Associated Banc-Corp - 10-Q quarterly report FY2015 Q3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended September 30, 2015



¨	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 ý 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 ý 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	ý	Accelerated filer	¨

Non-accelerated filer	¨ (Do not check if a 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 ý

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of registrant’s common stock, par value $0.01 per share, at October 29, 2015, was 150,327,891.

Table of Contents

ASSOCIATED BANC-CORP

TABLE OF CONTENTS

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. Financial Statements:

ASSOCIATED BANC-CORP

Consolidated Balance Sheets



	September 30, 2015 (Unaudited)			December 31, 2014 (Audited)
	(In Thousands, except share and per share data)
ASSETS
Cash and due from banks	$	303,701		$	444,113
Interest-bearing deposits in other financial institutions	70,023			571,924
Federal funds sold and securities purchased under agreements to resell	36,490			16,030
Investment securities held to maturity, at amortized cost	604,799			404,455
Investment securities available for sale, at fair value	5,403,656			5,396,812
Federal Home Loan Bank ("FHLB") and Federal Reserve Bank stocks, at cost	160,871			189,107
Loans held for sale	105,144			154,935
Loans	18,524,773			17,593,846
Allowance for loan losses	(262,536		)	(266,302		)
Loans, net	18,262,237			17,327,544
Premises and equipment, net	271,119			274,688
Goodwill	968,844			929,168
Other intangible assets, net	78,380			67,582
Trading assets	43,752			35,163
Other assets	1,158,227			1,010,253
Total assets	$	27,467,243		$	26,821,774
LIABILITIES AND STOCKHOLDERS’ EQUITY
Noninterest-bearing demand deposits	$	4,657,261		$	4,505,272
Interest-bearing deposits	15,901,134			14,258,232
Total deposits	20,558,395			18,763,504
Federal funds purchased and securities sold under agreements to repurchase	702,569			493,991
Other short-term funding	319,766			574,297
Long-term funding	2,679,542			3,930,117
Trading liabilities	45,817			37,329
Accrued expenses and other liabilities	207,357			222,285
Total liabilities	24,513,446			24,021,523
Stockholders’ equity
Preferred equity	121,379			59,727
Common stock	1,642			1,665
Surplus	1,455,034			1,484,933
Retained earnings	1,570,199			1,497,818
Accumulated other comprehensive income (loss)	15,376			(4,850		)
Treasury stock, at cost	(209,833		)	(239,042		)
Total stockholders’ equity	2,953,797			2,800,251
Total liabilities and stockholders’ equity	$	27,467,243		$	26,821,774
Preferred shares issued	125,114			61,356
Preferred shares authorized (par value $1.00 per share)	750,000			750,000
Common shares issued	164,200,068			166,544,252
Common shares authorized (par value $0.01 per share)	250,000,000			250,000,000
Treasury shares of common stock	13,272,472			15,002,318

See accompanying notes to consolidated financial statements.

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Item 1: Financial Statements Continued:

ASSOCIATED BANC-CORP

Consolidated Statements of Income

(Unaudited)



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(In Thousands, except per share data)
INTEREST INCOME
Interest and fees on loans	$	155,663	$	152,030	$	460,025	$	442,046
Interest and dividends on investment securities:
Taxable	24,937		25,037		73,897		77,403
Tax exempt	7,917		7,483		23,369		21,484
Other interest	1,489		1,503		4,952		4,814
Total interest income	190,006		186,053		562,243		545,747
INTEREST EXPENSE
Interest on deposits	8,521		6,621		24,281		18,975
Interest on Federal funds purchased and securities sold under agreements to repurchase	248		390		714		1,001
Interest on other short-term funding	83		233		279		629
Interest on long-term funding	10,645		6,179		32,159		18,836
Total interest expense	19,497		13,423		57,433		39,441
NET INTEREST INCOME	170,509		172,630		504,810		506,306
Provision for credit losses	8,000		1,000		17,500		11,000
Net interest income after provision for credit losses	162,509		171,630		487,310		495,306
NONINTEREST INCOME
Trust service fees	12,273		12,218		36,875		35,946
Service charges on deposit accounts	17,385		17,961		48,894		51,773
Card-based and other nondeposit fees	12,618		12,407		38,631		37,493
Insurance commissions	17,561		7,860		57,366		33,828
Brokerage and annuity commissions	3,809		4,040		11,684		12,593
Mortgage banking, net	6,643		6,669		23,992		18,392
Capital market fees, net	2,170		2,939		7,329		7,360
Bank owned life insurance income	2,448		3,506		7,704		10,837
Asset gains, net	95		4,934		3,084		6,561
Investment securities gains, net	2,796		57		4,038		469
Other	2,118		2,317		6,916		5,424
Total noninterest income	79,916		74,908		246,513		220,676
NONINTEREST EXPENSE
Personnel expense	101,134		97,650		304,272		293,141
Occupancy	14,187		13,743		46,178		43,088
Equipment	6,003		6,133		17,514		18,636
Technology	14,748		13,573		46,660		40,891
Business development and advertising	5,964		7,467		18,120		17,606
Other intangible amortization	885		990		2,574		2,972
Loan expense	3,305		3,813		9,982		10,220
Legal and professional fees	4,207		4,604		13,089		13,228
Foreclosure / OREO expense	496		2,083		3,224		5,554
FDIC expense	6,000		6,859		18,500		16,805
Other	14,507		14,938		42,394		45,295
Total noninterest expense	171,436		171,853		522,507		507,436
Income before income taxes	70,989		74,685		211,316		208,546
Income tax expense	21,551		24,478		65,806		66,775
Net income	49,438		50,207		145,510		141,771
Preferred stock dividends	2,184		1,255		4,957		3,777
Net income available to common equity	$	47,254	$	48,952	$	140,553	$	137,994
Earnings per common share:
Basic	$	0.31	$	0.31	$	0.93	$	0.86
Diluted	$	0.31	$	0.31	$	0.92	$	0.85
Average common shares outstanding:
Basic	148,614		155,925		149,524		159,090
Diluted	149,799		156,991		150,704		159,993

See accompanying notes to consolidated financial statements.

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Item 1: Financial Statements Continued:

ASSOCIATED BANC-CORP

Consolidated Statements of Comprehensive Income

(Unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	($ in Thousands)
Net income	$	49,438		$	50,207		$	145,510		$	141,771
Other comprehensive income (loss), net of tax:
Investment securities available for sale:
Net unrealized gains (losses)	22,907			(20,123		)	35,101			36,061
Reclassification adjustment for net gains realized in net income	(2,796		)	(57		)	(4,038		)	(469		)
Income tax (expense) benefit	(7,725		)	7,757			(11,907		)	(13,684		)
Other comprehensive income (loss) on investment securities available for sale	12,386			(12,423		)	19,156			21,908
Defined benefit pension and postretirement obligations:
Amortization of prior service cost	12			15			37			45
Amortization of actuarial losses	627			317			1,692			949
Income tax expense	(243		)	(128		)	(659		)	(383		)
Other comprehensive income on pension and postretirement obligations	396			204			1,070			611
Total other comprehensive income (loss)	12,782			(12,219		)	20,226			22,519
Comprehensive income	$	62,220		$	37,988		$	165,736		$	164,290

See accompanying notes to consolidated financial statements.

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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, 2013	$	61,862		$	1,750		$	1,617,990		$	1,392,508		$	(24,244	)	$	(158,576	)	$	2,891,290
Comprehensive income:
Net income	—			—			—			141,771			—			—			141,771
Other comprehensive income	—			—			—			—			22,519			—			22,519
Comprehensive income																			164,290
Common stock issued:
Stock-based compensation plans, net	—			—			1,863			(20,556		)	—			29,824			11,131
Purchase of common stock returned to authorized but unissued	—			(31		)	(50,467		)	—			—			—			(50,498		)
Purchase of treasury stock	—			—			—			—			—			(112,245		)	(112,245		)
Cash dividends:
Common stock, $0.27 per share	—			—			—			(43,299		)	—			—			(43,299		)
Preferred stock	—			—			—			(3,777		)	—			—			(3,777		)
Purchase of preferred stock	(838		)	—			—			(122		)	—			—			(960		)
Stock-based compensation expense, net	—			—			12,462			—			—			—			12,462
Tax benefit of stock-based compensation	—			—			1,184			—			—			—			1,184
Balance, September 30, 2014	$	61,024		$	1,719		$	1,583,032		$	1,466,525		$	(1,725	)	$	(240,997	)	$	2,869,578
Balance, December 31, 2014	$	59,727		$	1,665		$	1,484,933		$	1,497,818		$	(4,850	)	$	(239,042	)	$	2,800,251
Comprehensive income:
Net income	—			—			—			145,510			—			—			145,510
Other comprehensive income	—			—			—			—			20,226			—			20,226
Comprehensive income																			165,736
Common stock issued:
Stock-based compensation plans, net	—			—			2,880			(21,786		)	—			34,279			15,373
Acquisition of Ahmann & Martin Co.	—			26			43,504			—			—			—			43,530
Purchase of common stock returned to authorized but unissued	—			(49		)	(92,951		)	—			—			—			(93,000		)
Purchase of treasury stock	—			—			—			—			—			(5,070		)	(5,070		)
Cash dividends:
Common stock, $0.30 per share	—			—			—			(45,599		)	—			—			(45,599		)
Preferred stock	—			—			—			(4,957		)	—			—			(4,957		)
Issuance of preferred stock	62,966			—			—			—			—			—			62,966
Purchase of preferred stock	(1,209		)	—			—			(126		)	—			—			(1,335		)
Other	(105		)	—			—			(661		)	—			—			(766		)
Stock-based compensation expense, net	—			—			14,575			—			—			—			14,575
Tax benefit of stock-based compensation	—			—			2,093			—			—			—			2,093
Balance, September 30, 2015	$	121,379		$	1,642		$	1,455,034		$	1,570,199		$	15,376		$	(209,833	)	$	2,953,797

See accompanying notes to consolidated financial statements.

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Item 1: Financial Statements Continued:

ASSOCIATED BANC-CORP

Consolidated Statements of Cash Flows(Unaudited)



	Nine Months Ended September 30,
	2015			2014
	($ in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	145,510		$	141,771
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	17,500			11,000
Depreciation and amortization	35,788			38,023
Recovery of valuation allowance on mortgage servicing rights, net	(306		)	(89		)
Amortization of mortgage servicing rights	8,902			8,224
Amortization of other intangible assets	2,574			2,972
Amortization and accretion on earning assets, funding, and other, net	29,039			21,647
Tax impact of stock based compensation	2,093			1,184
Gain on sales of investment securities, net	(4,038		)	(469		)
Gain on sales of assets and impairment write-downs, net	(3,084		)	(6,561		)
Gain on mortgage banking activities, net	(15,504		)	(11,668		)
Mortgage loans originated and acquired for sale	(911,133		)	(777,532		)
Proceeds from sales of mortgage loans held for sale	941,575			735,565
Pension contributions	—			(21,000		)
Increase in interest receivable	(3,404		)	(3,301		)
Decrease in interest payable	(2,642		)	(6,451		)
Other, net	(3,492		)	(2,603		)
Net cash provided by operating activities	239,378			130,712
CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in loans	(935,208		)	(1,292,718		)
Purchases of:
Available for sale securities	(2,075,062		)	(808,899		)
Held to maturity securities	(207,139		)	(126,602		)
FHLB stock	(14,279		)	(7,626		)
Premises, equipment, and software, net of disposals	(36,778		)	(35,507		)
Other assets	(9,903		)	(2,460		)
Proceeds from:
Sales of available for sale securities	1,066,957			101,987
Sale of FHLB stock	42,514			—
Prepayments, calls, and maturities of available for sale securities	869,635			620,606
Prepayments, calls, and maturities of held to maturity securities	7,190			6,170
Prepayments, calls, and maturities of other assets	17,793			29,136
Net cash received in acquisition	1,132			—
Net cash used in investing activities	(1,273,148		)	(1,515,913		)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits	1,794,891			934,091
Net increase (decrease) in short-term funding	(45,953		)	689,254
Repayment of long-term funding	(1,500,026		)	(155,058		)
Proceeds from issuance of long-term funding	250,000			—
Purchase of common stock returned to authorized but unissued	(93,000		)	(50,498		)
Purchase of treasury stock	(5,070		)	(112,245		)
Proceeds from issuance of preferred stock	62,966			—
Purchase of preferred stock	(1,335		)	(960		)
Cash dividends on common stock	(45,599		)	(43,299		)
Cash dividends on preferred stock	(4,957		)	(3,777		)
Net cash provided by financing activities	411,917			1,257,508
Net decrease in cash and cash equivalents	(621,853		)	(127,693		)
Cash and cash equivalents at beginning of period	1,032,067			602,245
Cash and cash equivalents at end of period	$	410,214		$	474,552
Supplemental disclosures of cash flow information:
Cash paid for interest	59,751			46,026
Cash paid for income taxes	58,975			57,167
Loans and bank premises transferred to other real estate owned	5,782			17,125
Capitalized mortgage servicing rights	9,853			5,844
Unsettled trades to sell securities	139,286			—
Acquisition:
Fair value of assets acquired, including cash and cash equivalents	4,590			—
Fair value ascribed to goodwill and intangible assets	51,791			—
Fair value of liabilities assumed	12,851			—
Common stock issued in acquisition	43,530			—

See accompanying notes to consolidated financial statements.

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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 2014 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.

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 loan losses, goodwill impairment assessment, mortgage servicing rights valuation, and income taxes. Management has evaluated subsequent events for potential recognition or disclosure.

During the third quarter of 2015, the Corporation reclassified approximately $500 million of closed end first lien home equity loans to residential mortgage loans in order to better align with the Corporation's regulatory reporting of residential mortgage loan products. All prior periods have been restated to reflect this change. As a result, the restated home equity loan portfolio is $1.1 billion for December 31, 2014, compared to the originally reported amount of $1.6 billion. Similarly, the restated residential mortgage loan portfolio is $5.1 billion for December 31, 2014, compared to the originally reported amount of $4.5 billion.

During the fourth quarter of 2014, the Corporation changed the presentation of certain common stock repurchases included in the Consolidated Statements of Changes in Stockholders' Equity and the Consolidated Statements of Cash Flows. As a result, the common stock repurchases during the first nine months of 2014 have been reclassified to conform with this change in presentation.

NOTE 2: Acquisition

On February 17, 2015, the Corporation acquired Ahmann & Martin Co., a risk and employee benefits consulting firm based in Minnesota. The firm merged into Associated Financial Group, LLC the Corporation's insurance brokerage subsidiary. The Corporation's acquisition of Ahmann & Martin Co. enhances the Corporation's ability to offer clients unique, comprehensive solutions to meet their insurance and financial risk management needs. The transaction was valued at approximately $48 million with the opportunity to increase the consideration by $8 million should certain contingencies be met over a defined period.

The transaction was accounted for using the acquisition method of accounting and as such, assets acquired, liabilities assumed and consideration exchanged were recorded at their estimated fair value on the acquisition date. Goodwill from the acquisition represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is not deductible for tax purposes. As a result of the acquisition, the Corporation recorded goodwill of approximately $40 million and other intangible assets of approximately $12 million. Goodwill was assigned to the Corporation's Community, Consumer, and Business segment. See Note 8 for additional information on goodwill and other intangible assets.

NOTE 3: New Accounting Pronouncements Adopted

In June 2015, the FASB issued a technical corrections and improvements accounting standards update which makes minor amendments to the FASB Accounting Standards Codification. The four general topics covered in the guidance include: (1) amendments related to differences between original guidance and the codification, (2) guidance clarification and reference corrections, (3) simplification, and (4) minor improvements. The amendments that require transition guidance are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The amendments that require transition guidance are not applicable to the Corporation. All other amendments were effective upon the issuance of this update in June 2015. The Corporation adopted the accounting standard during the second quarter of 2015, as required, with no material impact on its results of operations, financial position, or liquidity.

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In May 2015, the FASB issued an amendment to its current guidance regarding pushdown accounting for newly acquired businesses. The amendment eliminates the SEC guidance on pushdown accounting from the Accounting Standard Codification. The amendments align the FASB’s codification with the related material in the SEC's staff accounting bulletin (SAB) No. 115. SAB 115 rescinds portions of the interpretive guidance included in the SEC's Staff Accounting Bulletins series and brings existing guidance into conformity with ASU 2014-17, Pushdown Accounting, which provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The Corporation adopted the accounting standard during the second quarter of 2015, as required, with no material impact on its results of operations, financial position, or liquidity.

In August 2014, the FASB issued an amendment to clarify how creditors are to classify certain government-guaranteed mortgage loans upon foreclosure. This amendment requires that a mortgage loan be derecognized and a separate other receivable be recognized upon foreclosure if the following conditions are met: (1) the loan has a government guarantee that is not separate from the loan before foreclosure and (2) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under the claim and (3) at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. This amendment was effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2014. The Corporation adopted the accounting standard on a prospective basis during the first quarter of 2015, as required, with no material impact on its results of operations, financial position, or liquidity.

In June 2014, the FASB issued an amendment to clarify the current accounting and disclosures for certain repurchase agreements. The amendments in this update require two accounting changes: (1) change the accounting for repurchase-to-maturity transactions to secured borrowing accounting and (2) require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement. The amendments in this update also require additional disclosures for certain transactions on the transfer of financial assets, as well as new disclosures for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions that are accounted for as secured borrowings. This amendment was effective for public business entities for the first interim or annual period beginning after December 15, 2014. The Corporation adopted the accounting standard during the first quarter of 2015, as required, with no material impact on its results of operations, financial position, or liquidity. See Note 9 for the new repurchase agreement disclosures.

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 was effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. The Corporation adopted the accounting standard using the prospective transition method during the first quarter of 2015, as required, with no 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 was effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. The Corporation made an accounting policy election to use the proportional amortization method for investments in qualified affordable housing projects during the first quarter of 2015, which had no material impact on its results of operations, financial position, or liquidity.

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NOTE 4: 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 instruments (outstanding stock options, unvested restricted stock, and outstanding stock warrants). Presented below are the calculations for basic and diluted earnings per common share.



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(In Thousands, except per share data)
Net income	$	49,438		$	50,207		$	145,510		$	141,771
Preferred stock dividends	(2,184		)	(1,255		)	(4,957		)	(3,777		)
Net income available to common equity	$	47,254		$	48,952		$	140,553		$	137,994
Common shareholder dividends	(14,927		)	(13,983		)	(45,149		)	(42,864		)
Dividends on unvested share-based payment awards	(164		)	(140		)	(450		)	(435		)
Undistributed earnings	$	32,163		$	34,829		$	94,954		$	94,695
Undistributed earnings allocated to common shareholders	$	31,813		$	34,481		$	93,961		$	93,862
Undistributed earnings allocated to unvested share-based payment awards	350			348			993			833
Undistributed earnings	$	32,163		$	34,829		$	94,954		$	94,695
Basic
Distributed earnings to common shareholders	$	14,927		$	13,983		$	45,149		$	42,864
Undistributed earnings allocated to common shareholders	31,813			34,481			93,961			93,862
Total common shareholders earnings, basic	$	46,740		$	48,464		$	139,110		$	136,726
Diluted
Distributed earnings to common shareholders	$	14,927		$	13,983		$	45,149		$	42,864
Undistributed earnings allocated to common shareholders	31,813			34,481			93,961			93,862
Total common shareholders earnings, diluted	$	46,740		$	48,464		$	139,110		$	136,726
Weighted average common shares outstanding	148,614			155,925			149,524			159,090
Effect of dilutive common stock instruments	1,185			1,066			1,180			903
Diluted weighted average common shares outstanding	149,799			156,991			150,704			159,993
Basic earnings per common share	$	0.31		$	0.31		$	0.93		$	0.86
Diluted earnings per common share	$	0.31		$	0.31		$	0.92		$	0.85

Options to purchase approximately 1 million common shares were outstanding for both the three and nine months ended September 30, 2015, respectively, but excluded from the calculation of diluted earnings per common share as the effect would have been anti-dilutive. Options to purchase approximately 2 million and 3 million common shares were outstanding for the three and nine months ended September 30, 2014, respectively, but excluded from the calculation of diluted earnings per common share as the effect would have been anti-dilutive.

NOTE 5: Stock-Based Compensation

At September 30, 2015, the Corporation had one active stock-based compensation plan, the 2013 Incentive Compensation Plan. All stock options granted under this plan have an exercise price that is equal to the closing price of the Corporation’s stock on the grant date.

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

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

Assumptions are used in estimating the fair value of stock options granted. The weighted average expected life of the stock option represents the period of time that stock options are expected to be outstanding and is estimated using historical data of stock option exercises and forfeitures. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is based on the implied volatility of the Corporation’s stock. The following assumptions were used in estimating the fair value for options granted in the first nine months of 2015 and full year 2014.



	2015		2014
Dividend yield	2.00	%	2.00	%
Risk-free interest rate	2.00	%	2.00	%
Weighted average expected volatility	20.00	%	20.00	%
Weighted average expected life	6 years		6 years
Weighted average per share fair value of options	$3.08		$3.00

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.

A summary of the Corporation’s stock option activity for the year ended December 31, 2014 and for the nine months ended September 30, 2015, is presented below.



Stock Options	Shares		Weighted Average Exercise Price	Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (000s)
Outstanding at December 31, 2013	8,034,243		$18.37
Granted	1,389,452		$17.45
Exercised	(933,143	)	$13.77
Forfeited or expired	(643,214	)	$23.50
Outstanding at December 31, 2014	7,847,338		$18.34	5.79	$	23,986
Options exercisable at December 31, 2014	5,076,676		$19.96	4.41	$	14,953
Granted	1,348,504		$17.95
Exercised	(1,019,935	)	$13.85
Forfeited or expired	(771,382	)	$27.19
Outstanding at September 30, 2015	7,404,525		$17.97	6.05	$	15,962
Options exercisable at September 30, 2015	4,957,789		$18.38	4.73	$	13,589

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The following table summarizes information about the Corporation’s nonvested stock option activity for the year ended December 31, 2014, and for the nine months ended September 30, 2015.



Nonvested Stock Options	Shares		Weighted Average Grant Date Fair Value
Nonvested at December 31, 2013	3,110,523		$4.69
Granted	1,389,452		$3.00
Vested	(1,522,152	)	$4.92
Forfeited	(207,161	)	$4.38
Nonvested at December 31, 2014	2,770,662		$3.74
Granted	1,348,504		$3.08
Vested	(1,451,871	)	$4.20
Forfeited	(220,559	)	$3.28
Nonvested at September 30, 2015	2,446,736		$3.15

Intrinsic value represents the amount by which the fair market value of the underlying stock exceeds the exercise price of the stock option. For the nine months ended September 30, 2015, the intrinsic value of stock options exercised was $5 million. For the year ended December 31, 2014, the intrinsic value of stock options exercised was $4 million. The total fair value of stock options that vested was $6 million for the nine months ended September 30, 2015 and $7 million for the year ended December 31, 2014. The Corporation recognized compensation expense for the vesting of stock options of $3 million and $5 million for the nine months ended September 30, 2015 and 2014, respectively. For the full year 2014, the Corporation recognized compensation expense of $6 million for the vesting of stock options. Included in compensation expense for the nine months ended September 30, 2015 was approximately $690,000 of expense for the accelerated vesting of stock options granted to retirement eligible colleagues. At September 30, 2015, the Corporation had $5 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.

The following table summarizes information about the Corporation’s restricted stock awards activity for the year ended December 31, 2014, and for nine months ended September 30, 2015.



Restricted Stock	Shares		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2013	1,511,765		$13.92
Granted	1,177,168		$17.35
Vested	(538,877	)	$14.12
Forfeited	(167,930	)	$15.26
Outstanding at December 31, 2014	1,982,126		$15.79
Granted	1,165,087		$18.05
Vested	(694,711	)	$15.59
Forfeited	(171,293	)	$16.80
Outstanding at September 30, 2015	2,281,209		$17.01

Restricted stock awards granted during 2014 and 2015 will vest ratably over a four year period. Expense for restricted stock awards of approximately $12 million and $8 million was recognized for the nine months ended September 30, 2015 and 2014, respectively. The Corporation recognized approximately $10 million of expense for restricted stock awards for the full year 2014. Included in compensation expense for the nine months ended September 30, 2015 was approximately $2 million of expense for the accelerated vesting of restricted stock awards granted to retirement eligible colleagues. The Corporation had $26 million of unrecognized compensation expense related to restricted stock awards at September 30, 2015 that is expected to be recognized over the remaining requisite service periods that extend predominantly through fourth quarter 2018.

