Form 10-Q ASSOCIATED BANC-CORP For: Sep 30

Table of Contents

�

�

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

�

�

FORM 10-Q

�

�

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

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: 001-31343

�

�

Associated Banc-Corp

(Exact name of registrant as specified in its charter)

�

�

�

Wisconsin	�	39-1098068
(State or other jurisdiction of incorporation or organization)	�	(I.R.S. Employer Identification No.)

�

433 Main Street, Green Bay, Wisconsin	�	54301
(Address of principal executive offices)	�	(Zip Code)

(920) 491-7500

(Registrant�s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

�

�

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 for 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��x����No���

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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��x����No���

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of �large accelerated filer,� �accelerated filer,� and �smaller reporting company� in Rule 12b-2 of the Exchange Act.

�

Large�accelerated�filer	�	x	��	Accelerated�filer	�	�
Non-accelerated filer	�	���(Do not check if smaller reporting company)	��	Smaller�reporting�company	�	�

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).����Yes�������No��x

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of registrant�s common stock, par value $0.01 per share, at October�30, 2014, was 151,985,246.

�

�

�

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Table of Contents

ASSOCIATED BANC-CORP

TABLE OF CONTENTS

�

�	��	Page�No.		�
PART I. Financial Information	��
Item�1. Financial Statements (Unaudited):	��
Consolidated Balance Sheets � September�30, 2014 and December�31, 2013	��	�	3	��
Consolidated Statements of Income � Three and Nine Months Ended September�30, 2014 and 2013	��	�	4	��
Consolidated Statements of Comprehensive Income �Three and Nine Months Ended September� 30, 2014 and 2013	��	�	5	��
Consolidated Statements of Changes in Stockholders� Equity � Nine Months Ended September� 30, 2014 and 2013	��	�	6	��
Consolidated Statements of Cash Flows � Nine Months Ended September�30, 2014 and 2013	��	�	7	��
Notes to Consolidated Financial Statements	��	�	8	��
Item�2. Management�s Discussion and Analysis of Financial Condition and Results of Operations	��	�	53	��
Item�3. Quantitative and Qualitative Disclosures About Market Risk	��	�	84	��
Item�4. Controls and Procedures	��	�	84	��
PART II. Other Information	��
Item�1. Legal Proceedings	��	�	85	��
Item�2. Unregistered Sales of Equity Securities and Use of Proceeds	��	�	86	��
Item�6. Exhibits	��	�	86	��
Signatures	��	�	87	��

�

2

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Table of Contents

PART I � FINANCIAL INFORMATION

ITEM�1. Financial Statements:

ASSOCIATED BANC-CORP

Consolidated Balance Sheets

�

�	��	September�30, 2014		�	�	December�31, 2013		�
�	��	(Unaudited)		�	�	(Audited)		�
�	��	(In�Thousands,�except�share�and�per�share�data)						�
ASSETS	��				�
Cash and due from banks	��	$	381,287	�	�	$	455,482	�
Interest-bearing deposits in other financial institutions	��	�	74,945	�	�	�	126,018	�
Federal funds sold and securities purchased under agreements to resell	��	�	18,320	�	�	�	20,745	�
Investment securities held to maturity, at amortized cost	��	�	301,941	�	�	�	175,210	�
Investment securities available for sale, at fair value	��	�	5,345,422	�	�	�	5,250,585	�
Federal Home Loan Bank and Federal Reserve Bank stocks, at cost	��	�	188,875	�	�	�	181,249	�
Loans held for sale	��	�	141,672	�	�	�	64,738	�
Loans	��	�	17,159,090	�	�	�	15,896,261	�
Allowance for loan losses	��	�	(266,262	)�	�	�	(268,315	)�
	��	�	�	�	�	�	�	�
Loans, net	��	�	16,892,828	�	�	�	15,627,946	�
Premises and equipment, net	��	�	272,283	�	�	�	270,890	�
Goodwill	��	�	929,168	�	�	�	929,168	�
Other intangible assets, net	��	�	69,201	�	�	�	74,464	�
Trading assets	��	�	34,005	�	�	�	43,728	�
Other assets	��	�	1,003,875	�	�	�	1,006,697	�
	��	�	�	�	�	�	�	�
Total assets	��	$	25,653,822	�	�	$	24,226,920	�
	��	�	�	�	�	�	�	�
LIABILITIES AND STOCKHOLDERS� EQUITY	��				�
Noninterest-bearing demand deposits	��	$	4,302,454	�	�	$	4,626,312	�
Interest-bearing deposits	��	�	13,898,804	�	�	�	12,640,855	�
	��	�	�	�	�	�	�	�
Total deposits	��	�	18,201,258	�	�	�	17,267,167	�
Federal funds purchased and securities sold under agreements to repurchase	��	�	765,641	�	�	�	475,442	�
Other short-term funding	��	�	664,539	�	�	�	265,484	�
Long-term funding	��	�	2,931,547	�	�	�	3,087,267	�
Trading liabilities	��	�	36,003	�	�	�	46,470	�
Accrued expenses and other liabilities	��	�	185,256	�	�	�	193,800	�
	��	�	�	�	�	�	�	�
Total liabilities	��	�	22,784,244	�	�	�	21,335,630	�
Stockholders� equity	��				�
Preferred equity	��	�	61,024	�	�	�	61,862	�
Common stock	��	�	1,719	�	�	�	1,750	�
Surplus	��	�	1,583,032	�	�	�	1,617,990	�
Retained earnings	��	�	1,466,525	�	�	�	1,392,508	�
Accumulated other comprehensive loss	��	�	(1,725	)�	�	�	(24,244	)�
Treasury stock, at cost	��	�	(240,997	)�	�	�	(158,576	)�
	��	�	�	�	�	�	�	�
Total stockholders� equity	��	�	2,869,578	�	�	�	2,891,290	�
	��	�	�	�	�	�	�	�
Total liabilities and stockholders� equity	��	$	25,653,822	�	�	$	24,226,920	�
	��	�	�	�	�	�	�	�
Preferred shares issued	��	�	62,689	�	�	�	63,549	�
Preferred shares authorized (par value $1.00 per share)	��	�	750,000	�	�	�	750,000	�
Common shares issued	��	�	171,888,747	�	�	�	175,012,686	�
Common shares authorized (par value $0.01 per share)	��	�	250,000,000	�	�	�	250,000,000	�
Treasury shares of common stock	��	�	15,126,171	�	�	�	10,874,182	�

See accompanying notes to consolidated financial statements.

�

3

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Table of Contents

ITEM�1. Financial Statements Continued:

�

ASSOCIATED BANC-CORP

Consolidated Statements of Income

(Unaudited)

�

�

��

Three�Months�Ended�September�30,

�

�

Nine�Months�Ended�September�30,

�

�

��

2014

�

��

2013

�

�

2014

�

��

2013

�

�

��

(In Thousands, except per share data)

�

INTEREST INCOME

��

��

�

��

Interest and fees on loans

��

$

152,030

�

��

$

146,219

�

�

$

442,046

�

��

$

438,642

�

Interest and dividends on investment securities

��

��

�

��

Taxable

��

�

25,037

�

��

�

21,544

�

�

�

77,403

�

��

�

64,603

�

Tax exempt

��

�

7,483

�

��

�

6,711

�

�

�

21,484

�

��

�

20,461

�

Other interest

��

�

1,503

�

��

�

1,260

�

�

�

4,814

�

��

�

3,740

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Total interest income

��

�

186,053

�

��

�

175,734

�

�

�

545,747

�

��

�

527,446

�

INTEREST EXPENSE

��

��

�

��

Interest on deposits

��

�

6,621

�

��

�

7,617

�

�

�

18,975

�

��

�

23,927

�

Interest on Federal funds purchased and securities sold under agreements to repurchase

��

�

390

�

��

�

308

�

�

�

1,001

�

��

�

1,051

�

Interest on other short-term funding

��

�

233

�

��

�

434

�

�

�

629

�

��

�

1,291

�

Interest on long-term funding

��

�

6,179

�

��

�

6,866

�

�

�

18,836

�

��

�

22,833

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Total interest expense

��

�

13,423

�

��

�

15,225

�

�

�

39,441

�

��

�

49,102

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

NET INTEREST INCOME

��

�

172,630

�

��

�

160,509

�

�

�

506,306

�

��

�

478,344

�

Provision for credit losses

��

�

1,000

�

��

�

(800

)�

�

�

11,000

�

��

�

7,800

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Net interest income after provision for credit losses

��

�

171,630

�

��

�

161,309

�

�

�

495,306

�

��

�

470,544

�

NONINTEREST INCOME

��

��

�

��

Trust service fees

��

�

12,218

�

��

�

11,380

�

�

�

35,946

�

��

�

33,695

�

Service charges on deposit accounts

��

�

17,961

�

��

�

18,407

�

�

�

51,773

�

��

�

52,679

�

Card-based and other nondeposit fees

��

�

12,407

�

��

�

12,688

�

�

�

37,493

�

��

�

37,229

�

Insurance commissions

��

�

7,860

�

��

�

11,356

�

�

�

33,828

�

��

�

32,750

�

Brokerage and annuity commissions

��

�

4,040

�

��

�

3,792

�

�

�

12,593

�

��

�

10,996

�

Mortgage banking, net

��

�

6,669

�

��

�

3,542

�

�

�

18,392

�

��

�

40,570

�

Capital market fees, net

��

�

2,939

�

��

�

2,652

�

�

�

7,360

�

��

�

10,309

�

Bank owned life insurance income

��

�

3,506

�

��

�

2,817

�

�

�

10,837

�

��

�

9,068

�

Asset gains, net

��

�

4,934

�

��

�

1,934

�

�

�

6,561

�

��

�

2,726

�

Investment securities gains, net

��

�

57

�

��

�

248

�

�

�

469

�

��

�

582

�

Other

��

�

2,317

�

��

�

2,100

�

�

�

5,424

�

��

�

6,622

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Total noninterest income

��

�

74,908

�

��

�

70,916

�

�

�

220,676

�

��

�

237,226

�

NONINTEREST EXPENSE

��

��

�

��

Personnel expense

��

�

97,650

�

��

�

98,102

�

�

�

293,141

�

��

�

295,800

�

Occupancy

��

�

13,743

�

��

�

14,758

�

�

�

43,088

�

��

�

44,725

�

Equipment

��

�

6,133

�

��

�

6,213

�

�

�

18,636

�

��

�

18,842

�

Technology

��

�

13,573

�

��

�

12,323

�

�

�

40,891

�

��

�

36,482

�

Business development and advertising

��

�

7,467

�

��

�

5,947

�

�

�

17,606

�

��

�

15,512

�

Other intangible asset amortization

��

�

990

�

��

�

1,010

�

�

�

2,972

�

��

�

3,032

�

Loan expense

��

�

3,813

�

��

�

3,157

�

�

�

10,220

�

��

�

9,485

�

Legal and professional fees

��

�

4,604

�

��

�

3,482

�

�

�

13,228

�

��

�

14,310

�

Losses other than loans

��

�

677

�

��

�

(600

)�

�

�

1,602

�

��

�

283

�

Foreclosure / OREO expense

��

�

2,083

�

��

�

2,515

�

�

�

5,554

�

��

�

7,239

�

FDIC expense

��

�

6,859

�

��

�

4,755

�

�

�

16,805

�

��

�

14,582

�

Other

��

�

14,261

�

��

�

13,509

�

�

�

43,693

�

��

�

41,190

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Total noninterest expense

��

�

171,853

�

��

�

165,171

�

�

�

507,436

�

��

�

501,482

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Income before income taxes

��

�

74,685

�

��

�

67,054

�

�

�

208,546

�

��

�

206,288

�

Income tax expense

��

�

24,478

�

��

�

21,396

�

�

�

66,775

�

��

�

65,354

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Net income

��

�

50,207

�

��

�

45,658

�

�

�

141,771

�

��

�

140,934

�

Preferred stock dividends

��

�

1,255

�

��

�

1,285

�

�

�

3,777

�

��

�

3,885

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Net income available to common equity

��

$

48,952

�

��

$

44,373

�

�

$

137,994

�

��

$

137,049

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Earnings per common share:

��

��

�

��

Basic

��

$

0.31

�

��

$

0.27

�

�

$

0.86

�

��

$

0.82

�

Diluted

��

$

0.31

�

��

$

0.27

�

�

$

0.85

�

��

$

0.82

�

Average common shares outstanding:

��

��

�

��

Basic

��

�

155,925

�

��

�

164,954

�

�

�

159,090

�

��

�

166,586

�

Diluted

��

�

156,991

�

��

�

165,443

�

�

�

159,993

�

��

�

166,760

�

See accompanying notes to consolidated financial statements.

�

4

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Table of Contents

ITEM�1: Financial Statements Continued:

�

ASSOCIATED BANC-CORP

Consolidated Statements of Comprehensive Income

(Unaudited)

�

�

��

Three�Months�Ended�September�30,

�

�

Nine�Months�Ended�September�30,

�

�

��

2014

�

�

2013

�

�

2014

�

�

2013

�

�

��

($ in Thousands)

�

Net income

��

$

50,207

�

�

$

45,658

�

�

$

141,771

�

�

$

140,934

�

Other comprehensive income (loss), net of tax:

��

�

�

�

Investment securities available for sale:

��

�

�

�

Net unrealized gains (losses)

��

�

(20,123

)�

�

�

(20,558

)�

�

�

36,061

�

�

�

(142,318

)�

Reclassification adjustment for net gains realized in net income

��

�

(57

)�

�

�

(248

)�

�

�

(469

)�

�

�

(582

)�

Income tax (expense) benefit

��

�

7,757

�

�

�

8,031

�

�

�

(13,684

)�

�

�

55,169

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Other comprehensive income (loss) on investment securities available for sale

��

�

(12,423

)�

�

�

(12,775

)�

�

�

21,908

�

�

�

(87,731

)�

Defined benefit pension and postretirement obligations:

��

�

�

�

Amortization of prior service cost

��

�

15

�

�

�

17

�

�

�

45

�

�

�

52

�

Amortization of actuarial losses

��

�

317

�

�

�

1,073

�

�

�

949

�

�

�

3,218

�

Income tax expense

��

�

(128

)�

�

�

(420

)�

�

�

(383

)�

�

�

(1,262

)�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Other comprehensive income on pension and postretirement obligations

��

�

204

�

�

�

670

�

�

�

611

�

�

�

2,008

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total other comprehensive income (loss)

��

�

(12,219

)�

�

�

(12,105

)�

�

�

22,519

�

�

�

(85,723

)�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Comprehensive income

��

$

37,988

�

�

$

33,553

�

�

$

164,290

�

�

$

55,211

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

See accompanying notes to consolidated financial statements.

�

5

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Table of Contents

ITEM�1. Financial Statements Continued:

�

ASSOCIATED BANC-CORP

Consolidated Statements of Changes in Stockholders� Equity

(Unaudited)

�

�

��

Preferred Equity

�

�

Common Stock

�

�

Surplus

�

�

Retained Earnings

�

�

Accumulated Other Comprehensive Income (Loss)

�

�

Treasury Stock

�

�

Total

�

�

��

($ in Thousands, except per share data)

�

Balance, December�31, 2012

��

$

63,272

�

�

$

1,750

�

�

$

1,602,136

�

�

$

1,281,811

�

�

$

48,603

�

�

$

(61,173

)�

�

$

2,936,399

�

Comprehensive income:

��

�

�

�

�

�

�

Net income

��

�

���

�

�

�

���

�

�

�

���

�

�

�

140,934

�

�

�

���

�

�

�

���

�

�

�

140,934

�

Other comprehensive loss

��

�

���

�

�

�

���

�

�

�

���

�

�

�

���

�

�

�

(85,723

)�

�

�

���

�

�

�

(85,723

)�

��

�

�

�

�

�

�

�

�

�

Comprehensive income

��

�

�

�

�

�

�

�

55,211

�

��

�

�

�

�

�

�

�

�

�

Common stock issued:

��

�

�

�

�

�

�

Stock-based compensation plans, net

��

�

���

�

�

�

���

�

�

�

564

�

�

�

(17,057

)�

�

�

���

�

�

�

23,368

�

�

�

6,875

�

Purchase of treasury stock

��

�

���

�

�

�

���

�

�

�

���

�

�

�

���

�

�

�

���

�

�

�

(93,294

)�

�

�

(93,294

)�

Cash dividends:

��

�

�

�

�

�

�

Common stock, $0.24 per share

��

�

���

�

�

�

���

�

�

�

���

�

�

�

(40,223

)�

�

�

���

�

�

�

���

�

�

�

(40,223

)�

Preferred stock

��

�

���

�

�

�

���

�

�

�

���

�

�

�

(3,885

)�

�

�

���

�

�

�

���

�

�

�

(3,885

)�

Purchase of preferred stock

��

�

(535

)�

�

�

���

�

�

�

���

�

�

�

(82

)�

�

�

���

�

�

�

���

�

�

�

(617

)�

Stock-based compensation expense, net

��

�

���

�

�

�

���

�

�

�

11,368

�

�

�

���

�

�

�

���

�

�

�

���

�

�

�

11,368

�

Tax benefit of stock options

��

�

���

�

�

�

���

�

�

�

448

�

�

�

���

�

�

�

���

�

�

�

���

�

�

�

448

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Balance, September�30, 2013

��

$

62,737

�

�

$

1,750

�

�

$

1,614,516

�

�

$

1,361,498

�

�

$

(37,120

)�

�

$

(131,099

)�

�

$

2,872,282

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Balance, December�31, 2013

��

$

61,862

�

�

$

1,750

�

�

$

1,617,990

�

�

$

1,392,508

�

�

$

(24,244

)�

�

$

(158,576

)�

�

$

2,891,290

�

Comprehensive income:

��

�

�

�

�

�

�

Net income

��

�

���

�

�

�

���

�

�

�

���

�

�

�

141,771

�

�

�

���

�

�

�

���

�

�

�

141,771

�

Other comprehensive income

��

�

���

�

�

�

���

�

�

�

���

�

�

�

���

�

�

�

22,519

�

�

�

���

�

�

�

22,519

�

��

�

�

�

�

�

�

�

�

�

Comprehensive income

��

�

�

�

�

�

�

�

164,290

�

��

�

�

�

�

�

�

�

�

�

Common stock issued:

��

�

�

�

�

�

�

Stock-based compensation plans, net

��

�

���

�

�

�

���

�

�

�

1,863

�

�

�

(20,556

)�

�

�

���

�

�

�

29,824

�

�

�

11,131

�

Purchase of common stock returned to authorized but unissued

��

�

���

�

�

�

(31

)�

�

�

(50,467

)�

�

�

���

�

�

�

���

�

�

�

50,498

�

�

�

���

�

Purchase of treasury stock

��

�

���

�

�

�

���

�

�

�

���

�

�

�

���

�

�

�

���

�

�

�

(162,743

)�

�

�

(162,743

)�

Cash dividends:

��

�

�

�

�

�

�

Common stock, $0.27 per share

��

�

���

�

�

�

���

�

�

�

�

(43,299

)�

�

�

���

�

�

�

���

�

�

�

(43,299

)�

Preferred stock

��

�

���

�

�

�

���

�

�

�

���

�

�

�

(3,777

)�

�

�

���

�

�

�

���

�

�

�

(3,777

)�

Purchase of preferred stock

��

�

(838

)�

�

�

���

�

�

�

���

�

�

�

(122

)�

�

�

���

�

�

�

���

�

�

�

(960

)�

Stock-based compensation expense, net

��

�

���

�

�

�

���

�

�

�

12,462

�

�

�

���

�

�

�

���

�

�

�

���

�

�

�

12,462

�

Tax benefit of stock options

��

�

���

�

�

�

���

�

�

�

1,184

�

�

�

���

�

�

�

���

�

�

�

���

�

�

�

1,184

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Balance, September�30, 2014

��

$

61,024

�

�

$

1,719

�

�

$

1,583,032

�

�

$

1,466,525

�

�

$

(1,725

)�

�

$

(240,997

)�

�

$

2,869,578

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

See accompanying notes to consolidated financial statements.

�

6

---

Table of Contents

ITEM�1. Financial Statements Continued:

�

ASSOCIATED BANC-CORP

Consolidated Statements of Cash Flows

(Unaudited)

�

�	��	Nine�Months�Ended�September�30,						�
�	��	2014		�	�	2013		�
�	��	($ in Thousands)						�
CASH FLOWS FROM OPERATING ACTIVITIES	��				�
Net income	��	$	141,771	�	�	$	140,934	�
Adjustments to reconcile net income to net cash provided by operating activities:	��				�
Provision for credit losses	��	�	11,000	�	�	�	7,800	�
Depreciation and amortization	��	�	38,023	�	�	�	36,738	�
Recovery of valuation allowance on mortgage servicing rights, net	��	�	(89	)�	�	�	(14,097	)�
Amortization of mortgage servicing rights	��	�	8,224	�	�	�	12,479	�
Amortization of other intangible assets	��	�	2,972	�	�	�	3,032	�
Amortization and accretion on earning assets, funding, and other, net	��	�	21,647	�	�	�	36,973	�
Tax impact of stock based compensation	��	�	1,184	�	�	�	448	�
Gain on sales of investment securities, net	��	�	(469	)�	�	�	(582	)�
Gain on sales of assets and impairment write-downs, net	��	�	(6,561	)�	�	�	(2,726	)�
Gain on mortgage banking activities, net	��	�	(11,668	)�	�	�	(31,539	)�
Mortgage loans originated and acquired for sale	��	�	(777,532	)�	�	�	(1,977,357	)�
Proceeds from sales of mortgage loans held for sale	��	�	735,565	�	�	�	2,152,286	�
Pension contributions	��	�	(21,270	)�	�	�	(28,000	)�
(Increase) decrease in interest receivable	��	�	(3,301	)�	�	�	739	�
Decrease in interest payable	��	�	(6,451	)�	�	�	(8,293	)�
Net change in other assets and other liabilities	��	�	(2,333	)�	�	�	42,721	�
	��	�	�	�	�	�	�	�
Net cash provided by operating activities	��	�	130,712	�	�	�	371,556	�
	��	�	�	�	�	�	�	�
CASH FLOWS FROM INVESTING ACTIVITIES	��				�
Net increase in loans	��	�	(1,292,718	)�	�	�	(233,755	)�
Purchases of:	��				�
Available for sale securities	��	�	(808,899	)�	�	�	(1,305,155	)�
Held to maturity securities	��	�	(126,602	)�	�	�	(85,453	)�
FHLB stock	��	�	(7,626	)�	�	�	(28,520	)�
Premises, equipment, and software, net of disposals	��	�	(35,507	)�	�	�	(49,139	)�
Other assets	��	�	(2,460	)�	�	�	(1,401	)�
Proceeds from:	��				�
Sales of available for sale securities	��	�	101,987	�	�	�	135,809	�
Prepayments, calls, and maturities of available for sale securities	��	�	620,606	�	�	�	1,082,290	�
Prepayments, calls, and maturities of held to maturity securities	��	�	6,170	�	�	�	���	�
FHLB stock	��	�	���	�	�	�	14,399	�
Prepayments, calls, and maturities of other assets	��	�	29,136	�	�	�	30,857	�
	��	�	�	�	�	�	�	�
Net cash used in investing activities	��	�	(1,515,913	)�	�	�	(440,068	)�
	��	�	�	�	�	�	�	�
CASH FLOWS FROM FINANCING ACTIVITIES	��				�
Net increase in deposits	��	�	934,091	�	�	�	1,398,043	�
Net increase (decrease) in short-term funding	��	�	689,254	�	�	�	(700,059	)�
Repayment of long-term funding	��	�	(155,058	)�	�	�	(400,156	)�
Purchase of preferred stock	��	�	(960	)�	�	�	(617	)�
Cash dividends on common stock	��	�	(43,299	)�	�	�	(40,223	)�
Cash dividends on preferred stock	��	�	(3,777	)�	�	�	(3,885	)�
Purchase of treasury stock	��	�	(162,743	)�	�	�	(93,294	)�
	��	�	�	�	�	�	�	�
Net cash provided by financing activities	��	�	1,257,508	�	�	�	159,809	�
	��	�	�	�	�	�	�	�
Net increase (decrease) in cash and cash equivalents	��	�	(127,693	)�	�	�	91,297	�
Cash and cash equivalents at beginning of period	��	�	602,245	�	�	�	737,873	�
	��	�	�	�	�	�	�	�
Cash and cash equivalents at end of period	��	$	474,552	�	�	$	829,170	�
	��	�	�	�	�	�	�	�
Supplemental disclosures of cash flow information:	��				�
Cash paid for interest	��	$	46,026	�	�	$	57,310	�
Cash paid for income taxes	��	�	57,167	�	�	�	29,700	�
Loans and bank premises transferred to other real estate owned	��	�	17,125	�	�	�	21,962	�
Capitalized mortgage servicing rights	��	�	5,844	�	�	�	15,968	�
	��	�	�	�	�	�	�	�

See accompanying notes to consolidated financial statements.

�

�

7

---

Table of Contents

ITEM�1. Financial Statements Continued:

�

ASSOCIATED BANC-CORP

Notes to Consolidated Financial Statements

These interim consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission and, therefore, certain information and footnote disclosures normally presented in accordance with U.S. generally accepted accounting principles have been omitted or abbreviated. The information contained in the consolidated financial statements and footnotes in Associated Banc-Corp�s 2013 annual report on Form 10-K, should be referred to in connection with the reading of these unaudited interim financial statements.

NOTE 1: Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position, results of operations and comprehensive income, changes in stockholders� equity, and cash flows of Associated Banc-Corp (individually referred to herein as the �Parent Company,� and together with all of its subsidiaries and affiliates, collectively referred to herein as the �Corporation�) for the periods presented, and all such adjustments are of a normal recurring nature. The consolidated financial statements include the accounts of all subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

Certain amounts in the consolidated financial statements of prior periods have been reclassified to conform with the current period�s presentation. The consolidated statements of income were modified from prior periods� presentation to conform with the current period presentation, which shows a new provision for credit losses line item comprised of the provision for loan losses and the provision for unfunded commitments. In prior periods� presentation, the provision for unfunded commitments was reported as a component of losses other than loans in the consolidated statements of income. The presentation of the consolidated balance sheets remains unchanged with the allowance for loan losses presented as a valuation allowance with the related loan asset, while the allowance for unfunded commitments is included in accrued expenses and other liabilities.

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Estimates that are particularly susceptible to significant change include the determination of the allowance for credit losses, goodwill impairment assessment, mortgage servicing rights valuation, and income taxes. Management has evaluated subsequent events for potential recognition or disclosure.

NOTE 2: New Accounting Pronouncements Adopted

In July 2013, the FASB issued an amendment to clarify the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This amendment is effective for fiscal years, and interim periods within those years, beginning after December�15, 2013 and should be applied prospectively. The Corporation adopted the accounting standard during the first quarter of 2014, as required, with no material impact on its results of operations, financial position, or liquidity.

NOTE 3: Earnings Per Common Share

Earnings per share are calculated utilizing the two-class method. Basic earnings per common share are calculated by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding. Diluted earnings per common share are calculated by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding adjusted for the dilutive effect of common stock awards (outstanding stock options, unvested restricted stock, and outstanding stock warrants). Presented below are the calculations for basic and diluted earnings per common share.

�

8

---

Table of Contents

�

��

For�the�Three�Months�Ended September�30

�

�

For�the�Nine�Months�Ended September�30

�

�

��

2014

�

�

2013

�

�

2014

�

�

2013

�

�

��

(In Thousands, except per share data)

�

Net income

��

$

50,207

�

�

$

45,658

�

�

$

141,771

�

�

$

140,934

�

Preferred stock dividends

��

�

(1,255

)�

�

�

(1,285

)�

�

�

(3,777

)�

�

�

(3,885

)�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net income available to common equity

��

$

48,952

�

�

$

44,373

�

�

$

137,994

�

�

$

137,049

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Common shareholder dividends

��

�

(13,983

)�

�

�

(13,167

)�

�

�

(42,864

)�

�

�

(39,849

)�

Dividends on unvested share-based payment awards

��

�

(140

)�

�

�

(100

)�

�

�

(435

)�

�

�

(374

)�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Undistributed earnings

��

$

34,829

�

�

$

31,106

�

�

$

94,695

�

�

$

96,826

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Undistributed earnings allocated to common shareholders

��

�

34,481

�

�

�

30,873

�

�

�

93,862

�

�

�

96,112

�

Undistributed earnings allocated to unvested share-based payment awards

��

�

348

�

�

�

233

�

�

�

833

�

�

�

714

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Undistributed earnings

��

$

34,829

�

�

$

31,106

�

�

$

94,695

�

�

$

96,826

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Basic

��

�

�

�

Distributed earnings to common shareholders

��

$

13,983

�

�

$

13,167

�

�

$

42,864

�

�

$

39,849

�

Undistributed earnings allocated to common shareholders

��

�

34,481

�

�

�

30,873

�

�

�

93,862

�

�

�

96,112

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total common shareholders earnings, basic

��

$

48,464

�

�

$

44,040

�

�

$

136,726

�

�

$

135,961

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Diluted

��

�

�

�

Distributed earnings to common shareholders

��

$

13,983

�

�

$

13,167

�

�

$

42,864

�

�

$

39,849

�

Undistributed earnings allocated to common shareholders

��

�

34,481

�

�

�

30,873

�

�

�

93,862

�

�

�

96,112

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total common shareholders earnings, diluted

��

$

48,464

�

�

$

44,040

�

�

$

136,726

�

�

$

135,961

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Weighted average common shares outstanding

��

�

155,925

�

�

�

164,954

�

�

�

159,090

�

�

�

166,586

�

Effect of dilutive common stock awards

��

�

1,066

�

�

�

489

�

�

�

903

�

�

�

174

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Diluted weighted average common shares outstanding

��

�

156,991

�

�

�

165,443

�

�

�

159,993

�

�

�

166,760

�

Basic earnings per common share

��

$

0.31

�

�

$

0.27

�

�

$

0.86

�

�

$

0.82

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Diluted earnings per common share

��

$

0.31

�

�

$

0.27

�

�

$

0.85

�

�

$

0.82

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Options to purchase approximately 2�million and 3�million shares were outstanding for the three and nine months ended September�30, 2014, respectively, but excluded from the calculation of diluted earnings per common share as the effect would have been anti-dilutive. Options to purchase approximately 3�million shares were outstanding for both the three and nine months ended September�30, 2013, but excluded from the calculation of diluted earnings per common share as the effect would have been anti-dilutive.

�

9

---

Table of Contents

NOTE 4: Stock-Based Compensation

At September�30, 2014, the Corporation had one stock-based compensation plan, the 2013 Incentive Compensation Plan. All stock options granted under this plan have an exercise price that is equal to the closing price of the Corporation�s stock on the grant date.

The Corporation also issues restricted common stock and restricted common stock units to certain key employees (collectively referred to as �restricted stock awards�) under this plan. The shares of restricted stock are restricted as to transfer, but are not restricted as to dividend payment or voting rights. Restricted stock units receive dividend equivalents but do not have voting rights. The transfer restrictions primarily lapse over three or four years, depending upon whether the awards are service-based or performance-based. Service-based awards are contingent upon continued employment or meeting the requirements for retirement, and performance-based awards are based on earnings per share performance goals, relative total shareholder return, and continued employment or meeting the requirements for retirement. The plan provides that restricted stock awards and stock options will immediately become fully vested upon retirement from the Corporation of those colleagues whose retirement meets the early retirement or normal retirement definitions under the plan (�retirement eligible colleagues�).

The fair value of stock options granted is estimated on the date of grant using a Black-Scholes option pricing model, while the fair value of restricted stock awards is their fair market value on the date of grant. The fair values of stock options and restricted stock awards are amortized as compensation expense on a straight-line basis over the vesting period of the grants. Beginning with the 2014 grants, expenses related to stock options and restricted stock are fully recognized on the date the colleague meets the definition of normal or early retirement. Compensation expense recognized is included in personnel expense in the consolidated statements of income.

Assumptions are used in estimating the fair value of stock options granted. The weighted average expected life of the stock option represents the period of time that stock options are expected to be outstanding and is estimated using historical data of stock option exercises and forfeitures. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is based on the implied volatility of the Corporation�s stock. The following assumptions were used in estimating the fair value for options granted in the first nine months of 2014 and full year 2013.

�

�	��	2014		�	�	2013		�
Dividend yield	��	�	2.00�	%�	�	�	2.00�	%�
Risk-free interest rate	��	�	2.00�	%�	�	�	0.99�	%�
Weighted average expected volatility	��	�	20.00�	%�	�	�	34.35�	%�
Weighted average expected life	��	�	6 years	��	�	�	6 years	��
Weighted average per share fair value of options	��	$	3.00	�	�	$	3.80	�

The Corporation is required to estimate potential forfeitures of stock grants and adjust compensation expense recorded accordingly. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized in the period of change and will also impact the amount of stock compensation expense to be recognized in future periods.

�

10

---

Table of Contents

A summary of the Corporation�s stock option activity for the year ended December�31, 2013 and for the nine months ended September�30, 2014, is presented below.

�

Stock Options

��

Shares

�

�

Weighted�Average Exercise Price

�

��

Weighted�Average Remaining Contractual Term

�

��

Aggregate�Intrinsic Value (000s)

�

Outstanding at December�31, 2012

��

�

8,640,558

�

�

$

18.88

�

��

��

Granted

��

�

1,020,979

�

�

�

14.02

�

��

��

Exercised

��

�

(642,202

)�

�

�

13.43

�

��

��

Forfeited or expired

��

�

(985,092

)�

�

�

21.49

�

��

��

��

�

�

�

�

�

�

�

��

��

Outstanding at December�31, 2013

��

�

8,034,243

�

�

$

18.37

�

��

�

6.03

�

��

$

20,838

�

��

�

�

�

�

�

�

�

��

��

Options exercisable at December�31, 2013

��

�

4,923,720

�

�

$

21.48

�

��

�

4.62

�

��

�

8,580

�

��

�

�

�

�

�

�

�

��

��

Outstanding at December�31, 2013

��

�

8,034,243

�

�

$

18.37

�

��

��

Granted

��

�

1,389,452

�

�

�

17.45

�

��

��

Exercised

��

�

(754,470

)�

�

�

13.74

�

��

��

Forfeited or expired

��

�

(589,238

)�

�

�

24.36

�

��

��

��

�

�

�

�

�

�

�

��

��

Outstanding at September�30, 2014

��

�

8,079,987

�

�

$

18.21

�

��

�

6.12

�

��

$

17,762

�

��

�

�

�

�

�

�

�

��

��

Options exercisable at September�30, 2014

��

�

5,225,930

�

�

$

19.78

�

��

�

4.79

�

��

�

11,624

�

��

�

�

�

�

�

�

�

��

��

The following table summarizes information about the Corporation�s nonvested stock option activity for the year ended December�31, 2013, and for the nine months ended September�30, 2014.

�

Stock Options	��	Shares		�	�	Weighted�Average Grant�Date�Fair�Value		�
Nonvested at December�31, 2012	��	�	4,036,595	�	�	$	5.11	�
Granted	��	�	1,020,979	�	�	�	3.80	�
Vested	��	�	(1,680,981	)�	�	�	5.10	�
Forfeited	��	�	(266,070	)�	�	�	5.05	�
	��	�	�	�	�
Nonvested at December�31, 2013	��	�	3,110,523	�	�	$	4.69	�
	��	�	�	�	�
Granted	��	�	1,389,452	�	�	�	3.00	�
Vested	��	�	(1,492,733	)�	�	�	4.95	�
Forfeited	��	�	(153,185	)�	�	�	4.41	�
	��	�	�	�	�
Nonvested at September�30, 2014	��	�	2,854,057	�	�	$	3.75	�
	��	�	�	�	�

The intrinsic value of stock options exercised for the nine months ended September�30, 2014 was $3 million and $2 million for the year ended December�31, 2013, respectively. The total fair value of stock options that vested was $7 million for the first nine months of 2014 and $9 million for the year ended December�31, 2013. For the nine months ended September�30, 2014 and 2013, the Corporation recognized compensation expense for the vesting of stock options of $5 million and $6 million, respectively. For the full year 2013, the Corporation recognized compensation expense of $8 million for the vesting of stock options. Included in compensation expense for 2014 was approximately $250,000 of expense for the accelerated vesting of stock options granted to retirement eligible colleagues. At September�30, 2014, the Corporation had $6 million of unrecognized compensation expense related to stock options that is expected to be recognized over the remaining requisite service periods that extend predominantly through fourth quarter 2018.

�

11

---

Table of Contents

The following table summarizes information about the Corporation�s restricted stock awards activity for the year ended December�31, 2013, and for the nine months ended September�30, 2014.

�

Restricted Stock	��	Shares		�	�	Weighted�Average Grant�Date�Fair�Value		�
Outstanding at December�31, 2012	��	�	932,425	�	�	$	13.60	�
Granted	��	�	1,276,868	�	�	�	14.03	�
Vested	��	�	(626,480	)�	�	�	13.68	�
Forfeited	��	�	(71,048	)�	�	�	13.92	�
	��	�	�	�	�
Outstanding at December�31, 2013	��	�	1,511,765	�	�	$	13.92	�
	��	�	�	�	�
Granted	��	�	1,158,711	�	�	�	17.41	�
Vested	��	�	(526,784	)�	�	�	14.13	�
Forfeited	��	�	(124,222	)�	�	�	15.06	�
	��	�	�	�	�
Outstanding at September�30, 2014	��	�	2,019,470	�	�	$	15.80	�
	��	�	�	�	�

The Corporation amortizes the expense related to restricted stock awards as compensation expense over the vesting period specified in the grant. Restricted stock awards granted during 2013 to executive officers will vest ratably over a three year period, while restricted stock awards granted during 2014 will vest ratably over a four year period. Restricted stock awards granted to non-executives during 2014 and 2013 will vest ratably over a four year period. Expense for restricted stock awards of approximately $8 million and $6 million was recognized for the nine months ended September�30, 2014 and 2013, respectively. The Corporation recognized approximately $7 million of expense for restricted stock awards for the full year 2013. Included in compensation expense for 2014 was approximately $1.1 million of expense for the accelerated vesting of restricted stock awards granted to retirement eligible colleagues. The Corporation had $24 million of unrecognized compensation costs related to restricted stock awards at September�30, 2014 that is expected to be recognized over the remaining requisite service periods that extend predominantly through fourth quarter 2018.

The Corporation has the ability to issue shares from treasury or new shares upon the exercise of stock options or the granting of restricted stock awards. The Board of Directors has authorized management to repurchase shares of the Corporation�s common stock each quarter in the market, to be made available for issuance in connection with the Corporation�s employee incentive plans and for other corporate purposes. The repurchase of shares will be based on market and investment opportunities, capital levels, growth prospects, and regulatory constraints. Such repurchases may occur from time to time in open market purchases, block transactions, private transactions, accelerated share repurchase programs, or similar facilities.

�

12

---

Table of Contents

NOTE 5: Investment Securities

The amortized cost and fair values of investment securities available for sale and held to maturity were as follows.

�

September�30, 2014:

��

Amortized cost

�

��

Gross unrealized gains

�

��

Gross unrealized losses

�

�

Fair value

�

�

��

($ in Thousands)

�

Investment securities available for sale:

��

��

��

�

U.S. Treasury securities

��

$

999

�

��

$

���

�

��

$

(3

)�

�

$

996

�

Obligations of state and political subdivisions (municipal securities)

��

�

588,255

�

��

�

26,229

�

��

�

(48

)�

�

�

614,436

�

Residential mortgage-related securities:

��

��

��

�

Government-sponsored enterprise (�GSE�)

��

�

3,725,218

�

��

�

59,047

�

��

�

(43,225

)�

�

�

3,741,040

�

Private-label

��

�

2,475

�

��

�

9

�

��

�

(2

)�

�

�

2,482

�

GNMA commercial mortgage-related securities

��

�

1,007,068

�

��

�

1,751

�

��

�

(28,217

)�

�

�

980,602

�

Other securities (debt and equity)

��

�

5,806

�

��

�

60

�

��

�

���

�

�

�

5,866

�

��

�

�

�

��

�

�

�

��

�

�

�

�

�

�

�

Total investment securities available for sale

��

$

5,329,821

�

��

$

87,096

�

��

$

(71,495

)�

�

$

5,345,422

�

��

�

�

�

��

�

�

�

��

�

�

�

�

�

�

�

Investment securities held to maturity:

��

��

��

�

Obligations of state and political subdivisions (municipal securities)

��

$

301,941

�

��

$

6,875

�

��

$

(934

)�

�

$

307,882

�

��

�

�

�

��

�

�

�

��

�

�

�

�

�

�

�

Total investment securities held to maturity

��

$

301,941

�

��

$

6,875

�

��

$

(934

)�

�

$

307,882

�

��

�

�

�

��

�

�

�

��

�

�

�

�

�

�

�

December�31, 2013:

��

Amortized cost

�

��

Gross unrealized gains

�

��

Gross unrealized losses

�

�

Fair value

�

�

��

($ in Thousands)

�

Investment securities available for sale:

��

��

��

�

U.S. Treasury securities

��

$

1,001

�

��

$

1

�

��

$

���

�

�

$

1,002

�

Obligations of state and political subdivisions (municipal securities)

��

�

653,758

�

��

�

23,855

�

��

�

(1,533

)�

�

�

676,080

�

Residential mortgage-related securities:

��

��

��

�

GSE

��

�

3,855,467

�

��

�

61,542

�

��

�

(78,579

)�

�

�

3,838,430

�

Private-label

��

�

3,035

�

��

�

16

�

��

�

(37

)�

�

�

3,014

�

GNMA commercial mortgage-related securities

��

�

673,555

�

��

�

1,764

�

��

�

(27,842

)�

�

�

647,477

�

Asset-backed securities (1)

��

�

23,049

�

��

�

10

�

��

�

���

�

�

�

23,059

�

Other securities (debt and equity)

��

�

60,711

�

��

�

855

�

��

�

(43

)�

�

�

61,523

�

��

�

�

�

��

�

�

�

��

�

�

�

�

�

�

�

Total investment securities available for sale

��

$

5,270,576

�

��

$

88,043

�

��

$

(108,034

)�

�

$

5,250,585

�

��

�

�

�

��

�

�

�

��

�

�

�

�

�

�

�

Investment securities held to maturity:

��

��

��

�

Obligations of state and political subdivisions (municipal securities)

��

$

175,210

�

��

$

401

�

��

$

(5,722

)�

�

$

169,889

�

��

�

�

�

��

�

�

�

��

�

�

�

�

�

�

�

Total investment securities held to maturity

��

$

175,210

�

��

$

401

�

��

$

(5,722

)�

�

$

169,889

�

��

�

�

�

��

�

�

�

��

�

�

�

�

�

�

�

�

(1)	The asset-backed securities position is largely comprised of senior, floating rate, tranches of student loan securities issued by SLM Corp and guaranteed under the Federal Family Education Loan Program.

