thepermitted. The Company has already adopted the standards amended by this ASU,does not expect this guidance is effective upon issuance. Amendments to ASC 326 were applied under a modified retrospective approach through a cumulative-effect adjustment recognized by the Company directly to retained earnings on the Company's Consolidated Statements of Condition. Adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

Reference Rate Reform

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides temporary optional relief for contracts modified as a result of reference rate reform meeting certain modification criteria, generally allowing an entity to account for contract modifications occurring due to reference rate reform as an event that does not require contract remeasurement or reassessment of a previous accounting determination at the modification date. The guidance also includes temporary optional expedients intended to provide relief from various hedge effectiveness requirements for hedging relationships affected by reference rate reform, provided certain criteria are met, and allows a one-time election to sell or transfer to either available-for-sale or trading any held-to-maturity ("HTM") debt securities that refer to an interest rate affected by reference rate reform and were classified as HTM prior to January 1, 2020. This guidance is effective upon issuance and can be applied prospectively, with certain exceptions, through December 31, 2022. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.

(3)Business Combinations and Asset Acquisitions

Bank Acquisitions

On November 1, 2019, the Company completed its acquisition of SBC. SBC was the parent company of Countryside Bank. Through this business combination, the Company acquired Countryside Bank's 6 banking offices located in Countryside, Burbank, Darien, Homer Glen, Oak Brook and Chicago, Illinois. As of the acquisition date, the Company acquired approximately $619.8 million in assets, including approximately $423.0 million in loans, and approximately $507.8 million in deposits. The Company recorded goodwill of approximately $40.3 million related to the acquisition.

On October 7, 2019, the Company completed its acquisition of STC. STC was the parent company of STC Capital Bank. Through this business combination, the Company acquired STC Capital Bank's 5 banking offices located in the communities of St. Charles, Geneva and South Elgin, Illinois. As of the acquisition date, the Company acquired approximately $250.1 million in assets, including approximately $174.3 million in loans, and approximately $201.2 million in deposits. The Company recorded goodwill of approximately $19.1 million related to the acquisition.

On May 24, 2019, the Company completed its acquisition of Rush-Oak Corporation ("ROC"). ROC was the parent company of Oak Bank. Through this business combination, the Company acquired Oak Bank's 1 banking location in Chicago, Illinois, as well as approximately $223.4 million in assets, including loans with a fair value of approximately $124.7 million, and deposits with a fair value of approximately $161.2 million. The Company recorded goodwill of $11.7 million on the acquisition.

(4) Cash and Cash Equivalents

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

8
Table of Contents
(5)(4) Investment Securities

The following tables are a summary of the investment securities portfolios as of the dates shown:
March 31, 2021
(Dollars in thousands)Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Fair
Value
Available-for-sale securities
U.S. Treasury$64,999 $2 $0 $65,001 
U.S. Government agencies77,908 3,618 0 81,526 
Municipal143,711 4,761 (172)148,300 
Corporate notes:
Financial issuers91,806 461 (935)91,332 
Other1,000 17 0 1,017 
Mortgage-backed: (1)
Mortgage-backed securities2,007,092 52,855 (26,038)2,033,909 
Collateralized mortgage obligations9,411 253 0 9,664 
Total available-for-sale securities$2,395,927 $61,967 $(27,145)$2,430,749 
Held-to-maturity securities
U.S. Government agencies$176,160 $1,644 $(7,230)$170,574 
Municipal197,865 10,713 (535)208,043 
Mortgage-backed securities1,737,115 265 (49,114)1,688,266 
Corporate notes55,378 0 (1,196)54,182 
Total held-to-maturity securities$2,166,518 $12,622 $(58,075)$2,121,065 
Less: Allowance for credit losses(99)
Held-to-maturity securities, net of allowance for credit losses$2,166,419 
Equity securities with readily determinable fair value$86,121 $5,362 $(1,145)$90,338 
(1)Consisting entirely of residential mortgage-backed securities, none of which are subprime.

9
Table of Contents
December 31, 2020
March 31, 2020Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Fair
Value
(Dollars in thousands)
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
(Dollars in thousands)
Available-for-sale securities       Available-for-sale securities
U.S. Treasury$120,404
 $1,266
 $—
 $121,670
U.S. Treasury$304,956 $15 $0 $304,971 
U.S. Government agencies362,969
 5,674
 —
 368,643
U.S. Government agencies80,074 4,439 0 84,513 
Municipal143,273
 3,571
 (235) 146,609
Municipal141,244 5,707 (41)146,910 
Corporate notes:       Corporate notes:
Financial issuers111,718
 90
 (11,821) 99,987
Financial issuers91,786 1,363 (2,764)90,385 
Other1,000
 31
 —
 1,031
Other1,000 20 0 1,020 
Mortgage-backed: (1)
       
Mortgage-backed: (1)
Mortgage-backed securities2,697,264
 111,275
 (4) 2,808,535
Mortgage-backed securities2,330,332 86,721 (15)2,417,038 
Collateralized mortgage obligations24,077
 416
 (9) 24,484
Collateralized mortgage obligations10,689 313 0 11,002 
Total available-for-sale securities$3,460,705
 $122,323
 $(12,069) $3,570,959
Total available-for-sale securities$2,960,081 $98,578 $(2,820)$3,055,839 
Held-to-maturity securities       Held-to-maturity securities
U.S. Government agencies$646,976
 $5,996
 $(4) $652,968
U.S. Government agencies$177,959 $2,552 $0 $180,511 
Municipal218,470
 7,909
 (155) 226,224
Municipal200,707 12,232 (214)212,725 
Mortgage-backed securitiesMortgage-backed securities200,531 0 0 200,531 
Total held-to-maturity securities$865,446
 $13,905
 $(159) $879,192
Total held-to-maturity securities$579,197 $14,784 $(214)$593,767 
Less: Allowance for credit losses (2)
(70)      
Less: Allowance for credit lossesLess: Allowance for credit losses(59)
Held-to-maturity securities, net of allowance for credit losses$865,376
      Held-to-maturity securities, net of allowance for credit losses$579,138 
Equity securities with readily determinable fair value$48,060
 $781
 $(1,531) $47,310
Equity securities with readily determinable fair value$87,618 $3,674 $(430)$90,862 

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

December 31, 2019March 31, 2020
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Fair
Value
(Dollars in thousands) (Dollars in thousands)
Available-for-sale securities       Available-for-sale securities
U.S. Treasury$120,275
 $813
 $—
 $121,088
U.S. Treasury$120,404 $1,266 $0 $121,670 
U.S. Government agencies365,639
 3,557
 (3,754) 365,442
U.S. Government agencies362,969 5,674 0 368,643 
Municipal141,701
 3,785
 (168) 145,318
Municipal143,273 3,571 (235)146,609 
Corporate notes:       Corporate notes:
Financial issuers97,051
 761
 (4,002) 93,810
Financial issuers111,718 90 (11,821)99,987 
Other1,000
 31
 —
 1,031
Other1,000 31 0 1,031 
Mortgage-backed: (1)
       
Mortgage-backed: (1)
Mortgage-backed securities2,328,383
 21,240
 (3,013) 2,346,610
Mortgage-backed securities2,697,264 111,275 (4)2,808,535 
Collateralized mortgage obligations32,775
 280
 (140) 32,915
Collateralized mortgage obligations24,077 416 (9)24,484 
Total available-for-sale securities$3,086,824
 $30,467
 $(11,077) $3,106,214
Total available-for-sale securities$3,460,705 $122,323 $(12,069)$3,570,959 
Held-to-maturity securities       Held-to-maturity securities
U.S. Government agencies$902,974
 $2,159
 $(5,460) $899,673
U.S. Government agencies$646,976 $5,996 $(4)$652,968 
Municipal231,426
 7,536
 (239) 238,723
Municipal$218,470 7,909 (155)226,224 
Total held-to-maturity securities$1,134,400
 $9,695
 $(5,699) $1,138,396
Total held-to-maturity securities$865,446 $13,905 $(159)$879,192 
Less: Allowance for credit lossesLess: Allowance for credit losses(70)
Held-to-maturity securities, net of allowance for credit lossesHeld-to-maturity securities, net of allowance for credit losses$865,376 
Equity securities with readily determinable fair value$48,044
 $3,511
 $(715) $50,840
Equity securities with readily determinable fair value$48,060 $781 $(1,531)$47,310 
(1)Consisting entirely of residential mortgage-backed securities, NaN of which are subprime.
 March 31, 2019
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
(Dollars in thousands)   
Available-for-sale securities       
U.S. Treasury$126,236
 $579
 $(97) $126,718
U.S. Government agencies129,258
 1,431
 (2) 130,687
Municipal132,870
 3,701
 (218) 136,353
Corporate notes:       
Financial issuers97,072
 63
 (4,802) 92,333
Other1,000
 —
 —
 1,000
Mortgage-backed: (1)
       
Mortgage-backed securities1,677,903
 6,041
 (27,662) 1,656,282
Collateralized mortgage obligations42,514
 293
 (398) 42,409
Total available-for-sale securities$2,206,853
 $12,108
 $(33,179) $2,185,782
Held-to-maturity securities       
U.S. Government agencies$806,293
 $1,945
 $(14,580) $793,658
Municipal245,249
 3,669
 (881) 248,037
Total held-to-maturity securities$1,051,542
 $5,614
 $(15,461) $1,041,695
Equity securities with readily determinable fair value$45,915
 $2,708
 $(970) $47,653
(1)Consisting entirely of residential mortgage-backed securities, NaN of which are subprime.
(2)As of January 1, 2020, the Company adopted ASU 2016-13 related to credit losses on financial assets held at amortized cost. As a result of such adoption, the Company measured an allowance for credit losses related to lifetime expected credit losses on held-to-maturity investment securities.

Equity securities without readily determinable fair values totaled $29.1$33.3 million as of March 31, 2020.2021. Equity securities without readily determinable fair values are included as part of accrued interest receivable and other assets in the Company's Consolidated Statements of Condition. The Company recorded $393,000monitors its equity investments without readily determinable fair values
10
Table of upward adjustments and 0 downward adjustments on such securities in the first quarter of 2020 related Contents
to identify potential transactions that may indicate an observable price changeschange in orderly transactions for the identical or a similar investment of the same issuer. The Company monitors its equity investments without readily determinable fair values to identify potential transactions that may indicate an observable price changeissuer, requiring adjustment to its carrying amount. DuringThe Company recorded 0 upward and 0 downward adjustments related to such observable price changes for the three months ended March 31, 2020, the Company recorded $1.7 million of impairment of equity securities without readily determinable fair values.2021. The Company conducts a quarterly assessment of its equity securities without readily determinable fair values to determine

whether impairment exists in such securities, considering, among other factors, the nature of the securities, financial condition of the issuer and expected future cash flows. During the three months ended March 31, 2021, the Company recorded $30,000 of impairment of equity securities without readily determinable fair values.

The following table presents the portion of the Company’s available-for-sale investment securities portfolios which hasthat have gross unrealized losses, reflecting the length of time that individual securities have been in a continuous unrealized loss position at March 31, 2020:2021:
Continuous unrealized
losses existing for
less than 12 months		Continuous unrealized
losses existing for
greater than 12 months		Total
(Dollars in thousands)Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
Available-for-sale securities
U.S. Treasury$0 $0 $0 $0 $0 $0 
U.S. Government agencies0 0 0 0 0 0 
Municipal24,326 (168)110 (4)24,436 (172)
Corporate notes:
Financial issuers14,850 (150)48,196 (785)63,046 (935)
Other0 0 0 0 0 0 
Mortgage-backed:
Mortgage-backed securities571,821 (26,037)61 (1)571,882 (26,038)
Collateralized mortgage obligations0 0 0 0 0 0 
Total available-for-sale securities$610,997 $(26,355)$48,367 $(790)$659,364 $(27,145)
 
Continuous unrealized
losses existing for
less than 12 months
 
Continuous unrealized
losses existing for
greater than 12 months
 Total
(Dollars in thousands)Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses
Available-for-sale securities           
U.S. Treasury$—
 $—
 $—
 $—
 $—
 $—
U.S. Government agencies—
 —
 —
 —
 —
 —
Municipal39,637
 (207) 1,006
 (28) 40,643
 (235)
Corporate notes:           
Financial issuers35,154
 (1,518) 56,681
 (10,303) 91,835
 (11,821)
Other—
 —
 —
 —
 —
 —
Mortgage-backed:           
Mortgage-backed securities1,007
 (4) —
 —
 1,007
 (4)
Collateralized mortgage obligations1,046
 (9) —
 —
 1,046
 (9)
Total available-for-sale securities$76,844
 $(1,738) $57,687
 $(10,331) $134,531
 $(12,069)


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

The Company does not consider available-for-sale securities with unrealized losses at March 31, 20202021 to be experiencing credit losses and recognized no resulting allowance for credit losses for such individually assessed credit losses. The Company does not intend to sell these investments and it is more likely than not that the Company will not be required to sell these investments before recovery of the amortized cost bases, which may be the maturity dates of the securities. The unrealized losses within each category have occurred as a result of changes in interest rates, market spreads and market conditions subsequent to purchase. Available-for-sale securities with continuous unrealized losses existing for more than twelve months were primarily corporate notes.

See Note 7—6—Allowance for Credit Losses for further discussion regarding any credit losses associated with held-to-maturity securities at March 31, 2020.2021.


11
Table of Contents
The following table provides information as to the amount of gross gains and losses, adjustments and impairment on investment securities recognized in earnings and proceeds received through the sale or call of investment securities:
Three months ended March 31,
(Dollars in thousands)20212020
Realized gains on investment securities$216 $496 
Realized losses on investment securities(6)(5)
Net realized gains on investment securities210 491 
Unrealized gains on equity securities with readily determinable fair value1,875 0 
Unrealized losses on equity securities with readily determinable fair value(901)(3,546)
Net unrealized gains (losses) on equity securities with readily determinable fair value974 (3,546)
Upward adjustments of equity securities without readily determinable fair values0 393 
Downward adjustments of equity securities without readily determinable fair values0 0 
Impairment of equity securities without readily determinable fair values(30)(1,697)
Adjustment and impairment, net, of equity securities without readily determinable fair values(30)(1,304)
Gains (losses) on investment securities, net$1,154 $(4,359)
Proceeds from sales of available-for-sale securities(1)
$0 $0 
Proceeds from sales of equity securities with readily determinable fair value1,509 30 
Proceeds from sales and capital distributions of equity securities without readily determinable fair value386 288 
 Three months ended March 31,
(Dollars in thousands)2020 2019
Realized gains on investment securities$496
 $17
Realized losses on investment securities(5) (84)
Net realized gains on investment securities491
 $(67)
Unrealized gains on equity securities with readily determinable fair value—
 1,431
Unrealized losses on equity securities with readily determinable fair value(3,546) —
Net unrealized (losses) gains on equity securities with readily determinable fair value(3,546) 1,431
Upward adjustments of equity securities without readily determinable fair values393
 —
Downward adjustments of equity securities without readily determinable fair values—
 —
Impairment of equity securities without readily determinable fair values(1,697) —
Adjustment and impairment, net, of equity securities without readily determinable fair values(1,304) —
Other than temporary impairment charges (1)
—
 —
(Losses) gains on investment securities, net$(4,359) $1,364
Proceeds from sales of available-for-sale securities(2)
$491
 $263,456
Proceeds from sales of equity securities with readily determinable fair value30
 —
Proceeds from sales and capital distributions of equity securities without readily determinable fair value288
 220
(1)Includes proceeds from available-for-sale securities sold in accordance with written covered call options sold to a third party.

(1)Applicable to periods prior to the adoption of ASU 2016-13.
(2)Includes proceeds from available-for-sale securities sold in accordance with written covered call options sold to a third party.

The amortized cost and fair value of available-for-sale and held-to-maturity investment securities as of March 31, 2020,2021, December 31, 20192020 and March 31, 2019,2020, by contractual maturity, are shown in the following table. Contractual maturities may differ from actual maturities as borrowers may have the right to call or repay obligations with or without call or prepayment penalties. Mortgage-backed securities are not included in the maturity categories in the following maturity summary as actual maturities may differ from contractual maturities because the underlying mortgages may be called or prepaid without penalties:
March 31, 2021December 31, 2020March 31, 2020
(Dollars in thousands)Amortized CostFair ValueAmortized CostFair ValueAmortized CostFair Value
Available-for-sale securities
Due in one year or less$100,140 $100,361 $343,601 $343,846 $186,538 $187,789 
Due in one to five years76,104 78,291 67,901 70,334 70,812 71,825 
Due in five to ten years110,125 110,928 111,886 112,178 174,262 164,479 
Due after ten years93,055 97,596 95,672 101,441 307,752 313,847 
Mortgage-backed2,016,503 2,043,573 2,341,021 2,428,040 2,721,341 2,833,019 
Total available-for-sale securities$2,395,927 $2,430,749 $2,960,081 $3,055,839 $3,460,705 $3,570,959 
Held-to-maturity securities
Due in one year or less$6,812 $6,863 $7,138 $7,186 $5,310 $5,333 
Due in one to five years50,318 50,734 22,217 23,068 23,801 24,158 
Due in five to ten years184,677 191,539 150,621 159,293 143,783 148,746 
Due after ten years187,596 183,663 198,690 203,689 692,552 700,955 
Mortgage-backed1,737,115 1,688,266 200,531 200,531 0 — 
Total held-to-maturity securities$2,166,518 $2,121,065 $579,197 $593,767 $865,446 $879,192 
Less: Allowance for credit losses(99)(59)(70)
Held-to-maturity securities, net of allowance for credit losses$2,166,419 $579,138 $865,376 
 March 31, 2020 December 31, 2019 March 31, 2019
(Dollars in thousands)Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value
Available-for-sale securities           
Due in one year or less$186,538
 $187,789
 $183,996
 $185,035
 $68,996
 $69,060
Due in one to five years70,812
 71,825
 62,679
 64,064
 171,058
 172,673
Due in five to ten years174,262
 164,479
 186,683
 184,666
 116,901
 113,825
Due after ten years307,752
 313,847
 292,308
 292,924
 129,481
 131,533
Mortgage-backed2,721,341
 2,833,019
 2,361,158
 2,379,525
 1,720,417
 1,698,691
Total available-for-sale securities$3,460,705
 $3,570,959
 $3,086,824
 $3,106,214
 $2,206,853
 $2,185,782
Held-to-maturity securities           
Due in one year or less$5,310
 $5,333
 $6,061
 $6,074
 $9,134
 $9,112
Due in one to five years23,801
 24,158
 28,697
 28,986
 27,477
 27,539
Due in five to ten years143,783
 148,746
 213,104
 216,957
 301,971
 302,066
Due after ten years692,552
 700,955
 886,538
 886,379
 712,960
 702,978
Total held-to-maturity securities$865,446
 $879,192
 $1,134,400
 $1,138,396
 $1,051,542
 $1,041,695
Less: Allowance for credit losses(1)
(70)          
Held-to-maturity securities, net of allowance for credit losses$865,376
     ��    

(1)As of January 1, 2020, the Company adopted ASU 2016-13 related to credit losses on financial assets held at amortized cost. As a result of such adoption, the Company measured an allowance for credit losses in the three months ended March 31, 2020 related to lifetime expected credit losses on held-to-maturity investment securities.

Securities having a faircarrying value of $1.5$2.1 billion at March 31, 20202021 as well as securities having a faircarrying value of $1.7$2.4 billion and $1.7$1.5 billion at December 31, 20192020 and March 31, 2019,2020, respectively, were pledged as collateral for public deposits, trust deposits, Federal Home Loan Bank ("FHLB") advances and available lines of credit, securities sold under repurchase
12
Table of Contents
agreements and derivatives. At March 31, 2020,2021, there were 0 securities of a single issuer, other than U.S. Government-sponsored agency securities, which exceeded 10% of shareholders’ equity.

(6)(5) Loans

The following table shows the Company’s loan portfolio by category as of the dates shown:
March 31,December 31,March 31,
(Dollars in thousands)202120202020
Balance:
Commercial$12,708,207 $11,955,967 $9,025,886 
Commercial real estate8,544,779 8,494,132 8,185,531 
Home equity390,253 425,263 494,655 
Residential real estate1,421,973 1,259,598 1,377,389 
Premium finance receivables
Commercial insurance3,958,543 4,054,489 3,465,055 
Life insurance6,111,495 5,857,436 5,221,639 
Consumer and other35,983 32,188 37,166 
    Total loans, net of unearned income$33,171,233 $32,079,073 $27,807,321 
Mix:
Commercial38 %37 %32 %
Commercial real estate26 26 29 
Home equity1 1 2 
Residential real estate4 5 5 
Premium finance receivables
Commercial insurance12 13 13 
Life insurance19 18 19 
Consumer and other0 0 0 
Total loans, net of unearned income100 %100 %100 %
 March 31, December 31, March 31,
(Dollars in thousands)2020 2019 2019
Balance:     
Commercial$9,025,886
 $8,285,920
 $7,994,191
Commercial real estate8,185,531
 8,020,276
 6,973,505
Home equity494,655
 513,066
 528,448
Residential real estate1,377,389
 1,354,221
 1,053,524
Premium finance receivables     
Commercial insurance3,465,055
 3,442,027
 2,988,788
Life insurance5,221,639
 5,074,602
 4,555,369
Consumer and other37,166
 110,178
 120,804
    Total loans, net of unearned income$27,807,321
 $26,800,290
 $24,214,629
Mix:     
Commercial32% 31% 33%
Commercial real estate29
 30
 29
Home equity2
 2
 2
Residential real estate5
 5
 4
Premium finance receivables     
Commercial insurance13
 13
 12
Life insurance19
 19
 19
Consumer and other0
 0
 1
Total loans, net of unearned income100% 100% 100%


The Company’s loan portfolio is generally comprised of loans to consumers and small to medium-sized businesses, which, for the commercial and commercial real estate portfolios, are located primarily within the geographic market areas that the banks serve. Various niche lending businesses, including lease finance and franchise lending, operate on a national level. Additionally, to provide short-term relief due to macroeconomic deterioration from the COVID-19 pandemic to small businesses within such market areas, the Company originated loans through the Paycheck Protection Program ("PPP"), an expansion of guaranteed lending under Section 7(a) of the Small Business Act within the CARES Act. As of March 31, 2021, the Company's commercial portfolio included approximately $3.3 billion of such PPP loans. The premium finance receivables portfolios are made to customers throughout the United States and Canada. The Company strives to maintain a loan portfolio that is diverse in terms of loan type, industry, borrower and geographic concentrations. Such diversification reduces the exposure to economic downturns that may occur in different segments of the economy or in different industries.

Certain premium finance receivables are recorded net of unearned income. The unearned income portions of such premium finance receivables were $114.4 million at March 31, 2021, $113.1 million at December 31, 2020 and $115.2 million at March 31, 2020, $118.4 million at December 31, 2019 and $110.0 million at March 31, 2019.2020.

Total loans, excluding PCD loans, include net deferred loan fees and costs and fair value purchase accounting adjustments totaling $(32.2) million at March 31, 2021, $(3.2) million at December 31, 2020 and $11.1 million at March 31, 2020, $9.1 million at December 31, 2019 and $6.4 million at2020. Net deferred fees as of March 31, 2019. Prior2021 includes $64.6 million of net deferred fees paid by the Small Business Administration ("SBA") for loans originated under the PPP. As PPP loans share similar characteristics (loan terms), and prepayments are considered probable and can reasonably be estimated due to January 1, 2020, PCI loans were recorded netterms of credit discounts. See “PCI Loans” below.the program, the Company considers estimated future principal prepayments in recognizing such deferred fees for determining a constant effective yield on the portfolio of loans.

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

13
PCI Loans

Prior to January 1, 2020, PCI loans were aggregated into pools by common risk characteristics for accounting purposes, including recognitionTable of interest income on a pool basis. Measurement of any allowance for loan losses on these loans were offset by the remaining discount related to the pool. Changes in expected cash flows would vary from period to period as the Company periodically updated its cash flow model assumptions for PCI loans. The factors that most significantly affect the estimates of gross cash flows expected to be collected, and accordingly the accretable yield, included changes in the benchmark interest rate indices for variable-rate products and changes in prepayment assumptions and loss estimates. As a result of the implementation of CECL, beginning in the first quarter of 2020, PCI loans transitioned to a classification of PCD, which no longer maintains the prior pools and related accounting concepts. The following tables present the required disclosures for PCI loans before the adoption of CECL.

Acquired Loan Information at Acquisition—PCI Loans

The following table presents the unpaid principal balance and carrying value for these acquired loans:
  December 31, 2019
 (In thousands)Unpaid
Principal
Balance		 Carrying
Value
 
 PCI loans$455,784
 $425,372

Contents

Accretable Yield Activity - PCI Loans

The following table provides activity for the accretable yield of PCI loans as of March 31, 2019:

 Three Months Ended
(In thousands)
March 31,
2019
Accretable yield, beginning balance $34,876
Accretable yield amortized to interest income (3,829)
Reclassification from non-accretable difference (1)
 1,574
Increases in interest cash flows due to payments and changes in interest rates 1,471
Accretable yield, ending balance $34,092

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

Accretion to interest income accounted for under ASC 310-30 totaled $3.8 million in the first quarter of 2019.

(7)(6) Allowance for Credit Losses

In accordance with ASC 326, the Company is required to measure the allowance for credit losses of financial assets with similar risk characteristics on a collective or pooled basis. In considering the segmentation of financial assets measured at amortized cost into pools, the Company considered various risk characteristics in its analysis. Generally, the segmentation utilized represents the level at which the Company develops and documents its systematic methodology to determine the allowance for credit losses for the financial asset held at amortized cost, specifically the Company's loan portfolio and debt securities classified as held-to-maturity. Below is a summary of the Company's loan portfolio segments and major debt security types:

Commercial loans, including PPP loans: The Company makes commercial loans for many purposes, including working capital lines and leasing arrangements, that are generally renewable annually and supported by business assets, personal guarantees and additional collateral. Underlying collateral includes receivables, inventory, enterprise value and the assets of the business .business. Commercial business lending is generally considered to involve a slightly higher degree of risk than traditional consumer bank lending. This portfolio includes a range of industries, including manufacturing, restaurants, franchise, professional services, equipment finance and leasing, mortgage warehouse lending and industrial.

The Company also originates loans through the PPP. Administered by the SBA, the PPP provides short-term relief primarily related to the disruption from COVID-19 to companies and non-profits that meet the SBA’s definition of an eligible small business. Under the program, the SBA will forgive all or a portion of the loan if, during a certain period, loans are used for qualifying expenses. If all or a portion of the loan is not forgiven, the borrower is responsible for repayment. PPP loans are fully guaranteed by the SBA, including any portion not forgiven. The SBA guarantee exists at the inception of the loan and throughout its life and is not separated from the loan if the loan is subsequently sold or transferred. As it is not considered a freestanding contract, the Company considers the impact of the SBA guarantee when measuring the allowance for credit losses.

Commercial real estate loans, including construction and development, and non-construction: The Company's commercial real estate loans are generally secured by a first mortgage lien and assignment of rents on the underlying property. Since most of the Company's bank branches are located in the Chicago metropolitan area and southern Wisconsin, a significant portion of the

Company's commercial real estate loan portfolio is located in this region. As the risks and circumstances of such loans in construction phase vary from that of non-construction commercial real estate loans, the Company assessed the allowance for credit losses separately for these two segments.

Home equity loans: The Company's home equity loans and lines of credit are primarily originated by each of the bank subsidiaries in their local markets where there is a strong understanding of the underlying real estate value. The Company's banks monitor and manage these loans, and conduct an automated review of all home equity loans and lines of credit at least twice per year. The banks subsidiaries use this information to manage loans that may be higher risk and to determine whether to obtain additional credit information or updated property valuations. In a limited number of cases, the Company may issue home equity credit together with first mortgage financing, and requests for such financing are evaluated on a combined basis.

Residential real estate loans: The Company's residential real estate portfolio predominantly includes one- to four-family fixed and adjustable rate mortgages that havewith repricing terms generally from one to three years, construction loans to individuals and bridge financing loans for qualifying customers. The Company's adjustable rateresidential mortgages relate to properties located principally in the Chicago metropolitan area and southern Wisconsin or vacation homes owned by local residents. Due to interest rate risk considerations, the Company generally sells in the secondary market loans originated with long-term fixed rates, however, certain of these loans may be retained within the banks’ own portfolios where they are non-agency conforming, or where the terms of the loans make them favorable to retain. The Company believes that since this loan portfolio consists primarily of locally originated loans, and since the majority of the borrowers are longer-term customers with lower LTV ratios, the Company faces a relatively low risk of borrower default and delinquency. It is not the Company's current practice to underwrite, and there are no plans to underwrite subprime, Alt A, no or little documentation loans, or option ARM loans.

Premium finance receivables: The Company makes loans to businesses to finance the insurance premiums they pay on their commercial insurance policies. The loans are indirectly originated by working through independent medium and large insurance agents and brokers located throughout the United States and Canada. The insurance premiums financed are primarily for commercial customers’ purchases of liability, property and casualty and other commercial insurance. This lending involves relatively rapid turnover of the loan portfolio and high volume of loan originations. The Company performs ongoing credit and other reviews of the agents and brokers to mitigate against the risk of fraud.

The Company also originates life insurance premium finance receivables. These loans are originated directly with the borrowers with assistance from life insurance carriers, independent insurance agents, financial advisors and legal counsel. The life
14
Table of Contents
insurance policy is the primary form of collateral. In addition, these loans often are secured with a letter of credit, marketable securities or certificates of deposit. In some cases, the Company may make a loan that has a partially unsecured position.

Consumer and other loans: Included in the consumer and other loan category is a wide variety of personal and consumer loans to individuals. The Company originates consumer loans in order to provide a wider range of financial services to their customers. Consumer loans generally have shorter terms and higher interest rates than mortgage loans but generally involve more credit risk than mortgage loans due to the type and nature of the collateral.

U.S. government agency securities: This security type includes debt obligations of certain government-sponsored entities of the U.S. government such as the Federal Home Loan Bank, Federal Agricultural Mortgage Corporation, Federal Farm Credit Banks Funding Corporation and Fannie Mae. Such securities often contain an explicit or implicit guarantee of the U.S. government.

Municipal securities: The Company's municipal securities portfolio include bond issues for various municipal government entities located throughout the United States, including the Chicago metropolitan area and southern Wisconsin, some of which are privately placed and non-rated. Though the risk of loss is typically low, including within the Company, default history exists on municipal securities within the United States.

Mortgage-backed securities: This security type includes debt obligations supported by pools of individual mortgage loans and issued by certain government-sponsored entities of the U.S. government such as Freddie Mac and Fannie Mae. Such securities are considered to contain an implicit guarantee of the U.S. government.

Corporate notes: The Company's corporate notes portfolio includes bond issues for various public companies representing a diversified population of industries. The risk of loss in this portfolio is considered low based on the characteristics of the investments, including the Company’s own past history with similar investments.

In accordance with ASC 326, the Company elected to not measure an allowance for credit losses on accrued interest as such accrued interest is written off in a timely manner when deemed uncollectible. Any such write-off of accrued interest will reverse previously recognized interest income. In addition, the Company elected to not include accrued interest within presentation and disclosures of the carrying amount of financial assets held at amortized cost. This election is applicable to the various disclosures included within the Company's financial statements. Accrued interest related to financial assets held at amortized cost is included within accrued interest receivable and other assets within the Company's Consolidated Statements of Condition and totaled $128.8 million at March 31, 2021, $121.9 million at December 31, 2020 and $116.4 million at March 31, 2020.

The tables below show the aging of the Company’s loan portfolio by the segmentation noted above at March 31, 2020,2021, December 31, 20192020 and March 31, 2019. For periods prior to January 1, 2020, PCI loans are disclosed in segmentation consistent with that discussed above for comparative purposes. For accounting purposes, including recognition2020:

As of March 31, 202190+ days and still accruing60-89 days past due30-59 days past due
(In thousands)NonaccrualCurrentTotal Loans
Loan Balances (includes PCD):
Commercial
Commercial, industrial and other, excluding PPP loans$22,459 $0 $13,292 $35,535 $9,343,939 $9,415,225 
Commercial PPP loans0 0 0 6 3,292,976 3,292,982 
Commercial real estate
Construction and development2,673 0 499 23,967 1,326,185 1,353,324 
Non-construction31,707 0 7,657 46,201 7,105,890 7,191,455 
Home equity5,536 0 492 780 383,445 390,253 
Residential real estate21,553 0 944 13,768 1,385,708 1,421,973 
Premium finance receivables
Commercial insurance loans9,690 4,592 5,113 16,552 3,922,596 3,958,543 
Life insurance loans0 191 0 14,821 6,096,483 6,111,495 
Consumer and other497 161 8 74 35,243 35,983 
Total loans, net of unearned income$94,115 $4,944 $28,005 $151,704 $32,892,465 $33,171,233 
15
Table of interest income, PCI loans were aggregated into pools by common risk characteristics separate from non-acquired loans. As a result of the implementation of ASU 2016-13, beginning in the first quarter of 2020, PCI loans transitioned to a classification of purchased financial assets with credit deterioration ("PCD"), which no longer maintains the prior pools and related accounting concepts. Recognition of interest income on PCD loans is considered at the individual asset level following the Company's accrual policies, instead of based upon the entire pool of loans. As a result, such PCD loans are included within nonaccrual status, if applicable.

Contents
As of December 31, 2020As of December 31, 202090+ days and still accruing60-89 days past due30-59 days past due
(In thousands)(In thousands)NonaccrualCurrentTotal Loans
Loan Balances (includes PCD):Loan Balances (includes PCD):
CommercialCommercial
As of March 31, 2020  90+ days and still accruing 60-89 days past due 30-59 days past due    
(In thousands)Nonaccrual Current Total Loans
Loan Balances:           
Commercial           
Commercial, industrial and other$49,916
 $1,241
 $8,873
 $86,129
 $8,879,727
 $9,025,886
Commercial, industrial and other, excluding PPP loansCommercial, industrial and other, excluding PPP loans$21,743 $307 $6,900 $44,345 $9,166,751 $9,240,046 
Commercial PPP loansCommercial PPP loans0 0 0 36 2,715,885 2,715,921 
Commercial real estate           Commercial real estate
Construction and development7,422
 147
 1,859
 16,938
 1,274,987
 1,301,353
Construction and development5,633 0 0 5,344 1,360,825 1,371,802 
Non-construction55,408
 369
 8,353
 58,130
 6,761,918
 6,884,178
Non-construction40,474 0 5,178 26,772 7,049,906 7,122,330 
Home equity7,243
 —
 214
 2,096
 485,102
 494,655
Home equity6,529 0 47 637 418,050 425,263 
Residential real estate18,965
 605
 345
 28,983
 1,328,491
 1,377,389
Residential real estate26,071 0 1,635 12,584 1,219,308 1,259,598 
Premium finance receivables           Premium finance receivables
Commercial insurance loans21,058
 16,505
 10,327
 32,811
 3,384,354
 3,465,055
Commercial insurance loans13,264 12,792 6,798 18,809 4,002,826 4,054,489 
Life insurance loans—
 —
 2,403
 37,374
 5,181,862
 5,221,639
Life insurance loans0 0 21,003 30,465 5,805,968 5,857,436 
Consumer and other403
 78
 625
 207
 35,853
 37,166
Consumer and other436 264 24 136 31,328 32,188 
Total loans, net of unearned income$160,415
 $18,945
 $32,999
 $262,668
 $27,332,294
 $27,807,321
Total loans, net of unearned income$114,150 $13,363 $41,585 $139,128 $31,770,847 $32,079,073 

As of March 31, 202090+ days and still accruing60-89 days past due30-59 days past due
(In thousands)NonaccrualCurrentTotal Loans
Loan Balances (includes PCD):
Commercial
Commercial, industrial and other, excluding PPP loans$49,916 $1,241 $8,873 $86,129 $8,879,727 $9,025,886 
Commercial PPP loans0 0 0 0 0 0 
Commercial real estate
Construction and development7,422 147 1,859 16,938 1,274,987 1,301,353 
Non-construction55,408 369 8,353 58,130 6,761,918 6,884,178 
Home equity7,243 0 214 2,096 485,102 494,655 
Residential real estate18,965 605 345 28,983 1,328,491 1,377,389 
Premium finance receivables
Commercial insurance loans21,058 16,505 10,327 32,811 3,384,354 3,465,055 
Life insurance loans0 0 2,403 37,374 5,181,862 5,221,639 
Consumer and other403 78 625 207 35,853 37,166 
Total loans, net of unearned income$160,415 $18,945 $32,999 $262,668 $27,332,294 $27,807,321 

As of December 31, 2019  90+ days and still accruing 60-89 days past due 30-59 days past due    
(In thousands)Nonaccrual    Current Total Loans
Loan Balances:(1)
           
Commercial           
Commercial, industrial and other$37,224
 $1,855
 $3,275
 $77,324
 $8,166,242
 $8,285,920
Commercial real estate           
Construction and development2,112
 3,514
 5,292
 48,964
 1,223,567
 1,283,449
Non-construction24,001
 11,432
 26,254
 48,603
 6,626,537
 6,736,827
Home equity7,363
 —
 454
 3,533
 501,716
 513,066
Residential real estate13,797
 5,771
 3,089
 18,041
 1,313,523
 1,354,221
Premium finance receivables           
Commercial insurance loans20,590
 11,517
 12,119
 18,783
 3,379,018
 3,442,027
Life insurance loans590
 —
 —
 32,559
 5,041,453
 5,074,602
Consumer and other231
 287
 40
 344
 109,276
 110,178
Total loans, net of unearned income$105,908
 $34,376
 $50,523
 $248,151
 $26,361,332
 $26,800,290
As of March 31, 2019  90+ days and still accruing 60-89 days past due 30-59 days past due    
(In thousands)Nonaccrual    Current Total Loans
Loan Balances:(1)
           
Commercial           
Commercial, industrial and other$55,792
 $2,499
 $1,787
 $49,700
 $7,884,413
 $7,994,191
Commercial real estate           
Construction and development1,084
 621
 496
 7,879
 946,614
 956,694
Non-construction14,849
 3,644
 5,116
 46,993
 5,946,209
 6,016,811
Home equity7,885
 —
 810
 4,315
 515,438
 528,448
Residential real estate15,879
 1,481
 509
 11,112
 1,024,543
 1,053,524
Premium finance receivables           
Commercial insurance loans14,797
 6,558
 5,628
 20,767
 2,941,038
 2,988,788
Life insurance loans—
 168
 4,788
 35,046
 4,515,367
 4,555,369
Consumer and other326
 280
 47
 350
 119,801
 120,804
Total loans, net of unearned income$110,612
 $15,251
 $19,181
 $176,162
 $23,893,423
 $24,214,629
(1)
Includes PCD loans and, for periods prior to the adoption of ASU 2016-13, PCI loans. PCI loans represented loans acquired with evidence of credit quality deterioration since origination, in accordance with ASC 310-30.Loan agings disclosed in comparative periods are based upon contractually required payments. As a result of the adoption of ASU 2016-13, the Company transitioned all previously classified PCI loans to PCD loans effective January 1, 2020.

Credit Quality Indicators

Credit quality indicators, specifically the Company's internal risk rating systems, reflect how the Company monitors credit losses and represents factors used by the Company when measuring the allowance for credit losses. The following discusses the Company's credit quality indicators by financial asset.

Loan portfolios

The Company's ability to manage credit risk depends in large part on our ability to properly identify and manage problem loans. To do so, the Company operates a credit risk rating system under which credit management personnel assign a credit risk rating (1 to 10 rating) to each loan at the time of origination and review loans on a regular basis. These credit risk ratings are also an important aspect of the Company's allowance for credit losses measurement methodology. The credit risk rating structure and classifications are shown below:


Pass (risk rating 1 to 5): Based on various factors (liquidity, leverage, etc.), the Company believes asset quality is acceptable and is deemed to not require additional monitoring by the Company.

Special mention (risk rating 6): Assets in this category are currently protected, potentially weak, but not to the point of substandard classification. Loss potential is moderate if corrective action is not taken.

Substandard accrual (risk rating 7): Assets in this category have well defined weaknesses that jeopardize the liquidation of the debt. Loss potential is distinct but with no discernible impairment.

Substandard nonaccrual/doubtful (risk rating 8 and 9): Assets have all the weaknesses in those classified “substandard accrual” with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of current existing facts, conditions, and values, improbable.

16
Table of Contents
Loss/fully charged-off (risk rating 10): Assets in this category are considered fully uncollectible. As such, these assets have no carrying balance on the Company's Consolidated Statements of Condition.

Each loan officer is responsible for monitoring his or her loan portfolio, recommending a credit risk rating for each loan in his or her portfolio and ensuring the credit risk ratings are appropriate. These credit risk ratings are then ratified by the bank’s chief credit officer and/or concurrence credit officer. Credit risk ratings are determined by evaluating a number of factors including: a borrower’s financial strength, cash flow coverage, collateral protection and guarantees.

The Company’s Problem Loan Reporting system includes all loans with credit risk ratings of 6 through 9. This system is designed to provide an on-going detailed tracking mechanism for each problem loan. Once management determines that a loan has deteriorated to a point where it has a credit risk rating of 6 or worse, the Company’s Managed Asset Division performs an overall credit and collateral review. As part of this review, all underlying collateral is identified and the valuation methodology is analyzed and tracked. As a result of this initial review by the Company’s Managed Asset Division, the credit risk rating is reviewed and a portion of the outstanding loan balance may be deemed uncollectible and, as a result, no longer share similar risk characteristics as its related pool. If that is the case, the individual loan is considered collateral dependent loan and individually assessed for an allowance for credit loss. The Company’s individual assessment utilizes an independent re-appraisal of the collateral (unless such a third-party evaluation is not possible due to the unique nature of the collateral, such as a closely-held business or thinly traded securities). In the case of commercial real estate collateral, an independent third party appraisal is ordered by the Company’s Real Estate Services Group to determine if there has been any change in the underlying collateral value. These independent appraisals are reviewed by the Real Estate Services Group and sometimes by independent third party valuation experts and may be adjusted depending upon market conditions.