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

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NOTE 6: Investment Securities

Investment securities are classified as held to maturity or available for sale at the time of purchase. The majority of the Corporation's investment securities are mortgage-related securities issued by government-sponsored enterprises ("GSE") such as the Government National Mortgage Association (“GNMA”), the Federal National Mortgage Association (“FNMA”), and the Federal Home Loan Mortgage Corporation (“FHLMC”). The amortized cost and fair values of investment securities available for sale and held to maturity were as follows.



September 30, 2015:	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
	($ in Thousands)
Investment securities available for sale:
U.S. Treasury securities	$	999	$	3	$	—		$	1,002
Obligations of state and political subdivisions ("municipal securities")	409,529		18,176		(4		)	427,701
Residential mortgage-related securities:
FNMA / FHLMC	1,932,740		52,232		(4,182		)	1,980,790
GNMA	1,106,601		4,106		(2,574		)	1,108,133
Private-label	1,755		1		(10		)	1,746
GNMA commercial mortgage-related securities	1,885,776		6,461		(14,656		)	1,877,581
Other securities (debt and equity)	6,640		63		—			6,703
Total investment securities available for sale	$	5,344,040	$	81,042	$	(21,426	)	$	5,403,656
Investment securities held to maturity:
Municipal securities	$	604,799	$	10,023	$	(1,450	)	$	613,372
Total investment securities held to maturity	$	604,799	$	10,023	$	(1,450	)	$	613,372
December 31, 2014:	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
	($ in Thousands)
Investment securities available for sale:
U.S. Treasury securities	$	999	$	—	$	(1	)	$	998
Municipal securities	560,839		21,869		(29		)	582,679
Residential mortgage-related securities:
FNMA / FHLMC	3,534,240		59,640		(30,423		)	3,563,457
GNMA	165,863		1,596		(127		)	167,332
Private-label	2,297		7		(10		)	2,294
GNMA commercial mortgage-related securities	1,097,913		1,922		(25,942		)	1,073,893
Other securities (debt and equity)	6,108		51		—			6,159
Total investment securities available for sale	$	5,368,259	$	85,085	$	(56,532	)	$	5,396,812
Investment securities held to maturity:
Municipal securities	$	404,455	$	9,444	$	(832	)	$	413,067
Total investment securities held to maturity	$	404,455	$	9,444	$	(832	)	$	413,067

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The amortized cost and fair values of investment securities available for sale and held to maturity at September 30, 2015, 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	$	39,763	$	40,025		$	—	$	—
Due after one year through five years	236,730		248,772			3,980		4,042
Due after five years through ten years	140,072		145,956			133,801		136,164
Due after ten years	585		599			467,018		473,166
Total debt securities	417,150		435,352			604,799		613,372
Residential mortgage-related securities:
FNMA / FHLMC	1,932,740		1,980,790			—		—
GNMA	1,106,601		1,108,133			—		—
Private-label	1,755		1,746			—		—
GSE commercial mortgage-related securities	1,885,776		1,877,581			—		—
Equity securities	18		54			—		—
Total investment securities	$	5,344,040	$	5,403,656		$	604,799	$	613,372
Ratio of Fair Value to Amortized Cost			101.1		%			101.4		%

During the second and third quarters of 2015, the Corporation restructured its investment portfolio and sold over $1 billion of FNMA and FHLMC mortgage-related securities and reinvested into GNMA mortgage-related securities, generating a $4 million net gain on sale. This restructuring lowered risk weighted assets and related capital requirements, while improving the liquidity of the investment portfolio. The $1.2 billion of proceeds from the sales of investment securities includes a $139 million receivable due to an unsettled trade from the sale of investment securities that occurred at the end of September.



	Nine Months Ended September 30,						Year Ended December 31,
	2015			2014			2014
				($ in Thousands)
Gross gains	$	8,047		$	1,159		$	1,184
Gross losses	(4,009		)	(690		)	(690		)
Investment securities gains, net	$	4,038		$	469		$	494
Proceeds from sales of investment securities	$	1,206,242		$	101,987		$	102,011

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The following represents gross unrealized losses and the related fair value of investment securities available for sale and held to maturity, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2015.



	Less than 12 months						12 months or more						Total
September 30, 2015	Number of Securities	Unrealized Losses			Fair Value		Number of Securities	Unrealized Losses			Fair Value		Unrealized Losses			Fair Value
		($ in Thousands)
Investment securities available for sale:
Municipal securities	2	$	(2	)	$	628	1	$	(2	)	$	186	$	(4	)	$	814
Residential mortgage-related securities:
GSE	51	(2,894		)	854,924		20	(3,862		)	374,787		(6,756		)	1,229,711
Private-label	1	—			90		3	(10		)	1,591		(10		)	1,681
GSE commercial mortgage-related securities	15	(1,411		)	526,820		20	(13,245		)	445,030		(14,656		)	971,850
Total		$	(4,307	)	$	1,382,462		$	(17,119	)	$	821,594	$	(21,426	)	$	2,204,056
Investment securities held to maturity:
Municipal securities	244	$	(1,180	)	$	112,223	20	$	(270	)	$	9,405	$	(1,450	)	$	121,628
Total		$	(1,180	)	$	112,223		$	(270	)	$	9,405	$	(1,450	)	$	121,628

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, 2014.



	Less than 12 months						12 months or more						Total
December 31, 2014	Number of Securities	Unrealized Losses			Fair Value		Number of Securities	Unrealized Losses			Fair Value		Unrealized Losses			Fair Value
		($ in Thousands)
Investment securities available for sale:
U.S. Treasury securities	1	$	(1	)	$	998	—	$	—		$	—	$	(1	)	$	998
Municipal securities	6	(9		)	3,374		6	(20		)	2,133		(29		)	5,507
Residential mortgage-related securities:
GSE	16	(1,404		)	333,713		56	(29,146		)	1,256,533		(30,550		)	1,590,246
Private-label	1	(9		)	1,772		2	(1		)	27		(10		)	1,799
GSE commercial mortgage-related securities	9	(1,766		)	329,982		20	(24,176		)	460,425		(25,942		)	790,407
Total		$	(3,189	)	$	669,839		$	(53,343	)	$	1,719,118	$	(56,532	)	$	2,388,957
Investment securities held to maturity:
Municipal securities	74	$	(216	)	$	31,924	85	$	(616	)	$	38,915	$	(832	)	$	70,839
Total		$	(216	)	$	31,924		$	(616	)	$	38,915	$	(832	)	$	70,839

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. 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 securities.

Based on the Corporation’s evaluation, management does not believe any unrealized loss at September 30, 2015 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 municipal securities relate to various state and local political subdivisions and school districts. The Corporation currently does not intend to sell nor does it believe that it will

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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 level of intermediate term interest rates from December 31, 2014 to September 30, 2015. Since December 31, 2014, the three-year and five-year U.S. Treasury note rates declined 18 basis points ("bp") and 28 bp, respectively.

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 $88 million and $118 million at September 30, 2015 and December 31, 2014, respectively, and Federal Reserve Bank stock of $73 million and $71 million at September 30, 2015 and December 31, 2014, respectively. During second quarter of 2015, the Corporation purchased $14 million of additional FHLB stock to support the overall increase in FHLB advances and subsequently sold $43 million of excess FHLB stock.

NOTE 7: Loans, Allowance for Credit Losses, and Credit Quality

The period end loan composition was as follows.



	September 30, 2015		December 31, 2014
	($ in Thousands)
Commercial and industrial	$	6,085,473	$	5,905,902
Commercial real estate - owner occupied	966,689		1,007,937
Lease financing	42,607		51,529
Commercial and business lending	7,094,769		6,965,368
Commercial real estate - investor	3,183,352		3,056,485
Real estate construction	1,124,280		1,008,956
Commercial real estate lending	4,307,632		4,065,441
Total commercial	11,402,401		11,030,809
Home equity	1,014,465		1,051,927
Installment and credit cards	425,729		454,219
Residential mortgage	5,682,178		5,056,891
Total consumer	7,122,372		6,563,037
Total loans	$	18,524,773	$	17,593,846

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



	Nine Months Ended September 30, 2015			Year Ended December 31, 2014
	($ in Thousands)
Allowance for Loan Losses:
Balance at beginning of period	$	266,302		$	268,315
Provision for loan losses	18,500			13,000
Charge offs	(39,539		)	(44,096		)
Recoveries	17,273			29,083
Net charge offs	(22,266		)	(15,013		)
Balance at end of period	$	262,536		$	266,302
Allowance for Unfunded Commitments:
Balance at beginning of period	$	24,900		$	21,900
Provision for unfunded commitments	(1,000		)	3,000
Balance at end of period	$	23,900		$	24,900
Allowance for Credit Losses	$	286,436		$	291,202

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

The allowance for unfunded commitments is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to unfunded credit facilities (including unfunded loan commitments and letters of credit) and is included in accrued expenses and other liabilities on the consolidated balance sheets. The determination of the appropriate level of the allowance for unfunded commitments is based upon an evaluation of the unfunded credit facilities, including an assessment of historical commitment utilization experience and credit risk grading of the loan. Net adjustments to the allowance for unfunded commitments are included in provision for credit losses in the consolidated statements of income. See Note 13 for additional information on the allowance for unfunded commitments.

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A summary of the changes in the allowance for loan losses by portfolio segment for the nine months ended September 30, 2015, 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, 2014	$	116,025		$	16,510		$	1,610		$	46,333		$	20,999		$	26,464		$	6,435		$	31,926		$	266,302
Provision for loan losses	15,749			7,245			(835		)	(2,703		)	(1,314		)	(987		)	1,284			61			18,500
Charge offs	(19,672		)	(2,325		)	—			(3,947		)	(546		)	(5,466		)	(2,934		)	(4,649		)	(39,539		)
Recoveries	6,392			892			—			4,124			1,924			2,568			569			804			17,273
Balance at Sep 30, 2015	$	118,494		$	22,322		$	775		$	43,807		$	21,063		$	22,579		$	5,354		$	28,142		$	262,536
Allowance for loan losses:
Ending balance impaired loans individually evaluated for impairment	$	5,922		$	—		$	—		$	197		$	—		$	3		$	—		$	171		$	6,293
Ending balance impaired loans collectively evaluated for impairment	977			571			—			1,152			474			9,652			210			12,384			25,420
Total impaired loans	$	6,899		$	571		$	—		$	1,349		$	474		$	9,655		$	210		$	12,555		$	31,713
Ending balance all other loans collectively evaluated for impairment	111,595			21,751			775			42,458			20,589			12,924			5,144			15,587			230,823
Total	$	118,494		$	22,322		$	775		$	43,807		$	21,063		$	22,579		$	5,354		$	28,142		$	262,536
Loans:
Ending balance impaired loans individually evaluated for impairment	$	55,148		$	11,174		$	1,763		$	3,822		$	—		$	170		$	—		$	6,877		$	78,954
Ending balance impaired loans collectively evaluated for impairment	31,871			9,537			—			21,679			1,482			20,416			1,190			65,134			151,309
Total impaired loans	$	87,019		$	20,711		$	1,763		$	25,501		$	1,482		$	20,586		$	1,190		$	72,011		$	230,263
Ending balance all other loans collectively evaluated for impairment	5,998,454			945,978			40,844			3,157,851			1,122,798			993,879			424,539			5,610,167			18,294,510
Total	$	6,085,473		$	966,689		$	42,607		$	3,183,352		$	1,124,280		$	1,014,465		$	425,729		$	5,682,178		$	18,524,773

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. At September 30, 2015, $29 million of the commercial and industrial allowance for loan losses was attributable to Oil and Gas related credits, compared to $17 million at December 31, 2014. This allocated allowance for loan losses represented 3.83% and 2.26% of period end Oil and Gas related loans at September 30, 2015 and December 31, 2014, respectively. The total allowance for loan losses is available to absorb losses from any segment of the loan portfolio.

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For comparison purposes, a summary of the changes in the allowance for loan losses by portfolio segment for the year ended December 31, 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		$	27,932		$	2,416		$	30,809		$	268,315
Provision for loan losses	14,767			(1,296		)	35			(17,290		)	(1,277		)	6,278			6,279			5,504			13,000
Charge offs	(14,633		)	(3,476		)	(39		)	(4,529		)	(1,958		)	(10,946		)	(2,876		)	(5,639		)	(44,096		)
Recoveries	11,390			1,806			7			9,996			816			3,200			616			1,252			29,083
Balance at Dec 31, 2014	$	116,025		$	16,510		$	1,610		$	46,333		$	20,999		$	26,464		$	6,435		$	31,926		$	266,302
Allowance for loan losses:
Ending balance impaired loans individually evaluated for impairment	$	13,615		$	1,490		$	574		$	1,649		$	328		$	11		$	—		$	199		$	17,866
Ending balance impaired loans collectively evaluated for impairment	2,852			1,731			—			1,938			767			11,371			308			13,598			32,565
Total impaired loans	$	16,467		$	3,221		$	574		$	3,587		$	1,095		$	11,382		$	308		$	13,797		$	50,431
Ending balance all other loans collectively evaluated for impairment	99,558			13,289			1,036			42,746			19,904			15,082			6,127			18,129			215,871
Total	$	116,025		$	16,510		$	1,610		$	46,333		$	20,999		$	26,464		$	6,435		$	31,926		$	266,302
Loans:
Ending balance impaired loans individually evaluated for impairment	$	45,118		$	20,731		$	1,801		$	19,683		$	3,776		$	962		$	—		$	9,751		$	101,822
Ending balance impaired loans collectively evaluated for impairment	38,437			15,548			—			26,129			2,350			23,698			1,587			66,058			173,807
Total impaired loans	$	83,555		$	36,279		$	1,801		$	45,812		$	6,126		$	24,660		$	1,587		$	75,809		$	275,629
Ending balance all other loans collectively evaluated for impairment	5,822,347			971,658			49,728			3,010,673			1,002,830			1,027,267			452,632			4,981,082			17,318,217
Total	$	5,905,902		$	1,007,937		$	51,529		$	3,056,485		$	1,008,956		$	1,051,927		$	454,219		$	5,056,891		$	17,593,846

The following table presents commercial loans by credit quality indicator at September 30, 2015.



	Pass		Special Mention		Potential Problem		Impaired		Total
	($ in Thousands)
Commercial and industrial	$	5,487,926	$	318,587	$	191,941	$	87,019	$	6,085,473
Commercial real estate - owner occupied	874,566		29,946		41,466		20,711		966,689
Lease financing	39,987		624		233		1,763		42,607
Commercial and business lending	6,402,479		349,157		233,640		109,493		7,094,769
Commercial real estate - investor	3,089,760		44,458		23,633		25,501		3,183,352
Real estate construction	1,120,173		271		2,354		1,482		1,124,280
Commercial real estate lending	4,209,933		44,729		25,987		26,983		4,307,632
Total commercial	$	10,612,412	$	393,886	$	259,627	$	136,476	$	11,402,401

Table of Contents

The following table presents commercial loans by credit quality indicator at December 31, 2014.



	Pass		Special Mention		Potential Problem		Impaired		Total
	($ in Thousands)
Commercial and industrial	$	5,594,497	$	119,328	$	108,522	$	83,555	$	5,905,902
Commercial real estate - owner occupied	904,526		18,437		48,695		36,279		1,007,937
Lease financing	46,931		88		2,709		1,801		51,529
Commercial and business lending	6,545,954		137,853		159,926		121,635		6,965,368
Commercial real estate - investor	2,974,493		12,137		24,043		45,812		3,056,485
Real estate construction	998,972		2,082		1,776		6,126		1,008,956
Commercial real estate lending	3,973,465		14,219		25,819		51,938		4,065,441
Total commercial	$	10,519,419	$	152,072	$	185,745	$	173,573	$	11,030,809

The following table presents consumer loans by credit quality indicator at September 30, 2015.



	Performing		30-89 Days Past Due		Potential Problem		Impaired		Total
	($ in Thousands)
Home equity	$	985,087	$	8,565	$	227	$	20,586	$	1,014,465
Installment and credit cards	422,816		1,723		—		1,190		425,729
Residential mortgage	5,601,390		4,811		3,966		72,011		5,682,178
Total consumer	$	7,009,293	$	15,099	$	4,193	$	93,787	$	7,122,372

The following table presents consumer loans by credit quality indicator at December 31, 2014.



	Performing		30-89 Days Past Due		Potential Problem		Impaired		Total
	($ in Thousands)
Home equity	$	1,017,604	$	8,783	$	880	$	24,660	$	1,051,927
Installment and credit cards	450,698		1,932		2		1,587		454,219
Residential mortgage	4,972,455		4,846		3,781		75,809		5,056,891
Total consumer	$	6,440,757	$	15,561	$	4,663	$	102,056	$	6,563,037

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 loan losses, allowance for unfunded commitments, 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 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 rated credits are reviewed on an annual basis or more frequently if the loan renewal is less than one year or if otherwise warranted.

Table of Contents

The following table presents loans by past due status at September 30, 2015.



	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due ^(a)		Total Past Due		Current		Total
	($ in Thousands)
Accruing loans
Commercial and industrial	$	1,133	$	1,788	$	178	$	3,099	$	6,023,953	$	6,027,052
Commercial real estate - owner occupied	1,173		845		—		2,018		951,303		953,321
Lease financing	375		—		—		375		40,469		40,844
Commercial and business lending	2,681		2,633		178		5,492		7,015,725		7,021,217
Commercial real estate - investor	1,104		114		—		1,218		3,175,213		3,176,431
Real estate construction	312		61		—		373		1,122,910		1,123,283
Commercial real estate lending	1,416		175		—		1,591		4,298,123		4,299,714
Total commercial	4,097		2,808		178		7,083		11,313,848		11,320,931
Home equity	7,413		1,152		—		8,565		992,259		1,000,824
Installment and credit cards	1,162		561		1,306		3,029		422,314		425,343
Residential mortgage	4,345		466		—		4,811		5,625,410		5,630,221
Total consumer	12,920		2,179		1,306		16,405		7,039,983		7,056,388
Total accruing loans	$	17,017	$	4,987	$	1,484	$	23,488	$	18,353,831	$	18,377,319
Nonaccrual loans
Commercial and industrial	$	27	$	1,379	$	9,711	$	11,117	$	47,304	$	58,421
Commercial real estate - owner occupied	195		—		3,641		3,836		9,532		13,368
Lease financing	—		—		—		—		1,763		1,763
Commercial and business lending	222		1,379		13,352		14,953		58,599		73,552
Commercial real estate - investor	—		—		3,565		3,565		3,356		6,921
Real estate construction	61		108		445		614		383		997
Commercial real estate lending	61		108		4,010		4,179		3,739		7,918
Total commercial	283		1,487		17,362		19,132		62,338		81,470
Home equity	1,899		1,228		4,744		7,871		5,770		13,641
Installment and credit cards	47		23		164		234		152		386
Residential mortgage	4,675		4,215		19,946		28,836		23,121		51,957
Total consumer	6,621		5,466		24,854		36,941		29,043		65,984
Total nonaccrual loans ^(b)	$	6,904	$	6,953	$	42,216	$	56,073	$	91,381	$	147,454
Total loans
Commercial and industrial	$	1,160	$	3,167	$	9,889	$	14,216	$	6,071,257	$	6,085,473
Commercial real estate - owner occupied	1,368		845		3,641		5,854		960,835		966,689
Lease financing	375		—		—		375		42,232		42,607
Commercial and business lending	2,903		4,012		13,530		20,445		7,074,324		7,094,769
Commercial real estate - investor	1,104		114		3,565		4,783		3,178,569		3,183,352
Real estate construction	373		169		445		987		1,123,293		1,124,280
Commercial real estate lending	1,477		283		4,010		5,770		4,301,862		4,307,632
Total commercial	4,380		4,295		17,540		26,215		11,376,186		11,402,401
Home equity	9,312		2,380		4,744		16,436		998,029		1,014,465
Installment and credit cards	1,209		584		1,470		3,263		422,466		425,729
Residential mortgage	9,020		4,681		19,946		33,647		5,648,531		5,682,178
Total consumer	19,541		7,645		26,160		53,346		7,069,026		7,122,372
Total loans	$	23,921	$	11,940	$	43,700	$	79,561	$	18,445,212	$	18,524,773


(a)	The recorded investment in loans past due 90 days or more and still accruing totaled $1 million at September 30, 2015 (the same as the reported balances for the accruing loans noted above).


(b)	The percent of nonaccrual loans which are current was 62% at September 30, 2015.

Table of Contents

The following table presents loans by past due status at December 31, 2014.



	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due ^(a)		Total Past Due		Current		Total
	($ in Thousands)
Accruing loans
Commercial and industrial	$	4,466	$	10,281	$	254	$	15,001	$	5,841,238	$	5,856,239
Commercial real estate - owner occupied	8,429		2,199		—		10,628		971,484		982,112
Lease financing	—		—		—		—		49,728		49,728
Commercial and business lending	12,895		12,480		254		25,629		6,862,450		6,888,079
Commercial real estate - investor	712		496		—		1,208		3,032,592		3,033,800
Real estate construction	951		33		—		984		1,002,573		1,003,557
Commercial real estate lending	1,663		529		—		2,192		4,035,165		4,037,357
Total commercial	14,558		13,009		254		27,821		10,897,615		10,925,436
Home equity	6,988		1,795		52		8,835		1,026,641		1,035,476
Installment and credit cards	1,186		746		1,317		3,249		450,357		453,606
Residential mortgage	3,889		957		—		4,846		4,997,069		5,001,915
Total consumer	12,063		3,498		1,369		16,930		6,474,067		6,490,997
Total accruing loans	$	26,621	$	16,507	$	1,623	$	44,751	$	17,371,682	$	17,416,433
Nonaccrual loans
Commercial and industrial	$	872	$	627	$	10,154	$	11,653	$	38,010	$	49,663
Commercial real estate - owner occupied	3,197		41		8,596		11,834		13,991		25,825
Lease financing	—		—		513		513		1,288		1,801
Commercial and business lending	4,069		668		19,263		24,000		53,289		77,289
Commercial real estate - investor	1,857		459		12,765		15,081		7,604		22,685
Real estate construction	87		73		798		958		4,441		5,399
Commercial real estate lending	1,944		532		13,563		16,039		12,045		28,084
Total commercial	6,013		1,200		32,826		40,039		65,334		105,373
Home equity	1,471		1,766		6,840		10,077		6,374		16,451
Installment and credit cards	96		39		141		276		337		613
Residential mortgage	5,172		3,193		23,492		31,857		23,119		54,976
Total consumer	6,739		4,998		30,473		42,210		29,830		72,040
Total nonaccrual loans ^(b)	$	12,752	$	6,198	$	63,299	$	82,249	$	95,164	$	177,413
Total loans
Commercial and industrial	$	5,338	$	10,908	$	10,408	$	26,654	$	5,879,248	$	5,905,902
Commercial real estate - owner occupied	11,626		2,240		8,596		22,462		985,475		1,007,937
Lease financing	—		—		513		513		51,016		51,529
Commercial and business lending	16,964		13,148		19,517		49,629		6,915,739		6,965,368
Commercial real estate - investor	2,569		955		12,765		16,289		3,040,196		3,056,485
Real estate construction	1,038		106		798		1,942		1,007,014		1,008,956
Commercial real estate lending	3,607		1,061		13,563		18,231		4,047,210		4,065,441
Total commercial	20,571		14,209		33,080		67,860		10,962,949		11,030,809
Home equity	8,459		3,561		6,892		18,912		1,033,015		1,051,927
Installment and credit cards	1,282		785		1,458		3,525		450,694		454,219
Residential mortgage	9,061		4,150		23,492		36,703		5,020,188		5,056,891
Total consumer	18,802		8,496		31,842		59,140		6,503,897		6,563,037
Total loans	$	39,373	$	22,705	$	64,922	$	127,000	$	17,466,846	$	17,593,846


(a)	The recorded investment in loans past due 90 days or more and still accruing totaled $2 million at December 31, 2014 (the same as the reported balances for the accruing loans noted above).


