ASB 10-Q Quarterly Report March 31, 2013

ASB 10-Q Quarter ended March 31, 2013

ASSOCIATED BANC-CORP

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10-Q 1 d529103d10q.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2013

¨	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.)

1200 Hansen Road, Green Bay, Wisconsin		54304
(Address of principal executive offices)		(Zip Code)

(920) 491-7000

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of registrant’s common stock, par value $0.01 per share, at April 30, 2013, was 167,712,984.

ASSOCIATED BANC-CORP

TABLE OF CONTENTS


	Page No.
PART I. Financial Information

Item 1. Financial Statements (Unaudited):

Consolidated Balance Sheets — March 31, 2013 and December 31, 2012		3

Consolidated Statements of Income — Three Months Ended March 31, 2013 and 2012		4

Consolidated Statements of Comprehensive Income — Three Months Ended March 31, 2013 and 2012		5

Consolidated Statements of Changes in Stockholders’ Equity — Three Months Ended March 31, 2013 and 2012		6

Consolidated Statements of Cash Flows — Three Months Ended March 31, 2013 and 2012		7

Notes to Consolidated Financial Statements		8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		47

Item 3. Quantitative and Qualitative Disclosures About Market Risk		75

Item 4. Controls and Procedures		75

PART II. Other Information

Item 1. Legal Proceedings		75

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		76

Item 6. Exhibits		77

Signatures		78

PART I — FINANCIAL INFORMATION

ITEM 1. Financial Statements:

ASSOCIATED BANC-CORP

Consolidated Balance Sheets


	March 31, 2013 (Unaudited)			December 31, 2012 (Audited)
	(In Thousands, except share and per share data)
ASSETS
Cash and due from banks	$	336,247		$	563,304
Interest-bearing deposits in other financial institutions		82,555			147,434
Federal funds sold and securities purchased under agreements to resell		8,600			27,135
Investment securities held to maturity, at amortized cost		54,123			39,877
Investment securities available for sale, at fair value		4,950,317			4,926,758
Federal Home Loan Bank and Federal Reserve Bank stocks, at cost		152,490			166,774
Loans held for sale		173,389			261,410
Loans		15,551,562			15,411,022
Allowance for loan losses		(286,923	)		(297,409	)

Loans, net		15,264,639			15,113,613
Premises and equipment, net		254,674			253,958
Goodwill		929,168			929,168
Other intangible assets, net		66,294			61,176
Trading assets		65,014			70,711
Other assets		940,258			926,417

Total assets	$	23,277,768		$	23,487,735

LIABILITIES AND STOCKHOLDERS’ EQUITY
Noninterest-bearing demand deposits	$	4,453,109		$	4,759,556
Interest-bearing deposits		12,968,185			12,180,309

Total deposits		17,421,294			16,939,865
Federal funds purchased and securities sold under agreements to repurchase		730,855			750,455
Other short-term funding		1,038,697			1,576,484
Long-term funding		915,063			1,015,346
Trading liabilities		70,236			76,343
Accrued expenses and other liabilities		165,358			192,843

Total liabilities		20,341,503			20,551,336
Stockholders’ equity
Preferred equity		63,272			63,272
Common stock		1,750			1,750
Surplus		1,605,966			1,602,136
Retained earnings		1,297,692			1,281,811
Accumulated other comprehensive income		42,991			48,603
Treasury stock, at cost		(75,406	)		(61,173	)

Total stockholders’ equity		2,936,265			2,936,399

Total liabilities and stockholders’ equity	$	23,277,768		$	23,487,735

Preferred shares issued		65,000			65,000
Preferred shares authorized (par value $1.00 per share)		750,000			750,000
Common shares issued		175,012,686			175,012,686
Common shares authorized (par value $0.01 per share)		250,000,000			250,000,000
Treasury shares of common stock		5,742,370			4,773,146

See accompanying notes to consolidated financial statements.

ITEM 1. Financial Statements Continued:

ASSOCIATED BANC-CORP

Consolidated Statements of Income

(Unaudited)


	Three Months Ended March 31,
	2013			2012
	(In Thousands, except per share data)
INTEREST INCOME
Interest and fees on loans	$	145,527		$	149,023
Interest and dividends on investment securities
Taxable		21,613			23,029
Tax exempt		6,965			7,274
Other interest		1,247			1,247

Total interest income		175,352			180,573
INTEREST EXPENSE
Interest on deposits		8,541			12,036
Interest on Federal funds purchased and securities sold under agreements to repurchase		410			767
Interest on other short-term funding		332			1,056
Interest on long-term funding		8,416			12,046

Total interest expense		17,699			25,905

NET INTEREST INCOME		157,653			154,668
Provision for loan losses		4,000			—

Net interest income after provision for loan losses		153,653			154,668
NONINTEREST INCOME
Trust service fees		10,910			9,787
Service charges on deposit accounts		16,829			18,042
Card-based and other nondeposit fees		11,950			10,879
Insurance commissions		11,763			11,590
Brokerage and annuity commissions		3,516			4,127
Mortgage banking, net		17,765			17,654
Capital market fees, net		2,583			3,716
Bank owned life insurance income		2,970			4,292
Asset gains (losses), net		836			(3,594	)
Investment securities gains, net:
Realized gains, net		300			40
Other-than-temporary impairments		—			—
Less: Non-credit portion recognized in other comprehensive income (before taxes)		—			—

Total investment securities gains, net		300			40
Other		2,578			1,913

Total noninterest income		82,000			78,446
NONINTEREST EXPENSE
Personnel expense		97,907			94,281
Occupancy		15,662			15,179
Equipment		6,167			5,468
Data processing		11,508			9,516
Business development and advertising		4,537			5,381
Other intangible amortization		1,011			1,049
Loan expense		3,284			2,910
Legal and professional fees		5,345			9,715
Losses other than loans		(316	)		3,550
Foreclosure / OREO expense		2,422			3,362
FDIC expense		5,432			4,870
Other		13,956			14,481

Total noninterest expense		166,915			169,762

Income before income taxes		68,738			63,352
Income tax expense		21,350			20,719

Net income		47,388			42,633
Preferred stock dividends and discount accretion		1,300			1,300

Net income available to common equity	$	46,088		$	41,333

Earnings per common share:
Basic	$	0.27		$	0.24
Diluted	$	0.27		$	0.24
Average common shares outstanding:
Basic		168,234			173,846
Diluted		168,404			173,848

See accompanying notes to consolidated financial statements.

ITEM 1. Financial Statements Continued:

ASSOCIATED BANC-CORP

Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended March 31,
	2013			2012
	(In Thousands)
Net income	$	47,388		$	42,633
Other comprehensive loss, net of tax:
Investment securities available for sale:
Net unrealized losses		(9,931	)		(1,914	)
Reclassification adjustment for net gains realized in net income		(300	)		(40	)
Income tax benefit		3,950			762

Other comprehensive loss on investment securities available for sale		(6,281	)		(1,192	)
Defined benefit pension and postretirement obligations:
Amortization of prior service cost		17			60
Amortization of actuarial losses		1,073			640
Income tax expense		(421	)		(273	)

Other comprehensive income on pension and postretirement obligations		669			427
Derivatives used in cash flow hedging relationships:
Net unrealized gains		—			10
Reclassification adjustment for net losses and interest expense for interest differential on derivatives realized in net income		—			731
Income tax expense		—			(300	)

Other comprehensive income on cash flow hedging relationships		—			441

Total other comprehensive loss		(5,612	)		(324	)

Comprehensive income	$	41,776		$	42,309


See accompanying notes to consolidated financial statements.

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			Treasury Stock			Total
	($ in Thousands, except per share data)
Balance, December 31, 2011	$	63,272	$	1,746	$	1,586,401	$	1,148,773		$	65,602		$	—		$	2,865,794
Comprehensive income:
Net income		—		—		—		42,633			—			—			42,633
Other comprehensive loss		—		—		—		—			(324	)		—			(324	)

Comprehensive income																	42,309

Common stock issued:
Stock-based compensation plans, net		—		4		136		(124	)		—			103			119
Purchase of treasury stock		—		—		—		—			—			(1,113	)		(1,113	)
Cash dividends:
Common stock, $0.05 per share		—		—		—		(8,735	)		—			—			(8,735	)
Preferred stock		—		—		—		(1,300	)		—			—			(1,300	)
Stock-based compensation expense, net		—		—		3,794		—			—			—			3,794
Tax benefit of stock options		—		—		5		—			—			—			5

Balance, March 31, 2012	$	63,272	$	1,750	$	1,590,336	$	1,181,247		$	65,278		$	(1,010	)	$	2,900,873

Balance, December 31, 2012	$	63,272	$	1,750	$	1,602,136	$	1,281,811		$	48,603		$	(61,173	)	$	2,936,399
Comprehensive income:
Net income		—		—		—		47,388			—			—			47,388
Other comprehensive loss		—		—		—		—			(5,612	)		—			(5,612	)

Comprehensive income																	41,776

Common stock issued:
Stock-based compensation plans, net		—		—		9		(16,724	)		—			18,892			2,177
Purchase of treasury stock		—		—		—		—			—			(33,125	)		(33,125	)
Cash dividends:
Common stock, $0.08 per share		—		—		—		(13,483	)		—			—			(13,483	)
Preferred stock		—		—		—		(1,300	)		—			—			(1,300	)
Stock-based compensation expense, net		—		—		3,762		—			—			—			3,762
Tax benefit of stock options		—		—		59		—			—			—			59

Balance, March 31, 2013	$	63,272	$	1,750	$	1,605,966	$	1,297,692		$	42,991		$	(75,406	)	$	2,936,265


See accompanying notes to consolidated financial statements.

ITEM 1. Financial Statements Continued:

ASSOCIATED BANC-CORP

Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended March 31,
	2013			2012
	($ in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	47,388		$	42,633
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		4,000			—
Depreciation and amortization		11,968			10,144
Recovery of valuation allowance on mortgage servicing rights, net		(5,216	)		(2,371	)
Amortization of mortgage servicing rights		4,989			6,417
Amortization of other intangible assets		1,011			1,049
Amortization and accretion on earning assets, funding, and other, net		14,069			16,149
Tax impact of stock based compensation		59			5
Gain on sales of investment securities, net and impairment write-downs		(300	)		(40	)
(Gain) loss on sales of assets and impairment write-downs, net		(836	)		3,594
Gain on mortgage banking activities, net		(15,493	)		(10,477	)
Mortgage loans originated and acquired for sale		(681,410	)		(563,688	)
Proceeds from sales of mortgage loans held for sale		779,022			620,895
(Increase) decrease in interest receivable		(3,226	)		2,744
Decrease in interest payable		(7,276	)		(9,574	)
Net change in other assets and other liabilities		(15,337	)		(5,715	)

Net cash provided by operating activities		133,412			111,765

CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in loans		(179,438	)		(251,508	)
Purchases of:
Investment securities		(524,659	)		(266,436	)
Premises, equipment, and software, net of disposals		(16,223	)		(12,149	)
Other assets		(797	)		(407	)
Proceeds from:
Sales of investment securities		61,457			92,716
Prepayments, calls, and maturities of investment securities		403,763			439,014
Sales, prepayments, calls, and maturities of other assets		23,784			9,204
Sales of loans originated for investment		12,172			—

Net cash provided by (used in) investing activities		(219,941	)		10,434

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits		481,429			562,721
Net decrease in short-term funding		(557,387	)		(578,266	)
Repayment of long-term funding		(100,076	)		(125	)
Cash dividends on common stock		(13,483	)		(8,735	)
Cash dividends on preferred stock		(1,300	)		(1,300	)
Purchase of treasury stock		(33,125	)		(1,113	)

Net cash used in financing activities		(223,942	)		(26,818	)

Net increase (decrease) in cash and cash equivalents		(310,471	)		95,381
Cash and cash equivalents at beginning of period		737,873			616,595

Cash and cash equivalents at end of period	$	427,402		$	711,976

Supplemental disclosures of cash flow information:
Cash paid for interest	$	24,946		$	35,461
Cash (received) for income taxes		—			(10,025	)
Loans and bank premises transferred to other real estate owned		12,408			5,137
Capitalized mortgage servicing rights		5,902			5,895


See accompanying notes to consolidated financial statements.

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 2012 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. Certain amounts in the consolidated financial statements of prior periods have been reclassified to conform with the current period’s presentation. 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, derivative financial instruments and hedging activities, and income taxes. Management has evaluated subsequent events for potential recognition or disclosure.

NOTE 2: New Accounting Pronouncements Adopted

In February 2013, the FASB issued an amendment requiring an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. These disclosures may be presented on the face of the income statement or in the notes to consolidated financial statements, depending upon the specific accounting guidance for the reclassification out of accumulated other comprehensive income. The amendments are effective prospectively for reporting periods beginning after December 15, 2012 with early adoption permitted. The Corporation adopted the accounting standard during the first quarter of 2013, as required, with no material impact on its results of operations, financial position, and liquidity. See Note 16 for the required new disclosures on accumulated other comprehensive income.

In July 2012, the FASB issued amendments intended to simplify how entities test the decline in the realizable value (impairment) of indefinite-lived intangible assets other than goodwill. The amendments permit an organization to make a qualitative evaluation about the likelihood of impairment of an indefinite-lived intangible asset to determine whether it should apply the quantitative test and calculate the fair value of the indefinite-lived intangible asset. The amendments do not change how an organization measures an impairment loss. Therefore, it is not expected to affect the information reported to users of the financial statements. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Corporation adopted the accounting standard during the first quarter of 2013, as required, with no material impact on its results of operations, financial position, and liquidity.

In December 2011, the FASB issued amendments to require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. This information will enable users of an entity’s financial statements to evaluate the effect or potential effect of netting arrangements with certain financial instruments and derivative instruments. The amendments are effective for annual reporting periods beginning on or after January 1, 2013, with retrospective application to the disclosures of all comparative periods presented. The Corporation adopted the accounting standard during the first quarter of 2013, as required, with no material impact on its results of operations, financial position, and liquidity. See Note 11 for the required new disclosures on balance sheet offsetting.

NOTE 3: Earnings Per Common Share

Earnings per share are calculated utilizing the two-class method. Basic earnings per 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 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 shares adjusted for the dilutive effect of common stock awards (outstanding stock options, unvested restricted stock, and outstanding stock warrants). Presented below are the calculations for basic and diluted earnings per common share.


	Three Months Ended March 31,
	2013			2012
	(In Thousands, except per share data)
Net income	$	47,388		$	42,633
Preferred stock dividends and discount accretion		(1,300	)		(1,300	)

Net income available to common equity	$	46,088		$	41,333

Common shareholder dividends		(13,377	)		(8,683	)
Unvested share-based payment awards		(107	)		(40	)

Undistributed earnings	$	32,604		$	32,610

Undistributed earnings allocated to common shareholders	$	32,375		$	32,455
Undistributed earnings allocated to unvested share-based payment awards		229			155

Undistributed earnings	$	32,604		$	32,610

*Basic*
Distributed earnings to common shareholders	$	13,377		$	8,683
Undistributed earnings allocated to common shareholders		32,375			32,455

Total common shareholders earnings, basic	$	45,752		$	41,138

*Diluted*
Distributed earnings to common shareholders	$	13,377		$	8,683
Undistributed earnings allocated to common shareholders		32,375			32,455

Total common shareholders earnings, diluted	$	45,752		$	41,138

Weighted average common shares outstanding		168,234			173,846
Effect of dilutive common stock awards		170			2

Diluted weighted average common shares outstanding		168,404			173,848

Basic earnings per common share	$	0.27		$	0.24

Diluted earnings per common share	$	0.27		$	0.24

Options to purchase approximately 3 million and 6 million shares were outstanding at March 31, 2013 and March 31, 2012, respectively, but excluded from the calculation of diluted earnings per common share as the effect would have been anti-dilutive.

NOTE 4: Stock-Based Compensation

At March 31, 2013, the Corporation had one stock-based compensation plan. All stock awards granted under this plan have an exercise price that is established at the closing price of the Corporation’s stock on the date the awards were granted.

The Corporation may issue common stock and common stock units with restrictions to certain key employees (collectively referred to as “restricted stock awards”). The shares are restricted as to transfer, but are not restricted as to dividend payment or voting rights. The transfer restrictions lapse over one, two, three, or four years, depending upon whether the awards are service-based or performance-based. Service-based awards are contingent upon continued employment, and performance-based awards are based on earnings per share performance goals and continued employment.

The fair value of stock options granted is estimated on the date of grant using a Black-Scholes option pricing model, while the fair value of restricted stock awards is their fair market value on the date of grant. The fair values of stock options and restricted stock awards are amortized as compensation expense on a straight-line basis over the vesting period of the grants. Compensation expense recognized is included in personnel expense in the consolidated statements of income.

Assumptions are used in estimating the fair value of stock options granted. The weighted average expected life of the stock option represents the period of time that stock options are expected to be outstanding and is estimated using historical data of stock option exercises and forfeitures. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is based on the historical and implied volatility of the Corporation’s stock. The following assumptions were used in estimating the fair value for options granted in the first quarter of 2013 and full year 2012.


	2013			2012
Dividend yield		2.00	%		2.00	%
Risk-free interest rate		0.99	%		1.20	%
Weighted average expected volatility		34.35	%		48.94	%
Weighted average expected life		6 years			6 years
Weighted average per share fair value of options	$	3.80		$	5.03

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, 2012 and for the three months ended March 31, 2013, is presented below.


Stock Options	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value (000s)
Outstanding at December 31, 2011		7,055,274		$	21.99
Granted		3,060,519			12.97
Exercised		(11,120	)		13.16
Forfeited or expired		(1,464,115	)		21.56

Outstanding at December 31, 2012		8,640,558		$	18.88		6.40	$	570

Options exercisable at December 31, 2012		4,603,963		$	23.80		4.37		43

Outstanding at December 31, 2012		8,640,558		$	18.88
Granted		1,020,979			14.02
Exercised		(110,793	)		13.41
Forfeited or expired		(397,741	)		21.19

Outstanding at March 31, 2013		9,153,003		$	18.30		6.71	$	10,458

Options exercisable at March 31, 2013		5,770,664		$	21.14		5.37		4,598

The following table summarizes information about the Corporation’s nonvested stock option activity for the year ended December 31, 2012, and for the three months ended March 31, 2013.


Stock Options	Shares			Weighted Average Grant Date Fair Value
Nonvested at December 31, 2011		2,431,339		$	5.11
Granted		3,060,519			5.03
Vested		(1,097,571	)		4.88
Forfeited		(357,692	)		5.12

Nonvested at December 31, 2012		4,036,595		$	5.11

Granted		1,020,979			3.80
Vested		(1,590,628	)		5.13
Forfeited		(84,607	)		5.17

Nonvested at March 31, 2013		3,382,339		$	4.70

For the three months ended March 31, 2013 and for the year ended December 31, 2012, the intrinsic value of stock options exercised was immaterial. (Intrinsic value represents the amount by which the fair market value of the underlying stock exceeds the exercise price of the stock option.) The total fair value of stock options that vested was $8 million for the first quarter of 2013 and $5 million for the year ended December 31, 2012. For both the three months ended March 31, 2013 and 2012, the Corporation recognized compensation expense of $2 million for the vesting of stock options. For the full year 2012, the Corporation recognized compensation expense of $9 million for the vesting of stock options. At March 31, 2013, the Corporation had $14 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 2015.

The following table summarizes information about the Corporation’s restricted stock awards activity for the year ended December 31, 2012, and for the three months ended March 31, 2013.


