SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
Commission File Number 000-21923
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WINTRUST FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
(Full title of the plan)
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WINTRUST FINANCIAL CORPORATION
727 NORTH BANK LANE
LAKE FOREST, IL 60045
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
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REQUIRED INFORMATION
ITEMS 1-3. Omitted in accordance with Item 4.
ITEM 4. The Wintrust Financial Corporation Retirement Savings Plan
("Plan") is subject to the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"). In accordance with Item 4 and
in lieu of the requirements of Items 1-3, the following Plan
financial statements and schedules prepared in accordance with
the financial reporting requirements of ERISA are included
herein:
o Report of Independent Auditors
o Statements of Net Assets Available for Benefits as of
December 31, 2002 and 2001
o Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 2002 and 2001
o Notes to Financial Statements
o Supplemental Schedule
Statements of Net Assets Available for Benefits as of December
31, 2002 and 2001, and Statements of Changes in Net Assets
Available for Benefits for the years ended December 31, 2002 and
2001 are hereby incorporated by reference to the Registration
Statement on Form S-8 filed by Wintrust Financial Corporation
(Registration No. 333-52652) with the Securities and Exchange
Commission on December 22, 2000.
EXHIBITS
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23.1 Consent of Independent Auditors
99.1 Certification of President and Chief Executive Officer and
Executive Vice President 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.
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: June 24, 2003
WINTRUST FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
/s/ DAVID A. DYKSTRA
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David A. Dykstra, Trustee
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Financial Statements and Supplemental Schedule
Wintrust Financial Corporation Retirement Savings Plan
Years ended December 31, 2002 and 2001
with Report of Independent Auditors
Employer Identification #36-3954651
Plan #001
Wintrust Financial Corporation Retirement Savings Plan
Financial Statements
and Supplemental Schedule
Years ended December 31, 2002 and 2001
CONTENTS
Report of Independent Auditors.................................................1
Financial Statements
Statements of Net Assets Available for Benefits................................2
Statements of Changes in Net Assets Available for Benefits.....................3
Notes to Financial Statements..................................................4
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held
at End of Year).............................................................8
Report of Independent Auditors
The Plan Administrator
Wintrust Financial Corporation
Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits
of Wintrust Financial Corporation Retirement Savings Plan as of December 31,
2002 and 2001, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2002 and 2001, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2002, is presented for purposes of
additional analysis and is not a required part of the financial statements but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ ERNST & YOUNG LLP
Chicago, IL
May 8, 2003
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EIN 36-3954651
Plan #001
Wintrust Financial Corporation Retirement Savings Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
2002 2001
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ASSETS
Cash $ 1,391,812 $ 68,359
Investments, at fair value 9,784,156 7,295,848
Participant contributions receivable 41,905 8,939
Employer matching contributions receivable 500,023 283,295
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Total assets 11,717,896 7,656,441
LIABILITY
Outstanding trades payable 1,379,066 27,417
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Net assets available for benefits $ 10,338,830 $ 7,629,024
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See notes to financial statements.
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EIN 36-3954651
Plan #001
Wintrust Financial Corporation Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31
2002 2001
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ADDITIONS
Investment income:
Net realized and unrealized appreciation in fair
value of investments $ 260,609 $ 585,701
Interest and dividends 79,370 86,098
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339,979 671,799
Participant contributions - salary deferral 1,472,469 1,183,662
Participant contributions - rollover 415,810 147,190
Employer matching contributions 500,023 282,924
Transfers from First Insurance
401(k) Retirement Savings Plan 1,381,030 -
Transfers from Tricom Funding, Inc.
401(k) Retirement Savings Plan - 442,635
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Total additions 4,109,311 2,728,210
DEDUCTIONS
Benefits paid to participants 1,399,505 202,506
Refund of excess contributions - 7,416
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Total deductions 1,399,505 209,922
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Net increase in net assets available for benefits 2,709,806 2,518,288
Net assets available for benefits:
Beginning of year 7,629,024 5,110,736
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End of year $ 10,338,830 $ 7,629,024
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See notes to financial statements.
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EIN 36-3954651
Plan #001
Wintrust Financial Corporation Retirement Savings Plan
Notes to Financial Statements
Years ended December 31, 2002 and 2001
1. DESCRIPTION OF PLAN
The following brief description of the Wintrust Financial Corporation Retirement
Savings Plan (Plan) provides only general information. Participants should refer
to the Plan Agreement for a more comprehensive description of the Plan's
provisions.
The Plan is a participant-directed, defined-contribution plan covering all
eligible employees, as defined in the Plan, of Wintrust Financial Corporation
and its eligible subsidiaries (the Company). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as
amended.
All full-time employees who have completed at least three months of employment
and are at least 18 years of age are eligible to participate in the Plan.
On December 31, 2002, the First Insurance 401(k) Retirement Savings Plan was
merged into the Plan, and on January 1, 2001, the Tricom Funding, Inc. 401(k)
Retirement Savings Plan was merged into the Plan.
CONTRIBUTIONS
The Plan allows participants to contribute up to the maximum allowable by the
Internal Revenue Code (Code), which during 2002 was $11,000, plus an additional
$1,000 for participants over the age of 50. Prior to 2002, participant
contributions were also limited to the lesser of 10% of eligible compensation or
the maximum allowable by the Code. Participant contributions are tax deferred
under the provisions of Code Section 401(k), subject to certain limitations.
Participant contributions and earnings thereon are fully vested.