�

13

---

Table of Contents

The amortized cost and fair values of investment securities available for sale and held to maturity at September�30, 2014, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

�

�

��

Available for Sale

�

�

Held to Maturity

�

($ in Thousands)

��

Amortized�Cost

�

��

Fair Value

�

�

Amortized�Cost

�

��

Fair Value

�

Due in one year or less

��

$

28,053

�

��

$

28,232

�

�

$

���

�

��

$

���

�

Due after one year through five years

��

�

224,059

�

��

�

236,326

�

�

�

765

�

��

�

774

�

Due after five years through ten years

��

�

333,788

�

��

�

347,187

�

�

�

105,931

�

��

�

106,998

�

Due after ten years

��

�

9,142

�

��

�

9,480

�

�

�

195,245

�

��

�

200,110

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Total debt securities

��

�

595,042

�

��

�

621,225

�

�

�

301,941

�

��

�

307,882

�

Residential mortgage-related securities:

��

��

�

��

GSE

��

�

3,725,218

�

��

�

3,741,040

�

�

�

���

�

��

�

���

�

Private-label

��

�

2,475

�

��

�

2,482

�

�

�

���

�

��

�

���

�

GNMA commercial mortgage-related securities

��

�

1,007,068

�

��

�

980,602

�

�

�

���

�

��

�

���

�

Equity securities

��

�

18

�

��

�

73

�

�

�

���

�

��

�

���

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Total investment securities

��

$

5,329,821

�

��

$

5,345,422

�

�

$

301,941

�

��

$

307,882

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Ratio of Fair Value to Amortized Cost

��

��

�

100.3�

%�

�

��

�

102.0�

%�

The following represents gross unrealized losses and the related fair value of investment securities available for sale and held to maturity, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September�30, 2014.

�

�

��

Less than 12 months

�

��

12 months or more

�

��

Total

�

September�30, 2014:

��

Number�of Securities

�

��

Unrealized Losses

�

�

Fair Value

�

��

Number�of Securities

�

��

Unrealized Losses

�

�

Fair Value

�

��

Unrealized Losses

�

�

Fair Value

�

�

��

�

�

��

($ in Thousands)

�

Investment securities available for sale:

��

��

�

��

��

�

��

�

U.S. Treasury securities

��

�

1

�

��

$

(3

)�

�

$

996

�

��

�

���

�

��

$

���

�

�

$

���

�

��

$

(3

)�

�

$

996

�

Obligations of state and political subdivisions (municipal securities)

��

�

5

�

��

�

(1

)�

�

$

1,799

�

��

�

13

�

��

�

(47

)�

�

$

5,647

�

��

�

(48

)�

�

$

7,446

�

Residential mortgage-related securities:

��

��

�

��

��

�

��

�

GSE

��

�

30

�

��

�

(1,472

)�

�

�

331,085

�

��

�

64

�

��

�

(41,753

)�

�

�

1,389,945

�

��

�

(43,225

)�

�

�

1,721,030

�

Private-label

��

�

1

�

��

�

(1

)�

�

�

1,889

�

��

�

2

�

��

�

(1

)�

�

�

30

�

��

�

(2

)�

�

�

1,919

�

GNMA commercial mortgage-related securities

��

�

12

�

��

�

(1,927

)�

�

�

363,315

�

��

�

15

�

��

�

(26,290

)�

�

�

390,443

�

��

�

(28,217

)�

�

�

753,758

�

��

��

�

�

�

�

�

�

�

��

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

Total

��

��

$

(3,404

)�

�

$

699,084

�

��

��

$

(68,091

)�

�

$

1,786,065

�

��

$

(71,495

)�

�

$

2,485,149

�

��

��

�

�

�

�

�

�

�

��

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

Investment securities held to maturity:

��

��

�

��

��

�

��

�

Obligations of state and political subdivisions (municipal securities)

��

�

39

�

��

$

(55

)�

�

$

14,443

�

��

�

119

�

��

$

(879

)�

�

$

55,522

�

��

$

(934

)�

�

$

69,965

�

��

��

�

�

�

�

�

�

�

��

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

Total

��

��

$

(55

)�

�

$

14,443

�

��

��

$

(879

)�

�

$

55,522

�

��

$

(934

)�

�

$

69,965

�

��

��

�

�

�

�

�

�

�

��

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

�

14

---

Table of Contents

For comparative purposes, the following represents gross unrealized losses and the related fair value of investment securities available for sale and held to maturity, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December�31, 2013.

�

�

��

Less than 12 months

�

��

12 months or more

�

��

Total

�

December�31, 2013:

��

Number�of Securities

�

��

Unrealized Losses

�

�

Fair Value

�

��

Number�of Securities

�

��

Unrealized Losses

�

�

Fair Value

�

��

Unrealized Losses

�

�

Fair Value

�

�

��

�

�

��

($ in Thousands)

�

Investment securities available for sale:

��

��

�

��

��

�

��

�

Obligations of state and political subdivisions (municipal securities)

��

�

113

�

��

$

(1,525

)�

�

$

47,044

�

��

�

1

�

��

$

(8

)�

�

$

273

�

��

$

(1,533

)�

�

$

47,317

�

Residential mortgage-related securities:

��

��

�

��

��

�

��

�

GSE

��

�

106

�

��

�

(57,393

)�

�

�

1,887,784

�

��

�

15

�

��

�

(21,186

)�

�

�

421,082

�

��

�

(78,579

)�

�

�

2,308,866

�

Private-label

��

�

2

�

��

�

(37

)�

�

�

2,105

�

��

�

1

�

��

�

���

�

�

�

35

�

��

�

(37

)�

�

�

2,140

�

GNMA commercial mortgage-related securities

��

�

19

�

��

�

(23,854

)�

�

�

443,462

�

��

�

1

�

��

�

(3,988

)�

�

�

45,950

�

��

�

(27,842

)�

�

�

489,412

�

Other debt securities

��

�

5

�

��

�

(43

)�

�

�

6,452

�

��

�

���

�

��

�

���

�

�

�

���

�

��

�

(43

)�

�

�

6,452

�

��

��

�

�

�

�

�

�

�

��

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

Total

��

��

$

(82,852

)�

�

$

2,386,847

�

��

��

$

(25,182

)�

�

$

467,340

�

��

$

(108,034

)�

�

$

2,854,187

�

��

��

�

�

�

�

�

�

�

��

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

Investment securities held to maturity:

��

��

�

��

��

�

��

�

Obligations of state and political subdivisions (municipal securities)

��

�

298

�

��

$

(5,339

)�

�

$

124,435

�

��

�

10

�

��

$

(383

)�

�

$

5,010

�

��

$

(5,722

)�

�

$

129,445

�

��

��

�

�

�

�

�

�

�

��

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

Total

��

��

$

(5,339

)�

�

$

124,435

�

��

��

$

(383

)�

�

$

5,010

�

��

$

(5,722

)�

�

$

129,445

�

��

��

�

�

�

�

�

�

�

��

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

The Corporation reviews the investment securities portfolio on a quarterly basis to monitor its exposure to other-than-temporary impairment. A determination as to whether a security�s decline in fair value is other-than-temporary takes into consideration numerous factors and the relative significance of any single factor can vary by security. Some factors the Corporation may consider in the other-than-temporary impairment analysis include, the length of time and extent to which the security has been in an unrealized loss position, changes in security ratings, financial condition and near-term prospects of the issuer, as well as security and industry specific economic conditions. In addition, with regards to its debt securities, the Corporation may also evaluate payment structure, whether there are defaulted payments or expected defaults, prepayment speeds, and the value of any underlying collateral.

Based on the Corporation�s evaluation, management does not believe any unrealized loss at September�30, 2014 represents an other-than-temporary impairment as these unrealized losses are primarily attributable to changes in interest rates and the current market conditions, and not credit deterioration. The unrealized losses reported for residential mortgage-related securities relate to private-label residential mortgage-related securities as well as residential mortgage-related securities issued by government-sponsored enterprises such as the Government National Mortgage Association (�GNMA�), the Federal National Mortgage Association (�FNMA�) and the Federal Home Loan Mortgage Corporation (�FHLMC�). The unrealized losses reported for commercial mortgage-related securities relate to securities issued by GNMA. The unrealized losses reported for municipal securities relate to various state and local political subdivisions and school districts. The Corporation currently does not intend to sell nor does it believe that it will be required to sell the securities contained in the above unrealized losses table before recovery of their amortized cost basis. The improvement in the unrealized loss position of the investment securities portfolio was due to a reduction in the overall level of interest rates from December�31, 2013 to September�30, 2014, as well as spread compression on mortgage-related and municipal securities, which increased the fair value of investment securities.

�

15

---

Table of Contents

The following is a summary of the credit loss portion of other-than-temporary impairment recognized in earnings on debt securities for the year ended December�31, 2013 and the nine months ended September�30, 2014, respectively.

�

�

��

Private-label Mortgage-Related Securities

�

�

Trust�Preferred Debt Securities

�

�

Total

�

�

��

($ in Thousands)

�

Balance of credit-related other-than-temporary impairment at December 31, 2012

��

$

(532

)�

�

$

(6,336

)�

�

$

(6,868

)�

Reduction due to credit impaired securities sold

��

�

532

�

�

�

57

�

�

�

589

�

��

�

�

�

�

�

�

�

�

�

�

�

Balance of credit-related other-than-temporary impairment at December 31, 2013

��

$

���

�

�

$

(6,279

)�

�

$

(6,279

)�

Reduction due to credit impaired securities sold or abandoned

��

�

���

�

�

�

6,279

�

�

�

6,279

�

��

�

�

�

�

�

�

�

�

�

�

�

Balance of credit-related other-than-temporary impairment at September 30, 2014

��

$

���

�

�

$

���

�

�

$

���

�

��

�

�

�

�

�

�

�

�

�

�

�

Federal Home Loan Bank (�FHLB�) and Federal Reserve Bank Stocks: The Corporation is required to maintain Federal Reserve stock and FHLB stock as a member of both the Federal Reserve System and the FHLB, and in amounts as required by these institutions. These equity securities are �restricted� in that they can only be sold back to the respective institutions or another member institution at par. Therefore, they are less liquid than other marketable equity securities and their fair value is equal to amortized cost. The Corporation had FHLB stock of $118 million at September�30, 2014 and $110 million at December�31, 2013 and Federal Reserve Bank stock of $71 million at both September�30, 2014 and December�31, 2013.

NOTE 6: Loans, Allowance for Credit Losses, and Credit Quality

The period end loan composition was as follows.

�

�	��	September�30,		�	��	December�31,		�
�	��	2014		�	��	2013		�
�	��	($ in Thousands)						�
Commercial and industrial	��	$	5,603,899	�	��	$	4,822,680	�
Commercial real estate - owner occupied	��	�	1,014,335	�	��	�	1,114,715	�
Lease financing	��	�	52,600	�	��	�	55,483	�
	��	�	�	�	��	�	�	�
Commercial and business lending	��	�	6,670,834	�	��	�	5,992,878	�
Commercial real estate - investor	��	�	3,043,361	�	��	�	2,939,456	�
Real estate construction	��	�	982,426	�	��	�	896,248	�
	��	�	�	�	��	�	�	�
Commercial real estate lending	��	�	4,025,787	�	��	�	3,835,704	�
	��	�	�	�	��	�	�	�
Total commercial	��	�	10,696,621	�	��	�	9,828,582	�
Home equity	��	�	1,676,525	�	��	�	1,825,014	�
Installment and credit cards	��	�	459,682	�	��	�	407,074	�
Residential mortgage	��	�	4,326,262	�	��	�	3,835,591	�
	��	�	�	�	��	�	�	�
Total consumer	��	�	6,462,469	�	��	�	6,067,679	�
	��	�	�	�	��	�	�	�
Total loans	��	$	17,159,090	�	��	$	15,896,261	�
	��	�	�	�	��	�	�	�

�

16

---

Table of Contents

A summary of the changes in the allowance for credit losses was as follows.

�

�	��	Nine�Months�Ended September�30, 2014		�	�	Year Ended December�31,�2013		�
�	��	($ in Thousands)						�
Allowance for Loan Losses:	��				�
Balance at beginning of period	��	$	268,315	�	�	$	297,409	�
Provision for loan losses	��	�	8,500	�	�	�	10,000	�
Charge offs	��	�	(35,318	)�	�	�	(88,061	)�
Recoveries	��	�	24,765	�	�	�	48,967	�
	��	�	�	�	�	�	�	�
Net charge offs	��	�	(10,553	)�	�	�	(39,094	)�
	��	�	�	�	�	�	�	�
Balance at end of period	��	$	266,262	�	�	$	268,315	�
	��	�	�	�	�	�	�	�
Allowance for Unfunded Commitments:	��				�
Balance at beginning of period	��	$	21,900	�	�	$	21,800	�
Provision for unfunded commitments	��	�	2,500	�	�	�	100	�
	��	�	�	�	�	�	�	�
Balance at end of period	��	$	24,400	�	�	$	21,900	�
	��	�	�	�	�	�	�	�
Allowance for Credit Losses	��	$	290,662	�	�	$	290,215	�
	��	�	�	�	�	�	�	�

The level of the allowance for loan losses represents management�s estimate of an amount appropriate to provide for probable credit losses in the loan portfolio at the balance sheet date. In general, the change in the allowance for loan losses is a function of a number of factors, including but not limited to changes in the loan portfolio, net charge offs, trends in past due and impaired loans, and the level of potential problem loans. Management considers the allowance for loan losses a critical accounting policy, as assessing these numerous factors involves significant judgment.

The allowance for unfunded commitments is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to unfunded credit facilities (including unfunded loan commitments and letters of credit) and is included in accrued expenses and other liabilities on the consolidated balance sheets. The determination of the appropriate level of the allowance for unfunded commitments is based upon an evaluation of the unfunded credit facilities, including an assessment of historical commitment utilization experience and credit risk grading of the loan. Net adjustments to the allowance for unfunded commitments are included in provision for credit losses in the consolidated statements of income. See Note 12 for additional information on the allowance for unfunded commitments.

�

17

---

Table of Contents

A summary of the changes in the allowance for loan losses by portfolio segment for the nine months ended September�30, 2014, was as follows.

�

$ in Thousands

��

Commercial and industrial

�

�

Commercial real estate�- owner occupied

�

�

Lease financing

�

�

Commercial real estate�- investor

�

�

Real estate construction

�

�

Home equity

�

�

Installment and credit cards

�

�

Residential mortgage

�

�

Total

�

Balance at Dec 31, 2013

��

$

104,501

�

�

$

19,476

�

�

$

1,607

�

�

$

58,156

�

�

$

23,418

�

�

$

32,196

�

�

$

2,416

�

�

$

26,545

�

�

$

268,315

�

Provision for loan losses

��

�

18,700

�

�

�

1,098

�

�

�

777

�

�

�

(14,292

)�

�

�

(3,831

)�

�

�

1,278

�

�

�

3,486

�

�

�

1,284

�

�

�

8,500

�

Charge offs

��

�

(11,421

)�

�

�

(2,963

)�

�

�

(29

)�

�

�

(4,358

)�

�

�

(1,761

)�

�

�

(9,713

)�

�

�

(1,751

)�

�

�

(3,322

)�

�

�

(35,318

)�

Recoveries

��

�

9,501

�

�

�

1,427

�

�

�

6

�

�

�

9,693

�

�

�

503

�

�

�

2,546

�

�

�

481

�

�

�

608

�

�

�

24,765

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Balance at Sep 30, 2014

��

$

121,281

�

�

$

19,038

�

�

$

2,361

�

�

$

49,199

�

�

$

18,329

�

�

$

26,307

�

�

$

4,632

�

�

$

25,115

�

�

$

266,262

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Allowance for loan losses:

��

�

�

�

�

�

�

�

�

Ending balance impaired loans individually evaluated for impairment

��

$

14,006

�

�

$

1,672

�

�

$

735

�

�

$

1,829

�

�

$

1,140

�

�

$

11

�

�

$

���

�

�

$

588

�

�

$

19,981

�

Ending balance impaired loans collectively evaluated for impairment

��

$

3,590

�

�

$

2,404

�

�

$

4

�

�

$

2,429

�

�

$

1,021

�

�

$

12,480

�

�

$

339

�

�

$

11,503

�

�

$

33,770

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total impaired loans

��

$

17,596

�

�

$

4,076

�

�

$

739

�

�

$

4,258

�

�

$

2,161

�

�

$

12,491

�

�

$

339

�

�

$

12,091

�

�

$

53,751

�

Ending balance all other loans collectively evaluated for impairment

��

$

103,685

�

�

$

14,962

�

�

$

1,622

�

�

$

44,941

�

�

$

16,168

�

�

$

13,816

�

�

$

4,293

�

�

$

13,024

�

�

$

212,511

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total

��

$

121,281

�

�

$

19,038

�

�

$

2,361

�

�

$

49,199

�

�

$

18,329

�

�

$

26,307

�

�

$

4,632

�

�

$

25,115

�

�

$

266,262

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Loans:

��

�

�

�

�

�

�

�

�

Ending balance impaired loans individually evaluated for impairment

��

$

45,242

�

�

$

17,927

�

�

$

1,938

�

�

$

21,204

�

�

$

6,026

�

�

$

1,025

�

�

$

���

�

�

$

10,390

�

�

$

103,752

�

Ending balance impaired loans collectively evaluated for impairment

��

$

42,856

�

�

$

17,987

�

�

$

9

�

�

$

28,342

�

�

$

2,966

�

�

$

30,818

�

�

$

1,759

�

�

$

60,252

�

�

$

184,989

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total impaired loans

��

$

88,098

�

�

$

35,914

�

�

$

1,947

�

�

$

49,546

�

�

$

8,992

�

�

$

31,843

�

�

$

1,759

�

�

$

70,642

�

�

$

288,741

�

Ending balance all other loans collectively evaluated for impairment

��

$

5,515,801

�

�

$

978,421

�

�

$

50,653

�

�

$

2,993,815

�

�

$

973,434

�

�

$

1,644,682

�

�

$

457,923

�

�

$

4,255,620

�

�

$

16,870,349

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total

��

$

5,603,899

�

�

$

1,014,335

�

�

$

52,600

�

�

$

3,043,361

�

�

$

982,426

�

�

$

1,676,525

�

�

$

459,682

�

�

$

4,326,262

�

�

$

17,159,090

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

The allocation methodology used by the Corporation includes allocations for specifically identified impaired loans and loss factor allocations (used for both criticized and non-criticized loan categories), with a component primarily based on historical loss rates and a component primarily based on other qualitative factors. Management allocates the allowance for loan losses by pools of risk within each loan portfolio. The allocation of the allowance for loan losses by loan portfolio is made for analytical purposes and is not necessarily indicative of the trend of future loan losses in any particular category. The total allowance for loan losses is available to absorb losses from any segment of the loan portfolio.

�

18

---

Table of Contents

For comparison purposes, a summary of the changes in the allowance for loan losses by portfolio segment for the year ended December�31, 2013, was as follows.

�

$ in Thousands

��

Commercial and industrial

�

�

Commercial real estate - owner occupied

�

�

Lease financing

�

�

Commercial real estate - investor

�

�

Real estate construction

�

�

Home equity

�

�

Installment

�

�

Residential mortgage

�

�

Total

�

Balance at Dec 31, 2012

��

$

97,852

�

�

$

27,389

�

�

$

3,024

�

�

$

63,181

�

�

$

20,741

�

�

$

56,826

�

�

$

4,299

�

�

$

24,097

�

�

$

297,409

�

Provision for loan losses

��

�

12,930

�

�

�

(1,778

)�

�

�

(1,429

)�

�

�

(2,140

)�

�

�

541

�

�

�

(8,213

)�

�

�

(2,127

)�

�

�

12,216

�

�

�

10,000

�

Charge offs

��

�

(35,146

)�

�

�

(6,474

)�

�

�

(206

)�

�

�

(9,846

)�

�

�

(3,375

)�

�

�

(20,629

)�

�

�

(1,389

)�

�

�

(10,996

)�

�

�

(88,061

)�

Recoveries

��

�

28,865

�

�

�

339

�

�

�

218

�

�

�

6,961

�

�

�

5,511

�

�

�

4,212

�

�

�

1,633

�

�

�

1,228

�

�

�

48,967

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Balance at Dec 31, 2013

��

$

104,501

�

�

$

19,476

�

�

$

1,607

�

�

$

58,156

�

�

$

23,418

�

�

$

32,196

�

�

$

2,416

�

�

$

26,545

�

�

$

268,315

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Allowance for loan losses:

��

�

�

�

�

�

�

�

�

Ending balance impaired loans individually evaluated for impairment

��

$

7,994

�

�

$

1,019

�

�

$

���

�

�

$

3,932

�

�

$

254

�

�

$

123

�

�

$

���

�

�

$

315

�

�

$

13,637

�

Ending balance impaired loans collectively evaluated for impairment

��

$

3,923

�

�

$

1,936

�

�

$

29

�

�

$

3,963

�

�

$

2,162

�

�

$

13,866

�

�

$

487

�

�

$

11,872

�

�

$

38,238

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total impaired loans

��

$

11,917

�

�

$

2,955

�

�

$

29

�

�

$

7,895

�

�

$

2,416

�

�

$

13,989

�

�

$

487

�

�

$

12,187

�

�

$

51,875

�

Ending balance all other loans collectively evaluated for impairment

��

$

92,584

�

�

$

16,521

�

�

$

1,578

�

�

$

50,261

�

�

$

21,002

�

�

$

18,207

�

�

$

1,929

�

�

$

14,358

�

�

$

216,440

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total

��

$

104,501

�

�

$

19,476

�

�

$

1,607

�

�

$

58,156

�

�

$

23,418

�

�

$

32,196

�

�

$

2,416

�

�

$

26,545

�

�

$

268,315

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Loans:

��

�

�

�

�

�

�

�

�

Ending balance impaired loans individually evaluated for impairment

��

$

29,343

�

�

$

24,744

�

�

$

���

�

�

$

32,367

�

�

$

3,777

�

�

$

929

�

�

$

���

�

�

$

10,526

�

�

$

101,686

�

Ending balance impaired loans collectively evaluated for impairment

��

$

40,893

�

�

$

17,929

�

�

$

69

�

�

$

50,175

�

�

$

6,483

�

�

$

33,871

�

�

$

1,360

�

�

$

56,947

�

�

$

207,727

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total impaired loans

��

$

70,236

�

�

$

42,673

�

�

$

69

�

�

$

82,542

�

�

$

10,260

�

�

$

34,800

�

�

$

1,360

�

�

$

67,473

�

�

$

309,413

�

Ending balance all other loans collectively evaluated for impairment

��

$

4,752,444

�

�

$

1,072,042

�

�

$

55,414

�

�

$

2,856,914

�

�

$

885,988

�

�

$

1,790,214

�

�

$

405,714

�

�

$

3,768,118

�

�

$

15,586,848

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total

��

$

4,822,680

�

�

$

1,114,715

�

�

$

55,483

�

�

$

2,939,456

�

�

$

896,248

�

�

$

1,825,014

�

�

$

407,074

�

�

$

3,835,591

�

�

$

15,896,261

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

19

---

Table of Contents

The following table presents commercial loans by credit quality indicator at September�30, 2014.

�

�

��

Pass

�

��

Special Mention

�

��

Potential Problem

�

��

Impaired

�

��

Total

�

�

��

($ in Thousands)

�

Commercial and industrial

��

$

5,268,521

�

��

$

113,864

�

��

$

133,416

�

��

$

88,098

�

��

$

5,603,899

�

Commercial real estate - owner occupied

��

�

900,306

�

��

�

29,107

�

��

�

49,008

�

��

�

35,914

�

��

�

1,014,335

�

Lease financing

��

�

45,506

�

��

�

1,360

�

��

�

3,787

�

��

�

1,947

�

��

�

52,600

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial and business lending

��

�

6,214,333

�

��

�

144,331

�

��

�

186,211

�

��

�

125,959

�

��

�

6,670,834

�

Commercial real estate - investor

��

�

2,930,817

�

��

�

34,524

�

��

�

28,474

�

��

�

49,546

�

��

�

3,043,361

�

Real estate construction

��

�

967,914

�

��

�

3,293

�

��

�

2,227

�

��

�

8,992

�

��

�

982,426

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial real estate lending

��

�

3,898,731

�

��

�

37,817

�

��

�

30,701

�

��

�

58,538

�

��

�

4,025,787

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total commercial

��

$

10,113,064

�

��

$

182,148

�

��

$

216,912

�

��

$

184,497

�

��

$

10,696,621

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

The following table presents commercial loans by credit quality indicator at December�31, 2013.

�

�

��

Pass

�

��

Special Mention

�

��

Potential Problem

�

��

Impaired

�

��

Total

�

�

��

($ in Thousands)

�

Commercial and industrial

��

$

4,485,160

�

��

$

153,615

�

��

$

113,669

�

��

$

70,236

�

��

$

4,822,680

�

Commercial real estate - owner occupied

��

�

959,849

�

��

�

55,404

�

��

�

56,789

�

��

�

42,673

�

��

�

1,114,715

�

Lease financing

��

�

52,733

�

��

�

897

�

��

�

1,784

�

��

�

69

�

��

�

55,483

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial and business lending

��

�

5,497,742

�

��

�

209,916

�

��

�

172,242

�

��

�

112,978

�

��

�

5,992,878

�

Commercial real estate - investor

��

�

2,740,255

�

��

�

64,230

�

��

�

52,429

�

��

�

82,542

�

��

�

2,939,456

�

Real estate construction

��

�

877,911

�

��

�

2,814

�

��

�

5,263

�

��

�

10,260

�

��

�

896,248

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial real estate lending

��

�

3,618,166

�

��

�

67,044

�

��

�

57,692

�

��

�

92,802

�

��

�

3,835,704

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total commercial

��

$

9,115,908

�

��

$

276,960

�

��

$

229,934

�

��

$

205,780

�

��

$

9,828,582

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

The following table presents consumer loans by credit quality indicator at September�30, 2014.

�

�

��

Performing

�

��

30-89�Days Past Due

�

��

Potential Problem

�

��

Impaired

�

��

Total

�

�

��

($ in Thousands)

�

Home equity

��

$

1,633,033

�

��

$

10,738

�

��

$

911

�

��

$

31,843

�

��

$

1,676,525

�

Installment and credit cards

��

�

456,101

�

��

�

1,818

�

��

�

4

�

��

�

1,759

�

��

�

459,682

�

Residential mortgage

��

�

4,250,223

�

��

�

3,231

�

��

�

2,166

�

��

�

70,642

�

��

�

4,326,262

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total consumer

��

$

6,339,357

�

��

$

15,787

�

��

$

3,081

�

��

$

104,244

�

��

$

6,462,469

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

The following table presents consumer loans by credit quality indicator at December�31, 2013.

�

�

��

Performing

�

��

30-89�Days Past Due

�

��

Potential Problem

�

��

Impaired

�

��

Total

�

�

��

($ in Thousands)

�

Home equity

��

$

1,777,421

�

��

$

10,680

�

��

$

2,113

�

��

$

34,800

�

��

$

1,825,014

�

Installment

��

�

404,514

�

��

�

1,150

�

��

�

50

�

��

�

1,360

�

��

�

407,074

�

Residential mortgage

��

�

3,758,688

�

��

�

6,118

�

��

�

3,312

�

��

�

67,473

�

��

�

3,835,591

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total consumer

��

$

5,940,623

�

��

$

17,948

�

��

$

5,475

�

��

$

103,633

�

��

$

6,067,679

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Factors that are important to managing overall credit quality are sound loan underwriting and administration, systematic monitoring of existing loans and commitments, effective loan review on an ongoing basis, early identification of potential problems, and appropriate allowance for credit losses, nonaccrual and charge off policies.

For commercial loans, management has determined the pass credit quality indicator to include credits that exhibit acceptable financial statements, cash flow, and leverage. If any risk exists, it is mitigated by the loan structure, collateral, monitoring, or control. For consumer loans, performing loans include credits that are performing in accordance with the original contractual terms. Loans are

�

20

---

Table of Contents

considered past due if the required principal and interest payments have not been received as of the date such payments were due. Special mention credits have potential weaknesses that deserve management�s attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the credit. Potential problem loans are considered inadequately protected by the current net worth and paying capacity of the obligor or the collateral pledged. These loans generally have a well-defined weakness, or weaknesses that may jeopardize liquidation of the debt and are characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected. Lastly, management considers a loan to be impaired when it is probable that the Corporation will be unable to collect all amounts due according to the original contractual terms of the note agreement, including both principal and interest. Management has determined that commercial and consumer loan relationships that have nonaccrual status or have had their terms restructured in a troubled debt restructuring meet this impaired loan definition. Commercial loans classified as special mention, potential problem, and impaired are reviewed at a minimum on a quarterly basis, while pass and performing rated credits are reviewed on an annual basis or more frequently if the loan renewal is less than one year or if otherwise warranted.

�

21

---

Table of Contents

The following table presents loans by past due status at September�30, 2014.

�

�

��

30-59�Days Past Due

�

��

60-89�Days Past Due

�

��

90�Days�or�More Past Due *

�

��

Total�Past�Due

�

��

Current

�

��

Total

�

�

��

($ in Thousands)

�

Accruing loans

��

��

��

��

��

��

Commercial and industrial

��

$

2,035

�

��

$

1,912

�

��

$

269

�

��

$

4,216

�

��

$

5,548,540

�

��

$

5,552,756

�

Commercial real estate - owner occupied

��

�

1,024

�

��

�

1,651

�

��

�

���

�

��

�

2,675

�

��

�

987,320

�

��

�

989,995

�

Lease financing

��

�

���

�

��

�

���

�

��

�

���

�

��

�

���

�

��

�

50,653

�

��

�

50,653

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial and business lending

��

�

3,059

�

��

�

3,563

�

��

�

269

�

��

�

6,891

�

��

�

6,586,513

�

��

�

6,593,404

�

Commercial real estate - investor

��

�

15,869

�

��

�

���

�

��

�

���

�

��

�

15,869

�

��

�

3,002,386

�

��

�

3,018,255

�

Real estate construction

��

�

299

�

��

�

100

�

��

�

���

�

��

�

399

�

��

�

973,840

�

��

�

974,239

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial real estate lending

��

�

16,168

�

��

�

100

�

��

�

���

�

��

�

16,268

�

��

�

3,976,226

�

��

�

3,992,494

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total commercial

��

�

19,227

�

��

�

3,663

�

��

�

269

�

��

�

23,159

�

��

�

10,562,739

�

��

�

10,585,898

�

Home equity

��

�

7,999

�

��

�

2,739

�

��

�

���

�

��

�

10,738

�

��

�

1,644,526

�

��

�

1,655,264

�

Installment and credit cards

��

�

1,106

�

��

�

712

�

��

�

1,369

�

��

�

3,187

�

��

�

455,842

�

��

�

459,029

�

Residential mortgage

��

�

2,944

�

��

�

287

�

��

�

52

�

��

�

3,283

�

��

�

4,271,478

�

��

�

4,274,761

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total consumer

��

�

12,049

�

��

�

3,738

�

��

�

1,421

�

��

�

17,208

�

��

�

6,371,846

�

��

�

6,389,054

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total accruing loans

��

$

31,276

�

��

$

7,401

�

��

$

1,690

�

��

$

40,367

�

��

$

16,934,585

�

��

$

16,974,952

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Nonaccrual loans

��

��

��

��

��

��

Commercial and industrial

��

$

2,061

�

��

$

1,254

�

��

$

7,633

�

��

$

10,948

�

��

$

40,195

�

��

$

51,143

�

Commercial real estate - owner occupied

��

�

429

�

��

�

582

�

��

�

10,159

�

��

�

11,170

�

��

�

13,170

�

��

�

24,340

�

Lease financing

��

�

���

�

��

�

���

�

��

�

550

�

��

�

550

�

��

�

1,397

�

��

�

1,947

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial and business lending

��

�

2,490

�

��

�

1,836

�

��

�

18,342

�

��

�

22,668

�

��

�

54,762

�

��

�

77,430

�

Commercial real estate - investor

��

�

140

�

��

�

685

�

��

�

8,418

�

��

�

9,243

�

��

�

15,863

�

��

�

25,106

�

Real estate construction

��

�

64

�

��

�

56

�

��

�

1,061

�

��

�

1,181

�

��

�

7,006

�

��

�

8,187

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial real estate lending

��

�

204

�

��

�

741

�

��

�

9,479

�

��

�

10,424

�

��

�

22,869

�

��

�

33,293

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total commercial

��

�

2,694

�

��

�

2,577

�

��

�

27,821

�

��

�

33,092

�

��

�

77,631

�

��

�

110,723

�

Home equity

��

�

1,606

�

��

�

2,067

�

��

�

10,607

�

��

�

14,280

�

��

�

6,981

�

��

�

21,261

�

Installment and credit cards

��

�

57

�

��

�

49

�

��

�

138

�

��

�

244

�

��

�

409

�

��

�

653

�

Residential mortgage

��

�

3,934

�

��

�

2,657

�

��

�

22,117

�

��

�

28,708

�

��

�

22,793

�

��

�

51,501

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total consumer

��

�

5,597

�

��

�

4,773

�

��

�

32,862

�

��

�

43,232

�

��

�

30,183

�

��

�

73,415

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total nonaccrual loans **

��

$

8,291

�

��

$

7,350

�

��

$

60,683

�

��

$

76,324

�

��

$

107,814

�

��

$

184,138

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total loans

��

��

��

��

��

��

Commercial and industrial

��

$

4,096

�

��

$

3,166

�

��

$

7,902

�

��

$

15,164

�

��

$

5,588,735

�

��

$

5,603,899

�

Commercial real estate - owner occupied

��

�

1,453

�

��

�

2,233

�

��

�

10,159

�

��

�

13,845

�

��

�

1,000,490

�

��

�

1,014,335

�

Lease financing

��

�

���

�

��

�

���

�

��

�

550

�

��

�

550

�

��

�

52,050

�

��

�

52,600

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial and business lending

��

�

5,549

�

��

�

5,399

�

��

�

18,611

�

��

�

29,559

�

��

�

6,641,275

�

��

�

6,670,834

�

Commercial real estate - investor

��

�

16,009

�

��

�

685

�

��

�

8,418

�

��

�

25,112

�

��

�

3,018,249

�

��

�

3,043,361

�

Real estate construction

��

�

363

�

��

�

156

�

��

�

1,061

�

��

�

1,580

�

��

�

980,846

�

��

�

982,426

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial real estate lending

��

�

16,372

�

��

�

841

�

��

�

9,479

�

��

�

26,692

�

��

�

3,999,095

�

��

�

4,025,787

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total commercial

��

�

21,921

�

��

�

6,240

�

��

�

28,090

�

��

�

56,251

�

��

�

10,640,370

�

��

�

10,696,621

�

Home equity

��

�

9,605

�

��

�

4,806

�

��

�

10,607

�

��

�

25,018

�

��

�

1,651,507

�

��

�

1,676,525

�

Installment and credit cards

��

�

1,163

�

��

�

761

�

��

�

1,507

�

��

�

3,431

�

��

�

456,251

�

��

�

459,682

�

Residential mortgage

��

�

6,878

�

��

�

2,944

�

��

�

22,169

�

��

�

31,991

�

��

�

4,294,271

�

��

�

4,326,262

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total consumer

��

�

17,646

�

��

�

8,511

�

��

�

34,283

�

��

�

60,440

�

��

�

6,402,029

�

��

�

6,462,469

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total loans

��

$

39,567

�

��

$

14,751

�

��

$

62,373

�

��

$

116,691

�

��

$

17,042,399

�

��

$

17,159,090

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

�

*	The recorded investment in loans past due 90 days or more and still accruing totaled $2 million at September�30, 2014 (the same as the reported balances for the accruing loans noted above).

**	The percent of nonaccrual loans which are current was 59% at September�30, 2014.

�

22

---

Table of Contents

The following table presents loans by past due status at December�31, 2013.

�

�

��

30-59�Days Past Due

�

��

60-89�Days Past Due

�

��

90�Days�or�More Past Due *

�

��

Total�Past�Due

�

��

Current

�

��

Total

�

�

��

($ in Thousands)

�

Accruing loans

��

��

��

��

��

��

Commercial and industrial

��

$

3,390

�

��

$

3,436

�

��

$

1,199

�

��

$

8,025

�

��

$

4,776,936

�

��

$

4,784,961

�

Commercial real estate - owner occupied

��

�

1,015

�

��

�

2,091

�

��

�

���

�

��

�

3,106

�

��

�

1,081,945

�

��

�

1,085,051

�

Lease financing

��

�

���

�

��

�

���

�

��

�

���

�

��

�

���

�

��

�

55,414

�

��

�

55,414

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial and business lending

��

�

4,405

�

��

�

5,527

�

��

�

1,199

�

��

�

11,131

�

��

�

5,914,295

�

��

�

5,925,426

�

Commercial real estate - investor

��

�

9,081

�

��

�

14,134

�

��

�

���

�

��

�

23,215

�

��

�

2,878,645

�

��

�

2,901,860

�

Real estate construction

��

�

836

�

��

�

1,118

�

��

�

���

�

��

�

1,954

�

��

�

887,827

�

��

�

889,781

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial real estate lending

��

�

9,917

�

��

�

15,252

�

��

�

���

�

��

�

25,169

�

��

�

3,766,472

�

��

�

3,791,641

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total commercial

��

�

14,322

�

��

�

20,779

�

��

�

1,199

�

��

�

36,300

�

��

�

9,680,767

�

��

�

9,717,067

�

Home equity

��

�

8,611

�

��

�

2,069

�

��

�

346

�

��

�

11,026

�

��

�

1,788,821

�

��

�

1,799,847

�

Installment

��

�

885

�

��

�

265

�

��

�

637

�

��

�

1,787

�

��

�

404,173

�

��

�

405,960

�

Residential mortgage

��

�

5,253

�

��

�

865

�

��

�

168

�

��

�

6,286

�

��

�

3,781,673

�

��

�

3,787,959

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total consumer

��

�

14,749

�

��

�

3,199

�

��

�

1,151

�

��

�

19,099

�

��

�

5,974,667

�

��

�

5,993,766

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total accruing loans

��

$

29,071

�

��

$

23,978

�

��

$

2,350

�

��

$

55,399

�

��

$

15,655,434

�

��

$

15,710,833

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Nonaccrual loans

��

��

��

��

��

��

Commercial and industrial

��

$

998

�

��

$

1,764

�

��

$

9,765

�

��

$

12,527

�

��

$

25,192

�

��

$

37,719

�

Commercial real estate - owner occupied

��

�

2,482

�

��

�

1,724

�

��

�

11,125

�

��

�

15,331

�

��

�

14,333

�

��

�

29,664

�

Lease financing

��

�

���

�

��

�

���

�

��

�

69

�

��

�

69

�

��

�

���

�

��

�

69

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial and business lending

��

�

3,480

�

��

�

3,488

�

��

�

20,959

�

��

�

27,927

�

��

�

39,525

�

��

�

67,452

�

Commercial real estate - investor

��

�

3,408

�

��

�

899

�

��

�

20,466

�

��

�

24,773

�

��

�

12,823

�

��

�

37,596

�

Real estate construction

��

�

2,376

�

��

�

���

�

��

�

2,267

�

��

�

4,643

�

��

�

1,824

�

��

�

6,467

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial real estate lending

��

�

5,784

�

��

�

899

�

��

�

22,733

�

��

�

29,416

�

��

�

14,647

�

��

�

44,063

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total commercial

��

�

9,264

�

��

�

4,387

�

��

�

43,692

�

��

�

57,343

�

��

�

54,172

�

��

�

111,515

�

Home equity

��

�

1,725

�

��

�

1,635

�

��

�

14,331

�

��

�

17,691

�

��

�

7,476

�

��

�

25,167

�

Installment

��

�

129

�

��

�

24

�

��

�

289

�

��

�

442

�

��

�

672

�

��

�

1,114

�

Residential mortgage

��

�

3,199

�

��

�

3,257

�

��

�

26,201

�

��

�

32,657

�

��

�

14,975

�

��

�

47,632

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total consumer

��

�

5,053

�

��

�

4,916

�

��

�

40,821

�

��

�

50,790

�

��

�

23,123

�

��

�

73,913

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total nonaccrual loans**

��

$

14,317

�

��

$

9,303

�

��

$

84,513

�

��

$

108,133

�

��

$

77,295

�

��

$

185,428

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total loans

��

��

��

��

��

��

Commercial and industrial

��

$

4,388

�

��

$

5,200

�

��

$

10,964

�

��

$

20,552

�

��

$

4,802,128

�

��

$

4,822,680

�

Commercial real estate - owner occupied

��

�

3,497

�

��

�

3,815

�

��

�

11,125

�

��

�

18,437

�

��

�

1,096,278

�

��

�

1,114,715

�

Lease financing

��

�

���

�

��

�

���

�

��

�

69

�

��

�

69

�

��

�

55,414

�

��

�

55,483

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial and business lending

��

�

7,885

�

��

�

9,015

�

��

�

22,158

�

��

�

39,058

�

��

�

5,953,820

�

��

�

5,992,878

�

Commercial real estate - investor

��

�

12,489

�

��

�

15,033

�

��

�

20,466

�

��

�

47,988

�

��

�

2,891,468

�

��

�

2,939,456

�

Real estate construction

��

�

3,212

�

��

�

1,118

�

��

�

2,267

�

��

�

6,597

�

��

�

889,651

�

��

�

896,248

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial real estate lending

��

�

15,701

�

��

�

16,151

�

��

�

22,733

�

��

�

54,585

�

��

�

3,781,119

�

��

�

3,835,704

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total commercial

��

�

23,586

�

��

�

25,166

�

��

�

44,891

�

��

�

93,643

�

��

�

9,734,939

�

��

�

9,828,582

�

Home equity

��

�

10,336

�

��

�

3,704

�

��

�

14,677

�

��

�

28,717

�

��

�

1,796,297

�

��

�

1,825,014

�

Installment

��

�

1,014

�

��

�

289

�

��

�

926

�

��

�

2,229

�

��

�

404,845

�

��

�

407,074

�

Residential mortgage

��

�

8,452

�

��

�

4,122

�

��

�

26,369

�

��

�

38,943

�

��

�

3,796,648

�

��

�

3,835,591

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total consumer

��

�

19,802

�

��

�

8,115

�

��

�

41,972

�

��

�

69,889

�

��

�

5,997,790

�

��

�

6,067,679

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total loans

��

$

43,388

�

��

$

33,281

�

��

$

86,863

�

��

$

163,532

�

��

$

15,732,729

�

��

$

15,896,261

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

�

*	The recorded investment in loans past due 90 days or more and still accruing totaled $2 million at December�31, 2013 (the same as the reported balances for the accruing loans noted above).

**	The percent of nonaccrual loans which are current was 42% at December�31, 2013.

�

23

---

Table of Contents

The following table presents impaired loans at September�30, 2014.