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

0

The table below shows the Company’s loan portfolio by credit quality indicator and year of origination at March 31, 2020:2021:

As of March 31, 2021Year of OriginationRevolvingTotal
(In thousands)20212020201920182017PriorRevolvingto TermLoans
Loan Balances:
Commercial, industrial and other
Pass$574,195 $1,951,426 $1,158,699 $840,181 $611,479 $742,116 $2,908,239 $4,925 $8,791,260 
Special mention965 27,786 83,315 38,930 33,116 24,760 86,729 36 295,637 
Substandard accrual22,738 19,675 65,902 71,312 25,052 61,313 39,766 111 305,869 
Substandard nonaccrual/doubtful0 1,887 1,770 2,117 2,078 14,074 533 0 22,459 
Total commercial, industrial and other$597,898 $2,000,774 $1,309,686 $952,540 $671,725 $842,263 $3,035,267 $5,072 $9,415,225 
Commercial PPP
Pass$1,242,766 $2,049,342 $0 $0 $0 $0 $0 $0 $3,292,108 
Special mention874 0 0 0 0 0 0 0 874 
Substandard accrual0 0 0 0 0 0 0 0 0 
Substandard nonaccrual/doubtful0 0 0 0 0 0 0 0 0 
Total commercial PPP$1,243,640 $2,049,342 $0 $0 $0 $0 $0 $0 $3,292,982 
Construction and development
Pass$40,266 $346,452 $433,184 $196,502 $89,377 $109,596 $29,747 $0 $1,245,124 
Special mention282 11,935 16,864 21,075 24,465 4,068 0 0 78,689 
Substandard accrual0 0 1,207 21,872 2,929 678 152 0 26,838 
Substandard nonaccrual/doubtful0 0 0 1,571 0 1,102 0 0 2,673 
Total construction and development$40,548 $358,387 $451,255 $241,020 $116,771 $115,444 $29,899 $0 $1,353,324 
Non-construction
Pass$249,241 $1,295,535 $1,030,111 $816,725 $772,702 $2,189,960 $184,304 $244 $6,538,822 
Special mention3,875 9,905 65,413 66,860 69,759 220,549 0 0 436,361 
Substandard accrual0 2,023 42,238 9,358 21,352 109,584 10 0 184,565 
As of March 31, 2020Year of Origination  Revolving Total
(In thousands)20202019201820172016Prior Revolvingto Term Loans
Loan Balances:           
Commercial, industrial and other           
Pass$618,352
$1,562,959
$1,203,626
$798,697
$488,105
$601,508
 $3,145,103
$11,952
 $8,430,302
Special mention22,183
37,476
55,148
30,076
6,700
27,144
 121,137
433
 300,297
Substandard accrual4,548
37,744
46,576
46,417
5,332
29,650
 74,665
439
 245,371
Substandard nonaccrual/doubtful432
3,752
16,200
6,416
6,941
11,626
 4,260
289
 49,916
Total commercial, industrial and other$645,515
$1,641,931
$1,321,550
$881,606
$507,078
$669,928
 $3,345,165
$13,113
 $9,025,886
Construction and development           
Pass$63,190
$403,322
$330,219
$212,686
$89,499
$76,101
 $11,972
$—
 $1,186,989
Special mention—
16,294
55,734
10,590
—
5,975
 —
—
 88,593
Substandard accrual—
3,076
6,467
1,561
4,022
3,223
 —
—
 18,349
Substandard nonaccrual/doubtful—
—
321
3,091
1,072
2,938
 —
—
 7,422
Total construction and development$63,190
$422,692
$392,741
$227,928
$94,593
$88,237
 $11,972
$—
 $1,301,353
Non-construction           
Pass$366,096
$1,164,916
$1,045,948
$905,495
$813,990
$2,078,191
 $171,039
$6,111
 $6,551,786
Special mention—
23,738
27,198
33,401
31,072
71,686
 8,494
121
 195,710
Substandard accrual—
6,414
1,531
1,195
14,099
57,848
 187
—
 81,274
Substandard nonaccrual/doubtful—
1,130
2,488
3,016
10,955
37,819
 —
—
 55,408
Total non-construction$366,096
$1,196,198
$1,077,165
$943,107
$870,116
$2,245,544
 $179,720
$6,232
 $6,884,178
Home equity           
Pass$—
$521
$1,722
$1,072
$727
$9,306
 $444,235
$—
 $457,583
Special mention—
89
248
970
—
5,313
 7,359
571
 14,550
Substandard accrual—
—
136
—
322
11,765
 2,866
190
 15,279
Substandard nonaccrual/doubtful—
57
200
29
247
5,163
 1,547
—
 7,243
Total home equity$—
$667
$2,306
$2,071
$1,296
$31,547
 $456,007
$761
 $494,655
Residential real estate           
Pass$62,874
$445,862
$185,226
$181,659
$146,159
$298,502
 $—
$—
 $1,320,282
Special mention—
1,432
2,815
3,950
3,094
10,665
 —
—
 21,956
Substandard accrual—
495
919
2,980
5,830
5,962
 —
—
 16,186
Substandard nonaccrual/doubtful—
212
615
3,102
2,255
12,781
 —
—
 18,965
Total residential real estate$62,874
$448,001
$189,575
$191,691
$157,338
$327,910
 $—
$—
 $1,377,389
Premium finance receivables - commercial           
Pass$1,754,440
$1,668,244
$12,149
$1,282
$—
$—
 $—
$—
 $3,436,115
Special mention6
2,027
11
—
—
—
 —
—
 2,044
Substandard accrual62
5,515
261
—
—
—
 —
—
 5,838
Substandard nonaccrual/doubtful98
18,137
2,812
11
—
—
 —
—
 21,058
Total premium finance receivables - commercial$1,754,606
$1,693,923
$15,233
$1,293
$—
$—
 $—
$—
 $3,465,055
Premium finance receivables - life           
Pass$107,266
$475,143
$550,086
$569,225
$761,057
$2,758,272
 $—
$—
 $5,221,049
Special mention—
—
—
590
—
—
 —
—
 590
Substandard accrual—
—
—
—
—
—
 —
—
 —
Substandard nonaccrual/doubtful—
—
—
—
—
—
 —
—
 —
Total premium finance receivables - life$107,266
$475,143
$550,086
$569,815
$761,057
$2,758,272
 $—
$—
 $5,221,639
Consumer and other           
Pass$1,129
$4,189
$2,515
$908
$691
$7,136
 $19,297
$—
 $35,865
Special mention—
33
3
131
1
454
 2
—
 624
Substandard accrual—
22
2
—
—
246
 4
—
 274
Substandard nonaccrual/doubtful—
—
4
—
—
399
 —
—
 403
Total consumer and other$1,129
$4,244
$2,524
$1,039
$692
$8,235
 $19,303
$—
 $37,166
17
Table of Contents
Substandard nonaccrual/doubtful0 0 266 1,221 2,131 28,089 0 0 31,707 
Total non-construction$253,116 $1,307,463 $1,138,028 $894,164 $865,944 $2,548,182 $184,314 $244 $7,191,455 
Home equity
Pass$0 $44 $0 $47 $28 $7,082 $356,197 $0 $363,398 
Special mention0 0 0 0 0 2,103 4,905 245 7,253 
Substandard accrual0 0 0 317 0 11,953 1,053 743 14,066 
Substandard nonaccrual/doubtful0 0 0 0 157 3,799 1,580 0 5,536 
Total home equity$0 $44 $0 $364 $185 $24,937 $363,735 $988 $390,253 
Residential real estate
Pass$301,904 $346,823 $265,543 $100,023 $115,609 $240,205 $0 $0 $1,370,107 
Special mention80 302 237 2,017 2,163 8,467 0 0 13,266 
Substandard accrual291 2,304 1,025 897 2,300 10,230 0 0 17,047 
Substandard nonaccrual/doubtful0 186 1,121 745 5,034 14,467 0 0 21,553 
Total residential real estate$302,275 $349,615 $267,926 $103,682 $125,106 $273,369 $0 $0 $1,421,973 
Premium finance receivables - commercial
Pass$2,001,412 $1,896,547 $27,366 $2,961 $54 $0 $0 $0 $3,928,340 
Special mention8,051 11,093 8 0 0 0 0 0 19,152 
Substandard accrual1 1,267 13 80 0 0 0 0 1,361 
Substandard nonaccrual/doubtful512 7,898 1,252 28 0 0 0 0 9,690 
Total premium finance receivables - commercial$2,009,976 $1,916,805 $28,639 $3,069 $54 $0 $0 $0 $3,958,543 
Premium finance receivables - life
Pass$112,896 $636,815 $658,163 $620,034 $678,197 $3,404,823 $0 $0 $6,110,928 
Special mention0 0 0 0 567 0 0 0 567 
Substandard accrual0 0 0 0 0 0 0 0 0 
Substandard nonaccrual/doubtful0 0 0 0 0 0 0 0 0 
Total premium finance receivables - life$112,896 $636,815 $658,163 $620,034 $678,764 $3,404,823 $0 $0 $6,111,495 
Consumer and other
Pass$1,204 $1,955 $1,749 $1,389 $179 $14,366 $14,206 $0 $35,048 
Special mention3 10 19 0 86 91 6 0 215 
Substandard accrual0 4 1 0 0 215 3 0 223 
Substandard nonaccrual/doubtful0 1 0 104 0 392 0 0 497 
Total consumer and other$1,207 $1,970 $1,769 $1,493 $265 $15,064 $14,215 $0 $35,983 
Total loans (1)
Pass$4,523,884 $8,524,939 $3,574,815 $2,577,862 $2,267,625 $6,708,148 $3,492,693 $5,169 $31,675,135 
Special mention14,130 61,031 165,856 128,882 130,156 260,038 91,640 281 852,014 
Substandard accrual23,030 25,273 110,386 103,836 51,633 193,973 40,984 854 549,969 
Substandard nonaccrual/doubtful512 9,972 4,409 5,786 9,400 61,923 2,113 0 94,115 
Total loans$4,561,556 $8,621,215 $3,855,466 $2,816,366 $2,458,814 $7,224,082 $3,627,430 $6,304 $33,171,233 
(1)Includes $164.7 million of loans with COVID-19 related modifications that migrated from pass as of March 1, 2020 to special mention or substandard accrual as of March 31, 2021. These loans were further qualitatively evaluated as a part of the measurement of the allowance for credit losses as of March 31, 2021.


Held-to-maturity debt securities

The Company conducts an assessment of its investment securities, including those classified as held-to-maturity, at the time of purchase and on at least an annual basis to ensure such investment securities remain within appropriate levels of risk and continue to perform satisfactorily in fulfilling its obligations. The Company considers, among other factors, the nature of the securities and credit ratings or financial condition of the issuer. If available, the Company obtains a credit rating for issuers from a Nationally Recognized Statistical Rating Organization (“NRSRO”) for consideration. If no such rating is available for an issuer, the Company performs an internal rating based on the scale utilized within the loan portfolio as discussed above. For purposes of the table below, the Company has converted any issuer rating from an NRSRO into the Company’s internal ratings based on Investment Policy and review by the Company’s management.

As of March 31, 2020Year of Origination Total
(In thousands)20202019201820172016Prior Balance
Amortized Cost Balances:        
U.S. government agencies        
1-4 internal grade$124,575
$397,534
$101,450
$—
$20,000
$3,417
 $646,976
5-7 internal grade—
—
—
—
—
—
 —
8-10 internal grade—
—
—
—
—
—
 —
Total U.S. government agencies$124,575
$397,534
$101,450
$—
$20,000
$3,417
 $646,976
Municipal        
1-4 internal grade$—
$162
$7,631
$44,101
$10,218
$156,358
 $218,470
5-7 internal grade—
—
—
—
—
—
 —
8-10 internal grade—
—
—
—
—
—
 —
Total municipal$—
$162
$7,631
$44,101
$10,218
$156,358
 $218,470
Total held-to-maturity securities       $865,446
Less: Allowance for credit losses       (70)
Held-to-maturity securities, net of allowance for credit losses       $865,376


18
Table of Contents
As of March 31, 2021Year of OriginationTotal
(In thousands)20212020201920182017PriorBalance
Amortized Cost Balances:
U.S. government agencies
1-4 internal grade$97,786 $25,000 $0 $50,000 $0 $3,374 $176,160 
5-7 internal grade0 0 0 0 0 0 0 
8-10 internal grade0 0 0 0 0 0 0 
Total U.S. government agencies$97,786 $25,000 $0 $50,000 $0 $3,374 $176,160 
Municipal
1-4 internal grade$1,377 $0 $161 $7,549 $43,603 $145,175 $197,865 
5-7 internal grade0 0 0 0 0 0 0 
8-10 internal grade0 0 0 0 0 0 0 
Total municipal$1,377 $0 $161 $7,549 $43,603 $145,175 $197,865 
Mortgage-backed securities
1-4 internal grade$1,737,115 $0 $0 $0 $0 $0 $1,737,115 
5-7 internal grade0 0 0 0 0 0 0 
8-10 internal grade0 0 0 0 0 0 0 
Total mortgage-backed securities$1,737,115 $0 $0 $0 $0 $0 $1,737,115 
Corporate notes
1-4 internal grade$0 $13,661 $7,462 $3,325 $3,282 $27,648 $55,378 
5-7 internal grade0 0 0 0 0 0 0 
8-10 internal grade0 0 0 0 0 0 0 
Total corporate notes$0 $13,661 $7,462 $3,325 $3,282 $27,648 $55,378 
Total held-to-maturity securities$2,166,518 
Less: Allowance for credit losses(99)
Held-to-maturity securities, net of allowance for credit losses$2,166,419 

Measurement of Allowance for Credit Losses

The Company's allowance for credit losses consists of the allowance for loan losses, the allowance for unfunded commitment losses and the allowance for held-to-maturity debt security losses. In accordance with ASC 326, the Company measures the allowance for credit losses at the time of origination or purchase of a financial asset, representing an estimate of lifetime expected credit losses on the related asset. When developing its estimate, the Company considers available information relevant to assessing the collectability of cash flows, from both internal and external sources. Historical credit loss experience is one input in the estimation process as well as inputs relevant to current conditions and reasonable and supportable forecasts. In considering past events, the Company considers the relevance, or lack thereof, of historical information due to changes in such things as financial asset underwriting or collection practices, orand changes in portfolio mix due to changing business plans and strategies. In considering current conditions and forecasts, the Company considers both the current economic environment and the forecasted direction of the economic environment with emphasis on those factors deemed relevant to or driving changes in expected credit losses. As significant judgment is required, the review of the appropriateness of the allowance for credit losses is performed quarterly by various committees with participation by the Company's executive management.

  March 31, December 31, March 31,
(In thousands) 2020 2019 2019
Allowance for loan losses $216,050
 $156,828
 $158,212
Allowance for unfunded lending-related commitments losses 37,362
 1,633
 1,410
Allowance for held-to-maturity securities losses 70
 —
 —
Allowance for credit losses $253,482
 $158,461
 $159,622

March 31,December 31,March 31,
(In thousands)202120202020
Allowance for loan losses$277,709 $319,374 $216,050 
Allowance for unfunded lending-related commitments losses43,500 60,536 37,362 
Allowance for loan losses and unfunded lending-related commitments losses321,209 379,910 253,412 
Allowance for held-to-maturity securities losses99 59 70 
Allowance for credit losses$321,308 $379,969 $253,482 

The allowance for credit losses is measured on a collective or pooled basis when similar risk characteristics exist, based upon the segmentation discussed above. The Company utilizes modeling methodologies that estimate lifetime credit loss rates on each pool, including methodologies estimating the probability of default and loss given default on specific segments. Historical credit loss history is adjusted for reasonable and supportable forecasts developed by the Company on a quantitative or qualitative basis.basis and incorporates third party economic forecasts. Reasonable and supportable forecasts consider the macro-economicmacroeconomic factors that are most relevant to evaluating and predicting expected credit losses in the Company's financial assets. Currently, the Company utilizes an eight quarter forecast period using a single macro-economicmacroeconomic scenario provided by a
19
Table of Contents
third-party and reviewed within the Company's governance structure. For periods

beyond the ability to develop reasonable and supportable forecasts, the Company reverts to historical loss rates at an input level, straight-line over a four quarter reversion period. Expected credit losses are measured over the contractual term of the financial asset with consideration of expected prepayments. Expected extensions, renewals or modifications of the financial asset are only considered when either 1) the expected extension, renewal or modification is contained within the existing agreement and areis not unconditionally cancelable, or 2) the expected extension, renewal or modification is reasonably expected to result in a troubled debt restructuring ("TDR").TDR. The methodologies discussed above are applied to both current asset balances on the Company's Consolidated Statements of Condition and off-balance sheet commitments (i.e. unfunded lending-related commitments).

Assets that do not share similar risk characteristiccharacteristics with a pool are assessed for the allowance for credit losses on an individual basis. These typically include assets experiencing financial difficulties, including assets rated as substandard nonaccrual assets and doubtful as well as assets currently classified or expected to be classified as TDRs. If foreclosure is probable or the asset is considered collateral-dependent, expected credit losses are measured based upon the fair value of the underlying collateral adjusted for selling costs, if appropriate. Underlying collateral across the Company's segments consist primarily of real estate, land and construction assets as well as general business assets of the borrower. As of March 31, 2020,2021, substandard nonaccrual loans totaling $75.0$56.8 million in carrying balance had no related allowance for credit losses. For certain accruing current and expected TDRs, expected credit losses are measured based upon the present value of future cash flows of the modified asset terms compared to the amortized cost of the asset. LoansConsidering accounting relief provided under Section 4013 of the CARES Act, loans identified as being reasonably expected to be modified into TDRs in the future totaled $8.3 million$198,000 as of March 31, 2020.2021.

The Company does not measure an allowance for credit losses on accrued interest receivable balances because these balances are written off in a timely manner as a reduction to interest income when assets are placed on nonaccrual status.

Loan portfolios

A summary of activity in the allowance for credit losses, specifically for the loan portfolio (i.e. allowance for loan losses and allowance for unfunded commitment losses), for the three months ended March 31, 20202021 and 20192020 is as follows. Periods prior to January 1, 2020 are presented in accordance with accounting rules effective at that time.
Three months ended March 31, 2021Commercial Real EstateHome  EquityResidential Real EstatePremium Finance ReceivablesConsumer and OtherTotal Loans
(In thousands)Commercial
Allowance for credit losses at beginning of period$94,212 $243,603 $11,437 $12,459 $17,777 $422 $379,910 
Other adjustments0 0 0 0 30 0 30 
Charge-offs(11,781)(980)0 (2)(3,239)(114)(16,116)
Recoveries452 200 101 204 1,782 32 2,771 
Provision for credit losses12,757 (61,031)(156)1,581 1,127 336 (45,386)
Allowance for credit losses at period end$95,640 $181,792 $11,382 $14,242 $17,477 $676 $321,209 
Individually measured$5,046 $2,042 $338 $822 $0 $81 $8,329 
Collectively measured90,594 179,750 11,044 13,420 17,477 595 312,880 
Loans at period end
Individually measured$30,144 $43,858 $21,167 $28,675 $0 $560 $124,404 
Collectively measured12,678,063 8,500,921 369,086 1,341,382 10,070,038 35,423 32,994,913 
Loans held at fair value0 0 0 51,916 0 0 51,916 
20
Table of Contents
Three months ended March 31, 2020  Commercial Real Estate Home  Equity Residential Real Estate Premium Finance Receivables Consumer and Other Total LoansThree months ended March 31, 2020CommercialCommercial Real EstateHome  EquityResidential Real EstatePremium Finance ReceivablesConsumer and OtherTotal Loans
(In thousands)Commercial (In thousands)
Allowance for credit losses at beginning of period$64,920
 $68,511
 $3,878
 $9,800
 $9,647
 $1,705
 $158,461
Allowance for credit losses at beginning of period$64,920 $68,511 $3,878 $9,800 $9,647 $1,705 $158,461 
Cumulative effect adjustment from the adoption of ASU 2016-139,039
 32,064
 9,061
 3,002
 (4,959) (863) 47,344
Cumulative effect adjustment from the adoption of ASU 2016-139,039 32,064 9,061 3,002 (4,959)(863)47,344 
Other adjustments—
 —
 —
 —
 (73) —
 (73)Other adjustments0 0 0 0 (73)0 (73)
Charge-offs(2,153) (570) (1,001) (401) (3,184) (128) (7,437)Charge-offs(2,153)(570)(1,001)(401)(3,184)(128)(7,437)
Recoveries384
 263
 294
 60
 1,110
 41
 2,152
Recoveries384 263 294 60 1,110 41 2,152 
Provision for credit losses35,156
 12,528
 162
 89
 5,339
 (309) 52,965
Provision for credit losses35,156 12,528 162 89 5,339 (309)52,965 
Allowance for credit losses at period end$107,346
 $112,796
 $12,394
 $12,550
 $7,880
 $446
 $253,412
Allowance for credit losses at period end$107,346 $112,796 $12,394 $12,550 $7,880 $446 $253,412 
Individually measured$12,524
 $9,108
 $290
 $466
 $—
 $104
 $22,492
Individually measured$12,524 $9,108 $290 $466 $0 $104 $22,492 
Collectively measured94,822
 103,688
 12,104
 12,084
 7,880
 342
 230,920
Collectively measured94,822 103,688 12,104 12,084 7,880 342 230,920 
Loans at period end             Loans at period end
Individually measured$56,416
 $80,873
 $23,060
 $27,854
 $—
 $537
 $188,740
Individually measured$56,416 $80,873 $23,060 $27,854 $0 $537 $188,740 
Collectively measured8,969,470
 8,104,658
 471,595
 1,207,268
 8,686,694
 36,629
 27,476,314
Collectively measured8,969,470 8,104,658 471,595 1,207,268 8,686,694 36,629 27,476,314 
Loans held at fair value—
 —
 —
 142,267
 —
 —
 142,267
Loans held at fair value0 0 0 142,267 0 0 142,267 

Three months ended March 31, 2019Commercial Commercial Real Estate Home  Equity Residential Real Estate Premium Finance Receivables Consumer and Other Total Loans
(In thousands)      
Allowance for credit losses at beginning of period$67,826
 $61,661
 $8,507
 $7,194
 $7,715
 $1,261
 $154,164
Other adjustments—
 (24) (7) (7) 11
 —
 (27)
Charge-offs(503) (3,734) (88) (3) (2,210) (102) (6,640)
Recoveries318
 480
 62
 29
 556
 56
 1,501
Provision for credit losses6,997
 877
 153
 417
 2,147
 33
 10,624
Allowance for credit losses at period end$74,638
 $59,260
 $8,627
 $7,630
 $8,219
 $1,248
 $159,622
Individually measured$11,858
 $517
 $796
 $302
 $—
 $133
 $13,606
Collectively measured62,317
 58,623
 7,831
 7,267
 8,219
 1,115
 145,372
Loans acquired with deteriorated credit quality (1)
463
 120
 —
 61
 —
 —
 644
Loans at period end             
Individually measured$75,442
 $30,300
 $15,779
 $22,464
 $—
 $376
 $144,361
Collectively measured7,893,419
 6,832,544
 512,669
 921,204
 7,378,387
 117,753
 23,655,976
Loans acquired with deteriorated credit quality (1)
25,330
 110,661
 —
 8,785
 165,770
 2,675
 313,221
Loans held at fair value—
 —
 —
 101,071
 —
 —
 101,071
(1)Prior to January 1, 2020, measurement of any allowance for loan losses on PCI loans were offset by the remaining discount related to the acquired pool. As a result of the adoption of ASU 2016-13, PCI loans transitioned to a classification of PCD. Measurement of any allowance for loan losses on PCD loans is no longer offset by the remaining discount.

At January 1, 2020, the Company adopted ASU 2016-13, which replaced the previous incurred loss methodology for measuring the allowance for credit losses with a lifetime expected loss methodology. At adoption, the allowance for credit losses related to loans and lending agreements increased approximately $47.3 million, including an increase of approximately $33.2 million recorded to the allowance for unfunded commitment losses within accrued interest and other liabilities on the Company's Consolidated Statements of Condition, with an offsetting amount recorded directly to retained earnings, net of taxes. The remaining $14.2 million cumulative effect adjustment was recorded to the allowance for loan losses, presented separately on the Company's Consolidated Statements of Condition. Of the amount recorded to the allowance for loan losses, $11.0 million related to PCD loans with such offsetting amount added directly to the carrying balance of the loans and the remaining $3.2 million not related to PCD loans recorded directly to retained earnings, net of taxes, on the Company's Consolidated Statements of Condition.

For the three months ended March 31, 2021 and 2020, the Company recognized approximately $(45.4) million and $53.0 million of provision for credit losses, respectively, related to loans and lending agreements,agreements. The decreased provision was primarily as athe result of changing economicimprovements in the forecasted macroeconomic conditions created by the COVID-19 pandemic, and the resulting impact on the Company's macro-economicmacroeconomic forecasts of key model inputs (Baa(most notably, Commercial Real Estate Price Index and Baa corporate credit spreads, Commercial Real-Estate Price Index, gross domestic product, Dow Jones Total Stock Market Index). Such macro-economic forecast assumes anspreads) as well as improvements in characteristics of the Company's loan portfolios. While uncertainties remain regarding expected economic recovery, in 2021. The Company also considered certain qualitative factors, including its low exposure to industries with highest risk factors andmacroeconomic forecasts as of March 31, 2021 assume that the impact of government-sponsored stimulus programs.those uncertainties is less severe compared to that assumed at December 31, 2020. Other key drivers of provision for credit losses in these portfolios include, but are not limited to, net new loan growth and loan risk rating migration. Net charge-offcharge-offs in the first quarter of 2020three month period ending March 31, 2021, totaled $5.3$13.3 million.

Held-to-maturity debt securities

At January 1, 2020, the Company established an allowance for credit losses on its held-to-maturity debt securities totaling approximately $74,000,$74,000, which is presented as a reduction to the amortized cost basis of held-to-maturity securities on the Company's Consolidated Statements of Condition. Such adjustment was recorded directly to the Company's retained earnings, net of taxes. For the three monthsmonth period ended March 31, 2020,2021, the Company recognized an approximately $4,000 credit to$39,000 of provision for credit losses related to held-to-maturity securities.


TDRs

At March 31, 2020,2021, the Company had $83.6$56.6 million in loans modified in TDRs. The $83.6$56.6 million in TDRs represents 263273 credits in which economic concessions were granted to certain borrowers to better align the terms of their loans with their current ability to pay.

The Company’s approach to restructuring loans is built on its credit risk rating system, which requires credit management personnel to assign a credit risk rating to each loan. In each case, the loan officer is responsible for recommending a credit risk rating for each loan and ensuring the credit risk ratings are appropriate. These credit risk ratings are then reviewed and approved by the

bank’s chief credit officer and/or concurrence credit officer. Credit risk ratings are determined by evaluating a number of factors, including a borrower’s financial strength, cash flow coverage, collateral protection and guarantees. The Company’s
21
Table of Contents
credit risk rating scale is one through ten with higher scores indicating higher risk. In the case of loans rated six or worse following modification, the Company’s Managed Assets Division evaluates the loan and the credit risk rating and determines that the loan has been restructured to be reasonably assured of repayment and of performance according to the modified terms and is supported by a current, well-documented credit assessment of the borrower’s financial condition and prospects for repayment under the revised terms.

A modification of a loan with an existing credit risk rating of 6 or worse or a modification of any other credit, which will result in a restructured credit risk rating of 6 or worse must be reviewed for possible TDR classification. In that event, ourthe Company’s Managed Assets Division conducts an overall credit and collateral review. A modification of these loansa loan is considered to be a TDR if both (1) the borrower is experiencing financial difficulty and (2) for economic or legal reasons, the bank grants a concession to a borrower that it would not otherwise consider. The modification of a loan where the credit risk rating is 5 or better both before and after such modification is not considered to be a TDR. Based on the Company’s credit risk rating system, it considers that borrowers whose credit risk rating is 5 or better are not experiencing financial difficulties and therefore, are not considered TDRs.

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

TDRs are individually assessed at the time of the modification and on a quarterly basis to measure an allowance for credit loss. The carrying amount of the loan is compared to the expected payments to be received, discounted at the loan's original rate, or for collateral dependent loans, to the fair value of the collateral. Any shortfall is recorded as a reserve. Each TDR was individually assessed at March 31, 20202021 and approximately $7.8$2.5 million of reserve was present and appropriately reserved for through the Company’s reserving methodology in the Company’s allowance for credit losses.

TDRs may arise when, due to financial difficulties experienced by the borrower, the Company obtains through physical possession one or more collateral assets in satisfaction of all or part of an existing credit. Once possession is obtained, the Company reclassifies the appropriate portion of the remaining balance of the credit from loans to OREO, which is included within other assets in the Consolidated Statements of Condition. For any residential real estate property collateralizing a consumer mortgage loan, the Company is considered to possess the related collateral only if legal title is obtained upon completion of foreclosure, or the borrower conveys all interest in the residential real estate property to the Company through completion of a deed in lieu of foreclosure or similar legal agreement. At March 31, 2020,2021, the Company had $1.7$4.0 million of foreclosed residential real estate properties included within OREO. Furthermore, the recorded investment in residential mortgage loans secured by residential real estate properties for which foreclosure proceedings are in process totaled $10.6$13.8 million and $14.2$10.6 million at March 31, 20202021 and 2019,2020, respectively.

The tables below present a summary of the post-modification balance of loans restructured during the three months ended March 31, 20202021 and 2019,2020, respectively, which represent TDRs:
Three months ended March 31, 2021
(Dollars in thousands)
Total (1)(2)
Extension at
Below Market
Terms (2)
Reduction of Interest
Rate (2)
Modification to 
Interest-only
Payments (2)
Forgiveness of Debt(2)
CountBalanceCountBalanceCountBalanceCountBalanceCountBalance
Commercial
Commercial, industrial and other2 $151 2 $151 0 $0 0 $0 0 $0 
Commercial real estate
Non-construction2 237 2 237 1 113 1 113 0 0 
Residential real estate and other16 1,738 16 1,738 9 1,290 0 0 0 0 
Total loans20 $2,126 20 $2,126 10 $1,403 1 $113 0 $0 
22
Table of Contents
Three months ended March 31, 2020
(Dollars in thousands)
 
Total (1)(2)
 
Extension at
Below Market
Terms (2)
 
Reduction of Interest
Rate (2)
 
Modification to 
Interest-only
Payments (2)
 
Forgiveness of Debt(2)
Three months ended March 31, 2020
(Dollars in thousands)
Total (1)(2)
Extension at
Below Market
Terms (2)
Reduction of Interest
Rate (2)
Modification to 
Interest-only
Payments (2)
Forgiveness of Debt(2)
Count Balance Count Balance Count Balance Count Balance Count BalanceCountBalanceCountBalanceCountBalanceCountBalanceCountBalance
Commercial                    Commercial
Commercial, industrial and other 5
 $5,602
 3
 $4,316
 —
 $—
 —
 $—
 1
 $432
Commercial, industrial and other5 $5,602 3 $4,316 0 $0 0 $0 1 $432 
Commercial real estate                    Commercial real estate
Non-construction 13
 16,053
 11
 13,511
 3
 921
 5
 3,463
 —
 —
Non-construction13 16,053 11 13,511 3 921 5 3,463 0 0 
Residential real estate and other 20
 2,142
 12
 1,890
 5
 786
 —
 —
 —
 —
Residential real estate and other20 2,142 12 1,890 5 786 0 0 0 0 
Total loans 38
 $23,797
 26
 $19,717
 8
 $1,707
 5
 $3,463
 1
 $432
Total loans38 $23,797 26 $19,717 8 $1,707 5 $3,463 1 $432 

(1)TDRs may have more than one modification representing a concession. As such, TDRs during the period may be represented in more than one of the categories noted above.
(2)Balances represent the recorded investment in the loan at the time of the restructuring.
Three months ended
March 31, 2019
(Dollars in thousands)
 
Total (1)(2)
 
Extension at
Below Market
Terms (2)
 
Reduction of Interest
Rate (2)
 
Modification to 
Interest-only
Payments (2)
 
Forgiveness of Debt(2)
 Count Balance Count Balance Count Balance Count Balance Count Balance
Commercial                    
Commercial, industrial and other 9
 $18,930
 2
 $508
 —
 $—
 7
 $18,422
 —
 $—
Commercial real estate                    
Non-construction 1
 302
 —
 —
 —
 —
 1
 302
 —
 —
Residential real estate and other 20
 4,486
 20
 4,486
 6
 1,547
 —
 —
 —
 —
Total loans 30
 $23,718
 22
 $4,994
 6
 $1,547
 8
 $18,724
 —
 $—
(1)TDRs may have more than one modification representing a concession. As such, TDRs during the period may be represented in more than one of the categories noted above.
(2)Balances represent the recorded investment in the loan at the time of the restructuring.

During the three months ended March 31, 2020, 382021, 20 loans totaling $23.8$2.1 million were determined to be TDRs, compared to 3038 loans totaling $23.7$23.8 million during the three months ended March 31, 2019.2020. Of these loans extended at below market terms, the weighted average extension had a term of approximately eight110 months during the quarter ended March 31, 20202021 compared to 12eight months for the quarter ended March 31, 2019.2020. Further, the weighted average decrease in the stated interest rate for loans with a reduction of interest rate during the period was approximately 173127 basis points and 211173 basis points during the three months ended March 31, 20202021 and 2019,2020, respectively. Interest-only payment terms were approximately 21six months and three21 months during the three months ended March 31, 20202021 and 2019,2020, respectively. Additionally, 0 principal balances were forgiven during the quarter ended March 31, 2021 and $453,000 of principal balances were forgiven in the first quarter ofended March 31, 2020.

The following table presents a summary of all loans restructured in TDRs during the twelve months ended March 31, 20202021 and 2019,2020, and such loans that were in payment default under the restructured terms during the respective periods below:
(Dollars in thousands)As of March 31, 2020 Three Months Ended March 3,1 2020 As of March 31, 2019 Three Months Ended March 31, 2019
Total (1)(3)
 
Payments in Default  (2)(3)
 
Total (1)(3)
 
Payments in Default  (2)(3)
Count Balance Count Balance Count Balance Count Balance
Commercial               
Commercial, industrial and other20
 $13,013
 8
 $4,836
 17
 $37,801
 3
 $283
Commercial real estate               
Non-construction19
 22,770
 3
 758
 3
 757
 3
 757
Residential real estate and other145
 17,863
 11
 2,510
 74
 13,411
 9
 1,759
Total loans184
 $53,646
 22
 $8,104
 94
 $51,969
 15
 $2,799
(1)Total TDRs represent all loans restructured in TDRs during the previous twelve months from the date indicated.
(2)TDRs considered to be in payment default are over 30 days past-due subsequent to the restructuring.
(3)Balances represent the recorded investment in the loan at the time of the restructuring.

(Dollars in thousands)As of March 31, 2021Three Months Ended
March 31, 2021		As of March 31, 2020Three Months Ended
March 31, 2020
Total (1)(3)
Payments in Default  (2)(3)
Payments in Default  (2)(3)
Payments in Default  (2)(3)
CountBalanceCountBalanceCountBalanceCountBalance
Commercial
Commercial, industrial and other18 $6,910 5 $1,496 20 $13,013 8 $4,836 
Commercial real estate
Non-construction7 3,466 3 3,121 19 22,770 3 758 
Residential real estate and other81 13,825 5 596 145 17,863 11 2,510 
Total loans106 $24,201 13 $5,213 184 $53,646 22 $8,104 
(8)(1)Total TDRs represent all loans restructured in TDRs during the previous twelve months from the date indicated.
(2)TDRs considered to be in payment default are over 30 days past-due subsequent to the restructuring.
(3)Balances represent the recorded investment in the loan at the time of the restructuring.

(7) Goodwill and Other Intangible Assets

A summary of the Company’s goodwill assets by reporting unit is presented in the following table:
(In thousands)December 31,
2020		Goodwill
Acquired		Impairment
Loss		Goodwill AdjustmentsMarch 31,
2021
Community banking$536,396 $0 $0 $0 $536,396 
Specialty finance39,938 0 0 310 40,248 
Wealth management69,373 0 0 0 69,373 
    Total$645,707 $0 $0 $310 $646,017 
(Dollars in thousands)
December 31,
2019
 
Goodwill
Acquired
 
Impairment
Loss
 Goodwill Adjustments March 31,
2020
Community banking$536,396
 $—
 $—
 $—
 $536,396
Specialty finance39,451
 —
 —
 (1,779) 37,672
Wealth management69,373
 —
 —
 —
 69,373
    Total$645,220
 $—
 $—
 $(1,779) $643,441


The specialty finance unit'sunit’s goodwill decreased $1.8 millionincreased $310,000 in the first three months of 20202021 as a result of foreign currency translation adjustments related to the Canadian acquisitions.

23
Table of Contents
The Company assesses each reporting unit’s goodwill for impairment on at least an annual basis and considers potential indicators of impairment at each reporting date between annual goodwill impairment tests. At October 1, 2019,2020, the Company utilized a quantitative approach for its annual goodwill impairment testtests of the banking, specialty finance and wealth management reporting units and determined that no impairment existed at that time. The Company utilized a qualitative

approach as of October 1, 2019 for its annual goodwill impairment test of the community banking reporting unit and determined that it was not more likely than not that an impairment existed at that time. The Company previously performed a quantitative approach for its annual goodwill impairment test of the community banking reporting unit as of June 30, 2017.

At each reporting date between annual goodwill impairment tests, the Company considers potential indicators of impairment. Given the current economic uncertainty and volatility surrounding COVID-19, the Company assessed whether thesuch events and circumstances resulted in it being more likely than not that the fair value of any reporting unit was less than its carrying value. Impairment indicators considered comprisedinclude the condition of the economy and banking industry; government intervention and regulatory updates; the impact of recent events to financial performance and cost factors of the reporting units; performance of the Company’s stock and other relevant events. The Company further considered the amount by which fair value exceeded book value for the specialty finance and wealth management unitseach reporting unit in theits most recent quantitative analysis and sensitivities performed.

At the conclusion of thethis assessment of the specialty finance and wealth managementall reporting units, the Company determined that as of March 31, 20202021, it was more likely than not that the fair value of bothall reporting units exceeded itsthe respective carrying values. For the community banking unit, the Company utilized a quantitative approach asvalue of March 31, 2020 to assess potential goodwill impairment and determined that no impairment existed at that time.such reporting unit.

A summary of intangible assets as of the dates shown and the expected amortization of finite-lived intangible assets as of March 31, 20202021 is as follows:
(In thousands)March 31,
2021		December 31,
2020		March 31,
2020
Community banking segment:
Core deposit intangibles with finite lives:
Gross carrying amount$55,206 $55,206 $55,206 
Accumulated amortization(34,099)(32,680)(28,024)
    Net carrying amount$21,107 $22,526 $27,182 
Trademark with indefinite lives:
Carrying amount5,800 5,800 5,800 
Total net carrying amount$26,907 $28,326 $32,982 
Specialty finance segment:
Customer list intangibles with finite lives:
Gross carrying amount$1,968 $1,966 $1,956 
Accumulated amortization(1,665)(1,644)(1,574)
    Net carrying amount$303 $322 $382 
Wealth management segment:
Customer list and other intangibles with finite lives:
Gross carrying amount$20,430 $20,430 $20,430 
Accumulated amortization(13,605)(13,038)(9,609)
    Net carrying amount$6,825 $7,392 $10,821 
Total intangible assets:
Gross carrying amount$83,404 $83,402 $83,392 
Accumulated amortization(49,369)(47,362)(39,207)
Total intangible assets, net$34,035 $36,040 $44,185 
(Dollars in thousands)March 31,
2020		 December 31,
2019		 March 31,
2019
Community banking segment:     
Core deposit intangibles with finite lives:     
Gross carrying amount$55,206
 $55,206
 $55,447
Accumulated amortization(28,024) (26,326) (31,022)
    Net carrying amount$27,182
 $28,880
 $24,425
Trademark with indefinite lives:     
Carrying amount5,800
 5,800
 5,800
Total net carrying amount$32,982
 $34,680
 $30,225
Specialty finance segment:     
Customer list intangibles with finite lives:     
Gross carrying amount$1,956
 $1,965
 $1,961
Accumulated amortization(1,574) (1,552) (1,468)
    Net carrying amount$382
 $413
 $493
Wealth management segment:     
Customer list and other intangibles with finite lives:     
Gross carrying amount$20,430
 $20,430
 $20,430
Accumulated amortization(9,609) (8,466) (4,582)
    Net carrying amount$10,821
 $11,964
 $15,848
Total intangible assets:     
Gross carrying amount$83,392
 $83,401
 $83,638
Accumulated amortization(39,207) (36,344) (37,072)
Total intangible assets, net$44,185
 $47,057
 $46,566
Estimated amortization
Actual in three months ended March 31, 2021$2,007
Estimated remaining in 20215,685
Estimated—20226,135
Estimated—20234,670
Estimated—20243,263
Estimated—20252,552

Estimated amortization 
Actual in 3 months ended March 31, 2020$2,863
Estimated remaining in 20208,155
Estimated—20217,692
Estimated—20226,135
Estimated—20234,670
Estimated—20243,263



The core deposit intangibles recognized in connection with prior bank acquisitions are amortized over a ten-year period on an accelerated basis. The customer list intangibles recognized in connection with the purchase of life insurance premium finance
24
Table of Contents
assets in 2009 are being amortized over an 18-year period on an accelerated basis. The customer list and other intangibles recognized in connection with prior acquisitions within the wealth management segment are being amortized over a period of up to ten years on a straight-line basis. Indefinite-lived intangible assets consist of certain trade and domain names recognized in connection with the acquisition of Veterans First acquisition.Mortgage in 2018. As indefinite-lived intangible assets are not amortized, the Company assesses impairment on at least an annual basis.

Total amortization expense associated with finite-lived intangibles totaled approximately $2.9$2.0 million and $2.9 million for the three months ended March 31, 20202021 and 2019,2020, respectively.

(9)(8) Mortgage Servicing Rights (“MSRs”)

The following is a summary of the changes in the carrying value of MSRs, accounted for at fair value, for the periods indicated:
Three Months Ended
March 31,March 31,
(In thousands)20212020
Balance at beginning of the period$92,081 $85,638 
Additions from loans sold with servicing retained24,616 9,447 
Estimate of changes in fair value due to:
Early buyout options (“EBO”) exercised(258)0 
Payoffs and paydowns(10,168)(7,024)
Changes in valuation inputs or assumptions18,045 (14,557)
Fair value at end of the period$124,316 $73,504 
Unpaid principal balance of mortgage loans serviced for others$11,530,676 $8,314,634 
  Three Months Ended
  March 31, March 31,
(In thousands) 2020 2019
Balance at beginning of the period $85,638
 $75,183
Additions from loans sold with servicing retained 9,447
 6,580
Estimate of changes in fair value due to:    
Payoffs and paydowns (7,024) (1,997)
Changes in valuation inputs or assumptions (14,557) (8,744)
Fair value at end of the period $73,504
 $71,022
Unpaid principal balance of mortgage loans serviced for others $8,314,634
 $7,014,269

The Company recognizes MSR assets upon the sale of residential real estate loans to external third parties when it retains the obligation to service the loans and the servicing fee is more than adequate compensation. The initial recognition of MSR assets from loans sold with servicing retained and subsequent changes in fair value of all MSRs are recognized in mortgage banking revenue. MSRs are subject to changes in value from actual and expected prepayment of the underlying loans.

The estimation of fair value related to MSRs is partly impacted by the Company exercising its EBO on eligible loans previously sold to the Government National Mortgage Association (“GNMA”). Under such optional repurchase program, financial institutions acting as servicers are allowed to buy back from the securitized loan pool individual delinquent mortgage loans meeting certain criteria for which the institution was the original transferor of such loans. At the option of the servicer and without prior authorization from GNMA, the servicer may repurchase such delinquent loans for an amount equal to the remaining principal balance of the loan. At the time of such repurchase, any MSR value related to such loans is derecognized.

Starting in 2019, the Company periodically purchased options for the right to purchase securities not currently held within the banks'banks’ investment portfolios and entered into interest rate swaps in which the Company elected to not designate such derivatives as hedging instruments. These option and swap transactions arewere designed primarily to economically hedge a portion of the fair value adjustments related to MSRs. The Company did not specifically hedgeDuring the value of its MSRs during the firstsecond quarter of 2019.2020, the Company terminated these interest rate swaps. There were no such options or interest rate swaps outstanding as of March 31, 2021. For more information regarding thethese hedges, in 2020, see Note 1514 - Derivative Financial Instruments in Item 1 of this report.

The MSR asset fair value is determined by using a discounted cash flow model that incorporates the objective characteristics of the portfolio as well as subjective valuation parameters that purchasers of servicing would apply to such portfolios sold into the secondary market. The subjective factors include loan prepayment speeds, discount rates, servicing costs and other economic factors. The Company uses a third party to assist in the valuation of MSRs.


25
Table of Contents
(10)(9) Deposits

The following table is a summary of deposits as of the dates shown: 
(Dollars in thousands)March 31,
2021		December 31,
2020		March 31,
2020
Balance:
Non-interest-bearing$12,297,337 $11,748,455 $7,556,755 
NOW and interest-bearing demand deposits3,562,312 3,349,021 3,181,159 
Wealth management deposits4,274,527 4,138,712 3,936,968 
Money market9,236,434 9,348,806 8,114,659 
Savings3,690,892 3,531,029 3,282,340 
Time certificates of deposit4,811,150 4,976,628 5,389,779 
Total deposits$37,872,652 $37,092,651 $31,461,660 
Mix:
Non-interest-bearing32 %32 %24 %
NOW and interest-bearing demand deposits9 9 10 
Wealth management deposits11 11 13 
Money market25 25 26 
Savings10 10 10 
Time certificates of deposit13 13 17 
Total deposits100 %100 %100 %
(Dollars in thousands)March 31,
2020		 December 31,
2019		 March 31,
2019
Balance:     
Non-interest bearing$7,556,755
 $7,216,758
 $6,353,456
NOW and interest bearing demand deposits3,181,159
 3,093,159
 2,948,576
Wealth management deposits3,936,968
 3,123,063
 3,328,781
Money market8,114,659
 7,854,189
 6,093,596
Savings3,282,340
 3,196,698
 2,729,626
Time certificates of deposit5,389,779
 5,623,271
 5,350,707
Total deposits$31,461,660
 $30,107,138
 $26,804,742
Mix:     
Non-interest bearing24% 24% 24%
NOW and interest bearing demand deposits10
 10
 11
Wealth management deposits13
 10
 12
Money market26
 26
 23
Savings10
 11
 10
Time certificates of deposit17
 19
 20
Total deposits100% 100% 100%


Wealth management deposits represent deposit balances (primarily money market accounts) at the Company’s subsidiary banks from brokerage customers of Wintrust Investments, LLC ("(“Wintrust Investments"Investments”), CDEC,Chicago Deferred Exchange Company (“CDEC”), trust and asset management customers of the Company and brokerage customers from unaffiliated companies.

