Associated Banc-Corp (ASB) 10-Q 2014 Q2 Quarterly report

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 June 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 July 31, 2014, was 154,864,826.

ASSOCIATED BANC-CORP

TABLE OF CONTENTS

	Page No.
PART I. Financial Information
Item 1. Financial Statements (Unaudited):
Consolidated Balance Sheets — June 30, 2014 and December 31, 2013		3
Consolidated Statements of Income — Three and Six Months Ended June 30, 2014 and 2013		4
Consolidated Statements of Comprehensive Income —Three and Six Months Ended June 30, 2014 and 2013		5
Consolidated Statements of Changes in Stockholders’ Equity — Six Months Ended June  30, 2014 and 2013		6
Consolidated Statements of Cash Flows — Six Months Ended June 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		51
Item 3. Quantitative and Qualitative Disclosures About Market Risk		82
Item 4. Controls and Procedures		82
PART II. Other Information
Item 1. Legal Proceedings		82
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		83
Item 6. Exhibits		83
Signatures		84

2

PART I — FINANCIAL INFORMATION

ITEM 1. Financial Statements:

ASSOCIATED BANC-CORP

Consolidated Balance Sheets

	June 30, 2014 (Unaudited)			December 31, 2013 (Audited)
	(In Thousands, except share and per share data)
ASSETS
Cash and due from banks	$	549,883		$	455,482
Interest-bearing deposits in other financial institutions		78,233			126,018
Federal funds sold and securities purchased under agreements to resell		18,135			20,745
Investment securities held to maturity, at amortized cost		246,050			175,210
Investment securities available for sale, at fair value		5,506,379			5,250,585
Federal Home Loan Bank and Federal Reserve Bank stocks, at cost		186,247			181,249
Loans held for sale		78,657			64,738
Loans		17,045,052			15,896,261
Allowance for loan losses		(271,851	)		(268,315	)
Loans, net		16,773,201			15,627,946
Premises and equipment, net		264,735			270,890
Goodwill		929,168			929,168
Other intangible assets, net		70,538			74,464
Trading assets		40,630			43,728
Other assets		985,930			1,006,697
Total assets	$	25,727,786		$	24,226,920
LIABILITIES AND STOCKHOLDERS’ EQUITY
Noninterest-bearing demand deposits	$	4,211,057		$	4,626,312
Interest-bearing deposits		13,105,202			12,640,855
Total deposits		17,316,259			17,267,167
Federal funds purchased and securities sold under agreements to repurchase		959,051			475,442
Other short-term funding		1,378,120			265,484
Long-term funding		2,931,809			3,087,267
Trading liabilities		43,311			46,470
Accrued expenses and other liabilities		169,290			193,800
Total liabilities		22,797,840			21,335,630
Stockholders’ equity
Preferred equity		61,024			61,862
Common stock		1,750			1,750
Surplus		1,628,356			1,617,990
Retained earnings		1,432,518			1,392,508
Accumulated other comprehensive income (loss)		10,494			(24,244	)
Treasury stock, at cost		(204,196	)		(158,576	)
Total stockholders’ equity		2,929,946			2,891,290
Total liabilities and stockholders’ equity	$	25,727,786		$	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		175,012,686			175,012,686
Common shares authorized (par value $0.01 per share)		250,000,000			250,000,000
Treasury shares of common stock		13,464,882			10,874,182

See accompanying notes to consolidated financial statements.

3

ITEM 1. Financial Statements Continued:

ASSOCIATED BANC-CORP

Consolidated Statements of Income

(Unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,
	2014		2013			2014		2013
	(In Thousands, except per share data)
INTEREST INCOME
Interest and fees on loans	$	146,629	$	146,896		$	290,016	$	292,423
Interest and dividends on investment securities
Taxable		26,109		21,446			52,366		43,059
Tax exempt		7,030		6,785			14,001		13,750
Other interest		1,862		1,233			3,311		2,480
Total interest income		181,630		176,360			359,694		351,712
INTEREST EXPENSE
Interest on deposits		6,195		7,769			12,354		16,310
Interest on Federal funds purchased and securities sold under agreements to repurchase		306		333			611		743
Interest on other short-term funding		280		525			396		857
Interest on long-term funding		6,146		7,551			12,657		15,967
Total interest expense		12,927		16,178			26,018		33,877
NET INTEREST INCOME		168,703		160,182			333,676		317,835
Provision for credit losses		5,000		5,300			10,000		8,600
Net interest income after provision for credit losses		163,703		154,882			323,676		309,235
NONINTEREST INCOME
Trust service fees		12,017		11,405			23,728		22,315
Service charges on deposit accounts		17,412		17,443			33,812		34,272
Card-based and other nondeposit fees		12,577		12,591			25,086		24,541
Insurance commissions		13,651		9,631			25,968		21,394
Brokerage and annuity commissions		4,520		3,688			8,553		7,204
Mortgage banking, net		5,362		19,263			11,723		37,028
Capital market fees, net		2,099		5,074			4,421		7,657
Bank owned life insurance income		3,011		3,281			7,331		6,251
Asset gains (losses), net		899		(44	)		1,627		792
Investment securities gains, net		34		34			412		334
Other		665		1,944			3,107		4,522
Total noninterest income		72,247		84,310			145,768		166,310
NONINTEREST EXPENSE
Personnel expense		97,793		99,791			195,491		197,698
Occupancy		13,785		14,305			29,345		29,967
Equipment		6,227		6,462			12,503		12,629
Technology		14,594		12,651			27,318		24,159
Business development and advertising		5,077		5,028			10,139		9,565
Other intangible asset amortization		991		1,011			1,982		2,022
Loan expense		3,620		3,044			6,407		6,328
Legal and professional fees		4,436		5,483			8,624		10,828
Losses other than loans		381		499			925		883
Foreclosure / OREO expense		1,575		2,302			3,471		4,724
FDIC expense		4,945		4,395			9,946		9,827
Other		14,501		13,725			29,432		27,681
Total noninterest expense		167,925		168,696			335,583		336,311
Income before income taxes		68,025		70,496			133,861		139,234
Income tax expense		21,660		22,608			42,297		43,958
Net income		46,365		47,888			91,564		95,276
Preferred stock dividends		1,278		1,300			2,522		2,600
Net income available to common equity	$	45,087	$	46,588		$	89,042	$	92,676
Earnings per common share:
Basic	$	0.28	$	0.28		$	0.55	$	0.55
Diluted	$	0.28	$	0.28		$	0.55	$	0.55
Average common shares outstanding:
Basic		159,940		166,605			160,699		167,415
Diluted		160,838		166,748			161,513		167,552

See accompanying notes to consolidated financial statements.

4

ITEM 1. Financial Statements Continued:

ASSOCIATED BANC-CORP

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	($ in Thousands)
Net income	$	46,365		$	47,888		$	91,564		$	95,276
Other comprehensive income (loss), net of tax:
Investment securities available for sale:
Net unrealized gains (losses)		35,557			(111,829	)		56,184			(121,760	)
Reclassification adjustment for net gains realized in net income		(34	)		(34	)		(412	)		(334	)
Income tax (expense) benefit		(13,655	)		43,188			(21,441	)		47,138
Other comprehensive income (loss) on investment securities available for sale		21,868			(68,675	)		34,331			(74,956	)
Defined benefit pension and postretirement obligations:
Amortization of prior service cost		15			17			30			35
Amortization of actuarial losses		316			1,073			632			2,145
Income tax expense		(128	)		(421	)		(255	)		(842	)
Other comprehensive income on pension and postretirement obligations		203			669			407			1,338
Total other comprehensive income (loss)		22,071			(68,006	)		34,738			(73,618	)
Comprehensive income (loss)	$	68,436		$	(20,118	)	$	126,302		$	21,658

See accompanying notes to consolidated financial statements.

5

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		—			—		—		95,276			—			—			95,276
Other comprehensive loss		—			—		—		—			(73,618	)		—			(73,618	)
Comprehensive income																		21,658
Common stock issued:
Stock-based compensation plans, net		—			—		387		(16,793	)		—			20,401			3,995
Purchase of treasury stock		—			—		—		—			—			(63,239	)		(63,239	)
Cash dividends:
Common stock, $0.16 per share		—			—		—		(26,957	)		—			—			(26,957	)
Preferred stock		—			—		—		(2,600	)		—			—			(2,600	)
Stock-based compensation expense, net		—			—		7,571		—			—			—			7,571
Tax benefit of stock options		—			—		149		—			—			—			149
Balance, June 30, 2013	$	63,272		$	1,750	$	1,610,243	$	1,330,737		$	(25,015	)	$	(104,011	)	$	2,876,976
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		—			—		—		91,564			—			—			91,564
Other comprehensive income		—			—		—		—			34,738			—			34,738
Comprehensive income																		126,302
Common stock issued:
Stock-based compensation plans, net		—			—		1,071		(19,735	)		—			27,027			8,363
Purchase of treasury stock		—			—		—		—			—			(72,647	)		(72,647	)
Cash dividends:
Common stock, $0.18 per share		—			—		—		(29,175	)		—			—			(29,175	)
Preferred stock		—			—		—		(2,522	)		—			—			(2,522	)
Purchase of preferred stock		(838	)		—		—		(122	)		—			—			(960	)
Stock-based compensation expense, net		—			—		8,468		—			—			—			8,468
Tax benefit of stock options		—			—		827		—			—			—			827
Balance, June 30, 2014	$	61,024		$	1,750	$	1,628,356	$	1,432,518		$	10,494		$	(204,196	)	$	2,929,946

See accompanying notes to consolidated financial statements.

6

ITEM 1. Financial Statements Continued:

ASSOCIATED BANC-CORP

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended June 30,
	2014			2013
	($ in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	91,564		$	95,276
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		10,000			8,600
Depreciation and amortization		25,834			24,016
Addition to (recovery of) valuation allowance on mortgage servicing rights, net		119			(13,282	)
Amortization of mortgage servicing rights		5,545			9,191
Amortization of other intangible assets		1,982			2,022
Amortization and accretion on earning assets, funding, and other, net		13,788			26,294
Tax impact of stock based compensation		827			149
Gain on sales of investment securities, net		(412	)		(334	)
Gain on sales of assets and impairment write-downs, net		(1,627	)		(792	)
Gain on mortgage banking activities, net		(8,169	)		(14,808	)
Mortgage loans originated and acquired for sale		(479,449	)		(1,463,808	)
Proceeds from sales of mortgage loans held for sale		478,688			1,525,083
Pension contributions		—			(10,000	)
Increase in interest receivable		(1,617	)		(2,581	)
Decrease in interest payable		(880	)		(1,177	)
Net change in other assets and other liabilities		(19,677	)		9,312
Net cash provided by operating activities		116,516			193,161
CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in loans		(1,166,685	)		(392,504	)
Purchases of:
Available for sale securities		(673,073	)		(911,453	)
Premises, equipment, and software, net of disposals		(19,365	)		(31,548	)
FHLB stock		(4,997	)		(28,399	)
Held to maturity securities		(70,581	)		(36,181	)
Other assets		(461	)		(884	)
Proceeds from:
Sales of available for sale securities		80,362			64,055
Prepayments, calls, and maturities of available for sale securities		373,692			775,952
Prepayments, calls, and maturities of held to maturity securities		5,670			—
FHLB stock		—			14,399
Prepayments, calls, and maturities of other assets		17,913			21,100
Sales of loans originated for investment		—			12,172
Net cash used in investing activities		(1,457,525	)		(513,291	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits		49,092			192,571
Net increase in short-term funding		1,596,245			437,561
Repayment of long-term funding		(155,018	)		(400,110	)
Purchase of preferred stock		(960	)		—
Cash dividends on common stock		(29,175	)		(26,957	)
Cash dividends on preferred stock		(2,522	)		(2,600	)
Purchase of treasury stock		(72,647	)		(63,239	)
Net cash provided by financing activities		1,385,015			137,226
Net increase (decrease) in cash and cash equivalents		44,006			(182,904	)
Cash and cash equivalents at beginning of period		602,245			737,873
Cash and cash equivalents at end of period	$	646,251		$	554,969
Supplemental disclosures of cash flow information:
Cash paid for interest	$	26,971		$	34,997
Cash paid for income taxes		38,667			20,419
Loans and bank premises transferred to other real estate owned		12,049			14,716
Capitalized mortgage servicing rights		3,720			11,367

See accompanying notes to consolidated financial statements.

7

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.

8

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.

	For the Three Months Ended						For the Six Months Ended
	June 30						June 30
	2014			2013			2014			2013
	(In Thousands, except per share data)
Net income	$	46,365		$	47,888		$	91,564		$	95,276
Preferred stock dividends		(1,278	)		(1,300	)		(2,522	)		(2,600	)
Net income available to common equity	$	45,087		$	46,588		$	89,042		$	92,676
Common shareholder dividends		(14,393	)		(13,305	)		(28,881	)		(26,682	)
Dividends on unvested share-based payment awards		(143	)		(168	)		(294	)		(275	)
Undistributed earnings	$	30,551		$	33,115		$	59,867		$	65,719
Undistributed earnings allocated to common shareholders		30,247			32,864			59,375			65,239
Undistributed earnings allocated to unvested share-based payment awards		304			251			492			480
Undistributed earnings	$	30,551		$	33,115		$	59,867		$	65,719
Basic
Distributed earnings to common shareholders	$	14,393		$	13,305		$	28,881		$	26,682
Undistributed earnings allocated to common shareholders		30,247			32,864			59,375			65,239
Total common shareholders earnings, basic	$	44,640		$	46,169		$	88,256		$	91,921
Diluted
Distributed earnings to common shareholders	$	14,393		$	13,305		$	28,881		$	26,682
Undistributed earnings allocated to common shareholders		30,247			32,864			59,375			65,239
Total common shareholders earnings, diluted	$	44,640		$	46,169		$	88,256		$	91,921
Weighted average common shares outstanding		159,940			166,605			160,699			167,415
Effect of dilutive common stock awards		898			143			814			137
Diluted weighted average common shares outstanding		160,838			166,748			161,513			167,552
Basic earnings per common share	$	0.28		$	0.28		$	0.55		$	0.55
Diluted earnings per common share	$	0.28		$	0.28		$	0.55		$	0.55

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

9

NOTE 4: Stock-Based Compensation

At June 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 may issue restricted common stock and restricted common stock units to certain key employees (collectively referred to as “restricted stock awards”). 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, total shareholder return, and continued employment or meeting the requirements for retirement.

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. 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 six 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. The plan provides that restricted common stock and stock options will immediately become fully vested upon retirement from the Corporation of those colleagues whose retirements meet the early retirement or normal retirement definitions under the plan (“retirement eligible colleagues”).

10

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

						Weighted Average		Aggregate Intrinsic
				Weighted Average		Remaining		Value
Stock Options	Shares			Exercise Price		Contractual Term		(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		(554,339	)		13.76
Forfeited or expired		(511,411	)		25.19
Outstanding at June 30, 2014		8,357,945		$	18.11		6.40	$	22,723
Options exercisable at June 30, 2014		5,434,125		$	19.61		5.10		14,646

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

				Weighted Average
Stock Options	Shares			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		(1,476,283	)		4.95
Forfeited		(99,872	)		4.44
Nonvested at June 30, 2014		2,923,820		$	3.76

For both the six months ended June 30, 2014 and the year ended December 31, 2013, the intrinsic value of stock options exercised was $2 million. The total fair value of stock options that vested was $7 million for the first six months of 2014 and $9 million for the year ended December 31, 2013. For the six months ended June 30, 2014 and 2013, the Corporation recognized compensation expense for the vesting of stock options of $3 million and $4 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 June 30, 2014, the Corporation had $8 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

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

				Weighted Average
Restricted Stock	Shares			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		1,135,580			17.41
Vested		(518,017	)		14.10
Forfeited		(68,333	)		14.62
Outstanding at June 30, 2014		2,060,995		$	15.77

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 $5 million and $4 million was recognized for the six months ended June 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 $950,000 of expense for the accelerated vesting of restricted stock awards granted to retirement eligible colleagues. The Corporation had $27 million of unrecognized compensation costs related to restricted stock awards at June 30, 2014 that is expected to be recognized over the remaining requisite service periods that extend predominantly through fourth quarter 2018.