�

�

��

Recorded Investment

�

��

Unpaid Principal Balance

�

��

Related Allowance

�

��

YTD Average Recorded Investment

�

��

YTD Interest Income Recognized(a)

�

�

��

($ in Thousands)

�

Loans with a related allowance

��

��

��

��

��

Commercial and industrial

��

$

74,410

�

��

$

76,852

�

��

$

17,596

�

��

$

74,470

�

��

$

2,548

�

Commercial real estate - owner occupied

��

�

23,250

�

��

�

25,849

�

��

�

4,076

�

��

�

24,412

�

��

�

585

�

Lease financing

��

�

1,946

�

��

�

1,946

�

��

�

739

�

��

�

2,074

�

��

�

���

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial and business lending

��

�

99,606

�

��

�

104,647

�

��

�

22,411

�

��

�

100,956

�

��

�

3,133

�

Commercial real estate - investor

��

�

38,566

�

��

�

42,836

�

��

�

4,258

�

��

�

40,288

�

��

�

988

�

Real estate construction

��

�

5,778

�

��

�

8,576

�

��

�

2,161

�

��

�

6,702

�

��

�

158

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial real estate lending

��

�

44,344

�

��

�

51,412

�

��

�

6,419

�

��

�

46,990

�

��

�

1,146

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total commercial

��

�

143,950

�

��

�

156,059

�

��

�

28,830

�

��

�

147,946

�

��

�

4,279

�

Home equity

��

�

30,996

�

��

�

34,392

�

��

�

12,491

�

��

�

31,842

�

��

�

1,105

�

Installment and credit cards

��

�

1,759

�

��

�

1,979

�

��

�

339

�

��

�

1,864

�

��

�

41

�

Residential mortgage

��

�

62,916

�

��

�

67,457

�

��

�

12,091

�

��

�

63,920

�

��

�

1,526

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total consumer

��

�

95,671

�

��

�

103,828

�

��

�

24,921

�

��

�

97,626

�

��

�

2,672

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total loans

��

$

239,621

�

��

$

259,887

�

��

$

53,751

�

��

$

245,572

�

��

$

6,951

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Loans with no related allowance

��

��

��

��

��

Commercial and industrial

��

$

13,688

�

��

$

21,230

�

��

$

���

�

��

$

16,781

�

��

$

46

�

Commercial real estate - owner occupied

��

�

12,664

�

��

�

14,996

�

��

�

���

�

��

�

13,775

�

��

�

36

�

Lease financing

��

�

1

�

��

�

���

�

��

�

���

�

��

�

���

�

��

�

���

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial and business lending

��

�

26,353

�

��

�

36,226

�

��

�

���

�

��

�

30,556

�

��

�

82

�

Commercial real estate - investor

��

�

10,980

�

��

�

17,169

�

��

�

���

�

��

�

12,556

�

��

�

133

�

Real estate construction

��

�

3,214

�

��

�

3,904

�

��

�

���

�

��

�

3,313

�

��

�

���

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial real estate lending

��

�

14,194

�

��

�

21,073

�

��

�

���

�

��

�

15,869

�

��

�

133

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total commercial

��

�

40,547

�

��

�

57,299

�

��

�

���

�

��

�

46,425

�

��

�

215

�

Home equity

��

�

847

�

��

�

859

�

��

�

���

�

��

�

864

�

��

�

15

�

Installment and credit cards

��

�

���

�

��

�

���

�

��

�

���

�

��

�

���

�

��

�

���

�

Residential mortgage

��

�

7,726

�

��

�

7,845

�

��

�

���

�

��

�

7,774

�

��

�

104

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total consumer

��

�

8,573

�

��

�

8,704

�

��

�

���

�

��

�

8,638

�

��

�

119

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total loans

��

$

49,120

�

��

$

66,003

�

��

$

���

�

��

$

55,063

�

��

$

334

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total

��

��

��

��

��

Commercial and industrial

��

$

88,098

�

��

$

98,082

�

��

$

17,596

�

��

$

91,251

�

��

$

2,594

�

Commercial real estate - owner occupied

��

�

35,914

�

��

�

40,845

�

��

�

4,076

�

��

�

38,187

�

��

�

621

�

Lease financing

��

�

1,947

�

��

�

1,946

�

��

�

739

�

��

�

2,074

�

��

�

���

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial and business lending

��

�

125,959

�

��

�

140,873

�

��

�

22,411

�

��

�

131,512

�

��

�

3,215

�

Commercial real estate - investor

��

�

49,546

�

��

�

60,005

�

��

�

4,258

�

��

�

52,844

�

��

�

1,121

�

Real estate construction

��

�

8,992

�

��

�

12,480

�

��

�

2,161

�

��

�

10,015

�

��

�

158

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial real estate lending

��

�

58,538

�

��

�

72,485

�

��

�

6,419

�

��

�

62,859

�

��

�

1,279

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total commercial

��

�

184,497

�

��

�

213,358

�

��

�

28,830

�

��

�

194,371

�

��

�

4,494

�

Home equity

��

�

31,843

�

��

�

35,251

�

��

�

12,491

�

��

�

32,706

�

��

�

1,120

�

Installment and credit cards

��

�

1,759

�

��

�

1,979

�

��

�

339

�

��

�

1,864

�

��

�

41

�

Residential mortgage

��

�

70,642

�

��

�

75,302

�

��

�

12,091

�

��

�

71,694

�

��

�

1,630

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total consumer

��

�

104,244

�

��

�

112,532

�

��

�

24,921

�

��

�

106,264

�

��

�

2,791

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total loans(b)

��

$

288,741

�

��

$

325,890

�

��

$

53,751

�

��

$

300,635

�

��

$

7,285

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

�

(a)	Interest income recognized included $4 million of interest income recognized on accruing restructured loans for the nine months ended September�30, 2014.

(b)	The implied fair value mark on all impaired loans at September�30, 2014, was 72% of their unpaid principal balance. The fair value mark is calculated as the recorded investment, net of the related allowance, divided by the unpaid principal balance.

�

24

---

Table of Contents

The following table presents impaired loans at December�31, 2013.

�

�

��

Recorded Investment

�

��

Unpaid Principal Balance

�

��

Related Allowance

�

��

YTD Average Recorded Investment

�

��

YTD�Interest Income Recognized�(a)

�

�

��

($ in Thousands)

�

Loans with a related allowance

��

��

��

��

��

Commercial and industrial

��

$

57,857

�

��

$

65,443

�

��

$

11,917

�

��

$

61,000

�

��

$

1,741

�

Commercial real estate - owner occupied

��

�

22,651

�

��

�

25,072

�

��

�

2,955

�

��

�

24,549

�

��

�

995

�

Lease financing

��

�

69

�

��

�

69

�

��

�

29

�

��

�

76

�

��

�

���

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial and business lending

��

�

80,577

�

��

�

90,584

�

��

�

14,901

�

��

�

85,625

�

��

�

2,736

�

Commercial real estate - investor

��

�

64,647

�

��

�

68,228

�

��

�

7,895

�

��

�

68,776

�

��

�

2,735

�

Real estate construction

��

�

8,815

�

��

�

12,535

�

��

�

2,416

�

��

�

9,796

�

��

�

236

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial real estate lending

��

�

73,462

�

��

�

80,763

�

��

�

10,311

�

��

�

78,572

�

��

�

2,971

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total commercial

��

�

154,039

�

��

�

171,347

�

��

�

25,212

�

��

�

164,197

�

��

�

5,707

�

Home equity

��

�

34,707

�

��

�

40,344

�

��

�

13,989

�

��

�

36,623

�

��

�

1,518

�

Installment

��

�

1,360

�

��

�

1,676

�

��

�

487

�

��

�

1,753

�

��

�

100

�

Residential mortgage

��

�

60,157

�

��

�

69,699

�

��

�

12,187

�

��

�

62,211

�

��

�

1,861

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total consumer

��

�

96,224

�

��

�

111,719

�

��

�

26,663

�

��

�

100,587

�

��

�

3,479

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total loans

��

$

250,263

�

��

$

283,066

�

��

$

51,875

�

��

$

264,784

�

��

$

9,186

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Loans with no related allowance

��

��

��

��

��

Commercial and industrial

��

$

12,379

�

��

$

19,556

�

��

$

���

�

��

$

14,291

�

��

$

306

�

Commercial real estate - owner occupied

��

�

20,022

�

��

�

22,831

�

��

�

���

�

��

�

20,602

�

��

�

315

�

Lease financing

��

�

���

�

��

�

���

�

��

�

���

�

��

�

���

�

��

�

���

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial and business lending

��

�

32,401

�

��

�

42,387

�

��

�

���

�

��

�

34,893

�

��

�

621

�

Commercial real estate - investor

��

�

17,895

�

��

�

25,449

�

��

�

���

�

��

�

19,354

�

��

�

130

�

Real estate construction

��

�

1,445

�

��

�

1,853

�

��

�

���

�

��

�

1,576

�

��

�

13

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial real estate lending

��

�

19,340

�

��

�

27,302

�

��

�

���

�

��

�

20,930

�

��

�

143

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total commercial

��

�

51,741

�

��

�

69,689

�

��

�

���

�

��

�

55,823

�

��

�

764

�

Home equity

��

�

93

�

��

�

92

�

��

�

���

�

��

�

94

�

��

�

2

�

Installment

��

�

���

�

��

�

���

�

��

�

���

�

��

�

���

�

��

�

���

�

Residential mortgage

��

�

7,316

�

��

�

8,847

�

��

�

���

�

��

�

7,321

�

��

�

185

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total consumer

��

�

7,409

�

��

�

8,939

�

��

�

���

�

��

�

7,415

�

��

�

187

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total loans

��

$

59,150

�

��

$

78,628

�

��

$

���

�

��

$

63,238

�

��

$

951

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total

��

��

��

��

��

Commercial and industrial

��

$

70,236

�

��

$

84,999

�

��

$

11,917

�

��

$

75,291

�

��

$

2,047

�

Commercial real estate - owner occupied

��

�

42,673

�

��

�

47,903

�

��

�

2,955

�

��

�

45,151

�

��

�

1,310

�

Lease financing

��

�

69

�

��

�

69

�

��

�

29

�

��

�

76

�

��

�

���

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial and business lending

��

�

112,978

�

��

�

132,971

�

��

�

14,901

�

��

�

120,518

�

��

�

3,357

�

Commercial real estate - investor

��

�

82,542

�

��

�

93,677

�

��

�

7,895

�

��

�

88,130

�

��

�

2,865

�

Real estate construction

��

�

10,260

�

��

�

14,388

�

��

�

2,416

�

��

�

11,372

�

��

�

249

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial real estate lending

��

�

92,802

�

��

�

108,065

�

��

�

10,311

�

��

�

99,502

�

��

�

3,114

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total commercial

��

�

205,780

�

��

�

241,036

�

��

�

25,212

�

��

�

220,020

�

��

�

6,471

�

Home equity

��

�

34,800

�

��

�

40,436

�

��

�

13,989

�

��

�

36,717

�

��

�

1,520

�

Installment

��

�

1,360

�

��

�

1,676

�

��

�

487

�

��

�

1,753

�

��

�

100

�

Residential mortgage

��

�

67,473

�

��

�

78,546

�

��

�

12,187

�

��

�

69,532

�

��

�

2,046

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total consumer

��

�

103,633

�

��

�

120,658

�

��

�

26,663

�

��

�

108,002

�

��

�

3,666

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total loans (b)

��

$

309,413

�

��

$

361,694

�

��

$

51,875

�

��

$

328,022

�

��

$

10,137

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

�

(a)	Interest income recognized included $6 million of interest income recognized on accruing restructured loans for the year ended December�31, 2013.

(b)	The implied fair value mark on all impaired loans at December�31, 2013, was 71% of their unpaid principal balance. The fair value mark is calculated as the recorded investment, net of the related allowance, divided by the unpaid principal balance.

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are generally placed on nonaccrual status when contractually past due 90 days or more as to interest or principal

�

25

---

Table of Contents

payments, unless the loan is well secured and in the process of collection. Additionally, whenever management becomes aware of facts or circumstances that may adversely impact the collectability of principal or interest on loans, it is management�s practice to place such loans on nonaccrual status immediately, rather than delaying such action until the loans become 90 days past due. When a loan is placed on nonaccrual status, previously accrued and uncollected interest is reversed, amortization of related deferred loan fees or costs is suspended, and income is recorded only to the extent that interest payments are subsequently received in cash and a determination has been made that the principal and interest of the loan is collectible. If collectability of the principal and interest is in doubt, payments received are applied to loan principal.

While an asset is in nonaccrual status, some or all of the cash interest payments received may be treated as interest income on a cash basis as long as the remaining recorded investment in the asset (i.e., after charge off of identified losses, if any) is deemed to be fully collectible. The determination as to the ultimate collectability of the asset�s remaining recorded investment must be supported by a current, well documented credit evaluation of the borrower�s financial condition and prospects for repayment, including consideration of the borrower�s sustained historical repayment performance and other relevant factors. A nonaccrual loan is returned to accrual status when all delinquent principal and interest payments become current in accordance with the terms of the loan agreement, the borrower has demonstrated a period of sustained repayment performance, and the ultimate collectability of the total contractual principal and interest is no longer in doubt. A sustained period of repayment performance generally would be a minimum of six months.

Troubled Debt Restructurings (�Restructured Loans�):

Loans are considered restructured loans if concessions have been granted to borrowers that are experiencing financial difficulty. The concessions granted generally involve the modification of terms of the loan, such as changes in payment schedule or interest rate, which generally would not otherwise be considered. Restructured loans can involve loans remaining on nonaccrual, moving to nonaccrual, or continuing on accrual status, depending on the individual facts and circumstances of the borrower. Nonaccrual restructured loans are included and treated with all other nonaccrual loans. In addition, all accruing restructured loans are reported as troubled debt restructurings, which are considered and accounted for as impaired loans. Generally, restructured loans remain on nonaccrual until the customer has attained a sustained period of repayment performance under the modified loan terms (generally a minimum of six months). However, performance prior to the restructuring, or significant events that coincide with the restructuring, are considered in assessing whether the borrower can meet the new terms and whether the loan should be returned to or maintained on accrual status. If the borrower�s ability to meet the revised payment schedule is not reasonably assured, the loan remains on nonaccrual status. The Corporation had a $26 million recorded investment in loans modified in a troubled debt restructuring for the nine months ended September�30, 2014, of which $10 million were in accrual status and $16 million were in nonaccrual pending a sustained period of repayment.

All restructured loans are considered impaired in the calendar year of restructuring. In subsequent years, a restructured loan may cease being classified as impaired if the loan was modified at a market rate and has performed according to the modified terms for at least six months. A loan that has been modified at a below market rate will return to performing status if it satisfies the six month performance requirement; however, it will remain classified as a restructured loan. The following table presents nonaccrual and performing restructured loans by loan portfolio.

�

�

��

September�30, 2014

�

��

December�31, 2013

�

�

��

Performing Restructured Loans

�

��

Nonaccrual Restructured Loans *

�

��

Performing Restructured Loans

�

��

Nonaccrual Restructured Loans *

�

�

��

($ in Thousands)

�

Commercial and industrial

��

$

36,956

�

��

$

4,759

�

��

$

32,517

�

��

$

6,900

�

Commercial real estate - owner occupied

��

�

11,574

�

��

�

8,031

�

��

�

13,009

�

��

�

10,999

�

Commercial real estate - investor

��

�

24,439

�

��

�

17,472

�

��

�

44,946

�

��

�

18,069

�

Real estate construction

��

�

805

�

��

�

2,833

�

��

�

3,793

�

��

�

2,065

�

Home equity

��

�

10,582

�

��

�

6,729

�

��

�

9,633

�

��

�

5,419

�

Installment and credit cards

��

�

1,106

�

��

�

230

�

��

�

246

�

��

�

451

�

Residential mortgage

��

�

19,141

�

��

�

23,260

�

��

�

19,841

�

��

�

15,682

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total

��

$

104,603

�

��

$

63,314

�

��

$

123,985

�

��

$

59,585

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

�

*	Nonaccrual restructured loans have been included with nonaccrual loans.

�

26

---

Table of Contents

The following table provides the number of loans modified in a troubled debt restructuring by loan portfolio during the three and nine months ended September�30, 2014, and the recorded investment and unpaid principal balance as of September�30, 2014.

�

�

��

Three�Months�Ended�September�30,�2014

�

��

Nine�Months�Ended�September�30,�2014

�

�

��

Number�of Loans

�

��

Recorded Investment�(1)

�

��

Unpaid Principal Balance�(2)

�

��

Number�of Loans

�

��

Recorded Investment�(1)

�

��

Unpaid Principal Balance�(2)

�

�

��

($ in Thousands)

�

Commercial and industrial

��

�

10

�

��

$

7,383

�

��

$

7,384

�

��

�

13

�

��

$

7,695

�

��

$

7,707

�

Commercial real estate - owner occupied

��

�

���

�

��

�

���

�

��

�

���

�

��

�

2

�

��

�

1,123

�

��

�

1,260

�

Commercial real estate - investor

��

�

3

�

��

�

5,603

�

��

�

5,918

�

��

�

4

�

��

�

6,096

�

��

�

6,425

�

Real estate construction

��

�

1

�

��

�

8

�

��

�

8

�

��

�

2

�

��

�

14

�

��

�

14

�

Home equity

��

�

42

�

��

�

1,428

�

��

�

1,486

�

��

�

94

�

��

�

3,407

�

��

�

3,593

�

Installment and credit cards

��

�

2

�

��

�

25

�

��

�

25

�

��

�

3

�

��

�

34

�

��

�

45

�

Residential mortgage

��

�

45

�

��

�

4,057

�

��

�

4,347

�

��

�

85

�

��

�

8,004

�

��

�

8,555

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total

��

�

103

�

��

$

18,504

�

��

$

19,168

�

��

�

203

�

��

$

26,373

�

��

$

27,599

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

�

(1)	Represents post-modification outstanding recorded investment.

(2)	Represents pre-modification outstanding recorded investment.

The following table provides the number of loans modified in a troubled debt restructuring by loan portfolio during the three and nine months ended September�30, 2013, and the recorded investment and unpaid principal balance as of September�30, 2013.

�

�

��

Three�Months�Ended�September�30,�2013

�

��

Nine�Months�Ended�September�30,�2013

�

�

��

Number�of Loans

�

��

Recorded Investment�(1)

�

��

Unpaid Principal Balance�(2)

�

��

Number�of Loans

�

��

Recorded Investment�(1)

�

��

Unpaid Principal Balance�(2)

�

�

��

($ in Thousands)

�

Commercial and industrial

��

�

19

�

��

$

5,479

�

��

$

6,384

�

��

�

58

�

��

$

11,379

�

��

$

14,028

�

Commercial real estate - owner occupied

��

�

7

�

��

�

3,373

�

��

�

3,488

�

��

�

17

�

��

�

9,313

�

��

�

9,596

�

Commercial real estate - investor

��

�

10

�

��

�

1,222

�

��

�

1,304

�

��

�

18

�

��

�

5,013

�

��

�

5,320

�

Real estate construction

��

�

3

�

��

�

227

�

��

�

248

�

��

�

9

�

��

�

2,006

�

��

�

2,084

�

Home equity

��

�

16

�

��

�

933

�

��

�

985

�

��

�

74

�

��

�

4,149

�

��

�

4,554

�

Installment

��

�

���

�

��

�

���

�

��

�

���

�

��

�

2

�

��

�

187

�

��

�

193

�

Residential mortgage

��

�

19

�

��

�

1,664

�

��

�

1,826

�

��

�

71

�

��

�

6,744

�

��

�

7,619

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total

��

�

74

�

��

$

12,898

�

��

$

14,235

�

��

�

249

�

��

$

38,791

�

��

$

43,394

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

�

(1)	Represents post-modification outstanding recorded investment.

(2)	Represents pre-modification outstanding recorded investment.

Restructured loan modifications may include payment schedule modifications, interest rate concessions, maturity date extensions, modification of note structure (A/B Note), non-reaffirmed Chapter 7 bankruptcies, principal reduction, or some combination of these concessions. During the three and nine months ended September�30, 2014, restructured loan modifications of commercial and industrial, commercial real estate and real estate construction loans primarily included maturity date extensions and payment schedule modifications. Restructured loan modifications of home equity and residential mortgage loans for the three and nine months ended September�30, 2014, primarily included maturity date extensions, interest rate concessions, payment schedule modifications, non-reaffirmed Chapter 7 bankruptcies, or a combination of these concessions.

�

27

---

Table of Contents

The following table provides the number of loans modified in a troubled debt restructuring during the previous 12 months which subsequently defaulted during the three and nine months ended September�30, 2014, as well as the recorded investment in these restructured loans as of September�30, 2014.

�

�

��

Three�Months�Ended�September�30,�2014

�

��

Nine�Months�Ended�September�30,�2014

�

�

��

Number of Loans

�

��

Recorded Investment

�

��

Number of Loans

�

��

Recorded Investment

�

�

��

($ in Thousands)

�

Commercial and industrial

��

�

���

�

��

$

���

�

��

�

1

�

��

$

52

�

Commercial real estate - owner occupied

��

�

���

�

��

�

���

�

��

�

2

�

��

�

203

�

Commercial real estate - investor

��

�

1

�

��

�

493

�

��

�

2

�

��

�

1,613

�

Real estate construction

��

�

���

�

��

�

���

�

��

�

1

�

��

�

160

�

Home equity

��

�

12

�

��

�

367

�

��

�

25

�

��

�

939

�

Installment and credit cards

��

�

1

�

��

�

10

�

��

�

3

�

��

�

34

�

Residential mortgage

��

�

18

�

��

�

1,502

�

��

�

50

�

��

�

4,743

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total

��

�

32

�

��

$

2,372

�

��

�

84

�

��

$

7,744

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

The following table provides the number of loans modified in a troubled debt restructuring during the previous 12 months which subsequently defaulted during the three and nine months ended September�30, 2013, as well as the recorded investment in these restructured loans as of September�30, 2013.

�

�

��

Three�Months�Ended�September�30,�2013

�

��

Nine�Months�Ended�September�30,�2013

�

�

��

Number of Loans

�

��

Recorded Investment

�

��

Number of Loans

�

��

Recorded Investment

�

�

��

($ in Thousands)

�

Commercial and industrial

��

�

8

�

��

$

506

�

��

�

18

�

��

$

1,626

�

Commercial real estate - owner occupied

��

�

2

�

��

�

464

�

��

�

4

�

��

�

578

�

Commercial real estate - investor

��

�

1

�

��

�

405

�

��

�

5

�

��

�

1,992

�

Real estate construction

��

�

1

�

��

�

118

�

��

�

2

�

��

�

158

�

Home equity

��

�

4

�

��

�

147

�

��

�

12

�

��

�

699

�

Residential mortgage

��

�

8

�

��

�

1,150

�

��

�

15

�

��

�

2,385

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total

��

�

24

�

��

$

2,790

�

��

�

56

�

��

$

7,438

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

All loans modified in a troubled debt restructuring are evaluated for impairment. The nature and extent of the impairment of restructured loans, including those which have experienced a subsequent payment default, is considered in the determination of an appropriate level of the allowance for loan losses.

�

28

---

Table of Contents

NOTE 7: Goodwill and Other Intangible Assets

Goodwill: Goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The impairment testing process is conducted by assigning net assets and goodwill to each reporting unit. An initial qualitative evaluation is made to assess the likelihood of impairment and determine whether further quantitative testing to calculate the fair value is necessary. When the qualitative evaluation indicates that impairment is more likely than not, quantitative testing is required whereby the fair value of each reporting unit is calculated and compared to the recorded book value, �step one.� If the calculated fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired and �step two� is not considered necessary. If the carrying value of a reporting unit exceeds its calculated fair value, the impairment test continues (�step two�) by comparing the carrying value of the reporting unit�s goodwill to the implied fair value of goodwill. The implied fair value is computed by adjusting all assets and liabilities of the reporting unit to current fair value with the offset adjustment to goodwill. The adjusted goodwill balance is the implied fair value of the goodwill. An impairment charge is recognized if the carrying value of goodwill exceeds the implied fair value of goodwill.

The Corporation conducted its annual impairment testing in May 2014, utilizing a qualitative assessment. Factors that management considered in this assessment included macroeconomic conditions, industry and market considerations, overall financial performance of the Corporation and each reporting unit (both current and projected), changes in management strategy, and changes in the composition or carrying amount of net assets. In addition, management considered the increases in both the Corporation�s common stock price and in the overall bank common stock index (based on the NASDAQ bank index), as well as the Corporation�s earnings per common share trend over the past year. Based on these assessments, management concluded that the 2014 annual qualitative impairment assessment indicated that it is more likely than not that the estimated fair value exceeded the carrying value (including goodwill) for each reporting unit. Therefore, a step one quantitative analysis was not required. There were no impairment charges recorded in 2013 or through September�30, 2014.

At September�30, 2014, the Corporation had goodwill of $929 million. There was no change in the carrying amount of goodwill for the nine months ended September�30, 2014, and the year ended December�31, 2013.

Other Intangible Assets: The Corporation has other intangible assets that are amortized, consisting of core deposit intangibles, other intangibles (primarily related to customer relationships acquired in connection with the Corporation�s insurance agency acquisitions), and mortgage servicing rights. For core deposit intangibles and other intangibles, changes in the gross carrying amount, accumulated amortization, and net book value were as follows.

�

�	��	Nine�Months�Ended September�30, 2014		�	�	Year Ended December�31,�2013		�
�	��	($ in Thousands)						�
Core deposit intangibles:	��				�
Gross carrying amount	��	$	36,230	�	�	$	36,230	�
Accumulated amortization	��	�	(33,878	)�	�	�	(31,565	)�
	��	�	�	�	�	�	�	�
Net book value	��	$	2,352	�	�	$	4,665	�
	��	�	�	�	�	�	�	�
Amortization during the period	��	$	2,313	�	�	$	3,122	�
Other intangibles:	��				�
Gross carrying amount	��	$	19,283	�	�	$	19,283	�
Accumulated amortization	��	�	(13,423	)�	�	�	(12,764	)�
	��	�	�	�	�	�	�	�
Net book value	��	$	5,860	�	�	$	6,519	�
	��	�	�	�	�	�	�	�
Amortization during the period	��	$	659	�	�	$	921	�

The Corporation sells residential mortgage loans in the secondary market and typically retains the right to service the loans sold. Upon sale, a mortgage servicing rights asset is capitalized, which represents the then current fair value of future net cash flows expected to be realized for performing servicing activities. Mortgage servicing rights, when purchased, are initially recorded at fair value. As the Corporation has not elected to subsequently measure any class of servicing assets under the fair value measurement method, the Corporation follows the amortization method. Mortgage servicing rights are amortized in proportion to and over the

�

29

---

Table of Contents

period of estimated net servicing income, and assessed for impairment at each reporting date. Mortgage servicing rights are carried at the lower of the initial capitalized amount, net of accumulated amortization, or estimated fair value, and are included in other intangible assets, net, in the consolidated balance sheets.

The Corporation periodically evaluates its mortgage servicing rights asset for impairment. Impairment is assessed based on fair value at each reporting date using estimated prepayment speeds of the underlying mortgage loans serviced and stratifications based on the risk characteristics of the underlying loans (predominantly loan type and note interest rate). As mortgage interest rates fall, prepayment speeds are usually faster and the value of the mortgage servicing rights asset generally decreases, requiring additional valuation reserve. Conversely, as mortgage interest rates rise, prepayment speeds are usually slower and the value of the mortgage servicing rights asset generally increases, requiring less valuation reserve. A valuation allowance is established, through a charge to earnings, to the extent the amortized cost of the mortgage servicing rights exceeds the estimated fair value by stratification. If it is later determined that all or a portion of the temporary impairment no longer exists for a stratification, the valuation is reduced through a recovery to earnings. An other-than-temporary impairment (i.e., recoverability is considered remote when considering interest rates and loan pay off activity) is recognized as a write-down of the mortgage servicing rights asset and the related valuation allowance (to the extent a valuation allowance is available) and then against earnings. A direct write-down permanently reduces the carrying value of the mortgage servicing rights asset and valuation allowance, precluding subsequent recoveries. See Note 12 for a discussion of the recourse provisions on sold residential mortgage loans. See Note 13 which further discusses fair value measurement relative to the mortgage servicing rights asset.

A summary of changes in the balance of the mortgage servicing rights asset and the mortgage servicing rights valuation allowance was as follows.

�

�	��	Nine�Months�Ended September�30, 2014		�	�	Year Ended December�31,�2013		�
�	��	($ in Thousands)						�
Mortgage servicing rights:	��				�
Mortgage servicing rights at beginning of period	��	$	64,193	�	�	$	61,425	�
Additions	��	�	5,844	�	�	�	18,256	�
Amortization	��	�	(8,224	)�	�	�	(15,488	)�
	��	�	�	�	�	�	�	�
Mortgage servicing rights at end of period	��	$	61,813	�	�	$	64,193	�
	��	�	�	�	�	�	�	�
Valuation allowance at beginning of period	��	�	(913	)�	�	�	(15,476	)�
Recoveries, net	��	�	89	�	�	�	14,563	�
	��	�	�	�	�	�	�	�
Valuation allowance at end of period	��	�	(824	)�	�	�	(913	)�
	��	�	�	�	�	�	�	�
Mortgage servicing rights, net	��	$	60,989	�	�	$	63,280	�
	��	�	�	�	�	�	�	�
Fair value of mortgage servicing rights	��	$	69,940	�	�	$	74,444	�
Portfolio of residential mortgage loans serviced for others (�servicing portfolio�)	��	�	8,012,000	�	�	�	8,084,000	�
Mortgage servicing rights, net to servicing portfolio	��	�	0.76�	%�	�	�	0.78�	%�
Mortgage servicing rights expense (1)	��	$	8,135	�	�	$	925	�

�

(1)	Includes the amortization of mortgage servicing rights and additions/recoveries to the valuation allowance of mortgage servicing rights, and is a component of mortgage banking, net, in the consolidated statements of income.

�

30

---

Table of Contents

The following table shows the estimated future amortization expense for amortizing intangible assets. The projections of amortization expense are based on existing asset balances, the current interest rate environment, and prepayment speeds as of September�30, 2014. The actual amortization expense the Corporation recognizes in any given period may be significantly different depending upon acquisition or sale activities, changes in interest rates, prepayment speeds, market conditions, regulatory requirements, and events or circumstances that indicate the carrying amount of an asset may not be recoverable.

�

Estimated amortization expense:

��

Core�Deposit Intangibles

�

��

Other Intangibles

�

��

Mortgage�Servicing Rights

�

�

��

($ in Thousands)

�

Three months ending December�31, 2014

��

$

555

�

��

$

220

�

��

$

2,773

�

Year ending December�31, 2015

��

�

1,404

�

��

�

839

�

��

�

9,760

�

Year ending December�31, 2016

��

�

281

�

��

�

803

�

��

�

8,084

�

Year ending December�31, 2017

��

�

112

�

��

�

770

�

��

�

6,727

�

Year ending December�31, 2018

��

�

���

�

��

�

740

�

��

�

5,621

�

Year ending December�31, 2019

��

�

���

�

��

�

441

�

��

�

4,721

�

Beyond 2019

��

�

���

�

��

�

2,047

�

��

�

24,127

�

��

�

�

�

��

�

�

�

��

�

�

�

Total Estimated Amortization Expense

��

$

2,352

�

��

$

5,860

�

��

$

61,813

�

��

�

�

�

��

�

�

�

��

�

�

�

NOTE 8: Short and Long-Term Funding

The components of short-term funding (funding with original contractual maturities of one year or less) and long-term funding (funding with original contractual maturities greater than one year) were as follows.

�

�	��	September�30, 2014		�	��	December�31, 2013		�
�	��	($ in Thousands)						�
Short-Term Funding	��				��
Federal funds purchased	��	$	272,190	�	��	$	56,195	�
Securities sold under agreements to repurchase	��	�	493,451	�	��	�	419,247	�
	��	�	�	�	��	�	�	�
Federal funds purchased and securities sold under agreements to repurchase	��	�	765,641	�	��	�	475,442	�
FHLB advances	��	�	605,000	�	��	�	200,000	�
Commercial paper	��	�	59,539	�	��	�	65,484	�
	��	�	�	�	��	�	�	�
Other short-term funding	��	�	664,539	�	��	�	265,484	�
	��	�	�	�	��	�	�	�
Total short-term funding	��	$	1,430,180	�	��	$	740,926	�
	��	�	�	�	��	�	�	�
Long-Term Funding	��				��
FHLB advances	��	$	2,500,268	�	��	$	2,500,297	�
Senior notes, at par	��	�	430,000	�	��	�	585,000	�
Other long-term funding and capitalized costs	��	�	1,279	�	��	�	1,970	�
	��	�	�	�	��	�	�	�
Total long-term funding	��	$	2,931,547	�	��	$	3,087,267	�
	��	�	�	�	��	�	�	�
Total short and long-term funding	��	$	4,361,727	�	��	$	3,828,193	�
	��	�	�	�	��	�	�	�

Short-term funding:

The FHLB advances included in short-term funding are those with original contractual maturities of one year or less. The securities sold under agreements to repurchase represent short-term funding which is collateralized by securities of the U.S. Government or its agencies.

Long-term funding:

FHLB Advances: Long-term FHLB advances had a weighted-average interest rate of 0.10% for both September�30, 2014 and December�31, 2013. During the fourth quarter of 2013, the Corporation executed $2.5 billion of five year, variable rate FHLB advances that can be repaid, at our option, without penalty. The FHLB advances are indexed to the FHLB discount note and reprice at varying intervals, including $1.0 billion repricing at four week intervals, $750 million repricing at 13 week intervals, and $750 million repricing daily. The advances offer flexible, low cost, long-term funding that improves the Corporation�s liquidity profile.

�

31

---

Table of Contents

2011 Senior Notes: In March 2011, the Corporation issued $300 million of senior notes due March 2016, and callable February 2016, with a 5.125% fixed coupon at a discount. In September 2011, the Corporation �re-opened� the offering and issued an additional $130 million of the same notes at a premium. The Corporation intends to refinance the 2011 Senior Notes prior to their maturity.

2012 Senior Notes: In September 2012, the Corporation issued $155 million of senior notes, due March 2014, and callable February 2014, at a discount. These notes were called and redeemed in February 2014.

NOTE 9: Income Taxes

The Corporation recognized income tax expense of $67 million for the first nine months of 2014, compared to income tax expense of $65 million for the comparable period in 2013. The effective tax rate was 32.02% for the first nine months of 2014, compared to an effective tax rate of 31.68% for the first nine months of 2013.

NOTE 10: Derivative and Hedging Activities

The Corporation facilitates customer borrowing activity by providing various interest rate risk management solutions through its capital markets area. To date, all of the notional amounts of customer transactions have been matched with a mirror swap with another counterparty. The Corporation has used, and may again use in the future, derivative instruments to hedge the variability in interest payments or protect the value of certain assets and liabilities recorded on its consolidated balance sheet from changes in interest rates. The predominant derivative and hedging activities include interest rate-related instruments (swaps and caps), foreign currency exchange forwards, written options, purchased options, and certain mortgage banking activities. The contract or notional amount of a derivative is used to determine, along with the other terms of the derivative, the amounts to be exchanged between the counterparties. The Corporation is exposed to credit risk in the event of nonperformance by counterparties to financial instruments. To mitigate the counterparty risk, interest rate-related instruments generally contain language outlining collateral pledging requirements for each counterparty. Collateral must be posted when the market value exceeds certain threshold limits which are determined from the credit ratings of each counterparty. The Corporation was required to pledge $11 million of investment securities as collateral at September�30, 2014, and pledged $42 million of investment securities as collateral at December�31, 2013. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, as of June�10, 2013, the Corporation must clear all LIBOR interest rate swaps through a clearing house if it can be cleared. As such, the Corporation is required to pledge cash collateral for the margin. At September�30, 2014, the Corporation posted cash collateral for the margin of $10 million, compared to $6 million at December�31, 2013.

The Corporation�s derivative and hedging instruments are recorded at fair value on the consolidated balance sheets. The fair value of the Corporation�s interest rate-related instruments is determined using discounted cash flow analysis on the expected cash flows of each derivative and also includes a nonperformance / credit risk component (credit valuation adjustment). See Note 13 for additional fair value information and disclosures.

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The table below identifies the balance sheet category and fair values of the Corporation�s derivative instruments not designated as hedging instruments.

�

�

��

�

�

��

�

�

�

�

��

Weighted Average

�

($ in Thousands)

��

Notional Amount

�

��

Fair Value

�

�

Balance�Sheet Category

��

Receive Rate(1)

�

�

Pay Rate(1)

�

�

Maturity

�

September�30, 2014

��

�

��

�

�

Interest rate-related instruments � customer and mirror

��

$

1,665,024

�

��

$

31,862

�

�

Trading�assets

��

�

1.62

%�

�

�

1.62

%�

�

�

41�months

��

Interest rate-related instruments � customer and mirror

��

�

1,665,024

�

��

�

(34,071

)�

�

Trading�liabilities

��

�

1.62

%�

�

�

1.62

%�

�

�

41�months

��

Interest rate lock commitments (mortgage)

��

�

145,037

�

��

�

1,440

�

�

Other assets

��

�

���

��

�

�

���

��

�

�

���

��

Forward commitments (mortgage)

��

�

247,000

�

��

�

(623

)�

�

Other liabilities

��

�

���

��

�

�

���

��

�

�

���

��

Foreign currency exchange forwards

��

�

69,737

�

��

�

2,143

�

�

Trading assets

��

�

���

��

�

�

���

��

�

�

���

��

Foreign currency exchange forwards

��

�

65,277

�

��

�

(1,932

)�

�

Trading liabilities

��

�

���

��

�

�

���

��

�

�

���

��

Purchased options (time deposit)

��

�

111,163

�

��

�

6,943

�

�

Other assets

��

�

���

��

�

�

���

��

�

�

���

��

Written options (time deposit)

��

�

111,163

�

��

�

(6,943

)�

�

Other liabilities

��

�

���

��

�

�

���

��

�

�

���

��

December�31, 2013

��

��

�

��

�

�

Interest rate-related instruments � customer and mirror

��

$

1,821,787

�

��

$

42,980

�

�

Trading assets

��

�

1.63

%�

�

�

1.63

%�

�

�

45�months

��

Interest rate-related instruments � customer and mirror

��

�

1,821,787

�

��

�

(45,815

)�

�

Trading liabilities

��

�

1.63

%�

�

�

1.63

%�

�

�

45�months

��

Interest rate lock commitments (mortgage)

��

�

102,225

�

��

�

416

�

�

Other assets

��

�

���

��

�

�

���

��

�

�

���

��

Forward commitments (mortgage)

��

�

135,000

�

��

�

1,301

�

�

Other assets

��

�

���

��

�

�

���

��

�

�

���

��

Foreign currency exchange forwards

��

�

25,747

�

��

�

748

�

�

Trading assets

��

�

���

��

�

�

���

��

�

�

���

��

Foreign currency exchange forwards

��

�

24,413

�

��

�

(655

)�

�

Trading liabilities

��

�

���

��

�

�

���

��

�

�

���

��

Purchased options (time deposit)

��

�

115,953

�

��

�

7,328

�

�

Other assets

��

�

���

��

�

�

���

��

�

�

���

��

Written options (time deposit)

��

�

115,953

�

��

�

(7,328

)�

�

Other liabilities

��

�

���

��

�

�

���

��

�

�

���

��

�

(1)	Reflects the weighted average receive rate and pay rate for the interest rate swap derivative financial instruments only.

The table below identifies the income statement category of the gains and losses recognized in income on the Corporation�s derivative instruments not designated as hedging instruments.

�

�	��	Income�Statement�Category�of Gain�/(Loss)�Recognized�in�Income	��	Gain�/(Loss) Recognized�in�Income		�
�	��	�	��	($ in Thousands)		�
Nine Months Ended September�30, 2014	��		��
Interest rate-related instruments � customer and mirror, net	��	Capital�market�fees,�net	��	$	626	�
Interest rate lock commitments (mortgage)	��	Mortgage banking, net	��	�	1,024	�
Forward commitments (mortgage)	��	Mortgage banking, net	��	�	(1,924	)�
Foreign currency exchange forwards	��	Capital market fees, net	��	�	118	�
Nine Months Ended September�30, 2013	��		��
Interest rate-related instruments � customer and mirror, net	��	Capital market fees, net	��	$	2,600	�
Interest rate lock commitments (mortgage)	��	Mortgage banking, net	��	�	(4,234	)�
Forward commitments (mortgage)	��	Mortgage banking, net	��	�	(4,406	)�
Foreign currency exchange forwards	��	Capital market fees, net	��	�	4	�

Free standing derivatives

The Corporation enters into various derivative contracts which are designated as free standing derivative contracts. These derivative contracts are not designated against specific assets and liabilities on the balance sheet or forecasted transactions and, therefore, do not qualify for hedge accounting treatment. Such derivative contracts are carried at fair value on the consolidated balance sheet with changes in the fair value recorded as a component of Capital market fees, net, and typically include interest rate-related instruments (swaps and caps).

Free standing derivative products are entered into primarily for the benefit of commercial customers seeking to manage their exposures to interest rate risk. The Corporation�s market risk from unfavorable movements in interest rates related to these derivative contracts is generally economically hedged by concurrently entering into offsetting derivative contracts. The offsetting derivative contracts have identical notional values, terms and indices.

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Table of Contents

Mortgage derivatives

Interest rate lock commitments to originate residential mortgage loans held for sale and forward commitments to sell residential mortgage loans are considered derivative instruments, and the fair value of these commitments is recorded on the consolidated balance sheets with the changes in fair value recorded as a component of mortgage banking, net.

Foreign currency derivatives

The Corporation provides foreign exchange services to customers. The Corporation may enter into a foreign currency forward to mitigate the exchange rate risk attached to the cash flows of a loan or as an offsetting contract to a forward entered into as a service to our customer.

Written and purchased option derivatives (time deposit)

The Corporation has periodically entered into written and purchased option derivative instruments to facilitate an equity linked time deposit product (the �Power CD�). During September 2013, the Corporation terminated its Power CD product. The Power CD was a time deposit that provided the purchaser a guaranteed return of principal at maturity plus a potential equity return (a written option), while the Corporation received a known stream of funds based on the equity return (a purchased option). The written and purchased options are mirror derivative instruments which are carried at fair value on the consolidated balance sheets.

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NOTE 11: Balance Sheet Offsetting

Interest Rate-Related Instruments (�Interest Agreements�)

The Corporation enters into interest rate-related instruments to facilitate the interest rate risk management strategies of commercial customers. The Corporation mitigates this risk by entering into equal and offsetting interest rate-related instruments with highly rated third party financial institutions. The interest agreements are free-standing derivatives and are recorded at fair value in the Corporation�s consolidated balance sheet. The Corporation is party to master netting arrangements with its financial institution counterparties; however, the Corporation does not offset assets and liabilities under these arrangements for financial statement presentation purposes. The master netting arrangements provide for a single net settlement of all interest agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of investment securities and cash, is posted by the counterparty with net liability positions in accordance with contract thresholds. See Note 10 for additional information on the Corporation�s derivative and hedging activities.

Securities Sold Under Agreements to Repurchase (�Repurchase Agreements�)

The Corporation enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Corporation may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Corporation to repurchase the assets. As a result, these repurchase agreements are accounted for as collateralized financing arrangements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability in the Corporation�s consolidated balance sheet, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts (i.e., there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities). The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Corporation be in default (e.g., fails to make an interest payment to the counterparty). In addition, the Corporation does not enter into reverse repurchase agreements; therefore, there is no such offsetting to be done with the repurchase agreements.

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Table of Contents

The following table presents the assets and liabilities subject to an enforceable master netting arrangement as of September�30, 2014 and December�31, 2013. The swap agreements we have with our commercial customers are not subject to an enforceable master netting arrangement, and therefore, are excluded from this table.