Restricted Stock	Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2011		1,013,765		$	13.79
Granted		506,258			13.00
Vested		(533,014	)		13.38
Forfeited		(54,584	)		13.73

Outstanding at December 31, 2012		932,425		$	13.60

Granted		1,242,055			14.03
Vested		(579,853	)		13.70
Forfeited		(660	)		12.97

Outstanding at March 31, 2013		1,593,967		$	13.90

The Corporation amortizes the expense related to restricted stock awards as compensation expense over the vesting period specified in the grant. Restricted stock awards granted during 2013 and 2012 to executive officers will vest ratably over a three year period. Restricted stock awards granted to non-executives during 2013 will vest ratably over a four year period, while restricted stock awards granted to non-executives during 2012 will vest ratably over a three year period. Expense for restricted stock awards of approximately $2 million was recognized for both the three months ended March 31, 2013 and 2012. The Corporation recognized approximately $7 million of expense for restricted stock awards for the full year 2012. The Corporation had $20 million of unrecognized compensation costs related to restricted stock awards at March 31, 2013 that is expected to be recognized over the remaining requisite service periods that extend predominantly through fourth quarter 2015.

The Corporation issues shares from treasury, when available, or new shares upon the exercise of stock options or the granting of restricted stock awards. The Board of Directors has authorized management to repurchase shares of the Corporation’s common stock each quarter in the market, to be made available for issuance in connection with the Corporation’s employee incentive plans and for

other corporate purposes. The repurchase of shares will be based on market and investment opportunities, capital levels, growth prospects, and regulatory constraints. Such repurchases may occur from time to time in open market purchases, block transactions, privately negotiated transactions, accelerated share repurchase programs, or similar facilities.

NOTE 5: Investment Securities

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


March 31, 2013:	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
	($ in Thousands)
Investment securities available for sale:
U.S. Treasury securities	$	1,003	$	1	$	—		$	1,004
Obligations of state and political subdivisions (municipal securities)		734,096		43,240		(49	)		777,287
Residential mortgage-related securities		3,704,596		88,289		(6,125	)		3,786,760
Commercial mortgage-related securities (Government agency)		298,864		3,226		(1,451	)		300,639
Other securities (debt and equity)		83,209		1,466		(48	)		84,627

Total investment securities available for sale	$	4,821,768	$	136,222	$	(7,673	)	$	4,950,317

Investment securities held to maturity:
Obligations of state and political subdivisions (municipal securities)	$	54,123	$	64	$	(699	)	$	53,488

Total investment securities held to maturity	$	54,123	$	64	$	(699	)	$	53,488


December 31, 2012:	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
	($ in Thousands)
Investment securities available for sale:
U.S. Treasury securities	$	1,003	$	1	$	—		$	1,004
Obligations of state and political subdivisions (municipal securities)		755,644		45,599		(55	)		801,188
Residential mortgage-related securities		3,714,289		93,742		(3,727	)		3,804,304
Commercial mortgage-related securities (Government agency)		226,420		2,809		(1,063	)		228,166
Other securities (debt and equity)		90,622		1,549		(75	)		92,096

Total investment securities available for sale	$	4,787,978	$	143,700	$	(4,920	)	$	4,926,758

Investment securities held to maturity:
Obligations of state and political subdivisions (municipal securities)	$	39,877	$	98	$	(296	)	$	39,679

Total investment securities held to maturity	$	39,877	$	98	$	(296	)	$	39,679

The amortized cost and fair values of investment securities available for sale and held to maturity at March 31, 2013, 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	$	49,227	$	49,808	$	—	$	—
Due after one year through five years		213,425		222,878		—		—
Due after five years through ten years		506,121		538,190		15,970		15,902
Due after ten years		49,518		51,993		38,153		37,586

Total debt securities		818,291		862,869		54,123		53,488
Residential mortgage-related securities		3,704,596		3,786,760		—		—
Commercial mortgage-related securities (Government agency)		298,864		300,639		—		—
Equity securities		17		49		—		—

Total investment securities	$	4,821,768	$	4,950,317	$	54,123	$	53,488

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 March 31, 2013.


	Less than 12 months							12 months or more							Total
March 31, 2013:	Number of Securities		Unrealized Losses			Fair Value		Number of Securities		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value
	($ in Thousands)
Investment securities available for sale:
Obligations of state and political subdivisions (municipal securities)		14		(36	)		5,920		1		(13	)		348		(49	)		6,268
Residential mortgage-related securities		36		(6,125	)		1,063,268		—		—			—		(6,125	)		1,063,268
Commercial mortgage-related securities (Government agency)		4		(1,451	)		150,221		—		—			—		(1,451	)		150,221
Other debt securities		1		(3	)		297		1		(45	)		142		(48	)		439

Total			$	(7,615	)	$	1,219,706			$	(58	)	$	490	$	(7,673	)	$	1,220,196

Investment securities held to maturity:
Obligations of state and political subdivisions (municipal securities)		90		(699	)		43,377		—		—			—		(699	)		43,377

Total			$	(699	)	$	43,377			$	—		$	—	$	(699	)	$	43,377

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

Based on the Corporation’s evaluation, management does not believe any unrealized loss at March 31, 2013, represents an other-than-temporary impairment as these unrealized losses are primarily attributable to changes in interest rates and the current market conditions, and not credit deterioration. The unrealized losses reported for residential mortgage-related securities relate to non-agency residential mortgage-related securities as well as residential mortgage-related securities issued by government agencies such as the

Federal National Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FHLMC”). At March 31, 2013, the unrealized loss position of 12 months or more on other debt securities was attributable to a pooled trust preferred debt security. The Corporation currently does not intend to sell nor does it believe that it will be required to sell the securities contained in the above unrealized losses table before recovery of their amortized cost basis.

The following is a summary of the credit loss portion of other-than-temporary impairment recognized in earnings on debt securities for 2012. There was no change in the balance of credit-related other-than-temporary during the three months ended March 31, 2013.


	Non-agency Mortgage- Related Securities			Trust Preferred Debt Securities			Total
	($ in Thousands)
Balance of credit-related other-than-temporary impairment at December 31, 2011	$	(17,558	)	$	(10,835	)	$	(28,393	)
Reduction due to credit impaired securities sold		17,026			4,499			21,525

Balance of credit-related other-than-temporary impairment at December 31, 2012	$	(532	)	$	(6,336	)	$	(6,868	)

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, 2012.


	Less than 12 months							12 months or more							Total
December 31, 2012:	Number of Securities		Unrealized Losses			Fair Value		Number of Securities		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value
	($ in Thousands)
Investment securities available for sale:
Obligations of state and political subdivisions (municipal securities)		15	$	(42	)	$	5,065		1	$	(13	)	$	348	$	(55	)	$	5,413
Residential mortgage-related securities		30		(3,727	)		892,964		—		—			—		(3,727	)		892,964
Commercial mortgage-related securities (Government agency)		2		(1,063	)		102,474		—		—			—		(1,063	)		102,474
Other debt securities		—		—			—		1		(75	)		111		(75	)		111

Total			$	(4,832	)	$	1,000,503			$	(88	)	$	459	$	(4,920	)	$	1,000,962

Investment securities held to maturity:
Obligations of state and political subdivisions (municipal securities)		56	$	(296	)	$	28,265		—	$	—		$	—	$	(296	)	$	28,265

Total			$	(296	)	$	28,265			$	—		$	—	$	(296	)	$	28,265

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. At March 31, 2013 and December 31, 2012, the Corporation had FHLB stock of $82 million and $96 million, respectively. The Corporation had Federal Reserve Bank stock of $71 million at both March 31, 2013 and December 31, 2012.

The Corporation reviewed these securities for impairment, including but not limited to, consideration of operating performance, the severity and duration of market value declines, as well as its liquidity and funding position. After evaluating all of these considerations, the Corporation believes the cost of these investments will be recovered and no impairment has been recorded on these securities during 2012 or the first three months of 2013. The FHLB of Chicago initiated tender offers for certain of its shares during the first quarter of 2013, whereby the FHLB would repurchase its shares at par. The Corporation participated in the tender offers and reduced its equity holdings in the FHLB of Chicago by $14 million.

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

The period end loan composition was as follows.


	March 31, 2013		December 31, 2012
	($ in Thousands)
Commercial and industrial	$	4,651,143	$	4,502,021
Commercial real estate - owner occupied		1,199,513		1,219,747
Lease financing		57,908		64,196

Commercial and business lending		5,908,564		5,785,964
Commercial real estate - investor		2,900,167		2,906,759
Real estate construction		729,145		655,381

Commercial real estate lending		3,629,312		3,562,140

Total commercial		9,537,876		9,348,104
Home equity		2,098,407		2,219,494
Installment		447,445		466,727
Residential mortgage		3,467,834		3,376,697

Total consumer		6,013,686		6,062,918

Total loans	$	15,551,562	$	15,411,022

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


	March 31, 2013			December 31, 2012
	($ in Thousands)
Balance at beginning of period	$	297,409		$	378,151
Provision for loan losses		4,000			3,000
Charge offs		(27,128	)		(117,046	)
Recoveries		12,642			33,304

Net charge offs		(14,486	)		(83,742	)

Balance at end of period	$	286,923		$	297,409

A summary of the changes in the allowance for loan losses by portfolio segment for the three months ended March 31, 2013, was as follows.


$ in Thousands	Commercial and industrial			Commercial real estate - owner occupied			Lease financing			Commercial real estate - investor			Real estate construction			Home equity			Installment			Residential mortgage			Total
Balance at Dec 31, 2012	$	97,852		$	27,389		$	3,024		$	63,181		$	20,741		$	56,826		$	4,299		$	24,097		$	297,409
Provision for loan losses		10,848			(3,503	)		(281	)		3,178			3,898			(11,826	)		(870	)		2,556			4,000
Charge offs		(7,075	)		(1,661	)		—			(4,034	)		(1,978	)		(7,230	)		(431	)		(4,719	)		(27,128	)
Recoveries		6,379			143			12			3,871			586			893			254			504			12,642

Balance at Mar 31, 2013	$	108,004		$	22,368		$	2,755		$	66,196		$	23,247		$	38,663		$	3,252		$	22,438		$	286,923

Allowance for loan losses:
Ending balance impaired loans individually evaluated for impairment	$	4,954		$	819		$	—		$	6,196		$	482		$	1,666		$	—		$	363		$	14,480
Ending balance impaired loans collectively evaluated for impairment	$	4,436		$	2,739		$	4		$	3,795		$	2,888		$	16,203		$	790		$	12,305		$	43,160

Total impaired loans	$	9,390		$	3,558		$	4		$	9,991		$	3,370		$	17,869		$	790		$	12,668		$	57,640
Ending balance all other loans collectively evaluated for impairment	$	98,614		$	18,810		$	2,751		$	56,205		$	19,877		$	20,794		$	2,462		$	9,770		$	229,283

Total	$	108,004		$	22,368		$	2,755		$	66,196		$	23,247		$	38,663		$	3,252		$	22,438		$	286,923

Loans:
Ending balance impaired loans individually evaluated for impairment	$	22,583		$	17,250		$	2,060		$	51,757		$	17,902		$	3,598		$	—		$	10,667		$	125,817
Ending balance impaired loans collectively evaluated for impairment	$	39,910		$	18,837		$	105		$	46,272		$	9,804		$	39,903		$	2,426		$	62,455		$	219,712

Total impaired loans	$	62,493		$	36,087		$	2,165		$	98,029		$	27,706		$	43,501		$	2,426		$	73,122		$	345,529
Ending balance all other loans collectively evaluated for impairment	$	4,588,650		$	1,163,426		$	55,743		$	2,802,138		$	701,439		$	2,054,906		$	445,019		$	3,394,712		$	15,206,033

Total	$	4,651,143		$	1,199,513		$	57,908		$	2,900,167		$	729,145		$	2,098,407		$	447,445		$	3,467,834		$	15,551,562

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

For comparison purposes, a summary of the changes in the allowance for loan losses by portfolio segment for the year ended December 31, 2012, was as follows.


$ in Thousands	Commercial and industrial			Commercial real estate - owner occupied			Lease financing			Commercial real estate - investor			Real estate construction			Home equity			Installment			Residential mortgage			Total
Balance at Dec 31, 2011	$	124,374		$	36,200		$	2,567		$	86,689		$	21,327		$	70,144		$	6,623		$	30,227		$	378,151
Provision for loan losses		(1,645	)		(5,184	)		(645	)		(14,304	)		873			16,909			(501	)		7,497			3,000
Charge offs		(43,240	)		(4,080	)		(797	)		(14,000	)		(3,588	)		(34,125	)		(3,057	)		(14,159	)		(117,046	)
Recoveries		18,363			453			1,899			4,796			2,129			3,898			1,234			532			33,304

Balance at Dec 31, 2012	$	97,852		$	27,389		$	3,024		$	63,181		$	20,741		$	56,826		$	4,299		$	24,097		$	297,409

Allowance for loan losses:
Ending balance impaired loans individually evaluated for impairment	$	8,790		$	654		$	—		$	5,241		$	1,079		$	868		$	—		$	155		$	16,787
Ending balance impaired loans collectively evaluated for impairment	$	4,951		$	3,157		$	—		$	4,446		$	2,332		$	23,712		$	1,155		$	12,751		$	52,504

Total impaired loans	$	13,741		$	3,811		$	—		$	9,687		$	3,411		$	24,580		$	1,155		$	12,906		$	69,291
Ending balance all other loans collectively evaluated for impairment	$	84,111		$	23,578		$	3,024		$	53,494		$	17,330		$	32,246		$	3,144		$	11,191		$	228,118

Total	$	97,852		$	27,389		$	3,024		$	63,181		$	20,741		$	56,826		$	4,299		$	24,097		$	297,409

Loans:
Ending balance impaired loans individually evaluated for impairment	$	27,213		$	16,602		$	3,024		$	48,894		$	20,794		$	4,671		$	—		$	11,330		$	132,528
Ending balance impaired loans collectively evaluated for impairment	$	40,109		$	21,504		$	7		$	51,453		$	11,038		$	44,512		$	2,491		$	70,313		$	241,427

Total impaired loans	$	67,322		$	38,106		$	3,031		$	100,347		$	31,832		$	49,183		$	2,491		$	81,643		$	373,955
Ending balance all other loans collectively evaluated for impairment	$	4,434,699		$	1,181,641		$	61,165		$	2,806,412		$	623,549		$	2,170,311		$	464,236		$	3,295,054		$	15,037,067

Total	$	4,502,021		$	1,219,747		$	64,196		$	2,906,759		$	655,381		$	2,219,494		$	466,727		$	3,376,697		$	15,411,022

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


	Pass		Special Mention		Potential Problem		Impaired		Total
	($ in Thousands)
Commercial and industrial	$	4,335,991	$	125,292	$	127,367	$	62,493	$	4,651,143
Commercial real estate - owner occupied		1,017,171		53,157		93,098		36,087		1,199,513
Lease financing		55,134		358		251		2,165		57,908

Commercial and business lending		5,408,296		178,807		220,716		100,745		5,908,564
Commercial real estate - investor		2,636,172		64,191		101,775		98,029		2,900,167
Real estate construction		683,620		7,779		10,040		27,706		729,145

Commercial real estate lending		3,319,792		71,970		111,815		125,735		3,629,312

Total commercial	$	8,728,088	$	250,777	$	332,531	$	226,480	$	9,537,876

The following table presents commercial loans by credit quality indicator at December 31, 2012.
	Pass		Special Mention		Potential Problem		Impaired		Total
	($ in Thousands)
Commercial and industrial	$	4,208,478	$	97,787	$	128,434	$	67,322	$	4,502,021
Commercial real estate - owner occupied		1,030,632		51,417		99,592		38,106		1,219,747
Lease financing		58,099		2,802		264		3,031		64,196

Commercial and business lending		5,297,209		152,006		228,290		108,459		5,785,964
Commercial real estate - investor		2,634,035		65,309		107,068		100,347		2,906,759
Real estate construction		603,481		6,976		13,092		31,832		655,381

Commercial real estate lending		3,237,516		72,285		120,160		132,179		3,562,140

Total commercial	$	8,534,725	$	224,291	$	348,450	$	240,638	$	9,348,104

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


	Performing		30-89 Days Past Due		Potential Problem		Impaired		Total
	($ in Thousands)
Home equity	$	2,045,036	$	6,549	$	3,321	$	43,501	$	2,098,407
Installment		442,420		2,500		99		2,426		447,445
Residential mortgage		3,378,037		8,793		7,882		73,122		3,467,834

Total consumer	$	5,865,493	$	17,842	$	11,302	$	119,049	$	6,013,686

The following table presents consumer loans by credit quality indicator at December 31, 2012.


	Performing		30-89 Days Past Due		Potential Problem		Impaired		Total
	($ in Thousands)
Home equity	$	2,153,103	$	13,538	$	3,670	$	49,183	$	2,219,494
Installment		462,016		2,109		111		2,491		466,727
Residential mortgage		3,276,889		9,403		8,762		81,643		3,376,697

Total consumer	$	5,892,008	$	25,050	$	12,543	$	133,317	$	6,062,918

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, 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. 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 bank will sustain some loss if the deficiencies are not corrected. Lastly, management considers a loan to be impaired when it is probable that the Corporation will be unable to collect all amounts due according to the original contractual terms of the note agreement, including both principal and interest. Management has determined that commercial and consumer loan relationships that have nonaccrual status or have had their terms restructured in a troubled debt restructuring meet this impaired loan definition. Commercial loans classified as special mention, potential problem, and impaired are reviewed at a minimum on a quarterly basis, while pass and performing rated credits are reviewed on an annual basis or more frequently if the loan renewal is less than one year or if otherwise warranted.

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


	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due *		Total Past Due		Current		Total
	($ in Thousands)
Accruing loans
Commercial and industrial	$	7,470	$	2,793	$	210	$	10,473	$	4,607,428	$	4,617,901
Commercial real estate—owner occupied		5,286		1,518		2,389		9,193		1,167,121		1,176,314
Lease financing		2		281		—		283		55,460		55,743

Commercial and business lending		12,758		4,592		2,599		19,949		5,830,009		5,849,958
Commercial real estate—investor		21,801		3,400		1,922		27,123		2,816,268		2,843,391
Real estate construction		1,993		294		74		2,361		704,618		706,979

Commercial real estate lending		23,794		3,694		1,996		29,484		3,520,886		3,550,370

Total commercial		36,552		8,286		4,595		49,433		9,350,895		9,400,328
Home equity		3,412		3,137		93		6,642		2,057,820		2,064,462
Installment		2,042		458		858		3,358		442,325		445,683
Residential mortgage		7,399		1,394		144		8,937		3,406,716		3,415,653

Total consumer		12,853		4,989		1,095		18,937		5,906,861		5,925,798

Total accruing loans	$	49,405	$	13,275	$	5,690	$	68,370	$	15,257,756	$	15,326,126

Nonaccrual loans
Commercial and industrial	$	3,392	$	483	$	9,996	$	13,871	$	19,371	$	33,242
Commercial real estate—owner occupied		2,877		657		9,927		13,461		9,738		23,199
Lease financing		10		—		17		27		2,138		2,165

Commercial and business lending		6,279		1,140		19,940		27,359		31,247		58,606
Commercial real estate—investor		4,897		1,121		33,628		39,646		17,130		56,776
Real estate construction		2,457		9		4,546		7,012		15,154		22,166

Commercial real estate lending		7,354		1,130		38,174		46,658		32,284		78,942

Total commercial		13,633		2,270		58,114		74,017		63,531		137,548
Home equity		679		1,698		23,536		25,913		8,032		33,945
Installment		124		121		484		729		1,033		1,762
Residential mortgage		3,094		3,686		32,601		39,381		12,800		52,181

Total consumer		3,897		5,505		56,621		66,023		21,865		87,888

Total nonaccrual loans	$	17,530	$	7,775	$	114,735	$	140,040	$	85,396	$	225,436

Total loans
Commercial and industrial	$	10,862	$	3,276	$	10,206	$	24,344	$	4,626,799	$	4,651,143
Commercial real estate—owner occupied		8,163		2,175		12,316		22,654		1,176,859		1,199,513
Lease financing		12		281		17		310		57,598		57,908

Commercial and business lending		19,037		5,732		22,539		47,308		5,861,256		5,908,564
Commercial real estate—investor		26,698		4,521		35,550		66,769		2,833,398		2,900,167
Real estate construction		4,450		303		4,620		9,373		719,772		729,145

Commercial real estate lending		31,148		4,824		40,170		76,142		3,553,170		3,629,312

Total commercial		50,185		10,556		62,709		123,450		9,414,426		9,537,876
Home equity		4,091		4,835		23,629		32,555		2,065,852		2,098,407
Installment		2,166		579		1,342		4,087		443,358		447,445
Residential mortgage		10,493		5,080		32,745		48,318		3,419,516		3,467,834

Total consumer		16,750		10,494		57,716		84,960		5,928,726		6,013,686

Total loans	$	66,935	$	21,050	$	120,425	$	208,410	$	15,343,152	$	15,551,562

*	The recorded investment in loans past due 90 days or more and still accruing totaled $6 million at March 31, 2013 (the same as the reported balances for the accruing loans noted above).