(11)(10) FHLB Advances, Other Borrowings and Subordinated Notes

The following table is a summary of FHLB advances, other borrowings and subordinated notes as of the dates shown:
(In thousands)March 31,
2021		December 31,
2020		March 31,
2020
FHLB advances$1,228,436 $1,228,429 $1,174,894 
Other borrowings:
Notes payable96,363 101,710 167,746 
Short-term borrowings12,416 11,366 12,127 
Other64,659 65,108 66,266 
Secured borrowings343,439 340,744 241,364 
Total other borrowings516,877 518,928 487,503 
Subordinated notes436,595 436,506 436,179 
Total FHLB advances, other borrowings and subordinated notes$2,181,908 $2,183,863 $2,098,576 
(In thousands)March 31,
2020		 December 31,
2019		 March 31,
2019
FHLB advances$1,174,894
 $674,870
 $576,353
Other borrowings:     
Notes payable167,746
 123,090
 139,119
Short-term borrowings12,127
 20,520
 16,212
Other66,266
 46,447
 47,394
Secured borrowings241,364
 228,117
 169,469
Total other borrowings487,503
 418,174
 372,194
Subordinated notes436,179
 436,095
 139,235
Total FHLB advances, other borrowings and subordinated notes$2,098,576
 $1,529,139
 $1,087,782


FHLB Advances

FHLB advances consist of obligations of the banks and are collateralized by qualifying commercial and residential real estate and home equity loans and certain securities. FHLB advances are stated at par value of the debt adjusted for unamortized prepayment fees paid at the time of prior restructurings of FHLB advances, and unamortized fair value adjustments recorded in connection with advances acquired through acquisitions and debt issuance costs.

Notes Payable

On September 18, 2018, the Company established a $150.0 million term facility ("Term Facility"), which is part of a $200.0 million loan agreement ("Credit Agreement") with unaffiliated banks. The Credit Agreement consists of the Term Facility with
26
Table of Contents
an original outstanding balance of $150.0 million and a $50.0 million revolving credit facility ("Revolving Credit Facility"). At March 31,

2020, 2021, the Company had a notes payable balance of $117.7$96.4 million under the Term Facility. The Term Facility is stated at par of the current outstanding balance of the debt adjusted for unamortized costs paid by the Company in relation to the debt issuance. The Company was contractually required to borrow the entire amount of the Term Facility on September 18, 2018 and all such borrowings must be repaid by September 18, 2023. Beginning December 31, 2018, the Company is required to make quarterly payments of principal plus interest on the Term Facility. At March 31, 2020,2021, the Company had a $50.0 million0 outstanding balance under the Revolving Credit Facility. Unamortized costs paid by the Company in relation to the issuance of the Revolving Credit Facility are classified in other assets on the Consolidated Statements of Condition.
An amendment to the Credit Agreement was executed on and effective as of September 15, 2020. The amendment provided for, among other things, extension of the maturity date under the Revolving Credit Facility to September 14, 2021, revision of certain financial covenants; and the addition of a mechanism to replace LIBOR with an alternate benchmark rate.

Borrowings under the amended Credit Agreement that are considered “Base Rate Loans” bear interest at a rate equal to the sum of (1) 5060 basis points (in the case of a borrowing under the Revolving Credit Facility) or 75 basis points (in the case of a borrowing under the Term Facility) plus (2) the highest of (a) the federal funds rate plus 50 basis points, (b) the lender's prime rate, or (c) the Eurodollar Rate (as defined below) that would be applicable for an interest period of one month plus 100 basis points. Borrowings under the agreement that are considered “Eurodollar Rate Loans” bear interest at a rate equal to the sum of (1) 125135 basis points (in the case of a borrowing under the Revolving Credit Facility) or 125 basis points (in the case of a borrowing under the Term Facility) plus (2) the LIBOR rate for the applicable period, as adjusted for statutory reserve requirements for eurocurrency liabilities (the “Eurodollar Rate”). A commitment fee is payable quarterly equal to 0.20%0.30% of the actual daily amount by which the lenders' commitment under the Revolving Credit Facility exceeded the amount outstanding under such facility.

Borrowings under the amended Credit Agreement are secured by pledges of and first priority perfected security interests in the Company's equity interest in its bank subsidiaries and contain several restrictive covenants, including the maintenance of various capital adequacy levels, asset quality and profitability ratios, and certain restrictions on dividends and other indebtedness. In September 2020, the required levels to maintain for certain restrictive covenants within the Credit Agreement were amended. At March 31, 2020,2021, the Company was in compliance with all such covenants. The Revolving Credit Facility and the Term Facility are available to be utilized, as needed, to provide capital to fund continued growth at the Company’s banks and to serve as an interim source of funds for acquisitions, common stock repurchases or other general corporate purposes.

Short-term Borrowings

Short-term borrowings include securities sold under repurchase agreements and federal funds purchased. These borrowings totaled $12.4 million at March 31, 2021 compared to $11.4 million at December 31, 2020 and $12.1 million at March 31, 2020 compared to $20.5 million at December 31, 2019 and $16.2 million at March 31, 2019.2020. At March 31, 2020,2021, December 31, 20192020 and March 31, 2019,2020, securities sold under repurchase agreements represent $12.1$12.4 million, $20.5$11.4 million and $16.2$12.1 million, respectively, of customer sweep accounts in connection with master repurchase agreements at the banks. The Company records securities sold under repurchase agreements at their gross value and does not offset positions on the Consolidated Statements of Condition. As of March 31, 2020,2021, the Company had pledged securities related to its customer balances in sweep accounts of $31.2$20.6 million. Securities pledged for customer balances in sweep accounts and short-term borrowings from brokers are maintained under the Company’s control and consist of U.S. Government agency and mortgage-backed securities. These securities are included in the available-for-sale and held-to-maturity securities portfoliosportfolio as reflected on the Company’s Consolidated Statements of Condition.

The following is a summary of these securities pledged as of March 31, 20202021 disaggregated by investment category and maturity of the related customer sweep account, and reconciled to the outstanding balance of securities sold under repurchase agreements:
(In thousands)Overnight Sweep Collateral
Available-for-sale securities pledged
Mortgage-backed securities$20,580
Total collateral pledged20,580
Excess collateral8,164
Securities sold under repurchase agreements$12,416
(In thousands) Overnight Sweep Collateral
Available-for-sale securities pledged  
Mortgage-backed securities $8,109
Collateralized mortgage obligations 2,481
Held-to-maturity securities pledged  
U.S. Government agencies 20,572
Total collateral pledged $31,162
Excess collateral 19,035
Securities sold under repurchase agreements $12,127


27
Table of Contents
Other Borrowings

Other borrowings at March 31, 20202021 represent a fixed-rate promissory note issued by the Company in June 2017 and amended in March 2020 ("Fixed-Rate Promissory Note") related to and secured by 3 office buildings owned by the Company. At March 31, 2020,2021, the Fixed-Rate Promissory Note had a balance of $66.3$64.7 million compared to $46.4$65.1 million at December 31, 20192020 and $47.4

$66.3 million at March 31, 2019.2020. Under the Fixed-Rate Promissory Note, during the three months ended March 31, 2020, the Company made monthly principal payments and paid interest at a fixed rate of 3.36%. The Fixed-Rate Promissory Note contains several restrictive covenants, including the maintenance of various capital adequacy levels, asset quality and profitability ratios, and certain restrictions on dividends and indebtedness. At March 31, 2020, the Company was in compliance with all such covenants. An amendment to the Fixed-Rate Promissory Note was executed on and effective as of March 31, 2020. The amendment increased the principal amount to $66.4 million, reduced the interest rate to 3.00% and extended the maturity date to March 31, 2025. The Fixed-Rate Promissory Note contains several restrictive covenants, including the maintenance of various capital adequacy levels, asset quality and profitability ratios, and certain restrictions on dividends and indebtedness. At March 31, 2021, the Company was in compliance with all such covenants.

Secured Borrowings

Secured borrowings at March 31, 20202021 primarily represents transactions to sell an undivided co-ownership interest in all receivables owed to the Company's subsidiary, First Insurance Funding of Canada ("FIFC Canada"). In December 2014, FIFC Canada sold such interest to an unrelated third party in exchange for a cash payment of approximately C$150 million pursuant to a receivables purchase agreement (“Receivables Purchase Agreement”). The Receivables Purchase Agreement was amended in December 2015, effectively extending the maturity date from December 15, 2015 to December 15, 2017. Additionally, at that time, the unrelated third party paid an additional C$10 million, which increased the total payments to C$160 million. The Receivables Purchase Agreement was again amended in December 2017, effectively extending the maturity date from December 15, 2017 to December 16, 2019. Additionally, in December 2017, the unrelated third party paid an additional C$10 million, which increased the total payments to C$170 million. In June 2018, the unrelated third party paid an additional C$20 million, which increased the total payments to C$190 million. The Receivables Purchase Agreement was again amended in February 2019, effectively extending the maturity date from December 16, 2019 to December 15, 2020. Additionally, in February 2019, the unrelated third party paid an additional C$20 million, which increased the total payments to C$210 million. In May 2019, the unrelated third party paid an additional C$70 million, which increased the total payments to C$280 million. In January 2020, the unrelated third party paid an additional C$40 million, which increased the total payments to C$320 million, and the Receivables Purchase Agreement was amended to effectively extend the maturity date from December 15, 2020 to December 15, 2021. In May 2020, the unrelated third party paid an additional C$100 million, which increased the total payments to C$420 million. In January 2021, the Receivables Purchase Agreement was amended to effectively extend the maturity date from December 15, 2021 to December 15, 2022. These transactions were not considered sales of receivables and, as such, related proceeds received are reflected on the Company’s Consolidated Statements of Condition as a secured borrowing owed to the unrelated third party, net of unamortized debt issuance costs, and translated to the Company’s reporting currency as of the respective date. At March 31, 2020,2021, the translated balance of the secured borrowing totaled $227.4$334.1 million compared to $215.5$329.9 million at December 31, 20192020 and $157.2$227.4 million at March 31, 2019.2020. Additionally, the interest rate under the Receivables Purchase Agreement at March 31, 20202021 was 2.5544%1.1015%. The remaining $14.0$9.4 million within secured borrowings at March 31, 20202021 represents other sold interests in certain loans by the Company that were not considered sales and, as such, related proceeds received are reflected on the Company’s Consolidated Statements of Condition as a secured borrowing owed to the various unrelated third parties.

Subordinated Notes

At March 31, 2020,2021, the Company had outstanding subordinated notes totaling $436.2$436.6 million compared to $436.1$436.5 million and $139.2$436.2 million outstanding at December 31, 20192020 and March 31, 2019,2020, respectively. During the second quarter of 2019, the Company issued $300.0 million of subordinated notes, receiving $296.7 million in net proceeds. The subordinated notes have a stated interest rate of 4.85% and mature in June 2029. In 2014, the Company issued $140.0 million of subordinated notes receiving $139.1 million in net proceeds. TheseThe subordinated notes have a stated interest rate of 5.00% and mature in June 2024. Subordinated notes are stated at par adjusted for unamortized issuance costs paid related to such debt.

(12)(11) Junior Subordinated Debentures

As of March 31, 2020,2021, the Company owned 100% of the common securities of 11 trusts, Wintrust Capital Trust III, Wintrust Statutory Trust IV, Wintrust Statutory Trust V, Wintrust Capital Trust VII, Wintrust Capital Trust VIII, Wintrust Capital Trust IX, Northview Capital Trust I, Town Bankshares Capital Trust I, First Northwest Capital Trust I, Suburban Illinois Capital Trust II, and Community Financial Shares Statutory Trust II (the “Trusts”) set up to provide long-term financing. The Northview, Town, First Northwest, Suburban, and Community Financial Shares capital trusts were acquired as part of the acquisitions of Northview Financial Corporation, Town Bankshares, Ltd., First Northwest Bancorp, Inc., Suburban
28
Table of Contents
Illinois Bancorp, Inc. and CFIS,Community Financial Shares, Inc., respectively. The Trusts were formed for purposes of issuing trust preferred securities to third-party investors and investing the proceeds from the issuance of the trust preferred securities and common securities solely in junior subordinated debentures issued by the Company (or assumed by the Company in connection with an acquisition), with the same maturities and interest rates as the trust preferred securities. The junior subordinated debentures are the sole assets of the Trusts. In each Trust, the common securities represent approximately 3% of the junior subordinated debentures and the trust preferred securities represent approximately 97% of the junior subordinated debentures.


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

The following table provides a summary of the Company’s junior subordinated debentures as of March 31, 2020.2021. The junior subordinated debentures represent the par value of the obligations owed to the Trusts.
(Dollars in thousands)Common
Securities		Trust 
Preferred
Securities		Junior
Subordinated
Debentures		Rate
Structure		Contractual rate
at 3/31/2021		Issue
Date		Maturity
Date		Earliest
Redemption
Date
Wintrust Capital Trust III$774 $25,000 $25,774 L+3.253.49 %04/200304/203304/2008
Wintrust Statutory Trust IV619 20,000 20,619 L+2.803.00 %12/200312/203312/2008
Wintrust Statutory Trust V1,238 40,000 41,238 L+2.602.80 %05/200405/203406/2009
Wintrust Capital Trust VII1,550 50,000 51,550 L+1.952.13 %12/200403/203503/2010
Wintrust Capital Trust VIII1,238 25,000 26,238 L+1.451.65 %08/200509/203509/2010
Wintrust Capital Trust IX1,547 50,000 51,547 L+1.631.81 %09/200609/203609/2011
Northview Capital Trust I186 6,000 6,186 L+3.003.21 %08/200311/203308/2008
Town Bankshares Capital Trust I186 6,000 6,186 L+3.003.21 %08/200311/203308/2008
First Northwest Capital Trust I155 5,000 5,155 L+3.003.20 %05/200405/203405/2009
Suburban Illinois Capital Trust II464 15,000 15,464 L+1.751.93 %12/200612/203612/2011
Community Financial Shares Statutory Trust II109 3,500 3,609 L+1.621.80 %06/200709/203706/2012
Total$253,566 2.39 %
(Dollars in thousands)
Common
Securities
 
Trust 
Preferred
Securities
 
Junior
Subordinated
Debentures
 
Rate
Structure
 
Contractual rate
at 3/31/2020
 
Issue
Date
 
Maturity
Date
 
Earliest
Redemption
Date
Wintrust Capital Trust III$774
 $25,000
 $25,774
 L+3.25 5.08% 04/2003 04/2033 04/2008
Wintrust Statutory Trust IV619
 20,000
 20,619
 L+2.80 4.25% 12/2003 12/2033 12/2008
Wintrust Statutory Trust V1,238
 40,000
 41,238
 L+2.60 4.05% 05/2004 05/2034 06/2009
Wintrust Capital Trust VII1,550
 50,000
 51,550
 L+1.95 2.69% 12/2004 03/2035 03/2010
Wintrust Capital Trust VIII1,238
 25,000
 26,238
 L+1.45 2.90% 08/2005 09/2035 09/2010
Wintrust Capital Trust IX1,547
 50,000
 51,547
 L+1.63 2.37% 09/2006 09/2036 09/2011
Northview Capital Trust I186
 6,000
 6,186
 L+3.00 4.76% 08/2003 11/2033 08/2008
Town Bankshares Capital Trust I186
 6,000
 6,186
 L+3.00 4.76% 08/2003 11/2033 08/2008
First Northwest Capital Trust I155
 5,000
 5,155
 L+3.00 4.45% 05/2004 05/2034 05/2009
Suburban Illinois Capital Trust II464
 15,000
 15,464
 L+1.75 2.49% 12/2006 12/2036 12/2011
Community Financial Shares Statutory Trust II109
 3,500
 3,609
 L+1.62 2.36% 06/2007 09/2037 06/2012
Total    $253,566
 
 3.36%      


The junior subordinated debentures totaled $253.6 million at March 31, 2020,2021, December 31, 20192020 and March 31, 2019.2020.

The interest rates on the variable rate junior subordinated debentures are based on the three-month LIBOR rate and reset on a quarterly basis. At March 31, 2020,2021, the weighted average contractual interest rate on the junior subordinated debentures was 3.36%2.39%. The Company entered into interest rate swaps with an aggregate notional value of $210.0 million to hedge the variable cash flows on certain junior subordinated debentures. The hedge-adjusted contractual interest rate on the junior subordinated debentures as of March 31, 2020,2021, was 4.31%3.98%. Distributions on the common and preferred securities issued by the Trusts are payable quarterly at a rate per annum equal to the interest rates being earned by the Trusts on the junior subordinated debentures. Interest expense on the junior subordinated debentures is deductible for income tax purposes.

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

At March 31, 2020,2021, the Company included $245.5 million of the junior subordinated debentures, net of common securities, in Tier 2 regulatory capital.


29
Table of Contents
(13)(12) Revenue from Contracts with Customers

Disaggregation of Revenue

The following table presents revenue from contracts with customers, disaggregated by the revenue source:
(Dollars in thousands)Three Months Ended
Revenue from contracts with customersLocation in income statementMarch 31,
2021		March 31,
2020
Brokerage and insurance product commissionsWealth management$5,040 $5,281 
TrustWealth management5,017 5,291 
Asset managementWealth management19,252 15,369 
Total wealth management29,309 25,941 
Mortgage broker feesMortgage banking76 53 
Service charges on deposit accountsService charges on deposit accounts12,036 11,265 
Administrative servicesOther non-interest income1,256 1,112 
Card related feesOther non-interest income1,774 2,106 
Other deposit related feesOther non-interest income3,317 3,178 
Total revenue from contracts with customers$47,768 $43,655 
(Dollars in thousands)  Three Months Ended
Revenue from contracts with customers Location in income statementMarch 31,
2020		 March 31,
2019
Brokerage and insurance product commissions Wealth management$5,281
 $4,516
Trust Wealth management5,291
 5,327
Asset management Wealth management15,369
 14,134
Total wealth management  25,941
 23,977
Mortgage broker fees Mortgage banking53
 182
Service charges on deposit accounts Service charges on deposit accounts11,265
 8,848
Administrative services Other non-interest income1,112
 1,030
Card related fees Other non-interest income2,106
 2,556
Other deposit related fees Other non-interest income3,178
 2,789
Total revenue from contracts with customers  $43,655
 $39,382


Wealth Management Revenue

Wealth management revenue is comprised of brokerage and insurance product commissions, managed money fees and trust and asset management revenue of the Company's 4 wealth management subsidiaries: Wintrust Investments, Great Lakes Advisors, LLC ("GLA"), The Chicago Trust Company, N.A. ("CTC") and CDEC. All wealth management revenue is recognized in the wealth management segment.

Brokerage and insurance product commissions consists primarily of commissions earned from trade execution services on behalf of customers and from selling mutual funds, insurance and other investment products to customers. For trade execution services, the Company recognizes commissions and receives payment from the brokerage customers at the point of transaction execution. Commissions received from the investment or insurance product providers are recognized at the point of sale of the product. The Company also receives trail and other commissions from providers for certain plans. These are generally based on qualifying account values and are recognized once the performance obligation, specific to each provider, is satisfied on a monthly, quarterly or annual basis.

Trust revenue is earned primarily from trust and custody services that are generally performed over time as well as fees earned on funds held during the facilitation of tax-deferred like-kind exchange transactions. Revenue is determined periodically based on a schedule of fees applied to the value of each customer account using a time-elapsed method to measure progress toward complete satisfaction of the performance obligation. Fees are typically billed on a calendar month or quarter basis in advance or in arrears depending upon the contract. Upfront fees received related to the facilitation of tax-deferred like-kind exchange transactions are deferred until the transaction is completed. Additional fees earned for certain extraordinary services performed on behalf of the customers are recognized when the service has been performed.
Asset management revenue is earned from money management and advisory services that are performed over time. Revenue is based primarily on the market value of assets under management or administration using a time-elapsed method to measure progress toward complete satisfaction of the performance obligation. Fees are typically billed on a calendar month or quarter basis in advance or in arrears depending upon the contract. Certain programs provide the customer with an option of paying fees as a percentage of the account value or incurring commission charges for each trade similar to brokerage and insurance product commissions. Trade commissions and any other fees received for additional services are recognized at a point in time once the performance obligation is satisfied.

30
Table of Contents
Mortgage Broker Fees

For customers desiring a mortgage product not currently offered by the Company, the Company may refer such customers and, with permission, direct such customers' applications to certain third party mortgage brokers. Mortgage broker fees are received from these brokers for such customer referrals upon settlement of the underlying mortgage. The Company's entitlement to the

consideration is contingent on the settlement of the mortgage which is highly susceptible to factors outside of the Company's influence, such as third party broker's underwriting requirements. Also, the uncertainty surrounding the consideration could be resolved in varying lengths of time, dependent upon the third party brokers. Therefore, mortgage broker fees are recognized at the settlement of the underlying mortgage when the consideration is received. Broker fees are recognized in the community banking segment.

Service Charges on Deposit Accounts

Service charges on deposit accounts include fees charged to deposit customers for various services, including account analysis services, and are based on factors such as the size and type of customer, type of product and number of transactions. The fees are based on a standard schedule of fees and, depending on the nature of the service performed, the service is performed at a point in time or over a period of a month. When the service is performed at a point in time, the Company recognizes and receives revenue when the service has been performed. When the service is performed over a period of a month, the Company recognizes and receives revenue in the month the service has been performed. Service charges on deposit accounts are recognized in the community banking segment.

Administrative Services

Administrative services revenue is earned from providing outsourced administrative services, such as data processing of payrolls, billing and cash management services, to temporary staffing service clients located throughout the United States. Fees are charged periodically (typically a payroll cycle) and computed in accordance with the contractually determined rate applied to the total gross billings administered for the period. The revenue is recognized over the period using a time-elapsed method to measure progress toward complete satisfaction of the performance obligation. Other fees are charged on a per occurrence basis as the service is provided in the billing cycle. The Company has certain contracts with customers to perform outsourced administrative services and short-term accounts receivable financing. For these contracts, the total fee is allocated between the administrative services revenue and interest income during the client onboarding process based on the specific client and services provided. Administrative services revenue is recognized in the specialty finance segment.

Card and Other Deposit Related Fees

Card related fees include interchange and merchant revenue, and fees related to debit and credit cards. Interchange revenue is related to the Company issued debit cards. Other deposit related fees primarily include pay by phone processing fees, ATM and safe deposit box fees, check order charges and foreign currency related fees. Card and deposit related fees are generally based on volume of transactions and are recognized at the point in time when the service has been performed. For any consideration that is constrained, the revenue is recognized once the uncertainty is known. Upfront fees received from certain contracts are recognized on a straight line basis over the term of the contract. Card and deposit related fees are recognized in the community banking segment.

31
Table of Contents
Contract Balances

The following table provides information about contract assets, contract liabilities and receivables from contracts with customers:
(Dollars in thousands)March 31,
2021		December 31,
2020		March 31,
2020
Contract assets$0 $0 $0 
Contract liabilities$1,818 $1,548 $728 
Mortgage broker fees receivable$31 $20 $11 
Administrative services receivable215 64 214 
Wealth management receivable11,315 10,144 8,218 
Card related fees receivable1,075 783 422 
Total receivables from contracts with customer$12,636 $11,011 $8,865 
(Dollars in thousands)March 31,
2020		 December 31,
2019		 March 31,
2019
Contract assets$—
 $—
 $—
      
Contract liabilities$728
 $1,356
 $1,639
      
Mortgage broker fees receivable$11
 $19
 $34
Administrative services receivable214
 194
 147
Wealth management receivable8,218
 9,118
 10,397
Card related fees receivable422
 266
 385
Total receivables from contracts with customer$8,865
 $9,597
 $10,963


Contract liabilities represent upfront fees that the Company received at inception of certain contracts. The revenue recognized that was included in the contract liability balance at beginning of the period totaled $628,000$414,000 and $92,000$628,000 for the three months ended March 31, 20202021 and 2019,2020, respectively. Receivables are recognized in the period the Company provides services and when the

Company's right to consideration is unconditional. Card related fee receivable is the result of volume based fee that the Company receives from a customer on an annual basis in the second quarter of each year. Payment terms on other invoiced amounts are typically 30 days or less. Contract liabilities and receivables from contracts with customers are included within the accrued interest payable and other liabilities and accrued interest receivable and other assets line items, respectively, in the Consolidated Statements of Condition.

Transaction price allocated to the remaining performance obligations

For contracts with an original expected length of more than one year, the following table presents the estimated future timing of recognition of upfront fees related to card and deposit related fees. These upfront fees represent performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period.

(Dollars in thousands) 
Estimated remaining in 2020$129
Estimated—2021303
Estimated—2022153
Estimated—2023143
Estimated—2024—
Total$728

(Dollars in thousands)
Estimated remaining in 2021$668
Estimated—2022400
Estimated—2023400
Estimated—2024250
Estimated—2025100
Total$1,818

Practical Expedients and Exemptions

The Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised service to a customer and when the customer pays for that service is one year or less.

The Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less.

32
Table of Contents
(14)(13) Segment Information

The Company’s operations consist of 3 primary segments: community banking, specialty finance and wealth management.

The 3 reportable segments are strategic business units that are separately managed as they offer different products and services and have different marketing strategies. In addition, each segment’s customer base has varying characteristics and each segment has a different regulatory environment. While the Company’s management monitors each of the 15 bank subsidiaries’ operations and profitability separately, these subsidiaries have been aggregated into 1 reportable operating segment due to the similarities in products and services, customer base, operations, profitability measures, and economic characteristics.

For purposes of internal segment profitability, management allocates certain intersegment and parent company balances. Management allocates a portion of revenues to the specialty finance segment related to loans and leases originated by the specialty finance segment and sold or assigned to the community banking segment. Similarly, for purposes of analyzing the contribution from the wealth management segment, management allocates a portion of the net interest income earned by the community banking segment on deposit balances of customers of the wealth management segment to the wealth management segment. See Note 109 — Deposits, for more information on these deposits. Finally, expenses incurred at the Wintrust parent company are allocated to each segment based on each segment's risk-weighted assets.

The segment financial information provided in the following tablestable has been derived from the internal profitability reporting system used by management to monitor and manage the financial performance of the Company. The accounting policies of the segments are substantially similar to those described in “Summary of Significant Accounting Policies” in Note 1 of the Company’s 20192020 Form 10-K. The Company evaluates segment performance based on after-tax profit or loss and other appropriate profitability measures common to each segment.

33
Table of Contents
The following is a summary of certain operating information for reportable segments:
Three months ended$ Change in
Contribution		% Change  in
Contribution
(Dollars in thousands)March 31,
2021		March 31,
2020
Net interest income:
Community Banking$203,489 $206,835 $(3,346)(2)%
Specialty Finance44,899 40,712 4,187 10 
Wealth Management7,449 7,792 (343)(4)
Total Operating Segments255,837 255,339 498 0 
Intersegment Eliminations6,058 6,104 (46)(1)
Consolidated net interest income$261,895 $261,443 $452 0 %
Provision for credit losses:
Community Banking$(46,572)$51,677 $(98,249)(190)%
Specialty Finance1,225 1,284 (59)(5)
Wealth Management0 0 0 0 
Total Operating Segments(45,347)52,961 (98,308)(186)
Intersegment Eliminations0 0 0 0 
Consolidated provision for credit losses$(45,347)$52,961 $(98,308)(186)%
Non-interest income:
Community Banking$147,268 $81,003 $66,265 82 %
Specialty Finance23,109 21,308 1,801 8 
Wealth Management30,251 24,130 6,121 25 
Total Operating Segments200,628 126,441 74,187 59 
Intersegment Eliminations(14,122)(13,199)(923)7 
Consolidated non-interest income$186,506 $113,242 $73,264 65 %
Net revenue:
Community Banking$350,757 $287,838 $62,919 22 %
Specialty Finance68,008 62,020 5,988 10 
Wealth Management37,700 31,922 5,778 18 
Total Operating Segments456,465 381,780 74,685 20 
Intersegment Eliminations(8,064)(7,095)(969)14 
Consolidated net revenue$448,401 $374,685 $73,716 20 %
Segment profit:
Community Banking$121,801 $34,589 $87,212 252 %
Specialty Finance23,903 22,133 1,770 8 
Wealth Management7,444 6,090 1,354 22 
Consolidated net income$153,148 $62,812 $90,336 144 %
Segment assets:
Community Banking$37,102,603 $31,499,899 $5,602,704 18 %
Specialty Finance7,174,269 6,133,548 1,040,721 17 
Wealth Management1,405,330 1,166,400 238,930 20 
Consolidated total assets$45,682,202 $38,799,847 $6,882,355 18 %
 Three months ended 
$ Change in
Contribution
 
% Change  in
Contribution
(Dollars in thousands)March 31,
2020		 March 31,
2019		 
Net interest income:       
Community Banking$206,835
 $211,424
 $(4,589) (2)%
Specialty Finance40,712
 37,706
 3,006
 8
Wealth Management7,792
 7,502
 290
 4
Total Operating Segments255,339
 256,632
 (1,293) (1)
Intersegment Eliminations6,104
 5,354
 750
 14
Consolidated net interest income$261,443
 $261,986
 $(543) — %
Non-interest income:       
Community Banking$81,003
 $48,267
 $32,736
 68 %
Specialty Finance21,308
 19,606
 1,702
 9
Wealth Management24,130
 25,035
 (905) (4)
Total Operating Segments126,441
 92,908
 33,533
 36
Intersegment Eliminations(13,199) (11,251) (1,948) (17)
Consolidated non-interest income$113,242
 $81,657
 $31,585
 39 %
Net revenue:       
Community Banking$287,838
 $259,691
 $28,147
 11 %
Specialty Finance62,020
 57,312
 4,708
 8
Wealth Management31,922
 32,537
 (615) (2)
Total Operating Segments381,780
 349,540
 32,240
 9
Intersegment Eliminations(7,095) (5,897) (1,198) (20)
Consolidated net revenue$374,685
 $343,643
 $31,042
 9 %
Segment profit:       
Community Banking$34,589
 $60,326
 $(25,737) (43)%
Specialty Finance22,133
 21,848
 285
 1
Wealth Management6,090
 6,972
 (882) (13)
Consolidated net income$62,812
 $89,146
 $(26,334) (30)%
Segment assets:       
Community Banking$31,499,899
 $25,997,025
 $5,502,874
 21 %
Specialty Finance6,133,548
 5,234,210
 899,338
 17
Wealth Management1,166,400
 1,127,386
 39,014
 3
Consolidated total assets$38,799,847
 $32,358,621
 $6,441,226
 20 %


(15)(14) Derivative Financial Instruments

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

The derivative financial instruments currently used by the Company to manage its exposure to interest rate risk include: (1) interest rate swaps and collars to manage the interest rate risk of certain fixed and variable rate assets and variable rate liabilities; (2) interest rate lock commitments provided to customers to fund certain mortgage loans to be sold into the secondary market; (3) forward commitments for the future delivery of such mortgage loans to protect the Company from adverse changes in interest rates and corresponding changes in the value of mortgage loans held-for-sale; (4) covered call options to economically hedge specific investment securities and receive fee income effectively enhancing the overall yield on such securities to compensate for net interest margin compression; and (5) options and swaps to economically hedge a portion of the
34
Table of Contents
fair value adjustments related to the Company's mortgage servicing rights portfolio. The Company also enters into derivatives (typically interest rate swaps) with certain qualified borrowers to facilitate the borrowers’ risk management strategies and concurrently enters into mirror-image derivatives with a third party counterparty, effectively making a market in the derivatives for such borrowers. Additionally, the Company enters into foreign currency contracts to manage foreign exchange risk associated with certain foreign currency denominated assets.


The Company recognizes derivative financial instruments in the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. The Company records derivative assets and derivative liabilities on the Consolidated Statements of Condition within accrued interest receivable and other assets and accrued interest payable and other liabilities, respectively. Changes in the fair value of derivative financial instruments are either recognized in income or in shareholders’ equity as a component of accumulated other comprehensive income or loss depending on whether the derivative financial instrument qualifies for hedge accounting and, if so, whether it qualifies as a fair value hedge or cash flow hedge.

Changes in fair values of derivatives accounted for as fair value hedges are recorded in income in the same period and in the same income statement line as changes in the fair values of the hedged items that relate to the hedged risk(s). Changes in fair values of derivative financial instruments accounted for as cash flow hedges are recorded as a component of accumulated other comprehensive income or loss, net of deferred taxes, and reclassified to earnings when the hedged transaction affects earnings. Changes in fair values of derivative financial instruments not designated in a hedging relationship pursuant to ASC 815 are reported in non-interest income during the period of the change. Derivative financial instruments are valued by a third party and are corroborated by comparison with valuations provided by the respective counterparties. Fair values of certain mortgage banking derivatives (interest rate lock commitments and forward commitments to sell mortgage loans) are estimated based on changes in mortgage interest rates from the date of the loan commitment. The fair value of foreign currency derivatives is computed based on changes in foreign currency rates stated in the contract compared to those prevailing at the measurement date.

The table below presents the fair value of the Company’s derivative financial instruments as of March 31, 2020,2021, December 31, 20192020 and March 31, 2019:2020:
Derivative AssetsDerivative Liabilities
(In thousands)March 31,
2021		December 31,
2020		March 31,
2020		March 31,
2021		December 31,
2020		March 31,
2020
Derivatives designated as hedging instruments under ASC 815:
Interest rate derivatives designated as Cash Flow Hedges$50,420 $8,182 $0 $31,161 $39,715 $57,274 
Interest rate derivatives designated as Fair Value Hedges121 0 0 9,569 14,520 16,123 
Total derivatives designated as hedging instruments under ASC 815$50,541 $8,182 $0 $40,730 $54,235 $73,397 
Derivatives not designated as hedging instruments under ASC 815:
Interest rate derivatives$155,695 $221,205 $259,986 $155,361 $221,608 $256,193 
Interest rate lock commitments44,313 48,925 39,816 1,342 0 1,105 
Forward commitments to sell mortgage loans2,920 0 1,514 3,283 12,510 36,872 
Foreign exchange contracts40 111 52 42 112 53 
Total derivatives not designated as hedging instruments under ASC 815$202,968 $270,241 $301,368 $160,028 $234,230 $294,223 
Total Derivatives$253,509 $278,423 $301,368 $200,758 $288,465 $367,620 
 Derivative Assets Derivative Liabilities
(In thousands)March 31,
2020		 December 31,
2019		 March 31,
2019		 March 31,
2020		 December 31,
2019		 March 31,
2019
Derivatives designated as hedging instruments under ASC 815:           
Interest rate derivatives designated as Cash Flow Hedges$—
 $—
 $3,353
 $57,274
 $19,385
 $2,589
Interest rate derivatives designated as Fair Value Hedges—
 310
 1,260
 16,123
 6,523
 3,167
Total derivatives designated as hedging instruments under ASC 815$—
 $310
 $4,613
 $73,397
 $25,908
 $5,756
Derivatives not designated as hedging instruments under ASC 815:           
Interest rate derivatives$259,986
 $100,259
 $63,704
 $256,193
 $100,897
 $63,536
Interest rate lock commitments39,816
 2,860
 4,387
 1,105
 259
 —
Forward commitments to sell mortgage loans1,514
 142
 2,416
 36,872
 2,070
 4,180
Foreign exchange contracts52
 73
 384
 53
 70
 396
Total derivatives not designated as hedging instruments under ASC 815$301,368
 $103,334
 $70,891
 $294,223
 $103,296
 $68,112
Total Derivatives$301,368
 $103,644
 $75,504
 $367,620
 $129,204
 $73,868


Cash Flow Hedges of Interest Rate Risk

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

35
Table of Contents
As of March 31, 2020,2021, the Company had 2427 interest rate swap derivatives designated as cash flow hedges of variable rate deposits and certain junior subordinated debentures, and 1 interest rate collar derivative designated as a cash flow hedge of the Company's variable rate Term Facility. When the relationship between the hedged item and hedging instrument is highly effective at achieving offsetting changes in cash flows attributable to the hedged risk, changes in the fair value of these cash flow hedges are recorded in accumulated other comprehensive income or loss and are subsequently reclassified to interest expense as interest payments are made on such variable rate deposits. The changes in fair value (net of tax) are separately disclosed in the Consolidated Statements of Comprehensive Income.


The table below provides details on these cash flow hedges, summarized by derivative type and maturity, as of March 31, 2020:2021:
March 31, 2021
(In thousands)NotionalFair Value
Maturity DateAmountAsset (Liability)
Interest Rate Swaps:
October 2021$25,000 $(286)
November 202120,000 (287)
December 2021165,000 (2,614)
March 2022500,000 (220)
May 2022370,000 (7,884)
June 2022160,000 (3,652)
July 2022230,000 (5,359)
August 2022235,000 (5,944)
March 2023250,000 (300)
April 2024250,000 598 
July 2027 (1)
1,000,000 49,823 
Interest Rate Collars:
September 202396,429 (4,616)
Total Cash Flow Hedges$3,301,429 $19,259 
 March 31, 2020
(In thousands)Notional Fair Value
Maturity DateAmount Asset (Liability)
Interest Rate Swaps:   
October 2021$25,000
 $(715)
November 202120,000
 (624)
December 2021165,000
 (5,560)
March 2022500,000
 (365)
May 2022370,000
 (14,922)
June 2022160,000
 (6,620)
July 2022230,000
 (9,596)
August 2022235,000
 (10,226)
March 2023250,000
 (603)
April 2024250,000
 (989)
Interest Rate Collars:   
September 2023117,857
 (7,054)
Total Cash Flow Hedges$2,322,857
 $(57,274)

(1)Interest rate swaps effective starting in July 2022.
A rollforward of the amounts in accumulated other comprehensive income or loss related to interest rate derivatives designated as cash flow hedges follows:
Three Months Ended
(In thousands)March 31,
2021		March 31,
2020
Unrealized loss at beginning of period$(31,533)$(17,943)
Amount reclassified from accumulated other comprehensive income to interest expense on deposits, other borrowings and junior subordinated debentures6,696 1,090 
Amount of income (loss) recognized in other comprehensive income44,096 (39,783)
Unrealized gain (loss) at end of period$19,259 $(56,636)
 Three Months Ended
(In thousands)March 31,
2020		 March 31,
2019
Unrealized (loss) gain at beginning of period$(17,943) $10,742
Amount reclassified from accumulated other comprehensive income to interest expense on deposits, other borrowings and junior subordinated debentures1,090
 (3,562)
Amount of loss recognized in other comprehensive income(39,783) (1,434)
Unrealized (loss) gain at end of period$(56,636) $5,746


As of March 31, 2020,2021, the Company estimates that during the next twelve months $23.6$19.9 million will be reclassified from accumulated other comprehensive income or loss as an increase to interest expense.

Fair Value Hedges of Interest Rate Risk

Interest rate swaps designated as fair value hedges involve the payment of fixed amounts to a counterparty in exchange for the Company receiving variable payments over the life of the agreements without the exchange of the underlying notional amount. As of March 31, 2020,2021, the Company has 1517 interest rate swaps with an aggregate notional amount of $162.2$167.5 million that were designated as fair value hedges primarily associated with fixed rate commercial and industrial and commercial real estate loans as well as life insurance premium finance receivables.

For derivatives designated and that qualify as fair value hedges, the net gain or loss from the entire change in the fair value of the derivative instrument is recognized in the same income statement line item as the earnings effect, including the net gain or loss, of the hedged item (interest income earned on fixed rate loans) when the hedged item affects earnings.

36
Table of Contents


The following table presents the carrying amount of the hedged assets/(liabilities) and the cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged assets/(liabilities) that are designated as a fair value hedge accounting relationship as of March 31, 2020:2021:

March 31, 2021
(In thousands)

Derivatives in Fair Value
Hedging Relationships
Location in the Statement of ConditionCarrying Amount of the Hedged Assets/(Liabilities)Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)Cumulative Amount of Fair Value Hedging Adjustment Remaining for any Hedged Assets (Liabilities) for which Hedge Accounting has been Discontinued
Interest rate swapsLoans, net of unearned income$175,605 $9,262 $(157)
Available-for-sale debt securities1,303 94 0 
   March 31, 2020
(In thousands)

Derivatives in Fair Value
Hedging Relationships
Location in the Statement of Condition Carrying Amount of the Hedged Assets/(Liabilities) Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities) Cumulative Amount of Fair Value Hedging Adjustment Remaining for any Hedged Assets (Liabilities) for which Hedge Accounting has been Discontinued
Interest rate swapsLoans, net of unearned income $176,662
 $15,769
 $—
 Available-for-sale debt securities 1,423
 145
 —

The following table presents the loss or gain recognized related to derivative instruments that are designated as fair value hedges for the respective period:
(In thousands)
Derivatives in Fair Value Hedging Relationships
Location of (Loss)/Gain Recognized
in Income on Derivative		Three Months Ended
March 31, 2021
Interest rate swapsInterest and fees on loans$(13)
Interest income - investment securities0 
(In thousands)
Derivatives in Fair Value Hedging Relationships
Location of (Loss)/Gain Recognized
in Income on Derivative
 Three Months Ended
March 31, 2020
Interest rate swapsInterest and fees on loans $19
 Interest income - investment securities —


Non-Designated Hedges

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

Interest Rate Derivatives—Periodically, the Company may purchase interest rate cap derivatives designed to act as an economic hedge of the risk of the negative impact on its fixed-rate loan portfolios from rising interest rates, most notably the LIBOR index. As of March 31, 2020,2021, the Company held interest rate caps with an aggregate notional value of $1.0 billion.

Additionally, the Company has interest rate derivatives, including swaps and option products, resulting from a service the Company provides to certain qualified borrowers. The Company’s banking subsidiaries execute certain derivative products (typically interest rate swaps) directly with qualified commercial borrowers to facilitate their respective risk management strategies. For example, these arrangements allow the Company’s commercial borrowers to effectively convert a variable rate loan to a fixed rate. In order to minimize the Company’s exposure on these transactions, the Company simultaneously executes offsetting derivatives with third parties. In most cases, the offsetting derivatives have mirror-image terms, which result in the positions’ changes in fair value substantially offsetting through earnings each period. However, to the extent that the derivatives are not a mirror-image and because of differences in counterparty credit risk, changes in fair value will not completely offset resulting in some earnings impact each period. Changes in the fair value of these derivatives are included in other non-interest income. At March 31, 2020,2021, the Company had interest rate derivative transactions with an aggregate notional amount of approximately $8.7$9.0 billion (all interest rate swaps and caps with customers and third parties) related to this program. These interest rate derivatives had maturity dates ranging from April 20202021 to February 2045.

Mortgage Banking Derivatives—These derivatives include interest rate lock commitments provided to customers to fund certain mortgage loans to be sold into the secondary market and forward commitments for the future delivery of such loans. It is the Company’s practice to enter into forward commitments for the future delivery of a portion of our residential mortgage loan production when interest rate lock commitments are entered into in order to economically hedge the effect of future changes in interest rates on its commitments to fund the loans as well as on its portfolio of mortgage loans held-for-sale. The Company’s mortgage banking derivatives have not been designated as being in hedge relationships. At March 31, 2020,2021, the Company had forward commitments to sell mortgage loans with an aggregate notional amount of approximately $2.3 billion and interest rate lock commitments with an aggregate notional amount of approximately $1.5$1.1 billion. The fair values of these derivatives were
37
Table of Contents
estimated based on changes in mortgage rates from the dates of the commitments. Changes in the fair value of these mortgage banking derivatives are included in mortgage banking revenue.