(b)	The percent of nonaccrual loans which are current was 54% at December 31, 2014.

Table of Contents

The following table presents impaired loans at September 30, 2015.



	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	$	58,855	$	60,303	$	6,899	$	59,502	$	970
Commercial real estate - owner occupied	9,537		9,660		571		9,784		274
Lease financing	—		—		—		—		—
Commercial and business lending	68,392		69,963		7,470		69,286		1,244
Commercial real estate - investor	23,916		25,594		1,349		24,119		834
Real estate construction	1,482		2,112		474		1,643		42
Commercial real estate lending	25,398		27,706		1,823		25,762		876
Total commercial	93,790		97,669		9,293		95,048		2,120
Home equity	20,526		22,682		9,655		21,207		816
Installment and credit cards	1,190		1,292		210		1,252		25
Residential mortgage	67,333		72,537		12,555		68,551		1,731
Total consumer	89,049		96,511		22,420		91,010		2,572
Total loans	$	182,839	$	194,180	$	31,713	$	186,058	$	4,692
Loans with no related allowance
Commercial and industrial	$	28,164	$	29,187	$	—	$	32,848	$	548
Commercial real estate - owner occupied	11,174		11,571		—		11,594		89
Lease financing	1,763		1,763		—		1,980		—
Commercial and business lending	41,101		42,521		—		46,422		637
Commercial real estate - investor	1,585		1,675		—		1,596		34
Real estate construction	—		—		—		—		—
Commercial real estate lending	1,585		1,675		—		1,596		34
Total commercial	42,686		44,196		—		48,018		671
Home equity	60		60		—		60		1
Installment and credit cards	—		—		—		—		—
Residential mortgage	4,678		4,932		—		4,700		57
Total consumer	4,738		4,992		—		4,760		58
Total loans	$	47,424	$	49,188	$	—	$	52,778	$	729
Total impaired loans
Commercial and industrial	$	87,019	$	89,490	$	6,899	$	92,350	$	1,518
Commercial real estate - owner occupied	20,711		21,231		571		21,378		363
Lease financing	1,763		1,763		—		1,980		—
Commercial and business lending	109,493		112,484		7,470		115,708		1,881
Commercial real estate - investor	25,501		27,269		1,349		25,715		868
Real estate construction	1,482		2,112		474		1,643		42
Commercial real estate lending	26,983		29,381		1,823		27,358		910
Total commercial	136,476		141,865		9,293		143,066		2,791
Home equity	20,586		22,742		9,655		21,267		817
Installment and credit cards	1,190		1,292		210		1,252		25
Residential mortgage	72,011		77,469		12,555		73,251		1,788
Total consumer	93,787		101,503		22,420		95,770		2,630
Total impaired loans ^(b)	$	230,263	$	243,368	$	31,713	$	238,836	$	5,421


(a)	Interest income recognized included $3 million of interest income recognized on accruing restructured loans for the nine months ended September 30, 2015.


(b)	The implied fair value mark on all impaired loans at September 30, 2015 was 82% of their unpaid principal balance. The fair value mark is calculated as the recorded investment, net of the related allowance, divided by the unpaid principal balance.

Table of Contents

The following table presents impaired loans at December 31, 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	$	76,433	$	80,414	$	16,467	$	80,004	$	3,139
Commercial real estate - owner occupied	19,839		21,807		3,221		20,878		681
Lease financing	1,801		1,801		574		2,009		—
Commercial and business lending	98,073		104,022		20,262		102,891		3,820
Commercial real estate - investor	36,841		40,869		3,587		38,657		1,250
Real estate construction	3,043		5,910		1,095		3,818		105
Commercial real estate lending	39,884		46,779		4,682		42,475		1,355
Total commercial	137,957		150,801		24,944		145,366		5,175
Home equity	23,874		26,585		11,382		25,087		1,257
Installment and credit cards	1,587		1,795		308		1,736		58
Residential mortgage	68,748		74,005		13,797		70,030		2,307
Total consumer	94,209		102,385		25,487		96,853		3,622
Total loans	$	232,166	$	253,186	$	50,431	$	242,219	$	8,797
Loans with no related allowance
Commercial and industrial	$	7,122	$	12,634	$	—	$	8,851	$	82
Commercial real estate - owner occupied	16,440		19,019		—		17,970		219
Lease financing	—		—		—		—		—
Commercial and business lending	23,562		31,653		—		26,821		301
Commercial real estate - investor	8,971		14,036		—		10,014		133
Real estate construction	3,083		3,815		—		3,241		—
Commercial real estate lending	12,054		17,851		—		13,255		133
Total commercial	35,616		49,504		—		40,076		434
Home equity	786		806		—		851		18
Installment and credit cards	—		—		—		—		—
Residential mortgage	7,061		7,315		—		7,224		135
Total consumer	7,847		8,121		—		8,075		153
Total loans	$	43,463	$	57,625	$	—	$	48,151	$	587
Total impaired loans
Commercial and industrial	$	83,555	$	93,048	$	16,467	$	88,855	$	3,221
Commercial real estate - owner occupied	36,279		40,826		3,221		38,848		900
Lease financing	1,801		1,801		574		2,009		—
Commercial and business lending	121,635		135,675		20,262		129,712		4,121
Commercial real estate - investor	45,812		54,905		3,587		48,671		1,383
Real estate construction	6,126		9,725		1,095		7,059		105
Commercial real estate lending	51,938		64,630		4,682		55,730		1,488
Total commercial	173,573		200,305		24,944		185,442		5,609
Home equity	24,660		27,391		11,382		25,938		1,275
Installment and credit cards	1,587		1,795		308		1,736		58
Residential mortgage	75,809		81,320		13,797		77,254		2,442
Total consumer	102,056		110,506		25,487		104,928		3,775
Total impaired loans ^(b)	$	275,629	$	310,811	$	50,431	$	290,370	$	9,384


(a)	Interest income recognized included $5 million of interest income recognized on accruing restructured loans for the year ended December 31, 2014.


(b)	The implied fair value mark on all impaired loans at December 31, 2014 was 72% of their unpaid principal balance. The fair value mark is calculated as the recorded investment, net of the related allowance, divided by the unpaid principal balance.

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

Troubled Debt Restructurings (“Restructured Loans”)

Loans are considered restructured loans if concessions have been granted to borrowers that are experiencing financial difficulty. The concessions granted generally involve the modification of terms of the loan, such as changes in payment schedule or interest rate, which generally would not otherwise be considered. Restructured loans can involve loans remaining on nonaccrual, moving to nonaccrual, or continuing on accrual status, depending on the individual facts and circumstances of the borrower. Nonaccrual restructured loans are included and treated with all other nonaccrual loans. In addition, all accruing restructured loans are reported as troubled debt restructurings, which are considered and accounted for as impaired loans. Generally, restructured loans remain on nonaccrual until the customer has attained a sustained period of repayment performance under the modified loan terms (generally a minimum of six months). However, performance prior to the restructuring, or significant events that coincide with the restructuring, are considered in assessing whether the borrower can meet the new terms and whether the loan should be returned to or maintained on accrual status. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, the loan remains on nonaccrual status. The Corporation had an $18 million recorded investment in loans modified in troubled debt restructurings for the nine months ended September 30, 2015, of which $2 million was in accrual status and $16 million was in nonaccrual pending a sustained period of repayment.

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



	September 30, 2015				December 31, 2014
	Performing Restructured Loans		Nonaccrual Restructured Loans *		Performing Restructured Loans		Nonaccrual Restructured Loans *
	($ in Thousands)
Commercial and industrial	$	28,598	$	1,946	$	33,892	$	3,260
Commercial real estate - owner occupied	7,343		2,796		10,454		5,656
Commercial real estate - investor	18,580		4,268		23,127		15,216
Real estate construction	485		173		727		2,438
Home equity	6,945		4,137		8,209		4,838
Installment and credit cards	804		65		974		199
Residential mortgage	20,054		23,198		20,833		26,049
Total	$	82,809	$	36,583	$	98,216	$	57,656



*	Nonaccrual restructured loans have been included with nonaccrual loans.

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The following table provides the number of loans modified in a troubled debt restructuring by loan portfolio for the three and nine months ended September 30, 2015, and the recorded investment and unpaid principal balance as of September 30, 2015.



	Three Months Ended September 30, 2015					Nine Months Ended September 30, 2015
	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	5	$	893	$	896	10	$	2,410	$	3,033
Commercial real estate - owner occupied	—	—		—		4	2,847		3,007
Commercial real estate - investor	2	711		761		3	2,949		2,998
Real estate construction	—	—		—		1	5		5
Home equity	27	840		940		61	2,109		2,220
Residential mortgage	33	2,612		2,721		77	7,393		7,586
Total	67	$	5,056	$	5,318	156	$	17,713	$	18,849


(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 for the three and nine months ended September 30, 2014, and the recorded investment and unpaid principal balance as of September 30, 2014.



	Three Months Ended September 30, 2014					Nine Months Ended September 30, 2014
	Number of Loans	Recorded Investment (1)		Unpaid Principal Balance (2)		Number of Loans	Recorded Investment (1)		Unpaid Principal Balance (2)
	($ in Thousands)
Commercial and industrial	10	$	7,383	$	7,384	13	$	7,695	$	7,707
Commercial real estate - owner occupied	—	—		—		2	1,123		1,260
Commercial real estate - investor	3	5,603		5,918		4	6,096		6,425
Real estate construction	1	8		8		2	14		14
Home equity	38	1,121		1,179		85	2,784		2,970
Installment and credit cards	2	25		25		3	34		45
Residential mortgage	49	4,364		4,654		94	8,627		9,178
Total	103	$	18,504	$	19,168	203	$	26,373	$	27,599


(1)	Represents post-modification outstanding recorded investment.


(2)	Represents pre-modification outstanding recorded investment.

Restructured loan modifications may include payment schedule modifications, interest rate concessions, maturity date extensions, modification of note structure (A/B Note), non-reaffirmed Chapter 7 bankruptcies, principal reduction, or some combination of these concessions. During the three and nine months ended September 30, 2015, restructured loan modifications of commercial and industrial, commercial real estate and real estate construction loans primarily included maturity date extensions and payment schedule modifications. Restructured loan modifications of home equity and residential mortgage loans for the three and nine months ended September 30, 2015 primarily included maturity date extensions, interest rate concessions, payment schedule modifications, non-reaffirmed Chapter 7 bankruptcies, or a combination of these concessions.

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The following table provides the number of loans modified in a troubled debt restructuring during the previous 12 months which subsequently defaulted during the three and nine months ended September 30, 2015 , as well as the recorded investment in these restructured loans as of September 30, 2015.



	Three Months Ended September 30, 2015			Nine Months Ended September 30, 2015
	Number of Loans	Recorded Investment		Number of Loans	Recorded Investment
	($ in Thousands)
Commercial and industrial	1	$	153	1	$	153
Commercial real estate - owner occupied	—	—		1	297
Home equity	14	421		21	627
Residential mortgage	18	1,858		45	4,176
Total	33	$	2,432	68	$	5,253

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



	Three Months Ended September 30, 2014			Nine Months Ended September 30, 2014
	Number of Loans	Recorded Investment		Number of Loans	Recorded Investment
	($ in Thousands)
Commercial and industrial	—	$	—	1	$	52
Commercial real estate - owner occupied	—	—		2	203
Commercial real estate - investor	1	493		2	1,613
Real estate construction	—	—		1	160
Home equity	11	312		20	598
Installment and credit cards	1	10		3	34
Residential mortgage	19	1,557		55	5,084
Total	32	$	2,372	84	$	7,744

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.

NOTE 8: 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 most recent annual impairment test in May 2015, 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 and the S&P 400 Regional Bank Sub-Industry Index), as well as the Corporation’s earnings per common share trend over the past year. Based

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on these assessments, management concluded that the 2015 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 events since the date of the last impairment testing that have changed the Corporation's impairment assessment conclusion.

At September 30, 2015, the Corporation had goodwill of $969 million, compared to $929 million at December 31, 2014. There was an addition to the carrying amount of goodwill of approximately $40 million for the Ahmann & Martin Co. acquisition that occurred during the quarter ended March 31, 2015. See Note 2 for additional information on the Ahmann & Martin Co. acquisition.

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. There was an addition to the gross carrying amount of other intangibles of approximately $12 million for the customer relationships acquired with the Ahmann & Martin Co. acquisition that occurred during the quarter ended March 31, 2015. See Note 2 for additional information on the Ahmann & Martin Co. acquisition. For core deposit intangibles and other intangibles, changes in the gross carrying amount, accumulated amortization, and net book value were as follows.



	Nine Months Ended September 30, 2015			Year Ended December 31, 2014
	($ in Thousands)
Core deposit intangibles:
Gross carrying amount	$	36,230		$	36,230
Accumulated amortization	(35,759		)	(34,433		)
Net book value	$	471		$	1,797
Amortization during the period	$	1,326		$	2,868
Other intangibles:
Gross carrying amount	$	31,398		$	19,283
Accumulated amortization	(14,891		)	(13,643		)
Net book value	$	16,507		$	5,640
Additions during the period	$	12,115		$	—
Amortization during the period	$	1,248		$	879

The Corporation sells residential mortgage loans in the secondary market and typically retains the right to service the loans sold. 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.

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 13 for a discussion of the recourse provisions on sold residential mortgage loans. See Note 14 which further discusses fair value measurement relative to the mortgage servicing rights asset.

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



	Nine Months Ended September 30, 2015			Year Ended December 31, 2014
	($ in Thousands)
Mortgage servicing rights:
Mortgage servicing rights at beginning of period	$	61,379		$	64,193
Additions	9,853			8,253
Amortization	(8,902		)	(11,067		)
Mortgage servicing rights at end of period	$	62,330		$	61,379
Valuation allowance at beginning of period	(1,234		)	(913		)
(Additions) recoveries, net	306			(321		)
Valuation allowance at end of period	(928		)	(1,234		)
Mortgage servicing rights, net	$	61,402		$	60,145
Fair value of mortgage servicing rights	$	67,794		$	66,342
Portfolio of residential mortgage loans serviced for others (“servicing portfolio”)	$	7,906,960		$	7,999,294
Mortgage servicing rights, net to servicing portfolio	0.78		%	0.75		%
Mortgage servicing rights expense ⁽¹⁾	$	8,596		$	11,388


(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.

The following table shows the estimated future amortization expense for amortizing intangible assets. The projections of amortization expense are based on existing asset balances, the current interest rate environment, and prepayment speeds as of September 30, 2015. The actual amortization expense the Corporation recognizes in any given period may be significantly different depending upon acquisition or sale activities, changes in interest rates, prepayment speeds, market conditions, regulatory requirements, and events or circumstances that indicate the carrying amount of an asset may not be recoverable.



Estimated amortization expense:	Core Deposit Intangibles		Other Intangibles		Mortgage Servicing Rights
	($ in Thousands)
Three months ending December 31, 2015	$	78	$	442	$	2,869
Year ending December 31, 2016	281		1,735		10,147
Year ending December 31, 2017	112		1,702		8,341
Year ending December 31, 2018	—		1,672		6,919
Year ending December 31, 2019	—		1,373		5,781
Year ending December 31, 2020	—		1,256		4,842
Beyond 2020	—		8,327		23,431
Total Estimated Amortization Expense	$	471	$	16,507	$	62,330

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NOTE 9: Short and Long-Term Funding

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



	September 30, 2015			December 31, 2014
	($ in Thousands)
Short-Term Funding
Federal funds purchased	$	177,940		$	109,770
Securities sold under agreements to repurchase	524,629			384,221
Federal funds purchased and securities sold under agreements to repurchase	$	702,569		$	493,991
FHLB advances	260,000			500,000
Commercial paper	59,766			74,297
Other short-term funding	319,766			574,297
Total short-term funding	$	1,022,335		$	1,068,288
Long-Term Funding
FHLB advances	$	1,750,234		$	3,000,260
Senior notes, at par	680,000			680,000
Subordinated notes, at par	250,000			250,000
Other long-term funding and capitalized costs	(692		)	(143		)
Total long-term funding	2,679,542			3,930,117
Total short and long-term funding	$	3,701,877		$	4,998,405

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. The obligation to repurchase the securities is reflected as a liability on the Corporation’s consolidated balance sheets, 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). See Note 12 for additional disclosures on balance sheet offsetting.

The Corporation utilizes securities sold under agreements to repurchase to facilitate the needs of its customers. As of September 30, 2015, the Corporation pledged GSE mortgage-related securities with a fair value of $648 million as collateral for the repurchase agreements. Securities pledged as collateral under repurchase agreements are maintained with the Corporation's safekeeping agents and are monitored on a daily basis due to the market risk of fair value changes in the underlying securities. The Corporation generally pledges excess securities to ensure there is sufficient collateral to satisfy short-term fluctuations in both the repurchase agreement balances and the fair value of the underlying securities.

The remaining contractual maturity of the securities sold under agreements to repurchase in the consolidated balance sheets as of September 30, 2015 is presented in the following table.



	Remaining Contractual Maturity of the Agreements
September 30, 2015	Overnight and Continuous		Up to 30 days		30-90 days		Greater than 90 days		Total
					($ in Thousands)
Repurchase agreements
GSE securities	$	524,629	$	—	$	—	$	—	$	524,629
Total	$	524,629	$	—	$	—	$	—	$	524,629
Gross amounts of recognized liabilities for repurchase agreements									$	524,629

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Long-term funding:

FHLB Advances: Long-term FHLB advances had a weighted-average interest rate of 0.13% at September 30, 2015 and 0.11% at December 31, 2014. The FHLB advances are indexed to the FHLB discount note and reprice at varying intervals. The advances offer flexible, low cost, long-term funding that improves the Corporation’s liquidity profile.

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

2014 Senior Notes: In November 2014, the Corporation issued $250 million of senior notes, due November 2019, and callable October 2019. The senior notes have a fixed coupon interest rate of 2.75% and were issued at a discount.

2014 Subordinated Notes: In November 2014, the Corporation issued $250 million of 10-year subordinated notes, due January 2025, and callable October 2024. The subordinated notes have a fixed coupon interest rate of 4.25% and were issued at a discount.

NOTE 10: Income Taxes

The Corporation recognized income tax expense of $66 million for the nine months ended September 30, 2015, compared to income tax expense of $67 million for the comparable period in 2014. The effective tax rate was 31.14% for the first nine months of 2015, compared to an effective tax rate of 32.02% for the first nine months of 2014.

NOTE 11: Derivative and Hedging Activities

The Corporation facilitates customer borrowing activity by providing various interest rate risk management solutions through its capital markets area. To date, all of the notional amounts of customer transactions have been matched with a mirror swap with another counterparty. The Corporation has used, and may again use in the future, derivative instruments to hedge the variability in interest payments or protect the value of certain assets and liabilities recorded on its consolidated balance sheets 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 mutually agreed upon threshold limits. The Corporation was required to pledge $10 million of investment securities as collateral at September 30, 2015, and pledged $11 million of investment securities as collateral at December 31, 2014. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, as of June 10, 2013, the Corporation must clear all LIBOR interest rate swaps through a clearing house if it can be cleared. As such, the Corporation is required to pledge cash collateral for the margin. At September 30, 2015, the Corporation posted cash collateral for the margin of $33 million, compared to $15 million at December 31, 2014.

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 14 for additional fair value information and disclosures.

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



							Weighted Average
($ in Thousands)	Notional Amount		Fair Value			Balance Sheet Category	Receive Rate⁽¹⁾	Pay Rate⁽¹⁾	Maturity
September 30, 2015
Interest rate-related instruments — customer and mirror	$	1,706,721	$	42,593		Trading assets	1.42%	1.42%	41 months
Interest rate-related instruments — customer and mirror	1,706,721		(44,857		)	Trading liabilities	1.42%	1.42%	41 months
Interest rate lock commitments (mortgage)	173,622		2,584			Other assets	--	--	---
Forward commitments (mortgage)	245,138		(1,982		)	Other liabilities	--	--	---
Foreign currency exchange forwards	54,421		1,159			Trading assets	--	--	---
Foreign currency exchange forwards	46,201		(960		)	Trading liabilities	--	--	---
Purchased options (time deposit)	105,345		2,915			Other assets	--	--	---
Written options (time deposit)	105,345		(2,915		)	Other liabilities	--	--	---
December 31, 2014
Interest rate-related instruments — customer and mirror	$	1,636,480	$	33,023		Trading assets	1.60%	1.60%	42 months
Interest rate-related instruments — customer and mirror	1,636,480		(35,372		)	Trading liabilities	1.60%	1.60%	42 months
Interest rate lock commitments (mortgage)	126,379		1,947			Other assets	--	--	---
Forward commitments (mortgage)	234,500		(2,435		)	Other liabilities	--	--	---
Foreign currency exchange forwards	60,742		2,140			Trading assets	--	--	---
Foreign currency exchange forwards	56,573		(1,957		)	Trading liabilities	--	--	---
Purchased options (time deposit)	110,347		6,054			Other assets	--	--	---
Written options (time deposit)	110,347		(6,054		)	Other liabilities	--	--	---


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

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



	Income Statement Category of Gain /(Loss) Recognized in Income	Gain /(Loss) Recognized in Income
		($ in Thousands)
Nine Months Ended September 30, 2015
Interest rate-related instruments — customer and mirror, net	Capital market fees, net	$	85
Interest rate lock commitments (mortgage)	Mortgage banking, net	637
Forward commitments (mortgage)	Mortgage banking, net	453
Foreign currency exchange forwards	Capital market fees, net	16
Nine Months Ended September 30, 2014
Interest rate-related instruments — customer and mirror, net	Capital market fees, net	$	626
Interest rate lock commitments (mortgage)	Mortgage banking, net	1,024
Forward commitments (mortgage)	Mortgage banking, net	(1,924		)
Foreign currency exchange forwards	Capital market fees, net	118

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 sheets 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).

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Free standing derivative products are entered into primarily for the benefit of commercial customers seeking to manage their exposures to interest rate risk. The Corporation’s market risk from unfavorable movements in interest rates related to these derivative contracts is generally economically hedged by concurrently entering into offsetting derivative contracts. The offsetting derivative contracts have identical notional values, terms and indices. See Note 12 for additional information and disclosures on balance sheet offsetting.

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 exchange derivatives

The Corporation provides foreign currency exchange services to customers, primarily forward contracts. Our customers enter into a foreign currency exchange forward with the Corporation as a means for them to mitigate exchange rate risk. The Corporation mitigates its risk by then entering into an offsetting foreign currency exchange derivative contract. Such foreign currency exchange contracts are carried at fair value on the consolidated balance sheets with changes in fair value recorded as a component of Capital market fees, net.

Written and purchased option derivatives (time deposit)

Historically, the Corporation had entered into written and purchased option derivative instruments to facilitate an equity linked time deposit product (the “Power CD”), which the Corporation ceased offering in September 2013. 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 12: 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 sheets. 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 11 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. These repurchase agreements are accounted for as collateralized financing arrangements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities (i.e., there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities). The right of set-off 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. See Note 9 for additional disclosures on repurchase agreements.

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The following table presents the assets and liabilities subject to an enforceable master netting arrangement as of September 30, 2015 and December 31, 2014. The interest agreements we have with our commercial customers are not subject to an enforceable master netting arrangement, and therefore, are excluded from this table.



