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 YEAR ENDED DECEMBER 31, 2001
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:
|X| Report of Independent Auditors
|X| Statements of Net Assets Available for Benefits as of
December 31, 2001 and 2000
|X| Statements of Changes in Net Assets Available for
Benefits for the years ended December 31, 2001 and 2000
|X| Notes to Financial Statements
|X| Supplemental Schedule
Statements of Net Assets Available for Benefits as of December 31,
2001 and 2000, and Statements of Changes in Net Assets Available for
Benefits for the years ended December 31, 2001 and 2000 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
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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: October 21, 2002 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, 2001 and 2000
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, 2001 and 2000
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,
2001 and 2000, 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, 2001 and 2000, 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, 2001, 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
August 19, 2002
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EIN 36-3954651
Plan #001
Wintrust Financial Corporation Retirement Savings Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
2001 2000
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ASSETS
Cash $ 68,359 $ 459
Investments, at fair value 7,295,848 4,944,256
Participant contributions receivable 8,939 42,191
Employer matching contributions receivable 283,295 123,830
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Total assets 7,656,441 5,110,736
LIABILITY
Outstanding trades payable 27,417 -
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Net assets available for benefits $7,629,024 $5,110,736
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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
2001 2000
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ADDITIONS
Investment income (loss):
Net realized and unrealized appreciation
(depreciation) in fair value of investments $ 585,701 $ (207,960)
Interest and dividends 86,098 66,736
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671,799 (141,224)
Participant contributions - salary deferral 1,183,662 860,240
Participant contributions - rollover 147,190 76,966
Employer matching contributions 282,924 123,830
Transfers from Tricom Funding, Inc.
401(k) Retirement Savings Plan 442,635 -
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Total additions 2,728,210 919,812
DEDUCTIONS
Benefits paid to participants 202,506 605,708
Refund of excess contributions 7,416 -
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Total deductions 209,922 605,708
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Net increase in net assets available for benefits 2,518,288 314,104
Net assets available for benefits:
Beginning of year 5,110,736 4,796,632
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End of year $7,629,024 $5,110,736
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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, 2001 and 2000
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 January 1, 2001, the Tricom Funding, Inc. 401(k) Retirement Savings Plan was
merged into the Plan.
CONTRIBUTIONS
The Plan allows for contributions by participants of up to 10% of eligible
compensation. Contributions are tax-deferred under the provisions of Internal
Revenue Code (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 participants. The Company's matching contributions for 2001 and 2000 were
$282,924 and $123,830, respectively. Participants are immediately vested in the
Company's matching contribution and earnings thereon. For 2001, the Company's
matching contributions were allocated to participant accounts at a rate of 30%
of employee contributions up to a maximum of $2,000 per participant. For 2000,
the Company's matching contributions were allocated to participant accounts at a
rate of 20% of employee contributions up to a maximum of $1,000 per participant.
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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), formerly Wintrust
Asset Management Company, N.A., 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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Wintrust Financial Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
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
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.
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, 2001 and 2000.
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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Wintrust Financial Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
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
2001 2000
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Wintrust Financial Corporation Common Stock* $2,872,816 $1,258,560
Fidelity Advisor Equity Growth Fund 1,301,797 1,480,324
Fidelity Spartan 500 Index Fund 820,753 698,188
Fidelity Spartan Money Market Fund 674,183 363,573
William Blair Growth Fund 496,080 447,505
Janus Enterprise Fund 489,577 260,064
Fidelity Intermediate Government Fund 483,344 301,751
*Indicates party in interest to the Plan.
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
2001 2000
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Common stock $ 1,271,669 $ 53,260
Mutual funds (685,968) (261,220)
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$ 585,701 $ (207,960)
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4. INCOME TAXES
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.
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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, 2001
CURRENT
DESCRIPTION OF INVESTMENT UNITS/SHARES VALUE
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Short-term investments:
Fidelity Cash Reserves Fund 4,573 $ 4,573
Fidelity Spartan Money Market Fund 674,183 674,183
Common stock:
Wintrust Financial Corporation* 93,975 2,872,816
Mutual funds:
Fidelity Advisor Equity Growth Fund 25,896 1,301,797
Fidelity Spartan 500 Index Fund 10,404 820,753
William Blair Growth Fund 45,637 496,080
Janus Enterprise Fund 15,299 489,577
Fidelity Intermediate Government Fund 49,271 483,344
Participant loans (5.0%-9.5%) 152,725
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$ 7,295,848
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*Indicates party in interest to the Plan.
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