The Corporation issues shares from treasury, when available, 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

NOTE 5: Investment Securities

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

			Gross		Gross
	Amortized		unrealized		unrealized
June 30, 2014:	cost		gains		losses			Fair value
	($ in Thousands)
Investment securities available for sale:
U.S. Treasury securities	$	1,000	$	—	$	—		$	1,000
Obligations of state and political subdivisions (municipal securities)		626,798		27,344		(102	)		654,040
Residential mortgage-related securities:
Government-sponsored enterprise (“GSE”)		3,852,274		69,798		(40,151	)		3,881,921
Private-label		2,597		18		(1	)		2,614
GNMA commercial mortgage-related securities		961,507		2,516		(23,681	)		940,342
Asset-backed securities (1)		19,396		—		(1	)		19,395
Other securities (debt and equity)		7,026		41		—			7,067
Total investment securities available for sale	$	5,470,598	$	99,717	$	(63,936	)	$	5,506,379
Investment securities held to maturity:
Obligations of state and political subdivisions (municipal securities)	$	246,050	$	4,645	$	(1,466	)	$	249,229
Total investment securities held to maturity	$	246,050	$	4,645	$	(1,466	)	$	249,229

(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.

			Gross		Gross
	Amortized		unrealized		unrealized
December 31, 2013:	cost		gains		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

13

The amortized cost and fair values of investment securities available for sale and held to maturity at June 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	$	22,819	$	23,062		$	500	$	501
Due after one year through five years		227,162		238,489			229		230
Due after five years through ten years		375,089		390,394			94,136		94,505
Due after ten years		9,736		10,112			151,185		153,993
Total debt securities		634,806		662,057			246,050		249,229
Residential mortgage-related securities:
GSE		3,852,274		3,881,921			—		—
Private-label		2,597		2,614			—		—
GNMA commercial mortgage-related securities		961,507		940,342			—		—
Asset-backed securities		19,396		19,395			—		—
Equity securities		18		50			—		—
Total investment securities	$	5,470,598	$	5,506,379		$	246,050	$	249,229
Ratio of Fair Value to Amortized Cost				100.7	%				101.3	%

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 June 30, 2014.

	Less than 12 months							12 months or more							Total
	Number of		Unrealized			Fair		Number of		Unrealized			Fair		Unrealized			Fair
June 30, 2014:	Securities		Losses			Value		Securities		Losses			Value		Losses			Value
			($ in Thousands)
Investment securities available for sale:
Obligations of state and political subdivisions (municipal securities)		13	$	(11	)	$	5,281		21	$	(91	)	$	9,066	$	(102	)	$	14,347
Residential mortgage-related securities:
GSE		8		(131	)		47,505		63		(40,020	)		1,452,736		(40,151	)		1,500,241
Private-label		—		—			—		2		(1	)		34		(1	)		34
GNMA commercial mortgage-related securities		9		(1,081	)		216,723		15		(22,600	)		396,357		(23,681	)		613,080
Asset backed securities		2		(1	)		19,395		—		—			—		(1	)		19,395
Total			$	(1,224	)	$	288,904			$	(62,712	)	$	1,858,193	$	(63,936	)	$	2,147,097
Investment securities held to maturity:
Obligations of state and political subdivisions (municipal securities)		44	$	(168	)	$	19,880		132	$	(1,298	)	$	59,720	$	(1,466	)	$	79,600
Total			$	(168	)	$	19,880			$	(1,298	)	$	59,720	$	(1,466	)	$	79,600

14

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
	Number							Number
	of		Unrealized					of		Unrealized					Unrealized
December 31, 2013:	Securities		Losses			Fair Value		Securities		Losses			Fair Value		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. For certain debt securities in unrealized loss positions, the Corporation prepares cash flow analyses to compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security.

Based on the Corporation’s evaluation, management does not believe any unrealized loss at June 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 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 June 30, 2014, as well as spread compression on mortgage-related and municipal securities, which increased the fair value of investment securities.

15

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 six months ended June 30, 2014, respectively.

	Private-label
	Mortgage- Related			Trust Preferred
	Securities			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		—			4,279			4,279
Balance of credit-related other-than-temporary impairment at June 30, 2014	$	—		$	(2,000	)	$	(2,000	)

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 $115 million at June 30, 2014 and $110 million at December 31, 2013 and Federal Reserve Bank stock of $71 million at both June 30, 2014 and December 31, 2013.

The Corporation reviewed these securities for impairment, including but not limited to, consideration of operating performance, the severity and duration of market value declines, as well as its liquidity and funding position. After evaluating all of these considerations, the Corporation believes the cost of these investments will be recovered and no impairment has been recorded on these securities during 2013 or the first six months of 2014.

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

The period end loan composition was as follows.

	June 30,		December 31,
	2014		2013
	($ in Thousands)
Commercial and industrial	$	5,616,205	$	4,822,680
Commercial real estate—owner occupied		1,070,463		1,114,715
Lease financing		51,873		55,483
Commercial and business lending		6,738,541		5,992,878
Commercial real estate—investor		2,990,732		2,939,456
Real estate construction		1,000,421		896,248
Commercial real estate lending		3,991,153		3,835,704
Total commercial		10,729,694		9,828,582
Home equity		1,713,372		1,825,014
Installment and credit cards		469,203		407,074
Residential mortgage		4,132,783		3,835,591
Total consumer		6,315,358		6,067,679
Total loans	$	17,045,052	$	15,896,261

16

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

	Six Months Ended			Year Ended
	June 30, 2014			December 31, 2013
	($ in Thousands)
Allowance for Loan Losses:
Balance at beginning of period	$	268,315		$	297,409
Provision for loan losses		11,500			10,000
Charge offs		(20,468	)		(88,061	)
Recoveries		12,504			48,967
Net charge offs		(7,964	)		(39,094	)
Balance at end of period	$	271,851		$	268,315
Allowance for Unfunded Commitments:
Balance at beginning of period	$	21,900		$	21,800
Provision for unfunded commitments		(1,500	)		100
Balance at end of period	$	20,400		$	21,900
Allowance for Credit Losses	$	292,251		$	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 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

A summary of the changes in the allowance for loan losses by portfolio segment for the six months ended June 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		18,684			1,638			674			(6,232	)		(3,092	)		133			(628	)		323			11,500
Charge offs		(7,912	)		(437	)		(29	)		(775	)		(1,232	)		(7,056	)		(690	)		(2,337	)		(20,468	)
Recoveries		6,564			1,111			—			2,045			324			1,833			330			297			12,504
Balance at Jun 30, 2014	$	121,837		$	21,788		$	2,252		$	53,194		$	19,418		$	27,106		$	1,428		$	24,828		$	271,851
Allowance for loan losses:
Ending balance impaired loans individually evaluated for impairment	$	8,329		$	2,524		$	620		$	3,598		$	162		$	5		$	—		$	27		$	15,265
Ending balance impaired loans collectively evaluated for impairment	$	2,985		$	2,312		$	3		$	3,520		$	1,368		$	11,668		$	282		$	11,082		$	33,220
Total impaired loans	$	11,314		$	4,836		$	623		$	7,118		$	1,530		$	11,673		$	282		$	11,109		$	48,485
Ending balance all other loans collectively evaluated for impairment	$	110,523		$	16,952		$	1,629		$	46,076		$	17,888		$	15,433		$	1,146		$	13,719		$	223,366
Total	$	121,837		$	21,788		$	2,252		$	53,194		$	19,418		$	27,106		$	1,428		$	24,828		$	271,851
Loans:
Ending balance impaired loans individually evaluated for impairment	$	34,371		$	24,998		$	1,532		$	23,958		$	4,045		$	1,039		$	—		$	10,069		$	100,012
Ending balance impaired loans collectively evaluated for impairment	$	35,324		$	18,895		$	9		$	45,935		$	4,167		$	30,278		$	1,956		$	57,031		$	193,595
Total impaired loans	$	69,695		$	43,893		$	1,541		$	69,893		$	8,212		$	31,317		$	1,956		$	67,100		$	293,607
Ending balance all other loans collectively evaluated for impairment	$	5,546,510		$	1,026,570		$	50,332		$	2,920,839		$	992,209		$	1,682,055		$	467,247		$	4,065,683		$	16,751,445
Total	$	5,616,205		$	1,070,463		$	51,873		$	2,990,732		$	1,000,421		$	1,713,372		$	469,203		$	4,132,783		$	17,045,052

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

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

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

	Pass		Special Mention		Potential Problem		Impaired		Total
	($ in Thousands)
Commercial and industrial	$	5,230,000	$	129,259	$	187,251	$	69,695	$	5,616,205
Commercial real estate—owner occupied		928,380		40,433		57,757		43,893		1,070,463
Lease financing		46,724		1,328		2,280		1,541		51,873
Commercial and business lending		6,205,104		171,020		247,288		115,129		6,738,541
Commercial real estate—investor		2,843,155		45,781		31,903		69,893		2,990,732
Real estate construction		984,294		3,442		4,473		8,212		1,000,421
Commercial real estate lending		3,827,449		49,223		36,376		78,105		3,991,153
Total commercial	$	10,032,553	$	220,243	$	283,664	$	193,234	$	10,729,694
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 June 30, 2014.

	Performing		30-89 Days Past Due		Potential Problem		Impaired		Total
	($ in Thousands)
Home equity	$	1,670,147	$	10,809	$	1,099	$	31,317	$	1,713,372
Installment and credit cards		464,669		1,734		844		1,956		469,203
Residential mortgage		4,056,168		7,070		2,445		67,100		4,132,783
Total consumer	$	6,190,984	$	19,613	$	4,388	$	100,373	$	6,315,358
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

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

The following table presents loans by past due status at June 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	$	1,447	$	1,072	$	289	$	2,808	$	5,572,551	$	5,575,359
Commercial real estate—owner occupied		3,087		3,236		—		6,323		1,032,415		1,038,738
Lease financing		—		556		—		556		49,776		50,332
Commercial and business lending		4,534		4,864		289		9,687		6,654,742		6,664,429
Commercial real estate—investor		772		2,222		—		2,994		2,959,603		2,962,597
Real estate construction		258		—		—		258		993,175		993,433
Commercial real estate lending		1,030		2,222		—		3,252		3,952,778		3,956,030
Total commercial		5,564		7,086		289		12,939		10,607,520		10,620,459
Home equity		8,299		2,510		—		10,809		1,681,690		1,692,499
Installment and credit cards		1,054		680		1,435		3,169		465,263		468,432
Residential mortgage		6,954		116		53		7,123		4,077,313		4,084,436
Total consumer		16,307		3,306		1,488		21,101		6,224,266		6,245,367
Total accruing loans	$	21,871	$	10,392	$	1,777	$	34,040	$	16,831,786	$	16,865,826
Nonaccrual loans
Commercial and industrial	$	772	$	1,575	$	4,775	$	7,122	$	33,724	$	40,846
Commercial real estate—owner occupied		807		184		12,684		13,675		18,050		31,725
Lease financing		—		1,532		9		1,541		—		1,541
Commercial and business lending		1,579		3,291		17,468		22,338		51,774		74,112
Commercial real estate—investor		—		1,238		14,616		15,854		12,281		28,135
Real estate construction		178		51		1,776		2,005		4,983		6,988
Commercial real estate lending		178		1,289		16,392		17,859		17,264		35,123
Total commercial		1,757		4,580		33,860		40,197		69,038		109,235
Home equity		1,631		1,936		10,214		13,781		7,092		20,873
Installment and credit cards		97		40		216		353		418		771
Residential mortgage		3,014		5,440		21,676		30,130		18,217		48,347
Total consumer		4,742		7,416		32,106		44,264		25,727		69,991
Total nonaccrual loans	$	6,499	$	11,996	$	65,966	$	84,461	$	94,765	$	179,226
Total loans
Commercial and industrial	$	2,219	$	2,647	$	5,064	$	9,930	$	5,606,275	$	5,616,205
Commercial real estate—owner occupied		3,894		3,420		12,684		19,998		1,050,465		1,070,463
Lease financing		—		2,088		9		2,097		49,776		51,873
Commercial and business lending		6,113		8,155		17,757		32,025		6,706,516		6,738,541
Commercial real estate—investor		772		3,460		14,616		18,848		2,971,884		2,990,732
Real estate construction		436		51		1,776		2,263		998,158		1,000,421
Commercial real estate lending		1,208		3,511		16,392		21,111		3,970,042		3,991,153
Total commercial		7,321		11,666		34,149		53,136		10,676,558		10,729,694
Home equity		9,930		4,446		10,214		24,590		1,688,782		1,713,372
Installment and credit cards		1,151		720		1,651		3,522		465,681		469,203
Residential mortgage		9,968		5,556		21,729		37,253		4,095,530		4,132,783
Total consumer		21,049		10,722		33,594		65,365		6,249,993		6,315,358
Total loans	$	28,370	$	22,388	$	67,743	$	118,501	$	16,926,551	$	17,045,052

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

22

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).

23

The following table presents impaired loans at June 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	$	61,673	$	68,860	$	11,314	$	63,375	$	574
Commercial real estate—owner occupied		26,477		29,237		4,836		27,144		380
Lease financing		1,541		1,541		623		1,548		—
Commercial and business lending		89,691		99,638		16,773		92,067		954
Commercial real estate—investor		60,614		64,582		7,118		61,367		1,126
Real estate construction		6,407		10,249		1,530		6,847		53
Commercial real estate lending		67,021		74,831		8,648		68,214		1,179
Total commercial		156,712		174,469		25,421		160,281		2,133
Home equity		30,456		34,346		11,673		31,114		704
Installment and credit cards		1,956		2,180		282		2,033		30
Residential mortgage		58,169		62,548		11,109		58,824		888
Total consumer		90,581		99,074		23,064		91,971		1,622
Total loans	$	247,293	$	273,543	$	48,485	$	252,252	$	3,755
Loans with no related allowance
Commercial and industrial	$	8,022	$	13,598	$	—	$	9,749	$	9
Commercial real estate—owner occupied		17,416		20,810		—		17,867		35
Lease financing		—		—		—		—		—
Commercial and business lending		25,438		34,408		—		27,616		44
Commercial real estate—investor		9,279		13,400		—		9,406		44
Real estate construction		1,805		2,953		—		2,379		24
Commercial real estate lending		11,084		16,353		—		11,785		68
Total commercial		36,522		50,761		—		39,401		112
Home equity		861		865		—		869		14
Installment and credit cards		—		—		—		—		—
Residential mortgage		8,931		9,050		—		8,971		59
Total consumer		9,792		9,915		—		9,840		73
Total loans	$	46,314	$	60,676	$	—	$	49,241	$	185
Total
Commercial and industrial	$	69,695	$	82,458	$	11,314	$	73,124	$	583
Commercial real estate—owner occupied		43,893		50,047		4,836		45,011		415
Lease financing		1,541		1,541		623		1,548		—
Commercial and business lending		115,129		134,046		16,773		119,683		998
Commercial real estate—investor		69,893		77,982		7,118		70,773		1,170
Real estate construction		8,212		13,202		1,530		9,226		77
Commercial real estate lending		78,105		91,184		8,648		79,999		1,247
Total commercial		193,234		225,230		25,421		199,682		2,245
Home equity		31,317		35,211		11,673		31,983		718
Installment and credit cards		1,956		2,180		282		2,033		30
Residential mortgage		67,100		71,598		11,109		67,795		947
Total consumer		100,373		108,989		23,064		101,811		1,695
Total loans(b)	$	293,607	$	334,219	$	48,485	$	301,493	$	3,940

(a) Interest income recognized included $3 million of interest income recognized on accruing restructured loans for the six months ended June 30, 2014.