	Gross amounts recognized		Gross amounts offset in the balance sheet		Net amounts presented in the balance sheet		Gross amounts not offset
							in the balance sheet
							Financial instruments			Collateral			Net amount
							Financial instruments			Collateral			Net amount
September 30, 2015	($ in Thousands)
Derivative assets:
Interest rate-related instruments	$	48	$	—	$	48	$	(48	)	$	—		$	—
Derivative liabilities:
Interest rate-related instruments	$	44,210	$	—	$	44,210	$	(48	)	$	(42,658	)	$	1,504

December 31, 2014
Derivative assets:
Interest rate-related instruments	$	558	$	—	$	558	$	(558	)	$	—		$	—
Derivative liabilities:
Interest rate-related instruments	$	34,087	$	—	$	34,087	$	(558	)	$	(26,105	)	$	7,424

NOTE 13: Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities



	September 30, 2015		December 31, 2014
	($ in Thousands)
Commitments to extend credit, excluding commitments to originate residential mortgage loans held for sale(1)(2)	$	6,935,786	$	6,884,411
Commercial letters of credit (1)	11,484		9,179
Standby letters of credit (3)	317,079		353,292


⁽¹⁾	These off-balance sheet financial instruments are exercisable at the market rate prevailing at the date the underlying transaction will be completed and, thus, are deemed to have no current fair value, or the fair value is based on fees currently charged to enter into similar agreements and is not material at September 30, 2015 or December 31, 2014.


⁽²⁾	Interest rate lock commitments to originate residential mortgage loans held for sale are considered derivative instruments and are disclosed in Note 11.


⁽³⁾	The Corporation has established a liability of $3 million at September 30, 2015 compared to $4 million at December 31, 2014, 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 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). The allowance for unfunded commitments totaled $24 million at September 30, 2015 down from $25 million at December 31, 2014, and is included in accrued expenses and other liabilities on the consolidated balance sheets. See Note 7 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

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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 11. Commercial and standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Commercial letters of credit are issued specifically to facilitate commerce and typically result in the commitment being drawn on when the underlying transaction is consummated between the customer and the third party, while standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party.

Other Commitments

The Corporation has principal investment commitments to provide capital-based financing to private and public companies through either direct investments in specific companies or through investment funds and partnerships. The timing of future cash requirements to fund such commitments is generally dependent on the investment cycle, whereby privately held companies are funded by private equity investors and ultimately sold, merged, or taken public through an initial offering, which can vary based on overall market conditions, as well as the nature and type of industry in which the companies operate. The Corporation also invests in low-income housing, small-business commercial real estate, new market tax credit projects, and historic tax credit projects to promote the revitalization of low-to-moderate-income neighborhoods throughout the local communities of its bank subsidiary. As a limited partner in these unconsolidated projects, the Corporation is allocated tax credits and deductions associated with the underlying projects. The aggregate carrying value of these investments at September 30, 2015 was $41 million, compared to $27 million at December 31, 2014, included in other assets on the consolidated balance sheets. Related to these investments, the Corporation had remaining commitments to fund of $33 million at September 30, 2015 and $28 million at December 31, 2014.

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 current 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 consequential and punitive damages. The District Court granted the Bank’s motion to dismiss the complaint on September 30, 2013. On March 2, 2015, the U.S. Court of Appeals for the Eighth Circuit reversed the District Court and remanded the case back to the District Court for further proceedings. 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.

On May 22, 2015, the Bank entered into a Conciliation Agreement ("Conciliation Agreement") with the U.S. Department of Housing and Urban Development ("HUD") which resolved the previously disclosed HUD investigation into the Bank's lending practices during the years 2008-2010. The Bank's commitments under the Conciliation Agreement are spread over a three-year

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period and include commitments to do the following in minority communities: make mortgage loans of approximately $196 million; open one branch and four loan production offices; establish special financing programs; make affordable home repair grants; engage in affirmative marketing outreach; provide financial education programs; and make grants to support community reinvestment training and education. The cost of these commitments will be spread over four calendar years and is not expected to have a material impact on the Corporation's financial condition or results of operation.

Beginning in late 2013, the Corporation began reviewing a variety of legacy products provided by third parties, including debt protection and identity protection products. In connection with this review, the Corporation has made, and plans to make, remediation payments to affected customers and former customers, and has reserved accordingly.

A variety of consumer products, including the legacy debt protection and identity protection products referred to above, and mortgage and deposit products, and certain fees and charges related to such products, have come under increased regulatory scrutiny. It is possible that regulatory authorities could bring enforcement actions, including civil money penalties, or take other actions against the Corporation and the Bank in regard to these consumer products. The Bank could also determine of its own accord, or be required by regulators, to refund or otherwise make remediation payments to customers in connection with these products. It is not possible at this time for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss related to such matters.

Mortgage Repurchase Reserve

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 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 approximately $3 million and $5 million during the nine months ended September 30, 2015 and the year ended December 31, 2014, respectively, and paid loss reimbursement or settlement claims of approximately $117,000 and $734,000 during the nine months ended September 30, 2015 and the year ended December 31, 2014, respectively. Make whole requests during 2014 and the first nine months of 2015 generally arose from loans sold during the period January 1, 2006 to September 30, 2015, which totaled $19.6 billion at the time of sale, and consisted primarily of loans sold to GSEs. As of September 30, 2015, approximately $7.5 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 Nine Months Ended September 30, 2015			For The Year Ended December 31, 2014
	($ in Thousands)
Balance at beginning of period	$	3,258		$	5,737
Repurchase provision expense	340			505
Adjustments to provision expense	(2,450		)	(2,250		)
Charge offs	(23		)	(734		)
Balance at end of period	$	1,125		$	3,258

The Corporation may also sell residential mortgage loans with limited recourse (limited in that the recourse period ends prior to the loan’s maturity, usually after certain time and / or loan paydown criteria have been met), whereby repurchase could be required if the loan had defined delinquency issues during the limited recourse periods. At September 30, 2015 and December 31, 2014, there were approximately $69 million and $46 million, respectively, of residential mortgage loans sold with such recourse risk. There have been limited instances and immaterial historical losses on repurchases for recourse under the limited recourse criteria.

The Corporation has a subordinate position to the FHLB in the credit risk on residential mortgage loans it sold to the FHLB in exchange for a monthly credit enhancement fee. The Corporation has not sold loans to the FHLB with such credit risk retention

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since February 2005. At September 30, 2015 and December 31, 2014, there were $142 million and $178 million, respectively, of such residential mortgage loans with credit risk recourse, upon which there have been negligible historical losses to the Corporation.

NOTE 14: 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). 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 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 obligations of state and political subdivisions ("municipal securities"), mortgage-related 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. 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 6 for additional disclosure regarding the Corporation’s investment securities.

Derivative financial instruments (interest rate-related instruments)

The Corporation has used, and may again use in the future, interest rate swaps to manage its interest rate risk. In addition, the Corporation offers customer interest rate-related instruments (swaps and caps) to service our customers’ needs, for which the Corporation simultaneously enters into offsetting derivative financial instruments (i.e., mirror interest rate-related instruments) with third parties to manage its interest rate risk associated with these financial instruments. The valuation of the Corporation’s derivative financial instruments is determined using discounted cash flow analysis on the expected cash flows of each derivative and, also includes a nonperformance / credit risk component (credit valuation adjustment). See Note 11 for additional disclosure regarding the Corporation’s derivative financial instruments.

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

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

While the Corporation has determined that the majority of the inputs used to value its derivative financial instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. The Corporation has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions as of September 30, 2015, and December 31, 2014, 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.

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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 11 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 11 for additional disclosure regarding the Corporation’s mortgage derivatives.

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

Loans Held for Sale

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

Impaired Loans

The Corporation considers a loan impaired when it is probable that the Corporation will be unable to collect all amounts due according to the original contractual terms of the note agreement, including both principal and interest. Management has determined that commercial and consumer loan relationships that have nonaccrual status or have had their terms restructured in a troubled debt restructuring meet this impaired loan definition. For individually evaluated impaired loans, the amount of impairment is based upon the present value of expected future cash flows discounted at the loan’s effective interest rate, the estimated fair value of the underlying collateral for collateral-dependent loans, or the estimated liquidity of the note. See Note 7 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

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a nonrecurring basis), not fair value measurement accounting, for its mortgage servicing rights assets. See Note 8 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 September 30, 2015 and December 31, 2014, aggregated by the level in the fair value hierarchy within which those measurements fall.



Assets and Liabilities Measured at Fair Value on a Recurring Basis
			Fair Value Measurements Using
	September 30, 2015		Level 1		Level 2		Level 3
	($ in Thousands)
Assets:
Investment securities available for sale:
U.S. Treasury securities	$	1,002	$	1,002	$	—	$	—
Municipal securities	427,701		—		427,701		—
Residential mortgage-related securities:
Government-sponsored enterprise (GSE)	3,088,923		—		3,088,923		—
Private-label	1,746		—		1,746		—
GSE commercial mortgage-related securities	1,877,581		—		1,877,581		—
Other securities (debt and equity)	6,703		3,503		3,000		200
Total investment securities available for sale	$	5,403,656	$	4,505	$	5,398,951	$	200
Derivatives (trading and other assets)	$	49,251	$	—	$	46,667	$	2,584
Liabilities:
Derivatives (trading and other liabilities)	$	50,714	$	—	$	48,732	$	1,982
			Fair Value Measurements Using
	December 31, 2014		Level 1		Level 2		Level 3
	($ in Thousands)
Assets:
Investment securities available for sale:
U.S. Treasury securities	$	998	$	998	$	—	$	—
Municipal securities	582,679		—		582,679		—
Residential mortgage-related securities:
GSE	3,730,789		—		3,730,789		—
Private-label	2,294		—		2,294		—
GSE commercial mortgage-related securities	1,073,893		—		1,073,893		—
Other securities (debt and equity)	6,159		2,959		3,000		200
Total investment securities available for sale	$	5,396,812	$	3,957	$	5,392,655	$	200
Derivatives (trading and other assets)	$	43,164	$	—	$	41,217	$	1,947
Liabilities:
Derivatives (trading and other liabilities)	$	45,818	$	—	$	43,383	$	2,435

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The table below presents a rollforward of the balance sheet amounts for the year ended December 31, 2014 and the nine months ended September 30, 2015, for financial instruments measured on a recurring basis and classified within Level 3 of the fair value hierarchy.



	Investment Securities Available for Sale			Derivative Financial Instruments
($ in Thousands)
Balance December 31, 2013	$	299		$	1,717
Total net losses included in income:
Mortgage derivative loss	—			(2,205		)
Sales of investment securities	(99		)	—
Balance December 31, 2014	$	200		$	(488	)
Total net gains included in income:
Mortgage derivative gain	—			1,090
Balance September 30, 2015	$	200		$	602

For Level 3 assets and liabilities measured at fair value on a recurring or nonrecurring basis as of September 30, 2015, the Corporation utilized the following valuation techniques and significant unobservable inputs.

Derivative financial instruments (mortgage derivative – interest rate lock commitments to originate residential mortgage loans held for sale)

The significant unobservable input used in the fair value measurement of the Corporation’s mortgage derivative interest rate lock commitments (“IRLC”) is the closing ratio, which represents the percentage of loans currently in a lock position which management estimates will ultimately close. The closing ratio calculation takes into consideration historical data and loan-level data, particularly the change in the current interest rates from the time of initial rate lock. The closing ratio is periodically reviewed for reasonableness and reported to the Mortgage Risk Management Committee. At September 30, 2015, the closing ratio was 87%.

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 10% to 20%.

Mortgage servicing rights

The discounted cash flow analyses that generate expected market prices utilize the observable characteristics of the mortgage servicing rights portfolio, as well as certain unobservable valuation parameters. The significant unobservable inputs used in the fair value measurement of the Corporation’s mortgage servicing rights are the weighted average constant prepayment rate and weighted average discount rate, which were 13.4% and 9.6% at September 30, 2015, respectively. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement.

These parameter assumptions fall within a range that the Corporation, in consultation with an independent third party, believes purchasers of servicing would apply to such portfolios sold into the current secondary servicing market. Discussions are held with members from management to reconcile the fair value estimates and the key assumptions used by the respective parties in arriving at those estimates. The Mortgage Risk Management 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.

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The table below presents the balances of the Corporation’s loans held for sale, impaired loans, and mortgage servicing rights measured at fair value on a nonrecurring basis as of September 30, 2015 and December 31, 2014, aggregated by the level in the fair value hierarchy within which those measurements fall.



Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
			Fair Value Measurements Using
	September 30, 2015		Level 1		Level 2		Level 3
	($ in Thousands)
Assets:
Loans held for sale	$	106,276	$	—	$	106,276	$	—
Impaired loans (1)	72,661		—		—		72,661
Mortgage servicing rights	67,794		—		—		67,794
			Fair Value Measurements Using
	December 31, 2014		Level 1		Level 2		Level 3
	($ in Thousands)
Assets:
Loans held for sale	$	156,423	$	—	$	156,423	$	—
Impaired loans (1)	83,956		—		—		83,956
Mortgage servicing rights	66,342		—		—		66,342


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

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

During the first nine months of 2015 and the full year 2014, 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 $6 million for the first nine months of 2015 and $21 million for the year ended December 31, 2014. 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 less than $1 million and $2 million to asset losses, net for the nine months ended September 30, 2015 and the year ended December 31, 2014, respectively.

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Fair Value of Financial Instruments:

Fair value estimates, methods, and assumptions are set forth below for the Corporation’s financial instruments.



	September 30, 2015
	Carrying Amount		Fair Value		Fair Value Measurements Using
					Level 1		Level 2		Level 3
	($ in Thousands)
Financial assets:
Cash and due from banks	$	303,701	$	303,701	$	303,701	$	—	$	—
Interest-bearing deposits in other financial institutions	70,023		70,023		70,023		—		—
Federal funds sold and securities purchased under agreements to resell	36,490		36,490		36,490		—		—
Investment securities held to maturity	604,799		613,372		—		613,372		—
Investment securities available for sale	5,403,656		5,403,656		4,505		5,398,951		200
FHLB and Federal Reserve Bank stocks	160,871		160,871		—		160,871		—
Loans held for sale	105,144		106,276		—		106,276		—
Loans, net	18,262,237		18,435,809		—		—		18,435,809
Bank owned life insurance	580,289		580,289		—		580,289		—
Accrued interest receivable	70,977		70,977		70,977		—		—
Interest rate-related instruments	42,593		42,593		—		42,593		—
Foreign currency exchange forwards	1,159		1,159		—		1,159		—
Interest rate lock commitments to originate residential mortgage loans held for sale	2,584		2,584		—		—		2,584
Purchased options (time deposit)	2,915		2,915		—		2,915		—
Financial liabilities:
Noninterest-bearing demand, savings, interest-bearing demand, and money market deposits	$	18,936,600	$	18,936,600	$	—	$	—	$	18,936,600
Brokered CDs and other time deposits	1,621,795		1,632,811		—		1,632,811		—
Short-term funding	1,022,335		1,022,335		—		1,022,335		—
Long-term funding	2,679,542		2,740,335		—		2,740,335		—
Accrued interest payable	6,888		6,888		6,888		—		—
Interest rate-related instruments	44,857		44,857		—		44,857		—
Foreign currency exchange forwards	960		960		—		960		—
Forward commitments to sell residential mortgage loans	1,982		1,982		—		—		1,982
Standby letters of credit (1)	3,164		3,164		—		3,164		—
Written options (time deposit)	2,915		2,915		—		2,915		—

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	December 31, 2014
	Carrying Amount		Fair Value		Fair Value Measurements Using
					Level 1		Level 2		Level 3
	($ in Thousands)
Financial assets:
Cash and due from banks	$	444,113	$	444,113	$	444,113	$	—	$	—
Interest-bearing deposits in other financial institutions	571,924		571,924		571,924		—		—
Federal funds sold and securities purchased under agreements to resell	16,030		16,030		16,030		—		—
Investment securities held to maturity	404,455		413,067		—		413,067		—
Investment securities available for sale	5,396,812		5,396,812		3,957		5,392,655		200
FHLB and Federal Reserve Bank stocks	189,107		189,107		—		189,107		—
Loans held for sale	154,935		156,423		—		156,423		—
Loans, net	17,327,544		17,427,647		—		—		17,427,647
Bank owned life insurance	574,154		574,154		—		574,154		—
Accrued interest receivable	67,573		67,573		67,573		—		—
Interest rate-related instruments	33,023		33,023		—		33,023		—
Foreign currency exchange forwards	2,140		2,140		—		2,140		—
Interest rate lock commitments to originate residential mortgage loans held for sale	1,947		1,947		—		—		1,947
Purchased options (time deposit)	6,054		6,054		—		6,054		—
Financial liabilities:
Noninterest-bearing demand, savings, interest-bearing demand, and money market deposits	$	17,192,049	$	17,192,049	$	—	$	—	$	17,192,049
Brokered CDs and other time deposits	1,571,455		1,571,455		—		1,571,455		—
Short-term funding	1,068,288		1,068,288		—		1,068,288		—
Long-term funding	3,930,117		3,975,605		—		3,975,605		—
Accrued interest payable	9,530		9,530		9,530		—		—
Interest rate-related instruments	35,372		35,372		—		35,372		—
Foreign currency exchange forwards	1,957		1,957		—		1,957		—
Standby letters of credit (1)	3,542		3,542		—		3,542		—
Forward commitments to sell residential mortgage loans	2,435		2,435		—		—		2,435
Written options (time deposit)	6,054		6,054		—		6,054		—


(1)	The commitment on standby letters of credit was $317 million and $353 million at September 30, 2015 and December 31, 2014, respectively. See Note 13 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 and is based on what secondary markets are currently offering for portfolios with similar characteristics.

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

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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 deposits, 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 other 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.

NOTE 15: 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

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frozen on December 31, 2004 and qualified participants in the First Federal Plan became eligible to participate in the RAP as of January 1, 2005. Additional discussion and information on the RAP and the First Federal Plan are collectively referred to below as the “Pension Plan”.

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

The components of net periodic benefit cost for the Pension and Postretirement Plans for the three and nine months ended September 30, 2015 and 2014, respectively, and for the full year 2014 were as follows.



	Three Months Ended September 30,						Nine Months Ended September 30,						Year Ended December 31,
	2015			2014			2015			2014			2014
				($ in Thousands)
Components of Net Periodic Benefit Cost
Pension Plan:
Service cost	$	2,318		$	2,975		$	8,443		8,925			$	11,058
Interest cost	1,678			1,790			4,963			5,370			7,132
Expected return on plan assets	(5,379		)	(4,855		)	(16,079		)	(14,565		)	(19,922		)
Amortization of prior service cost	12			15			37			45			58
Amortization of actuarial loss	627			326			1,692			975			1,384
Total net periodic benefit cost	$	(744	)	$	251		$	(944	)	$	750		$	(290	)
Postretirement Plan:
Interest cost	$	35		$	39		$	105		116			$	150
Amortization of actuarial gain	—			(9		)	—			(26		)	(35		)
Total net periodic benefit cost	$	35		$	30		$	105		$	90		$	115

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 16: 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 Specialty; Community, Consumer, and Business; and Risk Management and Shared Services, with no segment representing more than half of the assets of the Corporation as a whole.

The financial information of the Corporation’s segments has been compiled utilizing the accounting policies described in the Corporation's 2014 annual report on Form 10-K with certain exceptions, as noted below. 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 2014 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).

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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 2015, certain organizational and methodology changes were made and, accordingly, 2014 results have been restated and presented on a comparable basis.

A description of each business segment is presented below.

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

Community, Consumer, and Business — The Community, Consumer, and Business segment serves individuals, as well as small and mid-size businesses. In serving this segment we compete based on providing a broad range of solutions to meet the needs of our customers in their entire financial lifecycle, convenient access to our services through multiple channels such as branches, phone based services, online and mobile banking, and a relationship based business model which assists our customers in navigating any changes and challenges in their financial circumstances. Delivery of services is provided through our various Consumer Banking, Community Banking, and Private Client units. Within this segment we provide the following products and services: (1) lending solutions such as residential mortgages, home equity loans and lines of credit, personal and installment loans, real estate financing, business loans, and business lines of credit; (2) deposit and transactional solutions such as checking, credit, debit and pre-paid cards, online banking and bill pay, and money transfer services; (3) investable funds solutions such as savings, money market deposit accounts, IRA accounts, certificates of deposit, fixed and variable annuities, full-service, discount and on-line investment brokerage; investment advisory services; trust and investment management accounts; (4) insurance, benefits related products and services; and (5) fiduciary services such as administration of pension, profit-sharing and other employee benefit plans, fiduciary and corporate agency services, and institutional asset management.

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.

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Information about the Corporation’s segments is presented below.




Segment Income Statement Data ($ in Thousands)	Corporate and Commercial Specialty			Community, Consumer, and Business			Risk Management and Shared Services			Consolidated Total
Nine Months Ended September 30, 2015
Net interest income	$	230,130		$	261,951		$	12,729		$	504,810
Noninterest income	36,222			200,042			10,249			246,513
Total revenue	266,352			461,993			22,978			751,323
Credit provision *	30,312			19,625			(32,437		)	17,500
Noninterest expense	106,643			366,410			49,454			522,507
Income before income taxes	129,397			75,958			5,961			211,316
Income tax expense (benefit)	44,384			26,585			(5,163		)	65,806
Net income	$	85,013		$	49,373		$	11,124		$	145,510
Return on average allocated capital (ROCET1) **	11.8		%	10.3		%	3.9		%	10.3		%
Nine Months Ended September 30, 2014
Net interest income	$	220,973		$	227,409		$	57,924		$	506,306
Noninterest income	35,971			168,287			16,418			220,676
Total revenue	256,944			395,696			74,342			726,982
Credit provision *	37,021			16,534			(42,555		)	11,000
Noninterest expense	110,558			346,084			50,794			507,436
Income before income taxes	109,365			33,078			66,103			208,546
Income tax expense	35,767			11,388			19,620			66,775
Net income	$	73,598		$	21,690		$	46,483		$	141,771
Return on average allocated capital (ROCET1) **	12.8		%	5.4		%	9.8		%	9.8		%

Segment Balance Sheet Data ($ in Thousands)	Corporate and Commercial Specialty			Community, Consumer, and Business			Risk Management and Shared Services			Consolidated Total
Average Balances for YTD 3Q 2015
Average earning assets	$	9,373,312		$	8,719,078		$	6,326,258		$	24,418,648
Average loans	9,363,936			8,719,078			71,378			18,154,392
Average deposits	5,730,918			10,786,342			3,145,612			19,662,872
Average allocated capital (CET1) **	$	966,746		$	640,116		$	213,750		$	1,820,612
Average Balances for YTD 3Q 2014
Average earning assets	$	8,933,616		$	7,646,487		$	5,933,220		$	22,513,323
Average loans	8,922,631			7,646,487			85,115			16,654,233
Average deposits	5,129,046			9,872,624			2,347,059			17,348,729
Average allocated capital (CET1) **	$	766,391		$	535,528		$	585,493		$	1,887,412

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Segment Income Statement Data ($ in Thousands)	Corporate and Commercial Specialty			Community, Consumer, and Business			Risk Management and Shared Services			Consolidated Total
Three Months Ended September 30, 2015
Net interest income	$	78,283		$	88,209		$	4,017		$	170,509
Noninterest income	11,305			64,911			3,700			79,916
Total revenue	89,588			153,120			7,717			250,425
Credit provision *	10,851			5,963			(8,814		)	8,000
Noninterest expense	37,293			122,393			11,750			171,436
Income before income taxes	41,444			24,764			4,781			70,989
Income tax expense (benefit)	13,955			8,667			(1,071		)	21,551
Net income	$	27,489		$	16,097		$	5,852		$	49,438
Return on average allocated capital (ROCET1) **	11.0		%	10.1		%	6.7		%	10.2		%
Three Months Ended September 30, 2014
Net interest income	$	72,474		$	82,067		$	18,089		$	172,630
Noninterest income	11,888			54,601			8,419			74,908
Total revenue	84,362			136,668			26,508			247,538
Credit provision *	11,074			6,773			(16,847		)	1,000
Noninterest expense	35,044			122,722			14,087			171,853
Income before income taxes	38,244			7,173			29,268			74,685
Income tax expense	12,343			2,467			9,668			24,478
Net income	$	25,901		$	4,706		$	19,600		$	50,207
Return on average allocated capital (ROCET1) **	13.8		%	3.2		%	13.4		%	10.4		%

Segment Balance Sheet Data ($ in Thousands)	Corporate and Commercial Specialty			Community, Consumer, and Business			Risk Management and Shared Services			Consolidated Total
Average Balances for 3Q15
Average earning assets	$	9,475,469		$	8,917,831		$	6,440,714		$	24,834,014
Average loans	9,466,761			8,917,831			68,157			18,452,749
Average deposits	6,044,306			10,969,172			3,280,121			20,293,599
Average allocated capital (CET1) **	$	988,283		$	632,878		$	216,275		$	1,837,436
Average Balances for 3Q14
Average earning assets	$	8,761,870		$	8,310,839		$	6,024,008		$	23,096,717
Average loans	8,750,207			8,310,839			79,915			17,140,961
Average deposits	5,092,314			10,337,637			2,443,427			17,873,378
Average allocated capital (CET1) **	$	744,792		$	583,096		$	543,358		$	1,871,246
* The consolidated credit provision is equal to the actual reported provision for credit losses.
** The Federal Reserve establishes capital adequacy requirements for the Corporation, including Tier 1 capital. Tier 1 capital is comprised of common capital and certain redeemable, non-cumulative preferred stock. Average allocated capital represents average common equity Tier 1 which is defined as average Tier 1 capital excluding qualifying perpetual preferred stock and qualifying trust preferred securities. This is a non-GAAP financial measure. For segment reporting purposes, the ROCET1 reflects return on average allocated common equity Tier 1 ("CET1"). The ROCET1 for the Risk Management and Shared Services segment and the Consolidated Total is inclusive of the annualized effect of the preferred stock dividends.