�

September�30, 2014

��

Gross amounts recognized

�

��

Gross�amounts offset in the balance sheet

�

��

Net�amounts presented in the�balance�sheet

�

��

Gross amounts not offset

�

��

��

��

��

in the balance sheet

�

��

��

��

��

Financial instruments

�

�

Collateral

�

�

Net�amount

�

��

��

��

��

�

�

�

��

($ in Thousands)

�

Derivative assets:

��

��

��

��

�

�

Interest rate-related instruments

��

$

1,406

�

��

$

���

�

��

$

1,406

�

��

$

(1,406

)�

�

$

���

�

�

$

���

�

Derivative liabilities:

��

��

��

��

�

�

Interest rate-related instruments

��

$

31,898

�

��

$

���

�

��

$

31,898

�

��

$

(1,406

)�

�

$

(21,149

)�

�

$

9,343

�

December�31, 2013

��

�

�

��

�

�

��

�

�

��

�

�

Derivative assets:

��

��

��

��

�

�

Interest rate-related instruments

��

$

3,084

�

��

$

���

�

��

$

3,084

�

��

$

(3,082

)�

�

$

���

�

�

$

2

�

Derivative liabilities:

��

��

��

��

�

�

Interest rate-related instruments

��

$

41,786

�

��

$

���

�

��

$

41,786

�

��

$

(3,082

)�

�

$

(33,405

)�

�

$

5,299

�

NOTE 12: Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities

The Corporation utilizes a variety of financial instruments in the normal course of business to meet the financial needs of its customers and to manage its own exposure to fluctuations in interest rates. These financial instruments include lending-related and other commitments (see below) and derivative instruments (see Note 10). During the second quarter of 2014, the Corporation reclassified certain letters of credit from commercial letters of credit to standby letters of credit. The letters of credit balances for December�31, 2013, have also been adjusted to reflect this change in classification. The following is a summary of lending-related commitments.

�

�	��	September�30,�2014		�	��	December�31,�2013		�
�	��	($ in Thousands)						�
Commitments to extend credit, excluding commitments to originate residential mortgage loans held for sale(1)(2)	��	$	6,703,718	�	��	$	6,367,771	�
Commercial letters of credit (1)	��	�	8,705	�	��	�	12,034	�
Standby letters of credit (3)	��	�	352,445	�	��	�	370,773	�

�

(1)

These off-balance sheet financial instruments are exercisable at the market rate prevailing at the date the underlying transaction will be completed and, thus, are deemed to have no current fair value, or the fair value is based on fees currently charged to enter into similar agreements and is not material at September�30, 2014 or December�31, 2013.

(2)	Interest rate lock commitments to originate residential mortgage loans held for sale are considered derivative instruments and are disclosed in Note 10.

(3)	The Corporation has established a liability of $4 million at both September�30, 2014 and December�31, 2013, as an estimate of the fair value of these financial instruments.

Lending-related Commitments

As a financial services provider, the Corporation routinely enters into commitments to extend credit. Such commitments are subject to the same credit policies and approval process accorded to loans made by the Corporation, with each customer�s creditworthiness evaluated on a case-by-case basis. The commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. The Corporation�s exposure to credit loss in the event of nonperformance by the other party to these financial instruments is represented by the contractual amount of those instruments. The amount of collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on management�s credit evaluation of the customer. Since a significant portion of commitments to extend credit are subject to specific restrictive loan covenants or may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements. An allowance for unfunded

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commitments is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to unfunded commitments (including unfunded loan commitments and letters of credit). For September�30, 2014 and December�31, 2013, the Corporation had an allowance for unfunded commitments totaling $24 million and $22 million, respectively, included in accrued expenses and other liabilities on the consolidated balance sheets. See Note 6 for additional information on the allowance for unfunded commitments.

Lending-related commitments include commitments to extend credit, commitments to originate residential mortgage loans held for sale, commercial letters of credit, and standby letters of credit. Commitments to extend credit are legally binding agreements to lend to customers at predetermined interest rates, as long as there is no violation of any condition established in the contracts. Interest rate lock commitments to originate residential mortgage loans held for sale and forward commitments to sell residential mortgage loans are considered derivative instruments, and the fair value of these commitments is recorded on the consolidated balance sheets. The Corporation�s derivative and hedging activity is further described in Note 10. Commercial and standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Commercial letters of credit are issued specifically to facilitate commerce and typically result in the commitment being drawn on when the underlying transaction is consummated between the customer and the third party, while standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party.

Other Commitments

The Corporation has principal investment commitments to provide capital-based financing to private and public companies through either direct investments in specific companies or through investment funds and partnerships. The timing of future cash requirements to fund such commitments is generally dependent on the investment cycle, whereby privately held companies are funded by private equity investors and ultimately sold, merged, or taken public through an initial offering, which can vary based on overall market conditions, as well as the nature and type of industry in which the companies operate. The Corporation also invests in low-income housing, small-business commercial real estate, new market tax credit projects, and historic tax credit projects to promote the revitalization of low-to-moderate-income neighborhoods throughout the local communities of its bank subsidiary. As a limited partner in these unconsolidated projects, the Corporation is allocated tax credits and deductions associated with the underlying projects. The aggregate carrying value of these investments at September�30, 2014 was $28 million, included in other assets on the consolidated balance sheets, compared to $33 million at December�31, 2013. Related to these investments, the Corporation had remaining commitments to fund of $15 million at September�30, 2014 and $16 million at December�31, 2013.

Contingent Liabilities

The Corporation is party to various pending and threatened claims and legal proceedings arising in the normal course of business activities, some of which involve claims for substantial amounts. Although there can be no assurance as to the ultimate outcomes, the Corporation believes it has meritorious defenses to the claims asserted against it in its currently outstanding matters, including the matters described below, and with respect to such legal proceedings, intends to continue to defend itself vigorously. The Corporation will consider settlement of cases when, in management�s judgment, it is in the best interests of both the Corporation and its shareholders.

On at least a quarterly basis, the Corporation assesses its liabilities and contingencies in connection with all pending or threatened claims and litigation, utilizing the most recent information available. On a matter by matter basis, an accrual for loss is established for those matters which the Corporation believes it is probable that a loss may be incurred and that the amount of such loss can be reasonably estimated. Once established, each accrual is adjusted as appropriate to reflect any subsequent developments. Accordingly, management�s estimate will change from time to time, and actual losses may be more or less than the current estimate. For matters where a loss is not probable, or the amount of the loss cannot be estimated, no accrual is established.

Resolution of legal claims is inherently unpredictable, and in many legal proceedings various factors exacerbate this inherent unpredictability, including where the damages sought are unsubstantiated or indeterminate, it is unclear whether a case brought as a class action will be allowed to proceed on that basis, discovery is not complete, the proceeding is not yet in its final stages, the matters present legal uncertainties, there are significant facts in dispute, there are a large number of parties (including where it is uncertain how liability, if any, will be shared among multiple defendants), or there is a wide range of potential results.

A lawsuit, R.J. ZAYED v. Associated Bank, N.A., was filed in the United States District Court for the District of Minnesota on January�29, 2013. The lawsuit relates to a Ponzi scheme perpetrated by Oxford Global Partners and related entities (�Oxford�) and individuals and was brought by the receiver for Oxford. Oxford was a depository customer of Associated Bank, N.A. (the �Bank�). The lawsuit claims that the Bank is liable for failing to uncover the Oxford Ponzi scheme, and specifically alleges the Bank aided and abetted (1)�the fraudulent scheme; (2)�a breach of fiduciary duty; (3)�conversion; and (4)�false representations and omissions. The lawsuit seeks

�

37

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Table of Contents

unspecified consequential and punitive damages. The District Court granted the Bank�s motion to dismiss the complaint on September�30, 2013, and the plaintiff has appealed such dismissal to the U.S. Court of Appeals for the Eighth Circuit. It is not possible for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss at this time. A lawsuit by investors in the same Ponzi scheme, Herman Grad, et al v. Associated Bank, N.A., brought in Brown County, Wisconsin in October 2009 was dismissed by the circuit court, and the dismissal was affirmed by the Wisconsin Court of Appeals in June 2011 in an unpublished opinion.

A purported class action lawsuit, Wanda Boone v. Associated Banc-Corp, was filed on April�10, 2014 in the United States District Court for the Eastern District of Wisconsin. The lawsuit claimed that loan coordinators employed by the Bank were not compensated for all hours worked, including the payment of overtime, in violation of the Fair Labor Standards Act of 1938 and Wisconsin wage laws. On July�30, 2014, the case was dismissed with prejudice. As part of the resolution of this matter, the Corporation made an immaterial payment to the plaintiff.

The Office of the Comptroller of the Currency (OCC) and the Department of Housing and Urban Development (HUD) are examining the Bank�s compliance with fair housing laws, particularly from the period 2008-2011.�The Corporation believes it has been in compliance in all material respects with all applicable laws and regulations related to fair housing. It is not possible at this time for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss related to such examinations by the OCC and HUD.

During the last year, the Corporation has reviewed a variety of legacy products provided by third parties, including debt protection and identity protection products. In connection with this review, the Corporation has made, and plans to make, remediation payments to affected customers and former customers. See Part I, Item�2, �Management�s Discussion and Analysis of Financial Condition and Results of Operations� sections �Noninterest Income,� �Comparable Third Quarter Results,� and �Sequential Quarter Results,� for additional information. These types of products have recently received increased regulatory scrutiny, and it is possible that regulatory authorities could bring enforcement actions, including civil money penalties, or take other actions against the Corporation in regard to these legacy products. It is not possible at this time for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss related to this matter.

The Corporation sells residential mortgage loans to investors in the normal course of business. Residential mortgage loans sold to others are predominantly conventional residential first lien mortgages originated under our usual underwriting procedures, and are most often sold on a nonrecourse basis, primarily to the government-sponsored enterprises (�GSEs�). The Corporation�s agreements to sell residential mortgage loans in the normal course of business usually require certain representations and warranties on the underlying loans sold, related to credit information, loan documentation, collateral, and insurability. Subsequent to being sold, if a material underwriting deficiency or documentation defect is discovered, the Corporation may be obligated to repurchase the loan or reimburse the GSEs for losses incurred (collectively, �make whole requests�). The make whole requests and any related risk of loss under the representations and warranties are largely driven by borrower performance.

As a result of make whole requests, the Corporation has repurchased loans with principal balances of $4 million and $3 million during the nine months ended September�30, 2014 and the year ended December�31, 2013, respectively, and paid loss reimbursement claims of $500,000 and $3 million during the nine months ended September�30, 2014 and the year ended December�31, 2013, respectively. The Corporation had a mortgage repurchase reserve for potential claims on loans previously sold of $3 million at September�30, 2014, compared to $6 million at December�31, 2013. Make whole requests during 2013 and the first nine months of 2014 generally arose from loans sold during the period January�1, 2006 to September�30, 2014, which totaled $18.4 billion at the time of sale, and consisted primarily of loans sold to GSEs. As of September�30, 2014, approximately $7.6 billion of these sold loans remain outstanding.

�

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Table of Contents

The balance in the mortgage repurchase reserve at the balance sheet date reflects the estimated amount of potential loss the Corporation could incur from repurchasing a loan, as well as loss reimbursements, indemnifications, and other settlement resolutions. The following summarizes the changes in the mortgage repurchase reserve.

�

�	��	For the Nine Months�Ended September�30,�2014		�	�	For�the�Year�Ended December�31,�2013		�
�	��	($ in Thousands)						�
Balance at beginning of period	��	$	5,700	�	�	$	3,300	�
Repurchase provision (recovery) expense	��	�	(1,883	)�	�	�	5,909	�
Charge offs	��	�	(417	)�	�	�	(3,509	)�
	��	�	�	�	�	�	�	�
Balance at end of period	��	$	3,400	�	�	$	5,700	�
	��	�	�	�	�	�	�	�

The Corporation may also sell residential mortgage loans with limited recourse (limited in that the recourse period ends prior to the loan�s maturity, usually after certain time and / or loan paydown criteria have been met), whereby repurchase could be required if the loan had defined delinquency issues during the limited recourse periods. At September�30, 2014, and December�31, 2013, there were approximately $44 million and $56 million, respectively, of residential mortgage loans sold with such recourse risk. There have been limited instances and immaterial historical losses on repurchases for recourse under the limited recourse criteria.

The Corporation has a subordinate position to the FHLB in the credit risk on residential mortgage loans it sold to the FHLB in exchange for a monthly credit enhancement fee. The Corporation has not sold loans to the FHLB with such credit risk retention since February 2005. At September�30, 2014 and December�31, 2013, there were $190 million and $233 million, respectively, of such residential mortgage loans with credit risk recourse, upon which there have been negligible historical losses to the Corporation.

NOTE 13: Fair Value Measurements

Fair value represents the estimated price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date under current market conditions (i.e., an exit price concept). As there is no active market for many of the Corporation�s financial instruments, estimates are made using discounted cash flow or other valuation techniques. Inputs into the valuation methods are subjective in nature, involve uncertainties, and require significant judgment and therefore cannot be determined with precision. Accordingly, the derived fair value estimates presented herein are not necessarily indicative of the amounts the Corporation could realize in a current market exchange. Assets and liabilities are categorized into three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy in which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Corporation�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 asset or liability. Below is a brief description of each fair value level.

�

Level�1 inputs	�	Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Corporation has the ability to access.
Level 2 inputs	�	Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.
Level 3 inputs	�	Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity�s own assumptions, as there is little, if any, related market activity.

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Table of Contents

Following is a description of the valuation methodologies used for the Corporation�s more significant instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.

Investment securities available for sale: Where quoted prices are available in an active market, investment securities are classified in Level 1 of the fair value hierarchy. Level 1 investment securities primarily include U.S. Treasury, certain Federal agency, and exchange-traded debt and equity securities. If quoted market prices are not available for the specific security, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows, with consideration given to the nature of the quote and the relationship of recently evidenced market activity to the fair value estimate, and are classified in Level 2 of the fair value hierarchy. Examples of these investment securities include certain Federal agency securities, obligations of state and political subdivisions (municipal securities), mortgage-related securities, asset-backed securities, and other debt securities. Lastly, in certain cases where there is limited activity or less transparency around inputs to the estimated fair value, securities are classified within Level 3 of the fair value hierarchy. Level 3 securities primarily include pooled trust preferred and other debt securities. To validate the fair value estimates, assumptions, and controls, the Corporation looks to transactions for similar instruments and utilizes independent pricing provided by third party vendors or brokers and relevant market indices. While none of these sources are solely indicative of fair value, they serve as directional indicators for the appropriateness of the Corporation�s fair value estimates. The Corporation has determined that the fair value measures of its investment securities are classified predominantly within Level 1 or 2 of the fair value hierarchy. See Note 5 for additional disclosure regarding the Corporation�s investment securities.

Derivative financial instruments (interest rate-related instruments): The Corporation has used, and may again use in the future, interest rate swaps to manage its interest rate risk. In addition, the Corporation offers customer interest rate-related instruments (swaps and caps) to service our customers� needs, for which the Corporation simultaneously enters into offsetting derivative financial instruments (i.e., mirror interest rate-related instruments) with third parties to manage its interest rate risk associated with these financial instruments. The valuation of the Corporation�s derivative financial instruments is determined using discounted cash flow analysis on the expected cash flows of each derivative and, also includes a nonperformance / credit risk component (credit valuation adjustment). See Note 10 for additional disclosure regarding the Corporation�s derivative financial instruments.

The discounted cash flow analysis component in the fair value measurement reflects the contractual terms of the derivative financial instruments, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. More specifically, the fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments), with the variable cash payments (or receipts) based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. Likewise, the fair values of interest rate options (i.e., interest rate caps) are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fall below (or rise above) the strike rate of the floors (or caps), with the variable interest rates used in the calculation of projected receipts on the floor (or cap) based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.

The Corporation also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty�s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative financial instruments for the effect of nonperformance risk, the Corporation has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. In conjunction with the FASB�s fair value measurement guidance, the Corporation made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

While the Corporation has determined that the majority of the inputs used to value its derivative financial instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. The Corporation has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions as of September�30, 2014, and December�31, 2013, and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments. Therefore, the Corporation has determined that the fair value measures of its derivative financial instruments in their entirety are classified within Level 2 of the fair value hierarchy.

Derivative financial instruments (foreign currency exchange forwards): The Corporation provides foreign currency exchange services to customers. In addition, the Corporation may enter into a foreign currency exchange forward to mitigate the exchange rate risk attached to the cash flows of a loan or as an offsetting contract to a forward entered into as a service to our customer. The valuation of the Corporation�s foreign currency exchange forwards is determined using quoted prices of foreign currency exchange forwards with similar characteristics, with consideration given to the nature of the quote and the relationship of recently evidenced market activity to the fair value estimate, and are classified in Level 2 of the fair value hierarchy. See Note 10 for additional disclosures regarding the Corporation�s foreign currency exchange forwards.

�

40

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Table of Contents

Derivative financial instruments (mortgage derivatives): Mortgage derivatives include interest rate lock commitments to originate residential mortgage loans held for sale to individual customers and forward commitments to sell residential mortgage loans to various investors. The Corporation relies on an internal valuation model to estimate the fair value of its interest rate lock commitments to originate residential mortgage loans held for sale, which includes grouping the interest rate lock commitments by interest rate and terms, applying an estimated pull-through rate based on historical experience, and then multiplying by quoted investor prices determined to be reasonably applicable to the loan commitment groups based on interest rate, terms, and rate lock expiration dates of the loan commitment groups.

The Corporation also relies on an internal valuation model to estimate the fair value of its forward commitments to sell residential mortgage loans (i.e., an estimate of what the Corporation would receive or pay to terminate the forward delivery contract based on market prices for similar financial instruments), which includes matching specific terms and maturities of the forward commitments against applicable investor pricing available. While there are Level 2 and 3 inputs used in the valuation models, the Corporation has determined that the majority of the inputs significant in the valuation of both of the mortgage derivatives fall within Level 3 of the fair value hierarchy. See Note 10 for additional disclosure regarding the Corporation�s mortgage derivatives.

Following is a description of the valuation methodologies used for the Corporation�s more significant instruments measured on a nonrecurring basis at the lower of amortized cost or estimated fair value, including the general classification of such instruments pursuant to the valuation hierarchy.

Loans Held for Sale: Loans held for sale, which consist generally of current production of certain fixed-rate, first-lien residential mortgage loans, are carried at the lower of cost or estimated fair value. The estimated fair value was based on what secondary markets are currently offering for portfolios with similar characteristics, which the Corporation classifies as a Level 2 nonrecurring fair value measurement.

Impaired Loans: The Corporation considers a loan impaired when it is probable that the Corporation will be unable to collect all amounts due according to the original contractual terms of the note agreement, including both principal and interest. Management has determined that commercial and consumer loan relationships that have nonaccrual status or have had their terms restructured in a troubled debt restructuring meet this impaired loan definition. For individually evaluated impaired loans, the amount of impairment is based upon the present value of expected future cash flows discounted at the loan�s effective interest rate, the estimated fair value of the underlying collateral for collateral-dependent loans, or the estimated liquidity of the note. See Note 6 for additional information regarding the Corporation�s impaired loans.

Mortgage servicing rights: Mortgage servicing rights do not trade in an active, open market with readily observable prices. While sales of mortgage servicing rights do occur, the precise terms and conditions typically are not readily available to allow for a �quoted price for similar assets� comparison. Accordingly, the Corporation utilizes an independent valuation from a third party which uses a discounted cash flow model to estimate the fair value of its mortgage servicing rights. The valuation model incorporates prepayment assumptions to project mortgage servicing rights cash flows based on the current interest rate scenario, which is then discounted to estimate an expected fair value of the mortgage servicing rights. The valuation model considers portfolio characteristics of the underlying mortgages, contractually specified servicing fees, prepayment assumptions, discount rate assumptions, delinquency rates, late charges, other ancillary revenue, costs to service, and other economic factors. The Corporation periodically reviews and assesses the underlying inputs and assumptions used in the model. In addition, the Corporation compares its fair value estimates and assumptions to observable market data for mortgage servicing rights, where available, and to recent market activity and actual portfolio experience. Due to the nature of the valuation inputs, mortgage servicing rights are classified within Level 3 of the fair value hierarchy. The Corporation uses the amortization method (i.e., lower of amortized cost or estimated fair value measured on a nonrecurring basis), not fair value measurement accounting, for its mortgage servicing rights assets. See Note 7 for additional disclosure regarding the Corporation�s mortgage servicing rights.

�

41

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Table of Contents

The table below presents the Corporation�s investment securities available for sale and derivative financial instruments measured at fair value on a recurring basis as of September�30, 2014 and December�31, 2013, aggregated by the level in the fair value hierarchy within which those measurements fall.

�

Assets and Liabilities Measured at Fair Value on a Recurring Basis

�

�

��

�

�

��

Fair Value Measurements Using

�

�

��

September�30,�2014

�

��

Level 1

�

��

Level 2

�

��

Level 3

�

�

��

($ in Thousands)

�

Assets:

��

��

��

��

Investment securities available for sale:

��

��

��

��

U.S. Treasury securities

��

$

996

�

��

$

996

�

��

$

���

�

��

$

���

�

Obligations of state and political subdivisions (municipal securities)

��

�

614,436

�

��

�

���

�

��

�

614,436

�

��

�

���

�

Residential mortgage-related securities:

��

��

��

��

Government-sponsored enterprise (GSE)

��

�

3,741,040

�

��

�

���

�

��

�

3,741,040

�

��

�

���

�

Private-label

��

�

2,482

�

��

�

���

�

��

�

2,482

�

��

�

���

�

GNMA commercial mortgage-related securities

��

�

980,602

�

��

�

���

�

��

�

980,602

�

��

�

���

�

Other securities (debt and equity)

��

�

5,866

�

��

�

2,666

�

��

�

3,000

�

��

�

200

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total investment securities available for sale

��

$

5,345,422

�

��

$

3,662

�

��

$

5,341,560

�

��

$

200

�

Derivatives (trading and other assets)

��

$

42,388

�

��

$

���

�

��

$

40,948

�

��

$

1,440

�

Liabilities:

��

��

��

��

Derivatives (trading and other liabilities)

��

$

43,569

�

��

$

���

�

��

$

42,946

�

��

$

623

�

�

��

�

�

��

Fair Value Measurements Using

�

�

��

December�31, 2013

�

��

Level 1

�

��

Level 2

�

��

Level 3

�

�

��

($ in Thousands)

�

Assets:

��

��

��

��

Investment securities available for sale:

��

��

��

��

U.S. Treasury securities

��

$

1,002

�

��

$

1,002

�

��

$

���

�

��

$

���

�

Obligations of state and political subdivisions (municipal securities)

��

�

676,080

�

��

�

���

�

��

�

676,080

�

��

�

���

�

Residential mortgage-related securities:

��

��

��

��

Government-sponsored enterprise (GSE)

��

�

3,838,430

�

��

�

���

�

��

�

3,838,430

�

��

�

���

�

Private-label

��

�

3,014

�

��

�

���

�

��

�

3,014

�

��

�

���

�

GNMA commercial mortgage-related securities

��

�

647,477

�

��

�

���

�

��

�

647,477

�

��

�

���

�

Asset-backed securities

��

�

23,059

�

��

�

���

�

��

�

23,059

�

��

�

���

�

Other securities (debt and equity)

��

�

61,523

�

��

�

3,238

�

��

�

57,986

�

��

�

299

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total investment securities available for sale

��

$

5,250,585

�

��

$

4,240

�

��

$

5,246,046

�

��

$

299

�

Derivatives (trading and other assets)

��

$

52,773

�

��

$

���

�

��

$

51,056

�

��

$

1,717

�

Liabilities:

��

��

��

��

Derivatives (trading and other liabilities)

��

$

53,798

�

��

$

���

�

��

$

53,798

�

��

$

���

�

�

42

---

Table of Contents

The table below presents a rollforward of the balance sheet amounts for the year ended December�31, 2013 and the nine months ended September�30, 2014, for financial instruments measured on a recurring basis and classified within Level 3 of the fair value hierarchy.

�

Assets and Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3)								�
�	��	Investment�Securities Available for Sale		�	�	Derivative�Financial Instruments		�
($ in Thousands)								�
Balance December�31, 2012	��	$	480	�	�	$	7,647	�
Total net losses included in income:	��				�
Mortgage derivative loss	��	�	���	�	�	�	(5,930	)�
Total net losses included in other comprehensive income:	��				�
Unrealized investment securities loss	��	�	(70	)�	�	�	���	�
Sales of investment securities	��	�	(111	)�	�	�	���	�
	��	�	�	�	�	�	�	�
Balance December�31, 2013	��	$	299	�	�	$	1,717	�
	��	�	�	�	�	�	�	�
Total net losses included in income:	��				�
Mortgage derivative loss	��	�	���	�	�	�	(900	)�
Sales of investment securities	��	�	(99	)�	�	�	���	�
	��	�	�	�	�	�	�	�
Balance September�30, 2014	��	$	200	�	�	$	817	�
	��	�	�	�	�	�	�	�

For Level 3 assets and liabilities measured at fair value on a recurring or nonrecurring basis as of September�30, 2014, the Corporation utilized the following valuation techniques and significant unobservable inputs.

Derivative financial instruments (mortgage derivative � interest rate lock commitments to originate residential mortgage loans held for sale): The significant unobservable input used in the fair value measurement of the Corporation�s mortgage derivative interest rate lock commitments (�IRLC�) is the closing ratio, which represents the percentage of loans currently in a lock position which management estimates will ultimately close.�The closing ratio calculation takes into consideration historical data and loan-level data, (particularly the change in the current interest rates from the time of initial rate lock).�The closing ratio is periodically reviewed for reasonableness and reported to the Mortgage Risk Management Committee. At September�30, 2014, the closing ratio was 88%.

Impaired loans: For individually evaluated impaired loans, the amount of impairment is based upon the present value of expected future cash flows discounted at the loan�s effective interest rate, the estimated fair value of the underlying collateral for collateral-dependent loans, or the estimated liquidity of the note, resulting in average discounts of 20% to 30%.

Mortgage servicing rights: The discounted cash flow analyses that generate expected market prices utilize the observable characteristics of the mortgage servicing rights portfolio, as well as certain unobservable valuation parameters.�The significant unobservable inputs used in the fair value measurement of the Corporation�s mortgage servicing rights are the weighted average constant prepayment rate and weighted average discount rate, which were 13.4% and 10.1% at September�30, 2014, respectively.�Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement.

These parameter assumptions fall within a range that the Corporation, in consultation with an independent third party, believes purchasers of servicing would apply to such portfolios sold into the current secondary servicing market. Discussions are held with members from Treasury and Consumer Banking to reconcile the fair value estimates and the key assumptions used by the respective parties in arriving at those estimates.�The Associated Mortgage Group Risk Committee is responsible for providing control over the valuation methodology and key assumptions.�To assess the reasonableness of the fair value measurement, the Corporation also compares the fair value and constant prepayment rate to a value calculated by an independent third party on an annual basis.

�

43

---

Table of Contents

The table below presents the Corporation�s loans held for sale, impaired loans, and mortgage servicing rights measured at fair value on a nonrecurring basis as of September�30, 2014 and December�31, 2013, aggregated by the level in the fair value hierarchy within which those measurements fall.

�

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

�

�

��

�

�

��

Fair�Value�Measurements�Using

�

�

��

September�30,�2014

�

��

Level�1

�

��

Level 2

�

��

Level 3

�

�

��

($ in Thousands)

�

Assets:

��

��

��

��

Loans held for sale

��

$

142,097

�

��

$

���

�

��

$

142,097

�

��

$

���

�

Impaired loans (1)

��

�

83,771

�

��

�

���

�

��

�

���

�

��

�

83,771

�

Mortgage servicing rights

��

�

69,940

�

��

�

���

�

��

�

���

�

��

�

69,940

�

�

��

�

�

��

Fair Value Measurements Using

�

�

��

December�31, 2013

�

��

Level 1

�

��

Level 2

�

��

Level 3

�

�

��

($ in Thousands)

�

Assets:

��

��

��

��

Loans held for sale

��

$

64,738

�

��

$

���

�

��

$

64,738

�

��

$

���

�

Impaired loans (1)

��

�

88,049

�

��

�

���

�

��

�

���

�

��

�

88,049

�

Mortgage servicing rights

��

�

74,444

�

��

�

���

�

��

�

���

�

��

�

74,444

�

�

(1)	Represents individually evaluated impaired loans, net of the related allowance for loan losses.

Certain nonfinancial assets measured at fair value on a nonrecurring basis include other real estate owned (upon initial recognition or subsequent impairment), nonfinancial assets and nonfinancial liabilities measured at fair value in the second step of a goodwill impairment test, and intangible assets and other nonfinancial long-lived assets measured at fair value for impairment assessment.

During the first nine months of 2014 and the full year 2013, certain other real estate owned, upon initial recognition, was re-measured and reported at fair value through a charge off to the allowance for loan losses based upon the estimated fair value of the other real estate owned, less estimated selling costs. The fair value of other real estate owned, upon initial recognition or subsequent impairment, was estimated using appraised values, which the Corporation classifies as a Level 2 nonrecurring fair value measurement. Other real estate owned measured at fair value upon initial recognition totaled approximately $19 million for the first nine months of 2014 and $29 million for the year ended December�31, 2013. In addition to other real estate owned measured at fair value upon initial recognition, the Corporation also recorded write-downs to the balance of other real estate owned for subsequent impairment of $2 million and $4 million to asset losses, net for the nine months ended September�30, 2014 and the year ended December�31, 2013, respectively.

Fair Value of Financial Instruments:

The Corporation is required to disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions are set forth below for the Corporation�s financial instruments.

�

44

---

Table of Contents

The estimated fair values of the Corporation�s financial instruments at September�30, 2014 and December�31, 2013, were as follows.

�

�

��

September�30, 2014

�

�

��

Carrying Amount

�

��

Fair Value

�

��

Fair Value Measurements Using

�

��

��

��

Level 1

�

��

Level 2

�

��

Level 3

�

�

��

($ in Thousands)

�

Financial assets:

��

��

��

��

��

Cash and due from banks

��

$

381,287

�

��

$

381,287

�

��

$

381,287

�

��

$

���

�

��

$

���

�

Interest-bearing deposits in other financial institutions

��

�

74,945

�

��

�

74,945

�

��

�

74,945

�

��

�

���

�

��

�

���

�

Federal funds sold and securities purchased under agreements to resell

��

�

18,320

�

��

�

18,320

�

��

�

18,320

�

��

�

���

�

��

�

���

�

Investment securities held to maturity

��

�

301,941

�

��

�

307,882

�

��

�

���

�

��

�

307,882

�

��

�

���

�

Investment securities available for sale

��

�

5,345,422

�

��

�

5,345,422

�

��

�

3,662

�

��

�

5,341,560

�

��

�

200

�

FHLB and Federal Reserve Bank stocks

��

�

188,875

�

��

�

188,875

�

��

�

���

�

��

�

188,875

�

��

�

���

�

Loans held for sale

��

�

141,672

�

��

�

142,097

�

��

�

���

�

��

�

142,097

�

��

�

���

�

Loans, net

��

�

16,892,828

�

��

�

17,038,692

�

��

�

���

�

��

�

���

�

��

�

17,038,692

�

Bank owned life insurance

��

�

571,422

�

��

�

571,422

�

��

�

���

�

��

�

571,422

�

��

�

���

�

Accrued interest receivable

��

�

69,609

�

��

�

69,609

�

��

�

69,609

�

��

�

���

�

��

�

���

�

Interest rate-related instruments

��

�

31,862

�

��

�

31,862

�

��

�

���

�

��

�

31,862

�

��

�

���

�

Foreign currency exchange forwards

��

�

2,143

�

��

�

2,143

�

��

�

���

�

��

�

2,143

�

��

�

���

�

Interest rate lock commitments to originate residential mortgage loans held for sale

��

�

1,440

�

��

�

1,440

�

��

�

���

�

��

�

���

�

��

�

1,440

�

Purchased options (time deposit)

��

�

6,943

�

��

�

6,943

�

��

�

���

�

��

�

6,943

�

��

�

���

�

Financial liabilities:

��

��

��

��

��

Noninterest-bearing demand, savings, interest-bearing demand, and money market deposits

��

$

16,687,892

�

��

$

16,687,892

�

��

$

���

�

��

$

���

�

��

$

16,687,892

�

Brokered CDs and other time deposits

��

�

1,513,366

�

��

�

1,513,366

�

��

�

���

�

��

�

1,513,366

�

��

�

���

�

Short-term funding

��

�

1,430,180

�

��

�

1,430,180

�

��

�

���

�

��

�

1,430,180

�

��

�

���

�

Long-term funding

��

�

2,931,547

�

��

�

2,922,749

�

��

�

���

�

��

�

2,922,749

�

��

�

���

�

Accrued interest payable

��

�

1,543

�

��

�

1,543

�

��

�

1,543

�

��

�

���

�

��

�

���

�

Interest rate-related instruments

��

�

34,071

�

��

�

34,071

�

��

�

���

�

��

�

34,071

�

��

�

���

�

Foreign currency exchange forwards

��

�

1,932

�

��

�

1,932

�

��

�

���

�

��

�

1,932

�

��

�

���

�

Standby letters of credit (1)

��

�

3,526

�

��

�

3,526

�

��

�

���

�

��

�

3,526

�

��

�

���

�

Forward commitments to sell residential mortgage loans

��

�

623

�

��

�

623

�

��

�

���

�

��

�

���

�

��

�

623

�

Written options (time deposit)

��

�

6,943

�

��

�

6,943

�

��

�

���

�

��

�

6,943

�

��

�

���

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

�

45

---

Table of Contents

�

��

December�31, 2013

�

�

��

Carrying Amount

�

��

Fair Value

�

��

Fair Value Measurements Using

�

��

��

��

Level 1

�

��

Level 2

�

��

Level 3

�

�

��

($ in Thousands)

�

Financial assets:

��

��

��

��

��

Cash and due from banks

��

$

455,482

�

��

$

455,482

�

��

$

455,482

�

��

$

���

�

��

$

���

�

Interest-bearing deposits in other financial institutions

��

�

126,018

�

��

�

126,018

�

��

�

126,018

�

��

�

���

�

��

�

���

�

Federal funds sold and securities purchased under agreements to resell

��

�

20,745

�

��

�

20,745

�

��

�

20,745

�

��

�

���

�

��

�

���

�

Investment securities held to maturity

��

�

175,210

�

��

�

169,889

�

��

�

���

�

��

�

169,889

�

��

�

���

�

Investment securities available for sale

��

�

5,250,585

�

��

�

5,250,585

�

��

�

4,240

�

��

�

5,246,046

�

��

�

299

�

FHLB and Federal Reserve Bank stocks

��

�

181,249

�

��

�

181,249

�

��

�

���

�

��

�

181,249

�

��

�

���

�

Loans held for sale

��

�

64,738

�

��

�

64,738

�

��

�

���

�

��

�

64,738

�

��

�

���

�

Loans, net

��

�

15,627,946

�

��

�

15,599,094

�

��

�

���

�

��

�

���

�

��

�

15,599,094

�

Bank owned life insurance

��

�

568,413

�

��

�

568,413

�

��

�

���

�

��

�

568,413

�

��

�

���

�

Accrued interest receivable

��

�

66,308

�

��

�

66,308

�

��

�

66,308

�

��

�

���

�

��

�

���

�

Interest rate-related instruments

��

�

42,980

�

��

�

42,980

�

��

�

���

�

��

�

42,980

�

��

�

���

�

Foreign currency exchange forwards

��

�

748

�

��

�

748

�

��

�

���

�

��

�

748

�

��

�

���

�

Interest rate lock commitments to originate residential mortgage loans held for sale

��

�

416

�

��

�

416

�

��

�

���

�

��

�

���

�

��

�

416

�

Forward commitments to sell residential mortgage loans

��

�

1,301

�

��

�

1,301

�

��

�

���

�

��

�

���

�

��

�

1,301

�

Purchased options (time deposit)

��

�

7,328

�

��

�

7,328

�

��

�

���

�

��

�

7,328

�

��

�

���

�

Financial liabilities:

��

��

��

��

��

Noninterest-bearing demand, savings, interest-bearing demand, and money market deposits

��

$

15,581,971

�

��

$

15,581,971

�

��

$

���

�

��

$

���

�

��

$

15,581,971

�

Brokered CDs and other time deposits

��

�

1,685,196

�

��

�

1,687,198

�

��

�

���

�

��

�

1,687,198

�

��

�

���

�

Short-term funding

��

�

740,926

�

��

�

740,926

�

��

�

���

�

��

�

740,926

�

��

�

���

�

Long-term funding

��

�

3,087,267

�

��

�

3,085,893

�

��

�

���

�

��

�

3,085,893

�

��

�

���

�

Accrued interest payable

��

�

7,994

�

��

�

7,994

�

��

�

7,994

�

��

�

���

�

��

�

���

�

Interest rate-related instruments

��

�

45,815

�

��

�

45,815

�

��

�

���

�

��

�

45,815

�

��

�

���

�

Foreign currency exchange forwards

��

�

655

�

��

�

655

�

��

�

���

�

��

�

655

�

��

�

���

�

Standby letters of credit (1)

��

�

3,754

�

��

�

3,754

�

��

�

���

�

��

�

3,754

�

��

�

���

�

Written options (time deposit)

��

�

7,328

�

��

�

7,328

�

��

�

���

�

��

�

7,328

�

��

�

���

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

�

(1)	The commitment on standby letters of credit was $352 million and $371 million at September�30, 2014 and December�31, 2013, respectively. See Note 12 for additional information on the standby letters of credit and for information on the fair value of lending-related commitments.

Cash and due from banks, interest-bearing deposits in other financial institutions, federal funds sold and securities purchased under agreements to resell, and accrued interest receivable - For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Investment securities (held to maturity and available for sale) - The fair value of investment securities is based on quoted prices in active markets, or if quoted prices are not available for a specific security, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows.

FHLB and Federal Reserve Bank stocks � The carrying amount is a reasonable fair value estimate for the Federal Reserve Bank and Federal Home Loan Bank stocks given their �restricted� nature (i.e., the stock can only be sold back to the respective institutions (Federal Home Loan Bank or Federal Reserve Bank) or another member institution at par).

Loans held for sale � The fair value estimation process for the loans held for sale portfolio is segregated by loan type. The estimated fair value was based on what secondary markets are currently offering for portfolios with similar characteristics.

�

46

---

Table of Contents

Loans, net - The fair value estimation process for the loan portfolio uses an exit price concept and reflects discounts the Corporation believes are consistent with liquidity discounts in the market place. Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial and industrial, real estate construction, commercial real estate (owner occupied and investor), lease financing, residential mortgage, home equity, other installment, and credit cards. The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for similar maturities. The fair value analysis also included other assumptions to estimate fair value, intended to approximate those a market participant would use in an orderly transaction, with adjustments for discount rates, interest rates, liquidity, and credit spreads, as appropriate.

Bank owned life insurance � The fair value of bank owned life insurance approximates the carrying amount, because upon liquidation of these investments, the Corporation would receive the cash surrender value which equals the carrying amount.

Deposits - The fair value of deposits with no stated maturity such as noninterest-bearing demand deposits, savings, interest-bearing demand deposits, and money market accounts, is equal to the amount payable on demand as of the balance sheet date. The fair value of Brokered CDs and other time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities. However, if the estimated fair value of Brokered CDs and other time deposits is less than the carrying value, the carrying value is reported as the fair value.

Accrued interest payable and short-term funding - For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Long-term funding - Rates currently available to the Corporation for debt with similar terms and remaining maturities are used to estimate the fair value of existing long-term funding.

Interest rate-related instruments - The fair value of interest rate-related instruments is determined using discounted cash flow analysis on the expected cash flows of each derivative. The Corporation also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty�s nonperformance risk in the fair value measurements.

Foreign currency exchange forwards � The fair value of the Corporation�s foreign currency exchange forwards is determined using quoted prices of foreign currency exchange forwards with similar characteristics, with consideration given to the nature of the quote and the relationship of recently evidenced market activity to the fair value estimate.

Standby letters of credit - The fair value of standby letters of credit represent deferred fees arising from the related off-balance sheet financial instruments. These deferred fees approximate the fair value of these instruments and are based on several factors, including the remaining terms of the agreement and the credit standing of the customer.

Interest rate lock commitments to originate residential mortgage loans held for sale - The Corporation relies on an internal valuation model to estimate the fair value of its interest rate lock commitments to originate residential mortgage loans held for sale, which includes grouping the interest rate lock commitments by interest rate and terms, applying an estimated pull-through rate based on historical experience, and then multiplying by quoted investor prices determined to be reasonably applicable to the loan commitment groups based on interest rate, terms, and rate lock expiration dates of the loan commitment groups.

Forward commitments to sell residential mortgage loans - The Corporation relies on an internal valuation model to estimate the fair value of its forward commitments to sell residential mortgage loans (i.e., an estimate of what the Corporation would receive or pay to terminate the forward delivery contract based on market prices for similar financial instruments), which includes matching specific terms and maturities of the forward commitments against applicable investor pricing available.

Purchased and written options - The fair value of the Corporation�s purchased and written options is determined using quoted prices of the underlying stocks.

Limitations - Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Corporation�s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Corporation�s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current

�

47

---

Table of Contents

economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

NOTE 14: Retirement Plans

The Corporation has a noncontributory defined benefit retirement plan (the Retirement Account Plan (�RAP�)) covering substantially all full-time employees. The benefits are based primarily on years of service and the employee�s compensation paid. Employees of acquired entities generally participate in the RAP after consummation of the business combinations. Any retirement plans of acquired entities are typically merged into the RAP after completion of the mergers, and credit is usually given to employees for years of service at the acquired institution for vesting and eligibility purposes. In connection with the First Federal acquisition in October 2004, the Corporation assumed the First Federal pension plan (the �First Federal Plan�). The First Federal Plan was frozen on December�31, 2004 and qualified participants in the First Federal Plan became eligible to participate in the RAP as of January�1, 2005. Additional discussion and information on the RAP and the First Federal Plan are collectively referred to below as the �Pension Plan�.

The Corporation also provides healthcare access for eligible retired employees in its Postretirement Plan (the �Postretirement Plan�). Retirees who are at least 55 years of age with 5 years of service are eligible to participate in the Postretirement Plan. The Corporation has no plan assets attributable to the Postretirement Plan. The Corporation reserves the right to terminate or make changes to the Postretirement Plan at any time.

The components of net periodic benefit cost for the Pension and Postretirement Plans for the three and nine months ended September�30, 2014 and 2013, and for the full year 2013 were as follows.

�

�

��

Three�Months�Ended September�30,

�

�

Nine Months Ended September�30,

�

�

Year Ended December�31,

�

�

��

2014

�

�

2013

�

�

2014

�

�

2013

�

�

2013

�

�

��

($ in Thousands)

�

Components of Net Periodic Benefit Cost

��

Pension Plan:

��

�

�

�

�

Service cost

��

$

2,975

�

�

$

2,975

�

�

$

8,925

�

�

$

8,925

�

�

$

12,078

�

Interest cost

��

�

1,790

�

�

�

1,548

�

�

�

5,370

�

�

�

4,643

�

�

�

6,237

�

Expected return on plan assets

��

�

(4,855

)�

�

�

(4,305

)�

�

�

(14,565

)�

�

�

(12,915

)�

�

�

(17,647

)�

Amortization of prior service cost

��

�

15

�

�

�

17

�

�

�

45

�

�

�

52

�

�

�

72

�

Amortization of actuarial loss

��

�

326

�

�

�

1,073

�

�

�

975

�

�

�

3,218

�

�

�

4,344

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total net periodic benefit cost

��

$

251

�

�

$

1,308

�

�

$

750

�

�

$

3,923

�

�

$

5,084

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Postretirement Plan:

��

�

�

�

�

Interest cost

��

$

39

�

�

$

40

�

�

$

116

�

�

$

120

�

�

$

142

�

Amortization of actuarial gain

��

�

(9

)�

�

�

���

�

�

�

(26

)�

�

�

���

�

�

�

���

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total net periodic benefit cost

��

$

30

�

�

$

40

�

�

$

90

�

�

$

120

�

�

$

142

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

The Corporation�s funding policy is to pay at least the minimum amount required by the funding requirements of federal law and regulations, with consideration given to the maximum funding amounts allowed. The Corporation regularly reviews the funding of its Pension Plan. The Corporation made contributions of $21 million and $28 million to its Pension Plan in the first nine months of 2014 and 2013, respectively.