(b) The fair value mark on impaired loans at June 30, 2014, was 73%. The fair value mark is calculated as the recorded investment, net of the related allowance, divided by the unpaid principal balance.

24

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

25

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 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 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 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 $17 million recorded investment in loans modified in a troubled debt restructuring for the six months ended June 30, 2014, of which $2 million were in accrual status and $15 million were in nonaccrual pending a sustained period of repayment.

As of June 30, 2014 and December 31, 2013, there were $72 million and $60 million, respectively, of nonaccrual restructured loans, and $114 million and $124 million, respectively, of performing restructured loans, included within impaired loans. 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.

	June 30, 2014				December 31, 2013
	Performing Restructured Loans		Nonaccrual Restructured Loans *		Performing Restructured Loans		Nonaccrual Restructured Loans *
	($ in Thousands)
Commercial and industrial	$	28,849	$	8,150	$	32,517	$	6,900
Commercial real estate—owner occupied		12,168		15,126		13,009		10,999
Commercial real estate—investor		41,758		15,627		44,946		18,069
Real estate construction		1,224		3,028		3,793		2,065
Home equity		10,444		6,736		9,633		5,419
Installment and credit cards		1,185		249		246		451
Residential mortgage		18,753		23,472		19,841		15,682
Total	$	114,381	$	72,388	$	123,985	$	59,585

* Nonaccrual restructured loans have been included with nonaccrual loans.

26

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

	Three Months Ended June 30, 2014						Six Months Ended June 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		3	$	526	$	534		11	$	3,889	$	7,736
Commercial real estate—owner occupied		1		894		894		5		6,096		6,652
Commercial real estate—investor		—		—		—		1		493		508
Real estate construction		1		6		6		1		6		6
Home equity		35		1,630		1,723		62		2,476		2,693
Installment and credit cards		1		16		16		2		25		35
Residential mortgage		28		1,942		2,435		48		4,430		5,103
Total		69	$	5,014	$	5,608		130	$	17,415	$	22,733

(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 six months ended June 30, 2013, and the recorded investment and unpaid principal balance as of June 30, 2013.

	Three Months Ended June 30, 2013						Six Months Ended June 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		25	$	4,323	$	4,414		43	$	6,401	$	8,074
Commercial real estate—owner occupied		7		4,086		4,194		10		6,270		6,388
Commercial real estate—investor		3		1,801		1,948		8		3,822		4,029
Real estate construction		2		51		80		7		2,004		2,057
Home equity		29		2,114		2,640		62		3,580		4,192
Installment		1		34		34		2		199		202
Residential mortgage		26		3,482		3,879		56		5,365		6,072
Total		93	$	15,891	$	17,189		188	$	27,641	$	31,014

(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 six months ended June 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 primarily included maturity date extensions, interest rate concessions, payment schedule modifications, non-reaffirmed Chapter 7 bankruptcies, or a combination of these concessions for the three and six months ended June 30, 2014.

27

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 six months ended June 30, 2014, as well as the recorded investment in these restructured loans as of June 30, 2014.

	Three Months Ended June 30, 2014				Six Months Ended June 30, 2014
	Number of Loans		Recorded Investment		Number of Loans		Recorded Investment
	($ in Thousands)
Commercial and industrial		2	$	135		2	$	135
Commercial real estate—owner occupied		2		612		2		612
Commercial real estate—investor		1		1,291		1		1,291
Real estate construction		—		—		1		161
Home equity		13		414		18		651
Installment and credit cards		1		16		2		25
Residential mortgage		20		1,565		32		3,334
Total		39	$	4,033		58	$	6,209

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 six months ended June 30, 2013, as well as the recorded investment in these restructured loans as of June 30, 2013.

	Three Months Ended June 30, 2013				Six Months Ended June 30, 2013
	Number of Loans		Recorded Investment		Number of Loans		Recorded Investment
	($ in Thousands)
Commercial and industrial		15	$	711		22	$	1,798
Commercial real estate—owner occupied		2		43		3		115
Commercial real estate—investor		2		82		5		1,598
Real estate construction		2		41		2		41
Home equity		10		633		13		740
Residential mortgage		7		952		10		1,405
Total		38	$	2,462		55	$	5,697

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

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 June 30, 2014.

At June 30, 2014, the Corporation had goodwill of $929 million, including goodwill of $428 million assigned to the Corporate and Commercial Banking reporting unit and goodwill of $501 million assigned to the Community and Consumer Banking reporting unit. There was no change in the carrying amount of goodwill for the six months ended June 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.

	Six Months Ended			Year Ended
	June 30, 2014			December 31, 2013
	($ in Thousands)
Core deposit intangibles:
Gross carrying amount	$	36,230		$	36,230
Accumulated amortization		(33,107	)		(31,565	)
Net book value	$	3,123		$	4,665
Amortization during the period	$	1,542		$	3,122
Other intangibles:
Gross carrying amount	$	19,283		$	19,283
Accumulated amortization		(13,204	)		(12,764	)
Net book value	$	6,079		$	6,519
Amortization during the period	$	440		$	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

29

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 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.

	Six Months Ended			Year Ended
	June 30, 2014			December 31, 2013
	($ in Thousands)
Mortgage servicing rights:
Mortgage servicing rights at beginning of period	$	64,193		$	61,425
Additions		3,720			18,256
Amortization		(5,545	)		(15,488	)
Mortgage servicing rights at end of period	$	62,368		$	64,193
Valuation allowance at beginning of period		(913	)		(15,476	)
(Additions) recoveries, net		(119	)		14,563
Valuation allowance at end of period		(1,032	)		(913	)
Mortgage servicing rights, net	$	61,336		$	63,280
Fair value of mortgage servicing rights	$	67,699		$	74,444
Portfolio of residential mortgage loans serviced for others (“servicing portfolio”)		8,052,000			8,084,000
Mortgage servicing rights, net to servicing portfolio		0.76	%		0.78	%
Mortgage servicing rights expense (1)	$	5,664		$	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

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 June 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.

	Core Deposit		Other		Mortgage Servicing
	Intangibles		Intangibles		Rights
	($ in Thousands)
Estimated amortization expense:
Six months ending December 31, 2014	$	1,326	$	439	$	5,603
Year ending December 31, 2015		1,404		839		9,662
Year ending December 31, 2016		281		803		7,934
Year ending December 31, 2017		112		770		6,550
Year ending December 31, 2018		—		740		5,431
Year ending December 31, 2019		—		441		4,530
Beyond 2019		—		2,047		22,658
Total Estimated Amortization Expense	$	3,123	$	6,079	$	62,368

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.

	June 30,		December 31,
	2014		2013
	($ in Thousands)
Short-Term Funding
Federal funds purchased	$	269,165	$	56,195
Securities sold under agreements to repurchase		689,886		419,247
Federal funds purchased and securities sold under agreements to repurchase		959,051		475,442
FHLB advances		1,300,000		200,000
Commercial paper		78,120		65,484
Other short-term funding		1,378,120		265,484
Total short-term funding	$	2,337,171	$	740,926
Long-Term Funding
FHLB advances	$	2,500,278	$	2,500,297
Senior notes, at par		430,000		585,000
Other long-term funding and capitalized costs		1,531		1,970
Total long-term funding	$	2,931,809	$	3,087,267
Total short and long-term funding	$	5,268,980	$	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: At June 30, 2014, the long-term FHLB advances had a weighted-average interest rate of 0.12%, compared to 0.10% at December 31, 2013. During the fourth quarter of 2013, the Corporation executed $2.5 billion of five year, variable rate FHLB advances that are putable, at our option, without penalty after six months. The FHLB advances are indexed to the FHLB discount note plus 6 basis points 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

Senior notes: In March 2011, the Corporation issued $300 million of senior notes at a discount. In September 2011, the Corporation issued an additional $130 million of senior notes at a premium. The 2011 senior note issuances mature on March 28, 2016 and have a fixed coupon interest rate of 5.125%. In September 2012, the Corporation issued $155 million of senior notes at a discount. The Corporation redeemed the 2012 senior notes during February 2014.

NOTE 9: Income Taxes

The Corporation recognized income tax expense of $42 million for the first half of 2014, compared to income tax expense of $44 million for the first half of 2013. The effective tax rate was 31.60% for the first half of 2014, compared to an effective tax rate of 31.57% for the first half 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 may also use 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 $26 million of investment securities as collateral at June 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. As such, the Corporation is required to pledge cash collateral for the margin. At June 30, 2014, the Corporation posted cash collateral for the margin of $12 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.

32

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		Fair			Balance Sheet	Receive			Pay
	Amount		Value			Category	Rate(1)			Rate(1)			Maturity
June 30, 2014
Interest rate-related instruments—customer and mirror	$	1,713,968	$	39,839		Trading assets		1.55	%		1.55	%		44	months
Interest rate-related instruments—customer and mirror		1,713,968		(42,683	)	Trading liabilities		1.55	%		1.55	%		44	months
Interest rate lock commitments (mortgage)		144,568		2,050		Other assets		—			—				—
Forward commitments (mortgage)		199,450		(1,658	)	Other liabilities		—			—				—
Foreign currency exchange forwards		60,973		791		Trading assets		—			—				—
Foreign currency exchange forwards		53,978		(628	)	Trading liabilities		—			—				—
Purchased options (time deposit)		112,048		8,355		Other assets		—			—				—
Written options (time deposit)		112,048		(8,355	)	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)
	Gain / (Loss) Recognized in Income	Recognized in Income
		($ in Thousands)
Six Months Ended June 30, 2014
Interest rate-related instruments—customer and mirror, net	Capital market fees, net	$	(9	)
Interest rate lock commitments (mortgage)	Mortgage banking, net		1,634
Forward commitments (mortgage)	Mortgage banking, net		(2,959	)
Foreign currency exchange forwards	Capital market fees, net		70
Six Months Ended June 30, 2013
Interest rate-related instruments—customer and mirror, net	Capital market fees, net	$	2,799
Interest rate lock commitments (mortgage)	Mortgage banking, net		(12,945	)
Forward commitments (mortgage)	Mortgage banking, net		20,460
Foreign currency exchange forwards	Capital market fees, net		(33	)

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).

33

Free standing derivatives are entered into primarily for the benefit of commercial customers through providing derivative products which enables the customer 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.

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.

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.

34

The following table presents the assets and liabilities subject to an enforceable master netting arrangement as of June 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.

June 30, 2014							Gross amounts not offset
	Gross		Gross amounts		Net amounts		in the balance sheet
	amounts		offset in the		presented in		Financial
	recognized		balance sheet		the balance sheet		instruments			Collateral			Net amount
					($ in Thousands)
Derivative assets:
Interest rate-related instruments	$	519	$	—	$	519	$	(519	)	$	—		$	—
Derivative liabilities:
Interest rate-related instruments	$	41,197	$	—	$	41,197	$	(519	)	$	(37,982	)	$	2,696
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.

	June 30, 2014		December 31, 2013
	($ in Thousands)
Commitments to extend credit, excluding commitments to originate residential mortgage loans held for sale(1)(2)	$	6,256,686	$	6,367,771
Commercial letters of credit(1)		8,668		12,034
Standby letters of credit(3)		369,331		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 June 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 June 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

35

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 June 30, 2014 and December 31, 2013, the Corporation had an allowance for unfunded commitments totaling $20 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 June 30, 2014 was $31 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 $16 million at both June 30, 2014 and 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 unspecified

36

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 claims 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. The lawsuit seeks monetary damages and attorneys’ fees. The Corporation filed a motion to dismiss on June 5, 2014. On July 29, 2014, the parties entered into a Joint Stipulation to Dismiss Case which provided for the dismissal of the case with prejudice. As part of the resolution of this matter, the Corporation made an immaterial payment to the plaintiff.

Please see “Regulatory Matters” below for additional information.

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 $2 million and $3 million during the six months ended June 30, 2014 and the year ended December 31, 2013, respectively, and paid loss reimbursement claims of $424,000 and $3 million during the six months ended June 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 June 30, 2014, compared to $6 million at December 31, 2013. Make whole requests during 2013 and the first six months of 2014 generally arose from loans sold during the period January 1, 2006 to June 30, 2014, which totaled $18.1 billion at the time of sale, and consisted primarily of loans sold to GSEs. As of June 30, 2014, approximately $7.6 billion of these sold loans remain outstanding.

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 Six
	Months Ended			For the Year Ended
	June 30, 2014			December 31, 2013
	($ in Thousands)
Balance at beginning of period	$	5,700		$	3,300
Repurchase provision expense		(2,009	)		5,909
Charge offs		(391	)		(3,509	)
Balance at end of period	$	3,300		$	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 June 30, 2014, and December 31, 2013, there were approximately $38 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.

37

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 June 30, 2014 and December 31, 2013, there were $206 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.

Regulatory Matters

The Bank entered into a Stipulation and Consent Order for a Civil Money Penalty with the Office of the Comptroller of the Currency (the “OCC”) dated June 26, 2014, which provides for the payment by the Bank of a civil money penalty of $500,000. The civil money penalty, which was paid in June 2014, relates to BSA/AML deficiencies which were the subject of a Consent Order dated February 23, 2012. The Consent Order was subsequently terminated in March, 2014.

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.

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 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.

38

Derivative financial instruments (interest rate-related instruments): The Corporation uses 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 measurements 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 June 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.

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.

39

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.

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 June 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
	June 30, 2014		Level 1		Level 2		Level 3
	($ in Thousands)
Assets:
Investment securities available for sale:
U.S. Treasury securities	$	1,000	$	1,000	$	—	$	—
Obligations of state and political subdivisions (municipal securities)		654,040		—		654,040		—
Residential mortgage-related securities:
Government-sponsored enterprise (GSE)		3,881,921		—		3,881,921		—
Private-label		2,614		—		2,614		—
GNMA commercial mortgage-related securities		940,342		—		940,342		—
Asset-backed securities		19,395		—		19,395		—
Other securities (debt and equity)		7,067		3,867		3,000		200
Total investment securities available for sale	$	5,506,379	$	4,867	$	5,501,312	$	200
Derivatives (trading and other assets)	$	51,035	$	—	$	48,985	$	2,050
Liabilities:
Derivatives (trading and other liabilities)	$	53,324	$	—	$	51,666	$	1,658

40

			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	$	—

The table below presents a rollforward of the balance sheet amounts for the year ended December 31, 2013 and the six months ended June 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		—			(1,325	)
Sales of investment securities		(99	)		—
Balance June 30, 2014	$	200		$	392

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

Investment securities available for sale – other securities (debt and equity): In valuing the investment securities available for sale classified within Level 3, the Corporation utilized a discounted cash flow model and incorporated its own assumptions about future cash flows and discount rates adjusting for credit and liquidity factors. The Corporation also reviewed the underlying collateral and other relevant data in developing the assumptions for these investment securities.

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. Typically the higher the closing ratio on the IRLC’s will result in an increase in the fair

41

value if in a gain position or a decrease in fair value if in a loss position. 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 June 30, 2014, the closing ratio was 86%.

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 14.5% and 10.1% at June 30, 2014, respectively. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement. Although the prepayment rate and discount rate are not directly interrelated, they will generally move in opposite directions.

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.

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 June 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
	June 30, 2014		Level 1		Level 2		Level 3
	($ in Thousands)
Assets:
Loans held for sale	$	79,744	$	—	$	79,744	$	—
Impaired loans(1)		84,747		—		—		84,747
Mortgage servicing rights		67,699		—		—		67,699

			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.

42

During the first half 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 $13 million for the first half 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 $1 million and $4 million to asset losses, net for the six months ended June 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.