Foreign Currency Derivatives—These derivatives include foreign currency contracts used to manage the foreign exchange risk associated with foreign currency denominated assets and transactions. Foreign currency contracts, which include spot and forward contracts, represent agreements to exchange the currency of one country for the currency of another country at an agreed-upon price on an agreed-upon settlement date. As a result of fluctuations in foreign currencies, the U.S. dollar-equivalent value of the foreign currency denominated assets or forecasted transactions increase or decrease. Gains or losses on the derivative instruments related to these foreign currency denominated assets or forecasted transactions are expected to substantially offset this variability. As of March 31, 2020,2021, the Company held foreign currency derivatives with an aggregate notional amount of approximately $7.1$3.8 million.

Other Derivatives—Periodically, the Company will sell options to a bank or dealer for the right to purchase certain securities held within the banks’ investment portfolios (covered call options). These option transactions are designed primarily to mitigate overall interest rate risk and to increase the total return associated with the investment securities portfolio. These options do not qualify as accounting hedges pursuant to ASC 815, and, accordingly, changes in fair value of these contracts are recognized as other non-interest income. There were 0 covered call options outstanding as of March 31, 2020,2021, December 31, 20192020 or March 31, 2019.2020.

Periodically, the Company will purchase options for the right to purchase securities not currently held within the banks' investment portfolios or enter into interest rate swaps in which the Company elects to not designate such derivatives as hedging instruments. These option and swap transactions are designed primarily to economically hedge a portion of the fair value adjustments related to the Company's mortgage servicing rights portfolio. The gain or loss associated with these derivative contracts are included in mortgage banking revenue. There were 0 such options or swaps outstanding as of March 31, 2020 or December 31, 2019. As of March 31, 2020, the Company held 4 interest rate swaps with an aggregate notional value of $55.0 million for such purpose of economically hedging a portion of the fair value adjustment related to its mortgage servicing rights portfolio.2021.

Amounts included in the Consolidated Statements of Income related to derivative instruments not designated in hedge relationships were as follows:
(In thousands)Three Months Ended
DerivativeLocation in income statementMarch 31,
2021		March 31,
2020
Interest rate swaps and capsTrading gains (losses), net$428 $(428)
Mortgage banking derivativesMortgage banking revenue(17,479)17,267 
Foreign exchange contractsTrading gains (losses), net(5)(4)
Covered call optionsFees from covered call options0 2,292 
Derivative contract held as economic hedge on MSRsMortgage banking revenue0 4,160 
(In thousands)  Three Months Ended
DerivativeLocation in income statement March 31,
2020		 March 31,
2019
Interest rate swaps and capsTrading (losses) gains, net $(428) $(191)
Mortgage banking derivativesMortgage banking revenue 17,267
 50
Foreign exchange contractsTrading (losses) gains, net (4) (12)
Covered call optionsFees from covered call options 2,292
 1,784
Derivative contract held as economic hedge on MSRsMortgage banking revenue 4,160
 —


Credit Risk

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

The Company has agreements with certain of its interest rate derivative counterparties that contain cross-default provisions, which provide that if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. The Company also has agreements with certain of its derivative counterparties that contain a provision allowing the counterparty to terminate the derivative positions if the Company fails to maintain its status as a well or adequately capitalized institution, which would require the Company to settle its obligations under the agreements. As of March 31, 2020,2021, the fair value of interest rate derivatives in a net liability position that were subject to such agreements, which includes accrued interest related to these agreements, was $330.9$131.4 million. If the Company had breached any of these provisions and the derivatives were terminated as a result, the Company

would have been required to settle its obligations under the agreements at the termination value and would
38
Table of Contents
have been required to pay any additional amounts due in excess of amounts previously posted as collateral with the respective counterparty.

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

The Company records interest rate derivatives subject to master netting agreements at their gross value and does not offset derivative assets and liabilities on the Consolidated Statements of Condition. The tables below summarize the Company's interest rate derivatives and offsetting positions as of the dates shown.
Derivative AssetsDerivative Liabilities
Fair ValueFair Value
(In thousands)March 31,
2021		December 31,
2020		March 31,
2020		March 31,
2021		December 31,
2020		March 31,
2020
Gross Amounts Recognized$206,236 $229,387 $259,986 $196,091 $275,843 $329,590 
Less: Amounts offset in the Statements of Financial Condition0 0 0 0 0 0 
Net amount presented in the Statements of Financial Condition$206,236 $229,387 $259,986 $196,091 $275,843 $329,590 
Gross amounts not offset in the Statements of Financial Condition
Offsetting Derivative Positions(60,593)(8,647)(1,048)(60,593)(8,647)(1,048)
Collateral Posted0 0 0 (125,818)(266,832)(328,542)
Net Credit Exposure$145,643 $220,740 $258,938 $9,680 $364 $0 
 Derivative Assets Derivative Liabilities
 Fair Value Fair Value
(In thousands)March 31,
2020		 December 31,
2019		 March 31,
2019		 March 31,
2020		 December 31,
2019		 March 31,
2019
Gross Amounts Recognized$259,986
 $100,569
 $68,317
 $329,590
 $126,805
 $69,292
Less: Amounts offset in the Statements of Financial Condition—
 —
 —
 —
 —
 —
Net amount presented in the Statements of Financial Condition$259,986
 $100,569
 $68,317
 $329,590
 $126,805
 $69,292
Gross amounts not offset in the Statements of Financial Condition           
Offsetting Derivative Positions(1,048) (2,561) (18,878) (1,048) (2,561) (18,878)
Collateral Posted—
 —
 —
 (328,542) (124,244) (45,540)
Net Credit Exposure$258,938
 $98,008
 $49,439
 $—
 $—
 $4,874


(16)(15) 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 inputs 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.

•—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. The 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 debt securities, trading account securities and equity securities with readily determinable fair value—Fair values for available-for-sale debt securities, trading account securities and equity securities with readily determinable fair value 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 these securities. 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
39
Table of Contents
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 fair value of U.S. Treasury securities and certain equity securities with readily determinable fair value are based on unadjusted quoted prices in active markets for identical securities. As such, these securities are classified as Level 1 in the fair value hierarchy.

The Company’s Investment Operations Department is responsible for the valuation of Level 3 available-for-sale debt 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 March 31, 2020,2021, the Company classified $113.3$101.7 million of municipal securities as Level 3. These municipal securities are bond issues for various municipal government entities primarily located in the Chicago metropolitan area and southern Wisconsin and are privately placed, non-rated bonds without CUSIP numbers. The Company also classified $2.5$1.8 million of U.S. Government agenciesagency securities as Level 3 at March 31, 2020.2021. The Company’s methodology for pricing these securities focuses on three distinct inputs: equivalent rating, yield and other pricing terms. To determine the rating for a given non-rated municipal bond,investment debt security, the Investment Operations Department references a rated, 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). For bond issues without comparable bond proxies, a rating of "BBB" was assigned. In the first quarter of 2020,2021, all of the ratings derived by the Investment Operations Department using the above process were "BBB"“BBB” or better. The fair value measurement of municipal bondsnoted above 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 March 31, 20202021 are 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. To determine the rating for the U.S. Government agency securities, the Investment Operations Department assigned a AAA“AAA” rating as it is guaranteed by the U.S. government.

Mortgage loans held-for-sale—The fair value of mortgage loans held-for-sale is determined by reference to investor price sheets for loan products with similar characteristics. As such, these loans are classified as Level 2 in the fair value hierarchy.

Loans held-for-investment—The fair value for loans in which the Company elected the fair value option is estimated by discounting future scheduled cash flows for the specific loan through maturity, adjusted for estimated credit losses and prepayments. The Company uses a discount rate based on the actual coupon rate of the underlying loan. At March 31, 2020,2021, the Company classified $9.6$6.4 million of loans held-for-investment as Level 3. The weighted average discount rate used as an input to value these loans at March 31, 20202021 was 3.40%2.38% with discount rates applied ranging from 3%-4%2%-3%. The higher the rate utilized to discount estimated future cash flows, the lower the fair value measurement. As noted above, the fair value estimate also includes assumptions of prepayment speeds and credit losses. The Company included a prepayments speed assumption of 15.69%12.99% at March 31, 2020.2021. Prepayment speeds are inversely related to the fair value of these loans as an increase in prepayment speeds results in a decreased valuation. Additionally, the weighted average credit discount used as an input to value the specific loans was 1.25%0.26% with credit loss discount ranging from 0%-6%-3% at March 31, 2020.2021.

MSRs—Fair value for MSRs is determined utilizing a valuation model which calculates the fair value of each servicing rights based on the present value of estimated future cash flows. The Company uses a discount rate commensurate with the risk associated with each servicing rights, given current market conditions. At March 31, 2020,2021, the Company classified $73.5$124.3 million of MSRs as Level 3. The weighted average discount rate used as an input to value the pool of MSRs at March 31, 20202021 was 9.98%9.88% with discount rates applied ranging from 4%-21%3%-19%. The higher the rate utilized to discount estimated future cash flows, the lower the fair value measurement. The fair value of MSRs was also estimated based on other assumptions including prepayment speeds and the cost to service. Prepayment speeds ranged from 0%-94%6%-92% or a weighted average prepayment speed of 15.69%12.99%. Further, for current and delinquent loans, the Company assumed a weighted average cost of servicing of $77$76 and $386,$354, respectively, per loan. Prepayment speeds and the cost to service are both inversely related to the fair value of MSRs as an increase in prepayment speeds or the cost to service results in a decreased valuation. See Note 98 - Mortgage Servicing Rights (“MSRs”) for further discussion of MSRs.

Derivative instruments—The Company’s derivative instruments include interest rate swaps, caps and collars, commitments to fund mortgages for sale into the secondary market (interest rate locks), forward commitments to end investors for the sale of
40
Table of Contents
mortgage loans and foreign currency contracts. Interest rate swaps, caps and collars are valued by a third party, using models that primarily use market observable inputs, such as yield curves, and are classified as Level 2 in the fair value hierarchy. The credit

risk associated with derivative financial instruments that are subject to master netting agreements is measured on a net basis by counterparty portfolio. The fair value for mortgage-related derivatives is based on changes in mortgage rates from the date of the commitments. The fair value of foreign currency derivatives is computed based on change in foreign currency rates stated in the contract compared to those prevailing at the measurement date.

At March 31, 2020,2021, the Company classified $39.8$25.6 million of derivative assets related to interest rate locks as Level 3. The fair value of interest rate locks is based on prices obtained for loans with similar characteristics from third parties, adjusted for the pull-through rate, which represents the Company’s best estimate of the likelihood that a committed loan will ultimately fund. The weighted-average pull-through rate at March 31, 20202021 was 86% with pull-through rates applied ranging from 10%14% to 100%. Pull-through rates are directly related to the fair value of interest rate locks as an increase in the pull-through rate results in an increased valuation.

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. These assets are classified as Level 2 in the fair value hierarchy.

The following tables present the balances of assets and liabilities measured at fair value on a recurring basis for the periods presented:
March 31, 2021
March 31, 2020
(Dollars in thousands)Total Level 1 Level 2 Level 3
(In thousands)(In thousands)TotalLevel 1Level 2Level 3
Available-for-sale securities       Available-for-sale securities
U.S. Treasury$121,670
 $121,670
 $—
 $—
U.S. Treasury$65,001 $65,001 $0 $0 
U.S. Government agencies368,643
 —
 366,186
 2,457
U.S. Government agencies81,526 0 79,742 1,784 
Municipal146,609
 —
 33,342
 113,267
Municipal148,300 0 46,552 101,748 
Corporate notes101,018
 —
 101,018
 —
Corporate notes92,349 0 92,349 0 
Mortgage-backed2,833,019
 —
 2,833,019
 —
Mortgage-backed2,043,573 0 2,043,573 0 
Trading account securities2,257
 —
 2,257
 —
Trading account securities951 0 951 0 
Equity securities with readily determinable fair value47,310
 39,244
 8,066
 —
Equity securities with readily determinable fair value90,338 82,272 8,066 0 
Mortgage loans held-for-sale656,934
 —
 656,934
 —
Mortgage loans held-for-sale1,260,193 0 1,260,193 0 
Loans held-for-investment142,267
 —
 132,699
 9,568
Loans held-for-investment51,916 0 45,508 6,408 
MSRs73,504
 —
 —
 73,504
MSRs124,316 0 0 124,316 
Nonqualified deferred compensation assets12,253
 —
 12,253
 —
Nonqualified deferred compensation assets15,891 0 15,891 0 
Derivative assets301,368
 —
 261,552
 39,816
Derivative assets253,509 0 227,875 25,634 
Total$4,806,852
 $160,914
 $4,407,326
 $238,612
Total$4,227,863 $147,273 $3,820,700 $259,890 
Derivative liabilities$367,620
 $—
 $367,620
 $—
Derivative liabilities$200,758 $0 $200,758 $0 
 
 December 31, 2020
(In thousands)TotalLevel 1Level 2Level 3
Available-for-sale securities
U.S. Treasury$304,971 $304,971 $0 $0 
U.S. Government agencies84,513 0 82,547 1,966 
Municipal146,910 0 37,034 109,876 
Corporate notes91,405 0 91,405 0 
Mortgage-backed2,428,040 0 2,428,040 0 
Trading account securities671 0 671 0 
Equity securities with readily determinable fair value90,862 82,796 8,066 0 
Mortgage loans held-for-sale1,272,090 0 1,272,090 0 
Loans held-for-investment55,134 0 44,854 10,280 
MSRs92,081 0 0 92,081 
Nonqualified deferred compensation assets15,398 0 15,398 0 
Derivative assets278,423 0 230,332 48,091 
Total$4,860,498 $387,767 $4,210,437 $262,294 
Derivative liabilities$288,465 $0 $288,465 $0 
  December 31, 2019
(Dollars in thousands) Total Level 1 Level 2 Level 3
Available-for-sale securities        
U.S. Treasury $121,088
 $121,088
 $—
 $—
U.S. Government agencies 365,442
 —
 362,796
 2,646
Municipal 145,318
 —
 33,368
 111,950
Corporate notes 94,841
 —
 94,841
 —
Mortgage-backed 2,379,525
 —
 2,379,525
 —
Trading account securities 1,068
 —
 1,068
 —
Equity securities with readily determinable fair value 50,840
 42,774
 8,066
 —
Mortgage loans held-for-sale 377,313
 —
 377,313
 —
Loans held-for-investment 132,718
 —
 123,098
 9,620
MSRs 85,638
 —
 —
 85,638
Nonqualified deferred compensation assets 14,213
 —
 14,213
 —
Derivative assets 103,644
 —
 101,013
 2,631
Total $3,871,648
 $163,862
 $3,495,301
 $212,485
Derivative liabilities $129,204
 $—
 $129,204
 $—


 March 31, 2019
(Dollars in thousands)Total Level 1 Level 2 Level 3
Available-for-sale securities       
U.S. Treasury$126,718
 $126,718
 $—
 $—
U.S. Government agencies130,687
 —
 127,694
 2,993
Municipal136,353
 —
 32,519
 103,834
Corporate notes93,333
 —
 93,333
 —
Mortgage-backed1,698,691
 —
 1,698,691
 —
Trading account securities559
 —
 559
 —
Equity securities with readily determinable fair value47,653
 39,587
 8,066
 —
Mortgage loans held-for-sale248,557
 —
 248,557
 —
Loans held-for-investment101,071
 —
 89,822
 11,249
MSRs71,022
 —
 —
 71,022
Nonqualified deferred compensation assets13,230
 —
 13,230
 —
Derivative assets75,504
 —
 72,415
 3,089
Total$2,743,378
 $166,305
 $2,384,886
 $192,187
Derivative liabilities$73,868
 $—
 $73,868
 $—

41
Table of Contents
March 31, 2020
(In thousands)TotalLevel 1Level 2Level 3
Available-for-sale securities
U.S. Treasury$121,670 $121,670 $0 $0 
U.S. Government agencies368,643 0 366,186 2,457 
Municipal146,609 0 33,342 113,267 
Corporate notes101,018 0 101,018 0 
Mortgage-backed2,833,019 0 2,833,019 0 
Trading account securities2,257 0 2,257 0 
Equity securities with readily determinable fair value47,310 39,244 8,066 0 
Mortgage loans held-for-sale656,934 0 656,934 0 
Loans held-for-investment142,267 0 132,699 9,568 
MSRs73,504 0 0 73,504 
Nonqualified deferred compensation assets12,253 0 12,253 0 
Derivative assets301,368 0 261,552 39,816 
Total$4,806,852 $160,914 $4,407,326 $238,612 
Derivative liabilities$367,620 $0 $367,620 $0 

The aggregate remaining contractual principal balance outstanding as of March 31, 2020,2021, December 31, 20192020 and March 31, 20192020 for mortgage loans held-for-sale measured at fair value under ASC 825 was $618.7 million, $368.0 million$1.2 billion, $1.2 billion and $243.6$618.7 million, respectively, while the aggregate fair value of mortgage loans held-for-sale was $656.9 million, $377.3 million$1.3 billion, $1.3 billion and $248.6$656.9 million, for the same respective periods, as shown in the above tables. There were $358,000$115.2 million of loans past due greater than 90 days and still accruing in the mortgage loans held-for-sale portfolio as of March March��31, 20202021 compared to $1.8$134.1 million as of December 31, 20192020 and $1.9 million$358,000 as of March 31, 2019.2020. All of the loans past due greater than 90 days and still accruing as of March 31, 2021 were individual delinquent mortgage loans bought back from GNMA at the unconditional option of the Company as servicer for those loans.


The changes in Level 3 assets measured at fair value on a recurring basis during the three months ended March 31, 20202021 and 20192020 are summarized as follows:
U.S. Government agenciesLoans held-for- investmentMortgage
servicing rights		Derivative assets
(In thousands)Municipal
Balance at January 1, 2021$109,876 $1,966 $10,280 $92,081 $48,091 
Total net gains (losses) included in:
Net income (1)
0 0 (530)32,235 (22,457)
Other comprehensive income (loss)(2,068)(24)0 0 0 
Purchases0 0 0 0 0 
Issuances0 0 0 0 0 
Sales0 0 0 0 0 
Settlements(6,060)(158)(3,918)0 0 
Net transfers into/(out of) Level 3
0 0 576 0 0 
Balance at March 31, 2021$101,748 $1,784 $6,408 $124,316 $25,634 
   U.S. Government Agencies Loans held-for- investment 
Mortgage
servicing rights
 Derivative Assets
(Dollars in thousands)Municipal    
Balance at January 1, 2020$111,950
 $2,646
 $9,620
 $85,638
 $2,631
Total net gains (losses) included in:         
Net income (1)
—
 —
 (78) (12,134) 37,185
Other comprehensive income (loss)(1,249) (32) —
 —
 —
Purchases5,875
 —
 —
 —
 —
Issuances—
 —
 —
 —
 —
Sales—
 —
 —
 —
 —
Settlements(3,309) (157) (96) —
 —
Net transfers into/(out of) Level 3 
—
 —
 122
 —
 —
Balance at March 31, 2020$113,267
 $2,457
 $9,568
 $73,504
 $39,816

(1)Changes in the balance of MSRs and derivative assets related to fair value adjustments are recorded as components of mortgage banking revenue. Changes in the balance of loans held-for-investment related to fair value adjustments are recorded as other non-interest income.
   U.S. Government Agencies Loans held-for- investment 
Mortgage
servicing rights
 Derivative Assets
(Dollars in thousands)Municipal    
Balance at January 1, 2019$108,926
 $3,150
 $11,347
 $75,183
 $2,457
Total net gains (losses) included in:         
Net income (1)
—
 —
 167
 (4,161) 632
Other comprehensive income (loss)1,537
 1
 —
 —
 —
Purchases969
 —
 —
 —
 —
Issuances—
 —
 —
 —
 —
Sales—
 —
 —
 —
 —
Settlements(7,598) (158) (465) —
 —
Net transfers into/(out of) Level 3—
 —
 200
 —
 —
Balance at March 31, 2019$103,834
 $2,993
 $11,249
 $71,022
 $3,089
42
Table of Contents
U.S. Government agenciesLoans held-for- investmentMortgage
servicing rights		Derivative assets
(In thousands)Municipal
Balance at January 1, 2020$111,950 $2,646 $9,620 $85,638 $2,631 
Total net gains (losses) included in:
Net income (1)
0 0 (78)(12,134)37,185 
Other comprehensive income (loss)(1,249)(32)0 0 0 
Purchases5,875 0 0 0 0 
Issuances0 0 0 0 0 
Sales0 0 0 0 0 
Settlements(3,309)(157)(96)0 0 
Net transfers into/(out of) Level 30 0 122 0 0 
Balance at March 31, 2020$113,267 $2,457 $9,568 $73,504 $39,816 
(1)Changes in the balance of MSRs and derivative assets related to fair value adjustments are recorded as components of mortgage banking revenue. Changes in the balance of loans held-for-investment related to fair value adjustments are recorded as other non-interest income.

(1)Changes in the balance of MSRs and derivative assets related to fair value adjustments are recorded as components of mortgage banking revenue. Changes in the balance of loans held-for-investment related to fair value adjustments are recorded as other 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 March 31, 2020.2021:
March 31, 2021Three Months Ended March 31, 2021
Fair Value Losses Recognized, net
(In thousands)TotalLevel 1Level 2Level 3
Individually assessed loans - foreclosure probable and collateral-dependent$87,757 $0 $0 $87,757 $12,548 
Other real estate owned (1)
15,813 0 0 15,813 170 
Total$103,570 $0 $0 $103,570 $12,718 
 March 31, 2020 
Three Months Ended March 31, 2020
Fair Value Losses Recognized, net
(Dollars in thousands)Total Level 1 Level 2 Level 3 
Individually assessed loans - foreclosure probable and collateral-dependent$147,443
 $—
 $—
 $147,443
 $4,060
Other real estate owned (1)
11,026
 —
 —
 11,026
 306
Total$158,469
 $—
 $—
 $158,469
 $4,366
(1)Fair value losses recognized, net on other real estate owned include valuation adjustments and charge-offs during the respective period.
(1)Fair value losses recognized, net on other real estate owned include valuation adjustments and charge-offs during the respective period.

Individually assessed loans—In accordance with ASC 326, the allowance for credit losses for loans and other financial assets held at amortized cost should be measured on a collective or pooled basis when such assets exhibit similar risk characteristics. In instances in which a financial asset does not exhibit similar risk characteristics to a pool, the Company is required to measure such allowance for credit losses on an individual asset basis. For the Company's loan portfolio, nonaccrual loans and TDRs are considered to not exhibit similar risk characteristics as pools and thus are individually assessed. Credit losses are 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. Individually assessed loans are considered a fair value measurement where an allowance for credit loss is

established based on the fair value of collateral. Appraised values on relevant real estate properties, which may require adjustments to market-based valuation inputs, are generally used on real estate foreclosure probable and collateral-dependent loans.loans within the real estate portfolios.

The Company’s Managed Assets Division is primarily responsible for the valuation of Level 3 inputs of individually assessed loans. For more information on individually assessed loans refer to Note 76 – Allowance for Credit Losses. At March 31, 2020,2021, the Company had $188.7$124.4 million of impairedindividually assessed loans classified as Level 3. Of the $188.7$124.4 million of impairedindividually assessed loans, $147.4$87.8 million were measured at fair value based on the underlying collateral of the loan as shown in the table above. The remaining $41.3$36.6 million were valued based on discounted cash flows in accordance with ASC 310.

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

The Company’s Managed Assets Division is primarily responsible for the valuation of Level 3 inputs for other real estate owned. At March 31, 2020,2021, the Company had $11.0$15.8 million of other real estate owned classified as Level 3. The unobservable
43
Table of Contents
input applied to other real estate owned relates to the 10% reduction to the appraisal value representing the estimated cost of sale of the foreclosed property. A higher discount for the estimated cost of sale results in a decreased carrying value.

The valuation techniques and significant unobservable inputs used to measure both recurring and non-recurring Level 3 fair value measurements at March 31, 20202021 were as follows:
(Dollars in thousands)Fair ValueValuation MethodologySignificant Unobservable InputRange
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$101,748 Bond pricingEquivalent ratingBBB-AA+N/AIncrease
U.S. Government agencies1,784 Bond pricingEquivalent ratingAAAAAAIncrease
Loans held-for-investment6,408 Discounted cash flowsDiscount rate2%-3%2.38%Decrease
Credit discount0%-3%0.26%Decrease
Constant prepayment rate (CPR)12.99%12.99%Decrease
MSRs124,316 Discounted cash flowsDiscount rate3%-19%9.88%Decrease
Constant prepayment rate (CPR)6%-92%12.99%Decrease
Cost of servicing$70-$200$76Decrease
Cost of servicing - delinquent$200-$1,000$354Decrease
Derivatives25,634 Discounted cash flowsPull-through rate14%-100%86.39%Increase
Measured at fair value on a non-recurring basis:
Individually assessed loans - foreclosure probable and collateral-dependent$87,757 Appraisal valueAppraisal adjustment - cost of sale10%10.00%Decrease
Other real estate owned15,813 Appraisal valueAppraisal adjustment - cost of sale10%10.00%Decrease
(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$113,267
 Bond pricing Equivalent rating BBB-AA+ N/A Increase
U.S. Government agencies2,457
 Bond pricing Equivalent rating AAA AAA Increase
Loans held-for-investment9,568
 Discounted cash flows Discount rate 3%-4% 3.40% Decrease
     Credit discount 0%-6% 1.25% Decrease
     Constant prepayment rate (CPR) 15.69% 15.69% Decrease
MSRs73,504
 Discounted cash flows Discount rate 4%-21% 9.98% Decrease
     Constant prepayment rate (CPR) 0%-94% 15.69% Decrease
     Cost of servicing $70-$200 $77 Decrease
     Cost of servicing - delinquent $200-$1,000 $386 Decrease
Derivatives39,816
 Discounted cash flows Pull-through rate 10%-100% 86% Increase
Measured at fair value on a non-recurring basis:
Individually assessed loans - foreclosure probable and collateral-dependent$147,443
 Appraisal value Appraisal adjustment - cost of sale 10% 10.00% Decrease
Other real estate owned11,026
 Appraisal value Appraisal adjustment - cost of sale 10% 10.00% Decrease
44

Table of Contents

The Company is required under applicable accounting guidance to report the fair value of all financial instruments on the Consolidated Statements of Condition, including those financial instruments carried at cost. The table below presents the carrying amounts and estimated fair values of the Company’s financial instruments as of the dates shown:
At March 31, 2021At December 31, 2020At March 31, 2020
CarryingFairCarryingFairCarryingFair
(In thousands)ValueValueValueValueValueValue
Financial Assets:
Cash and cash equivalents$426,377 $426,377 $322,474 $322,474 $349,427 $349,427 
Interest-bearing deposits with banks3,348,794 3,348,794 4,802,527 4,802,527 1,943,743 1,943,743 
Available-for-sale securities2,430,749 2,430,749 3,055,839 3,055,839 3,570,959 3,570,959 
Held-to-maturity securities2,166,419 2,121,065 579,138 593,767 865,376 879,192 
Trading account securities951 951 671 671 2,257 2,257 
Equity securities with readily determinable fair value90,338 90,338 90,862 90,862 47,310 47,310 
FHLB and FRB stock, at cost135,881 135,881 135,588 135,588 134,546 134,546 
Brokerage customer receivables19,056 19,056 17,436 17,436 16,293 16,293 
Mortgage loans held-for-sale, at fair value1,260,193 1,260,193 1,272,090 1,272,090 656,934 656,934 
Loans held-for-investment, at fair value51,916 51,916 55,134 55,134 142,267 142,267 
Loans held-for-investment, at amortized cost33,119,317 33,066,760 32,023,939 31,871,683 27,665,054 27,469,489 
Nonqualified deferred compensation assets15,891 15,891 15,398 15,398 12,253 12,253 
Derivative assets253,509 253,509 278,423 278,423 301,368 301,368 
Accrued interest receivable and other281,020 281,020 272,339 272,339 275,499 275,499 
Total financial assets$43,600,411 $43,502,500 $42,921,858 $42,784,231 $35,983,286 $35,801,537 
Financial Liabilities
Non-maturity deposits$33,061,502 $33,061,502 $32,116,023 $32,116,023 $26,071,881 $26,071,881 
Deposits with stated maturities4,811,150 4,801,257 4,976,628 4,969,849 5,389,779 5,394,523 
FHLB advances1,228,436 1,121,269 1,228,429 1,172,315 1,174,894 1,130,327 
Other borrowings516,877 516,877 518,928 518,928 487,503 487,503 
Subordinated notes436,595 458,832 436,506 473,093 436,179 487,745 
Junior subordinated debentures253,566 208,132 253,566 204,713 253,566 224,523 
Derivative liabilities200,758 200,758 288,465 288,465 367,620 367,620 
Accrued interest payable19,940 19,940 15,645 15,645 27,696 27,696 
Total financial liabilities$40,528,824 $40,388,567 $39,834,190 $39,759,031 $34,209,118 $34,191,818 
 At March 31, 2020 At December 31, 2019 At March 31, 2019
 Carrying Fair Carrying Fair Carrying Fair
(In thousands)Value Value Value Value Value Value
Financial Assets:           
Cash and cash equivalents$349,427
 $349,427
 $286,476
 $286,476
 $270,823
 $270,823
Interest bearing deposits with banks1,943,743
 1,943,743
 2,164,560
 2,164,560
 1,609,852
 1,609,852
Available-for-sale securities3,570,959
 3,570,959
 3,106,214
 3,106,214
 2,185,782
 2,185,782
Held-to-maturity securities865,376
 879,192
 1,134,400
 1,138,396
 1,051,542
 1,041,695
Trading account securities2,257
 2,257
 1,068
 1,068
 559
 559
Equity securities with readily determinable fair value47,310
 47,310
 50,840
 50,840
 47,653
 47,653
FHLB and FRB stock, at cost134,546
 134,546
 100,739
 100,739
 89,013
 89,013
Brokerage customer receivables16,293
 16,293
 16,573
 16,573
 14,219
 14,219
Mortgage loans held-for-sale, at fair value656,934
 656,934
 377,313
 377,313
 248,557
 248,557
Loans held-for-investment, at fair value142,267
 142,267
 132,718
 132,718
 101,071
 101,071
Loans held-for-investment, at amortized cost27,665,054
 27,469,489
 26,667,572
 26,659,903
 24,113,558
 24,123,328
Nonqualified deferred compensation assets12,253
 12,253
 14,213
 14,213
 13,230
 13,230
Derivative assets301,368
 301,368
 103,644
 103,644
 75,504
 75,504
Accrued interest receivable and other275,499
 275,499
 303,090
 303,090
 275,464
 275,464
Total financial assets$35,983,286
 $35,801,537
 $34,459,420
 $34,455,747
 $30,096,827
 $30,096,750
Financial Liabilities           
Non-maturity deposits$26,071,881
 $26,071,881
 $24,483,867
 $24,483,867
 $21,454,035
 $21,454,035
Deposits with stated maturities5,389,779
 5,394,523
 5,623,271
 5,635,475
 5,350,707
 5,377,388
FHLB advances1,174,894
 1,130,327
 674,870
 715,129
 576,353
 604,976
Other borrowings487,503
 487,503
 418,174
 418,174
 372,194
 372,194
Subordinated notes436,179
 487,745
 436,095
 458,796
 139,235
 144,019
Junior subordinated debentures253,566
 224,523
 253,566
 243,158
 253,566
 252,451
Derivative liabilities367,620
 367,620
 129,204
 129,204
 73,868
 73,868
Accrued interest payable27,696
 27,696
 19,940
 19,940
 19,569
 19,569
Total financial liabilities$34,209,118
 $34,191,818
 $32,038,987
 $32,103,743
 $28,239,527
 $28,298,500


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

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

Held-to-maturity securities. Held-to-maturity securities include U.S. Government-sponsored agency securities and municipal bonds issued by various municipal government entities primarily located in the Chicago metropolitan area and southern Wisconsin. Fair values for held-to-maturity securities are typically based on prices obtained from independent pricing vendors. In accordance with ASC 820, the Company has generally categorized these held-to-maturity securities as a Level 2 fair value measurement. Fair values for certain other held-to-maturity securities are based on the bond pricing methodology discussed previously related to certain available-for-sale securities. In accordance with ASC 820, the Company has categorized these held-to-maturity securities as a Level 3 fair value measurement.

Loans held-for-investment, at amortized cost. 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
45
Table of Contents
risks inherent in the loan. 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.

FHLB advances. The fair value of FHLB advances is obtained from the FHLB 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 FHLB 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.

(17)(16) Stock-Based Compensation Plans

In May 2015, the Company’s shareholders approved the 2015 Stock Incentive Plan (“the 2015 Plan”) which provides for the issuance of up to 5,485,000 shares of common stock. The 2015 Plan replaced the 2007 Stock Incentive Plan (“the 2007 Plan”) which replaced the 1997 Stock Incentive Plan (“the 1997 Plan”). The 2015 Plan, the 2007 Plan and the 1997 Plan are collectively referred to as “the Plans.” The 2015 Plan has substantially similar terms to the 2007 Plan and the 1997 Plan. Awards granted under the Plans for which common shares are not issued by reason of cancellation, forfeiture, lapse of such award or settlement of such award in cash, are again available under the 2015 Plan. All grants made after the approval of the 2015 Plan are made pursuant to the 2015 Plan. As of March 31, 2020,2021, approximately 2.1 million951,000 shares were available for future grants assuming the maximum number of shares are issued for the performance awards outstanding. The Plans cover substantially all employees of Wintrust. The Compensation Committee of the Board of Directors administers all stock-based compensation programs and authorizes all awards granted pursuant to the Plans.

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

Beginning in 2011, the Company has awarded annual grants under the Long-Term Incentive Program (“LTIP”), which is administered under the Plans. The LTIP is designed in part to align the interests of management with the interests of shareholders, foster retention, create a long-term focus based on sustainable results and provide participants with a target long-term incentive opportunity. It is anticipated that LTIP awards will continue to be granted annually. LTIP grants since 2017 havein 2021 consisted of a combination of performance-based stock awards with a performance condition metric, performance-based stock awards with a market condition metric and time vested restricted shares, and in 2020 consisted of a combination of performance-based stock awards and performance-based cash awards; howeverawards (both with a performance condition metric) and time vested restricted shares. LTIP grants had previously included nonqualified-stockfrom 2017 through 2019 consisted of a combination of performance-based stock awards and performance-based cash awards, and prior to 2017, nonqualified stock options were in the mix.mix of award types. Stock options granted under the LTIP have a term of seven years and generally vested equally over three years based on continued service. Performance-based stock and cash awards granted under the LTIP are contingent upon the achievement of pre-established long-term performance goals set in advance by the Compensation Committee over a three-year period starting at the beginning of each calendar year. Performance-based stock awards with a market condition metric are contingent on the total shareholder return performance over a three-year period starting at the beginning of each calendar year relative to the KBW Regional Bank Index. These performance awards are granted at a target level, and based on the Company’s achievement of the pre-established long-term goals, the actual payouts can range from 0% to a maximum of 150% of the target award. The awards typically vest in the quarter after the end of the performance period upon certification of the payout by the Compensation Committee of the Board of Directors. Holders of performance-based stock awards are entitled to receive, at no cost, the shares earned based on the achievement of the pre-established long-term goals.
46
Table of Contents

Holders of restricted share awards and performance-based stock awards received under the Plans are not entitled to vote or receive cash dividends (or cash payments equal to the cash dividends) on the underlying common shares until the awards are vested and shares are issued. Shares that are vested but not issuable pursuant to deferred compensation arrangements accrue additional shares based on the value of dividends otherwise paid. Except in limited circumstances, these awards are canceled upon termination of employment without any payment of consideration by the Company.


Stock-based compensation is measured as the fair value of an award on the date of grant, and the measured cost is recognized over the period which the recipient is required to provide service in exchange for the award. The fair value of restricted share and performance-based stock awards with a performance condition metric is determined based on the average of the high and low trading prices on the grant date,date. The fair value of performance stock awards with a market condition metric is estimated using a Monte Carlo simulation model and the fair value of stock options is estimated using a Black-Scholes option-pricing model. The Monte Carlo simulation model that utilizes various assumptions. Option-pricing modelsand the Black-Scholes option-pricing model require the input of highly subjective assumptions and are sensitive to changes in the option'saward's expected life and the price volatility of the underlying stock, which can materially affect the fair value estimate.estimates. Management periodically reviews and adjusts the assumptions used to calculate the fair value of an option in periodssuch awards when options are granted. NaN options werehave been granted since 2016.

Stock based compensation is recognized based upon the number of awards that are ultimately expected to vest, taking into account expected forfeitures. In addition, for performance-based awards with a performance metric, an estimate is made of the number of shares expected to vest as a result of actual performance against the performance criteria in the award to determine the amount of compensation expense to recognize. The estimate is reevaluated periodicallyre-evaluated quarterly and total compensation expense is adjusted for any change in estimate in the current period. Stock-based compensation expense recognized in the Consolidated Statements of Income was $2.9 million in the first quarter of 2021 and $(2.8) million in the first quarter of 2020 and $3.3 million in the first quarter of 2019.2020.

A summary of the Company's stock option activity for the three months ended March 31, 20202021 and March 31, 20192020 is presented below:
Stock OptionsCommon
Shares		Weighted
Average
Strike Price
Remaining
Contractual
Term (1)
Intrinsic
Value (2)
(in thousands)
Outstanding at January 1, 2021520,663 $42.47 
Granted0 0 
Exercised(208,579)42.96 
Forfeited or canceled(590)46.86 
Outstanding at March 31, 2021311,494 $42.14 1.8$10,485 
Exercisable at March 31, 2021309,945 $42.11 1.8$10,441 
Stock Options
Common
Shares
 
Weighted
Average
Strike Price
 
Remaining
Contractual
Term (1)
 
Intrinsic
Value (2)
($000)
Stock OptionsCommon
Shares		Weighted
Average
Strike Price
Remaining
Contractual
Term (1)
Intrinsic
Value (2)
(in thousands)
Outstanding at January 1, 2020755,332
 $42.43
    Outstanding at January 1, 2020755,332 $42.43 
Granted—
 —
  Granted0 0 
Exercised(94,653) 38.69
  Exercised(94,653)38.69 
Forfeited or canceled—
 —
    Forfeited or canceled0 0 
Outstanding at March 31, 2020660,679
 $42.97
 2.5 $—
Outstanding at March 31, 2020660,679 $42.97 2.5$0 
Exercisable at March 31, 2020650,456
 $42.95
 2.4 $1
Exercisable at March 31, 2020650,456 $42.95 2.4$1 
(1)Represents the remaining weighted average contractual life in years.
Stock Options
Common
Shares
 
Weighted
Average
Strike Price
 
Remaining
Contractual
Term (1)
 
Intrinsic
Value (2)
($000)
Outstanding at January 1, 2019795,014
 $42.25
    
Granted—
 —
    
Exercised(78,667) 37.41
    
Forfeited or canceled—
 —
    
Outstanding at March 31, 2019716,347
 $42.79
 2.9 $17,583
Exercisable at March 31, 2019701,227
 $42.75
 2.9 $17,234
(2)Aggregate intrinsic value represents the total pre-tax intrinsic value (i.e., the difference between the Company's stock price on the last trading day of the quarter and the option exercise price, multiplied by the number of shares) that would have been received by the option holders if they had exercised their options on the last day of the quarter. Options with exercise prices above the stock price on the last trading day of the quarter are excluded from the calculation of intrinsic value. The intrinsic value will change based on the fair market value of the Company's stock.

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

The aggregate intrinsic value of options exercised during the three months ended March 31, 20202021 and March 31, 2019,2020, was $2.7$6.6 million and $2.8$2.7 million, respectively. Cash received from option exercises under the Plans for the three months ended March 31, 20202021 and March 31, 20192020 was $9.0 million and $3.7 million, and $2.9 million, respectively.

47
Table of Contents
A summary of the Plans' restricted share activity for the three months ended March 31, 2021 and March 31, 2020 and March 31, 2019 is presented below:
Three months ended March 31, 2021Three months ended March 31, 2020
Restricted SharesCommon
Shares		Weighted
Average
Grant-Date
Fair Value		Common
Shares		Weighted
Average
Grant-Date
Fair Value
Outstanding at January 1234,794 $59.02 144,328 $60.37 
Granted257,189 62.79 99,963 64.10 
Vested and issued(7,104)78.13 (9,633)75.69 
Forfeited or canceled(849)63.44 (3,538)81.89 
Outstanding at March 31484,030 $60.73 231,120 $61.02 
Vested, but not issuable at March 3194,348 $52.21 92,244 $52.23 
 Three months ended March 31, 2020 Three months ended March 31, 2019
Restricted SharesCommon
Shares
Weighted
Average
Grant-Date
Fair Value
Common
Shares
Weighted
Average
Grant-Date
Fair Value
Outstanding at January 1144,328
 $60.37
 143,263
 $60.80
Granted99,963
 64.10
 9,673
 71.66
Vested and issued(9,633) 75.69
 (11,042) 75.00
Forfeited or canceled(3,538) 81.89
 (215) 93.14
Outstanding at March 31231,120
 $61.02
 141,679
 $60.38
Vested, but not issuable at March 3192,244
 $52.23
 90,824
 $52.02


A summary of the Plans' performance-based stock award activity, based on the target level of the awards, for the three months ended March 31, 20202021 and March 31, 20192020 is presented below:
Three months ended March 31, 2021Three months ended March 31, 2020
Performance-based StockCommon
Shares		Weighted
Average
Grant-Date
Fair Value		Common
Shares		Weighted
Average
Grant-Date
Fair Value
Outstanding at January 1482,608 $71.15 465,515 $74.37 
Granted206,465 58.85 166,547 64.10 
Added by performance factor at vesting0 0 48,831 72.59 
Vested and issued0 0 (180,596)72.59 
Expired, canceled or forfeited(125,622)87.88 (6,071)73.66 
Outstanding at March 31563,451 $62.91 494,226 $71.39 
Vested, but deferred at March 3134,748 $43.28 34,166 $43.27 
 Three months ended March 31, 2020 Three months ended March 31, 2019
Performance-based StockCommon
Shares		 Weighted
Average
Grant-Date
Fair Value		 Common
Shares		 Weighted
Average
Grant-Date
Fair Value
Outstanding at January 1465,515
 $74.37
 396,855
 $67.71
Granted166,547
 64.10
 173,856
 71.57
Added by performance factor at vesting48,831
 72.59
 33,950
 40.99
Vested and issued(180,596) 72.59
 (128,238) 41.00
Expired, canceled or forfeited(6,071) 73.66
 (2,747) 67.85
Outstanding at March 31494,226
 $71.39
 473,676
 $74.44
Vested, but deferred at March 3134,166
 $43.27
 33,451
 $42.70


(18)(17) Shareholders’ Equity and Earnings Per Share

Series D Preferred Stock

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

Series E Preferred Stock

In May 2020, the Company issued 11,500 shares of fixed-rate reset non-cumulative perpetual preferred stock, Series E, liquidation preference $25,000 per share (the “Series E Preferred Stock”) as part of a $287.5 million public offering of 11,500,000 depositary shares, each representing a 1/1,000th interest in a share of Series E Preferred Stock. When, as and if declared, dividends on the Series E Preferred Stock are payable quarterly in arrears at a fixed rate of 6.875% per annum starting on October 15, 2020.

Other

At the January 20202021 Board of Directors meeting, a quarterly cash dividend of $0.28$0.31 per share ($1.121.24 on an annualized basis) was declared. It was paid on February 20, 202025, 2021 to shareholders of record as of February 6, 2020.11, 2021.