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Note 17: Accumulated Other Comprehensive Income (Loss)

The following table summarizes the components of accumulated other comprehensive income (loss) at September 30, 2015 and 2014, changes during the three and nine month periods then ended, and reclassifications out of accumulated other comprehensive income during the three and nine month periods ended September 30, 2015 and 2014, 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 postretirement obligations are a component of personnel expense on the consolidated statements of income.



($ in Thousands)	Investments Securities Available For Sale			Defined Benefit Pension and Postretirement Obligations			Accumulated Other Comprehensive Income (Loss)
Balance January 1, 2015	$	18,512		$	(23,362	)	$	(4,850	)
Other comprehensive income before reclassifications	35,101			—			35,101
Amounts reclassified from accumulated other comprehensive income (loss)	(4,038		)	1,729			(2,309		)
Income tax expense	(11,907		)	(659		)	(12,566		)
Net other comprehensive income during period	19,156			1,070			20,226
Balance September 30, 2015	$	37,668		$	(22,292	)	$	15,376
Balance January 1, 2014	$	(11,396	)	$	(12,848	)	$	(24,244	)
Other comprehensive income before reclassifications	36,061			—			36,061
Amounts reclassified from accumulated other comprehensive income (loss)	(469		)	994			525
Income tax expense	(13,684		)	(383		)	(14,067		)
Net other comprehensive income during period	21,908			611			22,519
Balance September 30, 2014	$	10,512		$	(12,237	)	$	(1,725	)

($ in Thousands)	Investments Securities Available For Sale			Defined Benefit Pension and Postretirement Obligations			Accumulated Other Comprehensive Income (Loss)
Balance July 1, 2015	$	25,282		$	(22,688	)	$	2,594
Other comprehensive income before reclassifications	22,907			—			22,907
Amounts reclassified from accumulated other comprehensive income (loss)	(2,796		)	639			(2,157		)
Income tax expense	(7,725		)	(243		)	(7,968		)
Net other comprehensive income during period	12,386			396			12,782
Balance September 30, 2015	$	37,668		$	(22,292	)	$	15,376
Balance July 1, 2014	$	22,935		$	(12,441	)	$	10,494
Other comprehensive loss before reclassifications	(20,123		)	—			(20,123		)
Amounts reclassified from accumulated other comprehensive income (loss)	(57		)	332			275
Income tax (expense) benefit	7,757			(128		)	7,629
Net other comprehensive income (loss) during period	(12,423		)	204			(12,219		)
Balance September 30, 2014	$	10,512		$	(12,237	)	$	(1,725	)

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, 2014, 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. Management continually evaluates strategic acquisition opportunities and other various strategic alternatives that could involve the sale or acquisition of branches or other assets, or the consolidation or creation of subsidiaries.

During the third quarter of 2015, the Corporation reclassified approximately $500 million of closed end first lien home equity loans to residential mortgage loans in order to better align with the Corporation's regulatory reporting of residential mortgage loan products. All prior periods have been restated to reflect this change. All prior periods have been restated to reflect this change. As a result, the restated home equity loan portfolio is $1.1 billion for December 31, 2014, compared to the originally reported amount of $1.6 billion. Similarly, the restated residential mortgage loan portfolio is $5.1 billion for December 31, 2014, compared to the originally reported amount of $4.5 billion.

Performance Summary


•	Average loans of $18.5 billion for the third quarter of 2015 grew $264 million, or 1% from the second quarter of 2015, primarily driven by a $247 million increase in the residential mortgage loan portfolio. Average deposits grew to a record $20.3 billion, up $667 million, or 3% from the second quarter of 2015, primarily driven by strong growth in demand deposits and money market accounts.


•	Credit quality continued to improve with decreases in nonaccrual loans (down 8%) and net charge offs (down 8%) compared to the second quarter of 2015, while potential problem loans increased $64 million driven by the migration of a small number of commercial credits.


•	Net interest income of $171 million for the third quarter of 2015 increased $4 million, or 2% from the second quarter of 2015, while the net interest margin declined 1 basis point to 2.82%.


•	Noninterest income of $80 million for the third quarter of 2015 decreased $7 million, or 8% from the second quarter of 2015, primarily driven by reduced mortgage banking income and seasonally lower insurance activity.


•	Noninterest expense of $171 million for the third quarter of 2015 decreased $5 million, or 3% from the second quarter of 2015, primarily due to lower personnel and technology costs.

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TABLE 1

Summary Results of Operations: Trends

($ in Thousands, except per share data)



	3rd Qtr 2015			2nd Qtr 2015			1st Qtr 2015			4th Qtr 2014			3rd Qtr 2014
Net income (Quarter)	$	49,438		$	49,400		$	46,672		$	48,738		$	50,207
Net income (Year-to-date)	$	145,510		$	96,072		$	46,672		$	190,509		$	141,771
Net income available to common equity (Quarter)	$	47,254		$	47,855		$	45,444		$	47,513		$	48,952
Net income available to common equity (Year-to-date)	$	140,553		$	93,299		$	45,444		$	185,507		$	137,994
Earnings per common share – basic (Quarter)	$	0.31		$	0.32		$	0.30		$	0.31		$	0.31
Earnings per common share – basic (Year-to-date)	$	0.93		$	0.62		$	0.30		$	1.17		$	0.86
Earnings per common share – diluted (Quarter)	$	0.31		$	0.31		$	0.30		$	0.31		$	0.31
Earnings per common share – diluted (Year-to-date)	$	0.92		$	0.61		$	0.30		$	1.16		$	0.85
Return on average assets (Quarter)	0.72		%	0.74		%	0.71		%	0.75		%	0.78		%
Return on average assets (Year-to-date)	0.72		%	0.73		%	0.71		%	0.76		%	0.76		%
Return on average equity (Quarter)	6.72		%	6.89		%	6.65		%	6.83		%	6.93		%
Return on average equity (Year-to-date)	6.76		%	6.77		%	6.65		%	6.63		%	6.57		%
Return on average tangible common equity (Quarter)	10.35		%	10.62		%	10.16		%	10.27		%	10.35		%
Return on average tangible common equity (Year-to-date)	10.38		%	10.39		%	10.16		%	9.91		%	9.79		%
Return on average common equity Tier 1 (Quarter) (1)	10.20		%	10.55		%	10.22		%	10.35		%	10.38		%
Return on average common equity Tier 1 (Year-to-date) (1)	10.32		%	10.38		%	10.22		%	9.92		%	9.78		%
Federal Reserve efficiency ratio (Quarter) (2)	68.83		%	70.23		%	70.30		%	70.54		%	71.06		%
Federal Reserve efficiency ratio (Year-to-date) (2)	69.79		%	70.26		%	70.30		%	70.28		%	70.19		%
Fully tax-equivalent efficiency ratio (Quarter) (2)	67.09		%	68.54		%	68.56		%	68.82		%	69.27		%
Fully tax-equivalent efficiency ratio (Year-to-date) (2)	68.07		%	68.55		%	68.56		%	68.53		%	68.44		%
Net interest margin (Quarter)	2.82		%	2.83		%	2.89		%	3.04		%	3.06		%
Net interest margin (Year-to-date)	2.84		%	2.86		%	2.89		%	3.08		%	3.09		%


(1)	Return on average common equity Tier 1 = 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.

TABLE 1A

Reconciliation of Non-GAAP Measure



	3rd Qtr 2015		2nd Qtr 2015		1st Qtr 2015		4th Qtr 2014		3rd Qtr 2014
Federal Reserve efficiency ratio (Quarter) (a)	68.83	%	70.23	%	70.30	%	70.54	%	71.06	%
Taxable equivalent adjustment (Quarter)	(1.39	)%	(1.34	)%	(1.42	)%	(1.41	)%	(1.39	)%
Other intangible amortization (Quarter)	(0.35	)%	(0.35	)%	(0.32	)%	(0.31	)%	(0.40	)%
Fully tax-equivalent efficiency ratio (Quarter) (b)	67.09	%	68.54	%	68.56	%	68.82	%	69.27	%
Federal Reserve Efficiency ratio (Year-to-date) (a)	69.79	%	70.26	%	70.30	%	70.28	%	70.19	%
Taxable equivalent adjustment (Year-to-date)	(1.38	)%	(1.38	)%	(1.42	)%	(1.36	)%	(1.35	)%
Other intangible amortization (Year-to-date)	(0.34	)%	(0.33	)%	(0.32	)%	(0.39	)%	(0.40	)%
Fully tax-equivalent efficiency ratio (Year-to-date) (b)	68.07	%	68.55	%	68.56	%	68.53	%	68.44	%


(a)	The efficiency ratio as defined by the Federal Reserve guidance is noninterest expense (which includes the provision for unfunded commitments) divided by the sum of net interest income plus noninterest income, excluding investment securities gains / losses, net.

(b)

The fully tax-equivalent efficiency ratio is noninterest expense (which includes the provision for unfunded commitments), excluding other intangible amortization, divided by the sum of taxable equivalent net interest income plus noninterest income, excluding investment securities gains / losses. Management believes the fully tax-equivalent efficiency ratio, which adjusts net interest income for the tax-favored status of certain loans and investment securities, to be the preferred industry measurement as it enhances the comparability of net interest income arising from taxable and tax-exempt sources. This presentation differs from our prior reporting. All periods have been adjusted to conform.

Table of Contents

Net Interest Income and Net Interest Margin

TABLE 2

Net Interest Income Analysis

($ in Thousands)



	Nine months ended September 30, 2015						Nine months ended September 30, 2014
	Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate
Earning assets:
Loans: (1)(2)(3)
Commercial and business lending	$	7,083,736	$	168,188	3.17	%	$	6,419,328	$	160,189	3.34	%
Commercial real estate lending	4,171,250		108,785		3.49	%	3,965,242		109,681		3.70	%
Total commercial	11,254,986		276,973		3.29	%	10,384,570		269,870		3.47	%
Residential mortgage	5,435,277		134,923		3.31	%	4,787,306		125,460		3.50	%
Retail	1,464,129		50,851		4.64	%	1,482,357		49,581		4.46	%
Total loans	18,154,392		462,747		3.40	%	16,654,233		444,911		3.57	%
Investment securities (1)	5,808,771		109,651		2.52	%	5,559,398		110,273		2.64	%
Other short-term investments	455,485		4,952		1.45	%	299,692		4,814		2.14	%
Investments and other	6,264,256		114,603		2.44	%	5,859,090		115,087		2.62	%
Total earning assets	24,418,648		$	577,350	3.16	%	22,513,323		$	559,998	3.32	%
Other assets, net	2,456,843						2,339,067
Total assets	$	26,875,491					$	24,852,390
Interest-bearing liabilities:
Interest-bearing deposits:
Savings deposits	$	1,329,548	$	751	0.08	%	$	1,244,483	$	715	0.08	%
Interest-bearing demand deposits	3,218,089		3,049		0.13	%	2,930,236		2,903		0.13	%
Money market deposits	9,100,867		12,223		0.18	%	7,413,513		8,906		0.16	%
Time deposits	1,616,474		8,258		0.68	%	1,600,472		6,451		0.54	%
Total interest-bearing deposits	15,264,978		24,281		0.21	%	13,188,704		18,975		0.19	%
Federal funds purchased and securities sold under agreements to repurchase	632,714		714		0.15	%	860,732		1,001		0.16	%
Other short-term funding	170,300		279		0.22	%	610,055		629		0.14	%
Long-term funding	3,277,840		32,159		1.31	%	2,955,797		18,836		0.85	%
Total short and long-term funding	4,080,854		33,152		1.08	%	4,426,584		20,466		0.62	%
Total interest-bearing liabilities	19,345,832		$	57,433	0.40	%	17,615,288		$	39,441	0.30	%
Noninterest-bearing demand deposits	4,397,894						4,160,025
Other liabilities	251,937						191,802
Stockholders’ equity	2,879,828						2,885,275
Total liabilities and equity	$	26,875,491					$	24,852,390
Interest rate spread					2.76	%					3.02	%
Net free funds					0.08	%					0.07	%
Net interest income, tax-equivalent, and net interest margin			$	519,917	2.84	%			$	520,557	3.09	%
Fully tax-equivalent adjustment			15,107						14,251
Net interest income			$	504,810					$	506,306

Table of Contents

TABLE 2 (continued)

Net Interest Income Analysis

($ in Thousands)



	Three months ended September 30, 2015						Three months ended September 30, 2014
	Average Balance		Interest Income/ Expense		Average Yield/ Rate		Average Balance		Interest Income/ Expense		Average Yield/ Rate
Earning assets:
Loans: (1)(2)(3)
Commercial and business lending	$	7,089,664	$	55,944	3.13	%	$	6,652,227	$	54,990	3.28	%
Commercial real estate lending	4,260,329		36,694		3.42	%	4,019,286		37,780		3.73	%
Total commercial	11,349,993		92,638		3.24	%	10,671,513		92,770		3.45	%
Residential mortgage	5,658,253		47,004		3.32	%	4,947,713		42,840		3.46	%
Retail	1,444,503		16,913		4.67	%	1,521,735		17,392		4.56	%
Total loans	18,452,749		156,555		3.38	%	17,140,961		153,002		3.55	%
Investment securities (1)	5,965,769		37,049		2.48	%	5,619,982		36,486		2.60	%
Other short-term investments	415,496		1,489		1.43	%	335,774		1,503		1.79	%
Investments and other	6,381,265		38,538		2.42	%	5,955,756		37,989		2.55	%
Total earning assets	24,834,014		$	195,093	3.13	%	23,096,717		$	190,991	3.29	%
Other assets, net	2,446,062						2,375,335
Total assets	$	27,280,076					$	25,472,052
Interest-bearing liabilities:
Interest-bearing deposits:
Savings deposits	$	1,357,677	$	254	0.07	%	$	1,269,994	$	254	0.08	%
Interest-bearing demand deposits	3,199,391		962		0.12	%	3,096,712		1,111		0.14	%
Money market deposits	9,538,030		4,350		0.18	%	7,721,167		3,153		0.16	%
Time deposits	1,624,661		2,955		0.72	%	1,545,851		2,103		0.54	%
Total interest-bearing deposits	15,719,759		8,521		0.22	%	13,633,724		6,621		0.19	%
Federal funds purchased and securities sold under agreements to repurchase	649,891		248		0.15	%	927,904		390		0.17	%
Other short-term funding	154,811		83		0.21	%	665,647		233		0.14	%
Long-term funding	3,024,774		10,645		1.41	%	2,931,714		6,179		0.84	%
Total short and long-term funding	3,829,476		10,976		1.15	%	4,525,265		6,802		0.60	%
Total interest-bearing liabilities	19,549,235		$	19,497	0.40	%	18,158,989		$	13,423	0.29	%
Noninterest-bearing demand deposits	4,573,840						4,239,654
Other liabilities	237,725						197,330
Stockholders’ equity	2,919,276						2,876,079
Total liabilities and equity	$	27,280,076					$	25,472,052
Interest rate spread					2.73	%					3.00	%
Net free funds					0.09	%					0.06	%
Net interest income, tax-equivalent, and net interest margin			$	175,596	2.82	%			$	177,568	3.06	%
Fully tax-equivalent adjustment			5,087						4,938
Net interest income			$	170,509					$	172,630


⁽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.

Table of Contents

Notable contributions to the change in net interest income were:

•

Net interest income on a taxable equivalent basis for the nine months ended September 30, 2015, was $520 million, a decrease of $1 million versus the first nine months of 2014. The decrease in taxable equivalent net interest income was attributable to an unfavorable rate variance (as the impact of changes in the interest rate environment and product pricing decreased taxable equivalent net interest income by $44 million), partially offset by a favorable volume variance (as balance sheet changes in both volume and mix increased taxable equivalent net interest income by $43 million).


•	The net interest margin for the first nine months of 2015 was 2.84%, 25 bp lower than 3.09% for the same period in 2014. This comparable period decrease was comprised of a 26 bp decrease in interest rate spread (the net of a 16 bp decrease in yield on earning assets and a 10 bp increase in the cost of interest-bearing liabilities) and a 1 bp higher contribution from net free funds.


•	The Federal Reserve left interest rates unchanged through the first nine months of 2015. There remains uncertainty as to the timing of a potential interest rate change. As of September 30, 2015, the market was pricing less than a 50% probability of an increase by year end 2015.

•

The yield on earning assets was 3.16% for the first nine months of 2015, 16 bp lower than the comparable period last year. Loan yields were down 17 bp, (to 3.40%), and are related to competitive pricing pressures in a low interest rate environment. The yield on investment securities and other short-term investments decreased 18 bp (to 2.44%), and was also impacted by the low interest rate environment and higher prepayment speeds of mortgage-related securities purchased at a premium.


•	The rate on interest-bearing liabilities of 0.40% for the first nine months of 2015 was 10 bp higher than the same period in 2014. The cost of short-term funding was relatively flat, while the cost of long-term funding increased 46 bp (to 1.31%), mainly due to the issuance of long-term senior and subordinated notes in late 2014.

•

Average earning assets were $24.4 billion for the first nine months of 2015, an increase of $1.9 billion (8%) from the comparable period last year. Average loans increased $1.5 billion, including increases in commercial loans (up $870 million) and residential mortgage loans (up $648 million), while retail loans decreased (down $18 million). Average investment securities and other short-term investments increased $405 million, primarily in municipal securities, mortgage related securities and interest-bearing deposits in other banks.

•

Average interest-bearing liabilities of $19.3 billion for the first nine months of 2015 increased $1.7 billion (10%) from the comparable period last year. Average interest-bearing deposits increased $2.1 billion (primarily in money market deposits), while noninterest bearing deposits increased $238 million. On average, short and long-term funding decreased $346 million between the comparable nine month periods, including a $668 million decrease in short-term funding, partially offset by a $322 million increase in long-term funding (also mainly due to the issuance of long-term senior and subordinated notes in late 2014).

Provision for Credit Losses

The provision for credit losses (which includes the provision for loan losses and the provision for unfunded commitments) was $18 million and $11 million for the first nine months of 2015 and 2014, respectively. The provision for credit losses was $16 million for the full year 2014. Net charge offs were $22 million for the first nine months of 2015, compared to $11 million for the first nine months of 2014 and $15 million for the full year of 2014. Annualized net charge offs as a percent of average loans for the first nine months of 2015 were 0.16%, compared to 0.08% for the first nine months of 2014 and 0.09% for the full year 2014. See Tables 9 and 10.

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 loan losses and allowance for unfunded commitments, which 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 in each portfolio category, the level of loans sold or transferred to held for sale, the risk inherent in specific loans, concentrations of loans to specific borrowers or industries, existing economic conditions, the fair value of underlying collateral, and other factors which could affect potential credit losses. See additional discussion under sections “Credit Risk,” “Allowance for Credit Losses,” and “Nonaccrual Loans, Potential Problem Loans, and Other Real Estate Owned.”

Table of Contents

Noninterest Income

TABLE 3

Noninterest Income

($ in Thousands)



	Three months ended September 30,											Nine months ended, September 30
	2015			2014			Dollar Change			Percent Change		2015			2014			Dollar Change			Percent Change
Trust service fees	$	12,273		$	12,218		$	55		0.5	%	$	36,875		$	35,946		$	929		2.6	%
Service charges on deposit accounts	17,385			17,961			(576		)	(3.2	)%	48,894			51,773			(2,879		)	(5.6	)%
Card-based and other nondeposit fees	12,618			12,407			211			1.7	%	38,631			37,493			1,138			3.0	%
Insurance commissions	17,561			7,860			9,701			123.4	%	57,366			33,828			23,538			69.6	%
Brokerage and annuity commissions	3,809			4,040			(231		)	(5.7	)%	11,684			12,593			(909		)	(7.2	)%
Core fee-based revenue	63,646			54,486			9,160			16.8	%	193,450			171,633			21,817			12.7	%
Mortgage banking income	9,557			9,140			417			4.6	%	32,588			26,527			6,061			22.8	%
Mortgage servicing rights expense	2,914			2,471			443			17.9	%	8,596			8,135			461			5.7	%
Mortgage banking, net	6,643			6,669			(26		)	(0.4	)%	23,992			18,392			5,600			30.4	%
Capital market fees, net	2,170			2,939			(769		)	(26.2	)%	7,329			7,360			(31		)	(0.4	)%
Bank owned life insurance income	2,448			3,506			(1,058		)	(30.2	)%	7,704			10,837			(3,133		)	(28.9	)%
Other	2,118			2,317			(199		)	(8.6	)%	6,916			5,424			1,492			27.5	%
Subtotal ("fee income")	77,025			69,917			7,108			10.2	%	239,391			213,646			25,745			12.1	%
Asset gains, net	95			4,934			(4,839		)	(98.1	)%	3,084			6,561			(3,477		)	(53.0	)%
Investment securities gains, net	2,796			57			2,739			N/M		4,038			469			3,569			N/M
Total noninterest income	$	79,916		$	74,908		$	5,008		6.7	%	$	246,513		$	220,676		$	25,837		11.7	%
Fee Income Ratio *	30		%	28		%						32		%	29		%
Mortgage loans originated for sale during period	$	291,931		$	298,083							$	911,133		$	777,532
Trust assets under management, at market value	$	7,625,613		$	7,700,305							$	7,625,613		$	7,700,305
N/M = Not Meaningful

* Fee income ratio is fee income, per the above table, divided by total revenue (defined as taxable equivalent net interest income plus fee income).

Notable contributions to the change in noninterest income were:

•

Core fee-based revenue was $193 million, an increase of $22 million (13%) versus the nine months ended September 30, 2014. Insurance commissions were $57 million, up $24 million (70%) from the nine months ended September 30, 2014. The increase in insurance commissions was primarily due to the acquisition of Ahmann & Martin Co. See Note 2, "Acquisition," of the notes to consolidated financial statements for additional information on the Ahmann & Martin Co. acquisition.

•

Net mortgage banking income was $24 million for the nine months ended September 30, 2015 and $18 million for the nine months ended September 30, 2014. 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 increased $6 million (23%) compared to the nine months ended September 30, 2014, primarily due to a $4 million increase in gain on sale and a $2 million favorable change in the fair value of the mortgage derivatives.


•	Bank owned life insurance income was $8 million, down $3 million from the nine months ended September 30, 2014 primarily due to death benefits received during the nine months ended September 30, 2014. All remaining noninterest income categories on a combined basis increased $2 million from the first nine months of 2014.