NOTE 15: Segment Reporting

The Corporation utilizes a risk-based internal profitability measurement system to provide strategic business unit reporting. The profitability measurement system is based on internal management methodologies designed to produce consistent results and reflect the underlying economics of the units. Certain strategic business units have been combined for segment information reporting

�

48

---

Table of Contents

purposes where the nature of the products and services, the type of customer and the distribution of those products and services are similar. The three reportable segments are Corporate and Commercial Specialty; Community, Consumer, and Business, and Risk Management and Shared Services, with no segment representing more than half of the assets, liabilities or Tier 1 common equity of the Corporation as a whole.

The financial information of the Corporation�s segments has been compiled utilizing the accounting policies described in the Corporation�s 2013 annual report on Form 10-K with certain exceptions. The more significant of these exceptions are described herein. The Corporation allocates interest income or interest expense using a funds transfer pricing methodology that charges users of funds (assets) interest expense and credits providers of funds (liabilities, primarily deposits) with income based on the maturity, prepayment and / or repricing characteristics of the assets and liabilities. The net effect of this allocation is recorded in the Risk Management and Shared Services segment. A credit provision is allocated to segments based on the expected long-term annual net charge off rates attributable to the credit risk of loans managed by the segment during the period. In contrast, the level of the consolidated provision for credit losses is determined using the methodologies described in the Corporation�s 2013 annual report on Form 10-K to assess the overall appropriateness of the allowance for credit losses. The net effect of the credit provision is recorded in Risk Management and Shared Services. Indirect expenses incurred by certain centralized support areas are allocated to segments based on actual usage (for example, volume measurements) and other criteria. Certain types of administrative expense and bank-wide expense accruals (including amortization of core deposit and other intangible assets associated with acquisitions) are generally not allocated to segments. Income taxes are allocated to segments based on the Corporation�s estimated effective tax rate, with certain segments adjusted for any tax-exempt income or non-deductible expenses. Equity is allocated to the segments based on regulatory capital requirements and in proportion to an assessment of the inherent risks associated with the business of the segment (including interest, credit and operating risk).

The management accounting policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to U.S. generally accepted accounting principles. As a result, reported segments and the financial information of the reported segments are not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in previously reported segment financial data. During 2014, certain organization and methodology changes were made and, accordingly, 2013 results have been restated and presented on a comparable basis.

A description of each business segment is presented below.

Corporate and Commercial Specialty � The Corporate and Commercial Specialty segment serves a wide range of customers including, larger businesses, developers, non-profits, municipalities, and financial institutions. In serving this segment we compete based on an in-depth understanding of our customers� financial needs, the ability to match market competitive solutions to those needs, and the highest standards of relationship and service excellence in the delivery of these services. Delivery of services is provided through our corporate and commercial units, our commercial real estate unit, as well as our specialized industries and commercial financial services units. Within this segment, the following products and services are provided: (1)�lending solutions, such as commercial loans and lines of credit, commercial real estate financing, construction loans, letters of credit, leasing, and asset based lending; for our larger clients we also provide loan syndications; (2)�deposit and cash management solutions such as commercial checking and interest-bearing deposit products, cash vault and night depository services, liquidity solutions, payables and receivables solutions; and information services; and (3)�specialized financial services such as swaps, capital markets, foreign exchange, and international banking solutions.

Community, Consumer, and Business � The Community, Consumer, and Business segment serves individuals, as well as small and mid-size businesses. In serving this segment we compete based on providing a broad range of solutions to meet the needs of our customers in their entire financial lifecycle, convenient access to our services through multiple channels such as branches, phone based services, online and mobile banking, and a relationship based business model which assists our customers in navigating any changes and challenges in their financial circumstances. Delivery of services is provided through our various Consumer Banking, Community Banking, and Private Client units. Within this segment, the following products and services are provided: (1)�lending solutions such as residential mortgages, home equity loans and lines of credit, personal and installment loans, real estate financing, business loans, and business lines of credit; (2)�deposit and transactional solutions such as checking, credit, debit and pre-paid cards, online banking and bill pay, and money transfer services; (3)�investable funds solutions such as savings, money market deposit accounts, IRA accounts, certificates of deposit, fixed and variable annuities, full-service, discount and on-line investment brokerage; as well as trust and investment management accounts; and (4)�insurance, benefits related products and services, and fiduciary services such as administration of pension, profit-sharing and other employee benefit plans, fiduciary and corporate agency services, and institutional asset management.

�

49

---

Table of Contents

Risk Management and Shared Services � The Risk Management and Shared Services segment includes Corporate Risk Management, Credit Administration, Finance, Treasury, Operations and Technology, which are key shared functions. The segment also includes Parent Company activity, intersegment eliminations and residual revenue and expenses, representing the difference between actual amounts incurred and the amounts allocated to operating segments, including interest rate risk residuals (funds transfer pricing mismatches) and credit risk and provision residuals (long term credit charge mismatches). The earning assets within this segment include the Corporation�s investment portfolio and capital includes both allocated as well as any remaining unallocated capital.

Information about the Corporation�s segments is presented below.

�

Segment Income Statement Data

��

�

�

�

�

�

�

�

�

�

�

�

($ in Thousands)

��

Corporate�and Commercial Specialty

�

�

Community,� Consumer,�and Business

�

�

Risk�Management and�Shared�Services

�

�

Consolidated Total

�

Nine Months Ended September 30, 2014

��

�

�

Net interest income

��

$

209,212

�

�

$

236,687

�

�

$

60,407

�

�

$

506,306

�

Noninterest income

��

�

33,711

�

�

�

170,547

�

�

�

16,418

�

�

�

220,676

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total revenue

��

�

242,923

�

�

�

407,234

�

�

�

76,825

�

�

�

726,982

�

Credit provision *

��

�

34,983

�

�

�

18,572

�

�

�

(42,555

)�

�

�

11,000

�

Noninterest expense

��

�

103,383

�

�

�

353,258

�

�

�

50,795

�

�

�

507,436

�

Income before income taxes

��

�

104,557

�

�

�

35,404

�

�

�

68,585

�

�

�

208,546

�

Income tax expense

��

�

35,568

�

�

�

12,391

�

�

�

18,816

�

�

�

66,775

�

Net income

��

$

68,989

�

�

$

23,013

�

�

$

49,769

�

�

$

141,771

�

Return on average allocated capital (ROT1CE) **

��

�

12.5�

%�

�

�

5.4�

%�

�

�

10.5�

%�

�

�

9.8�

%�

Nine Months Ended September 30, 2013

��

�

�

�

Net interest income

��

$

222,705

�

�

$

253,716

�

�

$

1,923

�

�

$

478,344

�

Noninterest income

��

�

32,175

�

�

�

191,236

�

�

�

13,815

�

�

�

237,226

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total revenue

��

�

254,880

�

�

�

444,952

�

�

�

15,738

�

�

�

715,570

�

Credit provision *

��

�

38,161

�

�

�

18,029

�

�

�

(48,390

)�

�

�

7,800

�

Noninterest expense

��

�

93,806

�

�

�

364,609

�

�

�

43,067

�

�

�

501,482

�

Income before income taxes

��

�

122,913

�

�

�

62,314

�

�

�

21,061

�

�

�

206,288

�

Income tax expense

��

�

43,019

�

�

�

21,810

�

�

�

525

�

�

�

65,354

�

Net income

��

$

79,894

�

�

$

40,504

�

�

$

20,536

�

�

$

140,934

�

Return on average allocated capital (ROT1CE) **

��

�

14.7�

%�

�

�

9.4�

%�

�

�

3.9�

%�

�

�

9.8�

%�

Segment Balance Sheet Data

��

�

�

�

�

�

�

�

�

�

�

�

($ in Thousands)

��

Corporate and Commercial Specialty

�

�

Community, Consumer, and Business

�

�

Risk Management and Shared Services

�

�

Consolidated Total

�

Average Balances for YTD 3Q 2014

��

�

�

�

Average earning assets

��

$

8,606,965

�

�

$

7,973,138

�

�

$

5,933,220

�

�

$

22,513,323

�

Average loans

��

�

8,595,980

�

�

�

7,973,138

�

�

�

85,115

�

�

�

16,654,233

�

Average deposits

��

�

4,841,852

�

�

�

10,159,818

�

�

�

2,347,059

�

�

�

17,348,729

�

Average allocated capital (T1CE) **

��

$

736,285

�

�

$

565,588

�

�

$

585,539

�

�

$

1,887,412

�

Average Balances for YTD 3Q 2013

��

�

�

�

Average earning assets

��

$

7,942,744

�

�

$

7,696,572

�

�

$

5,252,541

�

�

$

20,891,857

�

Average loans

��

�

7,933,954

�

�

�

7,696,572

�

�

�

3,927

�

�

�

15,634,453

�

Average deposits

��

�

4,964,426

�

�

�

10,050,400

�

�

�

2,273,966

�

�

�

17,288,792

�

Average allocated capital (T1CE) **

��

$

724,974

�

�

$

575,382

�

�

$

575,654

�

�

$

1,876,010

�

�

50

---

Table of Contents

Segment Income Statement Data

��

�

�

�

�

�

�

�

�

�

�

�

($ in Thousands)

��

Corporate and Commercial Specialty

�

�

Community, Consumer,�and Business

�

�

Risk�Management and�Shared�Services

�

�

Consolidated Total

�

Three Months Ended September�30, 2014

��

�

�

�

Net interest income

��

$

71,716

�

�

$

81,916

�

�

$

18,998

�

�

$

172,630

�

Noninterest income

��

�

11,888

�

�

�

54,601

�

�

�

8,419

�

�

�

74,908

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total revenue

��

�

83,604

�

�

�

136,517

�

�

�

27,417

�

�

�

247,538

�

Credit provision *

��

�

11,074

�

�

�

6,773

�

�

�

(16,847

)�

�

�

1,000

�

Noninterest expense

��

�

35,044

�

�

�

122,722

�

�

�

14,087

�

�

�

171,853

�

Income before income taxes

��

�

37,486

�

�

�

7,022

�

�

�

30,177

�

�

�

74,685

�

Income tax expense

��

�

12,608

�

�

�

2,458

�

�

�

9,412

�

�

�

24,478

�

Net income

��

$

24,878

�

�

$

4,564

�

�

$

20,765

�

�

$

50,207

�

Return on average allocated capital (ROT1CE) **

��

�

13.3�

%�

�

�

3.1�

%�

�

�

14.2�

%�

�

�

10.4�

%�

Three Months Ended September 30, 2013

��

�

�

�

Net interest income

��

$

75,677

�

�

$

85,477

�

�

$

(645

)�

�

$

160,509

�

Noninterest income

��

�

11,142

�

�

�

55,366

�

�

�

4,408

�

�

�

70,916

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total revenue

��

�

86,819

�

�

�

140,843

�

�

�

3,763

�

�

�

231,425

�

Credit provision *

��

�

13,097

�

�

�

6,041

�

�

�

(19,938

)�

�

�

(800

)�

Noninterest expense

��

�

32,094

�

�

�

122,450

�

�

�

10,627

�

�

�

165,171

�

Income before income taxes

��

�

41,628

�

�

�

12,352

�

�

�

13,074

�

�

�

67,054

�

Income tax expense

��

�

14,569

�

�

�

4,324

�

�

�

2,503

�

�

�

21,396

�

Net income

��

$

27,059

�

�

$

8,028

�

�

$

10,571

�

�

$

45,658

�

Return on average allocated capital (ROT1CE) **

��

�

14.8�

%�

�

�

5.6�

%�

�

�

6.2�

%�

�

�

9.3�

%�

Segment Balance Sheet Data

��

�

�

�

�

�

�

�

�

�

�

�

($ in Thousands)

��

Corporate�and Commercial Specialty

�

�

Community, Consumer,�and Business

�

�

Risk Management and Shared Services

�

�

Consolidated Total

�

Average Balances for 3Q 2014

��

�

�

�

Average earning assets

��

$

8,761,870

�

�

$

8,310,839

�

�

$

6,024,008

�

�

$

23,096,717

�

Average loans

��

�

8,750,207

�

�

�

8,310,839

�

�

�

79,915

�

�

�

17,140,961

�

Average deposits

��

�

5,092,314

�

�

�

10,337,637

�

�

�

2,443,427

�

�

�

17,873,378

�

Average allocated capital (T1CE) **

��

$

744,605

�

�

$

583,148

�

�

$

543,493

�

�

$

1,871,246

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Average Balances for 3Q 2013

��

�

�

�

Average earning assets

��

$

8,080,676

�

�

$

7,647,106

�

�

$

5,311,685

�

�

$

21,039,467

�

Average loans

��

�

8,074,076

�

�

�

7,647,106

�

�

�

3,183

�

�

�

15,724,365

�

Average deposits

��

�

5,124,746

�

�

�

10,066,487

�

�

�

2,418,586

�

�

�

17,609,819

�

Average allocated capital (T1CE) **

��

$

726,588

�

�

$

567,073

�

�

$

596,736

�

�

$

1,890,397

�

�

*	The consolidated credit provision is equal to the actual reported provision for credit losses.

**

The Federal Reserve establishes capital adequacy requirements for the Corporation, including Tier 1 capital. Tier 1 capital is comprised of common capital and certain redeemable, non-cumulative preferred stock. Average allocated capital represents average Tier 1 common equity which is defined as average Tier 1 capital excluding qualifying perpetrual preferred stock and qualifying trust preferred securities. This is a non-GAAP financial measure. For segment reporting purposes, the ROT1CE reflects return on average allocated Tier 1 common equity (�T1CE�). The ROT1CE for the Risk Management and Shared Services segment and the Consolidated Total is inclusive of the annualized effect of the preferred stock dividends.

�

51

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Table of Contents

Note 16: Accumulated Other Comprehensive Income (Loss)

The following table summarizes the components of accumulated other comprehensive income (loss) at September�30, 2014 and 2013, changes during the nine and three month periods then ended, and reclassifications out of accumulated other comprehensive income during the nine and three month periods ended September�30, 2014 and 2013, respectively. The amounts reclassified from accumulated other comprehensive income for the investment securities available for sale are included in investment securities gains, net on the consolidated statements of income, while the amounts reclassified from accumulated other comprehensive income for the defined benefit pension and post retirement obligations are a component of personnel expense on the consolidated statements of income.

�

($ in Thousands)

��

Investments Securities Available For Sale

�

�

Defined�Benefit Pension and Post�Retirement Obligations

�

�

Accumulated Other Comprehensive Income (Loss)

�

Balance January�1, 2014

��

$

(11,396

)�

�

$

(12,848

)�

�

$

(24,244

)�

Other comprehensive income before reclassifications

��

�

36,061

�

�

�

���

�

�

�

36,061

�

Amounts reclassified from accumulated other comprehensive income (loss)

��

�

(469

)�

�

�

994

�

�

�

525

�

Income tax expense

��

�

(13,684

)�

�

�

(383

)�

�

�

(14,067

)�

��

�

�

�

�

�

�

�

�

�

�

�

Net other comprehensive income during period

��

�

21,908

�

�

�

611

�

�

�

22,519

�

��

�

�

�

�

�

�

�

�

�

�

�

Balance September�30, 2014

��

$

10,512

�

�

$

(12,237

)�

�

$

(1,725

)�

��

�

�

�

�

�

�

�

�

�

�

�

Balance January�1, 2013

��

$

86,109

�

�

$

(37,506

)�

�

$

48,603

�

Other comprehensive loss before reclassifications

��

�

(142,318

)�

�

�

���

�

�

�

(142,318

)�

Amounts reclassified from accumulated other comprehensive income (loss)

��

�

(582

)�

�

�

3,270

�

�

�

2,688

�

Income tax (expense) benefit

��

�

55,169

�

�

�

(1,262

)�

�

�

53,907

�

��

�

�

�

�

�

�

�

�

�

�

�

Net other comprehensive income (loss) during period

��

�

(87,731

)�

�

�

2,008

�

�

�

(85,723

)�

��

�

�

�

�

�

�

�

�

�

�

�

Balance September�30, 2013

��

$

(1,622

)�

�

$

(35,498

)�

�

$

(37,120

)�

��

�

�

�

�

�

�

�

�

�

�

�

�

��

Investments Securities Available For Sale

�

�

Defined�Benefit Pension and Post�Retirement Obligations

�

�

Accumulated Other Comprehensive Income (Loss)

�

��

�

�

�

�

�

�

�

�

�

�

�

Balance July�1, 2014

��

$

22,935

�

�

$

(12,441

)�

�

$

10,494

�

Other comprehensive loss before reclassifications

��

�

(20,123

)�

�

�

���

�

�

�

(20,123

)�

Amounts reclassified from accumulated other comprehensive income (loss)

��

�

(57

)�

�

�

332

�

�

�

275

�

Income tax (expense) benefit

��

�

7,757

�

�

�

(128

)�

�

�

7,629

�

��

�

�

�

�

�

�

�

�

�

�

�

Net other comprehensive income (loss) during period

��

�

(12,423

)�

�

�

204

�

�

�

(12,219

)�

��

�

�

�

�

�

�

�

�

�

�

�

Balance September�30, 2014

��

$

10,512

�

�

$

(12,237

)�

�

$

(1,725

)�

��

�

�

�

�

�

�

�

�

�

�

�

Balance July�1, 2013

��

$

11,153

�

�

$

(36,168

)�

�

$

(25,015

)�

Other comprehensive loss before reclassifications

��

�

(20,558

)�

�

�

���

�

�

�

(20,558

)�

Amounts reclassified from accumulated other comprehensive income (loss)

��

�

(248

)�

�

�

1,090

�

�

�

842

�

Income tax (expense) benefit

��

�

8,031

�

�

�

(420

)�

�

�

7,611

�

��

�

�

�

�

�

�

�

�

�

�

�

Net other comprehensive income (loss) during period

��

�

(12,775

)�

�

�

670

�

�

�

(12,105

)�

��

�

�

�

�

�

�

�

�

�

�

�

Balance September�30, 2013

��

$

(1,622

)�

�

$

(35,498

)�

�

$

(37,120

)�

��

�

�

�

�

�

�

�

�

�

�

�

�

52

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Table of Contents

ITEM�2. Management�s Discussion and Analysis of Financial Condition and Results of Operations

Special Note Regarding Forward-Looking Statements

This report contains statements that may constitute forward-looking statements within the meaning of the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, such as statements other than historical facts contained or incorporated by reference into this report. These forward-looking statements include statements with respect to the Corporation�s financial condition, results of operations, plans, objectives, future performance and business, including statements preceded by, followed by or that include the words �believes,� �expects,� or �anticipates,� references to estimates or similar expressions. Future filings by the Corporation with the Securities and Exchange Commission, and future statements other than historical facts contained in written material, press releases and oral statements issued by, or on behalf of the Corporation may also constitute forward-looking statements.

All forward-looking statements contained in this report or which may be contained in future statements made for or on behalf of the Corporation are based upon information available at the time the statement is made and the Corporation assumes no obligation to update any forward-looking statements, except as required by federal securities law. Forward-looking statements are subject to significant risks and uncertainties, and the Corporation�s actual results may differ materially from the expected results discussed in such forward-looking statements. Factors that might cause actual results to differ from the results discussed in forward-looking statements include, but are not limited to, the risk factors in Item�1A, Risk Factors, in the Corporation�s Annual Report on Form 10-K for the year ended December�31, 2013, and as may be described from time to time in the Corporation�s subsequent SEC filings.

Overview

The following discussion and analysis is presented to assist in the understanding and evaluation of the Corporation�s financial condition and results of operations. It is intended to complement the unaudited consolidated financial statements, footnotes, and supplemental financial data appearing elsewhere in this Form 10-Q and should be read in conjunction therewith.

Critical Accounting Policies

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Estimates that are particularly susceptible to significant change include the determination of the allowance for credit losses, goodwill impairment assessment, mortgage servicing rights valuation, and income taxes.

The consolidated financial statements of the Corporation are prepared in conformity with U.S. generally accepted accounting principles and follow general practices within the industries in which it operates. This preparation requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, actual results could differ from the estimates, assumptions, and judgments reflected in the financial statements. Certain policies 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 believes the following policies are both important to the portrayal of the Corporation�s financial condition and results of operations and require subjective or complex judgments and, therefore, management considers the following to be critical accounting policies. The critical accounting policies are discussed directly with the Audit Committee of the Corporation�s Board of Directors.

Allowance for Credit Losses: Management�s evaluation process used to determine the appropriateness of the allowance for credit losses (which includes the allowance for loan losses and the allowance for unfunded commitments) is subject to the use of estimates, assumptions, and judgments. The evaluation process combines many factors: management�s ongoing review and grading of the loan portfolio, consideration of historical loan loss and delinquency experience, trends in past due and nonaccrual loans, risk characteristics of the various classifications of loans, concentrations of loans to specific borrowers or industries, existing economic conditions, the fair value of underlying collateral, and other qualitative and quantitative factors which could affect probable credit losses. Because current economic conditions can change and future events are inherently difficult to predict, the anticipated amount of estimated loan losses, and therefore the appropriateness of the allowance for credit losses, could change significantly. As an integral part of their examination process, various regulatory agencies also review the allowance for credit losses. Such agencies may require additions to the allowance for credit losses or may require that certain loan balances be charged off or downgraded into criticized loan categories when their credit evaluations differ from those of management, based on their judgments about information available to them at the

�

53

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Table of Contents

time of their examination. The Corporation believes the level of the allowance for credit losses is appropriate as recorded in the consolidated financial statements. See Note 6, �Loans, Allowance for Credit Losses, and Credit Quality,� of the notes to consolidated financial statements and section �Allowance for Credit Losses.�

Goodwill Impairment Assessment: Goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The impairment testing process is conducted by assigning net assets and goodwill to each reporting unit. An initial qualitative evaluation is made to assess the likelihood of impairment and determine whether further quantitative testing to calculate the fair value is necessary. When the qualitative evaluation indicates that impairment is more likely than not, quantitative testing is required whereby the fair value of each reporting unit is calculated and compared to the recorded book value, �step one�. If the calculated fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired and �step two� is not considered necessary. If the carrying value of a reporting unit exceeds its calculated fair value, the impairment test continues (�step two�) by comparing the carrying value of the reporting unit�s goodwill to the implied fair value of goodwill. The implied fair value is computed by adjusting all assets and liabilities of the reporting unit to current fair value with the offset adjustment to goodwill. The adjusted goodwill balance is the implied fair value of the goodwill. An impairment charge is recognized if the carrying value of goodwill exceeds the implied fair value of goodwill.

The Corporation conducted its annual impairment testing in May 2014, utilizing the qualitative assessment. Factors that management considered in this assessment included macroeconomic conditions, industry and market considerations, overall financial performance of the Corporation and each reporting unit (both current and projected), changes in management strategy, and changes in the composition or carrying amount of net assets. In addition, management considered the increases in both the Corporation�s common stock price and in the overall bank common stock index (based on the NASDAQ bank index), as well as the Corporation�s earnings per common share trend over the past year. Based on these assessments, management concluded that the 2014 annual qualitative impairment assessment indicated that it is more likely than not that the estimated fair value exceeded the carrying value (including goodwill) for each reporting unit. Therefore, a step one quantitative analysis was not required. There were no impairment charges recorded in 2013 or through September�30, 2014. See also Note 7, �Goodwill and Other Intangible Assets�, of the notes to consolidated financial statements.

Mortgage Servicing Rights Valuation: The fair value of the Corporation�s mortgage servicing rights asset is important to the presentation of the consolidated financial statements since the mortgage servicing rights are carried on the consolidated balance sheet at the lower of amortized cost or estimated fair value. Mortgage servicing rights do not trade in an active open market with readily observable prices. As such, like other participants in the mortgage banking business, the Corporation relies on an independent valuation from a third party which uses a discounted cash flow model to estimate the fair value of its mortgage servicing rights. The use of a discounted cash flow model involves judgment, particularly of estimated prepayment speeds of underlying mortgages serviced and the overall level of interest rates. Loan type and note interest rate are the predominant risk characteristics of the underlying loans used to stratify capitalized mortgage servicing rights for purposes of measuring impairment. The Corporation periodically reviews the assumptions underlying the valuation of mortgage servicing rights. While the Corporation believes that the values produced by the discounted cash flow model are indicative of the fair value of its mortgage servicing rights portfolio, these values can change significantly depending upon key factors, such as the then current interest rate environment, estimated prepayment speeds of the underlying mortgages serviced, and other economic conditions. The proceeds that might be received should the Corporation actually consider a sale of some or all of the mortgage servicing rights portfolio could differ from the amounts reported at any point in time.

Mortgage servicing rights are carried at the lower of amortized cost or estimated fair value and are assessed for impairment at each reporting date. Impairment is assessed based on the fair value at each reporting date using estimated prepayment speeds of the underlying mortgage loans serviced and stratifications based on the risk characteristics of the underlying loans (predominantly loan type and note interest rate). As mortgage interest rates fall, prepayment speeds are usually faster and the value of the mortgage servicing rights asset generally decreases, requiring additional valuation reserve. Conversely, as mortgage interest rates rise, prepayment speeds are usually slower and the value of the mortgage servicing rights asset generally increases, requiring less valuation reserve. However, the extent to which interest rates impact the value of the mortgage servicing rights asset depends, in part, on the magnitude of the changes in market interest rates and the differential between the then current market interest rates for mortgage loans and the mortgage interest rates included in the mortgage servicing portfolio. Management recognizes that the volatility in the valuation of the mortgage servicing rights asset will continue. To better understand the sensitivity of the impact of prepayment speeds and refinance rates on the value of the mortgage servicing rights asset at September�30, 2014 (holding all other factors unchanged), if refinance interest rates were to decrease 50 basis points (bp), the estimated value of the mortgage servicing rights asset would have been approximately $10 million (or 14%) lower. Conversely, if refinance interest rates were to increase 50 bp, the estimated value of

�

54

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Table of Contents

the mortgage servicing rights asset would have been approximately $8 million (or 11%) higher. However, the Corporation�s potential recovery recognition due to valuation improvement is limited to the balance of the mortgage servicing rights valuation reserve, which was approximately $1 million at September�30, 2014. The Corporation believes the mortgage servicing rights asset is properly recorded in the consolidated financial statements. See Note 7, �Goodwill and Other Intangible Assets,� and Note 13, �Fair Value Measurements,� of the notes to consolidated financial statements and section �Noninterest Income.�

Income Taxes: The assessment of tax assets and liabilities involves the use of estimates, assumptions, interpretations, and judgment concerning certain accounting pronouncements and federal and state tax laws and regulations. There can be no assurance that future events, such as court decisions or positions of federal and state taxing authorities, will not differ from management�s current assessment, the impact of which could be significant to the consolidated results of operations and reported earnings. Quarterly assessments are performed to determine if valuation allowances are necessary against any portion of the Corporation�s deferred tax assets. Assessing the need for, or sufficiency of, a valuation allowance requires management to evaluate all available evidence, both positive and negative, including the recent trend of quarterly earnings. Positive evidence necessary to overcome the negative evidence includes whether future taxable income in sufficient amounts and character within the carryback and carryforward periods is available under the tax law, including the use of tax planning strategies. When negative evidence (e.g., cumulative losses in recent years, history of operating loss or tax credit carryforwards expiring unused) exists, more positive evidence than negative evidence will be necessary. The Corporation has concluded that based on the level of positive evidence, it is more likely than not that the deferred tax asset will be realized. However, there is no guarantee that the tax benefits associated with the deferred tax assets will be fully realized. The Corporation believes the tax assets and liabilities are properly recorded in the consolidated financial statements. See also Note 9, �Income Taxes,� of the notes to consolidated financial statements and section �Income Taxes.�

Segment Review

As discussed in Note 15, �Segment Reporting,� of the notes to consolidated financial statements, the Corporation�s reportable segments have been determined based upon its internal profitability measurement system, which is organized by strategic business unit. Certain strategic business units have been combined for segment information reporting purposes where the nature of the products and services, the type of customer, and the distribution of those products and services are similar. The reportable segments are Corporate and Commercial Banking, Community and Consumer Banking, and Risk Management and Shared Services.

The financial information of the Corporation�s segments was compiled utilizing the accounting policies described in Note 15, �Segment Reporting,� of the notes to consolidated financial statements. The management accounting policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to U.S. generally accepted accounting principles. As a result, reported segments and the financial information of the reported segments are not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in previously reported segment financial data. During 2014, certain organization and methodology changes were made and, accordingly, 2013 results have been restated and presented on a comparable basis.

Year to Date Segment Review

The Corporate and Commercial Specialty segment consists of lending and deposit solutions to larger businesses, developers, non-profits, municipalities, and financial institutions, and the support to deliver, fund, and manage such banking solutions. The Corporate and Commercial Specialty segment had net income of $69 million for the first nine months of 2014, down $11 million compared to $80 million for the comparable period in 2013. Segment revenue decreased $12 million to $243 million for the first nine months of 2014 compared to $255 million for the first nine months of 2013 primarily due to changes in the long-term funding rates utilized in the funds transfer pricing methodology for allocating interest credits. The credit provision decreased $3 million to $35 million during the first nine months of 2014 due to improvement in the loan credit quality. Average loan balances were $8.6 billion for the first nine months of 2014, up $662 million from the first nine months of 2013, while average deposit balances were $4.8 billion for the first nine months of 2014, down $123 million from the first nine months of 2013. Average allocated capital increased $11 million to $736 million for the first nine months of 2014 reflecting the increase in the segment�s loan balances.

The Community, Consumer, and Business segment consists of lending and deposit solutions to individuals and small to mid-sized businesses and also provides a variety of investment and fiduciary products and services. The Community, Consumer, and Business segment had net income of $23 million for the first nine months of 2014, down $18 million compared to $41 million in the first nine months of 2013. Earnings decreased as segment revenue declined $38 million to $407 million for the first nine months of 2014, primarily due to lower mortgage banking income as refinancing activity has slowed and changes in the long-term funding rates utilized in the funds transfer

�

55

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Table of Contents

pricing methodology for allocating interest credits. The credit provision was level at $18 million for the first nine months of 2014 and 2013. Total noninterest expense decreased $11 million to $353 million for the first nine months of 2014, primarily due to less mortgage banking activity. Average loan balances were $8.0 billion for the first nine months of 2014, up $277 million from the first nine months of 2013. Average deposits were $10.2 billion for the first nine months of 2014, up $109 million from the first nine months of 2013. Average allocated capital decreased $10 million to $566 million for the first nine months of 2014.

The Risk Management and Shared Services segment had net income of $50 million in the first nine months of 2014, up $29 million compared to $21 million for the comparable period in 2013. The increase was due to a $61 million increase in total revenue primarily due to changes in the long-term funding rates utilized in the funds transfer pricing methodology for allocating interest credits to the Corporate and Commercial Specialty and Community, Consumer, and Business segments. Average earning asset balances were $5.9 billion for the first nine months of 2014, up $681 million from an average balance of $5.3 billion for the comparable period in 2013.

Comparable Quarter Segment Review

The Corporate and Commercial Specialty segment had net income of $25 million for the third quarter of 2014, down $2 million compared to $27 million for the comparable quarter in 2013. Segment revenue decreased $3 million to $84 million for the third quarter of 2014 compared to $87 million for the third quarter of 2013 primarily due to changes in the long-term funding rates utilized in the funds transfer pricing methodology for allocating interest credits. The credit provision decreased $2 million to $11 million for the third quarter of 2014 due to improvement in the loan credit quality. Average loan balances were $8.8 billion for the third quarter of 2014, up $676 million compared to the third quarter of 2013, while average deposit balances were $5.1 billion for the third quarter of 2014, down $32 million from the third quarter of 2013. Average allocated capital increased $18 million to $745 million for the third quarter of 2014.

The Community, Consumer, and Business segment had net income of $5 million for the third quarter of 2014, down $3 million compared to $8 million for the third quarter of 2013. Segment revenue decreased $4 million to $137 million for the third quarter of 2014, primarily due to changes in the long-term funding rates utilized in the funds transfer pricing methodology for allocating interest credits. The credit provision increased $1 million to $7 million for the third quarter of 2014. Total noninterest expense was level at $123 million for the third quarter of 2014 and 2013. Average loan balances increased $664 million to $8.3 billion for third quarter of 2014 compared to $7.6 billion for the third quarter of 2013. Average deposits were $10.3 billion for the third quarter of 2014, up $271 million from the third quarter of 2013. Average allocated capital increased $16 million to $583 million for the third quarter of 2014.

The Risk Management and Shared Services segment had net income of $21 million for the third quarter of 2014, up $10 million compared to $11 million for the comparable quarter in 2013. The primary component of the increase was a $24 million increase in total revenue primarily due to changes in the long-term funding rates utilized in the funds transfer pricing methodology for allocating net interest income credits to the Corporate and Commercial Specialty and Community, Consumer, and Business segments. Average earning asset balances were $6.0 billion for the third quarter of 2014, up $712 million from an average balance of $5.3 billion for the comparable quarter in 2013.

Results of Operations � Summary

The Corporation recorded net income of $142 million for the nine months ended September�30, 2014, compared to net income of $141 million for the nine months ended September�30, 2013. Net income available to common equity was $138 million for the nine months ended September�30, 2014, or net income of $0.86 for basic earnings per common share and $0.85 for diluted earnings per common share. Comparatively, net income available to common equity for the nine months ended September�30, 2013, was $137 million, or net income of $0.82 for both basic and diluted earnings per common share. The net interest margin for the nine months ended September�30, 2014 was 3.09% compared to 3.15% for the nine months ended September�30, 2013.

�

56

---

Table of Contents

TABLE 1

Summary Results of Operations: Trends

($ in Thousands, except per share data)

�

�

��

3rd Qtr 2014

�

�

2nd Qtr 2014

�

�

1st Qtr 2014

�

�

4th Qtr 2013

�

�

3rd Qtr 2013

�

Net income (Quarter)

��

$

50,207

�

�

$

46,365

�

�

$

45,199

�

�

$

47,758

�

�

$

45,658

�

Net income (Year-to-date)

��

�

141,771

�

�

�

91,564

�

�

�

45,199

�

�

�

188,692

�

�

�

140,934

�

Net income available to common equity (Quarter)

��

$

48,952

�

�

$

45,087

�

�

$

43,955

�

�

$

46,485

�

�

$

44,373

�

Net income available to common equity (Year-to-date)

��

�

137,994

�

�

�

89,042

�

�

�

43,955

�

�

�

183,534

�

�

�

137,049

�

Earnings per common share � basic (Quarter)

��

$

0.31

�

�

$

0.28

�

�

$

0.27

�

�

$

0.28

�

�

$

0.27

�

Earnings per common share � basic (Year-to-date)

��

�

0.86

�

�

�

0.55

�

�

�

0.27

�

�

�

1.10

�

�

�

0.82

�

Earnings per common share � diluted (Quarter)

��

$

0.31

�

�

$

0.28

�

�

$

0.27

�

�

$

0.28

�

�

$

0.27

�

Earnings per common share � diluted (Year-to-date)

��

�

0.85

�

�

�

0.55

�

�

�

0.27

�

�

�

1.10

�

�

�

0.82

�

Return on average assets (Quarter)

��

�

0.78�

%�

�

�

0.75�

%�

�

�

0.76�

%�

�

�

0.80�

%�

�

�

0.78�

%�

Return on average assets (Year-to-date)

��

�

0.76

�

�

�

0.75

�

�

�

0.76

�

�

�

0.81

�

�

�

0.81

�

Return on average equity (Quarter)

��

�

6.93�

%�

�

�

6.43�

%�

�

�

6.35�

%�

�

�

6.60�

%�

�

�

6.33�

%�

Return on average equity (Year-to-date)

��

�

6.57

�

�

�

6.39

�

�

�

6.35

�

�

�

6.52

�

�

�

6.50

�

Return on average tangible common equity (Quarter)

��

�

10.35�

%�

�

�

9.56�

%�

�

�

9.45�

%�

�

�

9.87�

%�

�

�

9.48�

%�

Return on average tangible common equity (Year-to-date)

��

�

9.79

�

�

�

9.51

�

�

�

9.45

�

�

�

9.73

�

�

�

9.68

�

Return on average Tier 1 common equity (Quarter) (1)

��

�

10.38�

%�

�

�

9.56�

%�

�

�

9.38�

%�

�

�

9.78�

%�

�

�

9.31�

%�

Return on average Tier 1 common equity (Year-to-date) (1)

��

�

9.78

�

�

�

9.47

�

�

�

9.38

�

�

�

9.77

�

�

�

9.77

�

Efficiency ratio (Quarter) (2)

��

�

69.44�

%�

�

�

69.70�

%�

�

�

70.41�

%�

�

�

73.70�

%�

�

�

71.45�

%�

Efficiency ratio (Year-to-date)(2)

��

�

69.85

�

�

�

70.05

�

�

�

70.41

�

�

�

71.04

�

�

�

70.14

�

Efficiency ratio, fully taxable equivalent (Quarter)(2)

��

�

69.04�

%�

�

�

68.23�

%�

�

�

68.86�

%�

�

�

72.59�

%�

�

�

70.10�

%�

Efficiency ratio, fully taxable equivalent (Year-to-date) (2)

��

�

68.71

�

�

�

68.54

�

�

�

68.86

�

�

�

69.56

�

�

�

68.53

�

Net interest margin (Quarter)

��

�

3.06�

%�

�

�

3.08�

%�

�

�

3.12�

%�

�

�

3.23�

%�

�

�

3.13�

%�

Net interest margin (Year-to-date)

��

�

3.09

�

�

�

3.10

�

�

�

3.12

�

�

�

3.17

�

�

�

3.15

�

�

(1)	Return on average Tier 1 common equity = Net income available to common equity divided by average Tier 1 capital excluding qualifying perpetual preferred stock and qualifying trust preferred securities. This is a non-GAAP financial measure.

(2)	See Table 1A for a reconciliation of this non-GAAP measure.

�

57

---

Table of Contents

TABLE 1A

Reconciliation of Non-GAAP Measure

�

�

��

3rd�Qtr 2014

�

�

2nd�Qtr 2014

�

�

1st Qtr 2014

�

�

4th�Qtr 2013

�

�

3rd�Qtr 2013

�

Efficiency ratio (Quarter) (a)

��

�

69.44�

%�

�

�

69.70�

%�

�

�

70.41�

%�

�

�

73.70�

%�

�

�

71.45�

%�

Taxable equivalent adjustment (Quarter)

��

�

(1.36

)�

�

�

(1.32

)�

�

�

(1.35

)�

�

�

(1.49

)�

�

�

(1.50

)�

Asset gains, net (Quarter)

��

�

1.36

�

�

�

0.26

�

�

�

0.22

�

�

�

0.80

�

�

�

0.59

�

Other intangible amortization (Quarter)

��

�

(0.40

)�

�

�

(0.41

)�

�

�

(0.42

)�

�

�

(0.42

)�

�

�

(0.44

)�

Efficiency ratio, fully taxable equivalent (Quarter) (b)

��

�

69.04�

%�

�

�

68.23�

%�

�

�

68.86�

%�

�

�

72.59�

%�

�

�

70.10�

%�

Efficiency ratio (Year-to-date) (a)

��

�

69.85�

%�

�

�

70.05�

%�

�

�

70.41�

%�

�

�

71.04�

%�

�

�

70.14�

%�

Taxable equivalent adjustment (Year-to-date)

��

�

(1.34

)�

�

�

(1.34

)�

�

�

(1.35

)�

�

�

(1.45

)�

�

�

(1.45

)�

Asset gains, net (Year-to-date)

��

�

0.61

�

�

�

0.24

�

�

�

0.22

�

�

�

0.39

�

�

�

0.27

�

Other intangible amortization (Year-to-date)

��

�

(0.41

)�

�

�

(0.41

)�

�

�

(0.42

)�

�

�

(0.42

)�

�

�

(0.43

)�

Efficiency ratio, fully taxable equivalent (Year-to-date) (b)

��

�

68.71�

%�

�

�

68.54�

%�

�

�

68.86�

%�

�

�

69.56�

%�

�

�

68.53�

%�

�

(a)	Efficiency ratio is defined by the Federal Reserve guidance as noninterest expense divided by the sum of net interest income plus noninterest income, excluding investment securities gains / losses, net.

(b)

Efficiency ratio, fully taxable equivalent, is noninterest expense, excluding other intangible amortization, divided by the sum of taxable equivalent net interest income plus noninterest income, excluding investment securities gains / losses, net and asset gains / losses, net. This efficiency ratio is presented on a taxable equivalent basis, which adjusts net interest income for the tax-favored status of certain loans and investment securities. Management believes this measure to be the preferred industry measurement of net interest income as it enhances the comparability of net interest income arising from taxable and tax-exempt sources and it excludes certain specific revenue items (such as investment securities gains / losses, net and asset gains / losses, net).

Net Interest Income and Net Interest Margin

Net interest income on a taxable equivalent basis for the nine months ended September�30, 2014, was $521 million, an increase of $27 million (6%)�versus the first nine months of 2013. The increase in taxable equivalent net interest income was attributable to favorable volume variance (as balance sheet changes in both volume and mix increased taxable equivalent net interest income by $26 million), and favorable rate variances (as the impact of changes in the interest rate environment and product pricing increased taxable equivalent net interest income by $1 million).

The net interest margin for the first nine months of 2014 was 3.09%, 6 bp lower than 3.15% for the same period in 2013. This comparable period decrease was comprised of a 4 bp decrease in interest rate spread (the net of a 15 bp decrease in yield on earning assets and a 11 bp decrease in the cost of interest-bearing liabilities) and a 2 bp lower contribution from net free funds.

The Federal Reserve left interest rates unchanged during 2013 and the first nine months of 2014. The Federal Reserve has affirmed that it is unlikely that the short-term interest rates will increase until 2015.

The yield on earning assets was 3.32% for the first nine months of 2014, 15 bp lower than the comparable period last year. Loan yields were down 20 bp, (to 3.57%), due to the repricing of adjustable rate loans and competitive pricing pressures in a low interest rate environment. The yield on investment securities and other short-term investments increased 6 bp (to 2.62%), and was also impacted by the low interest rate environment and slowing prepayment speeds of mortgage-related securities purchased at a premium.

The rate on interest-bearing liabilities of 0.30% for the first nine months of 2014 was 11 bp lower than the same period in 2013. Rates on interest-bearing deposits were down 5 bp (to 0.19%), reflecting the low interest rate environment and a reduction of higher cost deposit products. The cost of short and long-term funding decreased 57 bp (to 0.62%) with the cost of short-term funding unchanged at 0.15%, while long-term funding decreased 306 bp (to 0.85%) mainly due to favorable rates on FHLB advances.

Average earning assets were $22.5 billion for the first nine months of 2014, an increase of $1.6 billion (8%)�from the comparable period last year. Average loans increased $1.0 billion, including increases in commercial loans (up $904 million) and residential mortgage loans (up $439 million), while retail loans decreased (down $324 million). Average investment securities and other short-term investments increased $602 million, primarily in mortgage-related securities.