48
Table of Contents
Accumulated Other Comprehensive Income (Loss)

The following tables summarize the components of other comprehensive income (loss), including the related income tax effects, and the related amount reclassified to net income for the periods presented (in thousands).
Accumulated
Unrealized
Gains (Losses)
on Securities		Accumulated
Unrealized (Losses) Gains on
Derivative
Instruments		Accumulated
Foreign
Currency
Translation
Adjustments		Total
Accumulated
Other
Comprehensive
Income (Loss)
Balance at January 1, 2021$70,737 $(23,090)$(32,265)$15,382 
Other comprehensive (loss) income during the period, net of tax, before reclassifications(44,519)32,345 2,180 (9,994)
Amount reclassified from accumulated other comprehensive income (loss) into net income, net of tax(154)4,912 0 4,758 
Amount reclassified from accumulated other comprehensive income (loss) related to amortization of unrealized gains on investment securities transferred to held-to-maturity from available-for-sale, net of tax(42)0 0 (42)
Net other comprehensive (loss) income during the period, net of tax$(44,715)$37,257 $2,180 $(5,278)
Balance at March 31, 2021$26,022 $14,167 $(30,085)$10,104 
Balance at January 1, 2020$14,982 $(13,141)$(36,519)$(34,678)
Other comprehensive income (loss) during the period, net of tax, before reclassifications67,007 (29,170)(11,145)26,692 
Amount reclassified from accumulated other comprehensive income (loss) into net income, net of tax(359)799 0 440 
Amount reclassified from accumulated other comprehensive income (loss) related to amortization of unrealized gains on investment securities transferred to held-to-maturity from available-for-sale, net of tax(57)0 0 (57)
Net other comprehensive income (loss) during the period, net of tax$66,591 $(28,371)$(11,145)$27,075 
Balance at March 31, 2020$81,573 $(41,512)$(47,664)$(7,603)
 
Accumulated
Unrealized
Gains (Losses)
on Securities
 
Accumulated
Unrealized (Losses) Gains on
Derivative
Instruments
 
Accumulated
Foreign
Currency
Translation
Adjustments
 
Total
Accumulated
Other
Comprehensive
Loss
Balance at January 1, 2020$14,982
 $(13,141) $(36,519) $(34,678)
Other comprehensive income (loss) during the period, net of tax, before reclassifications67,007
 (29,170) (11,145) 26,692
Amount reclassified from accumulated other comprehensive gain (loss) into net income, net of tax(359) 799
 —
 440
Amount reclassified from accumulated other comprehensive loss related to amortization of unrealized gains on investment securities transferred to held-to-maturity from available-for-sale, net of tax(57) —
 —
 (57)
Net other comprehensive income (loss) during the period, net of tax$66,591
 $(28,371) $(11,145) $27,075
Balance at March 31, 2020$81,573
 $(41,512) $(47,664) $(7,603)
        
Balance at January 1, 2019$(42,353) $7,857
 $(42,376) $(76,872)
Other comprehensive income (loss) during the period, net of tax, before reclassifications27,956
 (1,039) 2,277
 29,194
Amount reclassified from accumulated other comprehensive loss into net income, net of tax49
 (2,612) —
 (2,563)
Amount reclassified from accumulated other comprehensive loss related to amortization of unrealized gains on investment securities transferred to held-to-maturity from available-for-sale, net of tax(103) —
 —
 (103)
Net other comprehensive income (loss) during the period, net of tax$27,902
 $(3,651) $2,277
 $26,528
Balance at March 31, 2019$(14,451) $4,206
 $(40,099) $(50,344)
        


49
Table of Contents
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) for the
Details Regarding the Component of Accumulated Other Comprehensive Income (Loss)Three Months EndedImpacted Line on the
Consolidated Statements of Income
March 31,
20212020
Accumulated unrealized gains on securities
Gains included in net income$210 $491 Gains (losses) on investment securities, net
210 491 Income before taxes
Tax effect(56)(132)Income tax expense
Net of tax$154 $359 Net income
Accumulated unrealized gains on derivative instruments
Amount reclassified to interest expense on deposits$4,897 $559 Interest on deposits
Amount reclassified to interest expense on other borrowings669 292 Interest on other borrowings
Amount reclassified to interest expense on junior subordinated debentures1,130 239 Interest on junior subordinated debentures
(6,696)(1,090)Income before taxes
Tax effect1,784 291 Income tax expense
Net of tax$(4,912)$(799)Net income
  Amount Reclassified from Accumulated Other Comprehensive Income for the 
Details Regarding the Component of Accumulated Other Comprehensive Income Three Months Ended 
Impacted Line on the
Consolidated Statements of Income
 March 31, 
 2020 2019 
Accumulated unrealized gains (losses) on securities      
Gains (losses) included in net income $491
 $(67) Gains (losses) on investment securities, net
  491
 (67) Income before taxes
Tax effect (132) 18
 Income tax expense
Net of tax $359
 $(49) Net income
       
Accumulated unrealized gains (losses) on derivative instruments      
Amount reclassified to interest expense on deposits $559
 $(3,589) Interest on deposits
Amount reclassified to interest expense on other borrowings 292
 27
 Interest on other borrowings
Amount reclassified to interest expense on junior subordinated debentures 239
 —
 Interest on junior subordinated debentures
  (1,090) 3,562
 Income before taxes
Tax effect 291
 (950) Income tax expense
Net of tax $(799) $2,612
 Net income



Earnings per Share

The following table shows the computation of basic and diluted earnings per share for the periods indicated:
Three Months Ended
(In thousands, except per share data)March 31,
2021		March 31,
2020
Net income$153,148 $62,812 
Less: Preferred stock dividends6,991 2,050 
Net income applicable to common shares(A)$146,157 $60,762 
Weighted average common shares outstanding(B)56,904 57,620 
Effect of dilutive potential common shares
Common stock equivalents681 575 
Weighted average common shares and effect of dilutive potential common shares(C)57,585 58,195 
Net income per common share:
Basic(A/B)$2.57 $1.05 
Diluted(A/C)$2.54 $1.04 
   Three Months Ended
(In thousands, except per share data)  March 31,
2020		 March 31,
2019
Net income  $62,812
 $89,146
Less: Preferred stock dividends  2,050
 2,050
Net income applicable to common shares(A) $60,762
 $87,096
      
Weighted average common shares outstanding(B) $57,620
 $56,529
Effect of dilutive potential common shares     
Common stock equivalents  575
 699
Weighted average common shares and effect of dilutive potential common shares(C) $58,195
 $57,228
Net income per common share:     
Basic(A/B) $1.05
 $1.54
Diluted(A/C) $1.04
 $1.52


Potentially dilutive common shares can result from stock options, restricted stock unit awards, stock warrants and shares to be issued under the Employee Stock Purchase Plan and the Directors Deferred Fee and Stock Plan, being treated as if they had been either exercised or issued, computed by application of the treasury stock method. While potentially dilutive common shares are typically included in the computation of diluted earnings per share, potentially dilutive common shares are excluded from this computation in periods in which the effect would reduce the loss per share or increase the income per share.

50
Table of Contents
(19)(18) Subsequent Events

On March 27, 2020,April 23, 2021, the PresidentCompany and Greenwoods Financial Group, Inc., the parent company of The Greenwood’s State Bank (“Greenwoods”), announced the closing of the United States signedpreviously announced branch purchase and assumption transaction for 3 southwestern Wisconsin branch locations of Town Bank, N.A., the CARES Act which authorizedCompany’s wholly-owned subsidiary. The 3 branches subject to the Small Business Administration ("SBA") to guarantee loans undertransaction are located in Albany, Darlington and Monroe, Wisconsin. Through this transaction, Greenwoods assumed approximately $77.4 million of deposits and acquired the Paycheck Protection Program (“PPP”) for small businesses who meet the necessary eligibility requirements in order to keep their workers on the payroll. The Company began accepting applications on April 3, 2020branch facilities and asvarious other assets.

51
Table of April 30, 2020, the Company secured authorization from the SBA to fund approximately 11,000 PPP loans totaling approximately $3.5 billion.Contents


ITEM 2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition of Wintrust Financial Corporation and its subsidiaries (collectively, "Wintrust" or the "Company") as of March 31, 20202021 compared with December 31, 20192020 and March 31, 2019,2020, and the results of operations for the three month periodsperiod ended March 31, 20202021 and March 31, 2019,2020, should be read in conjunction with the unaudited consolidated financial statements and notes contained in this report and the risk factors discussed herein and under Item 1A of the Company’s 2019 Annual Report on Form 10-K.10-K for the year ended December 31, 2020 ("2020 Form 10-K") and in Part II, Item 1A, of this Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties and, as such, future results could differ significantly from management’s current expectations. See the last section of this discussion for further information on forward-looking statements.

Introduction

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

Overview

Impact of COVID-19

In March 2020, the outbreak of COVID-19 was recognized as a global pandemic by the World Health Organization, resulting in unprecedented uncertainty and volatility in world-wide financial markets. Governments' actions calling for shelter in place and social distancing have led to rapid changes in business revenues, increased unemployment, and havenegatively impacted consumer activity;activity, all of which have impacted andthe Company. Although vaccines are now being widely distributed, the COVID-19 pandemic, including the emergence of variant strains of the virus, may continue to impact the Company's current and future results.

The Company activated its pandemic response plan in early March 2020, as well as applicable elements of its business continuity plan. In order to protect the health of our customers and employees, and in accordance with applicable government directives, we have modified certain of our business protocols to direct employees to work from home unless their role requiresrequired them to be on site, in which case we have implemented enhanced safety measures including social distancing, enhanced cleaning and sanitization, and certain personal protective equipment, as well asequipment. With the closurephased reopening of most branch lobbiescertain state and municipal areas, the useCompany implemented a comprehensive plan that permits certain remote employees to return to their respective workplaces, where enhanced safety measures also have been implemented. At present, however, the majority of our branch drive-up facilitiesthe Company’s workforce continues to meet our customer’s banking needs unless specific services require lobby service by appointment.work remotely on a nearly daily basis.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security ("CARES") Act was enacted. The CARES Act includes appropriations and other measures designed to address the impact of the COVID-19 pandemic, including the Paycheck Protection Program ("PPP"), which is designed to aid eligible small and medium-sized businesses through federally-guaranteed loans distributed through certain banks, under the administration of the Small Business Administration ("SBA"). As of April 30, 2020,From the date the Company hadbegan accepting applications, April 3, 2020, through March 31, 2021, the Company secured authorization from the SBA to fund approximately 11,000and funded over 19,400 PPP loans totalingwith a carrying balance of approximately $3.5$4.8 billion. See Part I, Item 1, note 19 “Subsequent Events” of this Form 10-Q for the fiscal quarter ended March 31, 2020. PPP loans are forgivable under certain circumstances, including the borrower’s use of certain loan proceeds to fund employee payroll during the eight-weeka specific period (e.g., eight weeks, 24 weeks) following disbursement of the borrower’s PPP loan. AlthoughFrom the SBAloans originated under the program, the Company has issued some recent guidance regarding the reportinggenerated net fees of PPP loans by lenders as a prerequisite to receipt of lenders’ loan processing fees, the SBA has not yet issued definitive guidance as to the administration of the loan forgiveness and guaranty process and there can be no assurances as to such process or the timing or receipt of loan processing fees or guaranty proceeds. The Company estimates loan processing fees, net of deferred origination costs and agency fees as allowed by law,$143.1 million to be approximately 2.50% to 2.75% of the final loan principal balance, which would be recognized to net interest income over the life of the loans or shorter if repaid prior to maturity.PPP loan adjusted for estimated prepayments.

All of our three primary business segments community(community banking, specialty finance and wealth management,management), have been uniquely impacted and we expect will likely continue to be impacted by the COVID-19 pandemic, requiring the implementation of certain responses as circumstances evolve.  As non-exclusive examples of such impacts, our community banking business, including our mortgage business, has received and will continue to receive borrower requests for temporary payment relief including payment deferrals. As of March 31, 2021, loans totaling approximately $253.7 million were modified as a result of COVID-19 disruption to our borrowers. Our insurance premium finance business is impacted by certain state legislation prohibiting cancellingcanceling of insurance policies for designated periods. Our wealth management business is impacted by factors including increased stock market volatility.

52
Table of Contents
Given the significantcontinued uncertainty regarding future economic conditions, the Company has taken a number of actions to help ensure that it has adequate liquidity and capital to manage through the COVID-19 pandemic, including the temporary suspensionissuing fixed-rate reset non-cumulative perpetual preferred stock, Series E, liquidation preference $25,000 per share (the “Series E Preferred Stock”) as part of our common stock repurchase program.a public offering of depositary shares, each representing a 1/1,000th interest in a share of Series E Preferred Stock (the “Depositary Shares”). We believe the Company currently has adequate liquidity and capital to effectively manage through the COVID-19

pandemic. However, we will continue to prudently evaluate and expandavailable liquidity sources including the possible utilization of the PPP liquidity facility, if necessary.

We continue to monitor the impact of COVID-19 closely; however, the extent to which the COVID-19 pandemic will impact our operations and financial conditions isremains highly uncertain. Please also refer to Part II, Item 1A, “Risk Factors” of this Form 10-Q for additional information.

First Quarter Highlights

The Company recorded net income of $62.8$153.1 million for the first quarter of 20202021 compared to $89.1$62.8 million in the first quarter of 2019.2020. The results for the first quarter of 20202021 demonstrate continued momentum on our operating strengths, including steadystrong loan and deposit growth and increased revenue fromdriven by the Company's continued participation in the PPP, stable net interest income despite the current interest rate environment, significant production by the Company's mortgage banking business, and wealth management services, offset by increased provision fora release of credit losses primarily relatedreserves attributable to the implementation of CECL and the economic conditions created by the COVID-19 pandemic. Net interest income decreasedpositive changes in the current period as a result of a decreasemacroeconomic forecasts in net interest margin partially mitigated by continued loan growthaddition to improvement in the first quarter of 2020 compared to the same period of 2019.portfolio characteristics.

The Company increased its loan portfolio from $24.2 billion at March 31, 2019 and $26.8 billion at December 31, 2019 to $27.8 billion at March 31, 2020.2020 and $32.1 billion at December 31, 2020 to $33.2 billion at March 31, 2021. The increase in the current period compared to the prior periods was primarily a result of the Company’s participation in PPP lending as well as growth in several portfolios, including the commercial, industrial and other, commercial real estate commercial premium finance receivables and life insurance premium finance receivables portfolios. For more information regarding changes in the Company’s loan portfolio, see Financial Condition – Interest Earning Assets and Note 65 - Loans of the Consolidated Financial Statements in Item 1 of this report.

The Company recorded net interest income of $261.9 million in the first quarter of 2021 compared to $261.4 million in the first quarter of 2020 compared to $262.0 million2020. This slight increase in the first quarter of 2019. The nearly sustained level of net interest income recorded in the first quarter of 20202021 compared to the first quarter of 20192020 resulted primarily from growth in earning assets, specifically a $3.1$5.5 billion increase in average loans, and a $1.9 billionloans. The increase in other earningaverage earnings assets offset by a reduction in the yield on earning assets. This was partially offset by a $4.0 billion increasereduced net interest margin between periods. Net interest margin of 2.53% (2.54% on a fully taxable-equivalent basis, non-GAAP) in the average balancefirst quarter of interest-bearing liabilities at2021 compared to 3.12% (3.14% on a fully taxable-equivalent basis, non-GAAP) in the first quarter of 2020 was primarily due to lower costrates on earning assets in the first quarter of funds,2021 from the declining interest rate environment (see "Net Interest Income" for further detail).

Non-interest income totaled $186.5 million in the first quarter of 2021 compared to $113.2 million in the first quarter of 2020 compared to $81.7 million in the first quarter of 2019.2020. This increase was primarily the result of higher mortgage banking revenue and wealth management revenue (see “Non-Interest Income” for further detail).

Non-interest expense totaled $234.6$286.9 million in the first quarter of 2020,2021, increasing $20.3$52.2 million, or 9%22%, compared to the first quarter of 2019.2020. The increase compared to the first quarter of 20192020 was primarily attributable to higher salaryexpenses associated with the Company's long term incentive program and employee benefit costs caused by the addition of employees from acquisitions andhigher commissions related to its mortgage business due to increased staffing as the Company grows and increased equipment expenseorigination volume (see “Non-Interest Expense” for further detail).

Management considers the maintenance of adequate liquidity to be important to the management of risk. DuringAccordingly, during the first quarter of 2020,2021, the Company continued its practice of maintaining appropriate funding capacity to provide the Company with adequate liquidity for its ongoing operations. In this regard, the Company benefited from its strong deposit base, a liquid short-term investment portfolio and its access to funding from a variety of external funding sources. At March 31, 2020,2021, the Company had approximately $2.3$3.8 billion in overnight liquid funds and interest-bearing deposits with banks. Total cash inflows by the Company during the first quarter

53
Table of 2020 were offset by $204.3 million in cash collateral posted to unaffiliated derivative counterparties in which the Company held a net liability position in such derivative transactions as well as the origination of mortgage loans pending the ultimate sale of such loans into the secondary market following March 31, 2020.Contents


RESULTS OF OPERATIONS

Earnings Summary

The Company’s key operating measures and growth rates for the three months ended March 31, 2020,2021, as compared to the same period last year, are shown below:
Three months ended
(Dollars in thousands, except per share data)March 31,
2021		March 31,
2020		Percentage (%) or
Basis Point (bp) Change
Net income$153,148 $62,812 144 %
Pre-tax income, excluding provision for credit losses (non-GAAP) (2)
161,512 140,044 15 
Net income per common share—Diluted2.54 1.04 144 
Net revenue (1)
448,401 374,685 20 
Net interest income261,895 261,443 — 
Net interest margin2.53 %3.12 %(59)bps
Net interest margin - fully taxable-equivalent (non-GAAP) (2)
2.54 3.14 (60)
Net overhead ratio (3)
0.90 1.33 (43)
Return on average assets1.38 0.69 69 
Return on average common equity15.80 6.82 898 
Return on average tangible common equity (non-GAAP) (2)
19.49 8.73 1,076 
 Three months ended  
(Dollars in thousands, except per share data)March 31,
2020		 March 31,
2019		 Percentage (%) or
Basis Point (bp) Change
Net income$62,812
 $89,146
 (30)%
Pre-tax income, excluding provision for credit losses (non-GAAP) (2)
140,044
 129,269
 8
Pre-tax income, excluding provision for credit losses and MSR valuation adjustments (non-GAAP) (2)
150,441
 138,013
 9
Net income per common share—Diluted1.04
 1.52
 (32)
Net revenue (1)
374,685
 343,643
 9
Net interest income261,443
 261,986
 —
Net interest margin3.12% 3.70% (58)bp
Net interest margin - fully taxable-equivalent (non-GAAP) (2)
3.14
 3.72
 (58)
Net overhead ratio (3)
1.33
 1.72
 (39)
Return on average assets0.69
 1.16
 (47)
Return on average common equity6.82
 11.09
 (427)
Return on average tangible common equity (non-GAAP) (2)
8.73
 14.14
 (541)
At end of period
Total assets$45,682,202 $38,799,847 18 %
Total loans, excluding loans held-for-sale33,171,233 27,807,321 19 
Total loans, including loans held-for-sale34,431,426 28,464,255 21 
Total deposits37,872,652 31,461,660 20 
Total shareholders’ equity4,252,511 3,700,393 15 
Book value per common share (2)
$67.34 $62.13 8 
Tangible common book value per share (2)
55.42 50.18 10 
Market price per common share75.80 32.86 131 
Allowance for loan and unfunded lending-related commitment losses to total loans0.97 %0.91 %6 bps

(1)Net revenue is net interest income plus non-interest income.
(2)See following section titled, “Supplemental Non-GAAP Financial Measures/Ratios” for additional information on this performance measure/ratio.
At end of period     
Total assets$38,799,847
 $32,358,621
 20 %
Total loans, excluding loans held-for-sale27,807,321
 24,214,629
 15
Total loans, including loans held-for-sale28,464,255
 24,463,186
 16
Total deposits31,461,660
 26,804,742
 17
Total shareholders’ equity3,700,393
 3,371,972
 10
Book value per common share (2)
62.13
 57.33
 8
Tangible common book value per share (2)
50.18
 46.38
 8
Market price per common share32.86
 67.33
 (51)
Allowance for loan and unfunded lending-related commitment losses to total loans0.91% 0.66% 25 bp
(3)The net overhead ratio is calculated by netting total non-interest expense and total non-interest income, annualizing this amount, and dividing by that period’s total average assets. A lower ratio indicates a higher degree of efficiency.
(1)Net revenue is net interest income plus non-interest income.
(2)See following section titled, “Supplementary Financial Measures/Ratios” for additional information on this performance measure/ratio.
(3)The net overhead ratio is calculated by netting total non-interest expense and total non-interest income, annualizing this amount, and dividing by that period’s total average assets. A lower ratio indicates a higher degree of efficiency.

Certain returns, yields, performance ratios, and quarterly growth rates are “annualized” throughout this report to represent an annual time period. This is done for analytical purposes to better discern for decision-making purposes underlying performance trends when compared to full-year or year-over-year amounts. For example, balance sheet growth rates are most often expressed in terms of an annual rate. As such, 5% growth during a quarter would represent an annualized growth rate of 20%.

54

Table of Contents
SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES/RATIOS

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

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


55
Table of Contents
A reconciliation of certain non-GAAP performance measures and ratios used by the Company to evaluate and measure the Company’s performance to the most directly comparable GAAP financial measures is shown below:
Three Months Ended
 March 31,March 31,
(Dollars and shares in thousands)20212020
Reconciliation of Non-GAAP Net Interest Margin and Efficiency Ratio
(A) Interest Income (GAAP)$305,469 $344,067 
Taxable-equivalent adjustment:
 - Loans384 860 
 - Liquidity management assets500 551 
 - Other earning assets— 2 
(B) Interest Income (non-GAAP)$306,353 $345,480 
(C) Interest Expense (GAAP)43,574 82,624 
(D) Net Interest Income (GAAP) (A minus C)261,895 261,443 
(E) Net Interest Income, fully taxable-equivalent (non-GAAP) (B minus C)262,779 262,856 
Net interest margin (GAAP)2.53 %3.12 %
Net interest margin, fully taxable-equivalent (non-GAAP)2.54 3.14 
(F) Non-interest income$186,506 $113,242 
(G) Gains (losses) on investment securities, net1,154 (4,359)
(H) Non-interest expense286,889 234,641 
Efficiency ratio (H/(D+F-G))64.15 %61.90 %
Efficiency ratio (non-GAAP) (H/(E+F-G))64.02 %61.67 %
Reconciliation of Non-GAAP Tangible Common Equity ratio
Total shareholders’ equity (GAAP)$4,252,511 $3,700,393 
Less: Non-convertible preferred stock (GAAP)(412,500)(125,000)
Less: Intangible assets (GAAP)(680,052)(687,626)
(I) Total tangible common shareholders’ equity (non-GAAP)$3,159,959 $2,887,767 
(J) Total assets (GAAP)$45,682,202 $38,799,847 
Less: Intangible assets (GAAP)(680,052)(687,626)
(K) Total tangible assets (non-GAAP)$45,002,150 $38,112,221 
Common equity to assets ratio (GAAP) (L/J)8.4 %9.2 %
Tangible common equity ratio (non-GAAP) (I/K)7.0 %7.6 %
Reconciliation of tangible book value per common share
Total shareholders’ equity$4,252,511 $3,700,393 
Less: Preferred stock(412,500)(125,000)
(L) Total common equity$3,840,011 $3,575,393 
(M) Actual common shares outstanding57,023 57,545 
Book value per common share (L/M)$67.34 $62.13 
Tangible book value per common share (non-GAAP) (I/M)$55.42 $50.18 
Reconciliation of non-GAAP return on average tangible common equity
(N) Net income applicable to common shares$146,157 $60,762 
Add: Intangible asset amortization2,007 2,863 
Less: Tax effect of intangible asset amortization(522)(799)
After-tax intangible asset amortization$1,485 $2,064 
(O) Tangible net income applicable to common shares (non-GAAP)147,642 62,826 
Total average shareholders' equity4,164,890 3,710,169 
Less: Average preferred stock(412,500)(125,000)
(P) Total average common shareholders' equity$3,752,390 $3,585,169 
Less: Average intangible assets(680,805)(690,777)
(Q) Total average tangible common shareholders’ equity (non-GAAP)$3,071,585 $2,894,392 
Return on average common equity, annualized (N/P)15.80 %6.82 %
Return on average tangible common equity, annualized (non-GAAP) (O/Q)19.49 8.73 
Reconciliation of Non-GAAP Pre-Tax, Pre-Provision Income:
Income before taxes$206,859 $87,083 
Add: Provision for credit losses(45,347)52,961 
Pre-tax income, excluding provision for credit losses (non-GAAP)$161,512 $140,044 

56
 Three Months Ended
 March 31, March 31,
(Dollars and shares in thousands)2020 2019
Reconciliation of Non-GAAP Net Interest Margin and Efficiency Ratio   
(A) Interest Income (GAAP)$344,067
 $333,970
Taxable-equivalent adjustment:   
 - Loans860
 1,034
 - Liquidity Management Assets551
 565
 - Other Earning Assets2
 2
(B) Interest Income (non-GAAP)$345,480
 $335,571
(C) Interest Expense (GAAP)82,624
 71,984
(D) Net Interest Income (GAAP) (A minus C)261,443
 261,986
(E) Net Interest Income, fully taxable-equivalent (non-GAAP) (B minus C)262,856
 263,587
Net interest margin (GAAP)3.12% 3.70%
Net interest margin, fully taxable-equivalent (non-GAAP)3.14
 3.72
(F) Non-interest income$113,242
 $81,657
(G) (Losses) gains on investment securities, net(4,359) 1,364
(H) Non-interest expense234,641
 214,374
Efficiency ratio (H/(D+F-G))61.90% 62.63%
Efficiency ratio (non-GAAP) (H/(E+F-G))61.67% 62.34%
Reconciliation of Non-GAAP Tangible Common Equity ratio   
Total shareholders’ equity$3,700,393
 $3,371,972
Less: Non-convertible preferred stock(125,000) (125,000)
Less: Intangible assets(687,626) (620,224)
(I) Total tangible common shareholders’ equity$2,887,767
 $2,626,748
(J) Total assets$38,799,847
 $32,358,621
Less: Intangible assets(687,626) (620,224)
(K) Total tangible assets$38,112,221
 $31,738,397
Common equity to assets ratio (GAAP) (L/J)9.2% 10.0%
Tangible common equity ratio (non-GAAP) (I/K)7.6% 8.3%
Reconciliation of tangible book value per share   
Total shareholders’ equity$3,700,393
 $3,371,972
Less: Preferred stock(125,000) (125,000)
(L) Total common equity$3,575,393
 $3,246,972
(M) Actual common shares outstanding57,545
 56,639
Book value per common share (L/M)$62.13
 $57.33
Tangible common book value per share (non-GAAP) (I/M)$50.18
 $46.38
Table of Contents
Reconciliation of non-GAAP return on average tangible common equity   
(N) Net income applicable to common shares$60,762
 $87,096
Add: Intangible asset amortization2,863
 2,942
Less: Tax effect of intangible asset amortization(799) (731)
After-tax intangible asset amortization2,064
 2,211
(O) Tangible net income applicable to common shares (non-GAAP)62,826
 89,307
Total average shareholders' equity3,710,169
 3,309,078
Less: Average preferred stock(125,000) (125,000)
(P) Total average common shareholders' equity3,585,169
 3,184,078
Less: Average intangible assets(690,777) (622,240)
(Q) Total average tangible common shareholders’ equity (non-GAAP)2,894,392
 2,561,838
Return on average common equity, annualized (N/P)6.82% 11.09%
Return on average tangible common equity, annualized (non-GAAP)
(O/Q)
8.73% 14.14%

Reconciliation of Non-GAAP Pre-Tax, Pre-Provision Income and Pre-Tax, Pre-Provision, Pre-MSR Adjustment Income:  
Income before taxes$87,083
 $118,645
Add: Provision for credit losses52,961
 10,624
Pre-tax income, excluding provision for credit losses (non-GAAP)$140,044
 $129,269
Less: MSR valuation adjustment, net of (loss)/gain on derivative contract held as an economic hedge$(10,397) $(8,744)
Pre-tax income, excluding provision for credit losses and MSR valuation adjustments (non-GAAP)$150,441
 $138,013

Critical Accounting Policies

The Company’s Consolidated Financial Statements are prepared in accordance with GAAP in the United States and prevailing practices of the banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. Certain policies and accounting principles inherently have a greater reliance on the use of estimates, assumptions and judgments, and as such have a greater possibility that changes in those estimates and assumptions could produce financial results that are materially different than originally reported. Estimates, assumptions and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event, are based on information available as of the date of the financial statements; accordingly, as information changes, the financial statements could reflect different estimates and assumptions. Management views critical accounting policies to be those which are highly dependent on subjective or complex judgments, estimates and assumptions, and where changes in those estimates and assumptions could have a significant impact on the financial statements. Management currently views critical accounting policies to include the determination of the allowance for credit losses, including the allowance for loan losses, the allowance for unfunded commitment losses and the allowance for held-to-maturity securities losses, on lending-related commitments, loans acquired with evidence of credit quality deterioration since origination, estimations of fair value, the valuations required for impairment testing of goodwill, the valuation and accounting for derivative instruments and income taxes as the accounting areas that require the most subjective and complex judgments, and as such could be the most subject to revision as new information becomes available. For a more detailed discussion on these critical accounting policies, see “Summary of Critical Accounting Policies” beginning on page 5359 of the Company’s 20192020 Form 10-K.

The COVID-19 pandemic, specifically the uncertainty related to the ultimate magnitude of impact on the economy and banking industry, is expected to impact many of the estimates, assumptions and judgments noted above that are used by management. This could result in volatility in the related accounting estimates, which will directly impact the Company's financial results. Please refer to Management's Discussion and Analysis of Financial Condition and Results of Operation -Overview- Overview section of this report for additional discussion of the impact of the COVID-19 pandemic.

Net Income

Net income for the quarter ended March 31, 20202021 totaled $62.8$153.1 million, a decreasean increase of $26.3$90.3 million, or 30%144%, compared to the quarter ended March 31, 2019.2020. On a per share basis, net income for the first quarter of 20202021 totaled $1.04$2.54 per diluted common share compared to $1.52$1.04 for the first quarter of 2019.2020.

The most significant factors impactingincrease in net income for the first quarter of 20202021 as compared to the same period in the prior year includeis primarily attributable to increased mortgage banking revenue, a release of credit reserves attributable to positive changes in the Company’s macroeconomic forecasts in addition to improvement in portfolio characteristics and higher net interest income, partially offset by an increase in the provision for credit losses as a result of the adoption of CECL and economic conditions created by the COVID–19 pandemic as well as increased salaries and employee benefits expense. See "Net Interest Income", "Non-interest Income", "Non-interest Expense" and "Loan Portfolio and Asset Quality" for further detail.

Net Interest Income

The primary source of the Company’s revenue is net interest income. Net interest income is the difference between interest income and fees on earningsearning assets, such as loans and securities, and interest expense on the liabilities to fund those assets, including interest bearing deposits and other borrowings. The amount of net interest income is affected by both changes in the level of interest rates, and the amount and composition of earning assets and interest bearing liabilities.

57
Table of Contents

Quarter Ended March 31, 20202021 compared to the Quarters Ended December 31, 20192020 and March 31, 20192020

The following table presents a summary of the Company’s average balances, net interest income and related net interest margins, including a calculation on a fully taxable equivalent basis, for the first quarter of 20202021 as compared to the fourth quarter of 20192020 (sequential quarters) and first quarter of 20192020 (linked quarters):
 Average Balance
for three months ended,		Interest
for three months ended,		Yield/Rate
for three months ended,
(Dollars in thousands)Mar 31,
2021		Dec 31,
2020		Mar 31,
2020		Mar 31,
2021		Dec 31,
2020		Mar 31,
2020		Mar 31,
2021		Dec 31,
2020		Mar 31,
2020
Interest-bearing deposits with banks and cash equivalents(1)
$4,230,886 $4,381,040 $1,418,809 $1,199 $1,294 $4,854 0.11 %0.12 %1.38 %
Investment securities (2)
3,944,676 3,534,594 4,780,709 19,764 18,773 33,018 2.03 2.11 2.78 
FHLB and FRB stock135,758 135,569 114,829 1,745 1,775 1,577 5.21 5.21 5.52 
Liquidity management assets(3)(8)
$8,311,320 $8,051,203 $6,314,347 $22,708 $21,842 $39,449 1.11 %1.08 %2.51 %
Other earning assets(3)(4)(8)
20,370 18,716 19,166 125 130 167 2.50 2.79 3.50 
Mortgage loans held-for-sale1,151,848 893,395 403,262 9,036 6,357 3,165 3.18 2.83 3.16 
Loans, net of unearned
income(3)(5)(8)
32,442,927 31,783,279 26,936,728 274,484 280,509 302,699 3.43 3.51 4.52 
Total earning assets(8)
$41,926,465 $40,746,593 $33,673,503 $306,353 $308,838 $345,480 2.96 %3.02 %4.13 %
Allowance for loan and investment security losses(327,080)(336,139)(176,291)
Cash and due from banks366,413 344,536 321,982 
Other assets3,022,935 3,055,015 2,806,296 
Total assets$44,988,733 $43,810,005 $36,625,490 
NOW and interest-bearing demand deposits$3,493,451 $3,320,527 $3,113,733 $901 $1,074 $3,665 0.10 %0.13 %0.47 %
Wealth management deposits4,156,398 4,066,948 2,838,719 7,351 7,436 6,935 0.72 0.73 0.98 
Money market accounts9,335,920 9,435,344 7,990,775 2,865 3,740 22,363 0.12 0.16 1.13 
Savings accounts3,587,566 3,413,388 3,189,835 430 773 5,790 0.05 0.09 0.73 
Time deposits4,875,392 5,043,558 5,526,407 16,397 19,579 28,682 1.36 1.54 2.09 
Interest-bearing deposits$25,448,727 $25,279,765 $22,659,469 $27,944 $32,602 $67,435 0.45 %0.51 %1.20 %
Federal Home Loan Bank advances1,228,433 1,228,425 951,613 4,840 4,952 3,360 1.60 1.60 1.42 
Other borrowings518,188 510,725 469,577 2,609 2,779 3,546 2.04 2.16 3.04 
Subordinated notes436,532 436,433 436,119 5,477 5,509 5,472 5.02 5.05 5.02 
Junior subordinated debentures253,566 253,566 253,566 2,704 2,742 2,811 4.27 4.23 4.39 
Total interest-bearing liabilities$27,885,446 $27,708,914 $24,770,344 $43,574 $48,584 $82,624 0.63 %0.70 %1.34 %
Non-interest-bearing deposits11,811,194 10,874,912 7,235,177 
Other liabilities1,127,203 1,175,893 909,800 
Equity4,164,890 4,050,286 3,710,169 
Total liabilities and shareholders’ equity$44,988,733 $43,810,005 $36,625,490 
Interest rate spread(6)(8)
2.33 %2.32 %2.79 %
Less: Fully tax-equivalent adjustment(884)(857)(1,413)(0.01)(0.01)(0.02)
Net free funds/contribution(7)
$14,041,019 $13,037,679 $8,903,159 0.21 0.22 0.35 
Net interest income/ margin (GAAP)(8)
$261,895 $259,397 $261,443 2.53 %2.53 %3.12 %
Fully taxable-equivalent adjustment884 857 1,413 0.01 0.01 0.02 
Net interest income/margin, fully taxable-equivalent (non-GAAP)(8)
$262,779 $260,254 $262,856 2.54 %2.54 %3.14 %
(1)Includes interest-bearing deposits with banks, federal funds sold and securities purchased under resale agreements.
(2)Investment securities includes investment securities classified as available-for-sale and held-to-maturity, and equity securities with readily determinable fair values. Equity securities without readily determinable fair values are included within other assets.
(3)Interest income on tax-advantaged loans, trading securities and investment securities reflects a tax-equivalent adjustment based on the marginal federal corporate tax rate in effect as of the applicable period. The total adjustments for the three months ended March 31, 2021, December 31, 2020 and March 31, 2020 were $884,000, $857,000and $1.4 million, respectively.
(4)Other earning assets include brokerage customer receivables and trading account securities.
(5)Loans, net of unearned income, include non-accrual loans.
(6)Interest rate spread is the difference between the yield earned on earning assets and the rate paid on interest-bearing liabilities.
(7)Net free funds are the difference between total average earning assets and total average interest-bearing liabilities. The estimated contribution to net interest margin from net free funds is calculated using the rate paid for total interest-bearing liabilities.
(8)See “Supplemental Non-GAAP Financial Measures/Ratios” for additional information on this performance ratio.
58
 
Average Balance
for three months ended,
 
Interest
for three months ended,
 
Yield/Rate
for three months ended,
(Dollars in thousands)Mar 31,
2020		 Dec 31,
2019		 Mar 31,
2019		 Mar 31,
2020		 Dec 31,
2019		 Mar 31,
2019		 Mar 31,
2020		 Dec 31,
2019		 Mar 31,
2019
Interest-bearing deposits with banks and cash equivalents(1)
$1,418,809
 $2,206,251
 $897,629
 $4,854
 $9,361
 $5,300
 1.38 % 1.68 % 2.39 %
Investment securities (2)
4,780,709
 3,909,699
 3,630,577
 33,018
 28,184
 28,521
 2.78
 2.86
 3.19
FHLB and FRB stock114,829
 94,843
 94,882
 1,577
 1,328
 1,355
 5.52
 5.55
 5.79
Liquidity management assets(3)(8)
$6,314,347
 $6,210,793
 $4,623,088
 $39,449
 $38,873
 $35,176
 2.51 % 2.48 % 3.09 %
Other earning assets(3)(4)(8)
19,166
 18,353
 13,591
 167
 176
 165
 3.50
 3.83
 4.91
Mortgage loans held-for-sale403,262
 381,878
 188,190
 3,165
 3,201
 2,209
 3.16
 3.33
 4.76
Loans, net of unearned
income(3)(5)(8)
26,936,728
 26,137,722
 23,880,916
 302,699
 308,947
 298,021
 4.52
 4.69
 5.06
Total earning assets(8)
$33,673,503
 $32,748,746
 $28,705,785
 $345,480
 $351,197
 $335,571
 4.13 % 4.25 % 4.74 %
Allowance for loan losses(176,291) (167,759) (157,782)            
Cash and due from banks321,982
 316,631
 283,019
            
Other assets2,806,296
 2,747,572
 2,385,149
            
Total assets$36,625,490
 $35,645,190
 $31,216,171
            
                  
NOW and interest bearing demand deposits$3,113,733
 $3,016,991
 $2,803,338
 $3,665
 $4,622
 $4,613
 0.47 % 0.61 % 0.67 %
Wealth management deposits2,838,719
 2,934,292
 2,614,035
 6,935
 7,867
 7,000
 0.98
 1.06
 1.09
Money market accounts7,990,775
 7,647,635
 5,915,525
 22,363
 25,603
 19,460
 1.13
 1.33
 1.33
Savings accounts3,189,835
 3,028,763
 2,715,422
 5,790
 6,145
 4,249
 0.73
 0.80
 0.63
Time deposits5,526,407
 5,682,449
 5,267,796
 28,682
 30,487
 25,654
 2.09
 2.13
 1.98
Interest-bearing deposits$22,659,469
 $22,310,130
 $19,316,116
 $67,435
 $74,724
 $60,976
 1.20 % 1.33 % 1.29 %
Federal Home Loan Bank advances951,613
 596,594
 594,335
 3,360
 1,461
 2,450
 1.42
 0.97
 1.67
Other borrowings469,577
 415,092
 465,571
 3,546
 3,273
 3,633
 3.04
 3.13
 3.16
Subordinated notes436,119
 436,025
 139,217
 5,472
 5,504
 1,775
 5.02
 5.05
 5.10
Junior subordinated debentures253,566
 253,566
 253,566
 2,811
 2,890
 3,150
 4.39
 4.46
 4.97
Total interest-bearing liabilities$24,770,344
 $24,011,407
 $20,768,805
 $82,624
 $87,852
 $71,984
 1.34 % 1.45 % 1.40 %
Non-interest bearing deposits7,235,177
 7,128,166
 6,444,378
            
Other liabilities909,800
 883,433
 693,910
            
Equity3,710,169
 3,622,184
 3,309,078
            
Total liabilities and shareholders’ equity$36,625,490
 $35,645,190
 $31,216,171
            
Interest rate spread(6)(8)
            2.79 % 2.80 % 3.34 %
Less: Fully tax-equivalent adjustment      (1,413) (1,466) (1,601) (0.02) (0.02) (0.02)
Net free funds/contribution(7)
$8,903,159
 $8,737,339
 $7,936,980
       0.35
 0.39
 0.38
Net interest income/ margin  (GAAP)(8)
      $261,443
 $261,879
 $261,986
 3.12 % 3.17 % 3.70 %
Fully taxable-equivalent adjustment      1,413
 1,466
 1,601
 0.02
 0.02
 0.02
Net interest income/margin, fully taxable-equivalent (non-GAAP)(8)
      $262,856
 $263,345
 $263,587
 3.14 % 3.19 % 3.72 %
(1)Includes interest-bearing deposits with banks, federal funds sold and securities purchased under resale agreements.
(2)Investment securities includes investment securities classified as available-for-sale and held-to-maturity, and equity securities with readily determinable fair values. Equity securities without readily determinable fair values are included within other assets.
(3)
Interest income on tax-advantaged loans, trading securities and investment securities reflects a tax-equivalent adjustment based on the marginal federal corporate tax rate in effect as of the applicable period. The total adjustments for the three months ended March 31, 2020, December 31, 2019 and March 31, 2019 were $1.4 million, $1.5 millionand $1.6 million, respectively.
(4)Other earning assets include brokerage customer receivables and trading account securities.
(5)Loans, net of unearned income, include non-accrual loans.
(6)Interest rate spread is the difference between the yield earned on earning assets and the rate paid on interest-bearing liabilities.
(7)Net free funds are the difference between total average earning assets and total average interest-bearing liabilities. The estimated contribution to net interest margin from net free funds is calculated using the rate paid for total interest-bearing liabilities.
(8)See “Supplemental Financial Measures/Ratios” for additional information on this performance ratio.

For the first quarter of 2020,2021, net interest income totaled $261.4$261.9 million, a decreasean increase of $0.4$2.5 million as compared to the fourth quarter of 2019,2020, and a decreasean increase of $543,000$452,000 as compared to the first quarter of 2019.2020. Net interest margin was 2.53% (2.54% on a fully taxable-equivalent basis, non-GAAP) during the first quarter of 2021 compared to 2.53% (2.54% on a fully taxable-equivalent basis, non-GAAP) during the fourth quarter of 2020, and 3.12% (3.14% on a fully taxable-equivalent basis, non-GAAP) during the first quarter of 2020 compared to 3.17% (3.19% on a fully taxable-equivalent basis, non-GAAP) during the fourth quarter of 2019, and 3.70% (3.72% on a fully taxable-equivalent basis, non-GAAP) during the first quarter of 2019.2020.