The following table presents loans by past due status at December 31, 2012.


	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due *		Total Past Due		Current		Total
	($ in Thousands)
Accruing loans
Commercial and industrial	$	9,557	$	1,782	$	79	$	11,418	$	4,451,421	$	4,462,839
Commercial real estate—owner occupied		10,420		633		308		11,361		1,184,132		1,195,493
Lease financing		—		12		—		12		61,153		61,165

Commercial and business lending		19,977		2,427		387		22,791		5,696,706		5,719,497
Commercial real estate—investor		8,424		5,048		366		13,838		2,834,234		2,848,072
Real estate construction		1,628		1,527		283		3,438		624,641		628,079

Commercial real estate lending		10,052		6,575		649		17,276		3,458,875		3,476,151

Total commercial		30,029		9,002		1,036		40,067		9,155,581		9,195,648
Home equity		10,151		3,387		96		13,634		2,166,645		2,180,279
Installment		1,300		809		1,013		3,122		461,767		464,889
Residential mortgage		8,473		930		144		9,547		3,307,791		3,317,338

Total consumer		19,924		5,126		1,253		26,303		5,936,203		5,962,506

Total accruing loans	$	49,953	$	14,128	$	2,289	$	66,370	$	15,091,784	$	15,158,154

Nonaccrual loans
Commercial and industrial	$	8,559	$	791	$	11,962	$	21,312	$	17,870	$	39,182
Commercial real estate—owner occupied		1,489		1,749		11,819		15,057		9,197		24,254
Lease financing		15		—		9		24		3,007		3,031

Commercial and business lending		10,063		2,540		23,790		36,393		30,074		66,467
Commercial real estate—investor		197		3,072		30,928		34,197		24,490		58,687
Real estate construction		16		—		9,639		9,655		17,647		27,302

Commercial real estate lending		213		3,072		40,567		43,852		42,137		85,989

Total commercial		10,276		5,612		64,357		80,245		72,211		152,456
Home equity		1,456		2,518		28,474		32,448		6,767		39,215
Installment		153		141		586		880		958		1,838
Residential mortgage		2,135		4,321		38,739		45,195		14,164		59,359

Total consumer		3,744		6,980		67,799		78,523		21,889		100,412

Total nonaccrual loans	$	14,020	$	12,592	$	132,156	$	158,768	$	94,100	$	252,868

Total loans
Commercial and industrial	$	18,116	$	2,573	$	12,041	$	32,730	$	4,469,291	$	4,502,021
Commercial real estate—owner occupied		11,909		2,382		12,127		26,418		1,193,329		1,219,747
Lease financing		15		12		9		36		64,160		64,196

Commercial and business lending		30,040		4,967		24,177		59,184		5,726,780		5,785,964
Commercial real estate—investor		8,621		8,120		31,294		48,035		2,858,724		2,906,759
Real estate construction		1,644		1,527		9,922		13,093		642,288		655,381

Commercial real estate lending		10,265		9,647		41,216		61,128		3,501,012		3,562,140

Total commercial		40,305		14,614		65,393		120,312		9,227,792		9,348,104
Home equity		11,607		5,905		28,570		46,082		2,173,412		2,219,494
Installment		1,453		950		1,599		4,002		462,725		466,727
Residential mortgage		10,608		5,251		38,883		54,742		3,321,955		3,376,697

Total consumer		23,668		12,106		69,052		104,826		5,958,092		6,062,918

Total loans	$	63,973	$	26,720	$	134,445	$	225,138	$	15,185,884	$	15,411,022

*	The recorded investment in loans past due 90 days or more and still accruing totaled $2 million at December 31, 2012 (the same as the reported balances for the accruing loans noted above).

The following table presents impaired loans at March 31, 2013.


	Recorded Investment		Unpaid Principal Balance		Related Allowance		YTD Average Recorded Investment		YTD Interest Income Recognized*
	($ in Thousands)
Loans with a related allowance
Commercial and industrial	$	51,262	$	56,894	$	9,390	$	52,001	$	385
Commercial real estate—owner occupied		23,953		26,397		3,558		24,380		213
Lease financing		105		105		4		122		—

Commercial and business lending		75,320		83,396		12,952		76,503		598
Commercial real estate—investor		79,905		90,732		9,991		80,833		580
Real estate construction		12,610		16,506		3,370		12,917		67

Commercial real estate lending		92,515		107,238		13,361		93,750		647

Total commercial		167,835		190,634		26,313		170,253		1,245
Home equity		42,898		50,329		17,869		44,127		354
Installment		2,426		2,833		790		2,472		30
Residential mortgage		64,754		74,268		12,668		66,213		396

Total consumer		110,078		127,430		31,327		112,812		780

Total loans	$	277,913	$	318,064	$	57,640	$	283,065	$	2,025

Loans with no related allowance
Commercial and industrial	$	11,231	$	21,714	$	—	$	14,666	$	58
Commercial real estate—owner occupied		12,134		13,788		—		12,204		16
Lease financing		2,060		2,060		—		2,390		—

Commercial and business lending		25,425		37,562		—		29,260		74
Commercial real estate—investor		18,124		29,646		—		19,312		—
Real estate construction		15,096		20,771		—		15,415		—

Commercial real estate lending		33,220		50,417		—		34,727		—

Total commercial		58,645		87,979		—		63,987		74
Home equity		603		707		—		604		—
Installment		—		—		—		—		—
Residential mortgage		8,368		11,551		—		8,590		40

Total consumer		8,971		12,258		—		9,194		40

Total loans	$	67,616	$	100,237	$	—	$	73,181	$	114

Total
Commercial and industrial	$	62,493	$	78,608	$	9,390	$	66,667	$	443
Commercial real estate—owner occupied		36,087		40,185		3,558		36,584		229
Lease financing		2,165		2,165		4		2,512		—

Commercial and business lending		100,745		120,958		12,952		105,763		672
Commercial real estate—investor		98,029		120,378		9,991		100,145		580
Real estate construction		27,706		37,277		3,370		28,332		67

Commercial real estate lending		125,735		157,655		13,361		128,477		647

Total commercial		226,480		278,613		26,313		234,240		1,319
Home equity		43,501		51,036		17,869		44,731		354
Installment		2,426		2,833		790		2,472		30
Residential mortgage		73,122		85,819		12,668		74,803		436

Total consumer		119,049		139,688		31,327		122,006		820

Total loans	$	345,529	$	418,301	$	57,640	$	356,246	$	2,139

*	Interest income recognized included $1 million of interest income recognized on accruing restructured loans for the three months ended March 31, 2013.

The following table presents impaired loans at December 31, 2012.


	Recorded Investment		Unpaid Principal Balance		Related Allowance		YTD Average Recorded Investment		YTD Interest Income Recognized*
	($ in Thousands)
Loans with a related allowance
Commercial and industrial	$	57,985	$	65,521	$	13,741	$	56,508	$	2,187
Commercial real estate—owner occupied		24,600		27,700		3,811		26,531		1,043
Lease financing		7		7		—		120		—

Commercial and business lending		82,592		93,228		17,552		83,159		3,230
Commercial real estate—investor		80,766		96,581		9,687		85,642		2,891
Real estate construction		16,299		22,311		3,411		19,122		437

Commercial real estate lending		97,065		118,892		13,098		104,764		3,328

Total commercial		179,657		212,120		30,650		187,923		6,558
Home equity		47,113		54,456		24,580		50,334		1,962
Installment		2,491		2,847		1,155		2,773		172
Residential mortgage		72,408		81,959		12,906		76,989		2,211

Total consumer		122,012		139,262		38,641		130,096		4,345

Total loans	$	301,669	$	351,382	$	69,291	$	318,019	$	10,903

Loans with no related allowance
Commercial and industrial	$	9,337	$	16,339	$	—	$	10,883	$	229
Commercial real estate—owner occupied		13,506		16,582		—		14,425		68
Lease financing		3,024		3,024		—		3,896		—

Commercial and business lending		25,867		35,945		—		29,204		297
Commercial real estate—investor		19,581		28,531		—		20,490		173
Real estate construction		15,533		24,724		—		18,350		109

Commercial real estate lending		35,114		53,255		—		38,840		282

Total commercial		60,981		89,200		—		68,044		579
Home equity		2,070		2,269		—		2,164		36
Installment		—		—		—		—		—
Residential mortgage		9,235		12,246		—		11,566		208

Total consumer		11,305		14,515		—		13,730		244

Total loans	$	72,286	$	103,715	$	—	$	81,774	$	823

Total
Commercial and industrial	$	67,322	$	81,860	$	13,741	$	67,391	$	2,416
Commercial real estate—owner occupied		38,106		44,282		3,811		40,956		1,111
Lease financing		3,031		3,031		—		4,016		—

Commercial and business lending		108,459		129,173		17,552		112,363		3,527
Commercial real estate—investor		100,347		125,112		9,687		106,132		3,064
Real estate construction		31,832		47,035		3,411		37,472		546

Commercial real estate lending		132,179		172,147		13,098		143,604		3,610

Total commercial		240,638		301,320		30,650		255,967		7,137
Home equity		49,183		56,725		24,580		52,498		1,998
Installment		2,491		2,847		1,155		2,773		172
Residential mortgage		81,643		94,205		12,906		88,555		2,419

Total consumer		133,317		153,777		38,641		143,826		4,589

Total loans	$	373,955	$	455,097	$	69,291	$	399,793	$	11,726

*	Interest income recognized included $6 million of interest income recognized on accruing restructured loans for the year ended December 31, 2012.

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are generally placed on nonaccrual status when contractually past due 90 days or more as to interest or principal payments, unless the loan is well secured and in the process of collection. Additionally, whenever management becomes aware of facts or circumstances that may adversely impact the collectability of principal or interest on loans, it is management’s practice to place such loans on nonaccrual status immediately, rather than delaying such action until the loans become 90 days past due. When a loan is placed on nonaccrual status, previously accrued and uncollected interest is reversed, amortization of related deferred loan fees or costs is suspended, and income is recorded only to the extent that interest payments are subsequently received in cash and a determination has been made that the principal and interest of the loan is collectible. If collectability of the principal and interest is in doubt, payments received are applied to loan principal.

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

Troubled Debt Restructurings (“Restructured Loans”):

Loans are considered restructured loans if concessions have been granted to borrowers that are experiencing financial difficulty. The concessions granted generally involve the modification of terms of the loan, such as changes in payment schedule or interest rate, which generally would not otherwise be considered. Restructured loans can involve loans remaining on nonaccrual, moving to nonaccrual, or continuing on accrual status, depending on the individual facts and circumstances of the borrower. Nonaccrual restructured loans are included and treated with all other nonaccrual loans. In addition, all accruing restructured loans are reported as troubled debt restructurings, which are considered and accounted for as impaired loans. Generally, restructured loans remain on nonaccrual until the customer has attained a sustained period of repayment performance under the modified loan terms (generally a minimum of six months). However, performance prior to the restructuring, or significant events that coincide with the restructuring, are considered in assessing whether the borrower can meet the new terms and whether the loan should be returned to or maintained on accrual status. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, the loan remains on nonaccrual status. The Corporation had a $12 million recorded investment in loans modified in a troubled debt restructuring for the three months ended March 31, 2013, of which, $8 million were in accrual status and $4 million were in nonaccrual pending a sustained period of repayment.

As of March 31, 2013 and December 31, 2012, there were $68 million and $81 million, respectively, of nonaccrual restructured loans, and $120 million and $121 million, respectively, of performing restructured loans, included within impaired loans. All restructured loans are considered impaired in the calendar year of restructuring. In subsequent years, a restructured loan may cease being classified as impaired if the loan was modified at a market rate and has performed according to the modified terms for at least six months. A loan that has been modified at a below market rate will return to performing status if it satisfies the six month performance requirement; however, it will remain classified as a restructured loan. The following table presents nonaccrual and performing restructured loans by loan portfolio.


	March 31, 2013				December 31, 2012
	Performing Restructured Loans		Nonaccrual Restructured Loans *		Performing Restructured Loans		Nonaccrual Restructured Loans *
	($ in Thousands)
Commercial and industrial	$	29,251	$	9,221	$	28,140	$	12,496
Commercial real estate—owner occupied		12,888		10,407		13,852		11,514
Commercial real estate—investor		41,253		20,446		41,660		25,221
Real estate construction		5,540		5,494		4,530		6,798
Home equity		9,556		7,207		9,968		6,698
Installment		664		665		653		674
Residential mortgage		20,941		14,371		22,284		17,189

Total	$	120,093	$	67,811	$	121,087	$	80,590

*	Nonaccrual restructured loans have been included with nonaccrual loans.

The following table provides the number of loans modified in a troubled debt restructuring by loan portfolio during the three months ended March 31, 2013 and the year ended December 31, 2012, respectively, and the recorded investment and unpaid principal balance as of March 31, 2013 and December 31, 2012, respectively.


	Three Months Ended March 31, 2013						Year Ended December 31, 2012
	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		22	$	2,844	$	5,315		85	$	12,827	$	15,834
Commercial real estate—owner occupied		3		2,217		2,228		27		11,978		12,766
Commercial real estate—investor		5		2,035		2,087		25		12,379		13,569
Real estate construction		5		1,960		1,980		31		2,955		3,549
Home equity		28		1,301		1,385		111		4,870		6,143
Installment		1		175		175		13		298		302
Residential mortgage		25		1,564		1,842		121		14,292		16,787

Total		89	$	12,096	$	15,012		413	$	59,599	$	68,950

(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 months ended March 31, 2013, restructured loan modifications of commercial loans primarily included maturity date extensions and payment schedule modifications. Restructured loan modifications of consumer loans primarily included maturity date extensions, interest rate concessions, payment schedule modifications, non-reaffirmed Chapter 7 bankruptcies, or a combination of these concessions for the three months ended March 31, 2013.

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 months ended March 31, 2013 and the year ended December 31, 2012, respectively, as well as the recorded investment in these restructured loans as of March 31, 2013 and December 31, 2012, respectively.


	Three Months Ended March 31, 2013				Year Ended December 31, 2012
	Number of Loans		Recorded Investment		Number of Loans		Recorded Investment
	($ in Thousands)
Commercial and industrial		7	$	1,170		16	$	1,736
Commercial real estate—owner occupied		1		74		10		4,729
Commercial real estate—investor		3		1,781		13		10,854
Real estate construction		—		—		5		1,695
Home equity		3		109		14		2,049
Installment		—		—		1		12
Residential mortgage		3		624		10		1,499

Total		17	$	3,758		69	$	22,574

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 7: Goodwill and Other Intangible Assets

Goodwill: Goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis. In addition, goodwill is tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Corporation conducted its annual impairment testing in May 2012. The 2012 annual impairment test indicated that the estimated fair value exceeded the carrying value (including goodwill) for all of the reporting units. Therefore, a step two analysis was not required for these reporting units and no impairment charge was recorded. There were no impairment charges recorded in 2012, or through March 31, 2013. It is possible that a future conclusion could be reached that all or a portion of the Corporation’s goodwill may be impaired, in which case a non-cash charge for the amount of such impairment would be recorded in earnings. Such a charge, if any, would have no impact on tangible capital and would not affect the Corporation’s “well-capitalized” designation.

At March 31, 2013, the Corporation had goodwill of $929 million, including goodwill of $428 million assigned to the Commercial Banking reporting unit and goodwill of $501 million assigned to the Consumer Banking reporting unit. There was no change in the carrying amount of goodwill during 2012 or through the first quarter of 2013.

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


	Three Months Ended March 31, 2013			Year Ended December 31, 2012
	($ in Thousands)
Core deposit intangibles:
Gross carrying amount	$	41,831		$	41,831
Accumulated amortization		(34,824	)		(34,044	)

Net book value	$	7,007		$	7,787

Amortization during the period	$	780		$	3,229
Other intangibles:
Gross carrying amount	$	19,283		$	19,283
Accumulated amortization		(12,074	)		(11,843	)

Net book value	$	7,209		$	7,440

Amortization during the period	$	231		$	966

The Corporation sells residential mortgage loans in the secondary market and typically retains the right to service the loans sold. Upon sale, a mortgage servicing rights asset is capitalized, which represents the current fair value of future net cash flows expected to be realized for performing servicing activities. Mortgage servicing rights, when purchased, are initially recorded at fair value. As the Corporation has not elected to subsequently measure any class of servicing assets under the fair value measurement method, the Corporation follows the amortization method. Mortgage servicing rights are amortized in proportion to and over the period of estimated net servicing income, and assessed for impairment at each reporting date. Mortgage servicing rights are carried at the lower of the initial capitalized amount, net of accumulated amortization, or estimated fair value, and are included in other intangible assets, net, in the consolidated balance sheets.

The Corporation periodically evaluates its mortgage servicing rights asset for impairment. Impairment is assessed based on fair value at each reporting date using estimated prepayment speeds of the underlying mortgage loans serviced and stratifications based on the risk characteristics of the underlying loans (predominantly loan type and note interest rate). As mortgage interest rates fall, prepayment speeds are usually faster and the value of the mortgage servicing rights asset generally decreases, requiring additional valuation reserve. Conversely, as mortgage interest rates rise, prepayment speeds are usually slower and the value of the mortgage servicing rights asset generally increases, requiring less valuation reserve. A valuation allowance is established, through a charge to earnings, to the extent the amortized cost of the mortgage servicing rights exceeds the estimated fair value by stratification. If it is

later determined that all or a portion of the temporary impairment no longer exists for a stratification, the valuation is reduced through a recovery to earnings. An other-than-temporary impairment (i.e., recoverability is considered remote when considering interest rates and loan pay off activity) is recognized as a write-down of the mortgage servicing rights asset and the related valuation allowance (to the extent a valuation allowance is available) and then against earnings. A direct write-down permanently reduces the carrying value of the mortgage servicing rights asset and valuation allowance, precluding subsequent recoveries. The Corporation recorded an other-than-temporary impairment of $15 million on mortgage servicing rights by reducing the capitalized costs and the valuation allowance on mortgage servicing rights during 2012 due to the uncertainty of the recoverability of the valuation allowance on mortgage servicing rights associated with the long-term, consistently low rate environment. See Note 12, “Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities,” for a discussion of the recourse provisions on serviced residential mortgage loans. See Note 13, “Fair Value Measurements,” which further discusses fair value measurement relative to the mortgage servicing rights asset.