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

	June 30, 2014
	Carrying				Fair Value Measurements Using
	Amount		Fair Value		Level 1		Level 2		Level 3
	($ in Thousands)
Financial assets:
Cash and due from banks	$	549,883	$	549,883	$	549,883	$	—	$	—
Interest-bearing deposits in other financial institutions		78,233		78,233		78,233		—		—
Federal funds sold and securities purchased under agreements to resell		18,135		18,135		18,135		—		—
Investment securities held to maturity		246,050		249,229		—		249,229		—
Investment securities available for sale		5,506,379		5,506,379		4,867		5,501,312		200
FHLB and Federal Reserve Bank stocks		186,247		186,247		—		186,247		—
Loans held for sale		78,657		78,657		—		78,657		—
Loans, net		16,773,201		16,825,491		—		—		16,825,491
Bank owned life insurance		570,323		570,323		—		570,323		—
Accrued interest receivable		67,925		67,925		67,925		—		—
Interest rate-related instruments		39,839		39,839		—		39,839		—
Foreign currency exchange forwards		791		791		—		791		—
Interest rate lock commitments to originate residential mortgage loans held for sale		2,050		2,050		—		—		2,050
Purchased options (time deposit)		8,355		8,355		—		8,355		—
Financial liabilities:
Noninterest-bearing demand, savings, interest-bearing demand, and money market deposits	$	15,754,100	$	15,754,100	$	—	$	—	$	15,754,100
Brokered CDs and other time deposits		1,562,159		1,562,721		—		1,562,721		—
Short-term funding		2,337,171		2,337,171		—		2,337,171		—
Long-term funding		2,931,809		2,925,691		—		2,925,691		—
Accrued interest payable		7,114		7,114		7,114		—		—
Interest rate-related instruments		42,683		42,683		—		42,683		—
Foreign currency exchange forwards		628		628		—		628		—
Standby letters of credit(1)		3,709		3,709		—		3,709		—
Forward commitments to sell residential mortgage loans		1,658		1,658		—		—		1,658
Written options (time deposit)		8,355		8,355		—		8,355		—

43

	December 31, 2013
	Carrying				Fair Value Measurements Using
	Amount		Fair Value		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 $369 million and $371 million at June 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.

44

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 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.

45

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 six months ended June 30, 2014 and 2013, and for the full year 2013 were as follows.

	Three Months Ended June 30,						Six Months Ended June 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		$	5,950		$	5,950		$	12,078
Interest cost		1,790			1,548			3,580			3,095			6,237
Expected return on plan assets		(4,855	)		(4,305	)		(9,710	)		(8,610	)		(17,647	)
Amortization of prior service cost		15			17			30			35			72
Amortization of actuarial loss		325			1,073			650			2,145			4,344
Total net periodic benefit cost	$	250		$	1,308		$	500		$	2,615		$	5,084
Postretirement Plan:
Interest cost	$	39		$	40		$	78		$	80		$	142
Amortization of actuarial gain		(9	)		—			(18	)		—			—
Total net periodic benefit cost	$	30		$	40		$	60		$	80		$	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.

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 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 Banking, Community and Consumer Banking, 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.

46

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 Banking– The Corporate and Commercial Banking segment serves a wide range of customers including, businesses, developers, non-profits, municipalities, and financial institutions. Customers in this segment typically include companies with annual sales over $10 million and 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 area. The financial solutions provided to our customers include but are not limited to: (1) Lending solutions, such as commercial loans and lines of credit, business credit cards, commercial real estate financing, construction loans, letters of credit, leasing, and asset based lending. For our larger clients we also offer syndicated loans to meet their lending needs; (2) Deposit and cash management solutions such as business 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 insurance and benefits related products and services, risk management, and international banking solutions. In serving the commercial banking 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.

Community and Consumer Banking– The Community and Consumer Banking segment serves individuals and small businesses (typically entities with less than $10 million in annual sales) through our various Consumer Banking, Community Banking, and Private Client offices, and provides companies of varying sizes with fiduciary services such as administration of pension, profit-sharing and other employee benefit plans, fiduciary and corporate agency services, and institutional asset management. The services provided to our individual, small business, and community banking customers include but are not limited to: (1) Transactional solutions such as checking, credit, debit and pre-paid cards, online banking and bill pay, and money transfer services; (2) Lending solutions such as residential mortgages, home equity loans and lines of credit, personal and installment loans, commercial real estate financing, business loans, and business lines of credit; and (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. In serving the consumer banking 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.

47

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 Banking			Community and Consumer Banking			Risk Management and Shared Services			Consolidated Total
Six Months Ended June 30, 2014
Net interest income	$	147,343		$	144,924		$	41,409		$	333,676
Noninterest income		49,872			87,897			7,999			145,768
Total revenue		197,215			232,821			49,408			479,444
Credit provision *		25,947			9,760			(25,707	)		10,000
Noninterest expense		98,828			199,405			37,350			335,583
Income before income taxes		72,440			23,656			37,765			133,861
Income tax expense		24,840			8,279			9,178			42,297
Net income	$	47,600		$	15,377		$	28,587		$	91,564
Return on average allocated capital (ROT1CE) **		12.0	%		6.3	%		8.7	%		9.5	%
Six Months Ended June 30, 2013
Net interest income	$	156,506		$	158,752		$	2,577		$	317,835
Noninterest income		47,260			109,643			9,407			166,310
Total revenue		203,766			268,395			11,984			484,145
Credit provision *		27,196			10,452			(29,048	)		8,600
Noninterest expense		91,354			210,610			34,347			336,311
Income before income taxes		85,216			47,333			6,685			139,234
Income tax expense (benefit)		29,826			16,567			(2,435	)		43,958
Net income	$	55,390		$	30,766		$	9,120		$	95,276
Return on average allocated capital (ROT1CE) **		14.6	%		11.4	%		2.4	%		10.0	%

Segment Balance Sheet Data

($ in Thousands)	Corporate and Commercial Banking		Community and Consumer Banking		Risk Management and Shared Services		Consolidated Total
Average Balances for YTD 2Q 2014
Average earning assets	$	9,020,912	$	7,308,806	$	5,887,073	$	22,216,791
Average loans		9,010,272		7,308,806		87,756		16,406,834
Average deposits		5,147,717		9,636,263		2,298,077		17,082,057
Average allocated capital (T1CE) **	$	796,717	$	492,002	$	606,910	$	1,895,629
Average Balances for YTD 2Q 2013
Average earning assets	$	8,335,894	$	7,258,455	$	5,222,479	$	20,816,828
Average loans		8,325,992		7,258,455		4,305		15,588,752
Average deposits		5,290,239		9,634,922		2,200,456		17,125,617
Average allocated capital (T1CE) **	$	765,432	$	544,457	$	558,807	$	1,868,696

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

** 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.

48

Segment Income Statement Data

($ in Thousands)	Corporate and Commercial Banking			Community and Consumer Banking			Risk Management and Shared Services			Consolidated Total
Three Months Ended June 30, 2014
Net interest income	$	73,801		$	72,926		$	21,976		$	168,703
Noninterest income		25,722			44,365			2,160			72,247
Total revenue		99,523			117,291			24,136			240,950
Credit provision *		12,915			4,813			(12,728	)		5,000
Noninterest expense		52,035			99,517			16,373			167,925
Income before income taxes		34,573			12,961			20,491			68,025
Income tax expense		11,586			4,537			5,537			21,660
Net income	$	22,987		$	8,424		$	14,954		$	46,365
Return on average allocated capital (ROT1CE) **		11.4	%		6.8	%		9.3	%		9.6	%
Three Months Ended June 30, 2013
Net interest income	$	79,327		$	79,559		$	1,296		$	160,182
Noninterest income		24,061			55,479			4,770			84,310
Total revenue		103,388			135,038			6,066			244,492
Credit provision *		14,983			5,980			(15,663	)		5,300
Noninterest expense		44,923			107,883			15,890			168,696
Income before income taxes		43,482			21,175			5,839			70,496
Income tax expense (benefit)		15,219			7,411			(22	)		22,608
Net income	$	28,263		$	13,764		$	5,861		$	47,888
Return on average allocated capital (ROT1CE) **		14.6	%		10.1	%		3.3	%		9.9	%

Segment Balance Sheet Data

($ in Thousands)	Corporate and Commercial Banking		Community and Consumer Banking		Risk Management and Shared Services		Consolidated Total
Average Balances for 2Q 2014
Average earning assets	$	9,188,973	$	7,386,355	$	5,962,187	$	22,537,515
Average loans		9,175,637		7,386,355		84,397		16,646,389
Average deposits		5,055,431		9,731,580		2,385,821		17,172,832
Average allocated capital (T1CE) **	$	806,137	$	495,476	$	590,153	$	1,891,766
Average Balances for 2Q 2013
Average earning assets	$	8,513,663	$	7,218,796	$	5,218,785	$	20,951,244
Average loans		8,504,175		7,218,796		4,836		15,727,807
Average deposits		5,206,773		9,671,089		2,227,216		17,105,078
Average allocated capital (T1CE) **	$	776,991	$	545,301	$	558,534	$	1,880,826

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

** 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.

49

Note 16: Accumulated Other Comprehensive Income (Loss)

The following table summarizes the components of accumulated other comprehensive income (loss) at June 30, 2014 and 2013, changes during the six and three month periods then ended, and reclassifications out of accumulated other comprehensive income during the six and three month periods ended June 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		56,184			—			56,184
Amounts reclassified from accumulated other comprehensive income (loss)		(412	)		662			250
Income tax expense		(21,441	)		(255	)		(21,696	)
Net other comprehensive income during period		34,331			407			34,738
Balance June 30, 2014	$	22,935		$	(12,441	)	$	10,494
Balance January 1, 2013	$	86,109		$	(37,506	)	$	48,603
Other comprehensive loss before reclassifications		(121,760	)		—			(121,760	)
Amounts reclassified from accumulated other comprehensive income (loss)		(334	)		2,180			1,846
Income tax (expense) benefit		47,138			(842	)		46,296
Net other comprehensive income (loss) during period		(74,956	)		1,338			(73,618	)
Balance June 30, 2013	$	11,153		$	(36,168	)	$	(25,015	)
	Investments Securities Available For Sale			Defined Benefit Pension and Post Retirement Obligations			Accumulated Other Comprehensive Income (Loss)
Balance April 1, 2014	$	1,067		$	(12,644	)	$	(11,577	)
Other comprehensive income before reclassifications		35,557			—			35,557
Amounts reclassified from accumulated other comprehensive income (loss)		(34	)		331			297
Income tax expense		(13,655	)		(128	)		(13,783	)
Net other comprehensive income during period		21,868			203			22,071
Balance June 30, 2014	$	22,935		$	(12,441	)	$	10,494
Balance April 1, 2013	$	79,828		$	(36,837	)	$	42,991
Other comprehensive loss before reclassifications		(111,829	)		—			(111,829	)
Amounts reclassified from accumulated other comprehensive income (loss)		(34	)		1,090			1,056
Income tax (expense) benefit		43,188			(421	)		42,767
Net other comprehensive income (loss) during period		(68,675	)		669			(68,006	)
Balance June 30, 2013	$	11,153		$	(36,168	)	$	(25,015	)

50

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 allowances for credit losses or may require that certain loan balances be charged off or downgraded into criticized loan categories

51

when their credit evaluations differ from those of management, based on their judgments about information available to them at the 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 June 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 June 30, 2014 (holding all other factors unchanged), if refinance interest rates were to decrease 50 bp, the estimated value of the mortgage servicing rights asset would have been

52

approximately $9 million (or 14%) lower. Conversely, if refinance interest rates were to increase 50 bp, the estimated value of the mortgage servicing rights asset would have been approximately $8 million (or 12%) 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 $1 million at June 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 codes. 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. 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 Banking segment consists of lending and deposit solutions to businesses, developers, non-profits, municipalities, and financial institutions, and the support to deliver, fund, and manage such banking solutions. The Corporate and Commercial Banking segment had net income of $48 million for the first half of 2014, down $7 million compared to $55 million for the comparable period in 2013. Segment revenue decreased $7 million to $197 million for the first half of 2014 compared to $204 million for the first half of 2013 primarily due to lower spreads on loan and deposit products. The credit provision decreased $1 million to $26 million during the first half of 2014 due to improvement in the loan credit quality. Average loan balances were $9.0 billion for the first half of 2014, up $684 million from the first half of 2013, while average deposit balances were $5.1 billion for the first half of 2014, down $143 million from the first half of 2013. Average allocated capital increased $31 million to $797 million for the first half of 2014 reflecting the increase in the segment’s loan balances.

The Community and Consumer Banking segment consists of lending and deposit solutions to individuals and small businesses and also provides a variety of investment and fiduciary products and services. The Community and Consumer Banking segment had net income of $15 million for the first half of 2014, down $16 million compared to $31 million in the first half of 2013. Earnings decreased as segment revenue declined $36 million to $233 million for the first half of 2014, primarily due to lower mortgage banking income as refinancing activity has drastically slowed and lower net interest income due to lower deposit spreads. The credit provision

53

was level at $10 million for the first half of 2014 and 2013. Total noninterest expense decreased $11 million to $199 million for the first half of 2014, primarily due to a reduction in full time equivalent employees. Average loan balances were level at $7.3 billion for both the first half of 2014 and 2013. Average deposits were level at $9.6 billion for both the first half of 2014 and 2013. Average allocated capital decreased $52 million to $492 million for the first half of 2014.

The Risk Management and Shared Services segment had net income of $29 million in the first half of 2014, up $20 million compared to $9 million for the comparable period in 2013. The increase was due to a $37 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 Commercial and Consumer segments. Average earning asset balances were $5.9 billion for the first half of 2014, up $665 million from an average balance of $5.2 billion for the comparable period in 2013.

Comparable Quarter Segment Review

The Corporate and Commercial Banking segment had net income of $23 million for the second quarter of 2014, down $5 million compared to $28 million for the comparable quarter in 2013. Segment revenue decreased $3 million to $100 million for the second quarter of 2014 compared to $103 million for the second quarter of 2013 primarily due to lower spreads on loan and deposit products. The credit provision decreased $2 million to $13 million for the second quarter of 2014 due to improvement in the loan credit quality. Average loan balances were $9.2 billion for the second quarter of 2014, up $671 million compared to the second quarter of 2013, while average deposit balances were $5.1 billion for the second quarter of 2014, down $151 million from the second quarter of 2013. Average allocated capital increased $29 million to $806 million for the second quarter of 2014 reflecting the increase in the segment’s loan balances.

The Community and Consumer Banking segment had net income of $8 million for the second quarter of 2014, down $6 million compared to $14 million for the second quarter of 2013. Segment revenue decreased $18 million to $117 million for the second quarter of 2014, primarily due to lower mortgage banking income as refinancing activity has drastically slowed and lower net interest income due to lower deposit spreads. The credit provision decreased $1 million to $5 million for the second quarter of 2014. Total noninterest expense was down $8 million to $100 million for the second quarter, primarily due to a reduction in full time equivalent employees. Average loan balances increased $168 million to $7.4 billion for second quarter of 2014 compared to $7.2 billion for the second quarter of 2013. Average deposits were $9.7 billion for the second quarter of 2014, up $60 million from the second quarter of 2013. Average allocated capital decreased $50 million to $495 million for the second quarter of 2014.

The Risk Management and Shared Services segment had net income of $15 million for the second quarter of 2014, up $9 million compared to $6 million for the comparable quarter in 2013. The primary component of the increase was an $18 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 Commercial and Consumer segments. Average earning asset balances were $6.0 billion for the second quarter of 2014, up $743 million from an average balance of $5.2 billion for the comparable quarter in 2013.