�

58

---

Table of Contents

Average interest-bearing liabilities of $17.6 billion for the first nine months of 2014 increased $1.7 billion (11%)�from the comparable period last year. On average, short and long-term funding increased $1.6 billion between the comparable nine month periods, attributable to a $2.2 billion increase in long-term funding partially offset by a $583 million decrease in short-term funding. Average interest-bearing deposits increased $114 million, while noninterest bearing deposits decreased $54 million.

�

59

---

Table of Contents

TABLE 2

Net Interest Income Analysis

($ in Thousands)

�

�

��

Nine�Months�Ended�September�30,�2014

�

�

Nine�Months�Ended�September�30,�2013

�

�

��

Average Balance

�

��

Interest Income/ Expense

�

��

Average Yield/ Rate

�

�

Average Balance

�

��

Interest Income/ Expense

�

��

Average Yield/ Rate

�

Earning assets:

��

��

��

�

��

��

Loans: (1)(2)(3)

��

��

��

�

��

��

Commercial and business lending

��

$

6,419,328

�

��

$

160,189

�

��

�

3.34�

%�

�

$

5,785,024

�

��

$

156,541

�

��

�

3.62�

%�

Commercial real estate lending

��

�

3,965,242

�

��

�

109,681

�

��

�

3.70

�

�

�

3,695,150

�

��

�

109,298

�

��

�

3.95

�

��

�

�

�

��

�

�

�

��

�

�

�

�

��

�

�

�

��

Total commercial

��

�

10,384,570

�

��

�

269,870

�

��

�

3.47

�

�

�

9,480,174

�

��

�

265,839

�

��

�

3.75

�

Residential mortgage

��

�

4,105,892

�

��

�

101,503

�

��

�

3.30

�

�

�

3,666,556

�

��

�

91,074

�

��

�

3.31

�

Retail

��

�

2,163,771

�

��

�

73,538

�

��

�

4.54

�

�

�

2,487,723

�

��

�

84,487

�

��

�

4.54

�

��

�

�

�

��

�

�

�

��

�

�

�

�

��

�

�

�

��

Total loans

��

�

16,654,233

�

��

�

444,911

�

��

�

3.57

�

�

�

15,634,453

�

��

�

441,400

�

��

�

3.77

�

Investment securities(1)

��

�

5,559,398

�

��

�

110,273

�

��

�

2.64

�

�

�

4,930,195

�

��

�

97,340

�

��

�

2.63

�

Other short-term investments

��

�

299,692

�

��

�

4,814

�

��

�

2.14

�

�

�

327,209

�

��

�

3,740

�

��

�

1.53

�

��

�

�

�

��

�

�

�

��

�

�

�

�

��

�

�

�

��

Investments and other

��

�

5,859,090

�

��

�

115,087

�

��

�

2.62

�

�

�

5,257,404

�

��

�

101,080

�

��

�

2.56

�

��

�

�

�

��

�

�

�

��

�

�

�

�

��

�

�

�

��

Total earning assets

��

�

22,513,323

�

��

�

559,998

�

��

�

3.32

�

�

�

20,891,857

�

��

�

542,480

�

��

�

3.47

�

Other assets, net

��

�

2,339,067

�

��

��

�

�

2,328,652

�

��

��

��

�

�

�

��

��

�

�

�

�

��

��

Total assets

��

$

24,852,390

�

��

��

�

$

23,220,509

�

��

��

��

�

�

�

��

��

�

�

�

�

��

��

Interest-bearing liabilities:

��

��

��

�

��

��

Interest-bearing deposits:

��

��

��

�

��

��

Savings deposits

��

$

1,244,483

�

��

$

715

�

��

�

0.08�

%�

�

$

1,185,059

�

��

$

693

�

��

�

0.08�

%�

Interest-bearing demand deposits

��

�

2,930,236

�

��

�

2,903

�

��

�

0.13

�

�

�

2,819,585

�

��

�

3,470

�

��

�

0.16

�

Money market deposits

��

�

7,413,513

�

��

�

8,906

�

��

�

0.16

�

�

�

7,178,857

�

��

�

10,304

�

��

�

0.19

�

Time deposits

��

�

1,600,472

�

��

�

6,451

�

��

�

0.54

�

�

�

1,891,026

�

��

�

9,460

�

��

�

0.67

�

��

�

�

�

��

�

�

�

��

�

�

�

�

��

�

�

�

��

Total interest-bearing deposits

��

�

13,188,704

�

��

�

18,975

�

��

�

0.19

�

�

�

13,074,527

�

��

�

23,927

�

��

�

0.24

�

Federal funds purchased and securities sold under agreements to repurchase

��

�

860,732

�

��

�

1,001

�

��

�

0.16

�

�

�

696,343

�

��

�

1,051

�

��

�

0.20

�

Other short-term funding

��

�

610,055

�

��

�

629

�

��

�

0.14

�

�

�

1,357,230

�

��

�

1,291

�

��

�

0.13

�

��

�

�

�

��

�

�

�

��

�

�

�

�

��

�

�

�

��

Total short-term funding

��

�

1,470,787

�

��

�

1,630

�

��

�

0.15

�

�

�

2,053,573

�

��

�

2,342

�

��

�

0.15

�

Long-term funding

��

�

2,955,797

�

��

�

18,836

�

��

�

0.85

�

�

�

779,079

�

��

�

22,833

�

��

�

3.91

�

��

�

�

�

��

�

�

�

��

�

�

�

�

��

�

�

�

��

Total short and long-term funding

��

�

4,426,584

�

��

�

20,466

�

��

�

0.62

�

�

�

2,832,652

�

��

�

25,175

�

��

�

1.19

�

��

�

�

�

��

�

�

�

��

�

�

�

�

��

�

�

�

��

Total interest-bearing liabilities

��

�

17,615,288

�

��

�

39,441

�

��

�

0.30

�

�

�

15,907,179

�

��

�

49,102

�

��

�

0.41

�

��

��

�

�

�

��

�

��

�

�

�

��

Noninterest-bearing demand deposits

��

�

4,160,025

�

��

��

�

�

4,214,265

�

��

��

Other liabilities

��

�

191,802

�

��

��

�

�

200,123

�

��

��

Stockholders� equity

��

�

2,885,275

�

��

��

�

�

2,898,942

�

��

��

��

�

�

�

��

��

�

�

�

�

��

��

Total liabilities and equity

��

$

24,852,390

�

��

��

�

$

23,220,509

�

��

��

��

�

�

�

��

��

�

�

�

�

��

��

Interest rate spread

��

��

��

�

3.02�

%�

�

��

��

�

3.06�

%�

Net free funds

��

��

��

�

0.07

�

�

��

��

�

0.09

�

��

��

��

�

�

�

�

��

��

�

�

�

Net interest income, taxable

��

��

��

�

��

��

equivalent, and net interest margin

��

��

$

520,557

�

��

�

3.09�

%�

�

��

$

493,378

�

��

�

3.15�

%�

��

��

�

�

�

��

�

�

�

�

��

�

�

�

��

�

�

�

Taxable equivalent adjustment

��

��

�

14,251

�

��

�

��

�

15,034

�

��

��

��

�

�

�

��

�

��

�

�

�

��

Net interest income

��

��

$

506,306

�

��

�

��

$

478,344

�

��

��

��

�

�

�

��

�

��

�

�

�

��

�

(1)	The yield on tax exempt loans and securities is computed on a taxable equivalent basis using a tax rate of 35% for all periods presented and is net of the effects of certain disallowed interest deductions.

(2)	Nonaccrual loans and loans held for sale have been included in the average balances.

(3)	Interest income includes net loan fees.

�

60

---

Table of Contents

TABLE 2

Net Interest Income Analysis

($ in Thousands)

�

�

��

Three�Months�Ended�September�30,�2014

�

�

Three�Months�Ended�September�30,�2013

�

�

��

Average Balance

�

��

Interest Income/ Expense

�

��

Average Yield/ Rate

�

�

Average Balance

�

��

Interest Income/ Expense

�

��

Average Yield/ Rate

�

Earning assets:

��

��

��

�

��

��

Loans: (1)(2)(3)

��

��

��

�

��

��

Commercial and business lending

��

$

6,652,227

�

��

$

54,990

�

��

�

3.28�

%�

�

$

5,876,745

�

��

$

52,215

�

��

�

3.53�

%�

Commercial real estate lending

��

�

4,019,286

�

��

�

37,780

�

��

�

3.73

�

�

�

3,768,895

�

��

�

37,630

�

��

�

3.96

�

��

�

�

�

��

�

�

�

��

�

�

�

�

��

�

�

�

��

Total commercial

��

�

10,671,513

�

��

�

92,770

�

��

�

3.45

�

�

�

9,645,640

�

��

�

89,845

�

��

�

3.70

�

Residential mortgage

��

�

4,309,121

�

��

�

35,264

�

��

�

3.27

�

�

�

3,714,459

�

��

�

30,479

�

��

�

3.28

�

Retail

��

�

2,160,327

�

��

�

24,968

�

��

�

4.60

�

�

�

2,364,266

�

��

�

26,816

�

��

�

4.51

�

��

�

�

�

��

�

�

�

��

�

�

�

�

��

�

�

�

��

Total loans

��

�

17,140,961

�

��

�

153,002

�

��

�

3.55

�

�

�

15,724,365

�

��

�

147,140

�

��

�

3.72

�

Investment securities(1)

��

�

5,619,982

�

��

�

36,486

�

��

�

2.60

�

�

�

4,980,228

�

��

�

32,282

�

��

�

2.59

�

Other short-term investments

��

�

335,774

�

��

�

1,503

�

��

�

1.79

�

�

�

334,874

�

��

�

1,260

�

��

�

1.51

�

��

�

�

�

��

�

�

�

��

�

�

�

�

��

�

�

�

��

Investments and other

��

�

5,955,756

�

��

�

37,989

�

��

�

2.55

�

�

�

5,315,102

�

��

�

33,542

�

��

�

2.52

�

��

�

�

�

��

�

�

�

��

�

�

�

�

��

�

�

�

��

Total earning assets

��

�

23,096,717

�

��

�

190,991

�

��

�

3.29

�

�

�

21,039,467

�

��

�

180,682

�

��

�

3.42

�

Other assets, net

��

�

2,375,335

�

��

��

�

�

2,274,110

�

��

��

��

�

�

�

��

��

�

�

�

�

��

��

Total assets

��

$

25,472,052

�

��

��

�

$

23,313,577

�

��

��

��

�

�

�

��

��

�

�

�

�

��

��

Interest-bearing liabilities:

��

��

��

�

��

��

Interest-bearing deposits:

��

��

��

�

��

��

Savings deposits

��

$

1,269,994

�

��

$

254

�

��

�

0.08�

%�

�

$

1,204,743

�

��

$

249

�

��

�

0.08�

%�

Interest-bearing demand deposits

��

�

3,096,712

�

��

�

1,111

�

��

�

0.14

�

�

�

2,810,962

�

��

�

1,101

�

��

�

0.16

�

Money market deposits

��

�

7,721,167

�

��

�

3,153

�

��

�

0.16

�

�

�

7,556,050

�

��

�

3,449

�

��

�

0.18

�

Time deposits

��

�

1,545,851

�

��

�

2,103

�

��

�

0.54

�

�

�

1,773,760

�

��

�

2,818

�

��

�

0.63

�

��

�

�

�

��

�

�

�

��

�

�

�

�

��

�

�

�

��

Total interest-bearing deposits

��

�

13,633,724

�

��

�

6,621

�

��

�

0.19

�

�

�

13,345,515

�

��

�

7,617

�

��

�

0.23

�

Federal funds purchased and securities sold under agreements to repurchase

��

�

927,904

�

��

�

390

�

��

�

0.17

�

�

�

633,594

�

��

�

308

�

��

�

0.19

�

Other short-term funding

��

�

665,647

�

��

�

233

�

��

�

0.14

�

�

�

1,417,113

�

��

�

434

�

��

�

0.12

�

��

�

�

�

��

�

�

�

��

�

�

�

�

��

�

�

�

��

Total short-term funding

��

�

1,593,551

�

��

�

623

�

��

�

0.16

�

�

�

2,050,707

�

��

�

742

�

��

�

0.14

�

Long-term funding

��

�

2,931,714

�

��

�

6,179

�

��

�

0.84

�

�

�

614,708

�

��

�

6,866

�

��

�

4.47

�

��

�

�

�

��

�

�

�

��

�

�

�

�

��

�

�

�

��

Total short and long-term funding

��

�

4,525,265

�

��

�

6,802

�

��

�

0.60

�

�

�

2,665,415

�

��

�

7,608

�

��

�

1.14

�

��

�

�

�

��

�

�

�

��

�

�

�

�

��

�

�

�

��

Total interest-bearing liabilities

��

�

18,158,989

�

��

�

13,423

�

��

�

0.29

�

�

�

16,010,930

�

��

�

15,225

�

��

�

0.38

�

Noninterest-bearing demand deposits

��

�

4,239,654

�

��

��

�

�

4,264,304

�

��

��

Other liabilities

��

�

197,330

�

��

��

�

�

175,453

�

��

��

Stockholders� equity

��

�

2,876,079

�

��

��

�

�

2,862,890

�

��

��

��

�

�

�

��

��

�

�

�

�

��

��

Total liabilities and equity

��

$

25,472,052

�

��

��

�

$

23,313,577

�

��

��

��

�

�

�

��

��

�

�

�

�

��

��

Interest rate spread

��

��

��

�

3.00�

%�

�

��

��

�

3.04�

%�

Net free funds

��

��

��

�

0.06

�

�

��

��

�

0.09

�

��

��

��

�

�

�

�

��

��

�

�

�

Net interest income, taxable

��

��

��

�

��

��

equivalent, and net interest margin

��

��

$

177,568

�

��

�

3.06�

%�

�

��

$

165,457

�

��

�

3.13�

%�

��

��

�

�

�

��

�

��

�

�

�

��

Taxable equivalent adjustment

��

��

�

4,938

�

��

�

��

�

4,948

�

��

��

��

�

�

�

��

�

��

�

�

�

��

Net interest income

��

��

$

172,630

�

��

�

��

$

160,509

�

��

��

��

�

�

�

��

�

��

�

�

�

��

�

(1)	The yield on tax exempt loans and securities is computed on a taxable equivalent basis using a tax rate of 35% for all periods presented and is net of the effects of certain disallowed interest deductions.

(2)	Nonaccrual loans and loans held for sale have been included in the average balances.

(3)	Interest income includes net loan fees.

�

61

---

Table of Contents

Provision for Credit Losses

The provision for credit losses (which includes the provision for loan losses and the provision for unfunded commitments) for the first nine months of 2014 was $11 million, compared to $8 million for the first nine months of 2013 and $10 million for the full year of 2013. Net charge offs were $11 million for the first nine months of 2014, compared to $34 million for the first nine months of 2013 and $39 million for the full year of 2013. Annualized net charge offs as a percent of average loans for the first nine months of 2014 were 0.08%, compared to 0.29% for the first nine months of 2013 and 0.25% for the full year of 2013. At September�30, 2014, the allowance for credit losses (which includes the allowance for loan losses and the allowance for unfunded commitments) was $291 million, compared to $293 million at September�30, 2013 and $290 million at December�31, 2013. The ratio of the allowance for loan losses to total loans at September�30, 2014, was 1.55%, compared to 1.74% at September�30, 2013 and 1.69% at December�31, 2013. Nonaccrual loans at September�30, 2014 were $184 million, compared to $208 million at September�30, 2013, and $185 million at December�31, 2013. See Tables 7 and 8.

The provision for credit losses is predominantly a function of the Corporation�s reserving methodology and judgments as to other qualitative and quantitative factors used to determine the appropriate level of the allowance for credit losses (which includes the allowance for loan losses and the allowance for unfunded commitments). This reserving methodology focuses on changes in the size and character of the loan portfolio, changes in levels of impaired and other nonaccrual loans, historical losses and delinquencies on each portfolio category, the level of loans sold or transferred to held for sale, the risk inherent in specific loans, concentrations of loans to specific borrowers or industries, existing economic conditions, the fair value of underlying collateral, and other factors which could affect potential credit losses. See additional discussion under sections �Credit Risk,� �Allowance for Credit Losses,� and �Nonaccrual Loans, Potential Problem Loans, and Other Real Estate Owned.�

Noninterest Income

Noninterest income for the first nine months of 2014 was $221 million, down $17 million (7%)�from the first nine months of 2013, primarily due to declines in net mortgage banking income as refinancing activity has drastically slowed.

TABLE 3

Noninterest Income

($ in Thousands)

�

�

��

3rd Qtr 2014

�

��

3rd Qtr 2013

�

��

Dollar Change

�

�

Percent Change

�

�

YTD 2014

�

��

YTD 2013

�

�

Dollar Change

�

�

Percent Change

�

Trust service fees

��

$

12,218

�

��

$

11,380

�

��

$

838

�

�

�

7.4�

%�

�

$

35,946

�

��

$

33,695

�

�

$

2,251

�

�

�

6.7�

%�

Service charges on deposit accounts

��

�

17,961

�

��

�

18,407

�

��

�

(446

)�

�

�

(2.4

)�

�

�

51,773

�

��

�

52,679

�

�

�

(906

)�

�

�

(1.7

)�

Card-based and other nondeposit fees

��

�

12,407

�

��

�

12,688

�

��

�

(281

)�

�

�

(2.2

)�

�

�

37,493

�

��

�

37,229

�

�

�

264

�

�

�

0.7

�

Insurance commissions

��

�

7,860

�

��

�

11,356

�

��

�

(3,496

)�

�

�

(30.8

)�

�

�

33,828

�

��

�

32,750

�

�

�

1,078

�

�

�

3.3

�

Brokerage and annuity commissions

��

�

4,040

�

��

�

3,792

�

��

�

248

�

�

�

6.5

�

�

�

12,593

�

��

�

10,996

�

�

�

1,597

�

�

�

14.5

�

��

�

�

�

��

�

�

�

��

�

�

�

�

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

�

�

�

�

Core fee-based revenue

��

�

54,486

�

��

�

57,623

�

��

�

(3,137

)�

�

�

(5.4

)�

�

�

171,633

�

��

�

167,349

�

�

�

4,284

�

�

�

2.6

�

Mortgage banking income

��

�

9,140

�

��

�

6,015

�

��

�

3,125

�

�

�

52.0

�

�

�

26,527

�

��

�

38,952

�

�

�

(12,425

)�

�

�

(31.9

)�

Mortgage servicing rights expense

��

�

2,471

�

��

�

2,473

�

��

�

(2

)�

�

�

(0.1

)�

�

�

8,135

�

��

�

(1,618

)�

�

�

9,753

�

�

�

N/M

��

��

�

�

�

��

�

�

�

��

�

�

�

�

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

�

�

�

�

Mortgage banking, net

��

�

6,669

�

��

�

3,542

�

��

�

3,127

�

�

�

88.3

�

�

�

18,392

�

��

�

40,570

�

�

�

(22,178

)�

�

�

(54.7

)�

Capital market fees, net

��

�

2,939

�

��

�

2,652

�

��

�

287

�

�

�

10.8

�

�

�

7,360

�

��

�

10,309

�

�

�

(2,949

)�

�

�

(28.6

)�

Bank owned life insurance (�BOLI�) income

��

�

3,506

�

��

�

2,817

�

��

�

689

�

�

�

24.5

�

�

�

10,837

�

��

�

9,068

�

�

�

1,769

�

�

�

19.5

�

Other

��

�

2,317

�

��

�

2,100

�

��

�

217

�

�

�

10.3

�

�

�

5,424

�

��

�

6,622

�

�

�

(1,198

)�

�

�

(18.1

)�

��

�

�

�

��

�

�

�

��

�

�

�

�

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

�

�

�

�

Subtotal

��

�

69,917

�

��

�

68,734

�

��

�

1,183

�

�

�

1.7

�

�

�

213,646

�

��

�

233,918

�

�

�

(20,272

)�

�

�

(8.7

)�

Asset gains, net

��

�

4,934

�

��

�

1,934

�

��

�

3,000

�

�

�

155.1

�

�

�

6,561

�

��

�

2,726

�

�

�

3,835

�

�

�

140.7

�

Investment securities gains, net

��

�

57

�

��

�

248

�

��

�

(191

)�

�

�

(77.0

)�

�

�

469

�

��

�

582

�

�

�

(113

)�

�

�

(19.4

)�

��

�

�

�

��

�

�

�

��

�

�

�

�

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

�

�

�

�

Total noninterest income

��

$

74,908

�

��

$

70,916

�

��

$

3,992

�

�

�

5.6�

%�

�

$

220,676

�

��

$

237,226

�

�

$

(16,550

)�

�

�

(7.0

)%�

��

�

�

�

��

�

�

�

��

�

�

�

�

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

�

�

�

�

N/M � Not meaningful.

��

��

��

�

�

��

�

�

Core fee-based revenue was $172 million, an increase of $4 million (3%)�versus the first nine months of 2013. Trust service fees were $36 million for the first nine months of 2014, up $2 million (7%)�from the first nine months of 2013. The market value of assets under management at September�30, 2014 and 2013 was $7.7 billion and $7.1 billion, respectively. Insurance commissions were $34 million, up $1 million (3%)�from the first nine months of 2013. The increase in insurance commissions was primarily due to a $2 million increase in employee benefit commissions from new business activity, partially offset by a $1 million increase to the reserve

�

62

---

Table of Contents

for legacy insurance products provided by third parties (a $4 million reserve was established in 2014 for remediation on legacy debt protection products, compared to a $3 million reserve established in 2013 related to third party insurance products sold in prior years). Brokerage and annuity commissions were up $2 million (15%)�between the comparable nine month periods of 2014 and 2013, primarily in brokerage commissions due to an increased focus on Investment Advisory accounts. All remaining core-fee based revenue categories on a combined basis were relatively unchanged.

Net mortgage banking income was $18 million for the first nine months of 2014 and $41 million for the first nine months of 2013. Net mortgage banking consists of gross mortgage banking income less mortgage servicing rights expense. Gross mortgage banking income includes servicing fees, the gain or loss on sales of mortgage loans to the secondary market, changes to the mortgage loan repurchase reserve, and the fair value adjustments on the mortgage derivatives. Gross mortgage banking income decreased $12 million compared to the first nine months of 2013, due to lower gains on sales (down $27 million), partially offset by an $8 million favorable change in the fair value of the mortgage derivatives, and an $8 million reduction in the mortgage loan repurchase reserve provision. See Note 12 �Commitments, Off-Balance Sheet Arrangements and Contingent Liabilities,� of the notes to consolidated financial statements for additional information concerning the mortgage loan repurchase reserve. Secondary mortgage production was $778 million for the first nine months of 2014 and $2.0 billion for the first nine months of 2013.

Mortgage servicing rights expense includes both the amortization of the mortgage servicing rights asset and changes to the valuation allowance associated with the mortgage servicing rights asset. Mortgage servicing rights expense is affected by the size of the servicing portfolio, as well as the changes in the estimated fair value of the mortgage servicing rights asset. Mortgage servicing rights expense was $10 million higher than the comparable nine-month period in 2013, with a $14 million lower recovery of the valuation reserve, partially offset by a $4 million reduction in amortization due to slower prepayments. Mortgage servicing rights are considered a critical accounting policy given that estimating their fair value involves a discounted cash flow model and assumptions that involve judgment, particularly of estimated prepayment speeds of the underlying mortgages serviced and the overall level of interest rates. See section �Critical Accounting Policies,� as well as Note 7 �Goodwill and Other Intangible Assets,� and Note 13, �Fair Value Measurements,� of the notes to consolidated financial statements for additional disclosure.

Net capital market fees decreased $3 million primarily due to a $2 million reduction in fees on interest rate risk related services provided to our customers due to lower demand and a $2 million lower contribution from favorable changes in the credit risk of interest-rate related derivative instruments, partially offset by a $1 million increase in fee income from foreign currency transactions. Bank owned life insurance income was $11 million, up $2 million from the first nine months of 2013 primarily due to death benefits received during the first nine months of 2014. Other income decreased $1 million from the comparable nine-month period in 2013 primarily due to one-time charges related to some customer reimbursements paid in the second quarter of 2014. Net assets gains of $7 million for the first nine months of 2014 were primarily attributable to gains of $7 million on the sale of real estate, partially offset by losses of $1 million on the sales and other write-downs of other real estate owned. Net asset gains of $3 million for the first nine months of 2013 were primarily attributable to gains of $5 million on the sale of real estate and miscellaneous assets, partially offset by losses of $2 million on the sales and other write-downs of other real estate owned.

Noninterest Expense

Noninterest expense was $507 million for the first nine months of 2014, up $6 million (1%)�from the comparable period in 2013. Personnel expense was down $3 million (1%), while nonpersonnel noninterest expenses were up $9 million (4%)�on a combined basis.

�

63

---

Table of Contents

TABLE 4

Noninterest Expense

($ in Thousands)

�

�

��

3rd Qtr 2014

�

��

3rd Qtr 2013

�

�

Dollar Change

�

�

Percent Change

�

�

YTD 2014

�

��

YTD 2013

�

��

Dollar Change

�

�

Percent Change

�

Personnel expense

��

$

97,650

�

��

$

98,102

�

�

$

(452

)�

�

�

(0.5

)%�

�

$

293,141

�

��

$

295,800

�

��

$

(2,659

)�

�

�

(0.9

)%�

Occupancy

��

�

13,743

�

��

�

14,758

�

�

�

(1,015

)�

�

�

(6.9

)�

�

�

43,088

�

��

�

44,725

�

��

�

(1,637

)�

�

�

(3.7

)�

Equipment

��

�

6,133

�

��

�

6,213

�

�

�

(80

)�

�

�

(1.3

)�

�

�

18,636

�

��

�

18,842

�

��

�

(206

)�

�

�

(1.1

)�

Technology

��

�

13,573

�

��

�

12,323

�

�

�

1,250

�

�

�

10.1

�

�

�

40,891

�

��

�

36,482

�

��

�

4,409

�

�

�

12.1

�

Business development and advertising

��

�

7,467

�

��

�

5,947

�

�

�

1,520

�

�

�

25.6

�

�

�

17,606

�

��

�

15,512

�

��

�

2,094

�

�

�

13.5

�

Other intangible asset amortization

��

�

990

�

��

�

1,010

�

�

�

(20

)�

�

�

(2.0

)�

�

�

2,972

�

��

�

3,032

�

��

�

(60

)�

�

�

(2.0

)�

Loan expense

��

�

3,813

�

��

�

3,157

�

�

�

656

�

�

�

20.8

�

�

�

10,220

�

��

�

9,485

�

��

�

735

�

�

�

7.7

�

Legal and professional fees

��

�

4,604

�

��

�

3,482

�

�

�

1,122

�

�

�

32.2

�

�

�

13,228

�

��

�

14,310

�

��

�

(1,082

)�

�

�

(7.6

)�

Losses other than loans

��

�

677

�

��

�

(600

)�

�

�

1,277

�

�

�

(212.8

)�

�

�

1,602

�

��

�

283

�

��

�

1,319

�

�

�

466.1

�

Foreclosure / OREO expense

��

�

2,083

�

��

�

2,515

�

�

�

(432

)�

�

�

(17.2

)�

�

�

5,554

�

��

�

7,239

�

��

�

(1,685

)�

�

�

(23.3

)�

FDIC expense

��

�

6,859

�

��

�

4,755

�

�

�

2,104

�

�

�

44.2

�

�

�

16,805

�

��

�

14,582

�

��

�

2,223

�

�

�

15.2

�

Other

��

�

14,261

�

��

�

13,509

�

�

�

752

�

�

�

5.6

�

�

�

43,693

�

��

�

41,190

�

��

�

2,503

�

�

�

6.1

�

��

�

�

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

��

�

�

�

��

�

�

�

�

�

�

�

Total noninterest expense

��

$

171,853

�

��

$

165,171

�

�

$

6,682

�

�

�

4.0�

%�

�

$

507,436

�

��

$

501,482

�

��

$

5,954

�

�

�

1.2�

%�

��

�

�

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

��

�

�

�

��

�

�

�

�

�

�

�

Personnel expense (which includes salary-related expenses and fringe benefit expenses) was $293 million for the first nine months of 2014, down $3 million (1%)�from the first nine months of 2013. Average full-time equivalent employees were 4,435 for the first nine months of 2014, down 7% from 4,776 for the first nine months of 2013. Salary-related expenses increased $4 million (2%). This increase was primarily the result of higher compensation and performance based incentives. Fringe benefit expenses were down $7 million (14%)�versus the first nine months of 2013, primarily due to a decrease in health insurance costs.

Nonpersonnel noninterest expenses on a combined basis were $214 million, up $9 million (4%)�from the first nine months of 2013. Technology was up $4 million (12%), as we continue to invest in solutions that will drive operational efficiency. Business development and advertising increased $2 million (14%)�from the first nine months of 2013, primarily related to the timing of the Corporation�s fall marketing campaign. Losses other than loans increased $1 million mainly due to a more favorable than expected resolution of a litigation matter in the third quarter of 2013. Foreclosure/OREO expenses of $6 million decreased $2 million (23%), primarily attributable to a decline in legal and collection expenses related to the improvement in credit quality. FDIC expense of $17 million, was $2 million (15%)�higher than the comparable period in 2013 reflecting growth in risk-weighted assets. All remaining noninterest expense categories on a combined basis were relatively unchanged (up 0.2%) compared to the first nine months of 2013.

Income Taxes

The Corporation recognized income tax expense of $67 million for the first nine months of 2014, compared to income tax expense of $65 million for the comparable period in 2013. The effective tax rate was 32.02% for the first nine months of 2014, compared to an effective tax rate of 31.68% for the first nine months of 2013.

Income tax expense recorded in the consolidated statements of income involves the interpretation and application of certain accounting pronouncements and federal and state tax laws and regulations, and is, therefore, considered a critical accounting policy. The Corporation is subject to examination by various taxing authorities. Examination by taxing authorities may impact the amount of tax expense and / or reserve for uncertain tax positions if their interpretations differ from those of management, based on their judgments about information available to them at the time of their examinations. See Note 9, �Income Taxes,� of the notes to consolidated financial statements and section �Critical Accounting Policies.�

Balance Sheet

At September�30, 2014, total assets were $25.7 billion, up $1.4 billion (6%)�from December�31, 2013. Loans of $17.2 billion at September�30, 2014 were up $1.3 billion (8%)�from December�31, 2013, with increases in commercial loans of $868 million and increases in consumer loans of $395 million. Investment securities were $5.6 billion at September�30, 2014, an increase of $222 million (4%)�from year-end 2013.

�

64

---

Table of Contents

At September�30, 2014, total deposits of $18.2 billion were up $934 million (5%)�from December�31, 2013. Short and long-term funding increased $533 million (14%)�since year-end 2013, including an increase of $689 million in short-term funding (primarily short-term FHLB advances), partially offset by a decrease of $156 million in long-term funding due to the early retirement of $155 million of senior notes in February 2014.

Since September�30, 2013, loans increased $1.6 billion (10%), with commercial loans up $1.1 billion and consumer loans up $461 million. Deposits decreased $137 million (1%)�since September�30, 2013, primarily in noninterest-bearing demand deposit accounts. Short and long-term funding increased $2.1 billion, including a $2.3 billion increase in long-term funding as the Corporation took advantage of favorable interest rates on five year, putable, variable rate FHLB advances, partially offset by a $197 million reduction in short-term funding.

TABLE 5

Period End Loan Composition

($ in Thousands)

�

�

��

September�30, 2014

�

�

June�30, 2014

�

�

March�31, 2014

�

�

December�31, 2013

�

�

September�30, 2013

�

�

��

Amount

�

��

% of Total

�

�

Amount

�

��

% of Total

�

�

Amount

�

��

% of Total

�

�

Amount

�

��

% of Total

�

�

Amount

�

��

% of Total

�

Commercial and industrial

��

$

5,603,899

�

��

�

33�

%�

�

$

5,616,205

�

��

�

33�

%�

�

$

5,222,141

�

��

�

32�

%�

�

$

4,822,680

�

��

�

31�

%�

�

$

4,703,056

�

��

�

30�

%�

Commercial real estate - owner occupied

��

�

1,014,335

�

��

�

6

�

�

�

1,070,463

�

��

�

7

�

�

�

1,098,089

�

��

�

7

�

�

�

1,114,715

�

��

�

7

�

�

�

1,147,352

�

��

�

8

�

Lease financing

��

�

52,600

�

��

�

���

�

�

�

51,873

�

��

�

���

�

�

�

52,500

�

��

�

���

�

�

�

55,483

�

��

�

���

�

�

�

51,727

�

��

�

���

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Commercial and business lending

��

�

6,670,834

�

��

�

39

�

�

�

6,738,541

�

��

�

40

�

�

�

6,372,730

�

��

�

39

�

�

�

5,992,878

�

��

�

38

�

�

�

5,902,135

�

��

�

38

�

Commercial real estate - investor

��

�

3,043,361

�

��

�

17

�

�

�

2,990,732

�

��

�

17

�

�

�

3,001,219

�

��

�

18

�

�

�

2,939,456

�

��

�

18

�

�

�

2,847,152

�

��

�

18

�

Real estate construction

��

�

982,426

�

��

�

6

�

�

�

1,000,421

�

��

�

6

�

�

�

969,617

�

��

�

6

�

�

�

896,248

�

��

�

6

�

�

�

834,744

�

��

�

5

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Commercial real estate lending

��

�

4,025,787

�

��

�

23

�

�

�

3,991,153

�

��

�

23

�

�

�

3,970,836

�

��

�

24

�

�

�

3,835,704

�

��

�

24

�

�

�

3,681,896

�

��

�

23

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Total commercial

��

�

10,696,621

�

��

�

62

�

�

�

10,729,694

�

��

�

63

�

�

�

10,343,566

�

��

�

63

�

�

�

9,828,582

�

��

�

62

�

�

�

9,584,031

�

��

�

61

�

Home equity revolving lines of credit

��

�

880,435

�

��

�

5

�

�

�

866,042

�

��

�

5

�

�

�

856,679

�

��

�

5

�

�

�

874,840

�

��

�

5

�

�

�

875,703

�

��

�

6

�

Home equity loans first liens

��

�

619,774

�

��

�

4

�

�

�

659,598

�

��

�

4

�

�

�

705,835

�

��

�

4

�

�

�

742,120

�

��

�

5

�

�

�

794,912

�

��

�

5

�

Home equity loans junior liens

��

�

176,316

�

��

�

1

�

�

�

187,732

�

��

�

1

�

�

�

199,488

�

��

�

1

�

�

�

208,054

�

��

�

1

�

�

�

220,763

�

��

�

1

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Home equity

��

�

1,676,525

�

��

�

10

�

�

�

1,713,372

�

��

�

10

�

�

�

1,762,002

�

��

�

10

�

�

�

1,825,014

�

��

�

11

�

�

�

1,891,378

�

��

�

12

�

Installment and credit cards

��

�

459,682

�

��

�

3

�

�

�

469,203

�

��

�

3

�

�

�

393,321

�

��

�

3

�

�

�

407,074

�

��

�

3

�

�

�

420,268

�

��

�

3

�

Residential mortgage

��

�

4,326,262

�

��

�

25

�

�

�

4,132,783

�

��

�

24

�

�

�

3,942,555

�

��

�

24

�

�

�

3,835,591

�

��

�

24

�

�

�

3,690,177

�

��

�

24

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Total consumer

��

�

6,462,469

�

��

�

38

�

�

�

6,315,358

�

��

�

37

�

�

�

6,097,878

�

��

�

37

�

�

�

6,067,679

�

��

�

38

�

�

�

6,001,823

�

��

�

39

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Total loans

��

$

17,159,090

�

��

�

100�

%�

�

$

17,045,052

�

��

�

100�

%�

�

$

16,441,444

�

��

�

100�

%�

�

$

15,896,261

�

��

�

100�

%�

�

$

15,585,854

�

��

�

100�

%�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Farmland

��

$

8,428

�

��

�

����

%�

�

$

8,475

�

��

�

����

%�

�

$

8,286

�

��

�

����

%�

�

$

8,591

�

��

�

����

%�

�

$

14,278

�

��

�

1�

%�

Multi-family

��

�

1,030,131

�

��

�

34

�

�

�

951,698

�

��

�

32

�

�

�

965,568

�

��

�

32

�

�

�

951,348

�

��

�

33

�

�

�

896,819

�

��

�

31

�

Non-owner occupied

��

�

2,004,802

�

��

�

66

�

�

�

2,030,559

�

��

�

68

�

�

�

2,027,365

�

��

�

68

�

�

�

1,979,517

�

��

�

67

�

�

�

1,936,055

�

��

�

68

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Commercial real estate - investor

��

$

3,043,361

�

��

�

100�

%�

�

$

2,990,732

�

��

�

100�

%�

�

$

3,001,219

�

��

�

100�

%�

�

$

2,939,456

�

��

�

100�

%�

�

$

2,847,152

�

��

�

100�

%�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

1-4 family construction

��

$

305,719

�

��

�

31�

%�

�

$

293,361

�

��

�

29�

%�

�

$

273,470

�

��

�

28�

%�

�

$

259,031

�

��

�

29�

%�

�

$

248,294

�

��

�

30�

%�

All other construction

��

�

676,708

�

��

�

69

�

�

�

707,060

�

��

�

71

�

�

�

696,147

�

��

�

72

�

�

�

637,217

�

��

�

71

�

�

�

586,450

�

��

�

70

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Real estate construction

��

$

982,427

�

��

�

100�

%�

�

$

1,000,421

�

��

�

100�

%�

�

$

969,617

�

��

�

100�

%�

�

$

896,248

�

��

�

100�

%�

�

$

834,744

�

��

�

100�

%�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

65

---

Table of Contents

Credit Risk

Total loans were $17.2 billion at September�30, 2014, an increase of $1.3 billion or 8% from December�31, 2013. Commercial and business loans were $6.7 billion, up $678 million (11%)�from December�31, 2013, to represent 39% of total loans at September�30, 2014. Commercial real estate totaled $4.0 billion at September�30, 2014 and represented 23% of total loans, an increase of $190 million (5%)�from December�31, 2013. Consumer loans were $6.5 billion, up $395 million (7%)�from December�31, 2013, and represented 38% of total loans at September�30, 2014.

The Corporation has long-term guidelines relative to the proportion of Commercial and Business, Commercial Real Estate, and Consumer loans within the overall loan portfolio, with each targeted to represent 30-40% of the overall loan portfolio. The targeted long-term guidelines were unchanged during 2013 and the first nine months of 2014. Furthermore, certain sub-asset classes within the respective portfolios were further defined and dollar limitations were placed on these sub-portfolios. These guidelines and limits are reviewed quarterly and approved annually by the Enterprise Risk Committee of the Corporation�s Board of Directors. These guidelines and limits are designed to create balance and diversification within the loan portfolios.

The commercial and business lending portfolio, which consists of commercial and business loans and owner occupied commercial real estate loans, was $6.7 billion at September�30, 2014, up $678 million (11%)�since year-end 2013. The commercial and business lending classification primarily includes commercial loans to large corporations, middle market companies and small businesses. At September�30, 2014, the largest industry groups within the commercial and business loan category included the manufacturing sector which represented 8% of total loans and 21% of the total commercial and business loan portfolio. The next largest industry group within the commercial and business loan category was the wholesale trade sector, which represented 4% of total loans and 10% of the total commercial and business loan portfolio at September�30, 2014. The remaining portfolio is spread over a diverse range of industries, none of which exceeds 4% of total loans. The credit risk related to commercial loans is largely influenced by general economic conditions and the resulting impact on a borrower�s operations or on the value of underlying collateral, if any.

The commercial real estate lending portfolio, which consists of investor commercial real estate and construction loans, totaled $4.0 billion at September�30, 2014, up $190 million (5%)�from December�31, 2013. Within the commercial real estate lending portfolio, commercial real estate lending to investors totaled $3.0 billion at September�30, 2014, an increase of $104 million (4%)�from December�31, 2013. Commercial real estate primarily includes commercial-based loans to investors that are secured by commercial income properties or multi-family projects. Commercial real estate loans are typically intermediate to long-term financings. Loans of this type are mainly secured by commercial income properties or multi-family projects. Credit risk is managed in a similar manner to commercial and business loans by employing sound underwriting guidelines, lending primarily to borrowers in local markets and businesses, periodically evaluating the underlying collateral, and formally reviewing the borrower�s financial soundness and relationship on an ongoing basis. Real estate construction loans were $982 million, an increase of $86 million (10%)�compared to December�31, 2013. Loans in this classification are primarily short-term or interim loans that provide financing for the acquisition or development of commercial income properties, multi-family projects or residential development, both single family and condominium. Real estate construction loans are made to developers and project managers who are generally well known to the Corporation, and have prior successful project experience. The credit risk associated with real estate construction loans is generally confined to specific geographic areas but is also influenced by general economic conditions. The Corporation controls the credit risk on these types of loans by making loans in familiar markets to developers, reviewing the merits of individual projects, controlling loan structure, and monitoring project progress and construction advances.

The Corporation�s current lending standards for commercial real estate and real estate construction lending are determined by property type and specifically address many criteria, including: maximum loan amounts, maximum loan-to-value (�LTV�), requirements for pre-leasing and / or presales, minimum borrower equity, and maximum loan to cost. Currently, the maximum standard for LTV is 80%, with lower limits established for certain higher risk types, such as raw land which has a 50% LTV maximum. The Corporation�s LTV guidelines are in compliance with regulatory supervisory limits. In most cases, for real estate construction loans, the loan amounts include interest reserves, which are built into the loans and sized to fund loan payments through construction and lease up and / or sell out.

Consumer loans totaled $6.5 billion at September�30, 2014, up $395 million (7%)�compared to December�31, 2013. Loans in this classification include residential mortgage, home equity, installment loans and credit cards. Residential mortgage loans totaled $4.3 billion at September�30, 2014, up $491 million (13%)�from December�31, 2013. Residential mortgage loans include conventional first lien home mortgages and the Corporation generally limits the maximum loan to 80% of collateral value without credit enhancement (e.g. private mortgage insurance). As part of management�s historical practice of originating and servicing residential mortgage loans, generally the Corporation�s 30-year, fixed-rate residential real estate mortgage loans are sold in the secondary market with servicing

�

66

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Table of Contents

rights retained. The Corporation may retain a portion of its 15-year and under, fixed-rate residential real estate mortgages in its loan portfolio. At September�30, 2014, the residential mortgage portfolio was comprised of $1.4 billion of fixed-rate residential real estate mortgages and $2.9 billion of adjustable-rate residential real estate mortgages.

The Corporation�s underwriting and risk-based pricing guidelines for residential mortgage loans include minimum borrower FICO and maximum LTV of the property securing the loan. Residential mortgage products generally are underwritten using FHLMC and FNMA secondary marketing guidelines.

Home equity totaled $1.7 billion at September�30, 2014, down $148 million (8%)�compared to December�31, 2013, and consists of home equity lines, as well as home equity loans, approximately half of which are first lien positions. Home equity balances declined as customers continued to deleverage and refinance into lower-priced, first lien residential mortgage loans. Loans and lines in a junior position at September�30, 2014 included approximately 34% for which the Corporation also owned or serviced the related first lien loan and approximately 66% where the Corporation did not service the related first lien loan.