Analysis of Changes in Net Interest Income (GAAP)

The following table presents an analysis of the changes in the Company’s net interest income comparing the three month periods ended March 31, 20202021 to each of the three month periods ended December 31, 20192020 and March 31, 2019.2020. The reconciliations set forth the changes in the GAAP-derived net interest income as a result of changes in volumes, changes in rates and differing number of days in each period:
First Quarter
of 2021
Compared to
Fourth Quarter
of 2020		First Quarter
of 2021
Compared to
First Quarter
of 2020
(In thousands)
Net interest income (GAAP) for comparative period$259,397 $261,443 
Change due to mix and growth of earning assets and interest-bearing liabilities (volume)8,757 61,586 
Change due to interest rate fluctuations (rate)(494)(58,229)
Change due to number of days in each period(5,765)(2,905)
Net interest income (GAAP) for the period ended March 31, 2021$261,895 $261,895 
Fully taxable-equivalent adjustment884 884 
Net interest income, fully taxable-equivalent (non-GAAP)$262,779 $262,779 
 
First Quarter
of 2020
Compared to
Fourth Quarter
of 2019
 
First Quarter
of 2020
Compared to
First Quarter
of 2019
(In thousands) 
Net interest income (GAAP) for comparative period$261,879
 $261,986
Change due to mix and growth of earning assets and interest-bearing liabilities (volume)5,504
 34,620
Change due to interest rate fluctuations (rate)(3,062) (38,042)
Change due to number of days in each period(2,878) 2,879
Net interest income (GAAP) for the period ended March 31, 2020$261,443
 $261,443
Fully taxable-equivalent adjustment1,413
 1,413
Net interest income, fully taxable-equivalent (non-GAAP)$262,856
 $262,856


Non-interest Income

The following table presents non-interest income by category for the periods presented:
Three Months Ended 
$
Change
 
%
Change
Three Months Ended$
Change		%
Change
(Dollars in thousands)March 31,
2020		 March 31,
2019		 (Dollars in thousands)March 31,
2021		March 31,
2020
Brokerage$5,281
 $4,516
 $765
 17%Brokerage$5,040 $5,281 $(241)(5)%
Trust and asset management20,660
 19,461
 1,199
 6
Trust and asset management24,269 20,660 3,609 17 
Total wealth management25,941
 23,977
 1,964
 8
Total wealth management29,309 25,941 3,368 13 
Mortgage banking48,326
 18,158
 30,168
 NM
Mortgage banking113,494 48,326 65,168 135 
Service charges on deposit accounts11,265
 8,848
 2,417
 27
Service charges on deposit accounts12,036 11,265 771 7 
(Losses) gains on investment securities, net(4,359) 1,364
 (5,723) NM
Gains (losses) on investment securities, netGains (losses) on investment securities, net1,154 (4,359)5,513 NM
Fees from covered call options2,292
 1,784
 508
 28
Fees from covered call options— 2,292 (2,292)(100)
Trading (losses) gains, net(451) (171) (280) NM
Trading gains (losses), netTrading gains (losses), net419 (451)870 NM
Operating lease income, net11,984
 10,796
 1,188
 11
Operating lease income, net14,440 11,984 2,456 20 
Other:       Other:
Interest rate swap fees6,066
 2,831
 3,235
 NM
Interest rate swap fees2,488 6,066 (3,578)(59)
BOLI(1,284) 1,591
 (2,875) NM
BOLI1,124 (1,284)2,408 NM
Administrative services1,112
 1,030
 82
 8
Administrative services1,256 1,112 144 13 
Foreign currency remeasurement (losses) gains(151) 464
 (615) NM
Foreign currency remeasurement gains (losses)Foreign currency remeasurement gains (losses)99 (151)250 NM
Early pay-offs of capital leases74
 5
 69
 NM
Early pay-offs of capital leases(52)74 (126)NM
Miscellaneous12,427
 10,980
 1,447
 13
Miscellaneous10,739 12,427 (1,688)(14)
Total Other18,244
 16,901
 1,343
 8
Total Other15,654 18,244 (2,590)(14)
Total Non-interest Income$113,242
 $81,657
 $31,585
 39%Total Non-interest Income$186,506 $113,242 $73,264 65 %
NM - Not meaningful.

Notable contributions to the change in non-interest income are as follows:

Wealth management revenue increased in the first quarter of 20202021 as compared to the first quarter of 20192020 due to increasedan increase in trust and asset management fees. Trust and asset management fees are based primarily on the market value of the assets under management or administration as well as the volume of tax-deferred like-kind exchange services provided during a period. Such
59
Table of Contents
revenue increased in the first quarter of 2021 primarily as a result of market appreciation related to managed money accounts with fees based on assets under management and brokerage commissions.higher asset levels from new customers and new financial advisors as compared to the first quarter of 2020. Wealth management revenue is comprised of the trust and asset management revenue of The Chicago Trust Company and Great Lakes Advisors, the brokerage commissions, managed money fees and insurance

product commissions atof Wintrust Investments and fees from tax-deferred like-kind exchange services provided by the Chicago Deferred Exchange Company.

Service charges on deposits increased in the first quarter of 2020 as compared to the first quarter of 2019 due to increased account analysis fees.

The Company recognized net losses recognizedgains on investment securities in the first quarter of 2020 were2021 and net losses in the first quarter of 2020. This difference was primarily a result of unrealized gains in the first quarter of 2021 compared to unrealized losses in the first quarter of 2020 from market appreciation on market sensitive equity securities with readily determinable fair value.
sensitive securities held by the Company.

Other non-interestOperating lease income increased in the first quarter of 20202021 as compared to the first quarter of 20192020. This increase is primarily due to increased interest rate swap fees, partially offset by market lossesa $1.5 million gain recognized on BOLI investments related to non-qualified deferred compensation accounts recordedsale of lease assets in BOLI income.the first quarter of 2021.

Mortgage banking revenue increased in the first quarter of 20202021 as compared to the first quarter of 20192020 as a result of recognizing $17.4 million of derivative income associated with mandatory commitments to fund originationsan increase in loans originated for sale andresulting in higher production revenue. Mortgage loans originated for sale totaled $2.2 billion in the first quarter of 2021 as compared to $1.2 billion in the first quarter of 2020 as compared to $678.5 million in the first quarter of 2019.2020. Mortgage banking revenue includes revenue from activities related to originating, selling and servicing residential real estate loans for the secondary market. Mortgage revenue is also impacted by changes in the fair value of MSRs. The Company records MSRs at fair value on a recurring basis.

During the first quarter of 2020,2021, the fair value of the mortgage servicing rights portfolio decreasedincreased due to increased capitalization of $24.6 million during the first quarter and a negativepositive fair value adjustment of $14.6 million as well as$18.0 million. This was partially offset due to a reduction in value of $7.0$10.2 million due to payoffs and paydowns of the existing portfolio, partially offset by the gain on interest rate swaps held as an economic hedge of $4.2 million and the capitalization of MSRs in the current period of $9.4 million.portfolio. Starting in 2019, the Company purchased options and entered into interest rate swaps to economically hedge a portion of the fair value changes recorded in earnings related to its MSRs portfolio. During the second quarter of 2020, the Company terminated these interest rate swaps. There were no such options or interest rate swaps outstanding as of March 31, 2020. As2021.
60
Table of March 31, 2020, the Company held four interest rate swaps with an aggregate notional value of $55.0 million for such purpose of economically hedging a portion of the fair value adjustment related to its mortgage servicing rights portfolio.Contents

The table below presents additional selected information regarding mortgage banking for the respective periods.
Three Months Ended
(Dollars in thousands)March 31,
2021		March 31,
2020
Originations:
Retail originations$1,641,664 $773,144 
Veterans First originations580,303 442,957 
Total originations for sale (A)$2,221,967 $1,216,101 
Originations for investment321,858 73,727 
Total originations$2,543,825 $1,289,828 
Purchases as a percentage of originations for sale27 %37 %
Refinances as a percentage of originations for sale73 63 
Total100 %100 %
Production Margin:
Production revenue (B) (1)
$71,282 $49,327 
Production margin (B/A)3.21 %4.06 %
Mortgage Servicing:
Loans serviced for others (C)$11,530,676 $8,314,634 
MSRs, at fair value (D)124,316 73,504 
Percentage of MSRs to loans serviced for others (D/C)1.08 %0.88 %
Servicing income$9,636 $7,031 
Components of MSR:
MSR - current period capitalization$24,616 $9,447 
MSR - collection of expected cash flow - paydowns(728)(547)
MSR - collection of expected cash flow - payoffs(9,440)(6,476)
Valuation:
MSR - changes in fair value model assumptions18,045 (14,557)
Gain on derivative contract held as an economic hedge, net— 4,160 
MSR valuation adjustment, net of gain on derivative contract held as an economic hedge$18,045 $(10,397)
Summary of Mortgage Banking Revenue:
Production revenue (1)
$71,282 $49,327 
Servicing income9,636 7,031 
MSR activity32,493 (7,973)
Other83 (59)
Total mortgage banking revenue$113,494 $48,326 
  Three Months Ended
(Dollars in thousands) March 31,
2020		 March 31,
2019
Originations:    
Retail originations $773,144
 $365,602
Correspondent originations —
 148,100
Veterans First originations 442,957
 164,762
Total originations for sale (A) $1,216,101
 $678,464
Originations for investment 73,727
 93,689
Total originations $1,289,828
 $772,153
     
Purchases as a percentage of originations for sale 37% 67%
Refinances as a percentage of originations for sale 63
 33
Total 100% 100%
     
Mandatory commitments to fund originations for sale(1)
 $1,375,162
 $285,917
     
Production Margin:    
Production revenue (B) (2)
 $31,964
 $16,942
Production margin (B/A) 2.63% 2.50%
     
Mortgage Servicing:    
Loans serviced for others (C) $8,314,634
 $7,014,269
MSRs, at fair value (D) 73,504
 71,022
Percentage of MSRs to loans serviced for others (D/C) 0.88% 1.01%
Servicing income $7,031
 $5,460
     
Components of Mortgage Banking Revenue:    
MSR current period capitalization 9,447
 6,580
MSR collection of expected cash flow - paydowns (547) (505)
MSR collection of expected cash flow - payoffs (6,477) (1,492)
Valuation:    
MSR changes in fair value model assumptions (14,557) (8,744)
Gain on derivative contract held as an economic hedge, net 4,160
 —
MSR valuation adjustment, net of gain on derivative contract held as an economic hedge (10,397) (8,744)
(1)Production revenue represents revenue earned from the origination and subsequent sale of mortgages, including gains on loans sold and fees from originations, changes in derivative activity, processing and other related activities, and excludes servicing fees, changes in the fair value of servicing rights and changes to the mortgage recourse obligation and other non-production revenue.
(1)Certain volume adjusted for the estimated pull-through rate of the loan, which represents the Company’s best estimate of the likelihood that a committed loan will ultimately fund.
(2)Production revenue represents revenue earned from the origination and subsequent sale of mortgages, including gains on loans sold and fees from originations, processing and other related activities, and excludes servicing fees, changes in the fair value of servicing rights. Excludes changes to the mortgage recourse obligation, derivative income from interest rate lock commitments and other non-production revenue.

The Company has typically written call options with terms of less than three months against certain U.S. Treasury and agency securities held in its portfolio for liquidity and other purposes. Management has entered into these transactions with the goal of economically hedging security positions and enhancing its overall return on its investment portfolio by using fees generated from these options to compensate for net interest margin compression. These option transactions are designed to mitigate overall interest rate risk and do not qualify as hedges pursuant to accounting guidance. There were no outstanding call option contracts at March 31, 20202021 and March 31, 2019.2020.


Miscellaneous revenue decreased in the first quarter of 2021 as compared to the first quarter of 2020 due to a decrease in syndication fees and other miscellaneous income, partially offset by increased partnership income.


61


Table of Contents

Non-interest Expense

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

Three months ended 
$
Change
 
%
Change
Three months ended$
Change		%
Change
(Dollars in thousands)March 31,
2020		 March 31,
2019		 (Dollars in thousands)March 31,
2021		March 31,
2020
Salaries and employee benefits:       Salaries and employee benefits:
Salaries$81,286
 $74,037
 $7,249
 10 %Salaries$91,053 $81,286 $9,767 12 %
Commissions and incentive compensation31,575
 31,599
 (24) 0
Commissions and incentive compensation61,367 31,575 29,792 94 
Benefits23,901
 20,087
 3,814
 19
Benefits28,389 23,901 4,488 19 
Total salaries and employee benefits136,762
 125,723
 11,039
 9
Total salaries and employee benefits180,809 136,762 44,047 32 
Equipment14,834
 11,770
 3,064
 26
Equipment20,912 14,834 6,078 41 
Operating lease equipment depreciation9,260
 8,319
 941
 11
Operating lease equipment depreciation10,771 9,260 1,511 16 
Occupancy, net17,547
 16,245
 1,302
 8
Occupancy, net19,996 17,547 2,449 14 
Data processing8,373
 7,525
 848
 11
Data processing6,048 8,373 (2,325)(28)
Advertising and marketing10,862
 9,858
 1,004
 10
Advertising and marketing8,546 10,862 (2,316)(21)
Professional fees6,721
 5,556
 1,165
 21
Professional fees7,587 6,721 866 13 
Amortization of other intangible assets2,863
 2,942
 (79) (3)Amortization of other intangible assets2,007 2,863 (856)(30)
FDIC insurance4,135
 3,576
 559
 16
FDIC insurance6,558 4,135 2,423 59 
OREO expense, net(876) 632
 (1,508) NM
OREO expense, net(251)(876)625 (71)
Other:       Other:
Commissions—3rd party brokers865
 718
 147
 20
Commissions—3rd party brokers846 865 (19)(2)
Postage1,949
 2,450
 (501) (20)Postage1,743 1,949 (206)(11)
Miscellaneous21,346
 19,060
 2,286
 12
Miscellaneous21,317 21,346 (29)— 
Total other24,160
 22,228
 1,932
 9
Total other23,906 24,160 (254)(1)
Total Non-interest Expense$234,641
 $214,374
 $20,267
 9 %Total Non-interest Expense$286,889 $234,641 $52,248 22 %
NM - Not meaningful.

Notable contributions to the change in non-interest expense are as follows:

SalariesTotal salaries and employee benefits expense increased in the first quarter of 20202021 compared to the first quarter of 20192020 primarily due to increased salaries and commissions and incentive compensation expense. Salaries increased as a result of the addition of employees from acquisitions, increased staffing ascosts to support mortgage origination and investment in technology related services to satisfy customer demands and create efficiencies in operations. Commissions and incentive compensation increased primarily due to higher expenses associated with the Company growsCompany’s long term incentive program and higher employee benefits.commissions related to its mortgage and wealth management businesses.

Equipment expense increased in the first quarter of 20202021 compared to the first quarter of 20192020 as a result of higher software license fees and software and computer depreciation expense.

Other miscellaneousData processing expense decreased in the first quarter of 2021 compared to the first quarter of 2020 as the majority of conversion charges related to previously completed acquisitions was recognized in 2020.

Advertising and marketing expenses decreased in the first quarter of 2021 compared to the first quarter of 2020 as a result of decreased sponsorship costs due to the cancellation of events, including sports sponsorships, as a result of the COVID-19 pandemic. Marketing costs are incurred to promote the Company's brand, commercial banking capabilities and various products, and to attract loans and deposits and announce new branch openings as well as the expansion of the Company's non-bank businesses. The level of marketing expenditures depends on the timing of sponsorship programs utilized, which are determined based on the market area, targeted audience, competition and various other factors.

FDIC insurance expense increased in the first quarter of 20202021 compared to the first quarter of 20192020 as a result of various other expenses. Miscellaneous expense includes ATM expenses, correspondenthigher assessment rates impacted by declines in the Tier 1 Leverage Ratio at the Company's bank charges, directors' fees, telephone, travel and entertainment, corporate insurance, dues and subscriptions, problem loan expenses, operating losses and lending origination costs that are not deferred.affiliates as a result of asset growth, including PPP loans.


62
Table of Contents
Income Taxes

The Company recorded income tax expense of $53.7 million in the first quarter of 2021 compared to $24.3 million in the first quarter of 2020 compared to $29.5 million2020. The effective tax rates were 25.97% in the first quarter of 2019. The effective tax rates were2021 compared to 27.87% in the first quarter of 2020 compared to 24.86% in the first quarter of 2019.2020.

The effective tax rates in these quarterly periods were significantly impacted by the tax benefitseffects related to share-based compensation. In the first quarter of 2020, the actual tax benefits were $486,000 lower than the expected tax benefits and in the first quarter of 2019, the actual tax benefits exceeded the expected tax benefits by $1.6 million. Actual tax benefits arecompensation which fluctuate based on the Company's stock price when stock options are exercised or restricted share and performance-­based stock awards are vested, while the expected tax benefits from these awards are based on the fair value of the awards when they are granted. The impact of the difference in tax benefit from share based awards is expected to be higher in the first quarter of each year when the majority of the Company's shared-based awards vest, and will fluctuate throughout the year based on the Company'sCompany’s stock price and timing of employee stock option exercises and vesting of other share-based awards. The Company recorded tax benefits of $1.3 million in the first quarter of 2021 and additional tax expense of $486,000 in the first quarter of 2020 related to share-based compensation.


Operating Segment Results

As described in Note 1413 to the Consolidated Financial Statements in Item 1, the Company’s operations consist of three primary segments: community banking, specialty finance and wealth management. The Company’s profitability is primarily dependent on the net interest income, provision for credit losses, non-interest income and operating expenses of its community banking segment. For purposes of internal segment profitability, management allocates certain intersegment and parent company balances. Management allocates a portion of revenues to the specialty finance segment related to loans and leases originated by the specialty finance segment and sold or assigned to the community banking segment. Similarly, for purposes of analyzing the contribution from the wealth management segment, management allocates a portion of the net interest income earned by the community banking segment on deposit balances of customers of the wealth management segment to the wealth management segment. Finally, expenses incurred at the Wintrust parent company are allocated to each segment based on each segment's risk-weighted assets.

The community banking segment’s net interest income for the quarter ended March 31, 20202021 totaled $206.8$203.5 million as compared to $211.4$206.8 million for the same period in 2019,2020, a decrease of $4.6$3.3 million, or 2%. The decrease in the three month period is primarily attributable to compression of the net interest margin attributable to the decrease in interest rates in the environment. The community banking segment’s non-interest income totaled $81.0$147.3 million in the first quarter of 2020,2021, an increase of $32.7$66.3 million, or 68%82%, when compared to the first quarter of 20192020 total of $48.3$81.0 million. The increase in the three month period is primarily the result of increased mortgage banking revenue from significantly increased mortgage originations during 2021. A release of credit reserves of $46.6 million was recorded in the current period.community banking segment’s provision for credit losses for the quarter ended March 31, 2021, compared to a provision for credit losses of $51.7 million for the same period in 2020. The decrease in provision for credit losses of $98,249 was attributable to positive changes in the macroeconomic forecasts in addition to improvement in portfolio characteristics. The community banking segment’s net income for the quarter ended March 31, 20202021 totaled $34.6$121.8 million, a decreasean increase of $25.7$87.2 million as compared to net income in the first quarter of 20192020 of $60.3$34.6 million. The decrease in net income is primarily attributable to higher provision for credit losses in the first quarter of 2020 due to the implementation of CECL and the economic conditions created by the COVID-19 pandemic. Please refer to Management's Discussion and Analysis of Financial Condition and Results of Operation -Overview section of this report for additional discussion of the impact of the COVID-19 pandemic.

The specialty finance segment's net interest income totaled $40.7$44.9 million for the quarter ended March 31, 2020,2021, compared to $37.7$40.7 million for the same period in 2019,2020, an increase of $3.0$4.2 million, or 8%10%. The increase is primarily attributable to growth in earning assets on the premium finance receivables portfolios. The specialty finance segment’s non-interest income totaled $21.3$23.1 million and $19.6$21.3 million for the three month periods ended March 31, 20202021 and 2019,2020, respectively. The increase in non-interest income in the current yearthree month period is primarily the result of higher originations and increased balances related to the commercial premium finance portfolio and growth in business from the Company's leasing division. Our commercial premium finance operations, life insurance finance operations, lease financing operations and accounts receivable finance operations accounted for 35%41%, 38%28%, 23%27% and 4%, respectively, of the total revenues of our specialty finance business for the three month period ended March 31, 2020.2021. The net income of the specialty finance segment for the quarter ended March 31, 20202021 totaled $22.1$23.9 million as compared to $21.8$22.1 million for the quarter ended March 31, 2019.2020.

The wealth management segment reported net interest income of $7.8$7.4 million for the first quarter of 20202021 compared to $7.5$7.8 million in the same quarter of 2019, an increase2020, a decrease of $290,000,$343,000, or 4%. Net interest income for this segment is primarily comprised of an allocation of the net interest income earned by the community banking segment on non-interest bearingnon-interest-bearing and interest-bearing wealth management customer account balances on deposit at the banks. Wealth management customer account balances on deposit at the banks averaged $1.8$2.2 billion and $1.7$1.8 billion in the first three months of 20202021 and 2019,2020, respectively. This segment recorded non-interest income of $30.3 million for the first quarter of 2021 compared to $24.1 million for the first quarter of 2020 compared to $25.0 million for the first quarter of 2019.2020. Distribution of wealth management services through each bank continues to be a focus of the Company. The Company is committed to growing the wealth management segment in order to better service its customers and create a more diversified revenue stream. The wealth management segment’s net income totaled $7.4 million for the first quarter of 2021 compared to $6.1 million for the first quarter of 2020 compared to $7.0 million for the first quarter2020.

63
Table of 2019.Contents

Financial Condition

Total assets were $38.8$45.7 billion at March 31, 2020,2021, representing an increase of $6.4$6.9 billion, or 20%18%, when compared to March 31, 20192020 and an increase of approximately $2.2 billion,$601.4 million, or 24%5% on an annualized basis, when compared to December 31, 2019.2020. Total funding, which includes deposits, all notes and advances, including secured borrowings and the junior subordinated debentures, was $40.3 billion at March 31, 2021, $39.5 billion at December 31, 2020, and $33.8 billion at March 31, 2020, $31.9 billion at December 31, 2019, and $28.1 billion at March 31, 2019.2020. See Notes 4, 5, 6,9, 10 11 and 1211 of the Consolidated Financial Statements presented under Item 1 of this report for additional period-end detail on the Company’s interest-earning assets and funding liabilities.


Interest-Earning Assets

The following table sets forth, by category, the composition of average earning asset balances and the relative percentage of total average earning assets for the periods presented:
Three Months Ended
March 31, 2021December 31, 2020March 31, 2020
(Dollars in thousands)BalancePercentBalancePercentBalancePercent
Mortgage loans held-for-sale$1,151,848 3 %$893,395 2 %$403,262 1 %
Loans, net of unearned income
Commercial, excluding PPP$9,180,308 22 %$8,904,090 22 %$8,414,315 25 %
Commercial - PPP3,087,825 7 3,098,424 8 — — 
Commercial real estate8,497,091 20 8,481,722 20 8,125,827 24 
Home equity408,565 1 434,424 1 499,369 1 
Residential real estate1,300,871 3 1,131,728 3 1,243,031 4 
Premium finance receivables9,910,388 24 9,646,725 24 8,591,980 26 
Other loans57,879 — 86,166 — 62,206 — 
Total average loans (1)
$32,442,927 77 %$31,783,279 78 %$26,936,728 80 %
Liquidity management assets (2)
8,311,320 20 8,051,203 20 6,314,347 19 
Other earning assets (3)
20,370 — 18,716 — 19,166 — 
Total average earning assets$41,926,465 100 %$40,746,593 100 %$33,673,503 100 %
Total average assets$44,988,733 $43,810,005 $36,625,490 
Total average earning assets to total average assets93 %93 %92 %
 Three Months Ended
 March 31, 2020 December 31, 2019 March 31, 2019
(Dollars in thousands)Balance Percent Balance Percent Balance Percent
Mortgage loans held-for-sale$403,262
 1% $381,878
 1% $188,190
 1%
Loans, net of unearned income           
Commercial$8,414,315
 25% $8,126,776
 25% $7,854,451
 27%
Commercial real estate8,125,827
 24
 7,819,665
 24
 6,963,852
 24
Home equity499,369
 1
 520,877
 2
 540,121
 2
Residential real estate1,243,031
 4
 1,188,477
 4
 938,364
 3
Premium finance receivables8,591,980
 26
 8,360,630
 25
 7,468,706
 26
Other loans62,206
 —
 121,297
 —
 115,422
 1
Total average loans (1)
$26,936,728
 80% $26,137,722
 80% $23,880,916
 83%
Liquidity management assets (2)
6,314,347
 19
 6,210,793
 19
 4,623,088
 16
Other earning assets (3)
19,166
 —
 18,353
 —
 13,591
 —
Total average earning assets$33,673,503
 100% $32,748,746
 100% $28,705,785
 100%
Total average assets$36,625,490
   $35,645,190
   $31,216,171
  
Total average earning assets to total average assets  92%   92%   92%
(1)Includes non-accrual loans.
(1)Includes non-accrual loans.
(2)Liquidity management assets include investment securities, other securities, interest earning deposits with banks, federal funds sold and securities purchased under resale agreements.
(3)Other earning assets include brokerage customer receivables and trading account securities.
(2)Liquidity management assets include investment securities, other securities, interest earning deposits with banks, federal funds sold and securities purchased under resale agreements.
(3)Other earning assets include brokerage customer receivables and trading account securities.

Mortgage loans held-for-sale. Average mortgage loans held-for-sale totaled $1.2 billion in the first quarter of 2021, compared to $893.4 million in the fourth quarter of 2020 and $403.3 million in the first quarter 2020, compared to $381.9 million in the fourth quarter of 2019 and $188.2 million in the first quarter 2019. By selling residential2020. These balances represent mortgage loans intoawaiting subsequent sale in the secondary market the Company eliminateswith such sales eliminating the interest-rate risk associated with these loans, as they are predominantly long-term fixed rate loans, and provides a source of non-interest revenue. The increase in average balance from 2020 to 2021 was primarily due to continued high mortgage production in 2020 and the first quarter of 2021 due to the low interest rate environment as well as higher balances repurchased by the Company under the early buyout option available for loans sold to GNMA with servicing retained. See “Loan Portfolio and Asset Quality” section below in this Item 2 for additional discussion of these early buyout options.

Loans, net of unearned income. Average total loans, net of unearned income, totaled $26.9$32.4 billion in the first quarter of 2020,2021, increasing $3.1$5.5 billion, or 13%20%, from the first quarter of 20192020 and $799.0$659.6 million, or 12%8% on an annualized basis, from the fourth quarter of 2019.2020. Average commercial loans, excluding PPP loans, totaled $9.2 billion in the first quarter of 2021, and increased $766.0 million, or 9%, over the average balance in the first quarter of 2020 and $276.2 million, or 13% on an annualized basis, over the average balance in the fourth quarter of 2020. Average commercial PPP loans totaled $3.1 billion in the first quarter of 2021, relatively unchanged from the fourth quarter of 2020. Average commercial real estate loans totaled $8.5 billion in the first quarter of 2021, increasing $371.3 million, or 5%, over the first quarter of 2020. Combined, the commercial and commercial real estate loan categories comprised 61%64% of the average loan portfolio in both the first quarter of 2020 and 2021 as compared to 64% in the
64
Table of Contents
fourth quarter of 2019 as compared to 62%2020 and 61% in the first quarter of 2019.2020. Growth realized in these aggregated categories for the first quarter of 20202021 as compared to the sequential and prior year periods is primarily attributable to PPP lending and increased business development efforts. Additionally, growth realized in the first quarter 2020 as compared to the first quarter 2019 was partially attributable to the acquisition of ROC, SBC and STC in 2019.

Home equity loan portfolio averaged $499.4$408.6 million in the first quarter of 2020,2021, and decreased $40.8$90.8 million, or 8%18% from the average balance of $540.1$499.4 million in same period of 2019.2020. The decrease in the home equity loan portfolio is primarily the result of borrowers preferring to finance through longer term, low rate mortgage loans. The Company has been actively managing its home equity portfolio to ensure that diligent pricing, appraisal and other underwriting activities continue to exist.

Residential real estate loans averaged $1.2$1.3 billion in the first quarter of 2020,2021, and increased $304.7$57.8 million, or 32%5% from the average balance of $938.4 million$1.2 billion in same period of 2019.2020. Additionally, compared to the quarter ended December 31, 2019,2020, the average balance increased $54.6$169.1 million, or 18%61% on an annualized basis. The Company's residential real estate portfolio predominantly includes one-increase in average balance compared to four-family adjustable rateboth periods was partially due to the Company deciding to allocate more balances from its mortgage loans that have repricing terms generally from one to three years, construction loans to individualsproduction for investment instead of for subsequent sale and bridge financing loans for qualifying customers.servicing in the secondary market.

Average premium finance receivables totaled $8.6$9.9 billion in the first quarter of 2020,2021, and accounted for 32%31% of the Company’s average total loans. The increase during the first quarter of 20202021 compared to both the fourth quarter of 2019 and the first quarter of 20192020 was the result of continued originations within the portfolio due to thehardening insurance market conditions driving a higher average size of new commercial insurance premium finance receivables as well as effective marketing and customer servicing. Approximately $2.5$2.8 billion of premium finance receivables were originated in the first quarter of 20202021 compared to $2.1$2.5 billion during the same period of 2019.2020. Premium finance receivables consist of a commercial portfolio and a life portfolio comprising

approximately 40% and 60%, respectively, of the average total balance of premium finance receivables for the first quarter of 2020,2021, and 39%40% and 61%60%, respectively, for the first quarter of 2019.2020.

Other loans represent a wide variety of personal and consumer loans to individuals. Consumer loans generally have shorter terms and higher interest rates than mortgage loans but generally involve more credit risk due to the type and nature of the collateral.

Total average loans for the first three months of 2020 increased $3.1 billion or 13% over the previous year period. Similar to the quarterly discussion above, approximately $559.9 million of this increase relates to the commercial portfolio, $1.2 billion of this increase relates to the commercial real estate portfolio and $1.1 billion of this increase relates to the premium finance receivables portfolio.

Liquidity management assets. Funds that are not utilized for loan originations are used to purchase investment securities and short term money market investments, to sell as federal funds and to maintain in interest bearing deposits with banks. Average liquidity management assets accounted for 20% and 19% of total average earning assets in the first quarter of 2021 and 2020, respectively. Average liquidity management assets increased $2.0 billion in the first quarter of 2021 compared to the same period of 2020. The balances of these assets can fluctuate based on management’s ongoing effort to manage liquidity and for asset liability management purposes. In response to the COVID-19 pandemic, theThe Company will continue to prudently evaluate and expandutilize liquidity sources as needed, including the management of availability with the FHLB and FRB and utilization of the revolving credit facility with unaffiliated banks. Please refer to Management's Discussion and Analysis of Financial Condition and Results of Operation - Overview and - Liquidity sections of this report for additional discussion of the impact of the COVID-19 pandemic.

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




65
Table of Contents
LOAN PORTFOLIO AND ASSET QUALITY

Loan Portfolio

The following table shows the Company’s loan portfolio by category as of the dates shown:
March 31, 2021December 31, 2020March 31, 2020
% of% of% of
(In thousands)AmountTotalAmountTotalAmountTotal
Commercial$12,708,207 38 %$11,955,967 37 %$9,025,886 32 %
Commercial real estate8,544,779 26 8,494,132 26 8,185,531 29 
Home equity390,253 1 425,263 1 494,655 2 
Residential real estate1,421,973 4 1,259,598 5 1,377,389 5 
Premium finance receivables—commercial3,958,543 12 4,054,489 13 3,465,055 13 
Premium finance receivables—life insurance6,111,495 19 5,857,436 18 5,221,639 19 
Consumer and other35,983 0 32,188 0 37,166 0 
Total loans, net of unearned income$33,171,233 100 %$32,079,073 100 %$27,807,321 100 %
 March 31, 2020 December 31, 2019 March 31, 2019
   % of   % of   % of
(In thousands)Amount Total Amount Total Amount Total
Commercial$9,025,886
 32% $8,285,920
 31% $7,994,191
 33%
Commercial real estate8,185,531
 29
 8,020,276
 30
 6,973,505
 29
Home equity494,655
 2
 513,066
 2
 528,448
 2
Residential real estate1,377,389
 5
 1,354,221
 5
 1,053,524
 4
Premium finance receivables—commercial3,465,055
 13
 3,442,027
 13
 2,988,788
 12
Premium finance receivables—life insurance5,221,639
 19
 5,074,602
 19
 4,555,369
 19
Consumer and other37,166
 0
 110,178
 0
 120,804
 1
Total loans, net of unearned income$27,807,321
 100% $26,800,290
 100% $24,214,629
 100%

Commercial and commercial real estate loans. Our commercial and commercial real estate loan portfolios are comprised primarily of commercial real estate loans and lines of credit for working capital purposes.purposes and commercial real estate loans. The table below sets forth information regarding the types and amounts of our loans within these portfolios as of March 31, 20202021 and 2019:2020:
As of March 31, 2021As of March 31, 2020
AllowanceAllowance
% ofFor Credit% ofFor Credit
TotalLossesTotalLosses
(Dollars in thousands)BalanceBalanceAllocationBalanceBalanceAllocation
Commercial:
Commercial, industrial, and other, excluding commercial PPP$9,415,225 44.3 %$95,637 $9,025,886 52.4 %$107,346 
Commercial PPP3,292,982 15.5 3 — — — 
Total commercial$12,708,207 59.8 %$95,640 $9,025,886 52.4 %$107,346 
Commercial Real Estate:
Construction and development$1,353,324 6.4 %$45,327 $1,301,353 7.6 %$33,862 
Non-construction7,191,455 33.8 136,465 6,884,178 40.0 78,934 
Total commercial real estate$8,544,779 40.2 %$181,792 $8,185,531 47.6 %$112,796 
Total commercial and commercial real estate$21,252,986 100.0 %$277,432 $17,211,417 100.0 %$220,142 
Commercial real estate - collateral location by state:
Illinois$6,256,230 73.2 %$6,171,606 75.4 %
Wisconsin771,382 9.0 793,145 9.7 
Total primary markets$7,027,612 82.2 %$6,964,751 85.1 %
Indiana310,494 3.6 249,680 3.1 
Florida130,759 1.5 126,786 1.5 
Arizona73,892 0.9 72,214 0.9 
California88,514 1.0 63,883 0.8 
Texas85,228 1.0 59,647 0.7 
Other828,280 9.8 648,570 7.9 
Total commercial real estate$8,544,779 100.0 %$8,185,531 100.0 %
 As of March 31, 2020 As of March 31, 2019
     Allowance     Allowance
   % of For Credit   % of For Credit
  Total Losses   Total Losses
(Dollars in thousands)Balance Balance Allocation Balance Balance Allocation
Commercial:           
Commercial, industrial, and other$9,025,886
 52.4% $107,346
 $7,994,191
 53.4% $74,638
Commercial Real Estate:           
Construction and development1,301,353
 7.6
 $33,862
 956,694
 6.4
 13,336
Non-construction6,884,178
 40.0
 78,934
 6,016,811
 40.2
 45,924
Total commercial real estate$8,185,531
 47.6% $112,796
 $6,973,505
 46.6% $59,260
Total commercial and commercial real estate$17,211,417
 100.0% $220,142
 $14,967,696
 100.0% $133,898
            
Commercial real estate - collateral location by state:           
Illinois$6,171,606
 75.4%   $5,331,784
 76.5%  
Wisconsin793,145
 9.7
   758,097
 10.9
  
Total primary markets$6,964,751
 85.1%   $6,089,881
 87.4%  
Indiana249,680
 3.1
   175,350
 2.5
  
Florida126,786
 1.5
   55,528
 0.8
  
Arizona72,214
 0.9
   61,375
 0.9
  
California63,883
 0.8
   67,545
 1.0
  
Other708,217
 8.6
   523,826
 7.4
  
Total commercial real estate$8,185,531
 100.0%   $6,973,505
 100.0%  

We make commercial loans for many purposes, including working capital lines, which are generally renewable annually and supported by business assets, personal guarantees and additional collateral. Such loans may vary in size based on customer need. In addition, the Company has participated in the PPP starting in the second quarter of 2020. Commercial business lending
66
Table of Contents
is generally considered to involve a slightly higher degree of risk than traditional consumer bank lending. Primarily as a result of improvements in the adoption of CECLCompany’s macroeconomic forecasts and changesimprovement in economic conditions related to COVID-19,portfolio characteristics, our allowance for credit losses in our commercial loan portfolio increaseddecreased to $95.6 million as of March 31, 2021 compared to $107.3 million as of March 31, 2020 compared to $74.6 million as of March 31, 2019.2020.

Our commercial real estate loans are generally secured by a first mortgage lien and assignment of rents on the property. Since most of our bank branches are located in the Chicago metropolitan area and southern Wisconsin, 85.1%82.2% of our commercial real

estate loan portfolio is located in this region as of March 31, 2020.2021. We have been able to effectively manage our total non-performing commercial real estate loans. As of March 31, 2020,2021, our allowance for credit losses related to this portfolio is $112.8was $181.8 million compared to $59.3$112.8 million as of March 31, 20192020. Similar to the commercial loan portfolio, theThe increase in the allowance for credit losses is primarily due to declining expectations between the adoption of CECL and changes in economic conditions two reporting dates primarily related to COVID-19.the Commercial Real Estate Price Index.

The Company also participates in mortgage warehouse lending, which is included above within commercial, industrial and other, by providing interim funding to unaffiliated mortgage bankers to finance residential mortgages originated by such bankers for sale into the secondary market. The Company’s loans to the mortgage bankers are secured by the business assets of the mortgage companies as well as the specific mortgage loans funded by the Company, after they have been pre-approved for purchase by third party end lenders. The Company may also provide interim financing for packages of mortgage loans on a bulk basis in circumstances where the mortgage bankers desire to competitively bid on a number of mortgages for sale as a package in the secondary market. Amounts advanced with respect to any particular mortgage loan are usually required to be repaid within 21 days.

Home equity loans. Our home equity loans and lines of credit are originated by each of our banks in their local markets where we have a strong understanding of the underlying real estate value. Our banks monitor and manage these loans, and we conduct an automated review of all home equity loans and lines of credit at least twice per year. This review collects current credit performance for each home equity borrower and identifies situations where the credit strength of the borrower is declining, or where there are events that may influence repayment, such as tax liens or judgments. Our banks use this information to manage loans that may be higher risk and to determine whether to obtain additional credit information or updated property valuations.

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

Residential real estate. Our residential real estate portfolio predominantly includes one- to four-family adjustable rate mortgages, construction loans to individuals and bridge financing loans for qualifying customers.customers as well as certain long-term fixed rate loans. As of March 31, 2020,2021, our residential loan portfolio totaled $1.4 billion, or 5%4% of our total outstanding loans.

Our adjustable rate mortgages relate to properties located principally in the Chicago metropolitan area and southern Wisconsin or vacation homes owned by local residents. These adjustable rate mortgages are often non-agency conforming. Adjustable rate mortgage loans decrease the interest rate risk we face on our mortgage portfolio. However, this risk is not eliminated due to the fact that such loans generally provide for periodic and lifetime limits on the interest rate adjustments among other features. Additionally, adjustable rate mortgages may pose a higher risk of delinquency and default because they require borrowers to make larger payments when interest rates rise. As of March 31, 2020, $19.02021, $21.6 million of our residential real estate mortgages, or 1.4%1.5% of our residential real estate loan portfolio were classified as nonaccrual, $605,000no loans were 90 or more days past due and still accruing, (less than 0.1%), $29.3$14.7 million were 30 to 89 days past due, (2.1%)or 1.0%, and $1.3$1.4 billion were current, (96.4%)or 97.4%. We believe that since our loan portfolio consists primarily of locally originated loans, and since the majority of our borrowers are longer-term customers with lower LTV ratios, we face a relatively low risk of borrower default and delinquency.

While we generally do not originate loans for our own portfolio with long-term fixed rates dueDue to interest rate risk considerations, we can accommodate customer requests for fixed rate loans by originating such loans and then selling them intogenerally sell in the secondary market loans originated with long-term fixed rates, for which we receive fee income. We may also selectively retain certain of these loans within theour banks’ own portfolios where they are non-agency conforming, or where the terms of the loans make them favorable to retain. A portion of the loans we sold into the secondary market were sold with the servicing of those loans retained. The amount of loans serviced for others as of March 31, 2021 and 2020 and 2019 was $8.3$11.5 billion and $7.0$8.3 billion, respectively. All other mortgage loans sold into the secondary market were sold without the retention of servicing rights.

67
Table of Contents
The Government National Mortgage Association ("GNMA") optional repurchase programs allow financial institutions acting as servicers to buy backbuyout individual delinquent mortgage loans that meet certain criteria from the securitized loan pool for which the institution was the original transferor of such loans. At the option of the servicer and without prior authorization from GNMA, the servicer may repurchase such delinquent loans for an amount equal to the remaining principal balance of the loan. Under FASB ASC Topic 860, “Transfers and Servicing,” this buy-backearly buyout option is considered a conditional option until the delinquency criteria are met, at which time the option becomes unconditional. When the Company is deemed to have regained effective control over these loans under the unconditional repurchase option and the expected benefit of the potential repurchase is more than trivial, the loans can no longer be reported as sold and must be brought back onto the balance sheet as loans at fair value, regardless of whether the Company intends to exercise the buy-backearly buyout option. These rebooked loans are reported as loans held-for-investment, part of the residential

real estate portfolio, with the offsetting liability being reported in accrued interest payable and other liabilities. Rebooked GNMA loans held-for-investment amounted to $132.7$45.5 million at March 31, 2020,2021, compared to $89.8$132.7 million balance at March 31, 2019.2020. The decrease in balance from March 31, 2020 to March 31, 2021 was the result of the Company increasing its exercise of such early buyout options subsequent to March 31, 2020 and continuing such practice into 2021. When the early buyout option on these rebooked GNMA loans is exercised, the repurchased loans continue to be carried at fair value. Additionally, such loans typically transfer to mortgage loans held-for-sale at the time of early buyout as the Company’s intent is to cure and resell such loans subsequent to repurchase from GNMA. As of March 31, 2021, early buyout exercised mortgage loans held-for-sale totaled $369.4 million compared to $14.5 million as of March 31, 2020.

It is not our current practice to underwrite, and we have no plans to underwrite, subprime, Alt A, no or little documentation loans, or option ARM loans. As of March 31, 2020,2021, approximately $977,000$550,000 of our mortgage loans consist of interest-only loans.

Premium finance receivables – commercial. FIRST Insurance Funding and FIFC Canada originated approximately $2.2$2.4 billion in commercial insurance premium finance receivables in the first quarter of 20202021 as compared to $1.9$2.2 billion of originations in the first quarter of 2019.2020. FIRST Insurance Funding and FIFC Canada make loans to businesses to finance the insurance premiums they pay on their commercial insurance policies. The loans are originated by working through independent medium and large insurance agents and brokers located throughout the United States and Canada. The insurance premiums financed are primarily for commercial customers’ purchases of liability, property and casualty and other commercial insurance.

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

Premium finance receivables—life insurance. Wintrust Life Finance originated approximately $290.9$330.3 million in life insurance premium finance receivables in the first quarter of 20202021 as compared to$244.1 $290.9 million of originations in the first quarter of 2019.2020. The Company continues to experience increased competition and pricing pressure within the current market. These loans are originated directly with the borrowers with assistance from life insurance carriers, independent insurance agents, financial advisors and legal counsel. The life insurance policy is the primary form of collateral. In addition, these loans often are secured with a letter of credit, marketable securities or certificates of deposit. In some cases, Wintrust Life Finance may make a loan that has a partially unsecured position.

Consumer and other. Included in the consumer and other loan category is a wide variety of personal and consumer loans to individuals. The banks originate consumer loans in order to provide a wider range of financial services to their customers. Consumer loans generally have shorter terms and higher interest rates than mortgage loans but generally involve more credit risk than mortgage loans due to the type and nature of the collateral.