Results of Operations – Summary

The Corporation recorded net income of $92 million for the six months ended June 30, 2014, compared to net income of $95 million for the six months ended June 30, 2013. Net income available to common equity was $89 million for the six months ended June 30, 2014, or net income of $0.55 for both basic and diluted earnings per common share. Comparatively, net income available to common equity for the six months ended June 30, 2013, was $93 million, or net income of $0.55 for both basic and diluted earnings per common share. The net interest margin for the six months ended June 30, 2014 was 3.10% compared to 3.17% for the six months ended June 30, 2013.

54

TABLE 1

Summary Results of Operations: Trends

($ in Thousands, except per share data)

	2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2nd Qtr
	2014			2014			2013			2013			2013
Net income (Quarter)	$	46,365		$	45,199		$	47,758		$	45,658		$	47,888
Net income (Year-to-date)		91,564			45,199			188,692			140,934			95,276
Net income available to common equity (Quarter)	$	45,087		$	43,955		$	46,485		$	44,373		$	46,588
Net income available to common equity (Year-to-date)		89,042			43,955			183,534			137,049			92,676
Earnings per common share – basic (Quarter)	$	0.28		$	0.27		$	0.28		$	0.27		$	0.28
Earnings per common share – basic (Year-to-date)		0.55			0.27			1.10			0.82			0.55
Earnings per common share – diluted (Quarter)	$	0.28		$	0.27		$	0.28		$	0.27		$	0.28
Earnings per common share – diluted (Year-to-date)		0.55			0.27			1.10			0.82			0.55
Return on average assets (Quarter)		0.75	%		0.76	%		0.80	%		0.78	%		0.82	%
Return on average assets (Year-to-date)		0.75			0.76			0.81			0.81			0.83
Return on average equity (Quarter)		6.43	%		6.35	%		6.60	%		6.33	%		6.58	%
Return on average equity (Year-to-date)		6.39			6.35			6.52			6.50			6.59
Return on average tangible common equity (Quarter)		9.56	%		9.45	%		9.87	%		9.48	%		9.76	%
Return on average tangible common equity (Year-to-date)		9.51			9.45			9.73			9.68			9.78
Return on average Tier 1 common equity (Quarter)(1)		9.56	%		9.38	%		9.78	%		9.31	%		9.94	%
Return on average Tier 1 common equity (Year-to-date)(1)		9.47			9.38			9.77			9.77			10.00
Efficiency ratio (Quarter)(2)		69.70	%		70.41	%		73.70	%		71.45	%		69.01	%
Efficiency ratio (Year-to-date)(2)		70.05			70.41			71.04			70.14			69.51
Efficiency ratio, fully taxable equivalent (Quarter)(2)		68.23	%		68.86	%		72.59	%		70.10	%		67.21	%
Efficiency ratio, fully taxable equivalent (Year-to-date)(2)		68.54			68.86			69.56			68.53			67.79
Net interest margin (Quarter)		3.08	%		3.12	%		3.23	%		3.13	%		3.16	%
Net interest margin (Year-to-date)		3.10			3.12			3.17			3.15			3.17

(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.

55

TABLE 1A

Reconciliation of Non-GAAP Measure

	2nd Qtr			1st Qtr			4th Qtr			3rd Qtr			2nd Qtr
	2014			2014			2013			2013			2013
Efficiency ratio (Quarter)(a)		69.70	%		70.41	%		73.70	%		71.45	%		69.01	%
Taxable equivalent adjustment (Quarter)		(1.32	)		(1.35	)		(1.49	)		(1.50	)		(1.38	)
Asset gains (losses), net (Quarter)		0.26			0.22			0.80			0.59			(0.01	)
Other intangible amortization (Quarter)		(0.41	)		(0.42	)		(0.42	)		(0.44	)		(0.41	)
Efficiency ratio, fully taxable equivalent (Quarter)(b)		68.23	%		68.86	%		72.59	%		70.10	%		67.21	%
Efficiency ratio (Year-to-date)(a)		70.05	%		70.41	%		71.04	%		70.14	%		69.51	%
Taxable equivalent adjustment (Year-to-date)		(1.34	)		(1.35	)		(1.45	)		(1.45	)		(1.42	)
Asset gains, net (Year-to-date)		0.24			0.22			0.39			0.27			0.11
Other intangible amortization (Year-to-date)		(0.41	)		(0.42	)		(0.42	)		(0.43	)		(0.41	)
Efficiency ratio, fully taxable equivalent (Year-to-date)(b)		68.54	%		68.86	%		69.56	%		68.53	%		67.79	%

(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 six months ended June 30, 2014, was $343 million, an increase of $15 million (5%) versus the first six 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 $14 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 half of 2014 was 3.10%, 7 bp lower than 3.17% for the same period in 2013. This comparable period decrease was comprised of a 5 bp lower contribution from net free funds and a 2 bp decrease in interest rate spread (the net of a 15 bp decrease in yield on earning assets and a 13 bp decrease in the cost of interest-bearing liabilities).

The Federal Reserve left interest rates unchanged during 2013 and the first six months of 2014. The Federal Reserve affirmed that it is unlikely that the short-term interest rates will increase until 2015. For the second half of 2014, the Corporation expects continued gradual net interest margin compression, while growing net interest income.

The yield on earning assets was 3.34% for the first half of 2014, 15 bp lower than the comparable period last year. Loan yields were down 22 bp, (to 3.58%), 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 7 bp (to 2.65%), 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 half of 2014 was 13 bp lower than the same period in 2013. Rates on interest-bearing deposits were down 6 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 58 bp (to 0.63%) with the cost of short-term funding relatively unchanged (down 2 bp to 0.14%), while long-term funding decreased 286 bp (to 0.85%) mainly due to favorable rates on FHLB advances.

56

Average earning assets were $22.2 billion for the first half of 2014, an increase of $1.4 billion (7%) from the comparable period last year. Average loans increased $818 million, including increases in commercial loans (up $843 million) and residential mortgage loans (up $360 million), while retail loans decreased (down $385 million). Average investment securities and other short-term investments increased $582 million, primarily in mortgage-related securities.

Average interest-bearing liabilities of $17.3 billion for the first half of 2014 increased $1.5 billion (9%) from the comparable period last year. On average, short and long-term funding increased $1.5 billion between the comparable six month periods, attributable to a $2.1 billion increase in long-term funding partially offset by a $647 million decrease in short-term funding. Average interest-bearing deposits increased $26 million, while noninterest bearing deposits decreased $69 million.

57

TABLE 2

Net Interest Income Analysis

($ in Thousands)

	Six Months Ended June 30, 2014							Six Months Ended June 30, 2013
			Interest		Average					Interest		Average
	Average		Income/		Yield/			Average		Income/		Yield/
	Balance		Expense		Rate			Balance		Expense		Rate
Earning assets:
Loans:(1)(2)(3)
Commercial and business lending	$	6,300,948	$	105,199		3.37	%	$	5,738,404	$	104,325		3.66	%
Commercial real estate lending		3,937,772		71,900		3.68			3,657,667		71,668		3.95
Total commercial		10,238,720		177,099		3.49			9,396,071		175,993		3.77
Residential mortgage		4,002,592		66,239		3.31			3,642,207		60,595		3.33
Retail		2,165,522		48,570		4.51			2,550,474		57,672		4.55
Total loans		16,406,834		291,908		3.58			15,588,752		294,260		3.80
Investment securities(1)		5,528,604		73,788		2.67			4,904,764		65,058		2.65
Other short-term investments		281,353		3,311		2.36			323,312		2,480		1.54
Investments and other		5,809,957		77,099		2.65			5,228,076		67,538		2.58
Total earning assets		22,216,791		369,007		3.34			20,816,828		361,798		3.49
Other assets, net		2,320,633							2,356,375
Total assets	$	24,537,424						$	23,173,203
Interest-bearing liabilities:
Interest-bearing deposits:
Savings deposits	$	1,231,516	$	462		0.08	%	$	1,175,053	$	444		0.08	%
Interest-bearing demand deposits		2,845,618		1,792		0.13			2,823,969		2,369		0.17
Money market deposits		7,257,137		5,752		0.16			6,987,134		6,854		0.20
Time deposits		1,628,235		4,348		0.54			1,950,631		6,643		0.69
Total interest-bearing deposits		12,962,506		12,354		0.19			12,936,787		16,310		0.25
Federal funds purchased and securities sold under agreements to repurchase		826,589		611		0.15			728,238		743		0.21
Other short-term funding		581,799		396		0.14			1,326,792		857		0.13
Total short-term funding		1,408,388		1,007		0.14			2,055,030		1,600		0.16
Long-term funding		2,968,038		12,657		0.85			862,627		15,967		3.71
Total short and long-term funding		4,376,426		13,664		0.63			2,917,657		17,567		1.21
Total interest-bearing liabilities		17,338,932		26,018		0.30			15,854,444		33,877		0.43
Noninterest-bearing demand deposits		4,119,551							4,188,830
Other liabilities		188,992							212,662
Stockholders’ equity		2,889,949							2,917,267
Total liabilities and equity	$	24,537,424						$	23,173,203
Interest rate spread						3.04	%						3.06	%
Net free funds						0.06							0.11
Net interest income, taxable
equivalent, and net interest margin			$	342,989		3.10	%			$	327,921		3.17	%
Taxable equivalent adjustment				9,313							10,086
Net interest income			$	333,676						$	317,835

(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.

58

TABLE 2

Net Interest Income Analysis

($ in Thousands)

	Three Months Ended June 30, 2014							Three Months Ended June 30, 2013
			Interest		Average					Interest		Average
	Average		Income/		Yield/			Average		Income/		Yield/
	Balance		Expense		Rate			Balance		Expense		Rate
Earning assets:
Loans:(1)(2)(3)
Commercial and business lending	$	6,468,844	$	53,519		3.32	%	$	5,860,416	$	53,613		3.67	%
Commercial real estate lending		3,967,848		36,309		3.67			3,722,108		35,804		3.86
Total commercial		10,436,692		89,828		3.45			9,582,524		89,417		3.74
Residential mortgage		4,077,617		33,575		3.29			3,661,742		30,113		3.29
Retail		2,132,080		24,157		4.54			2,483,541		28,291		4.56
Total loans		16,646,389		147,560		3.55			15,727,807		147,821		3.77
Investment securities(1)		5,606,279		36,865		2.63			4,917,671		32,302		2.63
Other short-term investments		284,847		1,862		2.62			305,766		1,233		1.61
Investments and other		5,891,126		38,727		2.63			5,223,437		33,535		2.57
Total earning assets		22,537,515		186,287		3.31			20,951,244		181,356		3.47
Other assets, net		2,320,557							2,354,976
Total assets	$	24,858,072						$	23,306,220
Interest-bearing liabilities:
Interest-bearing deposits:
Savings deposits	$	1,267,297	$	242		0.08	%	$	1,207,959		236		0.08	%
Interest-bearing demand deposits		2,894,446		969		0.13			2,867,524		1,190		0.17
Money market deposits		7,340,244		2,928		0.16			6,930,554		3,239		0.19
Time deposits		1,597,535		2,056		0.52			1,907,337		3,104		0.65
Total interest-bearing deposits		13,099,522		6,195		0.19			12,913,374		7,769		0.24
Federal funds purchased and securities sold under agreements to repurchase		847,756		306		0.14			677,489		333		0.20
Other short-term funding		832,299		280		0.13			1,631,644		525		0.13
Total short-term funding		1,680,055		586		0.14			2,309,133		858		0.15
Long-term funding		2,931,957		6,146		0.84			765,514		7,551		3.95
Total short and long-term funding		4,612,012		6,732		0.58			3,074,647		8,409		1.09
Total interest-bearing liabilities		17,711,534		12,927		0.29			15,988,021		16,178		0.41
Noninterest-bearing demand deposits		4,073,310							4,191,704
Other liabilities		182,110							205,501
Stockholders’ equity		2,891,118							2,920,994
Total liabilities and equity	$	24,858,072						$	23,306,220
Interest rate spread						3.02	%						3.06	%
Net free funds						0.06							0.10
Net interest income, taxable
equivalent, and net interest margin			$	173,360		3.08	%			$	165,178		3.16	%
Taxable equivalent adjustment				4,657							4,996
Net interest income			$	168,703						$	160,182

(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.

59

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 six months of 2014 was $10 million, compared to $9 million for the first six months of 2013 and $10 million for the full year of 2013. Net charge offs were $8 million for the first six months of 2014, compared to $28 million for the first six 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 six months of 2014 were 0.10%, compared to 0.36% for the first six months of 2013 and 0.25% for the full year of 2013. At June 30, 2014, the allowance for credit losses (which includes the allowance for loan losses and the allowance for unfunded commitments) was $292 million, compared to $300 million at June 30, 2013 and $290 million at December 31, 2013. The ratio of the allowance for loan losses to total loans at June 30, 2014, was 1.59%, compared to 1.76% at June 30, 2013 and 1.69% at December 31, 2013. Nonaccrual loans at June 30, 2014 were $179 million, compared to $217 million at June 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 “Allowance for Credit Losses,” and “Nonaccrual Loans, Potential Problem Loans, and Other Real Estate Owned.”

Noninterest Income

Noninterest income for the first half of 2014 was $146 million, down $21 million (12%) from the first half of 2013, primarily due to declines in net mortgage banking income as refinancing activity has drastically slowed. For the second half of 2014, the Corporation expects noninterest income to be in line with the first half of 2014.

TABLE 3

Noninterest Income

($ in Thousands)

	2nd Qtr		2nd Qtr			Dollar			Percent			YTD		YTD			Dollar			Percent
	2014		2013			Change			Change			2014		2013			Change			Change
Trust service fees	$	12,017	$	11,405		$	612			5.4	%	$	23,728	$	22,315		$	1,413			6.3	%
Service charges on deposit accounts		17,412		17,443			(31	)		(0.2	)		33,812		34,272			(460	)		(1.3	)
Card-based and other nondeposit fees		12,577		12,591			(14	)		(0.1	)		25,086		24,541			545			2.2
Insurance commissions		13,651		9,631			4,020			41.7			25,968		21,394			4,574			21.4
Brokerage and annuity commissions		4,520		3,688			832			22.6			8,553		7,204			1,349			18.7
Core fee-based revenue		60,177		54,758			5,419			9.9			117,147		109,726			7,421			6.8
Mortgage banking income		8,457		15,399			(6,942	)		(45.1	)		17,387		32,937			(15,550	)		(47.2	)
Mortgage servicing rights expense		3,095		(3,864	)		6,959			(180.1	)		5,664		(4,091	)		9,755			(238.5	)
Mortgage banking, net		5,362		19,263			(13,901	)		(72.2	)		11,723		37,028			(25,305	)		(68.3	)
Capital market fees, net		2,099		5,074			(2,975	)		(58.6	)		4,421		7,657			(3,236	)		(42.3	)
Bank owned life insurance (“BOLI”) income		3,011		3,281			(270	)		(8.2	)		7,331		6,251			1,080			17.3
Other		665		1,944			(1,279	)		(65.8	)		3,107		4,522			(1,415	)		(31.3	)
Subtotal		71,314		84,320			(13,006	)		(15.4	)		143,729		165,184			(21,455	)		(13.0	)
Asset gains (losses), net		899		(44	)		943			N/M			1,627		792			835			105.4
Investment securities gains, net		34		34			—			—			412		334			78			23.4
Total noninterest income	$	72,247	$	84,310		$	(12,063	)		(14.3	)%	$	145,768	$	166,310		$	(20,542	)		(12.4	)%

N/M—Not meaningful.

60

Core fee-based revenue was $117 million, an increase of $7 million (7%) versus the first half of 2013. Trust service fees were $24 million for the first half of 2014, up $1 million (6%) from the first half of 2013. The market value of assets under management at June 30, 2014 and 2013 was $7.7 billion and $6.9 billion, respectively. Insurance commissions were $26 million, up $5 million (21%) from the first half of 2013, primarily due to a $3 million reserve established in 2013 related to third party insurance products sold in prior years. Brokerage and annuity commissions were up $1 million (19%) between the comparable six month periods of 2014 and 2013, primarily due to increased brokerage sales. All remaining core-fee based revenue categories on a combined basis were relatively unchanged.