Table of Contents

Noninterest Expense

TABLE 4

Noninterest Expense

($ in Thousands)



	Three months ended September 30,									Nine months ended September 30,
	2015		2014		Dollar Change			Percent Change		2015		2014		Dollar Change			Percent Change
Personnel expense	$	101,134	$	97,650	$	3,484		3.6	%	$	304,272	$	293,141	$	11,131		3.8	%
Occupancy	14,187		13,743		444			3.2	%	46,178		43,088		3,090			7.2	%
Equipment	6,003		6,133		(130		)	(2.1	)%	17,514		18,636		(1,122		)	(6.0	)%
Technology	14,748		13,573		1,175			8.7	%	46,660		40,891		5,769			14.1	%
Business development and advertising	5,964		7,467		(1,503		)	(20.1	)%	18,120		17,606		514			2.9	%
Other intangible amortization	885		990		(105		)	(10.6	)%	2,574		2,972		(398		)	(13.4	)%
Loan expense	3,305		3,813		(508		)	(13.3	)%	9,982		10,220		(238		)	(2.3	)%
Legal and professional fees	4,207		4,604		(397		)	(8.6	)%	13,089		13,228		(139		)	(1.1	)%
Foreclosure / OREO expense	496		2,083		(1,587		)	(76.2	)%	3,224		5,554		(2,330		)	(42.0	)%
FDIC expense	6,000		6,859		(859		)	(12.5	)%	18,500		16,805		1,695			10.1	%
Other	14,507		14,938		(431		)	(2.9	)%	42,394		45,295		(2,901		)	(6.4	)%
Total noninterest expense	$	171,436	$	171,853	$	(417	)	(0.2	)%	$	522,507	$	507,436	$	15,071		3.0	%
Average full-time equivalent employees	4,421		4,359							4,436		4,435

Notable contributions to the change in noninterest expense were:

•

Personnel expense (which includes salary-related expenses and fringe benefit expenses) was $304 million for the nine months ended September 30, 2015, up $11 million (4%) from the nine months ended September 30, 2014. Salary-related expenses increased $10 million (4%). This increase was primarily attributable to the Ahmann & Martin Co. acquisition which added approximately 110 colleagues during the first nine months of 2015. Fringe benefit expenses were relatively flat from the comparable period in 2014.

•

Nonpersonnel noninterest expenses on a combined basis were $218 million, up $4 million (2%) from the nine months ended September 30, 2014. Occupancy was up $3 million (7%), related to a lease termination charge in the first quarter of 2015, as the Corporation further consolidated office space in Chicago. Technology was up $6 million (14%), as the Corporation continues to invest in solutions that will drive operational efficiency. Foreclosure/OREO expense decreased $2 million (42%) compared to the nine months ended September 30, 2014, as credit quality continues to improve and foreclosures trend down. All remaining noninterest expense categories on a combined basis were down $3 million (2%) compared to the first nine months of 2014.

Income Taxes

Income tax expense recorded in the consolidated statements of income involves the interpretation and application of certain accounting pronouncements and federal and state tax laws and regulations, and is, therefore, considered a critical accounting policy. The Corporation is subject to examination by various taxing authorities. Examination by taxing authorities may impact the amount of tax expense and / or reserve for uncertain tax positions if their interpretations differ from those of management, based on their judgments about information available to them at the time of their examinations. See Note 10, “Income Taxes,” of the notes to consolidated financial statements and section “Critical Accounting Policies," for additional information on income taxes.

Balance Sheet

At September 30, 2015, total assets were $27.5 billion, up $645 million (2%) from December 31, 2014. Loans of $18.5 billion at September 30, 2015 were up $931 million (5%) from December 31, 2014. See section "Credit Risk" for additional information on loans. Investment securities were $6.0 billion at September 30, 2015, up slightly (4%) from year-end 2014.

Table of Contents

At September 30, 2015, total deposits of $20.6 billion were up $1.8 billion (10%) from December 31, 2014. See section "Deposits" for additional information on deposits. Given the increase in deposits, short and long-term funding decreased $1.3 billion (26%) since year-end 2014, primarily in long-term FHLB advances.

TABLE 5

Period End Loan Composition

($ in Thousands)



	September 30, 2015				June 30, 2015				March 31, 2015				December 31, 2014				September 30, 2014
	Amount		% of Total		Amount		% of Total		Amount		% of Total		Amount		% of Total		Amount		% of Total
Commercial and industrial	$	6,085,473	33	%	$	6,208,192	34	%	$	6,140,420	34	%	$	5,905,902	34	%	$	5,603,899	33	%
Commercial real estate - owner occupied	966,689		5		978,183		5		1,003,885		6		1,007,937		6		1,014,335		6
Lease financing	42,607		—		46,900		—		49,496		—		51,529		—		52,600		—
Commercial and business lending	7,094,769		38		7,233,275		39		7,193,801		40		6,965,368		40		6,670,834		39
Commercial real estate - investor	3,183,352		17		3,126,440		17		3,086,980		17		3,056,485		17		3,043,361		17
Real estate construction	1,124,280		6		1,092,308		6		1,019,571		6		1,008,956		6		982,426		6
Commercial real estate lending	4,307,632		23		4,218,748		23		4,106,551		23		4,065,441		23		4,025,787		23
Total commercial	11,402,401		61		11,452,023		62		11,300,352		63		11,030,809		63		10,696,621		62
Home equity revolving lines of credit	883,573		5		880,628		5		879,827		5		887,779		5		880,435		5
Home equity loans junior liens	130,892		1		141,344		1		154,120		1		164,148		1		176,316		1
Home equity	1,014,465		6		1,021,972		6		1,033,947		6		1,051,927		6		1,056,751		6
Installment and credit cards	425,729		2		430,823		2		436,492		2		454,219		3		459,682		3
Residential mortgage	5,682,178		31		5,398,434		30		5,208,241		29		5,056,891		28		4,946,036		29
Total consumer	7,122,372		39		6,851,229		38		6,678,680		37		6,563,037		37		6,462,469		38
Total loans	$	18,524,773	100	%	$	18,303,252	100	%	$	17,979,032	100	%	$	17,593,846	100	%	$	17,159,090	100	%
Commercial real estate - investor and Real estate construction loan detail:
Farmland	$	9,645	—	%	$	9,590	—	%	$	8,987	—	%	$	9,249	—	%	$	8,428	—	%
Multi-family	921,456		29		902,680		29		926,640		30		976,956		32		1,030,131		34
Non-owner occupied	2,252,251		71		2,214,170		71		2,151,353		70		2,070,280		68		2,004,802		66
Commercial real estate - investor	$	3,183,352	100	%	$	3,126,440	100	%	$	3,086,980	100	%	$	3,056,485	100	%	$	3,043,361	100	%
1-4 family construction	$	315,538	28	%	$	318,222	29	%	$	300,210	29	%	$	304,992	30	%	$	305,719	31	%
All other construction	808,742		72		774,086		71		719,361		71		703,964		70		676,707		69
Real estate construction	$	1,124,280	100	%	$	1,092,308	100	%	$	1,019,571	100	%	$	1,008,956	100	%	$	982,426	100	%

Credit Risk

Total loans were $18.5 billion at September 30, 2015, an increase of $931 million or 5% from December 31, 2014. Commercial and business loans were $7.1 billion, up $130 million (2%) from December 31, 2014, to represent 38% of total loans at September 30, 2015. Commercial real estate lending totaled $4.3 billion at September 30, 2015 and represented 23% of total loans, an increase of $242 million (6%) from December 31, 2014. Consumer loans were $7.1 billion, up $559 million (9%) from December 31, 2014, and represented 39% of total loans at September 30, 2015.

An active credit risk management process is used for commercial loans to 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.

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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 2014 and the first nine months of 2015. 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.

Commercial and business lending

The commercial and business lending classification primarily includes commercial loans to large corporations, middle market companies and small businesses. At September 30, 2015, the largest industry groups within the commercial and business lending category included the manufacturing sector which represented 8% of total loans and 21% of the total commercial and business lending portfolio. The next largest industry groups within the commercial and business lending category were the Finance and Insurance sector and Mining, which each represented 4% of total loans and 11% of the total commercial and business lending portfolio at September 30, 2015. The remaining portfolio is spread over a diverse range of industries, none of which exceeds 4% of total loans. The credit risk related to commercial loans is largely influenced by general economic conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral, if any.

Commercial real estate lending

Commercial real estate lending 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 lending 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

Real estate construction loans 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.

Residential mortgage

Residential mortgage loans are primarily first lien home mortgages with a maximum loan to collateral value without credit enhancement (e.g. private mortgage insurance) of 80%. As part of management’s historical practice of originating and servicing residential mortgage loans, generally the Corporation’s 30-year, fixed-rate, conforming residential real estate mortgage loans are sold in the secondary market with servicing rights retained. The majority of the on balance sheet residential mortgage portfolio consists of hybrid, adjustable rate mortgage loans with initial fixed rate terms of 3, 5, 7, or 10 years. The Corporation occasionally retains a portion of its originated 15-year and under, fixed-rate residential real estate mortgages in its loan portfolio. At September 30, 2015, the residential mortgage portfolio was comprised of $1.8 billion of fixed-rate residential real estate mortgages and $3.9 billion of adjustable-rate residential real estate mortgages.

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

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Home equity

Our home equity lending portfolio consists of both home equity lines of credit and closed-end home equity loans. The Corporation’s credit risk monitoring guidelines for home equity lending is based on an ongoing review of loan delinquency status, as well as a quarterly 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 junior 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 quarterly basis and monitors this as part of its assessment of the home equity portfolio. Loans and lines in a junior position at September 30, 2015 included approximately 43% for which the Corporation also owned or serviced the related first lien loan and approximately 57% where the Corporation did not service the related first lien loan.

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 700. Home equity loans generally have a 20 year term and are fixed rate with principal and interest payments required, while home equity lines are generally variable rate, interest only lines of credit which do not require the payment of principal during the initial revolving period, after which principal payments are required. Based upon outstanding balances at September 30, 2015, the following table presents the periods when home equity lines of credit revolving periods are scheduled to end.

TABLE 6

Home Equity Lines of Credit - Revolving Period End Dates

($ in Thousands)



Home Equity Lines of Credit - Revolving Period End Dates			% of Total
Less than 1 year	$	4,488	<1%
1 — 3 years	4,218		<1%
3 — 5 years	27,413		3	%
5 — 10 years	181,622		21	%
Over 10 years	665,832		75	%
Total home equity revolving lines of credit	$	883,573	100	%

Installment and credit cards

Installment and credit cards consist of student loans, short-term and other personal installment loans and credit cards. Credit risk for non-government guaranteed student, short-term and personal installment loans and credit cards is generally influenced by general economic conditions, the characteristics of individual borrowers, and the nature of the loan collateral. Risks of loss are generally on smaller average balances per loan spread over many borrowers. Once charged off, there is usually less opportunity for recovery on these smaller retail loans. Credit risk is primarily controlled by reviewing the creditworthiness of the borrowers, monitoring payment histories, and taking appropriate collateral and guarantee positions. The student loan portfolio is in run-off and no new student loans are being originated.

The loan portfolio is widely diversified by types of borrowers, industry groups, and market areas within our core footprint. Significant loan concentrations are considered to exist when there are amounts loaned to numerous borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. At September 30, 2015, no significant concentrations existed in the Corporation’s portfolio in excess of 10% of total loans.

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TABLE 7

Commercial Loan Maturity Distribution and Interest Rate Sensitivity

($ in Thousands)



	Maturity(1)
September 30, 2015	Within 1 Year(2)			1-5 Years			After 5 Years			Total			% of Total
Commercial and industrial	$	4,952,971		$	847,987		$	284,515		$	6,085,473		54	%
Commercial real estate - investor	1,211,992			1,831,930			139,430			3,183,352			28	%
Commercial real estate - owner occupied	280,683			561,789			124,217			966,689			8	%
Real estate construction	783,056			305,801			35,423			1,124,280			10	%
Total	$	7,228,702		$	3,547,507		$	583,585		$	11,359,794		100	%
Fixed rate	$	3,276,968		$	1,027,564		$	271,344		$	4,575,876		40	%
Floating or adjustable rate	3,951,734			2,519,943			312,241			6,783,918			60	%
Total	$	7,228,702		$	3,547,507		$	583,585		$	11,359,794		100	%
Percent by maturity distribution	64		%	31		%	5		%	100		%


(1)	Based upon scheduled principal repayments.


(2)	Demand loans, past due loans, and overdrafts are reported in the "Within 1 Year" category.

The total commercial loans that were floating or adjustable rate was $6.8 billion (60%) at September 30, 2015. Including the $3.3 billion of fixed rate loans due within one year, 89% of the commercial loan portfolio noted above matures, re-prices, or resets within one year. Of the fixed rate loans due within one year, 93% have an original maturity within one year.

Deposits

TABLE 8

Period End Deposit and Customer Funding Composition

($ in Thousands)



	September 30, 2015				June 30, 2015				March 31, 2015				December 31, 2014				September 30, 2014
	Amount		% of Total		Amount		% of Total		Amount		% of Total		Amount		% of Total		Amount		% of Total
Noninterest-bearing demand	$	4,657,261	23	%	$	4,332,171	23	%	$	4,570,872	23	%	$	4,505,272	24	%	$	4,302,454	24	%
Savings	1,346,407		6		1,359,478		7		1,337,643		7		1,235,277		7		1,256,567		7
Interest-bearing demand	3,416,429		17		3,576,311		19		3,525,870		18		3,126,854		17		3,637,411		20
Money market	9,516,503		46		8,374,186		43		8,781,206		44		8,324,646		44		7,491,460		41
Brokered CDs	42,689		—		39,760		—		40,699		—		42,556		—		9,242		—
Other time	1,579,106		8		1,587,657		8		1,595,302		8		1,528,899		8		1,504,124		8
Total deposits	$	20,558,395	100	%	$	19,269,563	100	%	$	19,851,592	100	%	$	18,763,504	100	%	$	18,201,258	100	%
Customer funding	524,630				433,044				528,572				384,221				493,451
Total deposits and customer funding	$	21,083,025			$	19,702,607			$	20,380,164			$	19,147,725			$	18,694,709
Network transaction deposits included above in interest-bearing demand and money market	$	3,207,867			$	2,920,939			$	2,900,325			$	2,852,943			$	2,207,055
Total network transaction deposits and Brokered CDs	3,250,556				2,960,699				2,941,024				2,895,499				2,216,297
Total deposits and customer funding, excluding Brokered CDs and network transaction deposits	$	17,832,469			$	16,741,908			$	17,439,140			$	16,252,226			$	16,478,412
Time deposits of $100,000 or more	$	511,070			$	470,092			$	510,977			$	457,254			$	394,438
Time deposits of more than $250,000	$	169,146			$	185,273			$	188,328			$	152,059			$	135,101


•	Deposits are the Corporation’s largest source of funds. Selected period-end deposit information is detailed in Table 8. Total deposits increased $2.4 billion (13%) from September 30, 2014, and increased $1.8 billion (10%) from December 31, 2014, primarily in money market accounts.

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Allowance for Credit Losses

TABLE 9

Allowance for Credit Losses

($ in Thousands)



	At and For the Nine Months Ended September 30,										At and For the Year Ended December 31,
	2015					2014					2014
Allowance for Loan Losses:
Balance at beginning of period	$	266,302				$	268,315				$	268,315
Provision for loan losses	18,500					8,500					13,000
Charge offs	(39,539		)			(35,318		)			(44,096		)
Recoveries	17,273					24,765					29,083
Net charge offs	(22,266		)			(10,553		)			(15,013		)
Balance at end of period	$	262,536				$	266,262				$	266,302
Allowance for Unfunded Commitments:
Balance at beginning of period	$	24,900				$	21,900				$	21,900
Provision for unfunded commitments	(1,000		)			2,500					3,000
Balance at end of period	$	23,900				$	24,400				$	24,900
Allowance for credit losses (A)	$	286,436				$	290,662				$	291,202
Provision for credit losses (B)	$	17,500				$	11,000				$	16,000
Net Loan Charge Offs (Recoveries):				(C)					(C)					(C)
Commercial and industrial	$	13,280		29		$	1,920		5		$	3,243		6
Commercial real estate - owner occupied	1,433			19		1,536			19		1,670			16
Lease financing	—			—		23			6		32			6
Commercial and business lending	14,713			28		3,479			7		4,945			8
Commercial real estate - investor	(177		)	(1	)	(5,335		)	(24	)	(5,467		)	(18	)
Real estate construction	(1,378		)	(17	)	1,258			18		1,142			12
Commercial real estate lending	(1,555		)	(5	)	(4,077		)	(14	)	(4,325		)	(11	)
Total commercial	13,158			16		(598		)	(1	)	620			1
Home equity revolving lines of credit	1,999			30		3,660			56		4,754			54
Home equity loans junior liens	899			81		2,535			176		2,992			160
Home equity	2,898			38		6,195			78		7,746			73
Installment and credit cards	2,365			73		1,270			41		2,260			53
Residential mortgage	3,845			9		3,686			10		4,387			9
Total consumer	9,108			18		11,151			24		14,393			23
Total net charge offs	$	22,266		16		$	10,553		8		$	15,013		9
Commercial real estate & Real estate construction Net Charge Off Detail:				(C)					(C)					(C)
Multi-family	$	39		1		$	(6,089	)	(83	)	$	(6,170	)	(62	)
Non-owner occupied	(216		)	(1	)	754			5		703			3
Commercial real estate - investor	$	(177	)	(1	)	$	(5,335	)	(24	)	$	(5,467	)	(18	)
1-4 family construction	$	(515	)	(22	)	$	(170	)	(8	)	$	(369	)	(12	)
All other construction	(863		)	(16	)	1,428			29		1,511			22
Real estate construction	$	(1,378	)	(17	)	$	1,258		18		$	1,142		12
(A) – Includes the allowance for loan losses and the allowance for unfunded commitments.
(B) – Includes the provision for loan losses and the provision for unfunded commitments.
(C) – Annualized ratio of net charge offs to average loans by loan type in basis points.
Ratios:
Allowance for loan losses to total loans	1.42		%			1.55		%			1.51		%
Allowance for loan losses to net charge offs (annualized)	8.8x					18.9x					17.7x

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TABLE 9 (continued)

Allowance for Credit Losses

($ in Thousands)



Quarterly Trends:	September 30, 2015					June 30, 2015					March 31, 2015					December 31, 2014					September 30, 2014
Allowance for Loan Losses:
Balance at beginning of period	$	261,538				$	265,268				$	266,302				$	266,262				$	271,851
Provision for loan losses	9,000					5,000					4,500					4,500					(3,000		)
Charge offs	(11,732		)			(14,537		)			(13,270		)			(8,778		)			(14,850		)
Recoveries	3,730					5,807					7,736					4,318					12,261
Net charge offs	(8,002		)			(8,730		)			(5,534		)			(4,460		)			(2,589		)
Balance at end of period	$	262,536				$	261,538				$	265,268				$	266,302				$	266,262
Allowance for Unfunded Commitments:
Balance at beginning of period	$	24,900				$	24,900				$	24,900				$	24,400				$	20,400
Provision for unfunded commitments	(1,000		)			—					—					500					4,000
Balance at end of period	$	23,900				$	24,900				$	24,900				$	24,900				$	24,400
Allowance for credit losses (A)	$	286,436				$	286,438				$	290,168				$	291,202				$	290,662
Provision for credit losses (B)	$	8,000				$	5,000				$	4,500				$	5,000				$	1,000
Net Loan Charge Offs (Recoveries):				(C)					(C)					(C)					(C)					(C)
Commercial and industrial	$	4,709		31		$	3,921		26		$	4,650		32		$	1,323		9		$	572		4
Commercial real estate - owner occupied	(504		)	(21	)	1,198			48		739			30		134			5		2,210			84
Lease financing	—			—		—			—		—			—		9			7		(6		)	(5	)
Commercial and business lending	4,205			24		5,119			29		5,389			31		1,466			9		2,776			17
Commercial real estate - investor	496			6		1,856			24		(2,529		)	(33	)	(132		)	(2	)	(4,065		)	(54	)
Real estate construction	38			1		(673		)	(26	)	(743		)	(30	)	(116		)	(5	)	350			14
Commercial real estate lending	534			5		1,183			11		(3,272		)	(32	)	(248		)	(2	)	(3,715		)	(37	)
Total commercial	4,739			17		6,302			22		2,117			8		1,218			4		(939		)	(3	)
Home equity revolving lines of credit	533			24		246			11		1,220			56		1,094			49		1,098			50
Home equity loans junior liens	358			104		118			32		423			108		457			107		728			159
Home equity	891			35		364			14		1,643			64		1,551			58		1,826			69
Installment and credit cards	810			75		786			73		769			70		990			86		910			78
Residential mortgage	1,562			11		1,278			9		1,005			8		701			5		792			6
Total consumer	3,263			18		2,428			14		3,417			21		3,242			19		3,528			22
Total net charge offs	$	8,002		17		$	8,730		19		$	5,534		13		$	4,460		10		$	2,589		6
Commercial real estate & Real estate construction Net Charge Off Detail:				(C)					(C)					(C)					(C)					(C)
Multi-family	$	35		2		$	—		—		$	4		—		$	(81	)	(3	)	$	(6,022	)	(243	)
Non-owner occupied	461			8		1,856			34		(2,533		)	(48	)	(51		)	(1	)	1,957			38
Commercial real estate - investor	$	496		6		$	1,856		24		$	(2,529	)	(33	)	$	(132	)	(2	)	$	(4,065	)	(54	)
1-4 family construction	$	(31	)	(4	)	$	(280	)	(35	)	$	(204	)	(27	)	$	(199	)	(25	)	$	(53	)	(7	)
All other construction	69			3		(393		)	(22	)	(539		)	(32	)	83			5		403			23
Real estate construction	$	38		1		$	(673	)	(26	)	$	(743	)	(30	)	$	(116	)	(5	)	$	350		14
(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.

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.”

Table of Contents

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.

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 9) and nonperforming assets (see Table 10). To assess the appropriateness of the allowance for loan losses, an allocation methodology is applied by the Corporation which 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. Assessing these factors involves significant judgment. While management uses currently available information to recognize losses on loans, future adjustments to the allowance for loan 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 loan losses a critical accounting policy (see section “Critical Accounting Policies”), as assessing these numerous factors involves significant judgment.

The methodology used for the allowance for loan losses at September 30, 2015 and December 31, 2014 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 are probable to affect loan collectability. The Corporation's allowance for loan losses methodology considers an estimate of the historical loss emergence period (which is the period of time between the event that triggers a loss and the confirmation and / or charge off of that loss). Management allocates the allowance for loan losses by pools of risk within each loan portfolio. The allocation methodology consists of the following components: First, a valuation allowance estimate is established for specifically identified commercial and consumer loans determined by the Corporation to be impaired, using discounted cash flows, estimated fair value of underlying collateral, and / or other data available. Second, management allocates the allowance for loan losses with loss factors, for criticized loan pools by loan type as well as for non-criticized loan pools by loan type, primarily based on historical loss rates after considering loan type, historical loss and delinquency experience, and industry statistics. Loans that have been criticized are considered to have a higher risk of default than non-criticized loans, as circumstances were present to support the lower loan grade, warranting higher loss factors. The loss factors applied in the methodology are periodically re-evaluated and adjusted to reflect changes in historical loss levels or other risks. Lastly, management allocates the allowance for loan losses to absorb unrecognized losses that may not be provided for by the other components due to other factors evaluated by management, such as limitations within the credit risk grading process, known current economic or business conditions that may not yet show in trends, industry or other concentrations with current issues that impose higher inherent risks than are reflected in the loss factors, and other relevant considerations. Because each of the criteria used is subject to change, the allocation of the allowance for loan losses is made for analytical purposes and is not necessarily indicative of the trend of future loan losses in any particular category. The total allowance for loan losses is available to absorb losses from any segment of the loan portfolio.

The methodology used for the allowance for unfunded commitments at September 30, 2015 and December 31, 2014 was also generally comparable. The determination of the appropriate level of the allowance for unfunded commitments is based on management's evaluation of the unfunded credit facilities, including an assessment of historical commitment utilization experience and credit risk grading of the loan.

At September 30, 2015, the allowance for credit losses was $286 million compared to $291 million at both September 30, 2014, and December 31, 2014. At September 30, 2015, the allowance for loan losses to total loans was 1.42% and covered 178% of nonaccrual loans, compared to 1.55% and 145%, respectively, at September 30, 2014, and 1.51% and 150%, respectively, at December 31, 2014. Tables 9 and 10 provide additional information regarding activity in the allowance for credit losses, impaired loans, and nonperforming assets. See Note 7, “Loans, Allowance for Credit Losses, and Credit Quality,” of the notes to consolidated financial statements for additional allowance for credit losses disclosures.

