Shareholders’ Equity and Earnings Per Share

Series D Preferred Stock

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

Series C Preferred Stock

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

Common Stock Warrant

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

Other

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

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

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

Accumulated Other Comprehensive Income (Loss)

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



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

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

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

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



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

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

Earnings per Share

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



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

Potentially dilutive common shares can result from stock options, restricted stock unit awards, stock warrants, the Company’s convertible preferred stock and shares to be issued under the Employee Stock Purchase Plan and the Directors Deferred Fee and Stock Plan, being treated as if they had been either exercised or issued, computed by application of the treasury stock method. While potentially dilutive common shares are typically included in the computation of diluted earnings per share, potentially dilutive common shares are excluded from this computation in periods in which the effect would reduce the loss per share or increase the income per share. For diluted earnings per share, net income applicable to common shares can be affected by the conversion of the Company’s convertible preferred stock. Where the effect of this conversion would reduce the loss per share or increase the income per share, net income applicable to common shares is not adjusted by the associated preferred dividends.