Net mortgage banking income was $12 million for the first half of 2014 and $37 million for the first half 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 $16 million compared to the first half of 2013, due to lower gains on sales (down $13 million) and a $9 million reduction in the fair value of the mortgage derivatives, partially offset by a $6 million favorable change 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 $479 million for the first half of 2014 and $1.5 billion for the first half 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 six-month period in 2013, with a $13 million lower recovery of the valuation reserve, partially offset by a $3 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 the change in the credit risk of interest-rate related derivative instruments. Bank owned life insurance income was $7 million, up $1 million from the first half of 2013 primarily due to death benefits received during the first half of 2014. All remaining noninterest income categories on a combined basis were $5 million, down 9% from the comparable six month period last year.

61

Noninterest Expense

Noninterest expense was $336 million for the first half of 2014, relatively unchanged (down 0.2%) from the comparable period in 2013. For 2014, the Corporation expects flat year over year noninterest expense with continued focus on efficiency initiatives.

TABLE 4

Noninterest Expense

($ in Thousands)

	2nd Qtr		2nd Qtr		Dollar			Percent			YTD		YTD		Dollar			Percent
	2014		2013		Change			Change			2014		2013		Change			Change
Personnel expense	$	97,793	$	99,791	$	(1,998	)		(2.0	)%	$	195,491	$	197,698	$	(2,207	)		(1.1	)%
Occupancy		13,785		14,305		(520	)		(3.6	)		29,345		29,967		(622	)		(2.1	)
Equipment		6,227		6,462		(235	)		(3.6	)		12,503		12,629		(126	)		(1.0	)
Technology		14,594		12,651		1,943			15.4			27,318		24,159		3,159			13.1
Business development and advertising		5,077		5,028		49			1.0			10,139		9,565		574			6.0
Other intangible asset amortization		991		1,011		(20	)		(2.0	)		1,982		2,022		(40	)		(2.0	)
Loan expense		3,620		3,044		576			18.9			6,407		6,328		79			1.2
Legal and professional fees		4,436		5,483		(1,047	)		(19.1	)		8,624		10,828		(2,204	)		(20.4	)
Losses other than loans		381		499		(118	)		(23.6	)		925		883		42			4.8
Foreclosure / OREO expense		1,575		2,302		(727	)		(31.6	)		3,471		4,724		(1,253	)		(26.5	)
FDIC expense		4,945		4,395		550			12.5			9,946		9,827		119			1.2
Other		14,501		13,725		776			5.7			29,432		27,681		1,751			6.3
Total noninterest expense	$	167,925	$	168,696	$	(771	)		(0.5	)%	$	335,583	$	336,311	$	(728	)		(0.2	)%

Personnel expense (which includes salary-related expenses and fringe benefit expenses) was $195 million for the first half of 2014, down $2 million (1%) from the first half of 2013. Average full-time equivalent employees were 4,474 for the first half of 2014, down 7% from 4,816 for the first half of 2013. Salary-related expenses increased $3 million (2%). This increase was primarily the result of higher compensation and performance based incentives. Fringe benefit expenses were down $5 million (14%) versus the first half of 2013, primarily due to a decrease in health insurance costs.

Nonpersonnel noninterest expenses on a combined basis were $140 million, up $1 million (1%) from the first half of 2013. Technology was up $3 million (13%), as we continue to invest in solutions that will drive operational efficiency. Legal and professional fees for the first half of 2014 were $9 million, down $2 million (20%) from the first half of 2013 due to a decrease in consultant costs. All remaining noninterest expense categories on a combined basis were relatively unchanged (up 0.5%) compared to the first half of 2013.

Income Taxes

The Corporation recognized income tax expense of $42 million for the first half of 2014, compared to income tax expense of $44 million for the first half of 2013. The effective tax rate was 31.60% for the first half of 2014, compared to an effective tax rate of 31.57% for the first half 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 codes, and is, therefore, considered a critical accounting policy. 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.”

62

Balance Sheet

At June 30, 2014, total assets were $25.7 billion, up $1.5 billion (6%) from December 31, 2013. Loans of $17.0 billion at June 30, 2014 were up $1.1 billion (7%) from December 31, 2013, with increases in commercial loans of $901 million and residential mortgage loans of $297 million, partially offset by continued run off in home equity and installment balances of $50 million. On June 30, 2014, the Corporation purchased a 45% participation interest in the outstanding loan balances (totaling $99 million) of the Associated Bank branded credit card portfolio from Elan / US Bank for $108 million. The purchase premium will be amortized over 5 years and the Corporation will continue to participate on a pro-rata basis with Elan / US Bank in all revenues, credit losses, and outstanding loan balances going forward. See section “Credit Risk” for a detailed discussion of the changes in the loan portfolio and the related credit risk management for each loan type. Investment securities were $5.8 billion at June 30, 2014, an increase of $327 million (6%) from year-end 2013.

At June 30, 2014, total deposits of $17.3 billion were relatively unchanged from December 31, 2013 (up less than 1%). Short and long-term funding increased $1.4 billion (38%) since year-end 2013, including an increase of $1.6 billion in short-term funding (primarily short-term FHLB advances to fund loan growth as deposits were relatively unchanged), partially offset by a decrease of $155 million in long-term funding due to the early retirement of $155 million of senior notes in February 2014.

Since June 30, 2013, loans increased $1.3 billion (8%), with commercial loans up $935 million and residential mortgage loans up $601 million, offset by a $238 million decline in home equity and installment loan balances. Deposits increased $184 million (1%) since June 30, 2013, primarily in money market accounts. Short and long-term funding increased $1.9 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 $427 million reduction in short-term funding.

TABLE 5

Period End Loan Composition

($ in Thousands)

	June 30, 2014					March 31, 2014					December 31, 2013						September 30, 2013					June 30, 2013
			% of					% of						% of					% of					% of
	Amount		Total			Amount		Total			Amount			Total			Amount		Total			Amount		Total
Commercial and industrial	$	5,616,205		33	%	$	5,222,141		32	%	$	4,822,680			31	%	$	4,703,056		30	%	$	4,752,838		30	%
Commercial real estate—owner occupied		1,070,463		7			1,098,089		7			1,114,715			7			1,147,352		8			1,174,866		8
Lease financing		51,873		—			52,500		—			55,483			—			51,727		—			55,084		—
Commercial and business lending		6,738,541		40			6,372,730		39			5,992,878			38			5,902,135		38			5,982,788		38
Commercial real estate—investor		2,990,732		17			3,001,219		18			2,939,456			18			2,847,152		18			3,010,992		19
Real estate construction		1,000,421		6			969,617		6			896,248			6			834,744		5			800,569		5
Commercial real estate lending		3,991,153		23			3,970,836		24			3,835,704			24			3,681,896		23			3,811,561		24
Total commercial		10,729,694		63			10,343,566		63			9,828,582			62			9,584,031		61			9,794,349		62
Home equity revolving lines of credit		866,042		5			856,679		5			874,840			5			875,703		6			888,162		6
Home equity loans first liens		659,598		4			705,835		4			742,120			5			794,912		5			863,779		5
Home equity loans junior liens		187,732		1			199,488		1			208,054	��		1			220,763		1			234,292		2
Home equity		1,713,372		10			1,762,002		10			1,825,014			11			1,891,378		12			1,986,233		13
Installment and credit cards		469,203		3			393,321		3			407,074			3			420,268		3			434,029		3
Residential mortgage		4,132,783		24			3,942,555		24			3,835,591			24			3,690,177		24			3,531,988		22
Total consumer		6,315,358		37			6,097,878		37			6,067,679			38			6,001,823		39			5,952,250		38
Total loans	$	17,045,052		100	%	$	16,441,444		100	%	$	15,896,261			100	%	$	15,585,854		100	%	$	15,746,599		100	%
Farmland	$	8,475		—	%	$	8,286		—	%	$	8,591			—	%	$	14,278		1	%	$	14,867		1	%
Multi-family		951,698		32			965,568		32			951,348			33			896,819		31			965,373		32
Non-owner occupied		2,030,559		68			2,027,365		68			1,979,517			67			1,936,055		68			2,030,752		67
Commercial real estate—investor	$	2,990,732		100	%	$	3,001,219		100	%	$	2,939,456			100	%	$	2,847,152		100	%	$	3,010,992		100	%
1-4 family construction	$	293,361		29	%	$	273,470		28	%	$	259,031			29	%	$	248,294		30	%	$	238,336		30	%
All other construction		707,060		71			696,147		72			637,217			71			586,450		70			562,233		70
Real estate construction	$	1,000,421		100	%	$	969,617		100	%	$	896,248			100	%	$	834,744		100	%	$	800,569		100	%

63

Credit Risk

Total loans were $17.0 billion at June 30, 2014, an increase of $1.1 billion or 7% from December 31, 2013. Commercial and business loans were $6.7 billion, up $746 million (12%) from December 31, 2013, to represent 40% of total loans at June 30, 2014. Commercial real estate totaled $4.0 billion at June 30, 2014 and represented 23% of total loans, an increase of $155 million (4%) from December 31, 2013. Consumer loans were $6.3 billion, up $248 million (4%) from December 31, 2013, and represented 37% of total loans at June 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 six 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 June 30, 2014, up $746 million (12%) since year-end 2013. The commercial and business lending classification primarily includes commercial loans to large corporations, middle market companies and small businesses. At June 30, 2014, the largest industry groups within the commercial and business loan category included the manufacturing sector which represented 9% of total loans and 22% 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 11% of the total commercial and business loan portfolio at June 30, 2014. The remaining portfolio is spread over a diverse range of industries, none of which exceeds 5% 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 June 30, 2014, up $155 million (4%) from December 31, 2013. Within the commercial real estate lending portfolio, commercial real estate lending to investors totaled $3.0 billion at June 30, 2014, an increase of $51 million (2%) 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 $1.0 billion, an increase of $104 million (12%) 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 $6.3 billion at June 30, 2014, up $248 million (4%) compared to December 31, 2013. Loans in this classification include residential mortgage, home equity, installment loans and credit cards. Residential mortgage loans totaled $4.1 billion at June 30, 2014, up $297 million (8%) 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,

64

generally the Corporation’s 30-year, fixed-rate residential real estate mortgage loans are sold in the secondary market with servicing rights retained. The Corporation also retains a portion of its 15-year and under, fixed-rate residential real estate mortgages in its loan portfolio. At June 30, 2014, the residential mortgage portfolio was comprised of $1.4 billion of fixed-rate residential real estate mortgages and $2.7 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 June 30, 2014, down $111 million (6%) 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 June 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 June 30, 2014, approximately 39% 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 June 30, 2014, the following table presents the periods when home equity lines of credit revolving periods are scheduled to end.

	$ in Thousands		% to Total
Home Equity Lines of Credit—Revolving Period End Dates
2014 - 2015	$	6,145		1	%
2016 - 2017		4,245		<1	%
2018 - 2020		36,133		4	%
2021 - 2025		238,304		28	%
2026 and later		581,215		67	%
Total home equity revolving lines of credit	$	866,042		100	%

Installment and credit cards totaled $469 million at June 30, 2014 up $62 million (15%) compared to December 31, 2013, and consist of student loans, short-term and other personal installment loans and credit cards. The Corporation had $309 million and $330 million of student loans at June 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 guaranty 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.

65

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 June 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)

	June 30, 2014					March 31, 2014					December 31, 2013					September 30, 2013					June 30, 2013
			% of					% of					% of					% of					% of
	Amount		Total			Amount		Total			Amount		Total			Amount		Total			Amount		Total
Noninterest-bearing demand	$	4,211,057		24	%	$	4,478,981		26	%	$	4,626,312		27	%	$	4,453,663		24	%	$	4,259,776		25	%
Savings		1,275,493		7			1,252,669		7			1,159,512		7			1,195,944		7			1,211,567		7
Interest-bearing demand		2,918,900		17			3,084,457		18			2,889,705		17			2,735,529		15			2,802,277		17
Money market		7,348,650		43			7,069,173		40			6,906,442		40			8,199,281		45			7,040,317		41
Brokered CDs		44,809		—			51,235		—			50,450		—			56,024		—			59,206		—
Other time		1,517,350		9			1,573,412		9			1,634,746		9			1,697,467		9			1,759,293		10
Total deposits	$	17,316,259		100	%	$	17,509,927		100	%	$	17,267,167		100	%	$	18,337,908		100	%	$	17,132,436		100	%
Customer repo sweeps		489,886					548,179					419,247					515,555					489,700
Total customer funding		489,886					548,179					419,247					515,555					489,700
Total deposits and customer funding	$	17,806,145				$	18,058,106				$	17,686,414				$	18,853,463				$	17,622,136
Network transaction deposits included above in interest-bearing demand and money market	$	2,238,923				$	2,141,976				$	1,936,403				$	2,222,810				$	2,135,306
Total network transaction deposits and Brokered CDs		2,283,732					2,193,211					1,986,853					2,278,834					2,194,512
Total deposits and customer funding, excluding Brokered CDs and network transaction deposits	$	15,522,413				$	15,864,895				$	15,699,561				$	16,574,629				$	15,427,624

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

66

assets (see Table 8). The Corporation’s process, designed to assess the appropriateness of the allowance for credit losses, focuses on 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 June 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 June 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 June 30, 2014, the allowance for credit losses was $292 million compared to $300 million at June 30, 2013, and $290 million at December 31, 2013. At June 30, 2014, the allowance for loan losses to total loans was 1.59% and covered 152% of nonaccrual loans, compared to 1.76% and 127%, respectively, at June 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 0.10%, 0.36%, and 0.25% for the six months ended June 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 loan losses disclosures.

Management believes the level of allowance for credit losses to be appropriate at June 30, 2014 and December 31, 2013. For the remainder of 2014, the Corporation expects the provision for credit losses will grow based on expected loan growth and other factors.