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


	Three Months Ended March 31, 2013			Year Ended December 31, 2012
	($ in Thousands)
Mortgage servicing rights:
Mortgage servicing rights at beginning of period	$	61,425		$	75,855
Additions		5,902			23,528
Amortization		(4,989	)		(23,348	)
Other-than-temporary impairment		—			(14,610	)

Mortgage servicing rights at end of period	$	62,338		$	61,425

Valuation allowance at beginning of period		(15,476	)		(27,703	)
(Additions) / Recoveries, net		5,216			(2,383	)
Other-than-temporary impairment		—			14,610

Valuation allowance at end of period		(10,260	)		(15,476	)

Mortgage servicing rights, net	$	52,078		$	45,949

Fair value of mortgage servicing rights	$	52,078		$	45,949
Portfolio of residential mortgage loans serviced for others (“servicing portfolio”)		7,585,000			7,453,000
Mortgage servicing rights, net to servicing portfolio		0.69	%		0.62	%
Mortgage servicing rights expense ⁽¹⁾	$	(227	)	$	25,731

(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 for the next five years are based on existing asset balances, the current interest rate environment, and prepayment speeds as of March 31, 2013. 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)
Nine months ending December 31, 2013	$	2,300	$	700	$	10,300
Year ending December 31, 2014		2,900		900		10,900
Year ending December 31, 2015		1,400		800		8,400
Year ending December 31, 2016		300		800		6,600
Year ending December 31, 2017		100		800		5,300
Year ending December 31, 2018		—		700		4,200

NOTE 8: Short and Long-Term Funding

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


	March 31,		December 31,
	2013		2012
	($ in Thousands)
Short-Term Funding
Federal funds purchased	$	108,935	$	71,385
Securities sold under agreements to repurchase		621,920		679,070

Federal funds purchased and securities sold under agreements to repurchase		730,855		750,455
Federal Home Loan Bank (“FHLB”) advances		975,000		1,525,000
Commercial paper		63,697		51,484

Other short-term funding		1,038,697		1,576,484

Total short-term funding	$	1,769,552	$	2,326,939

Long-Term Funding
FHLB advances	$	300,364	$	400,375
Senior notes, at par		585,000		585,000
Subordinated debt, at par		25,821		25,821
Other long-term funding and capitalized costs		3,878		4,150

Total long-term funding	$	915,063	$	1,015,346

Total short and long-term funding	$	2,684,615	$	3,342,285

Short-term funding:

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

Long-term funding:

FHLB advances: At March 31, 2013, the long-term FHLB advances had a weighted-average interest rate of 1.80%, compared to 1.79% at December 31, 2012. These advances all had fixed interest rates at both March 31, 2013 and December 31, 2012. The long-term FHLB advances include $300 million which will mature during the second quarter of 2013.

Senior notes: In March 2011, the Corporation issued $300 million of senior notes at a discount. In September 2011, the Corporation issued an additional $130 million of senior notes at a premium. The 2011 senior note issuances mature on March 28, 2016 and have a fixed coupon interest rate of 5.125%. In September 2012, the Corporation issued $155 million of senior notes at a discount. The 2012 senior note issuance matures on March 12, 2014 and has a fixed coupon interest rate of 1.875%.

Subordinated debt: In September 2008, the Corporation issued $26 million of 10-year subordinated debt with a 5-year no-call provision. The subordinated debt was issued at a discount, has a fixed coupon interest rate of 9.25%, and is callable beginning in September 2013. Subordinated debt qualifies under the risk-based capital guidelines as Tier 2 supplementary capital for regulatory purposes, and is discounted in accordance with regulations when the debt has five years or less remaining to maturity.

NOTE 9: Income Taxes

For both the first quarter of 2013 and the first quarter of 2012, the Corporation recognized income tax expense of $21 million. The effective tax rate was 31.06% for the first quarter of 2013, compared to an effective tax rate of 32.70% for the first quarter of 2012.

NOTE 10: Derivative and Hedging Activities

The Corporation facilitates customer borrowing activity by providing various interest rate risk management solutions through its capital markets area. To date, all of the notional amounts of customer transactions have been matched with a mirror swap with another counterparty. The Corporation also uses derivative instruments to hedge the variability in interest payments or protect the value of certain assets and liabilities recorded on its consolidated balance sheet from changes in interest rates. The predominant derivative and hedging activities include interest rate-related instruments (swaps, caps, collars, and corridors), foreign currency exchange forwards, written options, purchased options, and certain mortgage banking activities. The contract or notional amount of a derivative is used to determine, along with the other terms of the derivative, the amounts to be exchanged between the counterparties. The Corporation is exposed to credit risk in the event of nonperformance by counterparties to financial instruments. To mitigate the counterparty risk, interest rate-related instruments generally contain language outlining collateral pledging requirements for each counterparty. Collateral must be posted when the market value exceeds certain threshold limits which are determined from the credit ratings of each counterparty. The Corporation was required to pledge $61 million of investment securities as collateral at March 31, 2013, and pledged $70 million of investment securities as collateral at December 31, 2012.

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

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
March 31, 2013
Interest rate-related instruments — customer and mirror	$	1,749,892	$	63,453		Trading assets		1.26	%		1.26	%		46 months
Interest rate-related instruments — customer and mirror		1,749,892		(68,833	)	Trading liabilities		1.26			1.26			46 months
Interest rate lock commitments (mortgage)		432,426		5,268		Other assets		—			—			—
Forward commitments (mortgage)		438,500		(843	)	Other liabilities		—			—			—
Foreign currency exchange forwards		48,456		1,561		Trading assets		—			—			—
Foreign currency exchange forwards		43,167		(1,403	)	Trading liabilities		—			—			—
Purchased options (time deposit)		112,065		5,637		Other assets		—			—			—
Written options (time deposit)		112,065		(5,637	)	Other liabilities		—			—			—
December 31, 2012
Interest rate-related instruments — customer and mirror	$	1,728,545	$	69,370		Trading assets		1.30	%		1.30	%		47 months
Interest rate-related instruments — customer and mirror		1,728,545		(75,131	)	Trading liabilities		1.30			1.30			47 months
Interest rate lock commitments (mortgage)		351,786		7,794		Other assets		—			—			—
Forward commitments (mortgage)		520,000		(147	)	Other liabilities		—			—			—
Foreign currency exchange forwards		39,763		1,341		Trading assets		—			—			—
Foreign currency exchange forwards		35,745		(1,212	)	Trading liabilities		—			—			—
Purchased options (time deposit)		111,262		3,620		Other assets		—			—			—
Written options (time deposit)		111,262		(3,620	)	Other liabilities		—			—			—

(1)	Reflects the weighted average receive rate and pay rate for the interest rate-related instruments only.

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


	Income Statement Category of	Gain / (Loss)
	Gain / (Loss) Recognized in Income	Recognized in Income
		($ in Thousands)
Three Months Ended March 31, 2013
Interest rate-related instruments — customer and mirror, net	Capital market fees, net	$	381
Interest rate lock commitments (mortgage)	Mortgage banking, net		(2,526	)
Forward commitments (mortgage)	Mortgage banking, net		(696	)
Foreign currency exchange forwards	Capital market fees, net		29
Three Months Ended March 31, 2012
Interest rate-related instruments — customer and mirror, net	Capital market fees, net	$	755
Interest rate lock commitments (mortgage)	Mortgage banking, net		2,184
Forward commitments (mortgage)	Mortgage banking, net		3,884
Foreign currency exchange forwards	Capital market fees, net		(121	)

Free standing derivatives

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

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

Mortgage derivatives

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

Foreign currency derivatives

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

Written and purchased option derivatives (time deposit)

The Corporation periodically enters into written and purchased option derivative instruments to facilitate an equity linked time deposit product (the “Power CD”). The Power CD is a time deposit that provides the purchaser a guaranteed return of principal at maturity plus a potential equity return (a written option), while the Corporation receives 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.

Other derivatives

During the second quarter of 2012, the Corporation began entering into covered call options. Under covered call options, the Corporation will sell options to a bank or dealer for the right to purchase certain securities held within the Corporation’s investment securities portfolio. These option transactions are designed primarily to increase the total return associated with the investment securities portfolio. These options do not qualify as hedges, and, accordingly, the changes in fair value of these contracts are recognized in interest income. There were no covered call options outstanding as of March 31, 2013 or December 31, 2012.

NOTE 11: Balance Sheet Offsetting

Interest Rate Swap Agreements (“Swap Agreements”)

The Corporation enters into swap agreements to facilitate the interest rate risk management strategies of commercial customers. The Corporation mitigates this risk by entering into equal and offsetting swap agreements with highly rated third party financial institutions. The swap agreements are free-standing derivatives and are recorded at fair value in the Company’s consolidated balance sheet. The Corporation is party to master netting arrangements with its financial institution counterparties; however, the Company 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 swap 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, is posted by the counterparty with net liability positions in accordance with contract thresholds. See Note 10 for additional information on the Corporation’s derivative and hedging activities.

Securities Sold Under Agreements to Repurchase (“Repurchase Agreements”)

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

The following table presents the assets and liabilities subject to an enforceable master netting arrangement as of March 31, 2013 and December 31, 2012. The swap agreements we have with our commercial customers are not subject to an enforceable master netting arrangement, and therefore, are excluded from this table.


					Net amounts		Groos amounts not offset in the
	Gross		Gross amounts		presented in		balance sheet
	amounts		offset in the		the balance		Financial
March 31,2013	recognized		balance sheet		sheet		instruments			Collateral			Net amount
	($ in Thousands)

Derivative assets:
Interest rate-related instruments		63		—		63		(63	)		—			—
Derivative liabilities:
Interest rate-related instruments		66,771		—		66,771		(63	)		(59,536	)		7,172


					Net amounts		Groos amounts not offset in the
	Gross		Gross amounts		presented in		balance sheet
	amounts		offset in the		the balance		Financial
December 31, 2012	recognized		balance sheet		sheet		instruments			Collateral			Net amount
	($ in Thousands)

Derivative assets:
Interest rate-related instruments		66		—		66		(66	)		—			—
Derivative liabilities:
Interest rate-related instruments		73,067		—		73,067		(66	)		(67,331	)		5,670

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


	March 31, 2013		December 31, 2012
	($ in Thousands)
Commitments to extend credit, excluding commitments to originate residential mortgage loans held for sale ⁽¹⁾⁽²⁾	$	5,504,835	$	5,526,326
Commercial letters of credit ⁽¹⁾		131,905		85,689
Standby letters of credit ⁽³⁾		276,978		303,705

(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 March 31, 2013 or December 31, 2012.

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

(3)	The Corporation has established a liability of $4 million at both March 31, 2013 and December 31, 2012, 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. As of March 31, 2013 and December 31, 2012, the Corporation had a reserve for losses on unfunded commitments totaling $21 million and $22 million, respectively, included in other liabilities on the consolidated balance sheets.

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

Other Commitments

The Corporation has principal investment commitments to provide capital-based financing to private and public companies through either direct investments in specific companies or through investment funds and partnerships. The timing of future cash requirements to fund such commitments is generally dependent on the investment cycle, whereby privately held companies are funded by private equity investors and ultimately sold, merged, or taken public through an initial offering, which can vary based on overall market conditions, as well as the nature and type of industry in which the companies operate. The Corporation also invests in low-income housing, small-business commercial real estate, new market tax credit projects, and historic tax credit projects to promote the revitalization of low-to-moderate-income neighborhoods throughout the local communities of its bank subsidiary. As a limited partner in these unconsolidated projects, the Corporation is allocated tax credits and deductions associated with the underlying projects. The aggregate carrying value of these investments at March 31, 2013 was $34 million, included in other assets on the consolidated balance sheets, compared to $35 million at December 31, 2012. Related to these investments, the Corporation had remaining commitments to fund of $17 million at March 31, 2013 and $18 million at December 31, 2012, respectively.

Contingent Liabilities

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

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

Resolution of legal claims are 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 putative class action lawsuit, Harris v. Associated Bank, N.A. (the “Bank”), was filed in the United States District Court for the Western District of Wisconsin in April 2010, alleging that the Bank unfairly assessed and collected overdraft fees and seeking restitution of the overdraft fees, compensatory, consequential and punitive damages, and costs. The case was subsequently consolidated into the Multi District Litigation (“MDL”), In re: Checking Account Overdraft Litigation MDL No. 2036 in the United States District Court for the Southern District of Florida. A settlement agreement which requires payment by the Bank of $13 million for a full and complete release of all claims brought against the Bank received preliminary approval from the court on July 26, 2012. In the second quarter of 2012, the Bank settled with an insurer for $2.5 million as contribution to the settlement amount and received approximately $1.5 million as partial reimbursement for defense costs. By entering into such an agreement, we have not admitted any liability with respect to the lawsuit. The settlement amount was previously accrued for in the financial statements.

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. At this early stage of the lawsuit, 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. The Bank intends to vigorously defend this lawsuit. 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.

Residential mortgage loans sold to others are predominantly conventional residential first lien mortgages originated under our usual underwriting procedures, and are most often sold on a nonrecourse basis, primarily to the government-sponsored enterprises (“GSEs”). The Corporation’s agreements to sell residential mortgage loans in the normal course of business usually require certain representations and warranties on the underlying loans sold, related to credit information, loan documentation, collateral, and insurability. Subsequent to being sold, if a material underwriting deficiency or documentation defect is discovered, the Corporation may be obligated to repurchase the loan or reimburse the GSE’s for losses incurred (collectively, “make whole requests”). The make whole requests and any related risk of loss under the representations and warranties are largely driven by borrower performance. As a result of make whole requests, the Corporation has repurchased loans with principal balances of $2 million and $3 million and paid loss reimbursement claims of $2 million and $4 million during the three months ended March 31, 2013 and the year ended December 31, 2012, respectively. Make whole requests and claims had been relatively modest prior to 2012; however, similar to other banks, this activity steadily increased during the second half of 2012 and into the first quarter of 2013, and therefore, the Corporation had repurchase reserve for potential claims on loans previously sold of $4 million at March 31, 2013, compared to $3 million at December 31, 2012. Make whole requests during 2012 and the first quarter of 2013 generally arose from loans sold during the period January 1, 2006 to March 31, 2013, which totaled $15.9 billion at the time of sale, and consisted primarily of loans sold to GSE’s. As of March 31, 2013, approximately $6.9 billion of these sold loans remain outstanding. Management will continue to monitor this activity in 2013 and its impact on the reserve. The following summarizes the changes in the mortgage repurchase reserve.


	For the Three Months Ended March 31, 2013			For the Year Ended December 31, 2012
	($ in Thousands)
Balance at beginning of period	$	3,300		$	—
Repurchase provision expense		2,985			7,109
Charge offs		(1,885	)		(3,809	)

Balance at end of period	$	4,400		$	3,300

The Corporation may 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 March 31, 2013, and December 31, 2012, there were approximately $61 million and $79 million, respectively, of residential mortgage loans sold with such recourse risk. There have been limited instances of repurchase for recourse under the limited recourse criteria.

In October 2004, the Corporation acquired a thrift. Prior to the acquisition, this thrift retained a subordinate position to the FHLB in the credit risk on the underlying residential mortgage loans it sold to the FHLB in exchange for a monthly credit enhancement fee. The Corporation has not sold loans to the FHLB with such credit risk retention since February 2005. At March 31, 2013 and December 31, 2012, there were $295 million and $321 million, respectively, of such residential mortgage loans with credit risk recourse, upon which there have been negligible historical losses to the Corporation.

For certain mortgage loans originated by the Corporation, borrowers may be required to obtain Private Mortgage Insurance (“PMI”) provided by third-party insurers. The Corporation entered into reinsurance treaties with certain PMI carriers which provided, among other things, for a sharing of losses within a specified range of the total PMI coverage in exchange for a portion of the PMI premiums. The Corporation’s reinsurance treaties typically provide that the Corporation will assume liability for losses once they exceed 5% of the aggregate risk exposure up to a maximum of 10% of the aggregate risk exposure. As of January 1, 2009, the Corporation discontinued providing reinsurance coverage for new loans in exchange for a portion of the PMI premium. During the first quarter of 2013, the Corporation terminated its reinsurance treaties with two of the three PMI mortgage reinsurance carriers. As a result, the Corporation’s estimated liability for reinsurance losses declined to $1 million at March 31, 2013, compared to $8 million at December 31, 2012. At March 31, 2013, the Corporation’s potential risk exposure was approximately $2 million.

Regulatory Matters

During the first quarter of 2012, the Bank entered into a Consent Order with the OCC regarding its BSA compliance. The Consent Order required the Bank to create a BSA-focused action plan, supplement existing customer due diligence policies and procedures, perform a BSA risk assessment and complete independent testing. The Bank has been working cooperatively with the OCC, and management believes it is in compliance with the Consent Order. In connection with this matter, the Bank may be subject to civil money penalties.

NOTE 13: Fair Value Measurements

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


Level 1 inputs		Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Corporation has the ability to access.

Level 2 inputs		Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.

Level 3 inputs		Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity.

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

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

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

The discounted cash flow analysis component in the fair value measurements reflects the contractual terms of the derivative financial instruments, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. More specifically, the fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments), with the variable cash payments (or receipts) based on an expectation of future

interest rates (forward curves) derived from observable market interest rate curves. Likewise, the fair values of interest rate options (i.e., interest rate caps, collars, and corridors) 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.

As of January 1, 2013, the Corporation changed its valuation methodology for interest-rate related derivative financial instruments to discount cash flows based on Overnight Index Swap (“OIS”) rates. Fully collateralized trades are discounted using OIS with no additional economic adjustments to arrive at fair value. Under-collateralized or partially collateralized trades are also discounted at OIS, but include appropriate economic adjustments for funding costs (i.e., a LIBOR-OIS basis adjustment to approximate uncollateralized cost of funds) and credit risk. The Corporation is making the changes to better align its inputs, assumptions, and pricing methodologies with those used in its principal market by most dealers and major market participants. The changes in valuation methodology are immaterial to the Corporation’s results of operations, financial position, and liquidity.

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 March 31, 2013, and December 31, 2012, and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments. Therefore, the Corporation has determined that the fair value measures of its derivative financial instruments in their entirety are classified within Level 2 of the fair value hierarchy.