Management believes the level of allowance for loan losses and allowance for unfunded commitments to be appropriate at September 30, 2015 and December 31, 2014.

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

TABLE 10

Nonperforming Assets

($ in Thousands)



	September 30, 2015			June 30, 2015			March 31, 2015			December 31, 2014			September 30, 2014
Nonperforming assets by type:
Commercial and industrial	$	58,421		$	64,738		$	61,620		$	49,663		$	51,143
Commercial real estate - owner occupied	13,368			18,821			21,861			25,825			24,340
Lease financing	1,763			1,656			1,720			1,801			1,947
Commercial and business lending	73,552			85,215			85,201			77,289			77,430
Commercial real estate - investor	6,921			6,090			13,742			22,685			25,106
Real estate construction	997			2,906			5,423			5,399			8,187
Commercial real estate lending	7,918			8,996			19,165			28,084			33,293
Total commercial	81,470			94,211			104,366			105,373			110,723
Home equity revolving lines of credit	8,060			8,420			9,171			9,853			10,154
Home equity loans junior liens	5,581			5,356			6,145			6,598			6,443
Home equity	13,641			13,776			15,316			16,451			16,597
Installment and credit cards	386			454			515			613			653
Residential mortgage	51,957			51,920			54,149			54,976			56,165
Total consumer	65,984			66,150			69,980			72,040			73,415
Total nonaccrual loans (“NALs”)	$	147,454		$	160,361		$	174,346		$	177,413		$	184,138
Commercial real estate owned	$	9,242		$	9,906		$	10,620		$	11,699		$	10,733
Residential real estate owned	3,788			2,996			3,474			4,111			4,676
Bank properties real estate owned	710			655			832			922			1,431
Other real estate owned (“OREO”)	13,740			13,557			14,926			16,732			16,840
Total nonperforming assets (“NPAs”)	$	161,194		$	173,918		$	189,272		$	194,145		$	200,978
Commercial real estate & Real estate construction NALs detail:
Multi-family	$	2		$	40		$	423		$	2,478		$	2,518
Non-owner occupied	6,919			6,050			13,319			20,207			22,588
Commercial real estate - investor	$	6,921		$	6,090		$	13,742		$	22,685		$	25,106
1-4 family construction	$	337		$	682		$	1,304		$	1,262		$	1,350
All other construction	660			2,224			4,119			4,137			6,837
Real estate construction	$	997		$	2,906		$	5,423		$	5,399		$	8,187
Accruing loans past due 90 days or more:
Commercial	$	178		$	262		$	197		$	254		$	269
Consumer	1,306			1,400			1,518			1,369			1,421
Total accruing loans past due 90 days or more	$	1,484		$	1,662		$	1,715		$	1,623		$	1,690
Restructured loans (accruing):
Commercial	$	55,006		$	60,219		$	59,738		$	68,200		$	73,774
Consumer	27,803			30,001			29,079			30,016			30,829
Total restructured loans (accruing)	$	82,809		$	90,220		$	88,817		$	98,216		$	104,603
Nonaccrual restructured loans (included in nonaccrual loans)	$	36,583		$	43,699		$	53,553		$	57,656		$	63,314
Ratios:
Nonaccrual loans to total loans	0.80		%	0.88		%	0.97		%	1.01		%	1.07		%
NPAs to total loans plus OREO	0.87		%	0.95		%	1.05		%	1.10		%	1.17		%
NPAs to total assets	0.59		%	0.64		%	0.70		%	0.72		%	0.78		%
Allowance for loan losses to NALs	178.05		%	163.09		%	152.15		%	150.10		%	144.60		%
Allowance for loan losses to total loans	1.42		%	1.43		%	1.48		%	1.51		%	1.55		%

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Table 10 (continued)

Nonperforming Assets

($ in Thousands)



	September 30, 2015		June 30, 2015		March 31, 2015		December 31, 2014		September 30, 2014
Loans 30-89 days past due by type:
Commercial and industrial	$	2,921	$	6,357	$	1,717	$	14,747	$	3,947
Commercial real estate - owner occupied	2,018		1,090		1,849		10,628		2,675
Lease financing	375		—		—		—		—
Commercial and business lending	5,314		7,447		3,566		25,375		6,622
Commercial real estate - investor	1,218		19,843		2,215		1,208		15,869
Real estate construction	373		312		317		984		399
Commercial real estate lending	1,591		20,155		2,532		2,192		16,268
Total commercial	6,905		27,602		6,098		27,567		22,890
Home equity revolving lines of credit	6,142		5,157		7,150		6,725		6,739
Home equity loans junior liens	2,423		1,894		1,905		2,058		2,496
Home equity	8,565		7,051		9,055		8,783		9,235
Installment and credit cards	1,723		1,655		1,818		1,932		1,818
Residential mortgage	4,811		6,602		4,356		4,846		4,734
Total consumer	15,099		15,308		15,229		15,561		15,787
Total loans 30-89 days past due	$	22,004	$	42,910	$	21,327	$	43,128	$	38,677
Commercial real estate & Real estate construction loans 30-89 days past due detail:
Farmland	$	66	$	—	$	—	$	—	$	—
Multi-family	114		541		849		687		—
Non-owner occupied	1,038		19,302		1,366		521		15,869
Commercial real estate - investor	$	1,218	$	19,843	$	2,215	$	1,208	$	15,869
1-4 family construction	$	28	$	213	$	317	$	527	$	345
All other construction	345		99		—		457		54
Real estate construction	$	373	$	312	$	317	$	984	$	399
Potential problem loans by type:
Commercial and industrial	$	191,941	$	125,643	$	138,403	$	108,522	$	133,416
Commercial real estate - owner occupied	41,466		41,997		43,114		48,695		49,008
Lease financing	233		1,385		2,009		2,709		3,787
Commercial and business lending	233,640		169,025		183,526		159,926		186,211
Commercial real estate - investor	23,633		23,543		26,026		24,043		28,474
Real estate construction	2,354		1,327		1,487		1,776		2,227
Commercial real estate lending	25,987		24,870		27,513		25,819		30,701
Total commercial	259,627		193,895		211,039		185,745		216,912
Home equity revolving lines of credit	141		202		247		204		224
Home equity loans junior liens	86		230		711		676		687
Home equity	227		432		958		880		911
Installment and credit cards	—		—		—		2		4
Residential mortgage	3,966		5,341		6,621		3,781		2,166
Total consumer	4,193		5,773		7,579		4,663		3,081
Total potential problem loans	$	263,820	$	199,668	$	218,618	$	190,408	$	219,993

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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 10 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. See also Note 7, "Loans, Allowance for Credit Losses, and Credit Quality," of the notes to consolidated financial statements for additional nonaccrual loan disclosures. The ratio of nonaccrual loans to total loans was 0.80% at September 30, 2015, compared to 1.07% at September 30, 2014 and 1.01% at December 31, 2014.

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. Accruing loans 90 days or more past due at September 30, 2015, were relatively unchanged from both September 30, 2014 and December 31, 2014.

Troubled Debt Restructurings (“Restructured Loans”)

Loans are considered restructured loans if concessions have been granted to borrowers that are experiencing financial difficulty. See also Note 7, "Loans, Allowance for Credit Losses, and Credit Quality," of the notes to consolidated financial statements for management's accounting policy for restructured loans and for additional disclosures on restructured loans.

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 loan 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.

Other Real Estate Owned

Other real estate owned was $14 million at September 30, 2015, compared to $17 million at both September 30, 2014 and December 31, 2014, respectively. Management actively seeks to ensure properties held are monitored to minimize the Corporation’s risk of loss.

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 September 30, 2015, the Corporation was in compliance with its internal liquidity objectives.

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,

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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. During May 2015, Moody's upgraded the credit ratings of the Parent Company and its subsidiary bank. These upgraded credit ratings are reflected below.



	September 30, 2015
	Moody’s	S&P
Bank short-term	P1	—
Bank long-term	A1	BBB+
Parent Company short-term	P2	—
Parent Company long-term	Baa1	BBB
Outlook	Stable	Stable

The Corporation also has multiple funding sources that could be used to increase liquidity and provide additional financial flexibility. The Parent Company has filed a shelf registration with the SEC under which the Parent Company may, from time to time, offer shares of the Corporation’s common stock in connection with acquisitions of businesses, assets or securities of other companies. The Parent Company has also filed a universal shelf registration statement, under which the Parent Company may offer securities, either separately or in units: debt securities, preferred stock, depositary shares, common stock, and warrants. The Parent Company also has a $200 million commercial paper program, of which, $60 million was outstanding at September 30, 2015. Dividends and service fees from subsidiaries and proceeds from issuance of capital are also funding sources for the Parent Company.

The Bank has established federal funds lines with counterparty banks and has the ability to borrow from the Federal Home Loan Bank of Chicago ($2.0 billion of Federal Home Loan Bank advances were outstanding at September 30, 2015). The Bank also has significant excess investment securities collateral and pledged loan capacity which could be utilized to secure additional deposits, repurchase agreements, or Federal Home Loan Bank advances as necessary. The 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 September 30, 2015, the majority of investment securities were classified as available for sale, with only a portion of municipal securities classified as held to maturity. Of the $6.0 billion investment securities portfolio at September 30, 2015, 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 $2.2 billion could be pledged or sold to enhance liquidity, if necessary.

For the nine months ended September 30, 2015, net cash provided by operating activities and financing activities was $239 million and $412 million, respectively, while net cash used in investing activities was $1.3 billion, for a net decrease in cash and cash equivalents of $622 million since year-end 2014. During the first nine months of 2015, loans and investment securities increased $931 million and $207 million, respectively. On the funding side, deposits increased $1.8 billion, while long-term funding decreased $1.3 billion. The Corporation also repurchased $93 million of common stock and paid cash dividends to stockholders of $51 million during the first nine months of 2015.

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

Quantitative and Qualitative Disclosures about Market Risk

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

Policies established by the Corporation’s Asset / Liability Committee (“ALCO”) and approved by the Board of Directors are intended to manage these risks. The Board has delegated day-to-day responsibility for managing market and interest rate risk to

ALCO. The primary objectives of market risk management is to minimize any adverse effect that changes in market risk factors may have on net interest income and to offset the risk of price changes for certain assets recorded at fair value.

Interest Rate Risk

The primary goal of interest rate risk management is to control exposure to interest rate risk, within policy limits approved by the Board of Directors. These limits and guidelines reflect our tolerance for interest rate risk over both short-term and long-term horizons. No limit breaches occurred during the first nine months of 2015.

The major sources of our non-trading interest rate risk are timing differences in the maturity and re-pricing characteristics of assets and liabilities, changes in the shape of the yield curve, and the potential exercise of explicit or embedded options. We measure these risks and their impact by identifying and quantifying exposures through the use of sophisticated simulation and valuation models, which, as described in additional detail below, are employed by management to understand net interest income (NII) at risk, interest rate sensitive earnings at risk (EAR), and market value of equity (MVE) at risk. These measures show that our interest rate risk profile was slightly asset sensitive at September 30, 2015.

MVE and EAR are complementary interest rate risk metrics and should be viewed together. Net interest income and EAR sensitivity capture asset and liability re-pricing mismatches for the first year inclusive of forecast balance sheet changes and are considered shorter term measures, while MVE sensitivity captures mismatches within the period end balance sheets through the financial instruments’ respective maturities and is considered a longer term measure.

A positive NII and EAR sensitivity in a rising rate environment indicates that over the forecast horizon of one year, asset based income will increase more quickly than liability based expense due to the balance sheet composition. A negative MVE sensitivity in a rising rate environment indicates that the value of financial assets will decrease more than the value of financial liabilities.

One of the primary methods that we use to quantify and manage interest rate risk is simulation analysis, which we use to model net interest income from assets, liabilities, and derivative positions under various interest rate scenarios and balance sheet structures. As the future path of interest rates cannot be known, we use simulation analysis to project rate sensitive income under various scenarios including implied forward and deliberately extreme and perhaps unlikely scenarios. The analyses may include rapid and gradual ramping of interest rates, rate shocks, basis risk analysis, and yield curve twists. Specific strategies are also analyzed to determine their impact on net interest income levels and sensitivities.

Key assumptions in the simulation analysis (and in the valuation analysis discussed below) relate to the behavior of interest rates and spreads, the changes in product balances, and the behavior of loan and deposit clients in different rate environments. This analysis incorporates several assumptions, the most material of which relate to the re-pricing characteristics and balance fluctuations of deposits with indeterminate or non-contractual maturities.

The sensitivity analysis included below is measured as a percentage change in net interest income and EAR due to instantaneous moves in benchmark interest rates. Estimated changes set forth below are dependent upon material assumptions such as those previously discussed. We evaluate the sensitivity using: 1) a dynamic forecast incorporating expected growth in the balance sheet, and 2) a static forecast where the current balance sheet is held constant.

TABLE 11

Estimated % Change in Rate Sensitive Earnings at Risk (EAR) Over 12 Months



	Dynamic Forecast		Static Forecast		Dynamic Forecast		Static Forecast
Instantaneous Rate Change	September 30, 2015		September 30, 2015		December 31, 2014		December 31, 2014
100 bp increase in interest rates	1.2	%	1.2	%	1.6	%	2.8	%
200 bp increase in interest rates	2.6	%	3.0	%	3.4	%	5.3	%

We also perform valuation analysis, which we use for discerning levels of risk present in the balance sheet and derivative positions that might not be taken into account in the net interest income simulation analysis. Whereas NII and EAR simulation highlights exposures over a relatively short time horizon, valuation analysis incorporates all cash flows over the estimated remaining life of all balance sheet and derivative positions. The valuation of the balance sheet, at a point in time, is defined as the discounted present value of asset cash flows and derivative cash flows minus the discounted present value of liability cash flows, the net of which is referred to as MVE. The sensitivity of MVE to changes in the level of interest rates is a measure of the longer-term re-pricing risk and options risk embedded in the balance sheet. Similar to the net interest income simulation, MVE uses instantaneous changes in rates. However, MVE values only the current balance sheet and does not incorporate the growth assumptions that are used in the NII and EAR simulations. As with NII and EAR simulations, assumptions about the timing and variability of balance sheet

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cash flows are critical in the MVE analysis. Particularly important are the assumptions driving prepayments and the expected changes in balances and pricing of the indeterminate deposit portfolios. At September 30, 2015, the MVE profile indicates a decline in net balance sheet value due to instantaneous upward changes in rates. MVE sensitivity is reported in both upward and downward rate shocks.

TABLE 12

Market Value of Equity Sensitivity



Instantaneous Rate Change	September 30, 2015		December 31, 2014
100 bp increase in interest rates	(2.0	)%	(1.0	)%
200 bp increase in interest rates	(4.4	)%	(2.5	)%

The increased MVE sensitivity from December 31, 2014 is primarily attributable to being closer to the redemption date of $430 million of senior notes. While an instantaneous and severe shift in interest rates was used in this analysis to provide an estimate of exposure under an extremely adverse scenario, we believe that a gradual shift in interest rates would have a much more modest impact. Since MVE measures the discounted present value of cash flows over the estimated lives of instruments, the change in MVE does not directly correlate to the degree that earnings would be impacted over a shorter time horizon (i.e., the current year). Further, MVE does not take into account factors such as future balance sheet growth, changes in product mix, changes in yield curve relationships, and changing product spreads that could mitigate the adverse impact of changes in interest rates. The net interest income simulation and valuation analyses do not include actions that management may undertake to manage this risk in response to anticipated changes in interest rates.

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

TABLE 13

Contractual Obligations and Other Commitments

($ in Thousands)



	One Year or Less		One to Three Years		Three to Five Years		Over Five Years		Total
Time deposits	$	934,250	$	388,966	$	291,567	$	7,012	$	1,621,795
Short-term funding	1,022,335		—		—		—		1,022,335
Long-term funding	430,539		32		1,999,776		249,195		2,679,542
Operating leases	10,477		21,061		17,139		25,668		74,345
Commitments to extend credit	3,448,282		2,142,712		1,449,531		68,883		7,109,408
Total	$	5,845,883	$	2,552,771	$	3,758,013	$	350,758	$	12,507,425

The Corporation utilizes a variety of financial instruments in the normal course of business to meet the financial needs of its customers and to manage its own exposure to fluctuations in interest rates. These financial instruments include lending-related commitments and derivative instruments. A discussion of the Corporation’s derivative instruments at September 30, 2015, is included in Note 11, “Derivative and Hedging Activities,” of the notes to consolidated financial statements. A discussion of the Corporation’s lending-related commitments is included in Note 13, “Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities,” of the notes to consolidated financial statements. See also Note 9, “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 13 summarizes significant contractual obligations and other commitments at September 30, 2015, at those amounts contractually due to the recipient, including any premiums or discounts, hedge basis adjustments, or other similar carrying value adjustments.

Capital

Stockholders’ equity at September 30, 2015 was $3.0 billion, up $154 million from December 31, 2014. In June 2015, the Corporation received net proceeds of $63 million from the issuance of 2.6 million depositary shares, each representing a 1/40th interest in a share of 6.125% Non-Cumulative Perpetual Preferred Stock, Series C. Cash dividends of $0.30 per share were paid in the first nine months of 2015 and cash dividends of $0.27 per share were paid in the first nine months of 2014.

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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 bank subsidiary were in excess of regulatory minimum requirements. The Corporation’s capital ratios are summarized in Table 14.

During the first nine months of 2015, the Corporation repurchased $93 million, or approximately 5.0 million shares of common stock, at an average cost of $18.73 per share. The Corporation also repurchased $1.3 million, or approximately 50,000 depositary shares, each representing a 1/40th interest in a share of 8.00% Perpetual Preferred Stock, Series B, during the first nine months of 2015. See Part II, Item 2, "Unregistered Sales of Equity Securities and Use of Proceeds," for additional information on the shares repurchased during the third quarter of 2015. 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.

In July 2013, the Federal Reserve Board ("FRB") and the Office of the Comptroller of the Currency ("OCC") issued final rules establishing a new comprehensive capital framework for U.S. banking organizations that would implement the Basel III capital framework. Under the final rules, minimum requirements will increase for both the quantity and quality of capital held by the Corporation. The rules include a new common equity Tier 1 capital to risk weighted assets minimum ratio of 4.5%, raise the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0%, require a minimum ratio of Total Capital to risk-weighted assets of 8.0%, and require a minimum Tier 1 leverage ratio of 4.0%. A new capital conservation buffer, comprised of common equity Tier 1 capital, was also established above the regulatory minimum capital requirements. This capital conservation buffer will be phased in beginning January 1, 2016. The final rules also revise the definition and calculation of Tier 1 capital, Total Capital, and risk-weighted assets.

The phase-in period for the final rules became effect for the Corporation on January 1, 2015, with full compliance with all of the final rules' requirements phased in over a multi-year schedule, to be fully phased-in by January 1, 2019. As of September 30, 2015, the Corporation's capital levels remained characterized as "well-capitalized" under the new rules.

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TABLE 14

Capital Ratios

(In Thousands, except per share data)



	Quarter Ended
	September 30, 2015			June 30, 2015			March 31, 2015			December 31, 2014			September 30, 2014
Total stockholders’ equity	$	2,953,797		$	2,904,391		$	2,882,138		$	2,800,251		$	2,869,578
Tangible stockholders’ equity (1)	1,967,975			1,917,683			1,895,112			1,863,646			1,932,198
Tier 1 capital (2)	1,983,612			1,941,694			1,897,390			1,868,059			1,933,923
Common equity Tier 1 (3)	1,865,289			1,825,478			1,837,663			1,808,332			1,872,899
Tangible common equity (1)	1,846,596			1,795,668			1,835,385			1,803,919			1,871,174
Total risk-based capital (2)	2,481,661			2,436,594			2,391,797			2,350,898			2,160,143
Tangible assets (1)	26,481,421			26,198,438			26,081,714			25,885,169			24,716,442
Risk-weighted assets (2)	19,866,379			19,610,281			19,574,457			18,567,647			18,031,157
Market capitalization	2,712,176			3,057,973			2,856,346			2,823,227			2,730,811
Book value per common share	$	18.77		$	18.44		$	18.38		$	18.08		$	17.92
Tangible book value per common share	12.23			11.90			11.95			11.90			11.94
Cash dividend per common share	0.10			0.10			0.10			0.10			0.09
Stock price at end of period	17.97			20.27			18.60			18.63			17.42
Low closing price for the period	17.17			18.50			16.62			16.75			17.42
High closing price for the period	20.55			20.84			19.07			19.37			18.90
Total stockholders’ equity / assets	10.75		%	10.68		%	10.65		%	10.44		%	11.19		%
Tangible common equity / tangible assets (1)	6.97		%	6.85		%	7.04		%	6.97		%	7.57		%
Tangible stockholders’ equity / tangible assets (1)	7.43		%	7.32		%	7.27		%	7.20		%	7.82		%
Common equity Tier 1 / risk-weighted assets (2,3)	9.39		%	9.31		%	9.39		%	9.74		%	10.39		%
Tier 1 leverage ratio (2)	7.53		%	7.53		%	7.39		%	7.48		%	7.87		%
Tier 1 risk-based capital ratio (2)	9.98		%	9.90		%	9.69		%	10.06		%	10.73		%
Total risk-based capital ratio (2)	12.49		%	12.43		%	12.22		%	12.66		%	11.98		%
Common shares outstanding (period end)	150,928			150,862			153,567			151,542			156,763
Basic common shares outstanding (average)	148,614			149,903			150,070			151,931			155,925
Diluted common shares outstanding (average)	149,799			151,108			151,164			153,083			156,991
Non-GAAP Financial Measures Reconciliation
Common Equity Tier 1 Reconciliation (3):
Common equity	$	2,832,418		$	2,782,376		$	2,822,411		$	2,740,524		$	2,808,554
Goodwill & Intangibles, net of deferred tax liabilities (DTLs)	(949,716		)	(950,438		)	(950,892		)	(936,605		)	(937,380		)
Tangible common equity	1,882,702			1,831,938			1,871,519			1,803,919			1,871,174
Accumulated other comprehensive income (AOCI)	(15,376		)	(2,594		)	(24,800		)	4,850			1,725
Deferred tax assets (DTAs) / Disallowed servicing assets	(2,037		)	(3,866		)	(9,056		)	(437		)	—
Common equity Tier 1	$	1,865,289		$	1,825,478		$	1,837,663		$	1,808,332		$	1,872,899

(1)

The ratios tangible common equity to tangible assets and tangible equity to tangible assets exclude goodwill and other intangible assets, which is a non-GAAP financial measure. 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. See Note 8 for additional information on goodwill, core deposit intangibles, and other intangibles.


(2)	Tangible common equity is defined as common stockholders’ equity excluding goodwill, core deposit intangibles, and other intangible assets. Tangible assets is defined as total assets excluding goodwill, core deposit intangibles, and other intangibles.

(3)

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. Prior to 2015, the regulatory capital requirements effective for the Corporation followed the Capital Accord of the Basel Committee on Banking Supervision ("Basel I"). Beginning January 1, 2015, the regulatory capital requirements effective for the Corporation follow Basel III, subject to certain transition provisions from Basel I over the next three years to full implementation by January 1, 2018.

(4)

Common equity Tier 1, 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 Common equity Tier 1, along with other capital measures, to assess and monitor our capital position. Common equity Tier 1 for 2015 follows Basel III and is defined as common stock and related surplus, net of treasury stock, plus retained earnings. Common equity Tier 1 for 2014 follows Basel I and is defined as Tier 1 capital excluding qualifying perpetual preferred stock and qualifying trust preferred securities.