67

TABLE 7

Allowance for Credit Losses

($ in Thousands)

	At and For the Six Months Ended						At and For the Year
	June 30,						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		11,500			8,000			10,000
Charge offs		(20,468	)		(49,032	)		(88,061	)
Recoveries		12,504			20,841			48,967
Net charge offs		(7,964	)		(28,191	)		(39,094	)
Balance at end of period	$	271,851		$	277,218		$	268,315
Allowance for Unfunded Commitments:
Balance at beginning of period	$	21,900		$	21,800		$	21,800
Provision for unfunded commitments		(1,500	)		600			100
Balance at end of period	$	20,400		$	22,400		$	21,900
Allowance for credit losses (A)	$	292,251		$	299,618		$	290,215
Provision for credit losses (B)	$	10,000		$	8,600		$	10,100
Net loan charge offs:		(C	)		(C	)		(C	)
Commercial and industrial	$	1,348	5	$	2,173	10	$	6,281	14
Commercial real estate—owner occupied		(674	)(13)		3,092	53		6,135	53
Lease financing		29	11		4	1		(12	)(2)
Commercial and business lending		703	2		5,269	19		12,404	21
Commercial real estate—investor		(1,270	)(9)		3,162	22		2,885	10
Real estate construction		908	20		1,297	36		(2,136	)(27)
Commercial real estate lending		(362	)(2)		4,459	25		749	2
Total commercial		341	1		9,728	21		13,153	14
Home equity revolving lines of credit		2,562	60		6,127	136		7,860	88
Home equity loans first liens		854	24		1,719	37		2,655	31
Home equity loans junior liens		1,807	183		3,991	319		5,902	250
Home equity		5,223	60		11,837	114		16,417	82
Installment and credit cards		360	18		243	11		(244	)(6)
Residential mortgage		2,040	10		6,383	35		9,768	26
Total consumer		7,623	25		18,463	60		25,941	42
Total net charge offs	$	7,964	10	$	28,191	36	$	39,094	25
CRE & Construction Net Charge Off Detail:		(C	)		(C	)		(C	)
Farmland	$	—		$	366	N/M	$	366	252
Multi-family		(67	)(1)		409	9		499	5
Non-owner occupied		(1,203	)(12)		2,387	24		2,020	10
Commercial real estate—investor	$	(1,270	)(9)	$	3,162	22	$	2,885	10
1-4 family construction	$	(117	)(8)	$	(208	)(20)	$	(3,796	)(163)
All other construction		1,025	32		1,505	58		1,660	30
Real estate construction	$	908	20	$	1,297	36	$	(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.
N/M—Not meaningful.
Ratios:
Allowance for loan losses to total loans		1.59	%		1.76	%		1.69	%
Allowance for loan losses to net charge offs (annualized)		16.9	x		4.9	x		6.9	x

68

TABLE 7 (continued)

Allowance for Credit Losses

($ in Thousands)

Quarterly Trends:	June 30,			March 31,			December 31,			September 30,			June 30,
	2014			2014			2013			2013			2013
Allowance for Loan Losses:
Balance at beginning of period	$	267,916		$	268,315		$	271,724		$	277,218		$	286,923
Provision for loan losses		6,500			5,000			2,000			—			4,000
Charge offs		(9,107	)		(11,361	)		(18,742	)		(20,288	)		(21,904	)
Recoveries		6,542			5,962			13,333			14,794			8,199
Net charge offs		(2,565	)		(5,399	)		(5,409	)		(5,494	)		(13,705	)
Balance at end of period	$	271,851		$	267,916		$	268,315		$	271,724		$	277,218
Allowance for Unfunded Commitments:
Balance at beginning of period	$	21,900		$	21,900		$	21,600		$	22,400		$	21,100
Provision for unfunded commitments		(1,500	)		—			300			(800	)		1,300
Balance at end of period	$	20,400		$	21,900		$	21,900		$	21,600		$	22,400
Allowance for credit losses (A)	$	292,251		$	289,816		$	290,215		$	293,324		$	299,618
Provision for credit losses (B)	$	5,000		$	5,000		$	2,300		$	(800	)	$	5,300
Net loan charge offs:		(C	)		(C	)		(C	)		(C	)		(C	)
Commercial and industrial	$	(1,377	)(10)	$	2,725	22	$	4,555	38	$	(447	)(4)	$	1,477	13
Commercial real estate—owner occupied		(550	)(20)		(124	)(5)		967	34		2,076	72		1,574	54
Lease financing		29	22		—			(16	)(12)		—			16	12
Commercial and business lending		(1,898	)(12)		2,601	17		5,506	37		1,629	11		3,067	21
Commercial real estate—investor		(239	)(3)		(1,031	)(14)		137	2		(414	)(6)		2,999	41
Real estate construction		795	33		113	5		(3,130	)(145)		(303	)(15)		(95	)(5)
Commercial real estate lending		556	6		(918	)(10)		(2,993	)(32)		(717	)(8)		2,904	31
Total commercial		(1,342	)(5)		1,683	7		2,513	10		912	4		5,971	25
Home equity revolving lines of credit		1,380	64		1,182	55		966	44		767	34		2,512	112
Home equity loans first liens		448	26		406	23		372	19		564	27		954	42
Home equity loans junior liens		948	196		859	171		1,111	205		800	140		2,034	336
Home equity		2,776	64		2,447	55		2,449	52		2,131	44		5,500	108
Installment and credit cards		247	25		113	11		(611	)(59)		124	11		66	6
Residential mortgage		884	9		1,156	12		1,058	11		2,327	25		2,168	24
Total consumer		3,907	25		3,716	25		2,896	19		4,582	30		7,734	50
Total net charge offs	$	2,565	6	$	5,399	14	$	5,409	14	$	5,494	14	$	13,705	35
CRE & Construction Net Charge Off Detail:		(C	)		(C	)		(C	)		(C	)		(C	)
Farmland	$	—			—			—			—			(32	)(84)
Multi-family		(18	)(1)		(49	)(2)		(37	)(2)		127	5		942	40
Non-owner occupied		(221	)(4)		(982	)(20)		174	4		(541	)(11)		2,089	42
Commercial real estate—investor	$	(239	)(3)		(1,031	)(14)		137	2		(414	)(6)		2,999	41
1-4 family construction	$	4	1		(121	)(18)		(2,684	)(413)		(904	)(143)		(349	)(62)
All other construction		791	48		234	15		(446	)(29)		601	41		254	19
Real estate construction	$	795	33		113	5		(3,130	)(145)		(303	)(15)		(95	)(5)

(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.

69

TABLE 8

Nonperforming Assets

($ in Thousands)

	June 30,			March 31,			December 31,			September 30,			June 30,
	2014			2014			2013			2013			2013
Nonperforming assets by type:
Commercial and industrial	$	40,846		$	38,488		$	37,719		$	36,105		$	30,302
Commercial real estate—owner occupied		31,725			26,735			29,664			28,301			24,003
Lease financing		1,541			172			69			99			72
Commercial and business lending		74,112			65,395			67,452			64,505			54,377
Commercial real estate—investor		28,135			33,611			37,596			49,841			60,780
Real estate construction		6,988			6,667			6,467			18,670			21,419
Commercial real estate lending		35,123			40,278			44,063			68,511			82,199
Total commercial		109,235			105,673			111,515			133,016			136,576
Home equity revolving lines of credit		10,056			10,356			11,883			11,991			12,940
Home equity loans first liens		4,634			5,341			6,135			6,131			7,898
Home equity loans junior liens		6,183			6,788			7,149			7,321			7,296
Home equity		20,873			22,485			25,167			25,443			28,134
Installment and credit cards		771			915			1,114			1,269			1,533
Residential mortgage		48,347			48,905			47,632			47,866			51,250
Total consumer		69,991			72,305			73,913			74,578			80,917
Total nonaccrual loans (“NALs”)		179,226			177,978			185,428			207,594			217,493
Commercial real estate owned		9,498			8,224			8,359			10,003			11,696
Residential real estate owned		6,182			6,313			5,217			8,975			9,087
Bank properties real estate owned		2,049			4,636			4,542			6,099			6,624
Other real estate owned (“OREO”)		17,729			19,173			18,118			25,077			27,407
Total nonperforming assets (“NPAs”)	$	196,955		$	197,151		$	203,546		$	232,671		$	244,900
Commercial real estate & Real estate construction NALs detail:
Farmland	$	—		$	—		$	—		$	109		$	70
Multi-family		3,929			3,713			3,782			5,260			6,726
Non-owner occupied		24,206			29,898			33,814			44,472			53,984
Commercial real estate—investor	$	28,135		$	33,611		$	37,596		$	49,841		$	60,780
1-4 family construction	$	1,843		$	1,900		$	1,915		$	12,654		$	14,222
All other construction		5,145			4,767			4,552			6,016			7,197
Real estate construction	$	6,988		$	6,667		$	6,467		$	18,670		$	21,419
Accruing loans past due 90 days or more:
Commercial	$	289		$	16		$	1,199		$	1,198		$	770
Consumer		1,487			707			1,151			865			778
Total accruing loans past due 90 days or more	$	1,776		$	723		$	2,350		$	2,063		$	1,548
Restructured loans (accruing):
Commercial	$	83,999		$	88,329		$	94,265		$	86,468		$	87,970
Consumer		30,382			28,595			29,720			30,575			31,096
Total restructured loans (accruing)	$	114,381		$	116,924		$	123,985		$	117,043		$	119,066
Nonaccrual restructured loans (included in nonaccrual loans)	$	72,388		$	74,231		$	59,585		$	69,311		$	70,354
Ratios:
Nonaccrual loans to total loans		1.05	%		1.08	%		1.17	%		1.33	%		1.38	%
NPAs to total loans plus OREO		1.15	%		1.20	%		1.28	%		1.49	%		1.55	%
NPAs to total assets		0.77	%		0.79	%		0.84	%		0.98	%		1.04	%
Allowance for loan losses to NALs		151.68	%		150.53	%		144.70	%		130.89	%		127.46	%
Allowance for loan losses to total loans		1.59	%		1.63	%		1.69	%		1.74	%		1.76	%

70

TABLE 8 (continued)

Nonperforming Assets

($ in Thousands)

	June 30,		March 31,		December 31,		September 30,		June 30,
	2014		2014		2013		2013		2013
Loans 30-89 days past due by type:
Commercial and industrial	$	2,519	$	4,126	$	6,826	$	6,518	$	8,516
Commercial real estate—owner occupied		6,323		5,342		3,106		8,505		8,105
Lease financing		556		567		—		1,000		57
Commercial and business lending		9,398		10,035		9,932		16,023		16,678
Commercial real estate—investor		2,994		7,188		23,215		21,747		18,269
Real estate construction		258		679		1,954		820		797
Commercial real estate lending		3,252		7,867		25,169		22,567		19,066
Total commercial		12,650		17,902		35,101		38,590		35,744
Home equity revolving lines of credit		6,986		5,344		6,728		6,318		7,739
Home equity loans first liens		1,685		1,469		1,110		1,376		1,857
Home equity loans junior liens		2,138		3,006		2,842		2,206		2,709
Home equity		10,809		9,819		10,680		9,900		12,305
Installment and credit cards		1,734		1,269		1,150		1,170		1,434
Residential mortgage		7,070		4,498		6,118		6,722		9,920
Total consumer		19,613		15,586		17,948		17,792		23,659
Total loans past due 30-89 days	$	32,263	$	33,488	$	53,049	$	56,382	$	59,403
Commercial real estate & Real estate construction loans 30-89 days past due detail:
Farmland	$	—	$	—	$	—	$	—	$	455
Multi-family		—		2,524		14,755		216		14,533
Non-owner occupied		2,994		4,664		8,460		21,531		3,281
Commercial real estate—investor	$	2,994	$	7,188	$	23,215	$	21,747	$	18,269
1-4 family construction	$	242	$	327	$	987	$	579	$	449
All other construction		16		352		967		241		348
Real estate construction	$	258	$	679	$	1,954	$	820	$	797
Potential problem loans by type:
Commercial and industrial	$	187,251	$	109,027	$	113,669	$	112,947	$	127,382
Commercial real estate—owner occupied		57,757		64,785		56,789		61,256		75,074
Lease financing		2,280		3,065		1,784		207		279
Commercial and business lending		247,288		176,877		172,242		174,410		202,735
Commercial real estate—investor		31,903		34,790		52,429		87,526		89,342
Real estate construction		4,473		4,870		5,263		7,540		9,184
Commercial real estate lending		36,376		39,660		57,692		95,066		98,526
Total commercial		283,664		216,537		229,934		269,476		301,261
Home equity revolving lines of credit		277		310		303		170		308
Home equity loans first liens		—		—		—		—		—
Home equity loans junior liens		822		741		1,810		2,067		2,307
Home equity		1,099		1,051		2,113		2,237		2,615
Installment and credit cards		844		—		50		67		83
Residential mortgage		2,445		2,091		3,312		5,342		5,917
Total consumer		4,388		3,142		5,475		7,646		8,615
Total potential problem loans	$	288,052	$	219,679	$	235,409	$	277,122	$	309,876

71

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 $179 million at June 30, 2014, compared to $217 million at June 30, 2013 and $185 million at December 31, 2013. Total nonaccrual loans were down $38 million (18%) since June 30, 2013, and decreased $6 million (3%) from December 31, 2013. The ratio of nonaccrual loans to total loans was 1.05% at June 30, 2014, compared to 1.38% at June 30, 2013 and 1.17% at December 31, 2013. The Corporation’s allowance for loan losses to nonaccrual loans was 152% at June 30, 2014, up from 127% at June 30, 2013 and 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 June 30, 2014, accruing loans 90 days or more past due totaled $2 million, relatively unchanged from both June 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 June 30, 2014, potential problem loans totaled $288 million, compared to $310 million at June 30, 2013 and $235 million at December 31, 2013, respectively. The increase in potential problem loans from December 31, 2013 was primarily due to the downgrade of several shared national credits in second quarter of 2014.

Other Real Estate Owned: Other real estate owned was $18 million at June 30, 2014, compared to $27 million at June 30, 2013 and $18 million at December 31, 2013, respectively. Write-downs on other real estate owned were $1 million and $2 million for the first six months of 2014 and 2013, respectively, 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.

72

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 deposit funding 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 June 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, Standard and Poor’s (“S&P”), and Dominion Bond Rating Service (“DBRS”). 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.

	June 30, 2014
	Moody’s		S&P		DBRS
Bank short-term		P2		—		R2H
Bank long-term		A3		BBB+		BBBH
Corporation short-term		P2		—		R2M
Corporation long-term		Baa1		BBB		BBB
Outlook		Stable		Stable		POS

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, $78 million was outstanding at June 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 $127 million during the first six months of 2014 from subsidiaries.

73

The Bank has established federal funds lines with counterparty banks and has the ability to borrow from the Federal Home Loan Bank ($3.8 billion of Federal Home Loan Bank advances were outstanding at June 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.

Investment securities are an important tool to the Corporation’s liquidity objective. As of June 30, 2014, the majority of investment securities are classified as available for sale, with only a portion of municipal securities (less than $250 million) classified as held to maturity. Of the $5.8 billion investment securities portfolio at June 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 $2.8 billion could be pledged or sold to enhance liquidity, if necessary.

For the six months ended June 30, 2014, net cash provided by operating activities and financing activities was $117 million and $1.4 billion, respectively, while net cash used in investing activities was $1.5 billion, for a net increase in cash and cash equivalents of $44 million since year-end 2013. During the first six months of 2014, loans increased $1.1 billion and investment securities increased $327 million. On the funding side, deposits increased $49 million and short-term funding increased $1.6 billion, while long-term funding decreased $155 million.

For the six months ended June 30, 2013, net cash provided by operating activities and financing activities was $193 million and $137 million, respectively, while net cash used in investing activities was $513 million, for a net decrease in cash and cash equivalents of $183 million since year-end 2012. During the first half of 2013, loans increased $336 million and investment securities decreased $36 million. On the funding side, deposits increased $193 million and short-term funding increased $438 million, while long-term funding decreased $401 million.

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

74

The resulting simulations for June 30, 2014, and December 31, 2013 projected that net interest income would increase by approximately 1.1% and 0.4%, respectively, if rates rose instantaneously by a 100 bp shock and projected that net interest income would increase by approximately 2.5% and 0.9%, respectively, if rates rose instantaneously by a 200 bp shock. As of June 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 June 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 June 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 June 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		One to		Three to		Over
	or Less		Three Years		Five Years		Five Years		Total
	($ in Thousands)
Time deposits	$	1,036,874	$	328,849	$	189,219	$	7,217	$	1,562,159
Short-term funding		2,337,171		—		—		—		2,337,171
Long-term funding		2		431,588		2,500,000		219		2,931,809
Operating leases		10,699		21,505		17,759		33,206		83,169
Commitments to extend credit		3,351,765		1,592,173		1,330,657		126,659		6,401,254
Total	$	6,736,511	$	2,374,115	$	4,037,635	$	167,301	$	13,315,562

Capital

Stockholders’ equity at June 30, 2014 was $2.9 billion, up slightly ($39 million) from December 31, 2013. At June 30, 2014, stockholders’ equity included $10 million of accumulated other comprehensive income compared to $24 million of accumulated other comprehensive loss at December 31, 2013. Cash dividends of $0.18 per share were paid in the first half of 2014 and $0.16 per share were paid in the first half of 2013. The ratio of total stockholders’ equity to assets was 11.39% and 11.93% at June 30, 2014 and December 31, 2013, respectively.