The Corporation�s credit risk monitoring guidelines for home equity is based on an ongoing review of loan delinquency status, as well as a semi-annual review of FICO score deterioration and property devaluation. The Corporation does not routinely obtain appraisals on performing loans to update LTV ratios after origination; however, the Corporation monitors the local housing markets by reviewing the various home price indices and incorporates the impact of the changing market conditions in its ongoing credit monitoring process. For second lien home equity loans, the Corporation is unable to track the performance of the first lien loan if it does not own or service the first lien loan. However, the Corporation obtains a refreshed FICO score on a semi-annual basis and monitors this as part of its assessment of the home equity portfolio.

The Corporation�s underwriting and risk-based pricing guidelines for home equity lines and loans consist of a combination of both borrower FICO and the original LTV of the property securing the loan. Currently, for home equity products, the maximum acceptable LTV is 90% for customers with FICO scores exceeding 670. Home equity loans generally have a 20 year term and are fixed rate with principal and interest payments required. As of September�30, 2014, approximately 40% of the home equity loan first liens have a remaining maturity of more than 10 years. Home equity lines are variable rate, interest only lines of credit which do not require the payment of principal during the initial revolving period, after which principal payments are required. Based upon outstanding balances at September�30, 2014, the following table presents the periods when home equity lines of credit revolving periods are scheduled to end.

�

Home Equity Lines of Credit - Revolving Period End Dates	��	$�in�Thousands		�	��	%�to�Total		�
2014 - 2015	��	$	5,558	�	��	�	1	%�
2016 - 2017	��	�	4,187	�	��	�	<1	%�
2018 - 2020	��	�	36,202	�	��	�	4	%�
2021 - 2025	��	�	234,742	�	��	�	27	%�
2026 and later	��	�	599,746	�	��	�	68	%�
	��	�	�	�	��	�	�	�
Total home equity revolving lines of credit	��	$	880,435	�	��	�	100	%�
	��	�	�	�	��	�	�	�

Installment and credit cards totaled $460 million at September�30, 2014 up $53 million (13%)�compared to December�31, 2013, primarily due to the purchase of a participation in the Associated Bank branded credit card portfolio on June�30, 2014. The installment and credit cards consist of student loans, short-term and other personal installment loans and credit cards. The Corporation had $298 million and $330 million of student loans at September�30, 2014 and December�31, 2013, respectively, the majority of which are government guaranteed. Credit risk for non-government guaranteed student, short-term and personal installment loans is generally influenced by general economic conditions, the characteristics of individual borrowers, and the nature of the loan collateral. Risks of loss are generally on smaller average balances per loan spread over many borrowers. Once charged off, there is usually less opportunity for recovery on these smaller retail loans. Credit risk is primarily controlled by reviewing the creditworthiness of the borrowers, monitoring payment histories, and taking appropriate collateral and guarantee positions.

Factors that are important to managing overall credit quality are sound loan underwriting and administration, systematic monitoring of existing loans and commitments, effective loan review on an ongoing basis, early identification of potential problems, and appropriate allowance for credit losses, nonaccrual and charge off policies.

�

67

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Table of Contents

An active credit risk management process is used for commercial loans to further ensure that sound and consistent credit decisions are made. Credit risk is controlled by detailed underwriting procedures, comprehensive loan administration, and periodic review of borrowers� outstanding loans and commitments. Borrower relationships are formally reviewed and graded on an ongoing basis for early identification of potential problems. Further analyses by customer, industry, and geographic location are performed to monitor trends, financial performance, and concentrations.

The loan portfolio is widely diversified by types of borrowers, industry groups, and market areas within our core footprint. Significant loan concentrations are considered to exist when there are amounts loaned to numerous borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. At September�30, 2014, no significant concentrations existed in the Corporation�s portfolio in excess of 10% of total loans.

TABLE 6

Period End Deposit and Customer Funding Composition

($ in Thousands)

�

�

��

September�30, 2014

�

�

June�30, 2014

�

�

March�31, 2014

�

�

December�31, 2013

�

�

September�30, 2013

�

�

��

Amount

�

��

% of Total

�

�

Amount

�

��

% of Total

�

�

Amount

�

��

% of Total

�

�

Amount

�

��

% of Total

�

�

Amount

�

��

% of Total

�

Noninterest-bearing demand

��

$

4,302,454

�

��

�

24�

%�

�

$

4,211,057

�

��

�

24�

%�

�

$

4,478,981

�

��

�

26�

%�

�

$

4,626,312

�

��

�

27�

%�

�

$

4,453,663

�

��

�

24�

%�

Savings

��

�

1,256,567

�

��

�

7

�

�

�

1,275,493

�

��

�

7

�

�

�

1,252,669

�

��

�

7

�

�

�

1,159,512

�

��

�

7

�

�

�

1,195,944

�

��

�

7

�

Interest-bearing demand

��

�

3,637,411

�

��

�

20

�

�

�

2,918,900

�

��

�

17

�

�

�

3,084,457

�

��

�

18

�

�

�

2,889,705

�

��

�

17

�

�

�

2,735,529

�

��

�

15

�

Money market

��

�

7,491,460

�

��

�

41

�

�

�

7,348,650

�

��

�

43

�

�

�

7,069,173

�

��

�

40

�

�

�

6,906,442

�

��

�

40

�

�

�

8,199,281

�

��

�

45

�

Brokered CDs

��

�

9,242

�

��

�

���

��

�

�

44,809

�

��

�

���

��

�

�

51,235

�

��

�

���

��

�

�

50,450

�

��

�

���

��

�

�

56,024

�

��

�

���

��

Other time

��

�

1,504,124

�

��

�

8

�

�

�

1,517,350

�

��

�

9

�

�

�

1,573,412

�

��

�

9

�

�

�

1,634,746

�

��

�

9

�

�

�

1,697,467

�

��

�

9

�

��

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

�

�

�

�

��

�

�

�

Total deposits

��

$

18,201,258

�

��

�

100�

%�

�

$

17,316,259

�

��

�

100�

%�

�

$

17,509,927

�

��

�

100�

%�

�

$

17,267,167

�

��

�

100�

%�

�

$

18,337,908

�

��

�

100�

%�

Customer funding

��

�

493,451

�

��

�

�

489,886

�

��

�

�

548,179

�

��

�

�

419,247

�

��

�

�

515,555

�

��

��

�

�

�

��

�

�

�

�

��

�

�

�

�

��

�

�

�

�

��

�

�

�

�

��

Total deposits and customer funding

��

$

18,694,709

�

��

�

$

17,806,145

�

��

�

$

18,058,106

�

��

�

$

17,686,414

�

��

�

$

18,853,463

�

��

��

�

�

�

��

�

�

�

�

��

�

�

�

�

��

�

�

�

�

��

�

�

�

�

��

Network transaction deposits included above in interest-bearing demand and money market

��

$

2,207,055

�

��

�

$

2,238,923

�

��

�

$

2,141,976

�

��

�

$

1,936,403

�

��

�

$

2,222,810

�

��

Total network transaction deposits and Brokered CDs

��

�

2,216,297

�

��

�

�

2,283,732

�

��

�

�

2,193,211

�

��

�

�

1,986,853

�

��

�

�

2,278,834

�

��

Total deposits and customer funding, excluding Brokered CDs and network transaction deposits

��

$

16,478,412

�

��

�

$

15,522,413

�

��

�

$

15,864,895

�

��

�

$

15,699,561

�

��

�

$

16,574,629

�

��

Allowance for Credit Losses

Credit risks within the loan portfolio are inherently different for each loan type. Credit risk is controlled and monitored through the use of lending standards, a thorough review of potential borrowers, and ongoing review of loan payment performance. Active asset quality administration, including early problem loan identification and timely resolution of problems, aids in the management of credit risk and minimization of loan losses. Credit risk management for each loan type is discussed briefly in the section entitled �Credit Risk.�

The allowance for credit losses is comprised of the allowance for loan losses and the allowance for unfunded commitments. The level of the allowance for loan losses represents management�s estimate of an amount appropriate to provide for probable credit losses in the loan portfolio at the balance sheet date. The allowance for unfunded commitments is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to unfunded credit facilities (including unfunded loan commitments and letters of credit) and is included in accrued expenses and other liabilities on the consolidated balance sheets.

The level of the allowance for credit losses represents management�s estimate of an amount appropriate to provide for probable credit losses in the loan portfolio at the balance sheet date. In general, the change in the allowance for credit losses is a function of a number of factors, including but not limited to changes in the loan portfolio (see Table 5), net charge offs (see Table 7) and nonperforming assets (see Table 8). The Corporation�s process, designed to assess the appropriateness of the allowance for credit losses, focuses on

�

68

---

Table of Contents

an evaluation of facts and issues related to specific loans, management�s ongoing review and grading of the loan portfolio, consideration of historical loan loss and delinquency experience on each portfolio category, trends in past due and nonaccrual loans, the level of potential problem loans, the risk characteristics of the various classifications of loans, changes in the size and character of the loan portfolio, concentrations of loans to specific borrowers or industries, existing economic conditions, the fair value of underlying collateral, and other qualitative and quantitative factors which could affect potential credit losses. While management uses currently available information to recognize losses on loans, future adjustments to the allowance for credit losses may be necessary based on newly received appraisals, updated commercial customer financial statements, rapidly deteriorating customer cash flow, and changes in economic conditions that affect our customers. Management considers the allowance for credit losses a critical accounting policy (see section �Critical Accounting Policies�), as assessing these numerous factors involves significant judgment.

The methodology used for the allowance for loan losses at September�30, 2014 and December�31, 2013 was generally comparable, whereby the Corporation segregated its loss factors (used for both criticized and non-criticized loan categories) into a component primarily based on historical loss rates and a component primarily based on other qualitative factors that may affect loan collectability. Management allocates the allowance for loan losses by pools of risk within each loan portfolio. The allocation methodology consists of the following components: First, a valuation allowance estimate is established for specifically identified commercial and consumer loans determined by the Corporation to be impaired, using discounted cash flows, estimated fair value of underlying collateral, and / or other data available. Second, management allocates the allowance for loan losses with loss factors, for criticized loan pools by loan type as well as for non-criticized loan pools by loan type, primarily based on historical loss rates after considering loan type, historical loss and delinquency experience, and industry statistics. Loans that have been criticized are considered to have a higher risk of default than non-criticized loans, as circumstances were present to support the lower loan grade, warranting higher loss factors. The loss factors applied in the methodology are periodically re-evaluated and adjusted to reflect changes in historical loss levels or other risks. Lastly, management allocates the allowance for loan losses to absorb unrecognized losses that may not be provided for by the other components due to other factors evaluated by management, such as limitations within the credit risk grading process, known current economic or business conditions that may not yet show in trends, industry or other concentrations with current issues that impose higher inherent risks than are reflected in the loss factors, and other relevant considerations. Because each of the criteria used is subject to change, the allocation of the allowance for loan losses is made for analytical purposes and is not necessarily indicative of the trend of future loan losses in any particular category. The total allowance for loan losses is available to absorb losses from any segment of the loan portfolio.

The methodology used for the allowance for unfunded commitments at September�30, 2014 and December�31, 2013 was also generally comparable. Management evaluated the unfunded credit facilities, including an assessment of historical commitment utilization experience and credit risk grading of the loan.

At September�30, 2014, the allowance for credit losses was $291 million compared to $293 million at September�30, 2013, and $290 million at December�31, 2013. At September�30, 2014, the allowance for loan losses to total loans was 1.55% and covered 145% of nonaccrual loans, compared to 1.74% and 131%, respectively, at September�30, 2013, and 1.69% and 145%, respectively, at December�31, 2013. The ratio of net charge offs to average loans on an annualized basis was 0.08%, 0.29%, and 0.25% for the nine months ended September�30, 2014, and 2013, and the full year 2013, respectively. Tables 7 and 8 provide additional information regarding activity in the allowance for loan losses, impaired loans, and nonperforming assets. See Note 6, �Loans, Allowance for Credit Losses, and Credit Quality,� of the notes to consolidated financial statements for additional allowance for credit losses disclosures.

Management believes the level of allowance for credit losses to be appropriate at September�30, 2014 and December�31, 2013.

�

69

---

Table of Contents

TABLE 7

Allowance for Credit Losses

($ in Thousands)

�

�

��

At�and�For�the�Nine�Months�Ended September�30,

�

�

At�and�For�the�Year Ended�December�31,

�

�

��

2014

�

�

2013

�

�

2013

�

Allowance for Loan Losses:

��

�

�

Balance at beginning of period

��

$

268,315

�

�

$

297,409

�

�

$

297,409

�

Provision for loan losses

��

�

8,500

�

�

�

8,000

�

�

�

10,000

�

Charge offs

��

�

(35,318

)�

�

�

(69,320

)�

�

�

(88,061

)�

Recoveries

��

�

24,765

�

�

�

35,635

�

�

�

48,967

�

��

�

�

�

�

�

�

�

�

�

�

�

Net charge offs

��

�

(10,553

)�

�

�

(33,685

)�

�

�

(39,094

)�

��

�

�

�

�

�

�

�

�

�

�

�

Balance at end of period

��

$

266,262

�

�

$

271,724

�

�

$

268,315

�

��

�

�

�

�

�

�

�

�

�

�

�

Allowance for Unfunded Commitments:

��

�

�

Balance at beginning of period

��

$

21,900

�

�

$

21,800

�

�

$

21,800

�

Provision for unfunded commitments

��

�

2,500

�

�

�

(200

)�

�

�

100

�

��

�

�

�

�

�

�

�

�

�

�

�

Balance at end of period

��

$

24,400

�

�

$

21,600

�

�

$

21,900

�

��

�

�

�

�

�

�

�

�

�

�

�

Allowance for credit losses (A)

��

$

290,662

�

�

$

293,324

�

�

$

290,215

�

Provision for credit losses (B)

��

$

11,000

�

�

$

7,800

�

�

$

10,100

�

Net loan charge offs (recoveries):

��

�

(C

)�

�

�

(C

)�

�

�

(C

)�

Commercial and industrial

��

$

1,920

��5

�

$

1,726

��5

�

$

6,281

��14

Commercial real estate - owner occupied

��

�

1,536

��19

�

�

5,168

��59

�

�

6,135

��53

Lease financing

��

�

23

��6

�

�

4

��1

�

�

(12

)��(2)�

��

�

�

�

�

�

�

�

�

�

�

�

Commercial and business lending

��

�

3,479

��7

�

�

6,898

��16

�

�

12,404

��21

Commercial real estate - investor

��

�

(5,335

)��(24)�

�

�

2,748

��13

�

�

2,885

��10

Real estate construction

��

�

1,258

��18

�

�

994

��17

�

�

(2,136

)��(27)�

��

�

�

�

�

�

�

�

�

�

�

�

Commercial real estate lending

��

�

(4,077

)��(14)�

�

�

3,742

��14

�

�

749

��2

��

�

�

�

�

�

�

�

�

�

�

�

Total commercial

��

�

(598

)��(1)�

�

�

10,640

��15

�

�

13,153

��14

Home equity revolving lines of credit

��

�

3,660

��56

�

�

6,894

��102

�

�

7,860

��88

Home equity loans first liens

��

�

972

��19

�

�

2,283

��34

�

�

2,655

��31

Home equity loans junior liens

��

�

2,535

��176

�

�

4,791

��263

�

�

5,902

��250

��

�

�

�

�

�

�

�

�

�

�

�

Home equity

��

�

7,167

��55

�

�

13,968

��91

�

�

16,417

��82

Installment and credit cards

��

�

1,270

��41

�

�

367

��11

�

�

(244

)��(6)�

Residential mortgage

��

�

2,714

��9

�

�

8,710

��32

�

�

9,768

��26

��

�

�

�

�

�

�

�

�

�

�

�

Total consumer

��

�

11,151

��24

�

�

23,045

��50

�

�

25,941

��42

��

�

�

�

�

�

�

�

�

�

�

�

Total net charge offs

��

$

10,553

��8

�

$

33,685

��29

�

�

$39,094

��25

��

�

�

�

�

�

�

�

�

�

�

�

CRE�& Construction Net Charge Off Detail:

��

�

(C

)�

�

�

(C

)�

�

�

(C

)�

Farmland

��

$

�����

���

�

$

366

��318

�

�

$366

��252

Multi-family

��

�

(6,089

)��(83)�

�

�

536

��8

�

�

499

��5

Non-owner occupied

��

�

754

��5

�

�

1,846

��12

�

�

2,020

��10

��

�

�

�

�

�

�

�

�

�

�

�

Commercial real estate - investor

��

$

(5,335

)��(24)�

�

$

2,748

��13

�

�

$2,885

��10

��

�

�

�

�

�

�

�

�

�

�

�

1-4 family construction

��

$

(170

)��(8)�

�

$

(1,112

)��(66)�

�

$

(3,796

)��(163)�

All other construction

��

�

1,428

��29

�

�

2,106

��52

�

�

1,660

��30

��

�

�

�

�

�

�

�

�

�

�

�

Real estate construction

��

$

1,258

��18

�

$

994

��17

�

$

(2,136

)��(27)�

��

�

�

�

�

�

�

�

�

�

�

�

(A) � Includes the allowance for loan losses and the allowance for unfunded commitments.

��

(B) � Includes the provision for loan losses and the provision for unfunded commitments.

��

(C) � Annualized ratio of net charge offs to average loans by loan type in basis points.

��

Ratios:

��

�

�

Allowance for loan losses to total loans

��

�

1.55

%�

�

�

1.74

%�

�

�

1.69

%�

Allowance for loan losses to net charge offs (annualized)

��

�

18.9x

��

�

�

6.0x

��

�

�

6.9x

��

�

70

---

Table of Contents

TABLE 7 (continued)

Allowance for Credit Losses

($ in Thousands)

�

Quarterly Trends:

��

September�30, 2014

�

�

June�30, 2014

�

�

March�31, 2014

�

�

December�31, 2013

�

�

September�30, 2013

�

Allowance for Loan Losses:

��

�

�

�

�

Balance at beginning of period

��

$

271,851

�

�

$

267,916

�

�

$

268,315

�

�

$

271,724

�

�

$

277,218

�

Provision for loan losses

��

�

(3,000

)�

�

�

6,500

�

�

�

5,000

�

�

�

2,000

�

�

�

���

�

Charge offs

��

�

(14,850

)�

�

�

(9,107

)�

�

�

(11,361

)�

�

�

(18,742

)�

�

�

(20,288

)�

Recoveries

��

�

12,261

�

�

�

6,542

�

�

�

5,962

�

�

�

13,333

�

�

�

14,794

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net charge offs

��

�

(2,589

)�

�

�

(2,565

)�

�

�

(5,399

)�

�

�

(5,409

)�

�

�

(5,494

)�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Balance at end of period

��

$

266,262

�

�

$

271,851

�

�

$

267,916

�

�

$

268,315

�

�

$

271,724

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Allowance for Unfunded Commitments:

��

�

�

�

�

Balance at beginning of period

��

$

20,400

�

�

$

21,900

�

�

$

21,900

�

�

$

21,600

�

�

$

22,400

�

Provision for unfunded commitments

��

�

4,000

�

�

�

(1,500

)�

�

�

���

�

�

�

300

�

�

�

(800

)�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Balance at end of period

��

$

24,400

�

�

$

20,400

�

�

$

21,900

�

�

$

21,900

�

�

$

21,600

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Allowance for credit losses (A)

��

$

290,662

�

�

$

292,251

�

�

$

289,816

�

�

$

290,215

�

�

$

293,324

�

Provision for credit losses (B)

��

$

1,000

�

�

$

5,000

�

�

$

5,000

�

�

$

2,300

�

�

$

(800

)�

Net loan charge offs (recoveries):

��

�

(C

)�

�

�

(C

)�

�

�

(C

)�

�

�

(C

)�

�

�

(C

)�

Commercial and industrial

��

$

572

��4

�

$

(1,377

)��(10)�

�

$

2,725

��22

�

$

4,555

��38

�

$

(447

)��(4)�

Commercial real estate - owner occupied

��

�

2,210

��84

�

�

(550

)��(20)�

�

�

(124

)��(5)�

�

�

967

��34

�

�

2,076

��72

Lease financing

��

�

(6

)��(5)�

�

�

29

��22

�

�

���

�����

�

�

(16

)��(12)�

�

�

���

�����

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Commercial and business lending

��

�

2,776

��17

�

�

(1,898

)��(12)�

�

�

2,601

��17

�

�

5,506

��37

�

�

1,629

��11

Commercial real estate - investor

��

�

(4,065

)��(54)�

�

�

(239

)��(3)�

�

�

(1,031

)��(14)�

�

�

137

��2

�

�

(414

)��(6)�

Real estate construction

��

�

350

��14

�

�

795

��33

�

�

113

��5

�

�

(3,130

)��(145)�

�

�

(303

)��(15)�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Commercial real estate lending

��

�

(3,715

)��(37)�

�

�

556

��6

�

�

(918

)��(10)�

�

�

(2,993

)��(32)�

�

�

(717

)��(8)�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total commercial

��

�

(939

)��(3)�

�

�

(1,342

)��(5)�

�

�

1,683

��7

�

�

2,513

��10

�

�

912

��4

Home equity revolving lines of credit

��

�

1,098

��50

�

�

1,380

��64

�

�

1,182

��55

�

�

966

��44

�

�

767

��34

Home equity loans first liens

��

�

118

��7

�

�

448

��26

�

�

406

��23

�

�

372

��19

�

�

564

��27

Home equity loans junior liens

��

�

728

��159

�

�

948

��196

�

�

859

��171

�

�

1,111

��205

�

�

800

��140

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Home equity

��

�

1,944

��45

�

�

2,776

��64

�

�

2,447

��55

�

�

2,449

��52

�

�

2,131

��44

Installment and credit cards

��

�

910

��78

�

�

247

��25

�

�

113

��11

�

�

(611

)��(59)�

�

�

124

��11

Residential mortgage

��

�

674

��6

�

�

884

��9

�

�

1,156

��12

�

�

1,058

��11

�

�

2,327

��25

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total consumer

��

�

3,528

��22

�

�

3,907

��25

�

�

3,716

��25

�

�

2,896

��19

�

�

4,582

��30

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total net charge offs

��

$

2,589

��6

�

$

2,565

��6

�

$

5,399

��14

�

$

5,409

��14

�

$

5,494

��14

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

CRE�& Construction Net Charge Off Detail:

��

�

(C

)�

�

�

(C

)�

�

�

(C

)�

�

�

(C

)�

�

�

(C

)�

Farmland

��

$

���

�����

�

$

���

�����

�

$

���

�����

�

$

���

�����

�

$

���

�����

Multi-family

��

�

(6,022

)��(243)�

�

�

(18

)��(1)�

�

�

(49

)��(2)�

�

�

(37

)��(2)�

�

�

127

��5

Non-owner occupied

��

�

1,957

��38

�

�

(221

)��(4)�

�

�

(982

)��(20)�

�

�

174

��4

�

�

(541

)��(11)�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Commercial real estate - investor

��

$

(4,065

)��(54)�

�

$

(239

)��(3)�

�

$

(1,031

)��(14)�

�

$

137

��2

�

$

(414

)��(6)�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

1-4 family construction

��

$

(53

)��(7)�

�

$

4

��1

�

$

(121

)��(18)�

�

$

(2,684

)��(413)�

�

$

(904

)��(143)�

All other construction

��

�

403

��23

�

�

791

��48

�

�

234

��15

�

�

(446

)��(29)�

�

�

601

��41

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Real estate construction

��

$

350

��14

�

$

795

��33

�

$

113

��5

�

$

(3,130

)��(145)�

�

$

(303

)��(15)�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

(A) � Includes the allowance for loan losses and the allowance for unfunded commitments.

��

(B) � Includes the provision for loan losses and the provision for unfunded commitments.

��

(C) � Annualized ratio of net charge offs to average loans by loan type in basis points.

��

�

71

---

Table of Contents

TABLE 8

Nonperforming Assets

($ in Thousands)

�

�

��

September�30, 2014

�

�

June�30, 2014

�

�

March�31, 2014

�

�

December�31, 2013

�

�

September�30, 2013

�

Nonperforming assets by type:

��

�

�

�

�

Commercial and industrial

��

$

51,143

�

�

$

40,846

�

�

$

38,488

�

�

$

37,719

�

�

$

36,105

�

Commercial real estate - owner occupied

��

�

24,340

�

�

�

31,725

�

�

�

26,735

�

�

�

29,664

�

�

�

28,301

�

Lease financing

��

�

1,947

�

�

�

1,541

�

�

�

172

�

�

�

69

�

�

�

99

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Commercial and business lending

��

�

77,430

�

�

�

74,112

�

�

�

65,395

�

�

�

67,452

�

�

�

64,505

�

Commercial real estate - investor

��

�

25,106

�

�

�

28,135

�

�

�

33,611

�

�

�

37,596

�

�

�

49,841

�

Real estate construction

��

�

8,187

�

�

�

6,988

�

�

�

6,667

�

�

�

6,467

�

�

�

18,670

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Commercial real estate lending

��

�

33,293

�

�

�

35,123

�

�

�

40,278

�

�

�

44,063

�

�

�

68,511

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total commercial

��

�

110,723

�

�

�

109,235

�

�

�

105,673

�

�

�

111,515

�

�

�

133,016

�

Home equity revolving lines of credit

��

�

10,154

�

�

�

10,056

�

�

�

10,356

�

�

�

11,883

�

�

�

11,991

�

Home equity loans first liens

��

�

4,664

�

�

�

4,634

�

�

�

5,341

�

�

�

6,135

�

�

�

6,131

�

Home equity loans junior liens

��

�

6,443

�

�

�

6,183

�

�

�

6,788

�

�

�

7,149

�

�

�

7,321

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Home equity

��

�

21,261

�

�

�

20,873

�

�

�

22,485

�

�

�

25,167

�

�

�

25,443

�

Installment and credit cards

��

�

653

�

�

�

771

�

�

�

915

�

�

�

1,114

�

�

�

1,269

�

Residential mortgage

��

�

51,501

�

�

�

48,347

�

�

�

48,905

�

�

�

47,632

�

�

�

47,866

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total consumer

��

�

73,415

�

�

�

69,991

�

�

�

72,305

�

�

�

73,913

�

�

�

74,578

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total nonaccrual loans (�NALs�)

��

�

184,138

�

�

�

179,226

�

�

�

177,978

�

�

�

185,428

�

�

�

207,594

�

Commercial real estate owned

��

�

10,733

�

�

�

9,498

�

�

�

8,224

�

�

�

8,359

�

�

�

10,003

�

Residential real estate owned

��

�

4,676

�

�

�

6,182

�

�

�

6,313

�

�

�

5,217

�

�

�

8,975

�

Bank properties real estate owned

��

�

1,431

�

�

�

2,049

�

�

�

4,636

�

�

�

4,542

�

�

�

6,099

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Other real estate owned (�OREO�)

��

�

16,840

�

�

�

17,729

�

�

�

19,173

�

�

�

18,118

�

�

�

25,077

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total nonperforming assets (�NPAs�)

��

$

200,978

�

�

$

196,955

�

�

$

197,151

�

�

$

203,546

�

�

$

232,671

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Commercial real estate�& Real estate construction NALs detail:

��

Farmland

��

$

���

�

�

$

���

�

�

$

���

�

�

$

���

�

�

$

109

�

Multi-family

��

�

2,518

�

�

�

3,929

�

�

�

3,713

�

�

�

3,782

�

�

�

5,260

�

Non-owner occupied

��

�

22,588

�

�

�

24,206

�

�

�

29,898

�

�

�

33,814

�

�

�

44,472

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Commercial real estate - investor

��

$

25,106

�

�

$

28,135

�

�

$

33,611

�

�

$

37,596

�

�

$

49,841

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

1-4 family construction

��

$

1,350

�

�

$

1,843

�

�

$

1,900

�

�

$

1,915

�

�

$

12,654

�

All other construction

��

�

6,837

�

�

�

5,145

�

�

�

4,767

�

�

�

4,552

�

�

�

6,016

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Real estate construction

��

$

8,187

�

�

$

6,988

�

�

$

6,667

�

�

$

6,467

�

�

$

18,670

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Accruing loans past due 90 days or more:

��

�

�

�

�

Commercial

��

$

269

�

�

$

289

�

�

$

16

�

�

$

1,199

�

�

$

1,198

�

Consumer

��

�

1,421

�

�

�

1,487

�

�

�

707

�

�

�

1,151

�

�

�

865

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total accruing loans past due 90 days or more

��

$

1,690

�

�

$

1,776

�

�

$

723

�

�

$

2,350

�

�

$

2,063

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Restructured loans (accruing):

��

�

�

�

�

Commercial

��

$

73,774

�

�

$

83,999

�

�

$

88,329

�

�

$

94,265

�

�

$

86,468

�

Consumer

��

�

30,829

�

�

�

30,382

�

�

�

28,595

�

�

�

29,720

�

�

�

30,575

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total restructured loans (accruing)

��

$

104,603

�

�

$

114,381

�

�

$

116,924

�

�

$

123,985

�

�

$

117,043

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Nonaccrual restructured loans (included in nonaccrual loans)

��

$

63,314

�

�

$

72,388

�

�

$

74,231

�

�

$

59,585

�

�

$

69,311

�

Ratios:

��

�

�

�

�

Nonaccrual loans to total loans

��

�

1.07�

%�

�

�

1.05�

%�

�

�

1.08�

%�

�

�

1.17�

%�

�

�

1.33�

%�

NPAs to total loans plus OREO

��

�

1.17�

%�

�

�

1.15�

%�

�

�

1.20�

%�

�

�

1.28�

%�

�

�

1.49�

%�

NPAs to total assets

��

�

0.78�

%�

�

�

0.77�

%�

�

�

0.79�

%�

�

�

0.84�

%�

�

�

0.98�

%�

Allowance for loan losses to NALs

��

�

144.60�

%�

�

�

151.68�

%�

�

�

150.53�

%�

�

�

144.70�

%�

�

�

130.89�

%�

Allowance for loan losses to total loans

��

�

1.55�

%�

�

�

1.59�

%�

�

�

1.63�

%�

�

�

1.69�

%�

�

�

1.74�

%�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

72

---

Table of Contents

TABLE 8 (continued)

Nonperforming Assets

($ in Thousands)

�

�

��

September�30, 2014

�

��

June�30, 2014

�

��

March�31, 2014

�

��

December�31, 2013

�

��

September�30, 2013

�

Loans 30-89 days past due by type:

��

��

��

��

��

Commercial and industrial

��

$

3,947

�

��

$

2,519

�

��

$

4,126

�

��

$

6,826

�

��

$

6,518

�

Commercial real estate - owner occupied

��

�

2,675

�

��

�

6,323

�

��

�

5,342

�

��

�

3,106

�

��

�

8,505

�

Lease financing

��

�

���

�

��

�

556

�

��

�

567

�

��

�

���

�

��

�

1,000

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial and business lending

��

�

6,622

�

��

�

9,398

�

��

�

10,035

�

��

�

9,932

�

��

�

16,023

�

Commercial real estate - investor

��

�

15,869

�

��

�

2,994

�

��

�

7,188

�

��

�

23,215

�

��

�

21,747

�

Real estate construction

��

�

399

�

��

�

258

�

��

�

679

�

��

�

1,954

�

��

�

820

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial real estate lending

��

�

16,268

�

��

�

3,252

�

��

�

7,867

�

��

�

25,169

�

��

�

22,567

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total commercial

��

�

22,890

�

��

�

12,650

�

��

�

17,902

�

��

�

35,101

�

��

�

38,590

�

Home equity revolving lines of credit

��

�

6,739

�

��

�

6,986

�

��

�

5,344

�

��

�

6,728

�

��

�

6,318

�

Home equity loans first liens

��

�

1,503

�

��

�

1,685

�

��

�

1,469

�

��

�

1,110

�

��

�

1,376

�

Home equity loans junior liens

��

�

2,496

�

��

�

2,138

�

��

�

3,006

�

��

�

2,842

�

��

�

2,206

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Home equity

��

�

10,738

�

��

�

10,809

�

��

�

9,819

�

��

�

10,680

�

��

�

9,900

�

Installment and credit cards

��

�

1,818

�

��

�

1,734

�

��

�

1,269

�

��

�

1,150

�

��

�

1,170

�

Residential mortgage

��

�

3,231

�

��

�

7,070

�

��

�

4,498

�

��

�

6,118

�

��

�

6,722

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total consumer

��

�

15,787

�

��

�

19,613

�

��

�

15,586

�

��

�

17,948

�

��

�

17,792

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total loans past due 30-89 days

��

$

38,677

�

��

$

32,263

�

��

$

33,488

�

��

$

53,049

�

��

$

56,382

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial real estate & Real estate construction loans 30-89 days past due detail:

��

Farmland

��

$

���

�

��

$

���

�

��

$

���

�

��

$

���

�

��

$

���

�

Multi-family

��

�

���

�

��

�

���

�

��

�

2,524

�

��

�

14,755

�

��

�

216

�

Non-owner occupied

��

�

15,869

�

��

�

2,994

�

��

�

4,664

�

��

�

8,460

�

��

�

21,531

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial real estate - investor

��

$

15,869

�

��

$

2,994

�

��

$

7,188

�

��

$

23,215

�

��

$

21,747

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

1-4 family construction

��

$

345

�

��

$

242

�

��

$

327

�

��

$

987

�

��

$

579

�

All other construction

��

�

54

�

��

�

16

�

��

�

352

�

��

�

967

�

��

�

241

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Real estate construction

��

$

399

�

��

$

258

�

��

$

679

�

��

$

1,954

�

��

$

820

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Potential problem loans by type:

��

��

��

��

��

Commercial and industrial

��

$

133,416

�

��

$

187,251

�

��

$

109,027

�

��

$

113,669

�

��

$

112,947

�

Commercial real estate - owner occupied

��

�

49,008

�

��

�

57,757

�

��

�

64,785

�

��

�

56,789

�

��

�

61,256

�

Lease financing

��

�

3,787

�

��

�

2,280

�

��

�

3,065

�

��

�

1,784

�

��

�

207

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial and business lending

��

�

186,211

�

��

�

247,288

�

��

�

176,877

�

��

�

172,242

�

��

�

174,410

�

Commercial real estate - investor

��

�

28,474

�

��

�

31,903

�

��

�

34,790

�

��

�

52,429

�

��

�

87,526

�

Real estate construction

��

�

2,227

�

��

�

4,473

�

��

�

4,870

�

��

�

5,263

�

��

�

7,540

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Commercial real estate lending

��

�

30,701

�

��

�

36,376

�

��

�

39,660

�

��

�

57,692

�

��

�

95,066

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total commercial

��

�

216,912

�

��

�

283,664

�

��

�

216,537

�

��

�

229,934

�

��

�

269,476

�

Home equity revolving lines of credit

��

�

224

�

��

�

277

�

��

�

310

�

��

�

303

�

��

�

170

�

Home equity loans first liens

��

�

���

�

��

�

���

�

��

�

���

�

��

�

���

�

��

�

���

�

Home equity loans junior liens

��

�

687

�

��

�

822

�

��

�

741

�

��

�

1,810

�

��

�

2,067

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Home equity

��

�

911

�

��

�

1,099

�

��

�

1,051

�

��

�

2,113

�

��

�

2,237

�

Installment and credit cards

��

�

4

�

��

�

844

�

��

�

���

�

��

�

50

�

��

�

67

�

Residential mortgage

��

�

2,166

�

��

�

2,445

�

��

�

2,091

�

��

�

3,312

�

��

�

5,342

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total consumer

��

�

3,081

�

��

�

4,388

�

��

�

3,142

�

��

�

5,475

�

��

�

7,646

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total potential problem loans

��

$

219,993

�

��

$

288,052

�

��

$

219,679

�

��

$

235,409

�

��

$

277,122

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

�

73

---

Table of Contents

Nonaccrual Loans, Potential Problem Loans, and Other Real Estate Owned

Management is committed to a proactive nonaccrual and problem loan identification philosophy. This philosophy is implemented through the ongoing monitoring and review of all pools of risk in the loan portfolio to ensure that problem loans are identified quickly and the risk of loss is minimized. Table 8 provides detailed information regarding nonperforming assets, which include nonaccrual loans and other real estate owned.

Nonaccrual Loans: Nonaccrual loans are considered one indicator of potential future loan losses. Loans are generally placed on nonaccrual status when contractually past due 90 days or more as to interest or principal payments, unless the loan is well secured and in the process of collection. Additionally, whenever management becomes aware of facts or circumstances that may adversely impact the collectability of principal or interest on loans, it is management�s practice to place such loans on nonaccrual status immediately, rather than delaying such action until the loans become 90 days past due. When a loan is placed on nonaccrual status, previously accrued and uncollected interest is reversed, amortization of related deferred loan fees or costs is suspended, and income is recorded only to the extent that interest payments are subsequently received in cash and a determination has been made that the principal and interest balance of the loan is collectible. If collectability of the principal and interest is in doubt, payments received are applied to loan principal.

Nonaccrual loans were $184 million at September�30, 2014, compared to $208 million at September�30, 2013 and $185 million at December�31, 2013. Total nonaccrual loans were down $24 million (11%)�since September�30, 2013, and decreased $1 million (1%)�from December�31, 2013. The ratio of nonaccrual loans to total loans was 1.07% at September�30, 2014, compared to 1.33% at September�30, 2013 and 1.17% at December�31, 2013. The Corporation�s allowance for loan losses to nonaccrual loans was 145% at September�30, 2014, up from 131% at September�30, 2013 and level compared to 145% at December�31, 2013, respectively.

Accruing Loans Past Due 90 Days or More: Loans past due 90 days or more but still accruing interest are classified as such where the underlying loans are both well secured (the collateral value is sufficient to cover principal and accrued interest) and are in the process of collection. At September�30, 2014, accruing loans 90 days or more past due totaled $2 million, relatively unchanged from both September�30, 2013 and December�31, 2013.

Troubled Debt Restructurings (�Restructured Loans�): Loans are considered restructured loans if concessions have been granted to borrowers that are experiencing financial difficulty. The concessions granted generally involve the modification of terms of the loan, such as changes in payment structure or interest rate, which generally would not otherwise be considered. Restructured loans can involve loans remaining on nonaccrual, moving to nonaccrual, or continuing on accrual status, depending on the individual facts and circumstances of the borrower. Nonaccrual restructured loans are included and treated with all other nonaccrual loans. In addition, all accruing restructured loans are reported as troubled debt restructurings, which are considered and accounted for as impaired loans. Generally, restructured loans remain on nonaccrual until the customer has attained a sustained period of repayment performance under the modified loan terms (generally a minimum of six months). However, performance prior to the restructuring, or significant events that coincide with the restructuring, are considered in assessing whether the borrower can meet the new terms and whether the loan should be returned to or maintained on accrual status. If the borrower�s ability to meet the revised payment schedule is not reasonably assured, the loan remains on nonaccrual status.

Potential Problem Loans: The level of potential problem loans is another predominant factor in determining the relative level of risk in the loan portfolio and in determining the appropriate level of the allowance for credit losses. Potential problem loans are generally defined by management to include loans rated as substandard by management but that are not considered impaired (i.e., nonaccrual loans and accruing troubled debt restructurings); however, there are circumstances present to create doubt as to the ability of the borrower to comply with present repayment terms. The decision of management to include performing loans in potential problem loans does not necessarily mean that the Corporation expects losses to occur, but that management recognizes a higher degree of risk associated with these loans. The loans that have been reported as potential problem loans are predominantly commercial loans covering a diverse range of businesses and real estate property types. At September�30, 2014, potential problem loans totaled $220 million, compared to $277 million at September�30, 2013 and $235 million at December�31, 2013, respectively.

Other Real Estate Owned: Other real estate owned was $17 million at September�30, 2014, compared to $25 million at September�30, 2013 and $18 million at December�31, 2013, respectively. Write-downs on other real estate owned were $2 million for the first nine months of 2014 and 2013, and $4 million for the full year 2013. Management actively seeks to ensure properties held are monitored to minimize the Corporation�s risk of loss.

�

74

---

Table of Contents

Liquidity

The objective of liquidity management is to ensure that the Corporation has the ability to generate sufficient cash or cash equivalents in a timely and cost-effective manner to satisfy the cash flow requirements of depositors and borrowers and to meet its other commitments as they fall due, including the ability to pay dividends to shareholders, service debt, invest in subsidiaries or acquisitions, and satisfy other operating requirements. In addition to satisfying cash flow requirements in the ordinary course of business, the Corporation actively monitors and manages its liquidity position to ensure sufficient resources are available to meet cash flow requirements in adverse situations.

The Corporation�s internal liquidity management framework includes measurement of several key elements, such as various funding components (i.e., wholesale funds, top funds providers) as a percent of total assets and liquid asset levels. Strong capital ratios, credit quality, and core earnings are essential to maintaining cost-effective access to wholesale funding markets. A downgrade or loss in credit ratings could have an impact on the Corporation�s ability to access wholesale funding at favorable interest rates. In addition to static liquidity measures, the Corporation performs dynamic scenario analysis in accordance with industry best practices. Measures have been established to ensure the Corporation has sufficient high quality short-term liquidity to meet cash flow requirements under stressed scenarios. At September�30, 2014, the Corporation was in compliance with its internal liquidity policies.

While core deposits and loan and investment securities repayments are principal sources of liquidity, funding diversification is another key element of liquidity management. Diversity is achieved by strategically varying depositor type, term, funding market, and instrument. The Parent Company and its subsidiary bank are rated by Moody�s and Standard and Poor�s (�S&P�). Credit ratings by these nationally recognized statistical rating agencies are an important component of the Corporation�s liquidity profile. Credit ratings relate to the Corporation�s ability to issue debt securities and the cost to borrow money, and should not be viewed as an indication of future stock performance or a recommendation to buy, sell, or hold securities. Among other factors, the credit ratings are based on financial strength, credit quality and concentrations in the loan portfolio, the level and volatility of earnings, capital adequacy, the quality of management, the liquidity of the balance sheet, the availability of a significant base of core deposits, and the Corporation�s ability to access a broad array of wholesale funding sources. Adverse changes in these factors could result in a negative change in credit ratings and impact not only the ability to raise funds in the capital markets but also the cost of these funds. Ratings are subject to revision or withdrawal at any time and each rating should be evaluated independently. The senior credit ratings of the Parent Company and its subsidiary bank are displayed below.

�

�	��	September�30, 2014						�
�	��	Moody�s		�	��	S&P		�
Bank short-term	��	�	P2	��	��	�	���	��
Bank long-term	��	�	A3	��	��	�	BBB+	��
Corporation short-term	��	�	P2	��	��	�	���	��
Corporation long-term	��	�	Baa1	��	��	�	BBB	��
Outlook	��	�	Stable	��	��	�	Stable	��

The Corporation also has multiple funding sources that could be used to increase liquidity and provide additional financial flexibility. The Parent Company has filed a shelf registration with the SEC under which the Parent Company may, from time to time, offer shares of the Corporation�s common stock in connection with acquisitions of businesses, assets or securities of other companies. The Parent Company has also filed a universal shelf registration statement, under which the Parent Company may offer securities, either separately or in units: debt securities, preferred stock, depositary shares, common stock, and warrants. The Parent Company also has a $200 million commercial paper program, of which, $60 million was outstanding at September�30, 2014.

While dividends and service fees from subsidiaries and proceeds from issuance of capital are primary funding sources for the Parent Company, these sources could be limited or costly (such as by regulation or subject to the capital needs of its subsidiaries or by market appetite for bank holding company stock). The Parent Company received dividends of $135 million during the first nine months of 2014 from subsidiaries.