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

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

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

Mortgage servicing rights : Mortgage servicing rights do not trade in an active, open market with readily observable prices. While sales of mortgage servicing rights do occur, the precise terms and conditions typically are not readily available to allow for a “quoted price for similar assets” comparison. Accordingly, the Corporation utilizes an independent valuation from a third party which uses a discounted cash flow model to estimate the fair value of its mortgage servicing rights. The valuation model incorporates prepayment assumptions to project mortgage servicing rights cash flows based on the current interest rate scenario, which is then discounted to estimate an expected fair value of the mortgage servicing rights. The valuation model considers portfolio characteristics of the underlying mortgages, contractually specified servicing fees, prepayment assumptions, discount rate assumptions, delinquency rates, late charges, other ancillary revenue, costs to service, and other economic factors. The Corporation periodically reviews and assesses the underlying inputs and assumptions used in the model. In addition, the Corporation compares its fair value estimates and assumptions to observable market data for mortgage servicing rights, where available, and to recent market activity and actual portfolio experience. Due to the nature of the valuation inputs, mortgage servicing rights are classified within Level 3 of the fair value hierarchy. The Corporation uses the amortization method (i.e., lower of amortized cost or estimated fair value measured on a nonrecurring basis), not fair value measurement accounting, for its mortgage servicing rights assets. See Note 7, “Goodwill and Other Intangible Assets,” 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 March 31, 2013 and December 31, 2012, 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
	March 31, 2013		Level 1		Level 2		Level 3
	($ in Thousands)
Assets:
Investment securities available for sale:
U.S. Treasury securities	$	1,004	$	1,004	$	—	$	—
Obligations of state and political subdivisions (municipal securities)		777,287		—		777,287		—
Residential mortgage-related securities		3,786,760		—		3,786,760		—
Commercial mortgage-related securities (Government agency)		300,639		—		300,639		—
Other securities (debt and equity)		84,627		1,990		82,126		511

Total investment securities available for sale	$	4,950,317	$	2,994	$	4,946,812	$	511
Derivatives (trading and other assets)	$	75,919	$	—	$	70,651	$	5,268

Liabilities:
Derivatives (trading and other liabilities)	$	76,716	$	—	$	75,873	$	843


			Fair Value Measurements Using
	December 31, 2012		Level 1		Level 2		Level 3
	($ in Thousands)
Assets:
Investment securities available for sale:
U.S. Treasury securities	$	1,004	$	1,004	$	—	$	—
Obligations of state and political subdivisions (municipal securities)		801,188		—		801,188		—
Residential mortgage-related securities		3,804,304		—		3,804,304		—
Commercial mortgage-related securities (Government agency)		228,166		—		228,166		—
Other securities (debt and equity)		92,096		2,841		88,775		480

Total investment securities available for sale	$	4,926,758	$	3,845	$	4,922,433	$	480
Derivatives (trading and other assets)	$	82,125	$	—	$	74,331	$	7,794

Liabilities:
Derivatives (trading and other liabilities)	$	80,110	$	—	$	79,963	$	147

The table below presents a rollforward of the balance sheet amounts for the year ended December 31, 2012 and the three months ended March 31, 2013, for financial instruments measured on a recurring basis and classified within Level 3 of the fair value hierarchy.

Assets and Liabilities Measured at Fair Value

Using Significant Unobservable Inputs (Level 3)


($ in Thousands)	Investment Securities Available for Sale			Derivative Financial Instruments
Balance December 31, 2011	$	856		$	(200	)
Total net gains included in income:
Mortgage derivative gain		—			7,847
Total net gains included in other comprehensive income:
Unrealized investment securities gains		49			—
Sales of investment securities		(425	)		—

Balance December 31, 2012	$	480		$	7,647

Total net losses included in income:
Mortgage derivative loss		—			(3,222	)
Total net gains included in other comprehensive income:
Unrealized investment securities gains		31			—

Balance March 31, 2013	$	511		$	4,425

For Level 3 assets and liabilities measured at fair value on a recurring or nonrecurring basis as of March 31, 2013, the Corporation utilized the following valuation techniques and significant unobservable inputs.

Investment securities available for sale – other securities (debt and equity): In valuing the investment securities available for sale classified within Level 3, the Corporation utilized a discounted cash flow model and incorporated its own assumptions about future cash flows and discount rates adjusting for credit and liquidity factors. The Corporation also reviewed the underlying collateral and other relevant data in developing the assumptions for these investment securities. The significant unobservable input used within the discounted cash flow analysis was the discount rate, which was based on the 3 month LIBOR forward curve (the 3 month LIBOR forward ranged from 0.35% to 3.07%) plus the investment security spread, at March 31, 2013.

Derivative financial instruments (mortgage derivative – interest rate lock commitments to originate residential mortgage loans held for sale) : The significant unobservable input used in the fair value measurement of the Corporation’s mortgage derivative interest rate lock commitments (“IRLC”) is the closing ratio, which represents the percentage of loans currently in a lock position which

management estimates will ultimately close. Typically the higher the closing ratio on the IRLC’s will result in an increase in the fair value if in a gain position or a decrease in fair value if in a loss position. The closing ratio calculation takes into consideration historical data and loan-level data, (particularly the change in the current interest rates from the time of initial rate lock). The closing ratio is periodically reviewed for reasonableness and reported to Mortgage Risk Management Committee. At March 31, 2013, the closing ratio was 85%.

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 discounts of 0% to 50%.

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 20.1% and 9.6% at March 31, 2013, respectively. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement. Although the prepayment rate and discount rate are not directly interrelated, they will generally move in opposite directions.

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

The table below presents the Corporation’s loans held for sale, impaired loans, and mortgage servicing rights measured at fair value on a nonrecurring basis as of March 31, 2013 and December 31, 2012, 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
	March 31, 2013		Level 1		Level 2		Level 3
	($ in Thousands)
Assets:
Loans held for sale	$	173,389	$	—	$	173,389	$	—
Impaired loans ⁽¹⁾		111,337		—		—		111,337
Mortgage servicing rights		52,078		—		—		52,078


			Fair Value Measurements Using
	December 31, 2012		Level 1		Level 2		Level 3
	($ in Thousands)
Assets:
Loans held for sale	$	261,410	$	—	$	261,410	$	—
Impaired loans ⁽¹⁾		115,741		—		—		115,741
Mortgage servicing rights		45,949		—		—		45,949

(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 three months of 2013 and the full year 2012, 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 $12 million for the first three months of 2013 and $47 million for the year ended December 31, 2012, respectively. In addition to other real estate owned measured at fair value upon initial recognition, the Corporation also recorded write-downs to the balance of other real estate owned for subsequent impairment of $1 million, $3 million, and $8 million to asset losses, net for the three months ended March 31, 2013 and 2012, and the year ended December 31, 2012, respectively.

Fair Value of Financial Instruments:

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

The estimated fair values of the Corporation’s financial instruments at March 31, 2013 and December 31, 2012, were as follows.


	March 31, 2013
	Carrying Amount		Fair Value		Fair Value Measurements Using
	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	($ in Thousands)
Financial assets:
Cash and due from banks	$	336,247	$	336,247	$	336,247	$	—	$	—
Interest-bearing deposits in other financial institutions		82,555		82,555		82,555		—		—
Federal funds sold and securities purchased under agreements to resell		8,600		8,600		8,600		—		—
Investment securities held to maturity		54,123		53,488		—		53,488		—
Investment securities available for sale		4,950,317		4,950,317		2,994		4,946,812		511
FHLB and Federal Reserve Bank stocks		152,490		152,490		—		152,490		—
Loans held for sale		173,389		174,279		—		174,279		—
Loans, net		15,264,639		14,949,361		—		—		14,949,361
Bank owned life insurance		559,525		559,525		—		559,525		—
Accrued interest receivable		71,612		71,612		71,612		—		—
Interest rate-related agreements ⁽¹⁾		63,453		63,453		—		63,453		—
Foreign currency exchange forwards		1,561		1,561		—		1,561		—
Interest rate lock commitments to originate residential mortgage loans held for sale		5,268		5,268		—		—		5,268
Purchased options (time deposit)		5,637		5,637		—		5,637		—
Financial liabilities:
Noninterest-bearing demand, savings, interest-bearing demand, and money market deposits	$	15,453,855	$	15,453,855	$	—	$	—	$	15,453,855
Brokered CDs and other time deposits		1,967,439		1,967,439		—		1,967,439		—
Short-term funding		1,769,552		1,769,552		—		1,769,552		—
Long-term funding		915,063		937,802		—		937,802		—
Accrued interest payable		2,932		2,932		2,932		—		—
Interest rate-related agreements ⁽¹⁾		68,833		68,833		—		68,833		—
Foreign currency exchange forwards		1,403		1,403		—		1,403		—
Standby letters of credit ⁽²⁾		4,009		4,009		—		4,009		—
Forward commitments to sell residential mortgage loans		843		843		—		—		843
Written options (time deposit)		5,637		5,637		—		5,637		—


	December 31, 2012
	Carrying Amount		Fair Value		Fair Value Measurements Using
	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	($ in Thousands)
Financial assets:
Cash and due from banks	$	563,304	$	563,304	$	563,304	$	—	$	—
Interest-bearing deposits in other financial institutions		147,434		147,434		147,434		—		—
Federal funds sold and securities purchased under agreements to resell		27,135		27,135		27,135		—		—
Investment securities held to maturity		39,877		39,679		—		39,679		—
Investment securities available for sale		4,926,758		4,926,758		3,845		4,922,433		480
FHLB and Federal Reserve Bank stocks		166,774		166,774		—		166,774		—
Loans held for sale		261,410		265,914		—		265,914		—
Loans, net		15,113,613		14,873,851		—		—		14,873,851
Bank owned life insurance		556,556		556,556		—		556,556		—
Accrued interest receivable		68,386		68,386		68,386		—		—
Interest rate-related agreements ⁽¹⁾		69,370		69,370		—		69,370		—
Foreign currency exchange forwards		1,341		1,341		—		1,341		—
Interest rate lock commitments to originate residential mortgage loans held for sale		7,794		7,794		—		—		7,794
Purchased options (time deposit)		3,620		3,620		—		3,620		—
Financial liabilities:
Noninterest-bearing demand, savings, interest-bearing demand, and money market deposits	$	14,941,971	$	14,941,971	$	—	$	—	$	14,941,971
Brokered CDs and other time deposits		1,997,894		1,997,894		—		1,997,894		—
Short-term funding		2,326,939		2,326,939		—		2,326,939		—
Long-term funding		1,015,346		1,041,550		—		1,041,550		—
Accrued interest payable		10,208		10,208		10,208		—		—
Interest rate-related agreements ⁽¹⁾		75,131		75,131		—		75,131		—
Foreign currency exchange forwards		1,212		1,212		—		1,212		—
Standby letters of credit ⁽²⁾		3,811		3,811		—		3,811		—
Forward commitments to sell residential mortgage loans		147		147		—		—		147
Written options (time deposit)		3,620		3,620		—		3,620		—

(1)	The commitment on standby letters of credit was $277 million and $304 million at March 31, 2013 and December 31, 2012, respectively. See Note 12 for additional information on the standby letters of credit and for information on the fair value of lending-related commitments.

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

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

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

Loans held for sale – The fair value estimation process for the loans held for sale portfolio is segregated by loan type. The estimated fair value of the residential mortgage loans held for sale was 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, and other installment. The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for similar maturities. The fair value analysis also included other assumptions to estimate fair value, intended to approximate those a market participant would use in an orderly transaction, with adjustments for discount rates, interest rates, liquidity, and credit spreads, as appropriate. In addition, as part of the annual goodwill impairment assessment, the Corporation may consult with an independent party as to the assumptions used and to determine that the Corporation’s valuation is consistent with the third party valuation.

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

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

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

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

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

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

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

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

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

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

Limitations – Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Corporation’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Corporation’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

NOTE 14: Retirement Plans

The Corporation has a noncontributory defined benefit retirement plan (the Retirement Account Plan (“RAP”)) covering substantially all full-time employees. The benefits are based primarily on years of service and the employee’s compensation paid. Employees of acquired entities generally participate in the RAP after consummation of the business combinations. The 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. The RAP and a smaller acquired plan that was frozen in December 31, 2004, 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 months ended March 31, 2013 and 2012, and for the full year 2012 were as follows.


	Three Months Ended March 31,						Year Ended December 31,
	2013			2012			2012
	($ in Thousands)
Components of Net Periodic Benefit Cost
Pension Plan:
Service cost	$	2,975		$	2,613		$	10,287
Interest cost		1,548			1,613			6,547
Expected return on plan assets		(4,305	)		(3,558	)		(14,713	)
Amortization of prior service cost		17			17			72
Amortization of actuarial loss		1,073			640			2,708
Settlement charge		—			—			408

Total net periodic benefit cost	$	1,308		$	1,325		$	5,309

Postretirement Plan:
Interest cost	$	40		$	47		$	182
Amortization of prior service cost		—			43			170

Total net periodic benefit cost	$	40		$	90		$	352

The Corporation’s funding policy is to pay at least the minimum amount required by the funding requirements of federal law and regulations, with consideration given to the maximum funding amounts allowed. The Corporation regularly reviews the funding of its Pension Plan. The Corporation made a contribution of $10 million to its Pension Plan in the first quarter of 2013.

NOTE 15: Segment Reporting

The Corporation utilizes a risk-based internal profitability measurement system to provide strategic business unit reporting. The profitability measurement system is based on internal management methodologies designed to produce consistent results and reflect the underlying economics of the units. Certain strategic business units have been combined for segment information reporting purposes where the nature of the products and services, the type of customer and the distribution of those products and services are similar. The three reportable segments are Commercial Banking, Consumer Banking, and Risk Management and Shared Services, with no segment representing more than half of the assets, liabilities or Tier 1 common equity of the Corporation as a whole.

The financial information of the Corporation’s segments has been compiled utilizing the accounting policies described in the Corporation’s 2012 annual report on Form 10-K with certain exceptions. The more significant of these exceptions are described herein. The Corporation allocates interest income or interest expense using a funds transfer pricing methodology that charges users of funds (assets) interest expense and credits providers of funds (liabilities, primarily deposits) with income based on the maturity, prepayment and / or repricing characteristics of the assets and liabilities. The net effect of this allocation is recorded in the Risk Management and Shared Services segment. A credit provision is allocated to segments based on the expected long-term annual net charge off rates attributable to the credit risk of loans managed by the segment during the period. In contrast, the level of the consolidated provision for loan losses is determined using the methodologies described in the Corporation’s 2012 annual report on Form 10-K to assess the overall appropriateness of the allowance for loan 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 adjusted for any tax-exempt income or non-deductible expenses. Equity is allocated to the segments based on regulatory capital requirements and in proportion to an assessment of the inherent risks associated with the business of the segment (including interest, credit and operating risk).

The management accounting policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to U.S. generally accepted accounting principles. As a result, reported segment results 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 2013, certain organization and methodology changes were made and, accordingly, 2012 results have been restated and presented on a comparable basis.

A description of each business segment is presented below.

Commercial Banking – The Commercial Banking segment serves a wide range of customers including, businesses, non-profits, municipalities, and financial institutions. Business customers in this segment include companies with a sales size from $10 million to over $500 million and delivery of services is provided through our regional and middle market units, our commercial real estate unit, as well as our specialized industries and commercial financial services area. The financial solutions provided to our customers include but are not limited to: (1) Lending solutions, such as business loans and lines of credit, business credit cards, commercial real estate financing, construction loans, letters of credit, leasing, and asset based lending. For our largest clients we also offer syndications to meet their lending needs (2) Deposit and cash management solutions such as business checking and interest-bearing deposit products, safe deposit and night depository services, liquidity solutions, payables and receivables solutions, and information services (3) Specialized financial services such as insurance and benefits related products and services, risk management, and international banking solutions. In serving the commercial banking segment we compete based on an in-depth understanding of our customers’ financial needs, the ability to match market competitive solutions to those needs, and the highest standards of relationship and service excellence in the delivery of these services.

Consumer Banking – The Consumer Banking segment serves individuals and small businesses (up to $10 million in sales size) through our various Retail Banking and Private Client offices, and provides companies of varying sizes with fiduciary services such as administration of pension, profit-sharing and other employee benefit plans, fiduciary and corporate agency services, and institutional asset management. The services provided to our individual and small business customers include but are not limited to: (1) Transactional solutions such as checking, debit and pre-paid cards, online banking and bill pay, and money transfer services (2) Lending solutions such as residential mortgages, home equity loans and lines of credit, business loans and lines, and personal and installment loans (3) Investable funds solutions such as savings, money market deposit accounts, IRA accounts, certificates of deposit, market linked certificates of deposit, fixed and variable annuities, full-service, discount and on-line investment brokerage; as well as trust and investment management accounts. In serving the consumer banking segment we compete based on providing a broad range of solutions to meet the needs of our customers in their entire financial lifecycle, convenient access to our services through multiple channels such as branches, phone based services, online and mobile banking, and a relationship based business model which assists our customers in navigating any changes and challenges in their financial circumstances.

Risk Management and Shared Services – The Risk Management and Shared Services segment includes Corporate Risk Management, Finance, Treasury, Operations and Technology functions, 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 company’s investment portfolio and capital includes both allocated as well as any remaining unallocated capital.

Information about the Corporation’s segments is presented below.

Segment Income Statement Data


($ in Thousands)	Commercial Banking			Consumer Banking			Risk Management and Shared Services			Consolidated Total
Three Months Ended March 31, 2013
Net interest income	$	77,184		$	79,262		$	1,207		$	157,653
Noninterest income		23,169			54,195			4,636			82,000

Total revenue		100,353			133,457			5,843			239,653
Credit provision *		12,435			4,944			(13,379	)		4,000
Noninterest expense		46,747			110,438			9,730			166,915

Income before income taxes		41,171			18,075			9,492			68,738
Income tax expense		14,410			6,326			614			21,350

Net income	$	26,761		$	11,749		$	8,878		$	47,388

Return on average allocated capital (ROT1CE) **		14.4	%		8.6	%		5.6	%		10.1	%

Three Months Ended March 31, 2012
Net interest income	$	71,373		$	79,534		$	3,761		$	154,668
Noninterest income		19,641			53,094			5,711			78,446

Total revenue		91,014			132,628			9,472			233,114
Credit provision *		10,925			4,873			(15,798	)		—
Noninterest expense		47,818			106,698			15,246			169,762

Income before income taxes		32,271			21,057			10,024			63,352
Income tax expense		11,295			7,370			2,054			20,719

Net income	$	20,976		$	13,687		$	7,970		$	42,633

Return on average allocated capital (ROT1CE) **		11.9	%		9.8	%		5.1	%		9.2	%

Segment Balance Sheet Data


($ in Thousands)	Commercial Banking		Consumer Banking		Risk Management and Shared Services		Consolidated Total
Average Balances for 1Q 2013
Average earning assets	$	8,156,150	$	7,298,554	$	5,226,215	$	20,680,919
Average loans		8,145,829		7,298,554		3,769		15,448,152
Average deposits		5,374,633		9,598,352		2,173,399		17,146,384
Average allocated capital (T1CE) **	$	754,399	$	554,672	$	547,360	$	1,856,431

Average Balances for 1Q 2012
Average earning assets	$	6,996,753	$	7,297,135	$	5,077,841	$	19,371,729
Average loans		6,993,699		7,297,135		19,607		14,310,441
Average deposits		4,278,618		9,506,024		1,215,925		15,000,567
Average allocated capital (T1CE) **	$	709,873	$	561,397	$	530,379	$	1,801,649

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

**	ROT1CE reflects return on average allocated Tier 1 common equity (“T1CE”). The ROT1CE for the Risk Management and Shared Services segment and the Consolidated Total is inclusive of the annualized effect of the preferred stock dividends and discount accretion.

Note 16: Accumulated Other Comprehensive Income (Loss)

The following table summarizes the components of accumulated other comprehensive income at March 31, 2013 and 2012, changes during the three month periods then ended, and reclassifications out of accumulated other comprehensive income during the three month periods ended March 31, 2013 and 2012, 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 plans are a component of personnel expense on the consolidated statements of income.