During the first half of 2014, 4.0 million shares were repurchased for $69 million (or an average cost per common share of $17.27), while during the full year 2013, 7.7 million shares were repurchased for $120 million (or an average cost per common share of $15.57). The Corporation also repurchased shares for minimum tax withholding settlements on equity compensation totaling approximately $4 million (215,900 shares at an average cost per common share of $16.44) during the first half of 2014, compared to repurchases of shares for minimum tax withholding settlements on equity compensation totaling approximately $3 million (239,215 shares at an

75

average cost per common share of $14.00) for the full year 2013. At June 30, 2014, the Corporation had $146 million remaining under repurchase authorizations previously approved by the Board of Directors. See section “Recent Developments” for additional information on the July 2014 common stock repurchases. See Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds,” for additional information on the shares repurchased during the second 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.

76

TABLE 10

Capital Ratios

(In Thousands, except per share data)

	Quarter Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
	2014			2014			2013			2013			2013
Total stockholders’ equity	$	2,929,946		$	2,901,024		$	2,891,290		$	2,872,282		$	2,876,976
Tangible stockholders’ equity(1)		1,991,576			1,961,663			1,950,938			1,930,919			1,934,603
Tier 1 capital(2)		1,980,675			1,973,240			1,975,182			1,966,797			1,957,146
Tier 1 common equity(3)		1,919,651			1,912,083			1,913,320			1,904,060			1,893,875
Tangible common equity(1)		1,930,552			1,900,505			1,889,076			1,868,182			1,871,331
Total risk-based capital(2)		2,205,423			2,187,637			2,184,884			2,198,219			2,190,127
Tangible assets(1)		24,789,416			23,866,836			23,286,568			22,747,312			22,674,571
Risk weighted assets(2)		17,911,201			17,075,004			16,694,148			16,358,823			16,479,374
Market capitalization		2,883,398			2,907,877			2,829,640			2,545,053			2,578,765
Book value per common share	$	17.99		$	17.64		$	17.40		$	17.10		$	16.97
Tangible book value per common share		12.11			11.80			11.62			11.37			11.28
Cash dividend per common share		0.09			0.09			0.09			0.08			0.08
Stock price at end of period		18.08			18.06			17.40			15.49			15.55
Low closing price for the period		16.82			15.58			15.34			15.29			13.81
High closing price for the period		18.39			18.35			17.56			17.60			15.69
Total stockholders’ equity / assets		11.39	%		11.69	%		11.93	%		12.13	%		12.18	%
Tangible common equity / tangible assets(1)		7.79			7.96			8.11			8.21			8.25
Tangible stockholders’ equity / tangible assets(1)		8.03			8.22			8.38			8.49			8.53
Tier 1 common equity / risk-weighted assets(3)		10.72			11.20			11.46			11.64			11.49
Tier 1 leverage ratio(2)		8.26			8.46			8.70			8.76			8.73
Tier 1 risk-based capital ratio(2)		11.06			11.56			11.83			12.02			11.88
Total risk-based capital ratio(2)		12.31			12.81			13.09			13.44			13.29
Common shares outstanding (period end)		159,480			161,012			162,623			164,303			165,837
Basic common shares outstanding (average)		159,940			161,467			162,611			164,954			166,605
Diluted common shares outstanding (average)		160,838			162,188			163,235			165,443			166,748

(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.

77

Comparable Second Quarter Results

The Corporation recorded net income of $46 million for the three months ended June 30, 2014, compared to net income of $48 million for the three months ended June 30, 2013. Net income available to common equity was $45 million for the three months ended June 30, 2014, or net income of $0.28 for both basic and diluted earnings per common share. Comparatively, net income available to common equity for the three months ended June 30, 2013, was $47 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 second quarter of 2014 was $173 million, $8 million higher than the second quarter of 2013 (see Table 2). Changes in the balance sheet volume and mix increased taxable equivalent net interest income by $8 million, while changes in the rate environment remained relatively level. The Federal funds target rate was unchanged for both the second quarter of 2014 and the second quarter of 2013. The net interest margin between the comparable quarters was down 8 bp, to 3.08% in the second quarter of 2014. Average earning assets increased $1.6 billion to $22.5 billion in the second quarter of 2014, with average loans up $919 million (predominantly in commercial loans) and investments and other short-term investments up $668 million (predominantly in mortgage related securities). On the funding side, average interest-bearing deposits were up $186 million and average demand deposits decreased $118 million, while average short and long-term funding was up $1.5 billion (mainly due to FHLB advances).

Credit quality continued to improve with nonaccrual loans declining to $179 million (1.05% of total loans) at June 30, 2014, compared to $217 million (1.38% of total loans) at June 30, 2013 (see Table 8). Compared to the second quarter of 2013, potential problem loans were down 7% to $288 million. The provision for credit losses was $5 million for the second quarter of 2014, flat compared to the second quarter of 2013 (see Table 7). Annualized net charge offs represented 0.06% of average loans for the second quarter of 2014 compared to 0.35% for the second quarter of 2013. The allowance for loan losses to loans at June 30, 2014 was 1.59%, compared to 1.76% at June 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 second quarter of 2014 decreased $12 million (14%) to $72 million versus the second quarter of 2013. Core fee-based revenue increased $5 million primarily in insurance commissions due to a $3 million reserve established in the second quarter of 2013 related to third party insurance products sold in prior years. Net mortgage banking income was $5 million, down $14 million from the second of 2013, predominantly due to a decline in the gain on sales of mortgage loans and changes in the mortgage servicing rights valuation reserve (from an $8 million recovery in the second quarter of 2013 versus none in the second quarter of 2014). Net capital market fees decreased $3 million primarily due to the change in the credit risk of interest related derivative instruments. Other income decreased $1million from the second quarter of 2013 due to one-time charges related to customer reimbursements paid in the second quarter of 2014.

On a comparable quarter basis, noninterest expense decreased $1 million (1%) to $168 million in the second quarter of 2014. Personnel expense decreased $2 million (2%) from the second quarter of 2013, primarily due to lower health insurance expenses (reflecting changes in employee health decisions) and lower pension expense. Legal and professional fees decreased $1 million due to a decrease in consultant costs. Technology increased $2 million as we continue to invest in solutions that will drive operational efficiency.

For the second quarter of 2014, the Corporation recognized income tax expense of $22 million, compared to income tax expense of $23 million for the second quarter of 2013. The effective tax rate was 31.84% and 32.07% for the second quarter of 2014 and the second quarter of 2013, respectively.

78

TABLE 11

Selected Quarterly Information

($ in Thousands)

	Quarter Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
	2014			2014			2013			2013			2013
Summary of Operations:
Net interest income	$	168,703		$	164,973		$	167,199		$	160,509		$	160,182
Provision for credit losses		5,000			5,000			2,300			(800	)		5,300
Noninterest income
Trust service fees		12,017			11,711			11,938			11,380			11,405
Service charges on deposit accounts		17,412			16,400			17,330			18,407			17,443
Card-based and other nondeposit fees		12,577			12,509			12,684			12,688			12,591
Insurance commissions		13,651			12,317			11,274			11,356			9,631
Brokerage and annuity commissions		4,520			4,033			3,881			3,792			3,688
Total core fee-based revenue		60,177			56,970			57,107			57,623			54,758
Mortgage banking, net		5,362			6,361			8,277			3,542			19,263
Capital market fees, net		2,099			2,322			2,771			2,652			5,074
BOLI income		3,011			4,320			2,787			2,817			3,281
Asset gains (losses), net		899			728			2,687			1,934			(44	)
Investment securities gains (losses), net		34			378			(18	)		248			34
Other		665			2,442			2,262			2,100			1,944
Total noninterest income		72,247			73,521			75,873			70,916			84,310
Noninterest expense
Personnel expense		97,793			97,698			101,215			98,102			99,791
Occupancy		13,785			15,560			14,684			14,758			14,305
Equipment		6,227			6,276			6,509			6,213			6,462
Technology		14,594			12,724			12,963			12,323			12,651
Business development and advertising		5,077			5,062			7,834			5,947			5,028
Other intangible asset amortization		991			991			1,011			1,010			1,011
Loan expense		3,620			2,787			3,677			3,157			3,044
Legal and professional fees		4,436			4,188			5,916			3,482			5,483
Losses other than loans		381			544			1,559			(600	)		499
Foreclosure / OREO expense		1,575			1,896			2,829			2,515			2,302
FDIC expense		4,945			5,001			4,879			4,755			4,395
Other		14,501			14,931			16,091			13,509			13,725
Total noninterest expense		167,925			167,658			179,167			165,171			168,696
Income tax expense		21,660			20,637			13,847			21,396			22,608
Net income		46,365			45,199			47,758			45,658			47,888
Preferred stock dividends		1,278			1,244			1,273			1,285			1,300
Net income available to common equity	$	45,087		$	43,955		$	46,485		$	44,373		$	46,588
Taxable equivalent net interest income	$	173,360		$	169,629		$	172,237		$	165,457		$	165,178
Net interest margin		3.08	%		3.12	%		3.23	%		3.13	%		3.16	%
Effective tax rate		31.84	%		31.35	%		22.48	%		31.91	%		32.07	%
Average Balances:
Assets	$	24,858,072		$	24,213,213		$	23,558,725		$	23,313,577		$	23,306,220
Earning assets		22,537,515			21,892,503			21,242,065			21,039,467			20,951,244
Interest-bearing liabilities		17,711,534			16,962,190			16,135,174			16,010,930			15,988,021
Loans		16,646,389			16,164,617			15,748,284			15,724,365			15,727,807
Deposits		17,172,832			16,990,272			17,881,531			17,609,819			17,105,078
Short and long-term funding		4,612,012			4,138,223			2,606,958			2,665,415			3,074,647
Stockholders’ equity	$	2,891,118		$	2,888,768		$	2,872,638		$	2,862,890		$	2,920,994

79

Sequential Quarter Results

The Corporation recorded net income of $46 million for the three months ended June 30, 2014, compared to net income of $45 million for the three months ended March 31, 2014. Net income available to common equity was $45 million for the second quarter of 2014, or net income of $0.28 for both basic and diluted earnings per common share. Comparatively, net income available to common equity for the first quarter of 2014, was $44 million, or net income of $0.27 for both basic and diluted earnings per common share (see Table 1).

Taxable equivalent net interest income for the second quarter of 2014 was $173 million, $4 million higher than the first quarter of 2014, as changes in the balance sheet volume and mix increased taxable equivalent net interest income by $4 million, and changes in the rate environment and product pricing increased net interest income by $1 million, while the day count difference between quarters decreased net interest income by $1 million. The Federal funds target rate was unchanged for both quarters. The net interest margin in the second quarter of 2014 was down 4 bp, to 3.08%. Average earning assets increased $645 million to $22.5 billion in the second quarter of 2014, with average loans up $482 million (predominantly in commercial loans) and average investments and other short-term investments up $163 million (predominantly in mortgage related securities). On the funding side, average short and long-term funding was up $474 million (primarily short-term FHLB advances), while average interest-bearing deposits were up $276 million (primarily money market deposits).

Nonaccrual loans were up slightly, to $179 million (1.05% of total loans) at June 30, 2014, compared to $178 million (1.08% of total loans) at March 31, 2014 (see Table 8). Potential problem loans increased to $288 million, up $68 million from the first quarter of 2014. The provision for credit losses for the second quarter of 2014 was $5 million, flat compared to the first quarter of 2014 (see Table 7). Annualized net charge offs represented 0.06% of average loans for the second quarter of 2014 compared to 0.14% for the first quarter of 2014. The allowance for loan losses to loans at June 30, 2014 was 1.59%, compared to 1.63% at March 31, 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 second quarter of 2014 decreased $1 million (2%) to $72 million versus the first quarter of 2014. Core fee-based revenue increased $3 million (6%) from the first quarter of 2014. All core-based fee revenue categories increased from the first quarter with insurance commissions and service charges on deposit accounts accounting for the majority of the growth. Net mortgage banking income was $5 million, down $1 million (16%) from the first quarter of 2014, predominantly due to a decline in the gain on sales of mortgage loans. Bank owned life insurance income decreased $1 million primarily due to the death benefits received during the first quarter of 2014. Other income decreased $2 million from the first 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 remained relatively unchanged at $168 million for both the second quarter and first quarter of 2014. Occupancy expense declined $2 million from the first quarter of 2014 predominantly due to the seasonal decline in contracted services, mainly snow removal. Technology expense increased $2 million from the first quarter of 2014 as we continue to invest in solutions that will drive operational efficiency.

For the second quarter of 2014, the Corporation recognized income tax expense of $22 million, compared to income tax expense of $21 million for the first quarter of 2014. The effective tax rate was 31.84% and 31.35% for the second quarter of 2014 and the first 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 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.

80

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 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.

81

Recent Developments

On July 1, 2014, the Corporation repurchased approximately 1.6 million shares of common stock for $30 million under an accelerated share repurchase program. On July 24, 2014, the Corporation repurchased approximately 3.1 million shares of common stock for $60 million under an accelerated share repurchase program. After these common stock repurchases, the Corporation has $56 million remaining under repurchase authorizations previously approved by the Board of Directors.

On July 22, 2014, the Board of Directors declared a regular quarterly cash dividend of $0.09 per common share, payable on September 15, 2014, to shareholders of record at the close of business on September 2, 2014. 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 September 15, 2014, to shareholders of record at the close of business on September 2, 2014. These cash dividends have not been reflected in the accompanying consolidated financial statements.

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 June 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 June 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.

PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

The following is a description of the Corporation’s material pending 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 claims 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. The lawsuit seeks monetary damages and attorneys’ fees. The Corporation filed a motion to dismiss on June 5, 2014. On July 29, 2014, the parties entered into a Joint Stipulation to Dismiss Case which provided for the dismissal of the case with prejudice. As part of the resolution of this matter, the Corporation made an immaterial payment to the plaintiff.

82

The Bank entered into a Stipulation and Consent Order for a Civil Money Penalty with the Office of the Comptroller of the Currency (the “OCC”) dated June 26, 2014, which provides for the payment by the Bank of a civil money penalty of $500,000. The civil money penalty, which was paid in June 2014, relates to BSA/AML deficiencies which were the subject of a Consent Order dated February 23, 2012. The Consent Order was subsequently terminated in March, 2014.

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

Following are the Corporation’s monthly common stock purchases during the second 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. See section, “Recent Developments” for additional information on the July 2014 common stock repurchases.

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)
April 1, 2014—April 30, 2014		1,643,161	$	17.36		1,643,161		—
May 1, 2014—May 31, 2014		85,861		17.36		85,861		—
June 1, 2014—June 30, 2014		—		—		—		—
Total		1,729,022	$	17.36		1,729,022		8,069,799

(a) During the second quarter of 2014, the Corporation repurchased 24,870 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 July 23, 2013, the Board of Directors authorized the Corporation to repurchase up to an aggregate amount of $120 million of common stock, of which, $26 million remained available to repurchase as of June 30, 2014. On March 18, 2014, the Board of Directors also authorized the repurchase of up to an additional $120 million of common stock, which is in addition to the $26 million remaining under the July 2013 common stock repurchase authorization. Using the closing stock price on June 30, 2014 of $18.08, a total of approximately 8.1 million common shares remained available to be repurchased under both authorizations as of June 30, 2014.

ITEM 6. Exhibits

(a) Exhibits:

Exhibit (10.1), Form of Restricted Stock Agreement.

Exhibit (10.2), Form of Restricted Stock Unit Agreement.

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.

83

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: August 4, 2014	/s/ Philip B. Flynn
	Philip B. Flynn
	President and Chief Executive Officer
Date: August 4, 2014	/s/ Christopher J. Del Moral-Niles
	Christopher J. Del Moral-Niles
	Chief Financial Officer and Principal Accounting Officer

84