The Company may elect to make matching contributions to the Plan on behalf of
all eligible participants. Generally, participants must be employed on the last
day of the Plan year to be eligible for matching contributions. For 2002, the
Company's matching contributions were 40% of a participant's contributions up to
a maximum of $3,000 per participant. For 2001, the Company's matching
contributions were 30% of a participant's contributions up to a maximum of
$2,000 per participant. Participants are immediately vested in the Company's
matching contribution and earnings thereon. Additional amounts may be
contributed at the discretion of the Company.
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Wintrust Financial Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
INVESTMENT OF PLAN ASSETS
A trust fund was established for the purposes of holding and investing Plan
assets in accordance with the terms of the Trust Agreement between the Company
and the Trustee, Wayne Hummer Trust Company, N. A. (Trustee), a subsidiary of
the Company and a party in interest.
PARTICIPANT LOANS
Participants may borrow from their fund account up to the lesser of $50,000 or
50% of their account balance. Loan terms are established by the plan
administrator in accordance with the Plan Agreement. The loans are secured by
the balance in the participant's account and bear interest at a rate
commensurate with local prevailing rates, as determined by the plan
administrator.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocations of: (a) the Company's contributions, if any, and (b) Plan
earnings/losses. Allocations are based on participant earnings or account
balances, as defined. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's account.
PAYMENT OF BENEFITS
On termination of service due to death, disability, or retirement, a participant
may elect to receive either a lump-sum amount equal to the value of the
participant's account or annual installments. For termination of service due to
other reasons, a participant may receive the value of the participant's account
as a lump-sum distribution.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions, if any, at any time and to
terminate the Plan subject to the provisions of ERISA.
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements are prepared under the accrual basis of
accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION
Except for investment contracts, investments are reported at fair value, which
equals the quoted market price on the last business day of the Plan year. The
shares of mutual funds are valued at quoted market prices, which represent the
net asset values of shares held by the Plan at year-end. Loans to participants
are reported at their outstanding balances, which approximate fair value.
Investment contracts are recorded at their contract value, which represents
contributions and reinvested income, less any withdrawals plus accrued interest.
The fair value of the investment contract approximates contract value. The
crediting interest rate for the investment contract is reset quarterly by the
issuer but cannot be less than zero and was 4.75% for the last quarter of 2002,
when the investment was held by the Plan. The average annualized yield
approximated the crediting interest rate.
Purchases and sales of securities are recorded on a trade-date basis and are
accounted for using the specific identification method. Interest income is
recorded on the accrual basis. Dividend income is recorded on the ex-dividend
date.
ADMINISTRATIVE EXPENSES
Administrative expenses of the Plan are paid from the trust fund to the extent
they are not paid by the Company. All administrative expenses were paid by the
Company for the years ended December 31, 2002 and 2001.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
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3. INVESTMENTS
The fair value of individual investments that represent 5% or more of the Plan's
net assets available for benefits is as follows:
DECEMBER 31
2002 2001
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Wintrust Financial Corporation Common Stock* $3,432,584 $2,872,816
Metlife Stable Value 1,612,290 -
Fidelity Advisor Equity Growth Fund 1,021,569 1,301,797
Fidelity Spartan 500 Index Fund 815,107 820,753
American Growth Funds 809,444 -
Fidelity Intermediate Government Fund 795,066 483,344
Janus Enterprise Fund 593,661 489,577
William Blair Growth Fund ** 496,080
Fidelity Spartan Money Market Fund - 674,183
*Indicates party in interest to the Plan.
**Below 5% threshold.
The Plan's investments (including gains and losses on investments bought and
sold, as well as held during the year) appreciated (depreciated) in value as
determined by quoted market prices as follows:
YEAR ENDED DECEMBER 31
2002 2001
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Common stock $ 1,269,780 $ 1,271,669
Mutual funds (1,009,171) (685,968)
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$ 260,609 $ 585,701
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4. INCOME TAX STATUS
The Plan has not received a determination letter from the Internal Revenue
Service stating that the Plan is qualified under Section 401(a) of the Code.
However, the plan administrator believes that the Plan is qualified and,
therefore, the related trust is exempt from taxation.
5. SUBSEQUENT EVENT
During April 2003, the Wayne Hummer Profit Sharing and Savings Plan was merged
into the Plan.
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Supplemental Schedule
EIN 36-3954651
Plan #001
Wintrust Financial Corporation Retirement Savings Plan
Schedule H, Line 4i - Schedule of Assets
(Held at End of Year)
December 31, 2002
CURRENT
DESCRIPTION OF INVESTMENT UNITS/SHARES VALUE
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Investment contract:
Metlife Stable Value 14,728 $1,612,290
Common stock:
Wintrust Financial Corporation* 109,527 3,432,584
Mutual funds:
Fidelity Advisor Equity Growth Fund 29,113 1,021,569
Fidelity Spartan 500 Index Fund 13,480 815,107
American Growth Funds 43,821 809,444
Fidelity Intermediate Government Fund 76,596 795,066
Janus Enterprise Fund 25,868 593,661
William Blair Growth Fund 54,978 443,121
Wayne Hummer Growth Fund 881 26,293
Ariel Growth Fund 630 22,198
Lord Abbett Mid Cap Value Fund 1,375 21,155
American Funds Investment Co. 744 17,465
Wayne Hummer Income Fund* 962 15,160
Value Line Small Cap Growth Fund 782 13,193
Aim Basic Value Fund 204 4,452
American Funds EuroPacific Growth Fund 132 3,031
Wayne Hummer Core Portfolio Fund* 499 3,011
Participant loans (4.3%-9.5%) 135,356
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$9,784,156
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*Indicates party in interest to the Plan.
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