										Accumulated
	Securities			Defined						Other
	Available			Benefit						Comprehensive
	For Sale			Plans			Derivatives			Income
Balance January 1, 2013	$	86,109		$	(37,506	)		—		$	48,603
Other comprehensive loss before reclassifications		(9,931	)		—			—			(9,931	)
Amounts reclassified from accumulated other comprehensive income		(300	)		1,090			—			790
Income tax (expense) benefit		3,950			(421	)		—			3,529

Net other comprehensive income (loss) during period		(6,281	)		669			—			(5,612	)

Balance March 31, 2013	$	79,828		$	(36,837	)		—		$	42,991

Balance January 1, 2012	$	99,761		$	(33,173	)	$	(986	)	$	65,602
Other comprehensive income (loss) before reclassifications		(1,914	)		—			10			(1,904	)
Amounts reclassified from accumulated other comprehensive income		(40	)		700			731			1,391
Income tax (expense) benefit		762			(273	)		(300	)		189

Net other comprehensive income (loss) during period		(1,192	)		427			441			(324	)

Balance March 31, 2012	$	98,569		$	(32,746	)	$	(545	)	$	65,278

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, 2012, and as may be described from time to time in the Corporation’s subsequent SEC filings.

Overview

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

Critical Accounting Policies

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 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 Note 6, “Loans, Allowance for Loan Losses, and Credit Quality,” of the notes to consolidated financial statements and section “Allowance for Loan Losses.”

Goodwill Impairment Assessment: Goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis. In addition, goodwill is tested for impairment between annual tests 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. The fair value of each reporting unit is compared to the recorded book value, “step one”. If the 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 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 fair value of goodwill exceeds the implied fair value of goodwill.

The Corporation conducted its annual impairment testing in May 2012. The 2012 annual impairment test indicated that the estimated fair value exceeded the carrying value (including goodwill) for each reporting unit. Therefore, a step two analysis was not required.

The Corporation engaged an independent valuation firm to assist in the computation of the fair value estimates of each reporting unit as part of its impairment assessment. The valuation utilized market and income approach methodologies and applied a weighted average to each in order to determine the fair value of each reporting unit. Goodwill impairment testing is considered a “critical accounting estimate” as estimates and assumptions are made about future performance and cash flows, as well as other prevailing market factors. In the event that we conclude that all or a portion of our goodwill may be impaired, a noncash charge for the amount of such impairment would be recorded in earnings. Such a charge would have no impact on tangible capital. A decline in our stock price or occurrence of a triggering event following any of our quarterly earnings releases and prior to the filing of the periodic report for that period could, under certain circumstances, cause us to re-perform a goodwill impairment test and result in an impairment charge being recorded for that period which was not reflected in such earnings release.

In connection with obtaining an independent third party valuation, management provides certain information and assumptions that is utilized in the implied fair value calculation. Assumptions critical to the process include discount rates, asset and liability growth rates, and other income and expense estimates. The Corporation provided the best information currently available to estimate future performance for each reporting unit; however, future adjustments to these projections may be necessary if conditions differ substantially from the assumptions utilized in making these assumptions. See also, Note 7 “Goodwill and Other Intangible Assets,” of the notes to the consolidated financial statements.

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

Mortgage servicing rights are carried at the lower of amortized cost or estimated fair value and are assessed for impairment at each reporting date. Impairment is assessed based on the fair value at each reporting date using estimated prepayment speeds of the underlying mortgage loans serviced and stratifications based on the risk characteristics of the underlying loans (predominantly loan type and note interest rate). As mortgage interest rates fall, prepayment speeds are usually faster and the value of the mortgage servicing rights asset generally decreases, requiring additional valuation reserve. Conversely, as mortgage interest rates rise, prepayment speeds are usually slower and the value of the mortgage servicing rights asset generally increases, requiring less valuation

reserve. However, the extent to which interest rates impact the value of the mortgage servicing rights asset depends, in part, on the magnitude of the changes in market interest rates and the differential between the then current market interest rates for mortgage loans and the mortgage interest rates included in the mortgage servicing portfolio. Management recognizes that the volatility in the valuation of the mortgage servicing rights asset will continue. To better understand the sensitivity of the impact of prepayment speeds and refinance rates on the value of the mortgage servicing rights asset at March 31, 2013 (holding all other factors unchanged), if refinance rates were to decrease 50 bp, the estimated value of the mortgage servicing rights asset would have been approximately $7 million (or 14%) lower. Conversely, if refinance rates were to increase 50 bp, the estimated value of the mortgage servicing rights asset would have been approximately $7 million (or 13%) higher. The Corporation believes the mortgage servicing rights asset is properly recorded in the consolidated financial statements. See Note 7, “Goodwill and Other Intangible Assets,” and Note 13, “Fair Value Measurements,” of the notes to consolidated financial statements and section “Noninterest Income.”

Derivative Financial Instruments and Hedging Activities: In various aspects of its business, the Corporation uses derivative financial instruments to modify exposures to changes in interest rates and market prices for other financial instruments. Derivative instruments are required to be carried at fair value on the balance sheet with changes in the fair value recorded directly in earnings. To qualify for and maintain hedge accounting, the Corporation must meet formal documentation and effectiveness evaluation requirements both at the hedge’s inception and on an ongoing basis. The application of the hedge accounting policy requires strict adherence to documentation and effectiveness testing requirements, judgment in the assessment of hedge effectiveness, identification of similar hedged item groupings, and measurement of changes in the fair value of hedged items. If in the future derivative financial instruments used by the Corporation no longer qualify for hedge accounting, the impact on the consolidated results of operations and reported earnings could be significant. When hedge accounting is discontinued, the Corporation would continue to carry the derivative on the balance sheet at its fair value; however, for a cash flow derivative, changes in its fair value would be recorded in earnings instead of through other comprehensive income, and for a fair value derivative, the changes in fair value of the hedged asset or liability would no longer be recorded through earnings. See also Note 10, “Derivative and Hedging Activities,” and Note 13 “Fair Value Measurements,” of the notes to consolidated financial statements and section “Interest Rate Risk.”

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

Segment Review

As discussed in Note 15 of the notes to consolidated financial statements, the Corporation’s reportable segments have been determined based upon its internal profitability reporting 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 Commercial Banking, Consumer Banking and Risk Management and Shared Services.

The financial information of the Corporation’s segments was compiled utilizing the accounting policies described in Note 15 of the notes to consolidated financial statements. The management accounting policies and processes utilized in compiling segment financial information are highly subjective and unlike financial accounting, are not based on authoritative guidance similar to U.S. generally accepted accounting principles. As a result, reported segments and the financial information of the reported segments are not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in previously reported segment financial data. During the first quarter of 2013, certain organization and methodology changes were made and, accordingly, 2012 results have been restated and presented on a comparable basis.

Comparable Quarter Segment Review

The Commercial Banking segment consists of lending and deposit solutions to businesses, governments / municipalities, and financial institutions, and the support to deliver, fund and manage such banking solutions. The Commercial Banking segment had net income of $27 million for the first quarter of 2013, up $6 million compared to $21 million for the comparable period in 2012. The Corporation committed resources during the past year to grow this segment, including investments to expand into new markets (Houston, Cincinnati, Indianapolis, and Detroit) and new industry lending segments (power, oil and gas). As a result of these investments, segment revenue grew $9 million to $100 million during the first quarter of 2013 compared to $91 million for the first quarter of 2012. The credit provision for loans increased $1 million to $12 million during the first quarter of 2013 due to the growth in the segment’s loan balances, partially offset by improvement in credit quality as compared to the first quarter of 2012. Total noninterest expense for the first quarter of 2013 was $47 million, down $1 million from $48 million in the comparable period in 2012. Average loan balances were $8.2 billion for the first quarter of 2013, up $1.2 billion from an average balance of $7.0 billion for the first quarter of 2012, and average deposit balances were $5.4 billion for the first quarter of 2013, up $1.1 billion from average deposits of $4.3 billion in the first quarter of 2012, reflecting our investments and strategy to expand and grow the Commercial Banking segment. Average allocated capital increased $45 million to $754 million for the first quarter of 2013 reflecting the increase in the segment’s loan balances offset by an improvement in credit quality as compared to the first quarter of 2012.

The Consumer Banking segment consists of lending and deposit solutions to individuals and small businesses and also provides a variety of investment and fiduciary products and services. The Consumer Banking segment had net income of $12 million in the first quarter of 2013, down $2 million compared to $14 million in the first quarter of 2012. Segment revenue increased $1 million to $133 million for the first quarter of 2013, while noninterest expense increased $4 million to $110 million for the first quarter of 2013 due to investments in our branch network, systems and infrastructure. Average loan balances were level at $7.3 billion for both the first quarter of 2013 and 2012. Average deposits were $9.6 billion for the first quarter of 2013, up $92 million from $9.5 billion in the first quarter of 2012. Average allocated capital decreased $7 million to $555 million for the first quarter of 2013.

Risk Management and Shared Services had net income of $9 million in the first quarter of 2013, up $1 million compared to $8 million for the comparable quarter in 2012. Average earning asset balances were $5.2 billion for the first quarter of 2013, up $148 million from an average balance of $5.1 billion during the first quarter of 2012, reflecting the growth in the Corporation’s investment portfolio.

Results of Operations – Summary

The Corporation recorded net income of $47 million for the three months ended March 31, 2013, compared to net income of $43 million for the three months ended March 31, 2012. Net income available to common equity was $46 million for the three months ended March 31, 2013, or net income of $0.27 for both basic and diluted earnings per common share. Comparatively, net income available to common equity for the three months ended March 31, 2012, was $41 million, or a net income of $0.24 for both basic and diluted earnings per common share. The net interest margin for the first three months of 2013 was 3.17% compared to 3.31% for the first three months of 2012.

TABLE 1

Summary Results of Operations: Trends

($ in Thousands, except per share data)


	1st Qtr 2013			4th Qtr 2012			3rd Qtr 2012			2nd Qtr 2012			1st Qtr 2012
Net income (Quarter)	$	47,388		$	46,628		$	46,395		$	43,317		$	42,633
Net income (Year-to-date)		47,388			178,973			132,345			85,950			42,633
Net income available to common equity (Quarter)	$	46,088		$	45,328		$	45,095		$	42,017		$	41,333
Net income available to common equity (Year-to-date)		46,088			173,773			128,445			83,350			41,333
Earnings per common share – basic (Quarter)	$	0.27		$	0.26		$	0.26		$	0.24		$	0.24
Earnings per common share – basic (Year-to-date)		0.27			1.00			0.74			0.48			0.24
Earnings per common share – diluted (Quarter)	$	0.27		$	0.26		$	0.26		$	0.24		$	0.24
Earnings per common share – diluted (Year-to-date)		0.27			1.00			0.74			0.48			0.24
Return on average assets (Quarter)		0.83	%		0.83	%		0.84	%		0.80	%		0.79	%
Return on average assets (Year-to-date)		0.83			0.81			0.81			0.80			0.79
Return on average equity (Quarter)		6.60	%		6.23	%		6.29	%		5.98	%		5.93	%
Return on average equity (Year-to-date)		6.60			6.07			6.07			5.95			5.93
Return on average common equity (Quarter)		6.56	%		6.19	%		6.25	%		5.93	%		5.88	%
Return on average common equity (Year-to-date)		6.56			6.02			6.02			5.90			5.88
Return on average Tier 1 common equity (Quarter) ⁽¹⁾		10.07	%		9.61	%		9.69	%		9.26	%		9.23	%
Return on average Tier 1 common equity (Year-to-date) ⁽¹⁾		10.07			9.45			9.39			9.25			9.23
Efficiency ratio (Quarter) ⁽²⁾		69.74	%		73.71	%		72.81	%		72.30	%		72.84	%
Efficiency ratio (Year-to-date) ⁽²⁾		69.74			72.92			72.65			72.57			72.84
Efficiency ratio, fully taxable equivalent (Quarter) ⁽²⁾		68.52	%		72.08	%		70.22	%		69.21	%		70.16	%
Efficiency ratio, fully taxable equivalent (Year-to-date) ⁽²⁾		68.52			70.42			69.87			69.69			70.16
Net interest margin (Quarter)		3.17	%		3.32	%		3.26	%		3.30	%		3.31	%
Net interest margin (Year-to-date)		3.17			3.30			3.29			3.31			3.31

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

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

TABLE 1A

Reconciliation of Non-GAAP Measure


	1st Qtr 2013			4th Qtr 2012			3rd Qtr 2012			2nd Qtr 2012			1st Qtr 2012
Efficiency ratio (Quarter) ^(a)		69.74	%		73.71	%		72.81	%		72.30	%		72.84	%
Taxable equivalent adjustment (Quarter)		(1.46	)		(1.57	)		(1.61	)		(1.62	)		(1.62	)
Asset gains (losses), net (Quarter)		0.24			(0.06	)		(0.98	)		(1.47	)		(1.06	)

Efficiency ratio, fully taxable equivalent (Quarter) ^(b)		68.52	%		72.08	%		70.22	%		69.21	%		70.16	%
Efficiency ratio (Year-to-date) ^(a)		69.74	%		72.92	%		72.65	%		72.57	%		72.84	%
Taxable equivalent adjustment (Year-to-date)		(1.46	)		(1.60	)		(1.62	)		(1.62	)		(1.62	)
Asset gains (losses), net (Year-to-date)		0.24			(0.90	)		(1.16	)		(1.26	)		(1.06	)

Efficiency ratio, fully taxable equivalent (Year-to-date) ^(b)		68.52	%		70.42	%		69.87	%		69.69	%		70.16	%

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

(b)

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

Net Interest Income and Net Interest Margin

Net interest income on a taxable equivalent basis for the quarter ended March 31, 2013, was $163 million, an increase of $3 million (2%) versus the comparable quarter last year. The increase in taxable equivalent net interest income was attributable to favorable volume variances (as balance sheet changes in both volume and mix increased taxable equivalent net interest income by $14 million) were offset by unfavorable rate variances (as the impact of changes in the interest rate environment and product pricing reduced taxable equivalent net interest income by $11 million).

The net interest margin for the first quarter of 2013 was 3.17%, 14 bp lower than 3.31% for the same quarter in 2012. This comparable quarter decrease was comprised of an 8 bp decrease in interest rate spread (33 bp decrease in yield on earning assets offset by a decrease in the cost of interest-bearing liabilities of 25 bp) and a 6 bp lower contribution from net free funds.

The Federal Reserve left interest rates unchanged during 2012 and the first quarter of 2013. For the remainder of 2013, the Corporation anticipates modest compression on the net interest margin over the course of the year.

The yield on earning assets was 3.52% for the first quarter of 2013, 33 bp lower than the comparable quarter last year. Loan yields were down 38 bp, (to 3.83%), due to the repricing of adjustable rate loans and competitive pricing pressures in a low interest rate environment. The yield on investment securities and other short-term investments decreased 24 bp (to 2.60%), also impacted by the low interest rate environment and prepayment speeds of mortgage-related securities purchased at a premium.

The rate on interest-bearing liabilities of 0.45% for the first quarter of 2013 was 25 bp lower than the same period in 2012. Rates on interest-bearing deposits were down 16 bp (to 0.27%, reflecting the low rate environment and a reduction of higher cost deposit products). The cost of short and long-term funding decreased 21 bp (to 1.33%), with the cost of long-term funding down 59 bp (due to the early redemption of higher costing junior subordinated debentures during 2012) while the cost of short-term funding decreased 13 bp.

Average earning assets were $20.7 billion for the first quarter of 2013, an increase of $1.3 billion (7%) from the comparable period last year. On average, loan balances increased $1.1 billion, including increases in commercial loans (up $1.2 billion) and residential mortgage loans (up $383 million), while retail loans decreased (down $437 million). Average investment securities and other short-term investments increased $171 million.

Average interest-bearing liabilities of $15.7 billion for the first quarter of 2013 increased $799 million from the first quarter of 2012. On average, interest-bearing deposits grew $1.6 billion (primarily attributable to a $1.4 billion increase in money market accounts and a $665 million increase in interest-bearing demand deposits, partially offset by a $490 million decrease in time deposits), while noninterest-bearing demand deposits (a principal component of net free funds) were up $502 million. Average short and long-term funding decreased $845 million between the first quarter periods, attributable to a $537 million decrease in securities sold under agreements to repurchase (“customer funding”) (driven by pricing strategies to shift funds away from customer funding and into more traditional deposit products) and a $216 million decrease in junior subordinated debentures.

TABLE 2

Net Interest Income Analysis

($ in Thousands)


	Three Months Ended March 31, 2013							Three Months Ended March 31, 2012
	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	$	5,615,036	$	50,712		3.66	%	$	4,828,953	$	48,985		4.08	%
Commercial real estate lending		3,592,509		35,864		4.04			3,187,150		34,502		4.35

Total commercial		9,207,545		86,576		3.81			8,016,103		83,487		4.19
Residential mortgage		3,622,455		30,481		3.37			3,239,087		30,964		3.83
Retail		2,618,152		29,381		4.53			3,055,251		35,511		4.67

Total loans		15,448,152		146,438		3.83			14,310,441		149,962		4.21
Investment securities		4,891,714		32,757		2.68			4,611,600		34,667		3.01
Other short-term investments		341,053		1,247		1.47			449,688		1,247		1.11

Investments and other ⁽¹⁾		5,232,767		34,004		2.60			5,061,288		35,914		2.84

Total earning assets		20,680,919		180,442		3.52			19,371,729		185,876		3.85
Other assets, net		2,357,789							2,287,410

Total assets	$	23,038,708						$	21,659,139

Interest-bearing liabilities:
Interest-bearing deposits:
Savings deposits	$	1,141,781	$	208		0.07	%	$	1,029,390	$	185		0.07	%
Interest-bearing demand deposits		2,779,929		1,179		0.17			2,114,454		944		0.18
Money market deposits		7,044,344		3,615		0.21			5,688,567		3,558		0.25
Time deposits		1,994,406		3,539		0.72			2,484,302		7,349		1.19

Total interest-bearing deposits		12,960,460		8,541		0.27			11,316,713		12,036		0.43
Federal funds purchased and securities sold under agreements to repurchase		779,550		410		0.21			1,342,720		767		0.23
Other short-term funding		1,018,553		332		0.13			1,084,066		1,056		0.39
Long-term funding		960,820		8,416		3.51			1,176,914		12,046		4.10

Total short and long-term funding		2,758,923		9,158		1.33			3,603,700		13,869		1.54

Total interest-bearing liabilities		15,719,383		17,699		0.45			14,920,413		25,905		0.70

Noninterest-bearing demand deposits		4,185,924							3,683,854
Other liabilities		219,902							164,687
Stockholders’ equity		2,913,499							2,890,185

Total liabilities and equity	$	23,038,708						$	21,659,139

Interest rate spread						3.07	%						3.15	%
Net free funds						0.10							0.16

Net interest income, taxable equivalent, and net interest margin			$	162,743		3.17	%			$	159,971		3.31	%

Taxable equivalent adjustment				5,090							5,303

Net interest income			$	157,653						$	154,668

(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.

Provision for Loan Losses

The provision for loan losses for the first quarter of 2013 was $4 million, compared to $0 for the first quarter of 2012 and $3 million for the full year of 2012. Net charge offs were $14 million for the first quarter of 2013, compared to $22 million for the first quarter of 2012 and $84 million for the full year of 2012. Annualized net charge offs as a percent of average loans for the first quarter of 2013 were 0.38%, compared to 0.61% for the first quarter of 2012 and 0.57% for the full year of 2012. At March 31, 2013, the allowance for loan losses was $287 million, down from $356 million at March 31, 2012 and $297 million at December 31, 2012. The ratio of the allowance for loan losses to total loans was 1.84%, compared to 2.50% at March 31, 2012 and 1.93% at December 31, 2012. Nonaccrual loans at March 31, 2013, were $225 million, compared to $327 million at March 31, 2012, and $253 million at December 31, 2012. See Tables 7 and 8.