68
Table of Contents
Maturities and Sensitivities of Loans to Changes in Interest Rates

The following table classifies the loan portfolio at March 31, 20202021 by date at which the loans reprice or mature, and the type of rate exposure:
As of March 31, 2021One year or lessFrom one to five yearsOver five years
(In thousands)Total
Commercial
Fixed rate$310,427 $2,025,263 $784,277 $3,119,967 
Fixed rate - PPP— 3,292,982 — 3,292,982 
Variable rate6,291,842 3,350 66 6,295,258 
Total commercial$6,602,269 $5,321,595 $784,343 $12,708,207 
Commercial real estate
Fixed rate550,899 2,075,177 382,447 3,008,523 
Variable rate5,505,986 30,270 — 5,536,256 
Total commercial real estate$6,056,885 $2,105,447 $382,447 $8,544,779 
Home equity
Fixed rate14,653 8,665 51 23,369 
Variable rate366,884 — — 366,884 
Total home equity$381,537 $8,665 $51 $390,253 
Residential real estate
Fixed rate23,194 11,244 617,596 652,034 
Variable rate65,907 290,906 413,126 769,939 
Total residential real estate$89,101 $302,150 $1,030,722 $1,421,973 
Premium finance receivables - commercial
Fixed rate3,851,457 107,086 — 3,958,543 
Variable rate— — — — 
Total premium finance receivables - commercial$3,851,457 $107,086 $— $3,958,543 
Premium finance receivables - life insurance
Fixed rate11,493 348,721 20,365 380,579 
Variable rate5,730,916 — — 5,730,916 
Total premium finance receivables - life insurance$5,742,409 $348,721 $20,365 $6,111,495 
Consumer and other
Fixed rate14,753 4,536 1,154 20,443 
Variable rate15,540 — — 15,540 
Total consumer and other$30,293 $4,536 $1,154 $35,983 
Total per category
Fixed rate4,776,876 4,580,692 1,805,890 11,163,458 
Fixed rate - PPP— 3,292,982 — 3,292,982 
Variable rate17,977,075 324,526 413,192 18,714,793 
Total loans, net of unearned income$22,753,951 $8,198,200 $2,219,082 $33,171,233 
Variable Rate Loan Pricing by Index:
Prime$2,296,647 
One- month LIBOR9,493,060 
Three- month LIBOR413,942 
Twelve- month LIBOR6,225,191 
Other285,953 
Total variable rate$18,714,793 

69
As of March 31, 2020One year or less From one to five years Over five years  
(In thousands)   Total
Commercial       
Fixed rate$295,238
 $1,747,321
 $808,067
 $2,850,626
Variable rate6,153,781
 21,347
 132
 6,175,260
Total commercial$6,449,019
 $1,768,668
 $808,199
 $9,025,886
Commercial real estate       
Fixed rate518,259
 2,242,979
 434,901
 3,196,139
Variable rate4,952,584
 36,808
 —
 4,989,392
Total commercial real estate$5,470,843
 $2,279,787
 $434,901
 $8,185,531
Home equity       
Fixed rate24,813
 4,070
 570
 29,453
Variable rate465,202
 —
 —
 465,202
Total home equity$490,015
 $4,070
 $570
 $494,655
Residential real estate       
Fixed rate40,814
 15,607
 398,189
 454,610
Variable rate90,205
 338,495
 494,079
 922,779
Total residential real estate$131,019
 $354,102
 $892,268
 $1,377,389
Premium finance receivables - commercial       
Fixed rate3,378,077
 86,978
 —
 3,465,055
Variable rate—
 —
 —
 —
Total premium finance receivables - commercial$3,378,077
 $86,978
 $—
 $3,465,055
Premium finance receivables - life insurance       
Fixed rate16,164
 142,886
 23,785
 182,835
Variable rate5,038,804
 —
 —
 5,038,804
Total premium finance receivables - life insurance$5,054,968
 $142,886
 $23,785
 $5,221,639
Consumer and other       
Fixed rate8,478
 8,304
 1,669
 18,451
Variable rate18,715
 —
 —
 18,715
Total consumer and other$27,193
 $8,304
 $1,669
 $37,166
Total per category       
Fixed rate4,281,843
 4,248,145
 1,667,181
 10,197,169
Variable rate16,719,291
 396,650
 494,211
 17,610,152
Total loans, net of unearned income$21,001,134
 $4,644,795
 $2,161,392
 $27,807,321
Variable Rate Loan Pricing by Index:       
Prime      $2,431,566
One- month LIBOR      8,888,190
Three- month LIBOR      332,833
Twelve- month LIBOR      5,696,796
Other      260,767
Total variable rate      $17,610,152

Table of Contents

Past Due Loans and Non-Performing Assets

Our ability to manage credit risk depends in large part on our ability to properly identify and manage problem loans. To do so, the Company operates a credit risk rating system under which our credit management personnel assignassigns a credit risk rating to each loan at the time of origination and review loans on a regular basis to determine each loan’s credit risk rating on a scale of 1 through 10 with higher scores indicating higher risk. The credit risk rating structure used is shown below:
 
1 Rating —Minimal Risk (Loss Potential – none or extremely low) (Superior asset quality, excellent liquidity, minimal leverage)
2 Rating —Modest Risk (Loss Potential demonstrably low) (Very good asset quality and liquidity, strong leverage capacity)
3 Rating —Average Risk (Loss Potential low but no longer refutable) (Mostly satisfactory asset quality and liquidity, good leverage capacity)
4 Rating —Above Average Risk (Loss Potential variable, but some potential for deterioration) (Acceptable asset quality, little excess liquidity, modest leverage capacity)
5 Rating —Management Attention Risk (Loss Potential moderate if corrective action not taken) (Generally acceptable asset quality, somewhat strained liquidity, minimal leverage capacity)
6 Rating —Special Mention (Loss Potential moderate if corrective action not taken) (Assets in this category are currently protected, potentially weak, but not to the point of substandard classification)
7 Rating —Substandard Accrual (Loss Potential distinct possibility that the bank may sustain some loss, but no discernable impairment) (Must have well defined weaknesses that jeopardize the liquidation of the debt)
8 Rating —Substandard Non-accrual (Loss Potential well documented probability of loss, including potential impairment) (Must have well defined weaknesses that jeopardize the liquidation of the debt)
9 Rating —Doubtful (Loss Potential extremely high) (These assets have all the weaknesses in those classified “substandard” with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of current existing facts, conditions, and values, highly improbable)
10 Rating —Loss (fully charged-off) (Loans in this category are considered fully uncollectible.)
Each loan officer is responsible for monitoring his or her loan portfolio, recommending a credit risk rating for each loan in his or her portfolio and ensuring the credit risk ratings are appropriate. These credit risk ratings are then ratified by the bank’s chief credit officer and/or concurrence credit officer. Credit risk ratings are determined by evaluating a number of factors including a borrower’s financial strength, cash flow coverage, collateral protection and guarantees. A third partyThe Company maintains an internal loan review firmfunction as well as utilizes a third-party loan review provider to independently reviewsreview a significant portion of the loan portfolio at each of the Company’s subsidiary banks to evaluate the appropriateness of the management-assigned credit risk ratings. These ratings are subject to further review at each of our bank subsidiaries by the applicable regulatory authority, including the FRB of Chicago and the OCC,Office of the Comptroller of the Currency ("OCC"), and are also reviewed by our internal audit staff.

The Company’s Problem Loan Reporting system includes all loans with credit risk ratings of 6 through 9. This system is designed to provide an on-going detailed tracking mechanism for each problem loan. Once management determines that a loan has deteriorated to a point where it has a credit risk rating of 6 or worse, the Company’s Managed Asset Division performs an overall credit and collateral review. As part of this review, all underlying collateral is identified and the valuation methodology is analyzed and tracked. As a result of this initial review by the Company’s Managed Asset Division, the credit risk rating is reviewed and a portion of the outstanding loan balance may be deemed uncollectible and, as a result, no longer share similar risk characteristics as its related pool. If that is the case, the individual loan is considered collateral dependent loan and individually assessed for an allowance for credit loss. The Company’s individual assessment utilizes an independent re-appraisal of the collateral (unless such a third-party evaluation is not possible due to the unique nature of the collateral, such as a closely-held business or thinly traded securities). In the case of commercial real estate collateral, an independent third party appraisal is ordered by the Company’s Real Estate Services Group to determine if there has been any change in the underlying collateral value. These independent appraisals are reviewed by the Real Estate Services Group and sometimes by independent third party valuation experts and may be adjusted depending upon market conditions.

Through the credit risk rating process, loans are reviewed to determine if they are performing in accordance with the original contractual terms. If the borrower has failed to comply with the original contractual terms, further action may be required by the Company, including a downgrade in the credit risk rating, movement to non-accrual status or a charge-off. If the Company
70
determines that a loan amount or portion thereof is uncollectible, the loan’s credit risk rating is immediately downgraded to an 8

or 9 and the uncollectible amount is charged-off. Any loan that has a partial charge-off continues to be assigned a credit risk rating of an 8 or 9 for the duration of time that a balance remains outstanding. The Company undertakes a thorough and ongoing analysis to determine if additional impairment and/or charge-offs are appropriate and to begin a workout plan for the credit to minimize actual losses. In determining the appropriate charge-off for collateral-dependent loans, the Company considers the results of appraisals for the associated collateral.

The Company’s approach to workout plans and restructuring loans is built on the credit-risk rating process. A modification of a loan with an existing credit risk rating of 6 or worse or a modification of any other credit, which will result in a restructured credit risk rating of 6 or worse must be reviewed for TDR classification. In that event, our Managed Assets Division conducts an overall credit and collateral review. A modification of a loan is considered to be a TDR if both (1) the borrower is experiencing financial difficulty and (2) for economic or legal reasons, the bank grants a concession to a borrower that it would not otherwise consider. The modification of a loan where the credit risk rating is 5 or better both before and after such modification is not considered to be a TDR. Based on the Company’s credit risk rating system, it considers that borrowers whose credit risk rating is 5 or better are not experiencing financial difficulties and therefore, are not considered TDRs.

TDRs are individually assessed at the time of the modification and on a quarterly basis to measure an allowance for credit loss. The carrying amount of the loan is compared to the expected payments to be received, discounted at the loan's original rate, or for collateral dependent loans, to the fair value of the collateral. Any shortfall is recorded as a reserve.

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




71
Non-performing Assets

The following table sets forth the Company's non-performing assets and TDRs performing under the contractual terms of the loan agreement as of the dates shown. Prior to January 1, 2020, PCI loans were aggregated into pools by common risk characteristics for accounting purposes, including recognition of interest income on a pool basis.
(Dollars in thousands)March 31,
2021		December 31,
2020		March 31,
2020
Loans past due greater than 90 days and still accruing (1):
Commercial$— $307 $1,241 
Commercial real estate— — 516 
Home equity— — — 
Residential real estate— — 605 
Premium finance receivables—commercial4,592 12,792 16,505 
Premium finance receivables—life insurance191 — — 
Consumer and other161 264 78 
Total loans past due greater than 90 days and still accruing4,944 13,363 18,945 
Non-accrual loans (2):
Commercial22,459 21,743 49,916 
Commercial real estate34,380 46,107 62,830 
Home equity5,536 6,529 7,243 
Residential real estate21,553 26,071 18,965 
Premium finance receivables—commercial9,690 13,264 21,058 
Premium finance receivables—life insurance— — — 
Consumer and other497 436 403 
Total non-accrual loans94,115 114,150 160,415 
Total non-performing loans:
Commercial22,459 22,050 51,157 
Commercial real estate34,380 46,107 63,346 
Home equity5,536 6,529 7,243 
Residential real estate21,553 26,071 19,570 
Premium finance receivables—commercial14,282 26,056 37,563 
Premium finance receivables—life insurance191 — — 
Consumer and other658 700 481 
Total non-performing loans$99,059 $127,513 $179,360 
Other real estate owned8,679 9,711 2,701 
Other real estate owned—from acquisitions7,134 6,847 8,325 
Other repossessed assets— — — 
Total non-performing assets$114,872 $144,071 $190,386 
Accruing TDRs not included within non-performing assets$46,151 $47,023 $47,049 
Total non-performing loans by category as a percent of its own respective category’s period-end balance:
Commercial0.18 %0.18 %0.57 %
Commercial real estate0.40 0.54 0.77 
Home equity1.42 1.54 1.46 
Residential real estate1.52 2.07 1.42 
Premium finance receivables—commercial0.36 0.64 1.08 
Premium finance receivables—life insurance0.00 — — 
Consumer and other1.83 2.17 1.29 
Total non-performing loans0.30 %0.40 %0.65 %
Total non-performing assets, as a percentage of total assets0.25 %0.32 %0.49 %
Allowance for credit losses as a percentage of nonaccrual loans341.29 %332.82 %157.97 %
(1)As a result of the implementation of CECL, beginning in the first quarter of 2020, PCIdates shown, no TDRs were included as past due greater than 90 days and still accruing interest.
(2)Non-accrual loans transitioned to a classification of PCD loans, which no longer maintains the prior poolsincluded TDRs totaling $10.4 million, $21.2 million, and related accounting concepts. Recognition of interest income on PCD loans is considered at the individual asset level following the Company's accrual policies, instead of based upon the entire pool of loans. Due to the first quarter of 2020 adoption of CECL, the Company included $35.4$36.6 million in non-performing PCD loans in total non-performing loans as of March 31, 2020.
(Dollars in thousands)March 31,
2020		 December 31,
2019		 March 31,
2019
Loans past due greater than 90 days and still accruing (1):
     
Commercial$1,241
 $—
 $—
Commercial real estate516
 —
 —
Home equity—
 —
 —
Residential real estate605
 —
 30
Premium finance receivables—commercial16,505
 11,517
 6,558
Premium finance receivables—life insurance—
 —
 168
Consumer and other78
 163
 218
Total loans past due greater than 90 days and still accruing18,945
 11,680
 6,974
Non-accrual loans (2):
     
Commercial49,916
 37,224
 55,792
Commercial real estate62,830
 26,113
 15,933
Home equity7,243
 7,363
 7,885
Residential real estate18,965
 13,797
 15,879
Premium finance receivables—commercial21,058
 20,590
 14,797
Premium finance receivables—life insurance—
 590
 —
Consumer and other403
 231
 326
Total non-accrual loans160,415
 105,908
 110,612
Total non-performing loans(3):
     
Commercial51,157
 37,224
 55,792
Commercial real estate63,346
 26,113
 15,933
Home equity7,243
 7,363
 7,885
Residential real estate19,570
 13,797
 15,909
Premium finance receivables—commercial37,563
 32,107
 21,355
Premium finance receivables—life insurance—
 590
 168
Consumer and other481
 394
 544
Total non-performing loans$179,360
 $117,588
 $117,586
Other real estate owned2,701
 5,208
 9,154
Other real estate owned—from acquisitions8,325
 9,963
 12,366
Other repossessed assets—
 4
 270
Total non-performing assets$190,386
 $132,763
 $139,376
Accruing TDRs not included within non-performing assets47,049
 36,725
 48,305
Total non-performing loans by category as a percent of its own respective category’s period-end balance:     
Commercial0.57% 0.45% 0.70%
Commercial real estate0.77
 0.33
 0.23
Home equity1.46
 1.44
 1.49
Residential real estate1.42
 1.02
 1.51
Premium finance receivables—commercial1.08
 0.93
 0.71
Premium finance receivables—life insurance0.00
 0.01
 0.00
Consumer and other1.29
 0.36
 0.45
Total non-performing loans0.65% 0.44% 0.49%
Total non-performing assets, as a percentage of total assets0.49% 0.36% 0.43%
Allowance for loan losses as a percentage of total non-performing loans120.46% 133.37% 134.55%
(1)As of the dates shown no TDRs were past due greater than 90 days and still accruing interest.
(2)Non-accrual loans included TDRs totaling $36.6 million, $27.1 million, and $40.1 million as of March 31, 2020, December 31, 2019, and March 31, 2019, respectively.
(3)Includes PCD loans. As a result of the adoption of ASU 2016-13, the Company transitioned all previously classified PCI loans to PCD loans effective January 1, 2020.

2021, December 31, 2020, and March 31, 2020, respectively.
Management is pursuing the resolution of all credits in this category.
At this time, management believes reserves are appropriate to absorb losses that are expected upon the ultimate resolution of these credits. While the ultimate effect of the COVID-19 pandemic on non-performing assets is currentlystill remains unknown, significant increases may occur in subsequent periods. Management will continue to actively review and monitor its loan portfolios, in an effort to identify problem credits in a timely manner. Please refer to Management's Discussion and Analysis of Financial Condition and Results of Operation -Overview- Overview section of this report for additional discussion of the impact of the COVID-19 pandemic.
72

Loan Portfolio Aging

The tables below show the aging of the Company’s loan portfolio at March 31, 20202021 and December 31, 2019:2020:
Nonaccrual90+ days
and still
accruing		60-89
days past
due		30-59
days past
due		CurrentTotal Loans
As of March 31, 2021
(Dollars in thousands)
Loan Balances:
Commercial
Commercial, industrial and other, excluding PPP loans$22,459 $— $13,292 $35,535 $9,343,939 $9,415,225 
Commercial PPP loans— — — 6 3,292,976 3,292,982 
Commercial real estate
Construction and development2,673 — 499 23,967 1,326,185 1,353,324 
Non-construction31,707 — 7,657 46,201 7,105,890 7,191,455 
Home equity5,536 — 492 780 383,445 390,253 
Residential real estate21,553 — 944 13,768 1,385,708 1,421,973 
Premium finance receivables
Commercial insurance loans9,690 4,592 5,113 16,552 3,922,596 3,958,543 
Life insurance loans— 191 — 14,821 6,096,483 6,111,495 
Consumer and other497 161 8 74 35,243 35,983 
Total loans, net of unearned income$94,115 $4,944 $28,005 $151,704 $32,892,465 $33,171,233 
Nonaccrual90+ days
and still
accruing		60-89
days past
due		30-59
days past
due		CurrentTotal Loans
As of December 31, 2020As of December 31, 2020
(Dollars in thousands)(Dollars in thousands)
Loan Balances:Loan Balances:
CommercialCommercial
Commercial, industrial and other, excluding PPP loansCommercial, industrial and other, excluding PPP loans$21,743 $307 $6,900 $44,345 $9,166,751 $9,240,046 
Commercial PPP loansCommercial PPP loans— — — 36 2,715,885 2,715,921 
Nonaccrual 90+ days
and still
accruing		 60-89
days past
due		 30-59
days past
due		 Current Total Loans
As of March 31, 2020
(Dollars in thousands)
Loan Balances:           
Commercial           
Commercial, industrial and other$49,916
 $1,241
 $8,873
 $86,129
 $8,879,727
 $9,025,886
Commercial real estate           Commercial real estate
Construction and development7,422
 147
 1,859
 16,938
 1,274,987
 1,301,353
Construction and development5,633 — — 5,344 1,360,825 1,371,802 
Non-construction55,408
 369
 8,353
 58,130
 6,761,918
 6,884,178
Non-construction40,474 — 5,178 26,772 7,049,906 7,122,330 
Home equity7,243
 —
 214
 2,096
 485,102
 494,655
Home equity6,529 — 47 637 418,050 425,263 
Residential real estate18,965
 605
 345
 28,983
 1,328,491
 1,377,389
Residential real estate26,071 — 1,635 12,584 1,219,308 1,259,598 
Premium finance receivables           Premium finance receivables
Commercial insurance loans21,058
 16,505
 10,327
 32,811
 3,384,354
 3,465,055
Commercial insurance loans13,264 12,792 6,798 18,809 4,002,826 4,054,489 
Life insurance loans—
 —
 2,403
 37,374
 5,181,862
 5,221,639
Life insurance loans— — 21,003 30,465 5,805,968 5,857,436 
Consumer and other403
 78
 625
 207
 35,853
 37,166
Consumer and other436 264 24 136 31,328 32,188 
Total loans, net of unearned income$160,415
 $18,945
 $32,999
 $262,668
 $27,332,294
 $27,807,321
Total loans, net of unearned income$114,150 $13,363 $41,585 $139,128 $31,770,847 $32,079,073 
 Nonaccrual 90+ days
and still
accruing		 60-89
days past
due		 30-59
days past
due		 Current Total Loans
As of December 31, 2019
(Dollars in thousands)
Loan Balances:(1)
           
Commercial           
Commercial, industrial and other$37,224
 $1,855
 $3,275
 $77,324
 $8,166,242
 $8,285,920
Commercial real estate           
Construction and development2,112
 3,514
 5,292
 48,964
 1,223,567
 1,283,449
Non-construction24,001
 11,432
 26,254
 48,603
 6,626,537
 6,736,827
Home equity7,363
 —
 454
 3,533
 501,716
 513,066
Residential real estate13,797
 5,771
 3,089
 18,041
 1,313,523
 1,354,221
Premium finance receivables           
Commercial insurance loans20,590
 11,517
 12,119
 18,783
 3,379,018
 3,442,027
Life insurance loans590
 —
 —
 32,559
 5,041,453
 5,074,602
Consumer and other231
 287
 40
 344
 109,276
 110,178
Total loans, net of unearned income$105,908
 $34,376
 $50,523
 $248,151
 $26,361,332
 $26,800,290
(1)
Includes PCD loans and, for periods prior to the adoption of ASU 2016-13, purchased credit impaired ("PCI") loans. PCI loans represented loans acquired with evidence of credit quality deterioration since origination, in accordance with ASC 310-30. Loan agings disclosed in comparative periods are based upon contractually required payments. As a result of the adoption of ASU 2016-13, the Company transitioned all previously classified PCI loans to PCD loans effective January 1, 2020.

As of March 31, 2020, $33.02021, $28.0 million of all loans, or 0.1%, were 60 to 89 days (or two payments) past due and $262.7$151.7 million of all loans or 0.9%0.5%, were 30 to 59 days (or one payment) past due. As of December 31, 2019, $50.52020, $41.6 million of all loans or 0.2%0.1%, were 60 to 89 days (or two payments) past due and $248.2$139.1 million, or 0.9%0.4%, were 30 to 59 days (or one payment) past due. Many of the commercial and commercial real estate loans shown as 60 to 89 days and 30 to 59 days past due are included on the Company’s internal problem loan reporting system. Loans on this system are closely monitored by management on a monthly basis.

The Company's home equity and residential loan portfolios continue to exhibit low delinquency ratios. Home equity loans at March 31, 20202021 that were current with regard to the contractual terms of the loan agreement represent 98.1%98.3% of the total home equity portfolio. Residential real estate loans at March 31, 20202021 that were current with regards to the contractual terms of the loan agreements comprise 96.4%97.4% of total residential real estate loans outstanding.


73
Table of Contents
Non-performing Loans Rollforward

The table below presents a summary of non-performing loans for the periods presented:     
Three Months Ended
March 31,March 31,
(In thousands)20212020
Balance at beginning of period$127,513 $117,588 
Additions from becoming non-performing in the respective period9,894 32,195 
Additions from the adoption of ASU 2016-13— 37,285 
Return to performing status(654)(486)
Payments received(22,731)(7,949)
Transfer to OREO and other repossessed assets(1,372)(1,297)
Charge-offs(2,952)(2,551)
Net change for niche loans (1)
(10,639)4,575 
Balance at end of period$99,059 $179,360 
 Three Months Ended
 March 31, March 31,
(In thousands)2020 2019
Balance at beginning of period$117,588
 $113,234
Additions, net32,195
 24,030
Additions from the adoption of ASU 2016-1337,285
 —
Return to performing status(486) (14,077)
Payments received(7,949) (4,024)
Transfer to OREO and other repossessed assets(1,297) (82)
Charge-offs(2,551) (3,992)
Net change for niche loans (1)
4,575
 2,497
Balance at end of period$179,360
 $117,586
(1)This includes activity for premium finance receivables and indirect consumer loans.
(1)

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

Prior to January 1, 2020, PCI loans were excluded from non-performing loans as they continued to earn interest income from the related accretable yield, independent of performance with contractual terms of the loan. As a result of the adoption of ASU 2016-13 effective January 1, 2020, the Company transitioned all previously classified PCI loans to PCD loans, which no longer maintain the prior pools and related accounting concepts. Specifically, recognition of interest income on PCD loans is considered at the individual asset level following the Company's accrual policies, instead of based upon the entire pool of loans. As such, after adoption, the Company includes PCD loans in total non-performing loans.

Allowance for Credit Losses

The allowance for credit losses, specifically the allowance for loans losses and the allowance for unfunded commitment losses, represents management’s estimate of lifetime expected credit losses in the loan portfolio. The allowance for credit losses is determined quarterly using a methodology that incorporates important risk characteristics of each loan, as described below under “How We Determine the Allowance for Credit Losses” in this Item 2. This process is subject to review at each of our bank subsidiaries by the applicable regulatory authority, including the FRB of Chicago, and the OCC.

Management determined that the allowance for credit losses was appropriate at March 31, 2020,2021, and that the loan portfolio is well diversified and well secured, without undue concentration in any specific risk area. While this process involves a high degree of management judgment, the allowance for credit losses is based on a comprehensive, well documented, and consistently applied analysis of the Company’s loan portfolio. This analysis takes into consideration all available information existing as of the financial statement date, including environmental factors such as economic, industry, geographical and political factors.factors, when considered applicable. The relative level of allowance for credit losses is reviewed and compared to industry peers. This review encompasses levels of total non-performing loans, portfolio mix, portfolio concentrations current geographic risks,and overall levels of net charge-offs and expectations of future forecasts.charge-off. Historical trending of both the Company’s results and the industry peers is also reviewed to analyze comparative significance.


74
Table of Contents
Allowance for Credit Losses

The following table summarizes the activity in our allowance for credit losses, specifically related to loans and unfunded lending-related commitments, during the periods indicated.
 
Three Months Ended
(Dollars in thousands)March 31,
2021		March 31,
2020
Allowance for credit losses at beginning of period$379,910 $158,461 
Cumulative effect adjustment from the adoption of ASU 2016-13— 47,344 
Provision for credit losses(45,386)52,965 
Other adjustments30 (73)
Charge-offs:
Commercial11,781 2,153 
Commercial real estate980 570 
Home equity— 1,001 
Residential real estate2 401 
Premium finance receivables3,239 3,184 
Consumer and other114 128 
Total charge-offs16,116 7,437 
Recoveries:
Commercial452 384 
Commercial real estate200 263 
Home equity101 294 
Residential real estate204 60 
Premium finance receivables1,782 1,110 
Consumer and other32 41 
Total recoveries2,771 2,152 
Net charge-offs(13,345)(5,285)
Allowance for credit losses at period end$321,209 $253,412 
Annualized net charge-offs by category as a percentage of its own respective category’s average:
Commercial0.37 %0.08 %
Commercial real estate0.04 0.02 
Home equity(0.10)0.57 
Residential real estate(0.06)0.11 
Premium finance receivables0.06 0.10 
Consumer and other0.57 0.56 
Total loans, net of unearned income0.17 %0.08 %
Loans at period-end$33,171,233 $27,807,321 
Allowance for loan losses as a percentage of loans at period end0.84 %0.78 %
Allowance for loan and unfunded loan-related commitment losses as a percentage of loans at period end0.97 0.91 
Allowance for loan and unfunded loan-related commitment losses as a percentage of loans at period end, excluding PPP loans1.08 0.91 
 Three Months Ended
(Dollars in thousands)March 31,
2020		 March 31,
2019
Allowance for credit losses at beginning of period$158,461
 $154,164
Cumulative effect adjustment from the adoption of ASU 2016-1347,344
 —
Provision for credit losses52,965
 10,624
Other adjustments(73) (27)
Charge-offs:   
Commercial2,153
 503
Commercial real estate570
 3,734
Home equity1,001
 88
Residential real estate401
 3
Premium finance receivables3,184
 2,210
Consumer and other128
 102
Total charge-offs7,437
 6,640
Recoveries:   
Commercial384
 318
Commercial real estate263
 480
Home equity294
 62
Residential real estate60
 29
Premium finance receivables1,110
 556
Consumer and other41
 56
Total recoveries2,152
 1,501
Net charge-offs(5,285) (5,139)
Allowance for credit losses at period end$253,412
 $159,622
Annualized net charge-offs by category as a percentage of its own respective category’s average:   
Commercial0.08% 0.01 %
Commercial real estate0.02
 0.19
Home equity0.57
 0.02
Residential real estate0.11
 (0.01)
Premium finance receivables0.10
 0.23
Consumer and other0.56
 0.16
Total loans, net of unearned income0.08% 0.09 %
Net charge-offs as a percentage of the provision for credit losses9.98% 48.37 %
Loans at period-end$27,807,321
 $24,214,629
Allowance for loan losses as a percentage of loans at period end0.78% 0.65 %
Allowance for loan and unfunded loan-related commitment losses as a percentage of loans at period end0.91% 0.66 %

The allowance for credit losses, as related to loans and lending-related commitments, is comprised of an allowance for loan losses, which is determined with respect to loans that we have originated, and an allowance for unfunded commitment losses. A separate allowance for held-to-maturity securities losses is measured related to such debt securities portfolio. Our allowance for unfunded commitment losses is determined with respect to funds that we have committed to lend but for which funds have not yet been disbursed and is computed using a methodology similar to that used to determine the allowance for loan losses. The allowance for unfunded lending-related commitments totaled $37.4$43.5 million and $1.4$37.4 million as of March 31, 20202021 and March 31, 2019,2020, respectively.

Additions to the allowance for credit losses are charged to earnings through the provision for credit losses. Charge-offs represent the amount of loans that have been determined to be uncollectible during a given period, and are deducted from the allowance for credit losses, and recoveries represent the amount of collections received from loans that had previously been charged off, and are credited to the allowance for credit losses. See Note 76 of the Consolidated Financial Statements presented
75
Table of Contents
under Item 1 of this

report for further discussion of activity within the allowance for credit losses during the period and the relationship with respective loan balances for each loan category and the total loan portfolio.

How We Determine the Allowance for Credit Losses

The allowance for credit losses is measured on a collective or pooled basis by loans that share similar risk characteristics. If the loan no longer exhibits risk characteristics similar to that of a pool, typically due to credit deterioration of the related borrower, the Company analyzes the loan for purposes of individually assessing a specific allowance for credit loss as part of the Problem Loan Reporting system review. A separate reserve is collectively measured for loans continuing to share risk characteristics and, as a result, remaining in the pools. See Note 76 of the Consolidated Financial Statements presented under Item 1 of this report for further discussion of the allowance for credit losses measurement process.

Collective Measurement

The allowance for credit losses is measured on a collective or pooled basis when similar risk characteristics exist, based upon the segmentation discussed above. The Company utilizes modeling methodologies that estimate lifetime credit loss rates on each pool, including methodologies estimating the probability of default and loss given default on specific segments. Historical credit loss history is adjusted for reasonable and supportable forecasts developed by the Company on a quantitative or qualitative basis.basis and incorporates third party economic forecasts. Reasonable and supportable forecasts consider the macro-economicmacroeconomic factors that are most relevant to evaluating and predicting expected credit losses in the Company's financial assets. Currently, the Company utilizes an eight quarter forecast period using a single macro-economicmacroeconomic scenario provided by a third-party and reviewed within the Company's governance structure. For periods beyond the ability to develop reasonable and supportable forecasts, the Company reverts to historical loss rates at an input level, straight-line over a four quarter reversion period. Expected credit losses are measured over the contractual term of the financial asset with consideration of expected prepayments. Expected extensions, renewals or modifications of the financial asset are only considered when either 1) the expected extension, renewal or modification is contained within the existing agreement and areis not unconditionally cancelable, or 2) the expected extension, renewal or modification is reasonably expected to result in a troubled debt restructuring ("TDR").TDR. The methodologies discussed above are applied to both current asset balances on the Company's Consolidated Statements of Condition and off-balance sheet commitments (i.e. unfunded lending-related commitments).

Individual Assessment

Loans with a credit risk rating of a 6 through 9 are reviewed on a monthly basis to determine if (a) an amount is deemed uncollectible (a charge-off) or (b) it is probable that the Company will be unable to collect amounts due in accordance with the original contractual terms of the loan. In cases in which collectability is not probable, the loan is considered to no longer exhibit shared risk characteristics of a pool and as a result, is individually assessed for allowance for credit losses measurement purposes. If a loan is individually assessed, the carrying amount of the loan is compared to the expected payments to be received, discounted at the loan’s original rate, or for foreclosure-probable and collateral dependent loans, to the fair value of the collateral less the estimated cost to sell, when appropriate under accounting rules. Any shortfall is recorded as a specific reserve within the allowance for credit losses.

Home Equity, Residential Real Estate and Consumer Loans

The determination of the appropriate allowance for loancredit losses for home equity, residential real estate and consumer loans differs from the process used for commercial and commercial real estate loans. These portfolios utilize the weighted-average remaining maturity ("WARM") methodology. The WARM methodology is an assumption-based approach that utilizes historical loss and prepayment information as the basis to estimate prepayment and credit adjusted contractual cash flows. The Company considers a qualitative factor to adjust historical information for current conditions and reasonable and supportable forecasts. The same credit risk rating system and Problem Loan Reporting systems are used. The only significant difference is in how the credit risk ratings are assigned to these loans.

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

76
Table of Contents
Residential real estate loans that are downgraded to a credit risk rating of 6 through 9 also enter the problem loan reporting system and have the underlying collateral evaluated by the Managed Assets Division.


Premium Finance Receivables

The determination of the appropriate allowance for credit losses for premium finance receivables is an assumption-based approach focusing on historical loss rates in the portfolio, adjusted qualitatively for current macroeconomic conditions and reasonable and supportable forecasts.

Methodology in Assessing Impairment and Charge-off Amounts

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

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

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

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

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

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

Having determined the net value based on the factors such as those noted above and compared that value to the book value of the loan, the Company arrives at a charge-off amount or a specific reserve included in the allowance for loancredit losses. In summary, for collateral dependent loans, appraisals are used as the fair value starting point in the estimate of net value. Estimated costs to sell are deducted from the appraised value, when appropriate under current accounting rules, to arrive at the net appraised value. Although an external appraisal is the primary source of valuation utilized for charge-offs on collateral
77
Table of Contents
dependent loans, alternative sources of valuation may become available between appraisal dates. As a result, we may utilize values obtained through these alternative sources, which include purchase and sale agreements, legitimate indications of interest, negotiated short sales, realtor price opinions, sale of the note or support from guarantors, as the basis for charge-offs. These alternative sources of value are used

only if deemed to be more representative of value based on updated information regarding collateral resolution. In addition, if an appraisal is not deemed current, a discount to appraised value may be utilized. Any adjustments from appraised value to net value are detailed and justified in an impairment analysis, which is reviewed and approved by the Company’s Managed Assets Division.

TDRs

At March 31, 2020,2021, the Company had $83.6$56.6 million in loans modified in TDRs. The $83.6$56.6 million in TDRs represents 263273 credits in which economic concessions were granted to certain borrowers to better align the terms of their loans with their current ability to pay. The balance increaseddecreased from $63.8$68.2 million representing 255286 credits at December 31, 20192020 and decreased slightly from $88.4$83.6 million representing 163263 credits at March 31, 2019.2020.

Concessions were granted on a case-by-case basis working with these borrowers to find modified terms that would assist them in retaining their businesses or their homes and attempt to keep these loans in an accruing status for the Company. Typical concessions include reduction of the interest rate on the loan to a rate considered lower than market and other modification of terms including forgiveness of a portion of the loan balance, extension of the maturity date, and/or modifications from principal and interest payments to interest-only payments for a certain period. See Note 76 of the Consolidated Financial Statements in Item 1 of this report for further discussion regarding the effectiveness of these modifications in keeping the modified loans current based upon contractual terms.

Subsequent to its restructuring, any TDR that becomes nonaccrual or more than 90 days past-due and still accruing interest will be included in the Company’s non-performing loans. Each TDR was individually assessed when measuring the allowance for credit losses at March 31, 20202021 and approximately $7.8$2.5 million was appropriately reserved for through the Company’s normal reserving methodology in the Company’s allowance for credit losses. Additionally, at March 31, 2020,2021, the Company was committed to lend an additional $132,000$930,000 of funds to borrowers under the contractual terms of TDRs.

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

March 31,December 31,March 31,
(In thousands)202120202020
Accruing TDRs:
Commercial$7,536 $7,699 $6,500 
Commercial real estate9,478 10,549 18,043 
Residential real estate and other29,137 28,775 22,506 
Total accruing TDRs$46,151 $47,023 $47,049 
Non-accrual TDRs: (1)
Commercial$5,583 $10,491 $17,206 
Commercial real estate1,309 6,177 14,420 
Residential real estate and other3,540 4,501 4,962 
Total non-accrual TDRs$10,432 $21,169 $36,588 
Total TDRs:
Commercial$13,119 $18,190 $23,706 
Commercial real estate10,787 16,726 32,463 
Residential real estate and other32,677 33,276 27,468 
Total TDRs$56,583 $68,192 $83,637 
(1)Included in total non-performing loans.

78
Table of Contents
TDR Rollforward

The tables below present a summary of TDRs as of March 31, 2021 and March 31, 2020, and show the change in the balance during those periods:
Three Months Ended March 31, 2021
(In thousands)
CommercialCommercial
Real Estate		Residential
Real Estate
and Other		Total
Balance at beginning of period$18,190 $16,726 $33,276 $68,192 
Additions during the period151 237 1,738 2,126 
Reductions:
Charge-offs(1,409)— — (1,409)
Transferred to OREO and other repossessed assets(99)— (459)(558)
Removal of TDR loan status (1)
— (800)(424)(1,224)
Payments received(3,714)(5,376)(1,454)(10,544)
Balance at period end$13,119 $10,787 $32,677 $56,583 
Three Months Ended March 31, 2020
(In thousands)
CommercialCommercial
Real Estate		Residential
Real Estate
and Other		Total
Balance at beginning of period$18,739 $16,873 $28,224 $63,836 
Additions during the period5,602 16,053 2,142 23,797 
Reductions:
Charge-offs— — (345)(345)
Transferred to OREO and other repossessed assets— — (945)(945)
Removal of TDR loan status (1)
— — — — 
Payments received(635)(463)(1,608)(2,706)
Balance at period end$23,706 $32,463 $27,468 $83,637 
(1)Loan was previously classified as a TDR and subsequently performed in compliance with the loan's modifiedterms for a period of six months (including over a calendar year-end) at a modified interest rate which represented a market rate at the time of restructuring. Per our TDR policy, the TDR classification is removed.

On March 22, 2020, interagency guidance was issued titled "Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus" that encourages financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effect of COVID-19. Additionally, Section 4013 of the CARES Act further provides that a qualified loan modification is exempt by law from classification as a TDR as defined by GAAP, from the period beginning March 1, 2020 until the earlier of December 31, 2020 (subsequently extended to January 1, 2022 under CAA), or the date that is 60 days after the date on which the national emergency concerning the COVID-19 outbreak declared by the President of the United States under the National Emergencies Act (50 U.S.CU.S.C. 1601 et seq.) terminates. Accordingly, we are offering short-term modifications made in response to COVID-19 to borrowers who are current and otherwise not past due. These include short-term, 180 days or less, modifications in the form of payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. The modifications that were completed inModifications qualifying for the three months endedexemption from TDR classification totaled approximately $175.2 million as of March 31, 2020 were not material.2021.

The table below presents a summary of restructuredall COVID-19 related modified loans, including those not qualifying for the respective periods,exemption under Section 4013, as of March 31, 2021, presented by loan category and accrual status:type of modification:
(in thousands)Interest-onlyFull Payment DeferralLine IncreasesOtherTotal
Commercial$50,669 $19,102 $36,329 $29,367 $135,467 
Commercial real estate74,806 28,593 — 9,776 113,175 
Home equity— 1,706 — — 1,706 
Residential real estate— — — — — 
Premium finance receivables— 3,336 — — 3,336 
Consumer and other— 41 1 — 42 
Total loans, net of unearned income$125,475 $52,778 $36,330 $39,143 $253,726 

79
 March 31, December 31, March 31,
(In thousands)2020 2019 2019
Accruing TDRs:     
Commercial$6,500
 $4,905
 $19,650
Commercial real estate18,043
 9,754
 14,123
Residential real estate and other22,506
 22,066
 14,532
Total accruing TDRs$47,049
 $36,725
 $48,305
Non-accrual TDRs: (1)
     
Commercial$17,206
 $13,834
 $34,390
Commercial real estate14,420
 7,119
 1,517
Residential real estate and other4,962
 6,158
 4,150
Total non-accrual TDRs$36,588
 $27,111
 $40,057
Total TDRs:     
Commercial$23,706
 $18,739
 $54,040
Commercial real estate32,463
 16,873
 15,640
Residential real estate and other27,468
 28,224
 18,682
Total TDRs$83,637
 $63,836
 $88,362
Included in total non-performing loans.

TDR Rollforward

The tables below present a summary of TDRs as of March 31, 2020 and March 31, 2019, and shows the changes in the balance during those periods:
Three Months Ended March 31, 2020
(In thousands)
Commercial Commercial
Real Estate		 Residential
Real Estate
and Other		 Total
Balance at beginning of period$18,739
 $16,873
 $28,224
 $63,836
Additions during the period5,602
 16,053
 2,142
 23,797
Reductions:       
Charge-offs—
 —
 (345) (345)
Transferred to OREO and other repossessed assets—
 —
 (945) (945)
Removal of TDR loan status (1)
—
 —
 —
 —
Payments received(635) (463) (1,608) (2,706)
Balance at period end$23,706
 $32,463
 $27,468
 $83,637
Three Months Ended March 31, 2019
(In thousands)
Commercial
Commercial
Real Estate
Residential
Real Estate
and Other
Total
Balance at beginning of period$36,319
 $15,447
 $14,336
 $66,102
Additions during the period18,930
 302
 4,486
 23,718
Reductions:       
Charge-offs—
 —
 —
 —
Transferred to OREO and other repossessed assets—
 —
 —
 —
Removal of TDR loan status (1)
—
 —
 —
 —
Payments received(1,209) (109) (140) (1,458)
Balance at period end$54,040
 $15,640
 $18,682
 $88,362
(1)
Loan was previously classified as a TDR and subsequently performed in compliance with the loan's modifiedterms for a period of six months (including over a calendar year-end) at a modified interest rate which represented a market rate at the time of restructuring. Per our TDR policy, the TDR classification is removed.

Other Real Estate Owned ("OREO")

In certain circumstances, the Company is required to take action against the real estate collateral of specific loans. The Company uses foreclosure only as a last resort for dealing with borrowers experiencing financial hardships. The Company employs extensive contact and restructuring procedures to attempt to find other solutions for our borrowers. The tables below present a summary of other real estate owned and shows the activity for the respective periods and the balance for each property type:
Three Months EndedThree Months Ended
(In thousands)March 31,
2020		 March 31,
2019		(In thousands)March 31,
2021		March 31,
2020
Balance at beginning of period$15,171
 $24,820
Balance at beginning of period$16,558 $15,171 
Disposal/resolved(4,793) (2,758)Disposal/resolved(2,162)(4,793)
Transfers in at fair value, less costs to sell954
 32
Transfers in at fair value, less costs to sell1,587 954 
Fair value adjustments(306) (574)Fair value adjustments(170)(306)
Balance at end of period$11,026
 $21,520
Balance at end of period$15,813 $11,026 
 
Period End
(In thousands)March 31,
2021		December 31,
2020		March 31,
2020
Residential real estate$2,713 $2,324 $1,684 
Residential real estate development1,287 1,691 — 
Commercial real estate11,813 12,543 9,342 
Total$15,813 $16,558 $11,026 
80
 Period End
(In thousands)March 31,
2020		 December 31,
2019		 March 31,
2019
Residential real estate$1,684
 $1,016
 $3,037
Residential real estate development—
 810
 1,139
Commercial real estate9,342
 13,345
 17,344
Total$11,026
 $15,171
 $21,520

Table of Contents
Deposits

Total deposits at March 31, 20202021 were $31.5$37.9 billion,an increase of $4.7$6.4 billion, or 17%20%, compared to total deposits at March 31, 2019.2020. See Note 109 to the Consolidated Financial Statements in Item 1 of this report for a summary of period end deposit balances.

The following table sets forth, by category, the maturity of time certificates of deposit as of March 31, 2020:2021:
Time Certificates of Deposit
Maturity/Re-pricing Analysis
As of March 31, 2021

(Dollars in thousands)
Total Time
Certificates of
Deposits
Weighted-Average
Rate of Maturing
Time Certificates
of Deposit (1)
1-3 months$1,385,311 1.75 %
4-6 months993,635 1.50 
7-9 months806,574 1.13 
10-12 months662,375 0.64 
13-18 months496,540 0.69 
19-24 months217,147 0.92 
24+ months249,568 0.74 
Total$4,811,150 1.24 %
Time Certificates of Deposit
Maturity/Re-pricing Analysis
As of March 31, 2020

(Dollars in thousands)
 
CDARs &
Brokered
Certificates
of Deposit (1)
 
MaxSafe
Certificates
of Deposit (1)
 
Variable Rate
Certificates
of Deposit (2)
 
Other Fixed
Rate Certificates
of Deposit (1)
 
Total Time
Certificates of
Deposits
 
Weighted-Average
Rate of Maturing
Time Certificates
of Deposit (3)
1-3 months $1,424
 $22,260
 $66,464
 $1,270,123
 $1,360,271
 2.00%
4-6 months 1,686
 23,324
 —
 627,255
 652,265
 1.88
7-9 months 609
 20,482
 —
 506,943
 528,034
 1.70
10-12 months —
 9,319
 —
 762,874
 772,193
 1.98
13-18 months 1,401
 18,348
 —
 1,503,823
 1,523,572
 2.31
19-24 months —
 6,631
 —
 368,831
 375,462
 2.00
24+ months 88
 2,794
 —
 175,100
 177,982
 1.75
Total $5,208
 $103,158
 $66,464
 $5,214,949
 $5,389,779
 2.03%
(1)Weighted-average rate excludes the impact of purchase accounting fair value adjustments.
(1)This category of certificates of deposit is shown by contractual maturity date.
(2)This category includes variable rate certificates of deposit and savings certificates with the majority repricing on at least a monthly basis.
(3)Weighted-average rate excludes the impact of purchase accounting fair value adjustments.