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TABLE 15

Selected Quarterly Information

($ in Thousands)



	Quarter Ended
	September 30, 2015			June 30, 2015			March 31, 2015			December 31, 2014			September 30, 2014
Summary of Operations:
Net interest income	$	170,509		$	166,488		$	167,813		$	174,661		$	172,630
Provision for credit losses	8,000			5,000			4,500			5,000			1,000
Noninterest income
Trust service fees	12,273			12,515			12,087			12,457			12,218
Service charges on deposit accounts	17,385			15,703			15,806			17,006			17,961
Card-based and other nondeposit fees	12,618			13,597			12,416			12,019			12,407
Insurance commissions	17,561			20,077			19,728			10,593			7,860
Brokerage and annuity commissions	3,809			4,192			3,683			3,496			4,040
Total core fee-based revenue	63,646			66,084			63,720			55,571			54,486
Mortgage banking, net	6,643			9,941			7,408			2,928			6,669
Capital market fees, net	2,170			2,692			2,467			2,613			2,939
Bank owned life insurance income	2,448			2,381			2,875			2,739			3,506
Asset gains, net	95			1,893			1,096			3,727			4,934
Investment securities gains, net	2,796			1,242			—			25			57
Other	2,118			2,288			2,510			2,040			2,317
Total noninterest income	79,916			86,521			80,076			69,643			74,908
Noninterest expense
Personnel expense	101,134			102,986			100,152			97,258			97,650
Occupancy	14,187			14,308			17,683			14,589			13,743
Equipment	6,003			5,739			5,772			6,148			6,133
Technology	14,748			16,354			15,558			14,581			13,573
Business development and advertising	5,964			6,829			5,327			8,538			7,467
Other intangible amortization	885			888			801			775			990
Loan expense	3,305			3,681			2,996			3,646			3,813
Legal and professional fees	4,207			4,344			4,538			4,257			4,604
Foreclosure / OREO expense	496			1,303			1,425			1,168			2,083
FDIC expense	6,000			6,000			6,500			6,956			6,859
Other	14,507			14,384			13,503			13,889			14,938
Total noninterest expense	171,436			176,816			174,255			171,805			171,853
Income tax expense	21,551			21,793			22,462			18,761			24,478
Net income	49,438			49,400			46,672			48,738			50,207
Preferred stock dividends	2,184			1,545			1,228			1,225			1,255
Net income available to common equity	$	47,254		$	47,855		$	45,444		$	47,513		$	48,952
Taxable equivalent net interest income	$	175,596		$	171,402		$	172,919		$	179,631		$	177,568
Net interest margin	2.82		%	2.83		%	2.89		%	3.04		%	3.06		%
Effective tax rate	30.36		%	30.61		%	32.49		%	27.79		%	32.77		%
Average Balances:
Assets	$	27,280,076		$	26,732,074		$	26,606,925		$	25,880,765		$	25,472,052
Earning assets	24,834,014			24,266,367			24,148,026			23,492,497			23,096,717
Interest-bearing liabilities	19,549,235			19,315,103			19,168,979			18,452,797			18,158,989
Loans	18,452,749			18,188,305			17,815,115			17,387,255			17,140,961
Deposits	20,293,599			19,626,210			19,055,196			18,532,419			17,873,378
Short and long-term funding	3,829,476			3,979,460			4,440,340			4,287,409			4,525,265
Stockholders’ equity	$	2,919,276		$	2,874,661		$	2,844,729		$	2,832,337		$	2,876,079

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Comparable Third Quarter Results

The Corporation recorded net income of $49 million for the third quarter of 2015, compared to net income of $50 million for the third quarter of 2014. Net income available to common equity was $47 million for the third quarter of 2015, or net income of $0.31 for both basic and diluted earnings per common share. Comparatively, net income available to common equity for the third quarter of 2014, was $49 million, or net income of $0.31 for both basic and diluted earnings per common share (see Table 1).

Taxable equivalent net interest income for the third quarter of 2015 was $176 million, $2 million lower than the third quarter of 2014 (see Table 2). Changes in the rate environment decreased net interest income by $15 million while changes in the balance sheet volume and mix increased taxable equivalent net interest income by $13 million. The Federal funds target rate was unchanged for both quarters. The net interest margin between the comparable quarters was down 24 bp, to 2.82% in the third quarter of 2015. Average earning assets increased $1.7 billion to $24.8 billion in the third quarter of 2015, with average loans up $1.3 billion (predominantly in commercial loans and residential mortgages). On the funding side, average interest-bearing deposits were up $2.1 billion (primarily money market deposits), while average short and long-term funding was down $696 million primarily due to decreases in short and long-term FHLB advances partially offset by increases due to the issuance of long-term senior and subordinated notes in late 2014.

Nonaccrual loans declined to $147 million (0.80% of total loans) at September 30, 2015, compared to $184 million (1.07% of total loans) at September 30, 2014 (see Table 10). Compared to the third quarter of 2014, potential problem loans were up 20% to $264 million. The provision for credit losses was $8 million for the third quarter of 2015, up $7 million compared to the third quarter of 2014 (see Table 9). Annualized net charge offs represented 0.17% of average loans for the third quarter of 2015 compared to 0.06% for the third quarter of 2014. The allowance for loan losses to loans at September 30, 2015 was 1.42%, compared to 1.55% at September 30, 2014. See discussion under sections, “Provision for Credit Losses,” “Allowance for Credit Losses,” and “Nonaccrual Loans, Potential Problem Loans, and Other Real Estate Owned.”

Noninterest income for the third quarter of 2015 increased $5 million (7%) to $80 million versus the third quarter of 2014. Core fee-based revenue increased $9 million primarily in insurance commissions attributable to the acquisition of Ahmann & Martin Co. (See Note 2, "Acquisition" of the notes to consolidated financial statements for additional information on the Ahmann & Martin Co. acquisition.) Net investment securities gains increased $3 million, primarily due to the continued restructuring of the investment portfolio. (See Note 6, "Investment Securities" of the notes to consolidated financial statements for additional information on the investment securities portfolio restructuring.) Partially offsetting these favorable variances were decreases of $5 million in net asset gains due to two corporate real estate gains during the third quarter of 2014, and a $1 million decrease in BOLI income due to death benefits received in the third quarter of 2014.

On a comparable quarter basis, noninterest expense was relatively unchanged at $171 million. Personnel expense increased $3 million compared to the third quarter of 2014, primarily attributable to the acquisition of Ahmann & Martin Co. Technology increased $1 million as we continue to invest in solutions that will drive operational efficiency. Business development and advertising decreased $2 million due to the timing of brand advertising campaigns, while foreclosure / OREO expense was down $2 million versus the comparable quarter in 2014 as credit quality continues to improve and foreclosures trend down.

The Corporation recognized income tax expense of $22 million for the third quarter of 2015, compared to income tax expense of $24 million for third quarter of 2014. The effective tax rate was 30.36% and 32.77% for the third quarter of 2015 and 2014, respectively.

Sequential Quarter Results

The Corporation recorded net income of $49 million for both the third quarter of 2015 and the second quarter of 2015. Net income available to common equity was $47 million for the third quarter of 2015 or net income of $0.31 for both basic and diluted earnings per common share. Comparatively, net income available to common equity for the second quarter of 2015, was $48 million, or net income of $0.32 for basic earnings per common share and $0.31 for diluted earnings per common share (see Table 1).

Taxable equivalent net interest income for third quarter of 2015 was $176 million, $4 million higher than the second quarter of 2015 due to a $4 million increase in net interest income from changes in the balance sheet volume and mix, a $1 million increase in net interest income related to the day count difference between the quarters, and a $1 million decrease in net interest income from changes in the rate environment and product pricing. The Federal funds target rate was unchanged for both quarters. The net interest margin in the third quarter of 2015 was down 1 bp, to 2.82%. Average earning assets increased $568 million to $24.8 billion in the third quarter of 2015, with average loans up $264 million and average investments and other short-term investments up $304 million (primarily in mortgage related and municipal securities). On the funding side, average interest-bearing deposits were up $384 million (primarily money market deposits) and noninterest bearing demand deposits were up $283 million, while average short and long-term funding was down $150 million (primarily FHLB advances).

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Nonaccrual loans were $147 million (0.80% of total loans) at September 30, 2015, compared to $160 million (0.88% of total loans) at June 30, 2015 (see Table 10). Potential problem loans increased to $264 million, up $64 million from the second quarter of 2015. The provision for credit losses for the third quarter of 2015 was $8 million, up $3 million from second quarter of 2015 (see Table 9). Annualized net charge offs represented 0.17% of average loans for the third quarter of 2015 compared to 0.19% for the of 2015. The allowance for loan losses to loans at September 30, 2015 was 1.42%, compared to 1.43% at June 30, 2015 (see Table 10). See discussion under sections, “Provision for Credit Losses,” “Allowance for Credit Losses,” and “Nonaccrual Loans, Potential Problem Loans, and Other Real Estate Owned.”

Noninterest income for the third quarter of 2015 decreased $7 million (8%) to $80 million versus the second quarter of 2015. Core fee-based revenue decreased $2 million (4%) from the second quarter of 2015, primarily due to seasonally lower insurance commissions. Net mortgage banking income was $7 million, down $3 million from the second quarter of 2015, primarily driven by a $5 million net change in the quarter end mark-to-market of the residential mortgage pipeline due to interest rate movements.

On a sequential quarter basis, noninterest expense decreased $5 million (3%) to $171 million. Personnel expense was $101 million for the third quarter of 2015, down $2 million (2%) from the second quarter of 2015 primarily due to lower severance expense. Technology decreased $2 million from the second quarter related to the completion of several projects. All remaining noninterest expense categories on a combined basis were down $2 million (3%) compared to second quarter of 2015.

For both the third and second quarter of 2015, the Corporation recognized income tax expense of $22 million. The effective tax rate was 30.36% and 30.61% for the third quarter of 2015 and the second quarter of 2015, respectively.

Segment Review

As discussed in Note 16, “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 Specialty; Community, Consumer and Business; and Risk Management and Shared Services.

Year to Date Segment Review

The Corporate and Commercial Specialty segment consists of lending and deposit solutions to larger businesses, developers, non-profits, municipalities, and financial institutions, and the support to deliver, fund, and manage such banking solutions. The Corporate and Commercial Specialty segment had net income of $85 million for the first nine months of 2015, up $11 million compared to $74 million for the first nine months of 2014. Segment revenue increased $9 million to $266 million for the first nine months of 2015 compared to $257 million for the first nine months of 2014 primarily due to growth in average loan balances, partially offset by lower spreads on loan products. The credit provision decreased $7 million to $30 million during the first nine months of 2015 due to improvement in the loan credit quality. Average loan balances were $9.4 billion for the first nine months of 2015, up $441 million from the first nine months of 2014. Average deposit balances were $5.7 billion for the first nine months of 2015, up $602 million from the first nine months of 2014. Average allocated capital increased $200 million to $967 million for the first nine months of 2015 reflecting the increase in the segment’s loan balances.

The Community, Consumer, and Business segment consists of lending and deposit solutions to individuals and small to mid-sized businesses and also provides a variety of investment and fiduciary products and services. The Community, Consumer, and Business segment had net income of $49 million for the first nine months of 2015, up $27 million compared to $22 million in the first nine months of 2014. Segment revenue increased $66 million to $462 million for the first nine months of 2015, primarily due to higher insurance commissions from the Ahmann & Martin Co. acquisition, higher mortgage banking income as well as changes in the long-term funding rates utilized in the funds transfer pricing methodology for allocating interest credits. The credit provision for loans increased to $20 million for the first nine months of 2015 due to loan growth, partially offset by improving credit quality. Total noninterest expense increased $20 million to $366 million for the first nine months of 2015, primarily due to the Ahmann & Martin Co. acquisition. Average loan balances were $8.7 billion for the first nine months of 2015, up $1.1 billion from the first nine months of 2014. Average deposits were $10.8 billion for the first nine months of 2015, up $914 million from the first nine months of 2014. Average allocated capital increased to $640 million for the first nine months of 2015 reflecting the increase in the segment's loan balances.

The Risk Management and Shared Services segment had net income of $11 million in the first nine months of 2015, down $35 million compared to $46 million for the first nine months of 2014. The decrease was due to a $45 million decrease in net interest income related to changes in the long-term funding rates utilized in the funds transfer pricing methodology for allocating interest credits to the Corporate and Commercial Specialty and Community, Consumer, and Business segments. Average earning asset balances were $6.3 billion for the first nine months of 2015, up $393 million from an average balance of $5.9 billion for the first

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nine months of 2014, primarily in investment securities. Average deposits were $3.1 billion for the first nine months of 2015, up $799 million from the first nine months of 2014. Average allocated capital decreased to $214 million for the first nine months of 2015.

Comparable Quarter Segment Review

The Corporate and Commercial Specialty segment had net income of $27 million for the third quarter of 2015, up $1 million compared to $26 million for the comparable quarter in 2014. Segment revenue increased $5 million compared to the third quarter of 2014 primarily due to growth in average loan balances, partially offset by lower spreads on loan products. Total noninterest expense increased $2 million to $37 million for the third quarter of 2015, primarily due to an increase in personnel expense. Average loan balances were $9.5 billion for the third quarter of 2015, up $717 million from an average balance of $8.8 billion for the third quarter of 2014. Average deposit balances were $6.0 billion for the third quarter of 2015, up $952 million from the comparable quarter of 2014. Average allocated capital increased to $988 million for the third quarter of 2015 reflecting the increase in the segment’s loan balances.

The Community, Consumer, and Business Banking segment had net income of $16 million for the third quarter of 2015 compared to $5 million in the comparable quarter of 2014. Segment revenue increased $16 million to $153 million for the third quarter of 2015 primarily due to higher insurance commissions from the Ahmann & Martin Co. acquisition as well as changes in the long-term funding rates utilized in the funds transfer pricing methodology for allocating interest credits. The credit provision for loans decreased to $6 million for the third quarter of 2015, due to improvement in the loan credit quality. Average loan balances were $8.9 billion for the third quarter of 2015, up $607 million from the comparable quarter of 2014. Average deposits were $11.0 billion for the third quarter of 2015, up $632 million from average deposits of $10.3 billion for the comparable quarter of 2014. Average allocated capital increased to $633 million for the third quarter of 2015 reflecting the increase in the segment's loan balances.

The Risk Management and Shared Services segment had net income of $6 million for the third quarter of 2015, down $14 million compared to $20 million for the comparable quarter in 2014. The decrease was primarily due to a $14 million decrease in net interest income related to changes in the long-term funding rates utilized in the funds transfer pricing methodology for allocating interest credits to the Corporate and Commercial Specialty and Community, Consumer and Business segments. Average earning asset balances were $6.4 billion for the third quarter of 2015, up $417 million compared to the third quarter of 2014, primarily in investment securities. Average deposits were $3.3 billion for the third quarter of 2015, up $837 million versus the comparable quarter of 2014. Average allocated capital decreased to $216 million in the third quarter of 2015.

Critical Accounting Policies

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 Loan Losses

Management’s evaluation process used to determine the appropriateness of the allowance for loan losses 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 loan losses, could change significantly. As an integral part of their examination process, various regulatory agencies also review the allowance for loan

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losses. Such agencies may require additions to the allowance for loan losses or may require that certain loan balances be charged off or downgraded into criticized loan categories when their credit evaluations differ from those of management, based on their judgments about information available to them at the time of their examination. The Corporation believes the level of the allowance for loan losses is appropriate as recorded in the consolidated financial statements. See also Note 7, “Loans, Allowance for Credit Losses, and Credit Quality,” of the notes to consolidated financial statements and section “Allowance for Credit Losses.”

Goodwill Impairment Assessment

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, similar to 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.

To better understand the sensitivity of the impact of prepayment speeds and refinance rates on the value of the mortgage servicing rights asset at September 30, 2015 (holding all other factors unchanged), if refinance interest rates were to decrease 50 basis points (bp), the estimated value of the mortgage servicing rights asset would have been approximately $10 million (or 15%) lower. Conversely, if refinance interest rates were to increase 50 bp, the estimated fair 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 approximately $1 million at September 30, 2015. The potential recovery recognition is constrained as the Corporation has elected to use the amortization method of accounting (rather than fair value measurement accounting). Under the amortization method, mortgage servicing rights are carried at the lower of the initial capitalized amount, net of accumulated amortization, or estimated fair value. Therefore, the mortgage servicing rights asset may only be marked up to the extent of the previously recognized valuation reserve. The Corporation believes the mortgage servicing rights asset is properly recorded in the consolidated financial statements. See Note 8, “Goodwill and Other Intangible Assets,” 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 and regulations. There can be no assurance that future events, such as court decisions or positions of federal and state taxing authorities, will not differ from management’s current assessment, the impact of which could be significant to the consolidated results of operations and reported earnings. Quarterly assessments are performed to determine if valuation allowances are necessary against any portion of the Corporation’s deferred tax assets. Assessing the need for, or sufficiency of, a valuation allowance requires management to evaluate all available evidence, both positive and negative, including the recent trend of quarterly earnings. Positive evidence necessary to overcome the negative evidence includes whether future taxable income in sufficient amounts and character within the carryback and carryforward periods is available under the tax law, including the use of tax planning strategies. When negative evidence (e.g., cumulative losses in recent years, history of operating loss or tax credit carryforwards expiring unused) exists, more positive evidence than negative evidence will be necessary. The Corporation has concluded that based on the level of positive evidence, it is more likely than not

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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 10, “Income Taxes,” of the notes to consolidated financial statements and section “Income Taxes.”

Future Accounting Pronouncements

New accounting policies adopted by the Corporation are discussed in Note 3, “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 September 2015, the FASB issued an amendment to simplify the accounting for measurement adjustments to prior business combinations. The amendment requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The aquirer must record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendment also requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This amendment is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this Update with earlier application permitted for financial statements that have not been issued. The Corporation intends to adopt the accounting standard during the first quarter of 2016, as required, and is currently evaluating the impact on its results of operations, financial position, and liquidity.

In April 2015, the FASB issued an amendment to provide guidance to customers about whether a cloud computing arrangement included a software license. If the cloud computing arrangement includes a software license, then the customer should account for the software license element consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This amendment is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Entities may apply the amendment prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Corporation intends to adopt the accounting standard during the first quarter of 2016, as required, and is currently evaluating the impact on its results of operations, financial position, and liquidity.

In April 2015, the FASB issued an amendment to simplify the presentation of debt issuance costs. The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. In August 2015, the FASB expanded this amendment to include SEC staff views related to debt issuance costs associated with line-of-credit arrangements.The SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Entities should apply the amendment retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Corporation intends to adopt the accounting standard during the first quarter of 2016, as required, and is currently evaluating the impact on its results of operations, financial position, and liquidity.

In February 2015, the FASB issued an amendment to modify existing consolidation guidance for reporting companies that are required to evaluate whether they should consolidate legal entities. The new standard will place more emphasis on risk of loss when determining a controlling financial interest. Frequency in the application of related-party guidance for determining a controlling financial interest will be reduced. Also, consolidation conclusions for public and private companies among several industries that make use of limited partnerships or VIEs will be changed. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Entities may apply the amendment using a modified retrospective approach or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted, including adoption in an interim period. The Corporation intends to adopt the accounting standard during the first quarter of 2016, as required, and is currently evaluating the impact on its results of operations, financial position, and liquidity.

In January 2015, the FASB issued an amendment to eliminate from U.S. GAAP the concept of extraordinary items. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income

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statement, net of tax, after income from continuing operations. This amended guidance will prohibit separate disclosure of extraordinary items in the income statement. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Entities may apply the amendment prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Corporation intends to adopt the accounting standard during the first quarter of 2016, as required, with no material impact as no retrospective adjustments are anticipated.

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, with no material 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 was originally effective for annual reporting periods beginning after December 15, 2016 (including interim reporting periods within those periods); however, in July 2015, the FASB approved a one year deferral of the effective date to December 15, 2017. Early application is not permitted. The Corporation intends to adopt the accounting standard during the first quarter of 2018, as required, and is currently evaluating the impact on its results of operations, financial position, and liquidity.

Recent Developments

On October 20, 2015, the Board of Directors declared a regular quarterly cash dividend of $0.11 per common share, payable on December 15, 2015, to shareholders of record at the close of business on December 1, 2015. 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 and a regular quarterly cash dividend of $0.3828125 per depositary share on Associated Banc-Corp’s 6.125% Series C Perpetual Preferred Stock payable on December 15, 2015, to shareholders of record at the close of business on December 1, 2015. These cash dividends have not been reflected in the accompanying consolidated financial statements.

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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

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

ITEM 4. Controls and Procedures

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

As of September 30, 2015, the Corporation’s management carried out an evaluation, under the supervision and with the participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures. Based on the foregoing, its Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures were effective as of September 30, 2015. 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

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. On March 2, 2015, the U.S. Court of Appeals for the Eighth Circuit reversed the District Court and remanded the case back to the District Court for further proceedings. 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.

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

Following are the Corporation’s monthly common stock and depositary share purchases during the third quarter of 2015. For a discussion of the Corporation's common stock and depositary share purchases, see section “Capital” included under Part I Item 2 of this document.

Common Stock Purchases:

Period

Total

Number of

Purchased (a)

Average

Price Paid

per Share

Total Number of

Shares Purchased

as Part of Publicly

Announced Plans

Maximum

Number of

Shares that May

Yet Be

Purchased Under

the Plan (b)

July 1, 2015 - July 31, 2015

—

August 1, 2015 - August 31, 2015

—

September 1, 2015 - September 30, 2015

—

Total

—


(a)	During the third quarter of 2015, the Corporation repurchased approximately 28,000 common shares for minimum tax withholding settlements on equity compensation. These purchases do not count against the maximum number of shares that may yet be purchased under the Board of Directors’ authorization.

(b)

On April 21, 2015, the Board of Directors authorized the repurchase of up to $125 million of the Corporation's common stock, of which approximately $108 million remained available to repurchase as of September 30, 2015. Using the closing stock price on September 30, 2015 of $17.97, a total of approximately 6.0 million shares of common stock remained available to be repurchased under the previously approved Board authorizations as of September 30, 2015.

Series B Preferred Stock Depositary Share Purchases:



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 (a)
July 1, 2015 - July 31, 2015	14,615	$	26.71	14,615	—
August 1, 2015 - August 31, 2015	7,236	26.85		7,236	—
September 1, 2015 - September 30, 2015	—	—		—	—
Total	21,851	$	26.75	21,851	171,403

(a)

In 2011, the Corporation issued 2,600,000 depositary shares, each representing a 1/40th interest in a share of the Corporation’s 8.00% Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”). During 2013, the Board of Directors authorized the repurchase of up to $10 million of the Series B Preferred Stock. As of September 30, 2015, approximately $5 million remained available under this repurchase authorization. Using the average price paid per depositary share in the third quarter of 2015, approximately 171,000 shares remained available to be repurchased under the previously approved Board authorization as of September 30, 2015.

Series C Preferred Stock Depositary Share Purchases:

In June 2015, the Corporation issued 2,600,000 depositary shares, each representing a 1/40th interest in a share of the Corporation’s 6.125% Perpetual Preferred Stock, Series C (the “Series C Preferred Stock”). On August 28, 2015, the Board of Directors authorized the repurchase of up to $10 million of the Series C Preferred Stock. As of September 30, 2015, $10 million remained available under this repurchase authorization as the Corporation has not repurchased any of the Series C Preferred Stock under this authorization.

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ITEM 6.	Exhibits


(a)	Exhibits:

Exhibit (11), Statement regarding computation of per share earnings. See Note 4 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.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




		ASSOCIATED BANC-CORP
		(Registrant)

Date: October 30, 2015		/s/ Philip B. Flynn
		Philip B. Flynn
		President and Chief Executive Officer

Date: October 30, 2015		/s/ Christopher J. Del Moral-Niles
		Christopher J. Del Moral-Niles
		Chief Financial Officer and Principal Accounting Officer

Associated Banc-Corp - 10-Q quarterly report FY2015 Q3

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	Page No.
PART I. Financial Information

Item 1. Financial Statements (Unaudited):

Consolidated Balance Sheets	3

Consolidated Statements of Income	4

Consolidated Statements of Comprehensive Income	5

Consolidated Statements of Changes in Stockholders’ Equity	6

Consolidated Statements of Cash Flows	7

Notes to Consolidated Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	50

Item 3. Quantitative and Qualitative Disclosures About Market Risk	79

Item 4. Controls and Procedures	79

PART II. Other Information

Item 1. Legal Proceedings	79

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	80

Item 6. Exhibits	81

Signatures	82