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

Noninterest Income

Noninterest income for the first quarter of 2013 was $82 million, up $4 million (5%) from the first quarter of 2012. For the remainder of 2013, the Corporation expects modest improvement in core fee-based revenues and lower mortgage banking revenues.

TABLE 3

Noninterest Income

($ in Thousands)


	1st Qtr. 2013			1st Qtr. 2012			Dollar Change			Percent Change
Trust service fees	$	10,910		$	9,787		$	1,123			11.5	%
Service charges on deposit accounts		16,829			18,042			(1,213	)		(6.7	)
Card-based and other nondeposit fees		11,950			10,879			1,071			9.8
Insurance commissions		11,763			11,590			173			1.5
Brokerage and annuity commissions		3,516			4,127			(611	)		(14.8	)

Core fee-based revenue		54,968			54,425			543			1.0
Mortgage banking income		17,538			21,700			(4,162	)		(19.2	)
Mortgage servicing rights expense		(227	)		4,046			(4,273	)		(105.6	)

Mortgage banking, net		17,765			17,654			111			0.6
Capital market fees, net		2,583			3,716			(1,133	)		(30.5	)
Bank owned life insurance (“BOLI”) income		2,970			4,292			(1,322	)		(30.8	)
Other		2,578			1,913			665			34.8

Subtotal		80,864			82,000			(1,136	)		(1.4	)
Asset gains (losses), net		836			(3,594	)		4,430			(123.3	)
Investment securities gains, net		300			40			260			N/M

Total noninterest income	$	82,000		$	78,446		$	3,554			4.5	%

N/M – Not meaningful.

Trust service fees were $11 million for the first quarter of 2013, up $1 million (12%) from the comparable period in 2012. The market value of assets under management at March 31, 2013 and 2012 was $6.9 billion and $6.0 billion, respectively.

Service charges on deposit accounts were $17 million for the first quarter of 2013, down $1 million (7%) from the first quarter of 2012. The decrease was primarily due to lower service charges from business analyzed accounts.

Card-based and other nondeposit fees were $12 million for the first quarter of 2013, up $1 million (10%) from the first quarter of 2012, primarily attributable to higher commercial loan service charges due to year over year growth in commercial loan balances. Both insurance commissions and brokerage and annuity commissions were level at $12 million and $4 million, respectively, for the comparable first quarter periods of 2013 and 2012.

Net mortgage banking income was $18 million for both the first quarter of 2013 and the comparable quarter in 2012. Net mortgage banking consists of gross mortgage banking income less mortgage servicing rights expense. Gross mortgage banking income (which includes servicing fees and the gain or loss on sales of mortgage loans to the secondary market, related fees and fair value marks on derivatives (collectively “gains on sales and related income”)) was $18 million for the first quarter of 2013, a decrease of $4 million compared to the first quarter of 2012. This decrease was primarily attributable to the $3 million repurchase reserve provision for losses related to repurchases and loss reimbursements on previously sold mortgage loans in the first quarter of 2013, compared to $0 in the first quarter of 2012 (see Note 12, “Commitments, Off-Balance Sheet Arrangements and Contingent Liabilities” of the notes to consolidated financial statements for additional information concerning this repurchase reserve). Secondary mortgage production was $681 million for the first quarter of 2013, compared to $564 million for the first quarter of 2012.

Mortgage servicing rights expense includes both the amortization of the mortgage servicing rights asset and changes to the valuation allowance associated with the mortgage servicing rights asset. Mortgage servicing rights expense is affected by the size of the servicing portfolio, as well as the changes in the estimated fair value of the mortgage servicing rights asset. Mortgage servicing rights expense was $4 million lower than the comparable quarter in 2012, with a $3 million favorable change to the valuation reserve (comprised of a $5 million recovery to the valuation reserve for the first quarter of 2013 compared to a $2 million recovery to the valuation reserve for the first quarter of 2012) and a $1 million reduction in base amortization. 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. Mortgage servicing rights, net of any valuation allowance, are carried in other intangible assets, net, on the consolidated balance sheets at the lower of amortized cost or estimated fair value. At March 31, 2013, the mortgage servicing rights asset, net of its valuation allowance, was $52 million, representing 69 bp of the $7.6 billion servicing portfolio, compared to a net mortgage servicing rights asset of $50 million, representing 69 bp of the $7.3 billion servicing portfolio at March 31, 2012. Mortgage servicing rights are considered a critical accounting policy given that estimating their fair value involves a discounted cash flow model and assumptions that involve judgment, particularly of estimated prepayment speeds of the underlying mortgages serviced and the overall level of interest rates. See section “Critical Accounting Policies,” as well as Note 7 “Goodwill and Other Intangible Assets,” and Note 13, “Fair Value Measurements,” of the notes to consolidated financial statements for additional disclosure.

Capital market fees, net (which include fee income from foreign currency and interest rate risk related services provided to our customers) were $3 million for the first quarter of 2013, compared to $4 million for the comparable quarter in 2012 reflecting lower commercial lending volumes and related lower customer demand for interest rate swaps. Bank owned life insurance income was $3 million, down $1 million from the first quarter of 2012, primarily due to death benefits received during the first quarter of 2012, as well as the lower interest rates on the underlying assets of the BOLI investment. Other income was $3 million, an increase of $1 million versus the first quarter of 2012, primarily due to an increase in limited partnership income. Net asset gains of $1 million for the first quarter of 2013 were primarily attributable to the sale of miscellaneous assets, while net asset losses of $4 million for the first quarter of 2012 were primarily attributable to losses on sales and other write-downs of other real estate owned.

Noninterest Expense

Noninterest expense was $167 million for the first quarter of 2013, down $3 million (2%) from the comparable quarter in 2012. Personnel expense was up $4 million (4%), while nonpersonnel noninterest expenses were down $7 million (9%) on a combined basis. For the remainder of 2013, the Corporation expects flat year over year noninterest expense with reduced regulatory costs offset by continued investments in the franchise.

TABLE 4

Noninterest Expense

($ in Thousands)


	1st Qtr. 2013			1st Qtr. 2012		Dollar Change			Percent Change
Personnel expense	$	97,907		$	94,281	$	3,626			3.8	%
Occupancy		15,662			15,179		483			3.2
Equipment		6,167			5,468		699			12.8
Data processing		11,508			9,516		1,992			20.9
Business development and advertising		4,537			5,381		(844	)		(15.7	)
Other intangible amortization		1,011			1,049		(38	)		(3.6	)
Loan expense		3,284			2,910		374			12.9
Legal and professional fees		5,345			9,715		(4,370	)		(45.0	)
Losses other than loans		(316	)		3,550		(3,866	)		(108.9	)
Foreclosure / OREO expense		2,422			3,362		(940	)		(28.0	)
FDIC expense		5,432			4,870		562			11.5
Other		13,956			14,481		(525	)		(3.6	)

Total noninterest expense	$	166,915		$	169,762	$	(2,847	)		(1.7	)%

Personnel expense (which includes salary-related expenses and fringe benefit expenses) was $98 million for the first quarter of 2013, up $4 million (4%) versus the first quarter of 2012. Average full-time equivalent employees were 4,841 for the first quarter of 2013, down 4% from 5,045 for the first quarter of 2012. Salary-related expenses increased $4 million (6%). This increase was primarily the result of higher compensation and commissions (up $3 million or 5%, attributable to merit increases between the years), and higher performance based incentives (up $2 million or 28%). Fringe benefit expenses were down $1 million (4%) versus the first quarter of 2012, primarily due to a decrease in health insurance costs.

Nonpersonnel noninterest expenses on a combined basis were $69 million, down $7 million (9%) compared to the comparable quarter in 2012. Occupancy, equipment and data processing were up $3 million (11%), due to strategic investments in our branch network, systems and infrastructure. Legal and professional fees decreased $4 million due to a decrease in consultant costs related to certain BSA regulatory compliance issues that were addressed in 2012. Losses other than loans decreased $4 million, primarily due to a $2 million decrease to the provision for losses on unfunded commitments reserve (a reduction to the reserve of $1 million for the first quarter of 2013 due to the release of a specific reserve on one commercial customer compared to a $1 million increase in the reserve for the first quarter of 2012), as well as a decrease of $1 million to the provision for reinsurance losses. Foreclosure / OREO expenses of $2 million decreased $1 million, primarily attributable to a decline in legal and collection expenses related to the improvement in credit quality. FDIC expense increased $1 million (12%) due to the overall balance sheet growth. All remaining noninterest expense categories on a combined basis were down $1 million (4%) compared to the first quarter of 2012.

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 codes, and is, therefore, considered a critical accounting policy. The Corporation undergoes examination by various taxing authorities. Such taxing authorities may require that changes in the amount of tax expense or valuation allowance be recognized when their interpretations differ from those of management, based on their judgments about information available to them at the time of their examinations. See Note 9, “Income Taxes,” of the notes to consolidated financial statements and section “Critical Accounting Policies.”

Balance Sheet

At March 31, 2013, total assets were $23.3 billion, down $210 million from December 31, 2012. Loans of $15.6 billion at March 31, 2013 were up $141 million from December 31, 2012, with increases in commercial loans accounting for the majority of the loan growth. See section “Credit Risk” for a detailed discussion of the changes in the loan portfolio and the related credit risk management for each loan type. Investment securities were $5.0 billion, up $38 million from year-end 2012.

At March 31, 2013, total deposits of $17.4 billion were up $481 million from December 31, 2012. Since December 31, 2012, interest- bearing demand deposits increased $412 million and money market deposits increased $319 million. Noninterest-bearing demand deposits decreased to $4.5 billion and represented 26% of total deposits, down from 28% of total deposits at December 31, 2012. Short and long-term funding of $2.7 billion was down $658 million since year-end 2012, with a decrease of $558 million in short-term funding and a decrease of $100 million in long-term funding.

Since March 31, 2012, loans increased $1.3 billion, with commercial loans up $1.5 billion and residential mortgage loans up $339 million, offset by a $403 million decline in home equity loans. Since March 31, 2012, deposits increased $1.8 billion, attributable to a $926 million increase in interest bearing demand deposits, a $660 million increase in money market deposits, and a $464 million increase in noninterest-bearing demand deposits, partially offset by a $383 million decrease in other time deposits. Given the increase in deposit balances, short and long-term funding declined $428 million, including a $523 million decrease in customer funding and the repayment of $211 million of junior subordinated debentures, partially offset by the issuance of $155 million of senior notes.

TABLE 5

Period End Loan Composition

($ in Thousands)


	March 31, 2013					December 31, 2012					September 30, 2012					June 30, 2012					March 31, 2012
	Amount		% of Total			Amount		% of Total			Amount		% of Total			Amount		% of Total			Amount		% of Total
Commercial and industrial	$	4,651,143		30	%	$	4,502,021		29	%	$	4,265,356		29	%	$	4,076,370		28	%	$	3,719,016		26	%
Commercial real estate—owner occupied		1,199,513		8			1,219,747		8			1,197,517		8			1,116,815		8			1,074,755		8
Lease financing		57,908		—			64,196		1			60,818		—			62,750		—			61,208		—

Commercial and business lending		5,908,564		38			5,785,964		38			5,523,691		37			5,255,935		36			4,854,979		34
Commercial real estate—investor		2,900,167		18			2,906,759		19			2,787,158		19			2,810,521		19			2,664,251		19
Real estate construction		729,145		5			655,381		4			611,186		4			612,556		4			565,953		4

Commercial real estate lending		3,629,312		23			3,562,140		23			3,398,344		23			3,423,077		23			3,230,204		23

Total commercial		9,537,876		61			9,348,104		61			8,922,035		60			8,679,012		59			8,085,183		57
Home equity revolving lines of credit		904,187		6			936,065		6			988,800		7			1,009,634		7			1,031,974		7
Home equity loans first liens		940,017		6			1,013,757		6			1,079,075		7			1,116,093		8			1,146,651		8
Home equity loans junior liens		254,203		2			269,672		2			289,025		2			303,867		2			323,145		2

Home equity		2,098,407		14			2,219,494		14			2,356,900		16			2,429,594		17			2,501,770		17
Installment		447,445		3			466,727		3			482,451		3			510,831		3			537,628		4
Residential mortgage		3,467,834		22			3,376,697		22			3,204,828		21			3,079,465		21			3,129,144		22

Total consumer		6,013,686		39			6,062,918		39			6,044,179		40			6,019,890		41			6,168,542		43

Total loans	$	15,551,562		100	%	$	15,411,022		100	%	$	14,966,214		100	%	$	14,698,902		100	%	$	14,253,725		100	%

Farmland	$	15,761		1	%	$	17,730		1	%	$	18,471		1	%	$	23,814		1	%	$	25,031		1	%
Multi-family		905,268		31			905,372		31			827,096		30			802,212		28			756,737		28
Non-owner occupied		1,979,138		68			1,983,657		68			1,941,591		69			1,984,495		71			1,882,483		71

Commercial real estate—investor	$	2,900,167		100	%	$	2,906,759		100	%	$	2,787,158		100	%	$	2,810,521		100	%	$	2,664,251		100	%

1-4 family construction	$	209,290		29	%	$	176,874		27	%	$	139,431		23	%	$	138,160		23	%	$	114,724		20	%
All other construction		519,855		71			478,507		73			471,755		77			474,396		77			451,229		80

Real estate construction	$	729,145		100	%	$	655,381		100	%	$	611,186		100	%	$	612,556		100	%	$	565,953		100	%

Credit Risk

Total loans were $15.6 billion at March 31, 2013, an increase of $141 million or 1% from December 31, 2012. Commercial and business loans were $5.9 billion, up $123 million (2%) to represent 38% of total loans at March 31, 2013. Commercial real estate totaled $3.6 billion at March 31, 2013 and represented 23% of total loans, an increase of $67 million (2%) from December 31, 2012. Consumer loans were $6.0 billion, down $49 million (1%) from December 31, 2012, and represented 39% of total loans at March 31, 2013.

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 2012 and the first quarter of 2013. Furthermore, certain sub-asset classes within the respective portfolios were further defined and dollar limitations were placed on these sub-portfolios. These guidelines and limits are reviewed quarterly and approved annually by the Enterprise Risk Committee of the Corporation’s Board of Directors. These guidelines and limits are designed to create balance and diversification within the loan portfolios.

The commercial and business lending portfolio, which consists of commercial and business loans and owner occupied commercial real estate loans, was $5.9 billion at March 31, 2013, up $123 million (2%) since year-end 2012. The commercial and business lending classification primarily includes commercial loans to middle market companies and small businesses. At March 31, 2013, the largest industry groups within the commercial and business loan category included the manufacturing sector which represented 7% of total loans and 19% of the total commercial and business loan portfolio. The next two largest industry groups within the commercial and business loan category included the wholesale trade sector and finance and insurance sector, which each represented 4% of total loans and 10% of the total commercial and business loan portfolio at March 31, 2013. The remaining portfolio is spread over a diverse range of industries. The credit risk related to commercial loans is largely influenced by general economic conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral, if any.

The commercial real estate lending portfolio, which consists of investor commercial real estate and construction loans, totaled $3.6 billion at March 31, 2013, up $67 million (2%) from December 31, 2012. Within the commercial real estate lending portfolio, commercial real estate lending to investors totaled $2.9 billion at March 31, 2013, relatively unchanged from December 31, 2012. Commercial real estate primarily includes commercial-based loans to investors that are secured by commercial income properties or multifamily projects. Commercial real estate loans are typically intermediate to long-term financings. Loans of this type are mainly secured by commercial income properties or multifamily projects. Credit risk is managed in a similar manner to commercial and industrial loans and real estate construction by employing sound underwriting guidelines, lending primarily to borrowers in local markets and businesses, periodically evaluating the underlying collateral, and formally reviewing the borrower’s financial soundness and relationship on an ongoing basis. Real estate construction loans were $729 million, an increase of $74 million (11%) compared to December 31, 2012. Loans in this classification are primarily short-term or interim loans that provide financing for the acquisition or development of commercial income properties, multifamily 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, underwriting the loans to meet the requirements of institutional investors in the secondary market, reviewing the merits of individual projects, controlling loan structure, and monitoring project progress and construction advances.

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

Consumer loans totaled $6.0 billion at March 31, 2013, down $49 million (1%) compared to December 31, 2012. Loans in this classification include residential mortgage, home equity and installment loans. Residential mortgage loans totaled $3.5 billion at March 31, 2013, up $91 million (3%) from December 31, 2012. Residential mortgage loans include conventional first lien home mortgages and the Corporation generally limits the maximum loan to 80% of collateral value without credit enhancement (e.g. PMI insurance). As part of management’s historical practice of originating and servicing residential mortgage loans, generally the Corporation’s 30-year, fixed-rate residential real estate mortgage loans are sold in the secondary market with servicing rights retained. The Corporation also retains a portion of its 15-year and under, fixed-rate residential real estate mortgages in its loan portfolio. At March 31, 2013, the residential mortgage portfolio was comprised of $1.3 billion of fixed-rate residential real estate mortgages and $2.2 billion of adjustable-rate residential real estate mortgages.

Home equity totaled $2.1 billion at March 31, 2013 down $121 million (6%) compared to December 31, 2012, and consists of home equity lines, as well as home equity loans, approximately half of which are first lien positions. Loans and lines in a junior position at March 31, 2013 included approximately 38% for which the Corporation also owned or serviced the related first lien loan and approximately 62% where the Corporation did not service the related first lien loan.

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

The Corporation’s underwriting and risk-based pricing guidelines for home equity lines and loans consist of a combination of both borrower FICO and the original LTV of the property securing the loan. Currently, for home equity products, the maximum acceptable LTV is 90% for customers with FICO scores exceeding 760. Home equity loans generally have a 20 year term and are fixed rate with principal and interest payments required. At March 31, 2013, approximately 40% of the home equity loan first liens have a remaining maturity of more than 10 years. Home equity lines are variable rate, interest only lines of credit which do not require the payment of principal during the initial revolving period, after which principal payments are required. Based upon outstanding balances at March 31, 2013, the following table presents the periods when home equity lines of credit revolving periods are scheduled to end.


Home Equity Lines of Credit—Revolving Period End Dates	$ in Thousands
Less than 1 year	$	3,517
1—3 years		4,532
3—5 years		4,696
5—10 years		102,631
Over 10 years		788,811

Total home equity revolving lines of credit	$	904,187

Installment loans totaled $447 million at March 31, 2013 down $19 million (4%) compared to December 31, 2012, and consist of educational loans, as well as short-term and other personal installment loans. The Corporation had $362 million and $374 million of education loans at March 31, 2013 and December 31, 2012, respectively, the majority of which are government guaranteed. Credit risk for these types of loans is generally influenced by general economic conditions, the characteristics of individual borrowers, and the nature of the loan collateral. Risks of loss are generally on smaller average balances per loan spread over many borrowers. Once charged off, there is usually less opportunity for recovery on these smaller retail loans. Credit risk is primarily controlled by reviewing the creditworthiness of the borrowers, monitoring payment histories, and taking appropriate collateral and guaranty positions.