The Bank has established federal funds lines with counterparty banks and has the ability to borrow from the Federal Home Loan Bank ($3.1 billion of Federal Home Loan Bank advances were outstanding at September�30, 2014). The Bank also has significant excess loan and investment securities collateral which could be pledged to secure additional deposits or to counterparty banks, the Federal Home Loan Bank or other parties as necessary. Associated Bank may also issue institutional certificates of deposit, network transaction deposits, and brokered certificates of deposit.

�

75

---

Table of Contents

Investment securities are an important tool to the Corporation�s liquidity objective. As of September�30, 2014, the majority of investment securities are classified as available for sale, with only a portion of municipal securities (approximately $300 million) classified as held to maturity. Of the $5.6 billion investment securities portfolio at September�30, 2014, a portion of these securities were pledged to secure collateralized deposits and repurchase agreements and for other purposes as required or permitted by law. The majority of the remaining investment securities of $2.4 billion could be pledged or sold to enhance liquidity, if necessary.

For the nine months ended September�30, 2014, net cash provided by operating activities and financing activities was $131 million and $1.3 billion, respectively, while net cash used in investing activities was $1.5 billion, for a net decrease in cash and cash equivalents of $128 million since year-end 2013. During the first nine months of 2014 assets increased $1.4 billion, including a $1.3 billion increase in loans and a $222 million increase in investment securities. On the funding side, deposits increased $934 million and short-term funding increased $689 million, while long-term funding decreased $156 million. The net increase in assets was used to fund $163 million of common stock repurchases and $47 million of cash dividends to the Corporation�s stockholders (common and preferred stock).

For the nine months ended September�30, 2013, net cash provided by operating activities and financing activities was $371 million and $160 million, respectively, while net cash used in investing activities was $440 million, for a net increase in cash and cash equivalents of $91 million since year-end 2012. During the first nine months of 2013, loans increased $175 million and loans held for sale decreased $159 million, while investment securities were relatively flat (down $2 million). On the funding side, deposits increased $1.4 billion, while short-term funding decreased $700 million and long-term funding decreased $401 million. The net increase in funding during 2013 was used to fund $93 million of common stock repurchases and $44 million of cash dividends to the Corporation�s stockholders (common and preferred stock).

Quantitative and Qualitative Disclosures about Market Risk

Market risk and interest rate risk are managed centrally. Market risk is the potential for loss arising from adverse changes in the fair value of fixed income securities, equity securities, other earning assets and derivative financial instruments as a result of changes in interest rates or other factors. Interest rate risk is the potential for reduced net interest income resulting from adverse changes in the level of interest rates. As a financial institution that engages in transactions involving an array of financial products, the Corporation is exposed to both market risk and interest rate risk. In addition to market risk, interest rate risk is measured and managed through a number of methods. The Corporation uses financial modeling simulation techniques that measure the sensitivity of future earnings due to changing rate environments to measure interest rate risk.

Policies established by the Corporation�s Asset / Liability Committee (�ALCO�) and approved by the Board of Directors are intended to manage these risks. The Board has delegated day-to-day responsibility for managing market and interest rate risk to ALCO. The primary objectives of market risk management is to minimize any adverse effect that changes in market risk factors may have on net interest income and to offset the risk of price changes for certain assets recorded at fair value.

Interest Rate Risk

In order to measure earnings sensitivity to changing market interest rates, the Corporation uses a simulation model to measure the impact of various interest rate shocks and other yield curve scenarios on earnings and the fair value of the financial assets and liabilities of the Corporation. The Corporation compares earnings between a static balance sheet scenario and balance sheets with projected growth scenarios to quantify the potential impact on such earnings of various balance sheet management and business strategies.

Simulation of earnings: Determining the sensitivity of short-term future earnings is accomplished through the use of simulation modeling. Assumptions involving projected balance sheet growth, market spreads, loan and deposit rates, prepayments of rate-sensitive instruments, and the cash flows from maturing assets and liabilities are incorporated in these simulation analyses. These analyses are designed to project net interest income based on various interest rate scenarios, compared to a baseline scenario. The

�

76

---

Table of Contents

Corporation runs numerous scenarios including instantaneous and gradual changes to market interest rates, yield curve slope changes, deposit rate sensitivities, and prepayment sensitivities. It then compares such scenarios to the baseline scenario to quantify its earnings sensitivity.

The resulting simulations for September�30, 2014, and December�31, 2013 projected that net interest income would increase by approximately 0.9% and 0.4%, respectively, if rates rose instantaneously by a 100 bp shock and projected that net interest income would increase by approximately 2.1% and 0.9%, respectively, if rates rose instantaneously by a 200 bp shock. As of September�30, 2014, the simulations of earnings results were within the limits of the Corporation�s interest rate risk policy.

Market value of equity: The Corporation uses the market value of equity as a measure to quantify market risk from the impact of interest rates. The market value of equity is the fair value of assets, liabilities, and off-balance sheet financial instruments derived from the present value of the future cash flows. While the net interest income simulation model highlights exposures over a short time horizon, the market value of equity incorporates all cash flows over all of the balance sheet and derivative positions.

These results are based on multiple path simulations using an interest rate simulation model calibrated to market traded instruments. Sensitivities are measured assuming several factors including immediate and sustained parallel and non-parallel changes in market rates, yield curves and rate indexes. These factors quantify yield curve risk, basis risk, options risk, repricing mismatch risk, and market spread risk. The results are considered to be conservative estimates due to the fact that no management action to mitigate potential income variances is included within the simulation assumption set. These potentially mitigating factors include future balance sheet growth, changes in yield curve relationships, and changing product spreads. As of September�30, 2014, the projected changes for the market value of equity were within the limits of the Corporation�s interest rate risk policy.

Contractual Obligations, Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities

The Corporation utilizes a variety of financial instruments in the normal course of business to meet the financial needs of its customers and to manage its own exposure to fluctuations in interest rates. These financial instruments include lending-related commitments and derivative instruments. A discussion of the Corporation�s derivative instruments at September�30, 2014, is included in Note 10, �Derivative and Hedging Activities,� of the notes to consolidated financial statements. A discussion of the Corporation�s lending-related commitments is included in Note 12, �Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities,� of the notes to consolidated financial statements. See also Note 8, �Short and Long-Term Funding,� of the notes to consolidated financial statements for additional information on the Corporation�s short-term and long-term funding.

Table 9 summarizes significant contractual obligations and other commitments at September�30, 2014, at those amounts contractually due to the recipient, including any premiums or discounts, hedge basis adjustments, or other similar carrying value adjustments.

�

TABLE 9: Contractual Obligations and Other Commitments

�

�

��

One Year or Less

�

��

One to Three Years

�

��

Three to Five Years

�

��

Over Five Years

�

��

Total

�

�

��

($ in Thousands)

�

Time deposits

��

$

949,273

�

��

$

370,001

�

��

$

192,321

�

��

$

1,771

�

��

$

1,513,366

�

Short-term funding

��

�

1,430,180

�

��

�

���

�

��

�

���

��

��

�

���

��

��

�

1,430,180

�

Long-term funding

��

�

���

�

��

�

431,331

�

��

�

2,500,034

�

��

�

182

�

��

�

2,931,547

�

Operating leases

��

�

10,699

�

��

�

21,505

�

��

�

17,759

�

��

�

33,206

�

��

�

83,169

�

Commitments to extend credit

��

�

3,417,726

�

��

�

1,717,583

�

��

�

1,599,889

�

��

�

113,557

�

��

�

6,848,755

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total

��

$

5,807,878

�

��

$

2,540,420

�

��

$

4,310,003

�

��

$

148,716

�

��

$

12,807,017

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Capital

Stockholders� equity at September�30, 2014 was $2.9 billion, down slightly ($22 million) from December�31, 2013. At September�30, 2014, stockholders� equity included $2 million of accumulated other comprehensive loss compared to $24 million of accumulated other comprehensive loss at December�31, 2013. Cash dividends of $0.27 per share were paid in the first nine months of 2014 and $0.24 per share were paid in the first nine months of 2013. The ratio of total stockholders� equity to assets was 11.19% and 11.93% at September�30, 2014 and December�31, 2013, respectively.

During the first nine months of 2014, 9.0�million shares were repurchased for $159 million (or an average cost per common share of $17.76), of which, approximately 3.1�million shares were returned to authorized but unissued shares and the remaining shares were

�

77

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Table of Contents

added to treasury stock. For the full year 2013, 7.7�million shares were repurchased for $120 million (or an average cost per common share of $15.57), all of which were added to treasury stock. The Corporation also repurchased shares for minimum tax withholding settlements on equity compensation totaling approximately $4 million (221,243 shares at an average cost per common share of $16.47) during the first nine months of 2014, compared to repurchases of shares for minimum tax withholding settlements on equity compensation totaling approximately $3 million (239,215 shares at an average cost per common share of $14.00) for the full year 2013. At September�30, 2014, the Corporation had approximately $55 million remaining under repurchase authorizations previously approved by the Board of Directors. See section �Recent Developments� for additional information on the October 2014 common stock repurchases and the October 2014 Board of Directors share repurchase authorization. See Part II, Item�2, �Unregistered Sales of Equity Securities and Use of Proceeds,� for additional information on the shares repurchased during the third quarter of 2014. The repurchase of shares will be based on market and investment opportunities, capital levels, growth prospects, and regulatory constraints. Such repurchases may occur from time to time in open market purchases, block transactions, private transactions, accelerated share repurchase programs, or similar facilities.

Management actively reviews capital strategies for the Corporation and each of its subsidiaries in light of perceived business risks, future growth opportunities, industry standards, and compliance with regulatory requirements. The assessment of overall capital adequacy depends on a variety of factors, including asset quality, liquidity, stability of earnings, changing competitive forces, economic condition in markets served, and strength of management. The capital ratios of the Corporation and its banking affiliate were in excess of regulatory minimum requirements. The Corporation�s capital ratios are summarized in Table 10.

�

78

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Table of Contents

TABLE 10

Capital Ratios

(In Thousands, except per share data)

�

�

��

Quarter Ended

�

�

��

September�30, 2014

�

�

June�30, 2014

�

�

March�31, 2014

�

�

December�31, 2013

�

�

September�30, 2013

�

Total stockholders� equity

��

$

2,869,578

�

�

$

2,929,946

�

�

$

2,901,024

�

�

$

2,891,290

�

�

$

2,872,282

�

Tangible stockholders� equity(1)

��

�

1,932,198

�

�

�

1,991,576

�

�

�

1,961,663

�

�

�

1,950,938

�

�

�

1,930,919

�

Tier 1 capital(2)

��

�

1,933,923

�

�

�

1,980,675

�

�

�

1,973,240

�

�

�

1,975,182

�

�

�

1,966,797

�

Tier 1 common equity(3)

��

�

1,872,899

�

�

�

1,919,651

�

�

�

1,912,083

�

�

�

1,913,320

�

�

�

1,904,060

�

Tangible common equity(1)

��

�

1,871,174

�

�

�

1,930,552

�

�

�

1,900,505

�

�

�

1,889,076

�

�

�

1,868,182

�

Total risk-based capital(2)

��

�

2,160,143

�

�

�

2,205,423

�

�

�

2,187,637

�

�

�

2,184,884

�

�

�

2,198,219

�

Tangible assets(1)

��

�

24,716,442

�

�

�

24,789,416

�

�

�

23,866,836

�

�

�

23,286,568

�

�

�

22,747,312

�

Risk weighted assets(2)

��

�

18,031,157

�

�

�

17,911,201

�

�

�

17,075,004

�

�

�

16,694,148

�

�

�

16,358,823

�

Market capitalization

��

�

2,695,623

�

�

�

2,883,398

�

�

�

2,907,877

�

�

�

2,829,640

�

�

�

2,545,053

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Book value per common share

��

$

18.15

�

�

$

17.99

�

�

$

17.64

�

�

$

17.40

�

�

$

17.10

�

Tangible book value per common share

��

�

12.09

�

�

�

12.11

�

�

�

11.80

�

�

�

11.62

�

�

�

11.37

�

Cash dividend per common share

��

�

0.09

�

�

�

0.09

�

�

�

0.09

�

�

�

0.09

�

�

�

0.08

�

Stock price at end of period

��

�

17.42

�

�

�

18.08

�

�

�

18.06

�

�

�

17.40

�

�

�

15.49

�

Low closing price for the period

��

�

17.42

�

�

�

16.82

�

�

�

15.58

�

�

�

15.34

�

�

�

15.29

�

High closing price for the period

��

�

18.90

�

�

�

18.39

�

�

�

18.35

�

�

�

17.56

�

�

�

17.60

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total stockholders� equity / assets

��

�

11.19�

%�

�

�

11.39�

%�

�

�

11.69�

%�

�

�

11.93�

%�

�

�

12.13�

%�

Tangible common equity / tangible assets (1)

��

�

7.57

�

�

�

7.79

�

�

�

7.96

�

�

�

8.11

�

�

�

8.21

�

Tangible stockholders� equity / tangible assets (1)

��

�

7.82

�

�

�

8.03

�

�

�

8.22

�

�

�

8.38

�

�

�

8.49

�

Tier 1 common equity / risk-weighted assets (3)

��

�

10.39

�

�

�

10.72

�

�

�

11.20

�

�

�

11.46

�

�

�

11.64

�

Tier 1 leverage ratio(2)

��

�

7.87

�

�

�

8.26

�

�

�

8.46

�

�

�

8.70

�

�

�

8.76

�

Tier 1 risk-based capital ratio(2)

��

�

10.73

�

�

�

11.06

�

�

�

11.56

�

�

�

11.83

�

�

�

12.02

�

Total risk-based capital ratio(2)

��

�

11.98

�

�

�

12.31

�

�

�

12.81

�

�

�

13.09

�

�

�

13.44

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Common shares outstanding (period end)

��

�

154,743

�

�

�

159,480

�

�

�

161,012

�

�

�

162,623

�

�

�

164,303

�

Basic common shares outstanding (average)

��

�

155,925

�

�

�

159,940

�

�

�

161,467

�

�

�

162,611

�

�

�

164,954

�

Diluted common shares outstanding (average)

��

�

156,991

�

�

�

160,838

�

�

�

162,188

�

�

�

163,235

�

�

�

165,443

�

�

(1)

Tangible stockholders� equity, tangible common equity, and tangible assets are non-GAAP financial measures. Additionally, any ratios utilizing these financial measures are non-GAAP measures. These financial measures have been included as they are considered to be critical metrics with which to analyze and evaluate financial condition and capital strength. Tangible stockholders� equity is defined as stockholders� equity excluding goodwill and other intangible assets. Tangible common equity is defined as common stockholders� equity excluding goodwill and other intangible assets. Tangible assets is defined as total assets excluding goodwill and other intangible assets.

(2)

The FRB establishes capital adequacy requirements, including well-capitalized standards for the Corporation. The OCC establishes similar capital adequacy requirements and standards for the Bank. Regulatory capital primarily consists of Tier 1 risk-based capital and Tier 2 risk-based capital. The sum of Tier 1 risk-based capital and Tier 2 risk-based capital equals our total risk-based capital. Risk-based capital guidelines require a minimum level of capital as a percentage of risk-weighted assets. Risk-weighted assets consist of total assets plus certain off-balance sheet and market items, subject to adjustment for predefined credit risk factors.

(3)

Tier 1 common equity, a non-GAAP financial measure, is used by banking regulators, investors and analysts to assess and compare the quality and composition of our capital with the capital of other financial services companies. Management uses Tier 1 common equity, along with other capital measures, to assess and monitor our capital position. Tier 1 common equity is defined as Tier 1 capital excluding qualifying perpetual preferred stock and qualifying trust preferred securities.

Comparable Third Quarter Results

The Corporation recorded net income of $50 million for the three months ended September�30, 2014, compared to net income of $46 million for the three months ended September�30, 2013. Net income available to common equity was $49 million for the three months ended September�30, 2014, or net income of $0.31 for both basic and diluted earnings per common share. Comparatively, net income available to common equity for the three months ended September�30, 2013, was $44 million, or net income of $0.27 for both basic and diluted earnings per common share (see Table 1).

�

79

---

Table of Contents

Taxable equivalent net interest income for the third quarter of 2014 was $178 million, $12 million higher than the third quarter of 2013 (see Table 2). Changes in the balance sheet volume and mix increased taxable equivalent net interest income by $12 million, while changes in the rate environment remained relatively level. The Federal funds target rate was unchanged for both the third quarter of 2014 and the third quarter of 2013. The net interest margin between the comparable quarters was down 7 bp, to 3.06% in the third quarter of 2014. Average earning assets increased $2.1 billion to $23.1 billion in the third quarter of 2014, with average loans up $1.4 billion (predominantly in commercial loans) and investments and other short-term investments up $641 million (predominantly in mortgage related securities). On the funding side, average short and long-term funding was up $1.9 billion (primarily long-term FHLB advances), while average interest-bearing deposits were up $288 million (primarily interest-bearing demand deposits).

Credit quality continued to improve with nonaccrual loans declining to $184 million (1.07% of total loans) at September�30, 2014, compared to $208 million (1.33% of total loans) at September�30, 2013 (see Table 8). Compared to the third quarter of 2013, potential problem loans were down 21% to $220 million. The provision for credit losses was $1 million, up $2 million compared to the third quarter of 2013 (see Table 7). Annualized net charge offs represented 0.06% of average loans for the third quarter of 2014 compared to 0.14% for the third quarter of 2013. The allowance for loan losses to loans at September�30, 2014 was 1.55%, compared to 1.74% at September�30, 2013. See discussion under sections, �Provision for Credit Losses,� �Allowance for Credit Losses,� and �Nonaccrual Loans, Potential Problem Loans, and Other Real Estate Owned.�

Noninterest income for the third quarter of 2014 increased $4 million (6%)�to $75 million versus the third quarter of 2013. Core fee-based revenue decreased $3 million primarily in insurance commissions due to a $4 million reserve established for remediation on legacy debt protection products. Net mortgage banking income was $7 million, up $3 million from the third quarter of 2013, predominantly due to an increase in the gain on sales of mortgage loans. Net asset gains increased $3 million, primarily due to two corporate real estate gains during the third quarter of 2014.

On a comparable quarter basis, noninterest expense increased $7 million (4%)�to $172 million in the third quarter of 2014. FDIC expense increased $2 million (44%)�from the third quarter of 2013 reflecting the growth in risk-weighted assets. Business development and advertising expenses increased $2 million (26%)�from the third quarter of 2013 as the Corporation increased advertising related to our fall marketing campaign. Technology increased $1 million as we continue to invest in solutions that will drive operational efficiency. Losses other than loans increased $1 million mainly due to a more favorable than expected resolution of a litigation matter in the third quarter of 2013. All remaining noninterest expense categories on a combined basis were relatively unchanged (up 0.4%) compared to the third quarter of 2013.

For the third quarter of 2014, the Corporation recognized income tax expense of $24 million, compared to income tax expense of $21 million for the third quarter of 2013. The effective tax rate was 32.77% and 31.91% for the third quarter of 2014 and the third quarter of 2013, respectively.

�

80

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Table of Contents

TABLE 11

Selected Quarterly Information

($ in Thousands)

�

�

��

Quarter Ended

�

�

��

September�30, 2014

�

�

June�30, 2014

�

�

March�31, 2014

�

�

December�31, 2013

�

�

September�30, 2013

�

Summary of Operations:

��

�

�

�

�

Net interest income

��

$

172,630

�

�

$

168,703

�

�

$

164,973

�

�

$

167,199

�

�

$

160,509

�

Provision for credit losses

��

�

1,000

�

�

�

5,000

�

�

�

5,000

�

�

�

2,300

�

�

�

(800

)�

Noninterest income

��

�

�

�

�

Trust service fees

��

�

12,218

�

�

�

12,017

�

�

�

11,711

�

�

�

11,938

�

�

�

11,380

�

Service charges on deposit accounts

��

�

17,961

�

�

�

17,412

�

�

�

16,400

�

�

�

17,330

�

�

�

18,407

�

Card-based and other nondeposit fees

��

�

12,407

�

�

�

12,577

�

�

�

12,509

�

�

�

12,684

�

�

�

12,688

�

Insurance commissions

��

�

7,860

�

�

�

13,651

�

�

�

12,317

�

�

�

11,274

�

�

�

11,356

�

Brokerage and annuity commissions

��

�

4,040

�

�

�

4,520

�

�

�

4,033

�

�

�

3,881

�

�

�

3,792

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Core fee-based revenue

��

�

54,486

�

�

�

60,177

�

�

�

56,970

�

�

�

57,107

�

�

�

57,623

�

Mortgage banking, net

��

�

6,669

�

�

�

5,362

�

�

�

6,361

�

�

�

8,277

�

�

�

3,542

�

Capital market fees, net

��

�

2,939

�

�

�

2,099

�

�

�

2,322

�

�

�

2,771

�

�

�

2,652

�

BOLI income

��

�

3,506

�

�

�

3,011

�

�

�

4,320

�

�

�

2,787

�

�

�

2,817

�

Asset gains, net

��

�

4,934

�

�

�

899

�

�

�

728

�

�

�

2,687

�

�

�

1,934

�

Investment securities gains (losses), net

��

�

57

�

�

�

34

�

�

�

378

�

�

�

(18

)�

�

�

248

�

Other

��

�

2,317

�

�

�

665

�

�

�

2,442

�

�

�

2,262

�

�

�

2,100

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total noninterest income

��

�

74,908

�

�

�

72,247

�

�

�

73,521

�

�

�

75,873

�

�

�

70,916

�

Noninterest expense

��

�

�

�

�

Personnel expense

��

�

97,650

�

�

�

97,793

�

�

�

97,698

�

�

�

101,215

�

�

�

98,102

�

Occupancy

��

�

13,743

�

�

�

13,785

�

�

�

15,560

�

�

�

14,684

�

�

�

14,758

�

Equipment

��

�

6,133

�

�

�

6,227

�

�

�

6,276

�

�

�

6,509

�

�

�

6,213

�

Technology

��

�

13,573

�

�

�

14,594

�

�

�

12,724

�

�

�

12,963

�

�

�

12,323

�

Business development and advertising

��

�

7,467

�

�

�

5,077

�

�

�

5,062

�

�

�

7,834

�

�

�

5,947

�

Other intangible asset amortization

��

�

990

�

�

�

991

�

�

�

991

�

�

�

1,011

�

�

�

1,010

�

Loan expense

��

�

3,813

�

�

�

3,620

�

�

�

2,787

�

�

�

3,677

�

�

�

3,157

�

Legal and professional fees

��

�

4,604

�

�

�

4,436

�

�

�

4,188

�

�

�

5,916

�

�

�

3,482

�

Losses other than loans

��

�

677

�

�

�

381

�

�

�

544

�

�

�

1,559

�

�

�

(600

)�

Foreclosure / OREO expense

��

�

2,083

�

�

�

1,575

�

�

�

1,896

�

�

�

2,829

�

�

�

2,515

�

FDIC expense

��

�

6,859

�

�

�

4,945

�

�

�

5,001

�

�

�

4,879

�

�

�

4,755

�

Other

��

�

14,261

�

�

�

14,501

�

�

�

14,931

�

�

�

16,091

�

�

�

13,509

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Total noninterest expense

��

�

171,853

�

�

�

167,925

�

�

�

167,658

�

�

�

179,167

�

�

�

165,171

�

Income tax expense

��

�

24,478

�

�

�

21,660

�

�

�

20,637

�

�

�

13,847

�

�

�

21,396

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net income

��

�

50,207

�

�

�

46,365

�

�

�

45,199

�

�

�

47,758

�

�

�

45,658

�

Preferred stock dividends

��

�

1,255

�

�

�

1,278

�

�

�

1,244

�

�

�

1,273

�

�

�

1,285

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Net income available to common equity

��

$

48,952

�

�

$

45,087

�

�

$

43,955

�

�

$

46,485

�

�

$

44,373

�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Taxable equivalent net interest income

��

$

177,568

�

�

$

173,360

�

�

$

169,629

�

�

$

172,237

�

�

$

165,457

�

Net interest margin

��

�

3.06�

%�

�

�

3.08�

%�

�

�

3.12�

%�

�

�

3.23�

%�

�

�

3.13�

%�

Effective tax rate

��

�

32.77�

%�

�

�

31.84�

%�

�

�

31.35�

%�

�

�

22.48�

%�

�

�

31.91�

%�

Average Balances:

��

�

�

�

�

Assets

��

$

25,472,052

�

�

$

24,858,072

�

�

$

24,213,213

�

�

$

23,558,725

�

�

$

23,313,577

�

Earning assets

��

�

23,096,717

�

�

�

22,537,515

�

�

�

21,892,503

�

�

�

21,242,065

�

�

�

21,039,467

�

Interest-bearing liabilities

��

�

18,158,989

�

�

�

17,711,534

�

�

�

16,962,190

�

�

�

16,135,174

�

�

�

16,010,930

�

Loans

��

�

17,140,961

�

�

�

16,646,389

�

�

�

16,164,617

�

�

�

15,748,284

�

�

�

15,724,365

�

Deposits

��

�

17,873,378

�

�

�

17,172,832

�

�

�

16,990,272

�

�

�

17,881,531

�

�

�

17,609,819

�

Short and long-term funding

��

�

4,525,265

�

�

�

4,612,012

�

�

�

4,138,223

�

�

�

2,606,958

�

�

�

2,665,415

�

Stockholders� equity

��

$

2,876,079

�

�

$

2,891,118

�

�

$

2,888,768

�

�

$

2,872,638

�

�

$

2,862,890

�

�

81

---

Table of Contents

Sequential Quarter Results

The Corporation recorded net income of $50 million for the three months ended September�30, 2014, compared to net income of $46 million for the three months ended June�30, 2014. Net income available to common equity was $49 million for the third quarter of 2014, or net income of $0.31 for both basic and diluted earnings per common share. Comparatively, net income available to common equity for the second quarter of 2014, was $45 million, or net income of $0.28 for both basic and diluted earnings per common share (see Table 1).

Taxable equivalent net interest income for the third quarter of 2014 was $178 million, $5 million higher than the second quarter of 2014, as changes in the balance sheet volume and mix increased taxable equivalent net interest income by $5 million. The Federal funds target rate was unchanged for both quarters. The net interest margin in the third quarter of 2014 was down 2 bp, to 3.06%. Average earning assets increased $559 million to $23.1 billion in the third quarter of 2014, with average loans up $495 million (predominantly in commercial and residential mortgage loans) and average investments and other short-term investments up $64 million (primarily in municipal securities and interest bearing deposits in other banks partially offset by decreases in residential mortgage-related and asset back securities). On the funding side, average short and long-term funding was down $87 million (primarily short-term FHLB advances), while average interest-bearing deposits were up $534 million (primarily money market and interest-bearing demand deposits).

Nonaccrual loans were up slightly, to $184 million (1.07% of total loans) at September�30, 2014, compared to $179 million (1.05% of total loans) at June�30, 2014 (see Table 8). Potential problem loans decreased to $220 million, down $68 million from the second quarter of 2014. The provision for credit losses for the third quarter of 2014 was $1 million, down $4 million compared to the second quarter of 2014 (see Table 7). Annualized net charge offs represented 0.06% of average loans for the second and third quarter of 2014. The allowance for loan losses to loans at September�30, 2014 was 1.55%, compared to 1.59% at June�30, 2014 (see Table 8). See discussion under sections, �Provision for Credit Losses,� �Allowance for Credit Losses,� and �Nonaccrual Loans, Potential Problem Loans, and Other Real Estate Owned.�

Noninterest income for the third quarter of 2014 increased $3 million (4%)�to $75 million versus the second quarter of 2014. Core fee-based revenue decreased $6 million (10%)�from the second quarter of 2014, primarily due to a $6 million decrease in insurance commissions. Insurance commissions declined from the second quarter of 2014, primarily due to a $4 million reserve established for remediation on legacy debt protection products. Net mortgage banking income was $7 million, up $1 million (24%)�from the second quarter of 2014, predominantly due to an increase in the gain on sales of mortgage loans. Net asset gains increased $4 million, primarily due to two corporate real estate gains during the third quarter of 2014. Other income increased $2 million from the second quarter of 2014 primarily due to one-time charges related to some customer reimbursements paid in the second quarter of 2014.

On a sequential quarter basis, noninterest expense increased $4 million (2%)�to $172 million. Business development and advertising expenses increased $2 million (47%)�from second quarter of 2014 as the Corporation increased advertising related to our fall marketing campaign. FDIC expense increased $2 million (39%)�from the second quarter of 2014 reflecting the growth in risk-weighted assets. All remaining noninterest expense categories on a combined basis were relatively unchanged (down 0.2%) compared to the second quarter of 2014.

For the third quarter of 2014, the Corporation recognized income tax expense of $24 million, compared to income tax expense of $22 million for the second quarter of 2014. The effective tax rate was 32.77% and 31.84% for the third quarter of 2014 and the second quarter of 2014, respectively.

Future Accounting Pronouncements

New accounting policies adopted by the Corporation are discussed in Note 2, �New Accounting Pronouncements Adopted,� of the notes to consolidated financial statements. The expected impact of accounting pronouncements recently issued or proposed but not yet required to be adopted are discussed below. To the extent the adoption of new accounting standards materially affects the Corporation�s financial condition, results of operations, or liquidity, the impacts are discussed in the applicable sections of this financial review and the notes to the consolidated financial statements.

In August 2014, the FASB issued an amendment to clarify how creditors are to classify certain government-guaranteed mortgage loans upon foreclosure. This amendment requires that a mortgage loan be derecognized and a separate other receivable be recognized upon foreclosure if the following conditions are met: (1)�The loan has a government guarantee that is not separate from the loan before foreclosure and (2)�at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under the claim and (3)�at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. This

�

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amendment is effective for annual reporting periods, including interim periods within those annual periods, beginning after December�15, 2014. Early adoption is permitted. Entities may apply the amendments in this Update either (a)�prospectively to foreclosures that occur after the date of adoption or (b)�modified retrospective transition using a cumulative-effect adjustment (through a reclassification to a separate other receivable) as of the beginning of the annual period of adoption. Prior periods should not be adjusted. The Corporation intends to adopt the accounting standard during the first quarter of 2015, as required, and is currently evaluating the impact on its results of operations, financial position, and liquidity.

In June 2014, the FASB issued an amendment to the stock compensation accounting guidance to clarify that a performance target that affects vesting of a share-based payment and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. This amendment is effective for annual reporting periods, including interim periods within those annual periods, beginning after December�15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a)�prospectively to all awards granted or modified after the effective date or (b)�retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The Corporation intends to adopt the accounting standard during the first quarter of 2016, as required, and is currently evaluating the impact on its results of operations, financial position, and liquidity.

In June 2014, the FASB issued an amendment to clarify the current accounting and disclosures for certain repurchase agreements. The amendments in this Update require two accounting changes: (1)�change the accounting for repurchase-to-maturity transactions to secured borrowing accounting and (2)�require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement. The amendments in this Update also require additional disclosures for certain transactions on the transfer of financial assets, as well as new disclosures for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions that are accounted for as secured borrowings. This amendment is effective for public business entities for the first interim or annual period beginning after December�15, 2014. Early application is prohibited. The Corporation intends to adopt the accounting standard during the first quarter of 2015, as required, and is currently evaluating the impact on its results of operations, financial position, and liquidity.

In May 2014, the FASB issued an amendment to clarify the principles for recognizing revenue and to develop a common revenue standard. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that �an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.� In applying the revenue model to contracts within its scope, an entity should apply the following steps: (1)�Identify the contract(s) with a customer, (2)�Identify the performance obligations in the contract, (3)�Determine the transaction price, (4)�Allocate the transaction price to the performance obligations in the contract, and (5)�Recognize revenue when (or as) the entity satisfies a performance obligation. The standard applies to all contracts with customers except those that are within the scope of other topics in the FASB Codification. The standard also requires significantly expanded disclosures about revenue recognition. The amendment is effective for annual reporting periods beginning after December�15, 2016 (including interim reporting periods within those periods). Early application is not permitted. The Corporation intends to adopt the accounting standard during the first quarter of 2017, as required, and is currently evaluating the impact on its results of operations, financial position, and liquidity.

In January 2014, the FASB issued an amendment to clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1)�the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2)�the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar agreement. In addition, the amendments require interim and annual disclosure of both the amount of foreclosed residential real estate property held by the creditor and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure in accordance with local requirements of the applicable jurisdiction. This amendment is effective for fiscal years, and interim periods within those years, beginning after December�15, 2014. An entity can elect to adopt the amendments using either a modified retrospective method or a prospective transition method. Early adoption is permitted. The Corporation intends to adopt the accounting standard during the first quarter of 2015, as required, with no expected material impact on its results of operations, financial position, or liquidity.

In January 2014, the FASB issued an amendment which permits reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax

�

83

---

Table of Contents

expense (benefit). For those investments in qualified affordable housing projects not accounted for using the proportional method, the investment should be accounted for as an equity method investment or a cost method investment. The decision to apply the proportional amortization method of accounting is an accounting policy decision that should be applied consistently to all qualifying affordable housing project investments rather than a decision to be applied to individual investments. This amendment should be applied retrospectively to all periods presented. A reporting entity that uses the effective yield method to account for its investments in qualified affordable housing projects before the date of adoption may continue to apply the effective yield method for those preexisting investments. This amendment is effective for fiscal years, and interim periods within those years, beginning after December�15, 2014. The Corporation intends to adopt the accounting standard during the first quarter of 2015, as required, with no expected material impact on its results of operations, financial position, or liquidity.

Recent Developments

On October�28, 2014, the Board of Directors declared a regular quarterly cash dividend of $0.10 per common share, payable on December�15, 2014, to shareholders of record at the close of business on December�1, 2014. This is an increase of $0.01 from the previous quarterly cash dividend. The Board of Directors also declared a regular quarterly cash dividend of $0.50 per depositary share on Associated Banc-Corp�s 8.00% Series B Perpetual Preferred Stock payable on December�15, 2014, to shareholders of record at the close of business on December�1, 2014. These cash dividends have not been reflected in the accompanying consolidated financial statements.

On October�28, 2014, the Board of Directors authorized the repurchase of up to $120 million of the Corporation�s common stock. This repurchase authorization is in addition to the previously authorized common stock repurchase program announced on March�18, 2014. There remains approximately $55 million under the previous authorization, or approximately $175 million in the aggregate. Repurchases under such programs are subject to regulatory limitations and may occur from time to time in open market purchases, block transactions, accelerated share repurchase programs or similar facilities.

On October�29, 2014, the Corporation repurchased approximately 3�million shares of common stock for $50 million under an accelerated share repurchase program. After these common stock repurchases, the Corporation has approximately $125 million remaining under repurchase authorizations previously approved by the Board of Directors.

ITEM�3. Quantitative and Qualitative Disclosures about Market Risk

Information required by this item is set forth in Item�2 under the captions �Quantitative and Qualitative Disclosures about Market Risk� and �Interest Rate Risk.�

ITEM�4. Controls and Procedures

The Corporation maintains disclosure controls and procedures as required under Rule 13a-15 promulgated under the Securities Exchange Act of 1934, as amended (the �Exchange Act�), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC�s rules and forms, and that such information is accumulated and communicated to the Corporation�s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of September�30, 2014, the Corporation�s management carried out an evaluation, under the supervision and with the participation of the Corporation�s Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures. Based on the foregoing, its Chief Executive Officer and Chief Financial Officer concluded that the Corporation�s disclosure controls and procedures were effective as of September�30, 2014. No changes were made to the Corporation�s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act of 1934) during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation�s internal control over financial reporting.

�

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Table of Contents

PART II � OTHER INFORMATION

ITEM�1. Legal Proceedings

A lawsuit, R.J. ZAYED v. Associated Bank, N.A., was filed in the United States District Court for the District of Minnesota on January�29, 2013. The lawsuit relates to a Ponzi scheme perpetrated by Oxford Global Partners and related entities (�Oxford�) and individuals and was brought by the receiver for Oxford. Oxford was a depository customer of the Bank. The lawsuit claims that the Bank is liable for failing to uncover the Oxford Ponzi scheme, and specifically alleges the Bank aided and abetted (1)�the fraudulent scheme; (2)�a breach of fiduciary duty; (3)�conversion; and (4)�false representations and omissions. The lawsuit seeks unspecified consequential and punitive damages. The District Court granted the Bank�s motion to dismiss the complaint on September�30, 2013, and the plaintiff has appealed such dismissal to the U.S. Court of Appeals for the Eighth Circuit. It is not possible for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss at this time. A lawsuit by investors in the same Ponzi scheme, Herman Grad, et al v. Associated Bank, N.A., brought in Brown County, Wisconsin in October 2009 was dismissed by the circuit court, and the dismissal was affirmed by the Wisconsin Court of Appeals in June 2011 in an unpublished opinion.

A purported class action lawsuit, Wanda Boone v. Associated Banc-Corp, was filed on April�10, 2014 in the United States District Court for the Eastern District of Wisconsin. The lawsuit claimed that loan coordinators employed by the Bank were not compensated for all hours worked, including the payment of overtime, in violation of the Fair Labor Standards Act of 1938 and Wisconsin wage laws. On July�30, 2014, the case was dismissed with prejudice. As part of the resolution of this matter, the Corporation made an immaterial payment to the plaintiff.

The OCC and the Department of Housing and Urban Development (HUD) are examining the Bank�s compliance with fair housing laws, particularly from the period 2008-2011.�The Corporation believes it has been in compliance in all material respects with all applicable laws and regulations related to fair housing. It is not possible at this time for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss related to such examinations by the OCC and HUD.

During the last year, the Corporation has reviewed a variety of legacy products provided by third parties, including debt protection and identity protection products. In connection with this review, the Corporation has made, and plans to make, remediation payments to affected customers and former customers. See Part I, Item�2, �Management�s Discussion and Analysis of Financial Condition and Results of Operations� sections �Noninterest Income,� �Comparable Third Quarter Results,� and �Sequential Quarter Results,� for additional information. These types of products have recently received increased regulatory scrutiny, and it is possible that regulatory authorities could bring enforcement actions, including civil money penalties, or take other actions against the Corporation in regard to these legacy products. It is not possible at this time for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss related to this matter.

�

85

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Table of Contents

ITEM�2. Unregistered Sales of Equity Securities and Use of Proceeds

Following are the Corporation�s monthly common stock purchases during the third quarter of 2014. For a detailed discussion of the common stock repurchase authorizations and repurchases during the period, see section �Capital� included under Part I Item�2 of this document.

�

Period

��

Total Number of Shares Purchased(a)

�

��

Average Price�Paid per Share

�

��

Total�Number�of Shares�Purchased as�Part�of�Publicly Announced Plans

�

��

Maximum Number of Shares�that�May Yet Be Purchased�Under the Plan(b)

�

July�1, 2014 - July�31, 2014

��

�

4,736,608

��

��

$

18.17

�

��

�

4,736,608

�

��

�

���

��

August�1, 2014 - August�31, 2014

��

�

���

��

��

�

���

��

��

�

���

��

��

�

���

��

September�1, 2014 -September�30, 2014

��

�

217,191

��

��

�

18.17

�

��

�

217,191

�

��

�

���

��

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Total

��

�

4,953,799

��

��

$

18.17

�

��

�

4,953,799

�

��

�

3,209,068

��

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

�

(a)

During the third quarter of 2014, the Corporation repurchased 5,343 shares for minimum tax withholding settlements on equity compensation. These purchases are not included in the monthly common stock purchases table above and do not count against the maximum number of shares that may yet be purchased under the Board of Directors� authorization.

(b)

On March�18, 2014, the Board of Directors authorized the repurchase of $120 million of common stock, of which approximately $55 million remained available to repurchase as of September�30, 2014. Using the closing stock price on September�30, 2014 of $17.42, a total of approximately 3.2�million common shares remained available to be repurchased under the authorization as of September�30, 2014. This amount excludes the fact that on October�28, 2014, the Board of Directors also authorized the repurchase of up to an additional $120 million, which is in addition to the $55 million remaining under the March 2014 common stock repurchase authorization. See section, �Recent Developments,� in Part I, Item�2 for additional information on the October�28, 2014 repurchase authorization.

�

ITEM�6.

Exhibits

�

�

(a)

Exhibits:

Exhibit (11), Statement regarding computation of per-share earnings. See Note 3 of the notes to consolidated financial statements in Part I Item�1.

Exhibit (31.1), Certification Under Section�302 of Sarbanes-Oxley by Philip B. Flynn, Chief Executive Officer.

Exhibit (31.2), Certification Under Section�302 of Sarbanes-Oxley by Christopher J. Del Moral-Niles, Chief Financial Officer.

Exhibit (32), Certification by the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section�1350, as Adopted Pursuant to Section�906 of Sarbanes-Oxley.

Exhibit (101), Interactive data files pursuant to Rule 405 of Regulation S-T: (i)�Unaudited Consolidated Balance Sheets, (ii)�Unaudited Consolidated Statements of Income, (iii)�Unaudited Consolidated Statements of Comprehensive Income, (iv)�Unaudited Consolidated Statements of Changes in Stockholders� Equity, (v)�Unaudited Consolidated Statements of Cash Flows, and (vi)�Notes to Consolidated Financial Statements.

�

86

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Table of Contents

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 hereunto duly authorized.

�

	�	ASSOCIATED BANC-CORP
	�	(Registrant)
Date: October 31, 2014	�	�/s/ Philip B. Flynn
	�	Philip B. Flynn
	�	President and Chief Executive Officer
Date: October 31, 2014	�	�/s/ Christopher J. Del Moral-Niles
	�	Christopher J. Del Moral-Niles
	�	Chief Financial Officer and Principal Accounting Officer

�

87

EXHIBIT 31.1

CERTIFICATION UNDER SECTION�302 OF THE

SARBANES-OXLEY ACT OF 2002

CERTIFICATIONS

I, Philip B. Flynn, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Associated Banc-Corp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant�s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant�s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant�s internal control over financial reporting that occurred during the registrant�s most recent fiscal quarter (the registrant�s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant�s internal control over financial reporting; and

5. The registrant�s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant�s auditors and the audit committee of the registrant�s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant�s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant�s internal control over financial reporting.

�

Date: October�31, 2014	�		�	�/s/ Philip B. Flynn
	�		�	Philip B. Flynn
	�		�	President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION UNDER SECTION�302 OF THE

SARBANES-OXLEY ACT OF 2002

CERTIFICATIONS

I, Christopher J. Del Moral-Niles, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Associated Banc-Corp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant�s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant�s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant�s internal control over financial reporting that occurred during the registrant�s most recent fiscal quarter (the registrant�s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant�s internal control over financial reporting; and

5. The registrant�s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant�s auditors and the audit committee of the registrant�s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant�s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant�s internal control over financial reporting.

�

Date: October�31, 2014	�		�	�/s/ Christopher J. Del Moral-Niles
	�		�	Christopher J. Del Moral-Niles
	�		�	Chief Financial Officer and Principal Accounting Officer

EXHIBIT 32

Certification by the 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

Pursuant to 18 U.S.C. Section�1350, as adopted pursuant to Section�906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Associated Banc-Corp, a Wisconsin corporation (the �Company�), does hereby certify that:

1. The accompanying Quarterly Report of the Company on Form 10-Q for the quarter ended September�30, 2014 (the �Report�), fully complies with the requirements of Section�13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

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