The following table sets forth, by category, the composition of average deposit balances and the relative percentage of total average deposits for the periods presented:
Three Months Ended
March 31, 2021December 31, 2020March 31, 2020
(Dollars in thousands)BalancePercentBalancePercentBalancePercent
Non-interest-bearing$11,811,194 32 %$10,874,912 30 %$7,235,177 24 %
NOW and interest-bearing demand deposits3,493,451 9 3,320,527 9 3,113,733 11 
Wealth management deposits4,156,398 11 4,066,948 11 2,838,719 9 
Money market9,335,920 25 9,435,344 26 7,990,775 27 
Savings3,587,566 10 3,413,388 10 3,189,835 11 
Time certificates of deposit4,875,392 13 5,043,558 14 5,526,407 18 
Total average deposits$37,259,921 100 %$36,154,677 100 %$29,894,646 100 %
 Three Months Ended
 March 31, 2020 December 31, 2019 March 31, 2019
(Dollars in thousands)Balance Percent Balance Percent Balance Percent
Non-interest bearing$7,235,177
 24% $7,128,166
 25% $6,444,378
 25%
NOW and interest bearing demand deposits3,113,733
 11
 3,016,991
 10
 2,803,338
 11
Wealth management deposits2,838,719
 9
 2,934,292
 10
 2,614,035
 10
Money market7,990,775
 27
 7,647,635
 26
 5,915,525
 23
Savings3,189,835
 11
 3,028,763
 10
 2,715,422
 11
Time certificates of deposit5,526,407
 18
 5,682,449
 19
 5,267,796
 20
Total average deposits$29,894,646
 100% $29,438,296
 100% $25,760,494
 100%

Total average deposits for the first quarter of 20202021 were $29.9$37.3 billion, an increase of $4.1$7.4 billion, or 16%25%, from the first quarter of 2019.2020. The increase in average deposits is primarily attributable to the various acquisitions and branch openings along with additional deposits associated with relationships from marketing efforts.related to PPP lending and organic growth of retail deposits.

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


81
Table of Contents
Brokered Deposits

While the Company obtains a portion of its total deposits through brokered deposits, the Company does so primarily as an asset-liability management tool to assist in the management of interest rate risk, and the Company does not consider brokered deposits to be a vital component of its current liquidity resources. Historically, brokered deposits have represented a small component of the Company’s total deposits outstanding, as set forth in the table below:
March 31,December 31,
(Dollars in thousands)20212020202020192018
Total deposits$37,872,652 $31,461,660 $37,092,651 $30,107,138 $26,094,678 
Brokered deposits2,142,257 2,181,090 1,843,227 1,011,404 1,071,562 
Brokered deposits as a percentage of total deposits5.7 %6.9 %5.0 %3.4 %4.1 %
 March 31, December 31,
(Dollars in thousands)2020 2019 2019 2018 2017
Total deposits$31,461,660
 $26,804,742
 $30,107,138
 $26,094,678
 $23,183,347
Brokered deposits2,181,090
 1,622,842
 1,011,404
 1,071,562
 1,445,306
Brokered deposits as a percentage of total deposits6.9% 6.1% 3.4% 4.1% 6.2%

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

Other Funding Sources

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

The following table sets forth, by category, the composition of the average balances of other funding sources for the quarterly periods presented:
Three Months EndedThree Months Ended
March 31, December 31, March 31,March 31,December 31,March 31,
(In thousands)2020 2019 2019(In thousands)202120202020
FHLB advances$951,613
 $596,594
 $594,335
FHLB advances$1,228,433 $1,228,425 $951,613 
Other borrowings:     Other borrowings:
Notes payable127,978
 128,319
 144,284
Notes payable101,653 107,000 127,978 
Short-term borrowings45,089
 14,801
 111,413
Short-term borrowings11,796 9,313 45,089 
Secured borrowings250,054
 225,416
 162,367
Secured borrowings339,923 329,159 250,054 
Other46,456
 46,556
 47,507
Other64,816 65,253 46,456 
Total other borrowings$469,577
 $415,092
 $465,571
Total other borrowings$518,188 $510,725 $469,577 
Subordinated notes436,119
 436,025
 139,217
Subordinated notes436,532 436,433 436,119 
Junior subordinated debentures253,566
 253,566
 253,566
Junior subordinated debentures253,566 253,566 253,566 
Total other funding sources$2,110,875
 $1,701,277
 $1,452,689
Total other funding sources$2,436,719 $2,429,149 $2,110,875 
FHLB advances provide the banks with access to fixed ratefixed-rate funds whichthat are useful in mitigating interest rate risk and achieving an acceptable interest rate spread on fixed ratefixed-rate loans or securities. Additionally, the banks have the ability to borrow shorter-term, overnight funding from the FHLB for other general purposes. FHLB advances to the banks totaled $1.2 billion at each of March 31, 2020, compared to $674.9 million at2021, December 31, 20192020 and $576.4 million at March 31, 2019.2020.

Notes payable balances as of March 31, 2020 and December 31, 2019 represent the balances on a $200.0 million loan agreement (“Credit Agreement”) with unaffiliated banks consisting of a $50.0 million revolving credit facility (“Revolving Credit Facility”) and a $150.0 million term facility.facility (“Term Facility”). Both loan facilitiesthe Revolving Credit Facility and the Term Facility are available for corporate purposes such as to provide capital to fund continued growth at existing bank subsidiaries, possible future acquisitions and for other general corporate matters. At March 31, 20202021 and December 31, 2019,2020, the Company had a balance under the term facilityTerm Facility of $117.7$96.4 million and $123.1$101.7 million, respectively. The Company was contractually required to borrow the entire amount of the term facilityTerm Facility on September 18, 2018 and all such borrowings must be repaid by September 18, 2023. At March 31, 2020, the Company had a $50.0 millionno outstanding balance under the Revolving Credit Facility.

82
Table of Contents

Short-term borrowings include securities sold under repurchase agreements and federal funds purchased. These borrowings totaled $12.4 million at March 31, 2021 compared to $11.4 million at December 31, 2020 and $12.1 million at March 31, 2020 compared to $20.5 million at December 31, 2019 and $16.2 million at March 31, 2019.2020. Securities sold under repurchase agreements represent sweep accounts for certain customers in connection with master repurchase agreements at the banks. This funding category typically fluctuates based on customer preferences and daily liquidity needs of the banks, their customers and the banks’ operating subsidiaries.

The average balance of secured borrowings primarily represents a third party Canadian transaction ("(“Canadian Secured Borrowing"Borrowing”). Under the Canadian Secured Borrowing, in December 2014, the Company, through its subsidiary, FIFC Canada, soldsells an undivided co-ownership interest in all receivables owed to FIFC Canada to an unrelated third party in exchange for a cash payment of approximately C$150 millionpayments pursuant to a receivables purchase agreement (“Receivables Purchase Agreement”). The Receivables Purchase Agreement was amended in December 2015, effectively extending the maturity date from December 15, 2015 to December 15, 2017. Additionally, at that time, the unrelated third party paid an additional C$10 million, which increased the total payments to C$160 million. The Receivables Purchase Agreement was again amended in December 2017, effectively extending the maturity date from December 15, 2017 to December 16, 2019. Additionally, in December 2017, the unrelated third party paid an additional C$10 million, which increased the total payments to C$170 million. In June 2018, the unrelated third party paid an additional C$20 million, which increased the total payments to C$190 million. The Receivables Purchase Agreement was again amended in February 2019, effectively extending the maturity date from December 16, 2019 to December 15, 2020. Additionally, in February 2019, the unrelated third party paid an additional C$20 million, which increased the total payments to C$210 million. In May 2019, the unrelated third party paid an additional C$70 million, which increased the total payments to C$280 million. In January 2020, the unrelated third party paid an additional C$40 million, which increased the total payments to C$320 million, and the Receivables Purchase Agreement was amended to effectively extend the maturity date from December 15, 2020 to December 15, 2021. These transactions were not considered sales of receivables and, as such, related proceeds received are reflected on the Company’s Consolidated Statements of Condition as a secured borrowing owed to the unrelated third party and translated to the Company’s reporting currency as of the respective date. The translated balance of the Canadian Secured Borrowing under the Receivables Purchase Agreement totaled $227.4 million at March 31, 2020 compared to $215.5 million at December 31, 2019 and $157.2 million at March 31, 2019. At March 31, 2020, the interest rate of the Canadian Secured Borrowing was 2.5544%. The remaining balance within secured borrowings at March 31, 2020 represents other sold interests in certain loans by the Company that were not considered sales and, as such, related proceeds received are reflected on the Company’s Consolidated Statements of Condition as a secured borrowing owed to the various unrelated third parties.

Other borrowings at March 31, 20202021 include a fixed-rate promissory note issued by the Company in June 2017 and amended in March 2020 ("Fixed-Rate Promissory Note") related to and secured by twothree office buildings owned by the Company. At March 31, 2020,2021, the Fixed-Rate Promissory Note had a balance of $66.3$64.7 million compared to $46.4$65.1 million at December 31, 20192020 and $47.4$66.3 million at March 31, 2019.2020. Under the Fixed-Rate Promissory Note, during the three months ended March 31, 2020, the Company makesmade monthly principal payments and payspaid interest at a fixed rate until maturity.of 3.36%. An amendment to the Fixed-Rate Promissory Note was executed on and became effective as of March 31, 2020. The amendment increased the principal amount to $66.4 million, reduced the interest rate to 3.00% and extended the maturity date to March 31, 2025.

At March 31, 2020,2021, the Company had outstanding subordinated notes totaling $436.2$436.6 million compared to $436.1$436.5 million and $139.2$436.2 million outstanding at December 31, 20192020 and March 31, 2019,2020, respectively. During the second quarter of 2019, the Company issued $300.0 million of subordinated notes, receiving $296.7 million in net proceeds. The notes have a stated interest rate of 4.85% and mature in June 2029. In 2014, the Company issued $140.0 million of subordinated notes receiving $139.1 million in net proceeds. These notes have a stated interest rate of 5.00% and mature in June 2024. Subordinated notes are stated at par adjusted for unamortized costs paid related to the different issuances of such debt.

The Company had $253.6 million of junior subordinated debentures outstanding as of March 31, 2020,2021, December 31, 20192020 and March 31, 2019.2020. The amounts reflected on the balance sheet represent the junior subordinated debentures issued to eleven trusts by the Company and equal the amount of the preferred and common securities issued by the trusts. At March 31, 2020,2021, the Company included $245.5 million of the junior subordinated debentures, net of common securities, in Tier 2 regulatory capital.

In response to the COVID-19 pandemic, the Company will continue to manage funding sources discussed above, including the utilization of availability with the FHLB and FRB and the revolving credit facilityRevolving Credit Facility with unaffiliated banks, to access needed liquidity in a timely manner. Please refer to Management's Discussion and Analysis of Financial Condition and Results of Operation - Overview and - Liquidity sections of this report for additional discussion of the impact of the COVID-19 pandemic.

See Notes 1110 and 1211 of the Consolidated Financial Statements presented under Item 1 of this report for details of period end balances and other information for these various funding sources.

83
Table of Contents
Shareholders’ Equity

The following tables reflect various consolidated measures of capital as of the dates presented and the capital guidelines established by the FRB for a bank holding company:
March 31,
2021		December 31,
2020		March 31,
2020
Tier 1 leverage ratio8.2 %8.1 %8.5 %
Risk-based capital ratios:
Tier 1 capital ratio10.2 10.0 9.3 
Common equity tier 1 capital ratio9.0 8.8 8.9 
Total capital ratio12.6 12.6 11.9 
Other ratio:
Total average equity-to-total average assets(1)
9.3 9.2 10.1 
 March 31,
2020		 December 31,
2019		 March 31,
2019
Tier 1 leverage ratio8.5% 8.7% 9.1%
Risk-based capital ratios:     
Tier 1 capital ratio9.3
 9.6
 9.8
Common equity tier 1 capital ratio8.9
 9.2
 9.3
Total capital ratio11.9
 12.2
 11.7
Other ratio:     
Total average equity-to-total average assets(1)
10.1
 10.2
 10.6
(1)Based on quarterly average balances.
(1)Based on quarterly average balances.
Minimum
Capital
Requirements
 
Well
Capitalized
Minimum
Capital
Requirements
Minimum Ratio + Capital Conservation Buffer(1)
Minimum Well
Capitalized(2)
Leverage ratio4.0% 5.0%Leverage ratio4.0 %N/AN/A
Tier 1 capital to risk-weighted assets6.0
 8.0
Tier 1 capital to risk-weighted assets6.0 8.50 6.0 
Common equity Tier 1 capital to risk-weighted assets4.5
 6.5
Common equity Tier 1 capital to risk-weighted assets4.5 7.00 N/A
Total capital to risk-weighted assets8.0
 10.0
Total capital to risk-weighted assets8.0 10.50 10.0 
(1)Reflects the Capital Conservation Buffer of 2.5%.
(2)Reflects the well-capitalized standard applicable to the Company for purposes of the Federal Reserve’s Regulation Y. The Federal Reserve has not yet revised the well-capitalized standard for BHCs to reflect the higher capital requirements imposed under the U.S. Basel III Rule or to add Common Equity Tier 1 capital ratio and Tier 1 leverage ratio requirements to this standard. As a result, the Common Equity Tier 1 capital ratio and Tier 1 leverage ratio are denoted as “N/A” in this column. If the Federal Reserve were to apply the same or a very similar well-capitalized standard to BHCs as the standard applicable to our subsidiary banks, we believe the Company’s capital ratios as of March 31, 2021 would exceed such revised well-capitalized standard.

In February 2019, the OCC, the Board of Governors of the Federal Reserve System, and the FDIC issued a final rule to address the changes to the measurement of the allowance for credit losses, including banking organizations’ implementation of CECL. The final rule provides banking organizations the option to phase in over a three-year period the adverse effects on regulatory capital that may result from the adoption of the new accounting standard as of its date of adoption, or January 1, 2020. In March 2020, the OCC, the Board of Governors of the Federal Reserve System, and the FDIC published an interim final rule to delay the estimated impact on regulatory capital stemming from the implementation of CECL. The interim final rule maintains the three-year transition option in the previous rule and provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option). The Company adopted the capital transition relief over the permissible five-year period.

The Company’s principal sources of funds at the holding company level are dividends from its subsidiaries, borrowings under its loan agreement with unaffiliated banks and proceeds from the issuances of subordinated debt and additional equity. Refer to Notes 10, 11 12 and 1817 of the Consolidated Financial Statements in Item 1 for further information on these various funding sources. Management is committed to maintaining the Company’s capital levels above the “Well Capitalized” levels established by the FRB for bank holding companies.

The Company’s Board of Directors approves dividends from time to time, however, the ability to declare a dividend is limited by the Company's financial condition, the terms of the Company's Series D and Series E preferred stock, the terms of the Company’s Trust Preferred Securities offerings and under certain financial covenants in the Company’s revolving and term facilities. In January of 2021, the Company declared a quarterly cash dividend of $0.31 per common share. In January, April, July and October of 2020, the Company declared a quarterly cash dividend of $0.28 per common share. In January, April, July and October of 2019, the Company declared a quarterly cash dividend of $0.25 per common share.

In response to the COVID-19 pandemic, the Company continues to leverage its capital management framework to assess and monitor risk when making capital decisions. The Company will continuously evaluate the adequacy of capital as a result of the
84
Table of Contents
uncertainty from the COVID-19 pandemic. Please refer to Management's Discussion and Analysis of Financial Condition and Results of Operation - Overview section of this report for additional discussion of the impact of the COVID-19 pandemic.

See Note 1817 of the Consolidated Financial Statements presented under Item 1 of this report for details on the Company’s issuance of Series D preferred stockPreferred Stock in June 2015.2015 and Series E Preferred Stock and associated Depositary Shares in May 2020. The Company hereby incorporates by reference Note 1817 of the Consolidated Financial Statements presented under Item 1 of this report in its entirety.

85
Table of Contents
LIQUIDITY

WintrustThe Company manages the liquidity position of its banking operations to ensure that sufficient funds are available to meet customers’ needs for loans and deposit withdrawals. The management process includes the utilization of stress testing processes and other aspects of the Company's liquidity management framework to assess and monitor risk, and inform decision making. The liquidity to meet the demands of customers is provided by maturing assets, liquid assets that can be converted to cash and the ability to attract funds from external sources. Liquid assets refer to money market assets such as Federal funds sold and interest bearinginterest-bearing deposits with banks, as well as available-for-sale debt securities and equity securities with readily determinable fair values which are not pledged to secure public funds. In addition, trade date receivables represent certain sales or calls of available-for-sale securities that await cash settlement, typically in the month following the trade date.

In accordance with the liquidity management noted above, deposit growth and increases in borrowings from various sources have resulted in accumulating liquidity assets in recent periods. In the first quarter of 2020,2021, we increasedmaintained our liquid assets to ensure

that we have the balance sheet strength to serve our clients through the COVID-19 pandemic. As a result, the Company believes that it has sufficient funds and access to funds to effectively manage through the COVID-19 pandemic as well as meet its working capital and other needs. The Company will continue to prudently evaluate and expand liquidity sources, including the management of availability with the FHLB and FRB and utilization of the revolving credit facility with unaffiliated banks. Please refer to Management's Discussion and Analysis of Financial Condition and Results of Operation -Interest-Earning Assets, -Deposits, -Other Funding Sources and -Shareholders’ Equity sections of this report for additional information regarding the Company’s liquidity position. Please refer to Management's Discussion and Analysis of Financial Condition and Results of Operation -Overview section of this report for additional discussion of the impact of the COVID-19 pandemic.

INFLATION

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

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements within the meaning of federal securities laws. Forward-looking information can be identified through the use of words such as “intend,” “plan,” “project,” “expect,” “anticipate,” “believe,” ���estimate,“estimate,” “contemplate,” “possible,” “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, such as the potential impacts of the COVID-19 pandemic (including the emergence of variant strains), and which may include, but are not limited to, those listed below and the Risk Factors discussed under Item 1A of the Company’s 2019 Annual Report on Form 10-K for the year ended December 31, 2020 and in Part II, Item 1A, of this Form 10-Q, 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:

•the severity, magnitude and duration of the COVID-19 pandemic and the direct and indirect impact of such pandemic, as well as responses to the pandemic by the government, businessbusinesses and consumers, on our operations and personnel, commercial activity and demand across our business and our customers’ businesses;
•the disruption of global, national, state and local economies associated with the COVID-19 pandemic, which could affect the Company’s liquidity and capital positions, impair the ability of our borrowers to repay outstanding loans, impair collateral values and further increase our allowance for credit losses;
86
Table of Contents
•the impact of the COVID-19 pandemic on our financial results, including possible lost revenue and increased expenses (including the cost of capital), as well as possible goodwill impairment charges;
•economic conditions that affect the economy, housing prices, the job market and other factors that may adversely affect the Company’s liquidity and the performance of its loan portfolios, particularly in the markets in which it operates;
•negative effects suffered by us or our customers resulting from changes in U.S. trade policies;
•the extent of defaults and losses on the Company’s loan portfolio, which may require further increases in its allowance for credit losses;
•estimates of fair value of certain of the Company’s assets and liabilities, which could change in value significantly from period to period;
•the financial success and economic viability of the borrowers of our commercial loans;
•commercial real estate market conditions in the Chicago metropolitan area and southern Wisconsin;
•the extent of commercial and consumer delinquencies and declines in real estate values, which may require further increases in the Company’s allowance for loancredit losses;
•inaccurate assumptions in our analytical and forecasting models used to manage our loan portfolio;

•changes in the level and volatility of interest rates, the capital markets and other market indices (including developments and volatility arising from or related to the COVID-19 pandemic) that may affect, among other things, the Company’s liquidity and the value of its assets and liabilities;
•a prolonged period of near zero interest rates or potentially negative interest rates, either broadly or for some types of instruments, which may affect the Company’s net interest income and net interest margin, and which could materially adversely affect the Company’s profitability;
•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), which may result in loss of market share and reduced income from deposits, loans, advisory fees and income from other products;
•failure to identify and complete favorable acquisitions in the future or unexpected difficulties or developments related to the integration of the Company’s recent or future acquisitions;
•unexpected difficulties and losses related to FDIC-assisted acquisitions;
•harm to the Company’s reputation;
•any negative perception of the Company’s financial strength;
•ability of the Company 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 of the Company to use technology to provide products and services that will satisfy customer demands and create efficiencies in operations and to manage risks associated therewith;
•failure or breaches of our security systems or infrastructure, or those of third parties;
•security breaches, including denial of service attacks, hacking, social engineering attacks, malware intrusion or data corruption attempts and identity theft;
•adverse effects on our information technology systems resulting from failures, human error or cyberattacks;
•adverse effects of failures by our vendors to provide agreed upon services in the manner and at the cost agreed, particularly our information technology vendors;
•increased costs as a result of protecting our customers from the impact of stolen debit card information;
•accuracy and completeness of information the Company receives about customers and counterparties to make credit decisions;
•ability of the Company to attract and retain senior management experienced in the banking and financial services industries;
•environmental liability risk associated with lending activities;
•the impact of any claims or legal actions to which the Company is subject, including any effect on our reputation;
•losses incurred in connection with repurchases and indemnification payments related to mortgages and increases in reserves associated therewith;
•the loss of customers as a result of technological changes allowing consumers to complete their financial transactions without the use of a bank;
•the soundness of other financial institutions;
•the expenses and delayed returns inherent in opening new branches and de novo banks;
•liabilities, potential customer loss or reputational harm related to closings of existing branches;
•examinations and challenges by tax authorities, and any unanticipated impact of the Tax Act;
•changes in accounting standards, rules and interpretations, such as the new CECL standard and related changes to address the impact of COVID-19, and the impactsuch changes on the Company’s financial statements;
•the ability of the Company to receive dividends from its subsidiaries;
•uncertainty about the discontinued use of LIBOR and transition to an alternative rate;
•a decrease in the Company’s capital ratios, including as a result of 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
87
Table of Contents
and services offered by financial services companies, including those changes that are in response to the COVID-19 pandemic, including without limitation the CARES Act, the Economic Aid to Hard-Hit Small Businesses, Nonprofits and Venues Act, and the rules and regulations that may be promulgated thereunder;
•a lowering of our credit rating;
•changes in U.S. monetary policy and changes to the Federal Reserve’s balance sheet, including changes in response to the COVID-19 pandemic or otherwise;
•regulatory restrictions upon our ability to market our products to consumers and limitations on our ability to profitably operate our mortgage business;
•increased costs of compliance, heightened regulatory capital requirements and other risks associated with changes in regulation and the regulatory environment;
•the impact of heightened capital requirements;
•increases in the Company’s FDIC insurance premiums, or the collection of special assessments by the FDIC;
•delinquencies or fraud with respect to the Company’s premium finance business;
•credit downgrades among commercial and life insurance providers that could negatively affect the value of collateral securing the Company’s premium finance loans;
•the Company’s ability to comply with covenants under its credit facility; and
•fluctuations in the stock market, which may have an adverse impact on the Company’s wealth management business and brokerage operation.

Therefore, there can be no assurances that future actual results will correspond to these forward-looking statements. The reader is cautioned not to place undue reliance on any forward-looking statement made by the Company. Any such statement speaks only

as of the date the statement was made or as of such date that may be referenced within the statement. The Company undertakes no obligation to update any forward-looking statement to reflect the impact of circumstances or events after the date of this report. 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.



88
Table of Contents
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

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

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

The following interest rate scenarios display the percentage change in net interest income over a one-year time horizon assuming increases of 100 and 200 basis points and decreases of 100 basis points. The Static Shock Scenario results incorporate actual cash flows and repricing characteristics for balance sheet instruments following an instantaneous, parallel change in market rates based upon a static (i.e. no growth or constant) balance sheet. Conversely, the Ramp Scenario results incorporate management’s projections of future volume and pricing of each of the product lines following a gradual, parallel change in market rates over twelve months. Actual results may differ from these simulated results due to timing, magnitude, and frequency of interest rate changes as well as changes in market conditions and management strategies. The interest rate sensitivity for both the Static Shock and Ramp Scenarios at March 31, 2020,2021, December 31, 20192020 and March 31, 20192020 is as follows:
Static Shock Scenarios+200
Basis
Points		+100
Basis
Points		-100
Basis
Points
March 31, 202122.0 %10.2 %(7.2)%
December 31, 202025.0 11.6 (7.9)
March 31, 202022.5 10.6 (9.4)
Static Shock Scenarios+200
Basis
Points		 +100
Basis
Points		 -100
Basis
Points
March 31, 202022.5% 10.6% (9.4)%
December 31, 201918.6
 9.7
 (10.9)
March 31, 201914.9
 7.8
 (8.5)


Ramp Scenarios+200
Basis
Points		+100
Basis
Points		-100
Basis
Points
March 31, 202110.7 %5.4 %(3.6)%
December 31, 202011.4 5.7 (3.3)
March 31, 20207.7 3.7 (3.8)
Ramp Scenarios+200
Basis
Points		 +100
Basis
Points		 -100
Basis
Points
March 31, 20207.7% 3.7% (3.8)%
December 31, 20199.3
 4.8
 (5.0)
March 31, 20196.7
 3.5
 (3.3)

One method utilized by financial institutions, including the Company, to manage interest rate risk is to enter into derivative financial instruments. Derivative financial instruments include interest rate swaps, interest rate caps, floors and collars, futures,
89
Table of Contents
forwards, option contracts and other financial instruments with similar characteristics. Additionally, the Company enters into commitments to fund certain mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future

delivery of mortgage loans to third party investors. See Note 1514 of the Consolidated Financial Statements in Item 1 of this report for further information on the Company’s derivative financial instruments.

During the first three months of 2020, and 2019, the Company entered into certain covered call option transactions related to certain securities held by the Company. The Company did not enter into such transactions during the first three months of 2021. The Company uses these option transactions (rather than entering into other derivative interest rate contracts, such as interest rate floors) to economically hedge positions and compensate for net interest margin compression by increasing the total return associated with the related securities through fees generated from these options. Although the revenue received from these options is recorded as non-interest income rather than interest income, the increased return attributable to the related securities from these options contributes to the Company’s overall profitability. The Company’s exposure to interest rate risk may be impacted by these transactions. To further mitigate this risk, the Company may acquire fixed rate term debt or use financial derivative instruments. There were no covered call options outstanding as of March 31, 20202021 and 2019.March 31, 2020.


90
Table of Contents
ITEM 4
CONTROLS AND PROCEDURES

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

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

91
Table of Contents
PART II —

Item 1: Legal Proceedings

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

Lehman Holdings Matter
On January 15, 2015, Lehman Brothers Holdings, Inc. (“("Lehman Holdings”Holdings") sent a demand letter asserting that Wintrust Mortgage must indemnify it for losses arising from loans sold by Wintrust Mortgage to Lehman Brothers Bank, FSB under a Loan Purchase Agreement between Wintrust Mortgage, as successor to SGB Corporation, and Lehman Brothers Bank. The demand was the precursor for triggering the alternative dispute resolution process mandated by the U.S. Bankruptcy Court for the Southern District of New York. Lehman Holdings triggered the mandatory alternative dispute resolution process on October 16, 2015. On February 3, 2016, following an adverse ruling by the federal Court of Appeals for the Tenth Circuit concerning the applicable statute of limitations on certain Lehman Holdings claims, Lehman Holdings filed a complaint against Wintrust Mortgage and 150 other entities from which it had purchased loans in the U.S. Bankruptcy Court for the Southern District of New York. On March 16, 2016, Wintrust Mortgage participated in the court-ordered mediation, but the mediation did not result in a consensual resolution of the dispute. Lehman Holdings filed an amended complaint against Wintrust Mortgage on December 29, 2016. On March 31, 2017, Wintrust Mortgage moved to dismiss the amended complaint for lack of subject matter jurisdiction and improper venue or to transfer venue. Argument on the motions to dismiss were heard on June 12, 2018. The motion to dismiss for lack of subject matter jurisdiction was denied on August 14, 2018 and the defendants’ motion to transfer venue denied on October 2, 2018. Wintrust Mortgage appealed the denial of its motion to dismiss based on improper venue and the denial of its motion to transfer venue.

Lehman Holdings Matter

On October 2, 2018, Lehman Holdings asked the court for permission to amend its complaints against Wintrust Mortgage and the other defendants to add loans allegedly purchased from the defendants and sold to various RMBS trusts. The court granted this request and allowed Lehman Holdings to assert the additional claims against existing defendants as a supplemental complaint. Lehman Holdings filed its supplemental complaint against Wintrust Mortgage on December 4, 2018. Wintrust Mortgage filed its response to the supplemental complaint on May 13, 2019. Fact discovery is ongoing.On October 5, 2020, Wintrust Mortgage is currently evaluating whether it has obtained sufficient information to assess the merits of Lehman Holding's additional claims and to estimate the likelihood or amount of any potential liability for the additional claims.

The Company has reserved an amount for the Lehman Holdings actionexecuted a settlement agreement to resolve the dispute for an amount that is immaterial to itsthe Company's results of operations or financial condition. Such litigation and threatened litigation actions necessarily involve substantial uncertainty and it is not possible at this time to predictOn October 15, 2020, the ultimate resolution or to determine whether, or to what extent, any losscourt entered an order dismissing the entire suit against Wintrust Mortgage with respect to these legal proceedings may exceed the amounts reserved by the Company.

prejudice.
Wintrust Mortgage Matter

On October 17, 2018, a former Wintrust Mortgage employee filed a lawsuit in the Superior Court of Los Angeles County, California against Wintrust Mortgage alleging violation of California wage payment statutes on behalf of herself and all other hourly, non-exempt employees of Wintrust Mortgage in California from October 17, 2014 through the present.California. Wintrust Mortgage received service of the complaint on November 4, 2018. Wintrust Mortgage filed its response to the complaint on February 25, 2019. On November 1, 2019, the plaintiff’splaintiff's counsel filed a letter with the California Department of Labor advising that it was initiating an action under California’sCalifornia's Private Attorney General Act statute based on the same alleged violations. In November 2019, the parties reached a settlement agreement. The parties executed a settlement agreement and on February 26, 2020, plaintiff moved the court for approval. A hearing on the motion to approve settlement iswas originally set for June 16, 2020, but the court continued the motion to September 8, 2020. On September 8, 2020, the court requested the parties make certain changes to the settlement agreement that were immaterial to the parties' settlement terms. The parties revised the settlement agreement consistent with the court's recommendations and submitted the revised settlement agreement to the court for its approval. On January 27, 2021, the court entered its preliminary approval of the settlement. Notices of settlement were timely sent to class members who will have until May 2, 2021 to opt out of the settlement. The Company has reserved an amount for this proposed settlement that is immaterial to its results of operations or financial condition.

92
Table of Contents
Northbrook Bank Matter

On October 17, 2018, two individual plaintiffs filed suit in the Circuit Court of Cook County, Illinois against Northbrook Bank and Tamer Moumen on behalf of themselves and a class of approximately 42 investors in a hedge fund run by defendant Moumen.

Plaintiffs allege that defendant Moumen ran a fraudulent Ponzi scheme and ran those funds through deposit accounts at Northbrook Bank. They allege the bank was negligent in failing to close the deposit accounts and that it intentionally aided and abetted defendant Moumen in the alleged fraud. They contend that Northbrook Bank is liable for losses in excess of $6 million. Northbrook Bank filed its motion to dismiss the complaint on January 15, 2019, which the court granted on March 5, 2019. On April 3, 2019, Plaintiffsthe plaintiffs filed an amended complaint based on similar allegations. Northbrook Bank did not believe the amended complaint cured the pleading defects recognized by the court and filed a motionagain moved to dismiss the Amended Complaint on May 17, 2019.dismiss. The court heard this motion on July 17, 2019 and once again dismissed the complaint without prejudice. Plaintiffs filed a second amended complaint on August 12, 2019. Northbrook again moved to dismiss the second amended complaint. On November 6, 2019, the court dismissed the complaint with prejudice. Plaintiffs filed an appeal on December 2, 2019. ThisAfter this appeal remains pending beforewas fully briefed, on September 4, 2020, the IllinoisAppellate Court for the First District of Illinois remanded the case back to the trial court for lack of appellate jurisdiction. The Appellate Court determined it did not have jurisdiction to hear the appeal because the trial court did not dismiss the suit against defendant Moumen and plaintiffs did not obtain the trial court's consent for immediate appeal of the dismissal order against Northbrook Bank. On October 29, 2020, the plaintiffs cured the jurisdictional issue identified by the Appellate Court by dismissing defendant Moumen. Plaintiffs filed their renewed appeal on November 4, 2020. This matter has been fully briefed and is awaiting decision by the Appellate Court. Northbrook Bank believes plaintiffs’the plaintiffs' allegations are legally and factually meritless and otherwise lacks sufficient information to estimate the amount of any potential liability.

Wintrust Bank Matter

On April 30, 2020, A.D. Sims LLC on behalf of itself and other similarly situated plaintiffs filed suit in the federal district court for the Northern District of Illinois against Wintrust Financial Corporation, Wintrust Bank, N.A., Bank of America, N.A., Cross River Bank, and an additional 4,971 named and unnamed defendants. Plaintiffs allege the defendant financial institutions failed to pay agent fees on loans issued by them under the federal CARES Act's Paycheck Protection Program ("PPP") in violation of applicable law. Plaintiffs allege the collective damages could exceed $3.8 billion and have asked the court to require the defendants to establish, on a pro rata basis, a fund that could be used to pay agent fees due. Plaintiffs voluntarily dismissed Wintrust Financial Corporation as a defendant in this suit on June 29, 2020. On September 28, 2020, the class defendants filed an omnibus motion to dismiss the lawsuit. This motion was fully briefed on November 23, 2020. On December 27, 2020, legislation amending the CARES Act was enacted. The new legislation expressly stated that lenders do not owe fees to agents for assisting borrowers to obtain PPP loans absent a fee agreement between the lender and the agent. In light of this legislation, plaintiff asked the court to dismiss the case. On January 22, 2021, the district court entered plaintiff's voluntary dismissal order.

Other Matters

In addition, the Company and its subsidiaries, from time to time, are subject to pending and threatened legal action and proceedings arising in the ordinary course of business.

Based on information currently available and upon consultation with counsel, management believes that the eventual outcome of any pending or threatened legal actions and proceedings described above, including our ordinary course litigation, will not have a material adverse effect on the operations or financial condition of the Company. However, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to the results of operations or financial condition for a particular period.


93


Table of Contents
Item 1A: Risk Factors

The following constituteThere have been no material changes from the risk factors set forth under Part I, Item 1A “Risk Factors” in the Company’s Form 10-K for the fiscal year ended December 31, 2019.2020.

The COVID-19 pandemic is adversely affecting us and our customers, employees and third-party service providers, and the adverse impact on our business, financial condition, results of operations and cash flows could be material.

The COVID-19 pandemic has negatively impacted us and many of our customers, and could continue to affect significantly more households and businesses in our geographic area as well as the overall domestic and global economy. U.S. federal, state and foreign governments have taken actions to address the pandemic, including travel bans, school and business closures and “shelter in place” orders. These actions, together with responses to the pandemic by businesses and individuals, have resulted in rapid decreases in commercial and consumer activity, temporary closures of many businesses that have led to loss of revenues and a rapid increase in unemployment, material decreases in business valuations, disruption of global supply chains, market downturns and volatility, changes in consumer behavior and an expectation that Federal Reserve policy will maintain a low interest rate environment for the foreseeable future. These changes may have a significant adverse effect on the markets in which we conduct our business, the demand for our products and services, and our ability to operate in the normal course.

We have increased our allowance for loan losses in response to the COVID-19 pandemic. The effects of the pandemic could cause us to recognize heightened credit losses in our loan portfolio and additional increases in our allowance for loan losses. Certain portions of our lending portfolio are particularly vulnerable to the COVID-19 pandemic, including commercial and industrial and commercial real estate loans. Until the effects of the pandemic subside, we could experience additional draws on lines of credit, downward pressure on deposits, and increased loan delinquencies. The effects of COVID-19 may impair the value of collateral securing our loans, especially commercial and residential real estate loans. Further, a significantly larger amount of delinquent mortgage loans may result in us having to repurchase or substitute loans that we have sold in the secondary market.

Market interest rates have declined significantly during the pandemic. The lower interest rate environment has negatively affected our interest rate margin and, especially if prolonged, could adversely affect our net interest income and profitability. The sharp deterioration in the U.S. economy has negatively affected the value of our market sensitive investment securities portfolio. Further, the pandemic could cause us to recognize impairment of our goodwill and other financial assets, may increase our cost of capital, may prevent us from satisfying our minimum regulatory capital ratios and other supervisory requirements, and could result in a downgrade in our credit ratings. The economic recession caused by the COVID-19 pandemic, especially if prolonged, may have a material adverse effect on our business, financial condition and results of operations.

To protect the health and safety of our employees and communities, many of our employees are working remotely. We may experience increased costs of operations or other operational difficulties, including increased cybersecurity risk, due to the remote working environments of our employees. We may also experience additional operational risk due to difficulties experienced by our vendors. The effects of the pandemic and measures taken in response may subject us to increased risk of litigation and governmental and regulatory scrutiny.

Given the ongoing and dynamic nature of the circumstances, it is not possible to accurately predict the extent, severity or duration of the pandemic or when normal economic and operating conditions will resume. Even after the pandemic has subsided, we may continue to experience adverse impacts to our business as a result of the virus’s impact on the domestic and global economy. Accordingly, the extent to which the COVID-19 pandemic may affect our business, financial condition, results of operations and cash flows (including without limitation our liquidity, regulatory capital ratios and credit ratings) is highly uncertain, unpredictable and depends on factors including, among other things, new information that may emerge regarding the COVID-19 pandemic, the duration and severity of the pandemic and responses to the pandemic by the government, businesses and consumers.

Material risks relating to our business that are heightened due to the COVID-19 pandemic are listed in in Part I, Item 1A, “Risk Factors,” in the Company’s Form 10-K for the fiscal year ended December 31, 2019 under the headings:

Deterioration in economic conditions may materially adversely affect the financial services industry and our business, financial condition, results of operations and cash flows.
Since our business is concentrated in the Chicago metropolitan and southern Wisconsin market areas, economic declines in the economy of this region could adversely affect our business.
If our allowance for loan losses is not sufficient to absorb losses that may occur in our loan portfolio, our financial condition and liquidity could suffer.
A significant portion of our loan portfolio is comprised of commercial loans, the repayment of which is largely dependent upon the financial success and economic viability of the borrower.

A substantial portion of our loan portfolio is secured by real estate, in particular commercial real estate. Deterioration in the real estate markets could lead to additional losses, which could have a material adverse effect on our financial condition and results of operations.
Events impacting collateral consisting of real property could lead to additional losses which could have a material adverse effect on our financial condition and results of operations.
Any inaccurate assumptions in our analytical and forecasting models could cause us to miscalculate our projected revenue, capital, liquidity or losses, which could adversely affect our financial condition.
Changes in prevailing interest rates could adversely affect our net interest income, which is our largest source of income.
Our liquidity position may be negatively impacted if economic conditions do not continue to improve or if they decline.
Damage to our reputation may harm our business.
An actual or perceived reduction in our financial strength may cause others to reduce or cease doing business with us, which could result in a decrease in our net interest income and fee revenues.
If our credit rating is lowered, our financing costs could increase.
If our growth requires us to raise additional capital, that capital may not be available when it is needed or the cost of that capital may be very high.
Disruption in the financial markets could result in lower fair values for our investment securities portfolio.
Our controls and procedures may fail or be circumvented.
Our operational or security systems or infrastructure, or those of third parties, could fail or be breached, which could disrupt our business and adversely impact our results of operations, liquidity and financial condition, as well as cause legal or reputational harm.
We face security risks, including denial of service attacks, hacking, social engineering attacks targeting our colleagues and customers, malware intrusion and data corruption attempts, in addition to the resulting identity theft that could result in the disclosure of confidential information, all of which could adversely affect our business or reputation, and create significant legal and financial exposure.
Our vendors may be responsible for failures that adversely affect our operations.
We are subject to claims and legal actions that could negatively affect our results of operations or financial condition.
Losses incurred in connection with actual or projected repurchases and indemnification payments related to mortgages that we have sold into the secondary market may exceed our financial statement reserves and we may be required to increase such reserves in the future. Increases to our reserves and losses incurred in connection with actual loan repurchases and indemnification payments could have a material adverse effect on our business, financial condition, results of operations or cash flows.
We may be adversely impacted by the soundness of other financial institutions.
Changes in accounting policies or accounting standards could materially adversely affect how we report our financial results and financial condition.
We are a bank holding company, and our sources of funds, including to pay dividends, are limited.
Our business could be adversely affected by the occurrence of extraordinary events, such as acts of war, terrorist attacks, natural disasters and public health threats.
If we fail to meet our regulatory capital ratios, we may be forced to raise capital or sell assets.
Changes in the United States’ monetary policy may restrict our ability to conduct our business in a profitable manner.
Legislative and regulatory actions taken now or in the future regarding the financial services industry may significantly increase our costs or limit our ability to conduct our business in a profitable manner.
Our premium finance business may involve a higher risk of delinquency or collection than our other lending operations, and could expose us to losses.
Widespread financial difficulties or credit downgrades among commercial and life insurance providers could lessen the value of the collateral securing our premium finance loans and impair the financial condition and liquidity of FIRST Insurance Funding, Wintrust Life Finance and FIFC Canada.

To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening the other risks described in Part I, Item 1A, “Risk Factors,” in the Company’s Form 10-K for the fiscal year ended December 31, 2019 as well as any subsequent filing with the SEC. If the pandemic is prolonged, the adverse impacts and heightened risks noted above could worsen.


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

On October 24, 2019,Our previously authorized share repurchase program permitted the Company’s Boardrepurchase of Directors authorized the Company to repurchase up to $125 million of its outstanding shares ofour common stock. InNo purchases of the first quarterCompany’s common shares were made by or on behalf of 2020, the Company repurchased approximately $37.1 millionor any “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended, during the Company'sthree months ended March 31, 2021.

common stock on the open market. The Company has temporarily suspended the common stock repurchase program, as a prudential measure in light of the COVID-19 pandemic.

The table below provides information of such repurchases by month in the first quarter of 2020.

94
Month PeriodTotal Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs (in thousands)
January 1, 2020 to January 31, 2020139,494 $63.96
 138,089 $116,096
February 1, 2020 to February 29, 2020452,378 64.19
 438,380 87,884
March 1, 2020 to March 31, 20200 —
 0 87,884
Total591,872 $64.14
 576,469 $87,884

Table of Contents

Item 6: Exhibits:

(a)Exhibits (Exhibits marked with a “*” denote management contracts or compensatory plans or arrangements)
(a)
Exhibits
3.1
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 13, 2020,12, 2021, and incorporated herein by reference).
31.110.1
Ninth Amending Agreement to the Receivables Purchase Agreement, dated January 15, 2021, by and between First Insurance Funding of Canada Inc. and CIBC Mellon Trust, in its capacity as trustee of the PLAZA Trust, by its Financial Service Agent, Royal Bank of Canada (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2021).
10.2
Performance Guarantee Confirmation made as of January 15, 2021 by Wintrust Financial Corporation in favor of CIBC Mellon Trust Company, Plaza Trust (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2021).
10.3
Fee Letter dated as of January 15, 2021 by CIBC Mellon Trust Company, in its capacity as trustee of Plaza Trust, by its Financial Service Agent, Royal Bank of Canada and acknowledged by First Insurance Funding of Canada Inc. (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2021).
10.4
Form of Restricted Share Unit Award Agreement under the Company’s 2015 Stock Incentive Plan.*
10.5
Form of Performance Award Agreement - Share Settled under the Company’s 2015 Stock Incentive Plan.*
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
The XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (1)
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(1)
Includes the following financial information included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020,
(1)Includes the following financial information included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements

95

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WINTRUST FINANCIAL CORPORATION
(Registrant)
Date:May 4, 20207, 2021/s/ DAVID L. STOEHR
David L. Stoehr
Executive Vice President and

Chief Financial Officer

(Principal Financial and Accounting Officer)

94
96