The Corporation’s underwriting and risk-based pricing guidelines for residential mortgage loans consist of a combination of both borrower FICO and the loan-to-value (“LTV”) of the property securing the loan. Residential mortgage products generally are underwritten using FHLMC and FNMA secondary marketing guidelines.

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

The loan portfolio is widely diversified by types of borrowers, industry groups, and market areas within our core footprint. Significant loan concentrations are considered to exist for a financial institution 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 March 31, 2013, no significant concentrations existed in the Corporation’s portfolio in excess of 10% of total loans.

TABLE 6

Period End Deposit and Customer Funding Composition

($ in Thousands)


	March 31, 2013					December 31, 2012					September 30, 2012					June 30, 2012					March 31, 2012
			% of					% of					% of					% of					% of
	Amount		Total			Amount		Total			Amount		Total			Amount		Total			Amount		Total
Noninterest-bearing demand	$	4,453,109		26	%	$	4,759,556		28	%	$	4,320,437		26	%	$	3,874,429		26	%	$	3,989,156		26	%
Savings		1,197,134		7			1,109,861		7			1,115,783		7			1,117,593		7			1,098,975		7
Interest-bearing demand		2,966,934		17			2,554,479		15			2,230,740		14			2,078,037		14			2,040,900		13
Money market		6,836,678		39			6,518,075		38			6,682,640		41			5,822,449		39			6,176,981		39
Brokered CDs		49,919		—			26,270		—			33,612		—			41,104		—			46,493		—
Other time		1,917,520		11			1,971,624		12			2,067,380		12			2,173,259		14			2,300,871		15

Total deposits	$	17,421,294		100	%	$	16,939,865		100	%	$	16,450,592		100	%	$	15,106,871		100	%	$	15,653,376		100	%
Customer repo sweeps		617,038					564,038					600,225					592,203					635,697
Customer repo term		4,882					115,032					448,782					619,897					509,332

Total customer funding		621,920					679,070					1,049,007					1,212,100					1,145,029

Total deposits and customer funding	$	18,043,214				$	17,618,935				$	17,499,599				$	16,318,971				$	16,798,405

Network transaction deposits included above in interest-bearing demand and money market	$	2,054,714				$	1,684,745				$	1,740,434				$	1,234,010				$	1,171,679
Total network transaction deposits and Brokered CDs		2,104,633					1,711,015					1,774,046					1,275,114					1,218,172
Total deposits and customer funding, excluding Brokered CDs and network transaction deposits	$	15,938,581				$	15,907,920				$	15,725,553				$	15,043,857				$	15,580,233

Allowance for Loan Losses

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

The 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 (see Table 5), net charge offs (see Table 7) and nonperforming assets (see Table 8). The Corporation’s process, designed to assess the appropriateness of the allowance for loan losses, includes an allocation methodology, as well as management’s ongoing review and grading of the loan portfolio into criticized and non-criticized categories. The allocation methodology focuses on 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. 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 allocation of the allowance for loan losses at March 31, 2013 and December 31, 2012 was generally comparable, whereby the Corporation segregated its loss factors (used for both criticized and non-criticized loan categories) into a component primarily based on historical loss rates and a component primarily based on other qualitative factors that may affect loan collectability. Management allocates the allowance for loan losses by pools of risk within each loan portfolio. The allocation methodology consists of the following components: First, a valuation allowance estimate is established for specifically identified commercial and consumer loans determined by the Corporation to be impaired, using discounted cash flows, estimated fair value of underlying collateral, and / or other data available. Second, management allocates the allowance for loan losses with loss factors, for criticized loan pools by loan type as well as for non-criticized loan pools by loan type, primarily based on historical loss rates after considering loan type, historical loss and delinquency experience, and industry statistics. Loans that have been criticized are considered to have a higher risk of default than non-criticized loans, as circumstances were present to support the lower loan grade, warranting higher loss factors. The loss factors applied in the methodology are periodically re-evaluated and adjusted to reflect changes in historical loss levels or other risks. Lastly, management allocates the allowance for loan losses to absorb unrecognized losses that may not be provided for by the other components due to other factors evaluated by management, such as limitations within the credit risk grading process, known current economic or business conditions that may not yet show in trends, industry or other concentrations with current issues that impose higher inherent risks than are reflected in the loss factors, and other relevant considerations. Because each of the criteria used is subject to change, the allocation of the allowance for loan losses is made for analytical purposes and is not necessarily indicative of the trend of future loan losses in any particular category. The total allowance for loan losses is available to absorb losses from any segment of the loan portfolio.

At March 31, 2013, the allowance for loan losses was $287 million compared to $356 million at March 31, 2012, and $297 million at December 31, 2012. At March 31, 2013, the allowance for loan losses to total loans was 1.84% and covered 127% of nonaccrual loans, compared to 2.50% and 109%, respectively, at March 31, 2012, and 1.93% and 118%, respectively, at December 31, 2012. The provision for loan losses for the first quarter of 2013 was $4 million, compared to $0 for the first quarter of 2012, and $3 million for the full year 2012. Net charge offs were $14 million for the first quarter of 2013, $22 million for the comparable period ended March 31, 2012, and $84 million for the full year 2012. The ratio of net charge offs to average loans on an annualized basis was 0.38%, 0.61%, and 0.57% for the three months ended March 31, 2013, and 2012, and the full year 2012, respectively. Tables 7 and 8 provide additional information regarding activity in the allowance for loan losses, impaired loans, and nonperforming assets. See Note 6, “Loans, Allowance for Loan Losses, and Credit Quality,” of the notes to consolidated financial statements for additional allowance for loan losses disclosures.

Credit quality continued to improve during the first quarter of 2013. Nonaccrual loans declined to $225 million (representing 1.45% of total loans), down 31% from March 31, 2012 and down 11% from December 31, 2012, due to organic portfolio improvements, including a lower level of loans moving into the nonaccrual and potential problem loan categories. Loans past due 30-89 days totaled $63 million at March 31, 2013, an increase of 2% from March 31, 2012 and a decrease of 2% from December 31, 2012, while potential problem loans declined to $344 million, a reduction from both the first quarter of 2012 and year-end 2012. For the remainder of 2013, the Corporation expects continuing improvement in credit trends and an increase in the provision for loan losses consistent with new loan growth.

Management believes the level of allowance for loan losses to be appropriate at March 31, 2013 and December 31, 2012.

Consolidated net income and stockholders’ equity could be affected if management’s estimate of the allowance for loan losses is subsequently materially different, requiring additional or less provision for loan losses to be recorded. Management carefully considers numerous detailed and general factors, its assumptions, and the likelihood of materially different conditions that could alter its assumptions. 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. Additionally, larger credit relationships (defined by management as over $25 million) do not inherently create more risk, but can create wider fluctuations in net charge offs and credit quality. As an integral part of their examination process, various federal and state regulatory agencies also review the allowance for loan losses. These 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.

TABLE 7

Allowance for Loan Losses

($ in Thousands)


	At and For the Three Months Ended March 31,								At and For the Year Ended December 31,
	2013				2012				2012
Allowance for Loan Losses:
Balance at beginning of period	$	297,409			$	378,151			$	378,151
Provision for loan losses		4,000				—				3,000
Charge offs		(27,128	)			(31,259	)			(117,046	)
Recoveries		12,642				9,406				33,304

Net charge offs		(14,486	)			(21,853	)			(83,742	)

Balance at end of period	$	286,923			$	356,298			$	297,409

Net loan charge offs:				(A)				(A)				(A)
Commercial and industrial	$	696		6	$	3,872		42	$	24,877		63
Commercial real estate—owner occupied		1,518		51		415		16		3,627		33
Lease financing		(12	)	(8)		(1,836	)	N/M		(1,102	)	N/M

Commercial and business lending		2,202		16		2,451		20		27,402		53
Commercial real estate—investor		163		2		7,354		113		9,204		33
Real estate construction		1,392		82		230		16		1,459		25

Commercial real estate lending		1,555		18		7,584		96		10,663		32

Total commercial		3,757		17		10,035		50		38,065		45
Home equity revolving lines of credit		3,615		159		5,604		215		16,011		159
Home equity loans 1st liens		765		32		806		29		3,700		34
Home equity loans junior liens		1,957		303		2,540		307		10,516		344

Home equity		6,337		119		8,950		144		30,227		125
Installment		177		16		101		7		1,823		36
Residential mortgage		4,215		47		2,767		34		13,627		41

Total consumer		10,729		70		11,818		76		45,677		73

Total net charge offs	$	14,486		38	$	21,853		61	$	83,742		57

CRE & Construction Net Charge Off Detail:				(A)				(A)				(A)
Farmland	$	398		N/M	$	53		83	$	(47	)	(21)
Multi-family		(533	)	(24)		(66	)	(4)		103		1
Non-owner occupied		298		6		7,367		160		9,148		47

Commercial real estate—investor	$	163		2	$	7,354		113	$	9,204		33

1-4 family construction	$	141		29	$	(605	)	(225)	$	(1,541	)	N/M
All other construction		1,251		103		835		73		3,000		66

Real estate construction	$	1,392		82	$	230		16	$	1,459		25


(A) – Annualized ratio of net charge offs to average loans by loan type in basis points.
N/M – Not meaningful.

Ratios:
Allowance for loan losses to total loans		1.84	%			2.50	%			1.93	%
Allowance for loan losses to net charge offs (annualized)		4.9x				4.1x				3.6x

TABLE 7 (continued)

Allowance for Loan Losses

($ in Thousands)


Quarterly Trends:	March 31, 2013				December 31, 2012				September 30, 2012				June 30, 2012				March 31, 2012
Allowance for Loan Losses:
Balance at beginning of period	$	297,409			$	315,150			$	332,658			$	356,298			$	378,151
Provision for loan losses		4,000				3,000				—				—				—
Charge offs		(27,128	)			(30,417	)			(25,030	)			(30,340	)			(31,259	)
Recoveries		12,642				9,676				7,522				6,700				9,406

Net charge offs		(14,486	)			(20,741	)			(17,508	)			(23,640	)			(21,853	)

Balance at end of period	$	286,923			$	297,409			$	315,150			$	332,658			$	356,298

Net loan charge offs:				(A)				(A)				(A)				(A)				(A)
Commercial and industrial	$	696		6	$	2,630		25	$	3,831		37	$	14,544		151	$	3,872		42
Commercial real estate—owner occupied		1,518		51		2,056		69		(8	)	(0)		1,164		43		415		16
Lease financing		(12	)	(8)		754		480		(20	)	(13)		—		—		(1,836	)	N/M

Commercial and business lending		2,202		16		5,440		40		3,803		29		15,708		126		2,451		20
Commercial real estate—investor		163		2		(232	)	(3)		1,905		27		177		3		7,354		113
Real estate construction		1,392		82		858		54		(187	)	(12)		558		40		230		16

Commercial real estate lending		1,555		18		626		7		1,718		20		735		9		7,584		96

Total commercial		3,757		17		6,066		27		5,521		25		16,443		79		10,035		50
Home equity revolving lines of credit		3,615		159		3,590		148		4,180		167		2,637		104		5,604		215
Home equity loans first liens		765		32		1,060		40		1,056		38		778		28		806		29
Home equity loans junior liens		1,957		303		3,421		486		2,686		361		1,869		240		2,540		307

Home equity		6,337		119		8,071		140		7,922		132		5,284		86		8,950		144
Installment		177		16		1,027		86		324		26		371		28		101		7
Residential mortgage		4,215		47		5,577		64		3,741		45		1,542		19		2,767		34

Total consumer		10,729		70		14,675		93		11,987		77		7,197		46		11,818		76

Total net charge offs	$	14,486		38	$	20,741		55	$	17,508		47	$	23,640		65	$	21,853		61

CRE & Construction Net Charge Off Detail:				(A)				(A)				(A)				(A)				(A)
Farmland	$	398		N/M		—		—		(100	)	(195)		—		—		53		83
Multi-family		(533	)	(24)		99		5		55		3		15		1		(66	)	(4)
Non-owner occupied		298		6		(331	)	(7)		1,950		39		162		3		7,367		160

Commercial real estate—investor	$	163		2		(232	)	(3)		1,905		27		177		3		7,354		113

1-4 family construction	$	141		29		(295	)	(73)		(530	)	(145)		(111	)	(35)		(605	)	(225)
All other construction		1,251		103		1,153		98		343		30		669		62		835		73

Real estate construction	$	1,392		82		858		54		(187	)	(12)		558		40		230		16

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

N/M – Not meaningful.

TABLE 8

Nonperforming Assets

($ in Thousands)


	March 31, 2013				December 31, 2012				September 30, 2012				June 30, 2012				March 31, 2012
Nonperforming assets :
Nonaccrual loans:
Commercial	$	137,548			$	152,456			$	177,988			$	212,997			$	217,070
Residential mortgage		52,181				59,359				58,824				60,292				62,760
Retail		35,707				41,053				41,360				44,583				47,255

Total nonaccrual loans (NALs)		225,436				252,868				278,172				317,872				327,085
Other real estate owned (OREO)		35,156				34,900				36,053				40,029				34,425

Total nonperforming assets (NPAs)	$	260,592			$	287,768			$	314,225			$	357,901			$	361,510

Accruing loans past due 90 days or more:
Commercial	$	4,595			$	1,036			$	1,667			$	4,563			$	1,874
Residential mortgage		144				144				—				—				—
Retail		951				1,109				667				661				623

Total accruing loans past due 90 days or more	$	5,690			$	2,289			$	2,334			$	5,224			$	2,497

Restructured loans (accruing):
Commercial	$	88,932			$	88,182			$	103,531			$	90,677			$	90,163
Residential mortgage		20,941				22,284				22,121				21,302				20,465
Retail		10,220				10,621				10,139				10,250				10,091

Total restructured loans (accruing)	$	120,093			$	121,087			$	135,791			$	122,229			$	120,719

Nonaccrual restructured loans (included in nonaccrual loans)	$	67,811			$	80,590			$	74,251			$	86,395			$	79,946
Ratios:
Nonaccrual loans to total loans		1.45	%			1.64	%			1.86	%			2.16	%			2.29	%
NPAs to total loans plus OREO		1.67	%			1.86	%			2.09	%			2.43	%			2.53	%
NPAs to total assets		1.12	%			1.23	%			1.38	%			1.62	%			1.65	%
Allowance for loan losses to NALs		127.27	%			117.61	%			113.29	%			104.65	%			108.93	%
Allowance for loan losses to total loans		1.84	%			1.93	%			2.11	%			2.26	%			2.50	%

Nonperforming assets by type:				(A)				(A)				(A)				(A)				(A)
Commercial and industrial	$	33,242		1%	$	39,182		1%	$	41,694		1%	$	46,111		1%	$	50,641		1%
Commercial real estate—owner occupied		23,199		2%		24,254		2%		27,161		2%		33,417		3%		31,888		3%
Lease financing		2,165		4%		3,031		5%		5,927		10%		8,260		13%		9,040		15%

Commercial and business lending		58,606		1%		66,467		1%		74,782		1%		87,788		2%		91,569		2%
Commercial real estate—investor		56,776		2%		58,687		2%		71,522		3%		88,806		3%		89,030		3%
Real estate construction		22,166		3%		27,302		4%		31,684		5%		36,403		6%		36,471		6%

Commercial real estate lending		78,942		2%		85,989		2%		103,206		3%		125,209		4%		125,501		4%

Total commercial		137,548		1%		152,456		2%		177,988		2%		212,997		2%		217,070		3%
Home equity revolving lines of credit		15,914		2%		20,446		2%		19,242		2%		22,651		2%		25,631		2%
Home equity loans first liens		8,626		1%		8,717		1%		9,425		1%		7,870		1%		8,286		1%
Home equity loans junior liens		9,405		4%		10,052		4%		9,800		3%		11,015		4%		10,711		3%

Home equity		33,945		2%		39,215		2%		38,467		2%		41,536		2%		44,628		2%
Installment		1,762		— %		1,838		— %		2,893		1%		3,047		1%		2,627		— %
Residential mortgage		52,181		2%		59,359		2%		58,824		2%		60,292		2%		62,760		2%

Total consumer		87,888		1%		100,412		2%		100,184		2%		104,875		2%		110,015		2%

Total nonaccrual loans		225,436		1%		252,868		2%		278,172		2%		317,872		2%		327,085		2%
Commercial real estate owned		15,142				16,664				15,984				18,670				20,119
Residential real estate owned		12,078				12,748				11,219				11,309				10,971
Bank properties real estate owned		7,936				5,488				8,850				10,050				3,335

Other real estate owned		35,156				34,900				36,053				40,029				34,425

Total nonperforming assets	$	260,592			$	287,768			$	314,225			$	357,901			$	361,510

Commercial real estate & Real estate construction NALs Detail:
Farmland	$	—		— %	$	803		5%	$	1,132		6%	$	1,327		6%	$	1,337		5%
Multi-family		8,306		1%		9,328		1%		11,448		1%		8,194		1%		6,920		1%
Non-owner occupied		48,470		2%		48,556		2%		58,942		3%		79,285		4%		80,773		4%

Commercial real estate—investor	$	56,776		2%	$	58,687		2%	$	71,522		3%	$	88,806		3%	$	89,030		3%

1-4 family construction	$	14,538		7%	$	16,639		9%	$	16,725		12%	$	19,049		14%	$	20,487		18%
All other construction		7,628		1%		10,663		2%		14,959		3%		17,354		4%		15,984		4%

Real estate construction	$	22,166		3%	$	27,302		4%	$	31,684		5%	$	36,403		6%	$	36,471		6%

(A)	Ratio of nonaccrual loans by type to total loans by type.

TABLE 8 (continued)

Nonperforming Assets

($ in Thousands)


	March 31, 2013		December 31, 2012		September 30, 2012		June 30, 2012		March 31, 2012
Loans 30-89 days past due by type:
Commercial and industrial	$	10,263	$	11,339	$	3,795	$	4,465	$	12,643
Commercial real estate—owner occupied		6,804		11,053		4,843		2,125		7,532
Leasing		283		12		17		39		40

Commercial and business lending		17,350		22,404		8,655		6,629		20,215
Commercial real estate—investor		25,201		13,472		8,809		12,854		8,313
Real estate construction		2,287		3,155		1,254		1,618		1,736

Commercial real estate lending		27,488		16,627		10,063		14,472		10,049

Total commercial		44,838		39,031		18,718		21,101		30,264
Home equity revolving lines of credit		1,832		7,829		9,543		7,298		10,841
Home equity loans first liens		1,869		1,457		1,535		3,906		2,982
Home equity loans junior liens		2,848		4,252		3,745		4,098		4,184

Home equity		6,549		13,538		14,823		15,302		18,007
Installment		2,500		2,109		1,693		1,558		2,813
Residential mortgage		8,793		9,403		6,878		9,836		10,114

Total consumer		17,842		25,050		23,394		26,696		30,934

Total loans past due 30-89 days	$	62,680	$	64,081	$	42,112	$	47,797	$	61,198

Commercial real estate & Real estate construction loans 30-89 days past due detail:
Farmland	$	172	$	101	$	15	$	—	$	—
Multi-family		15,612		1,901		469		3,713		4,130
Non-owner occupied		9,417		11,470		8,325		9,141		4,183

Commercial real estate—investor	$	25,201	$	13,472	$	8,809	$	12,854	$	8,313

1-4 family construction	$	1,088	$	503	$	809	$	1,191	$	676
All other construction		1,199		2,652		445		427		1,060

Real estate construction	$	2,287	$	3,155	$	1,254	$	1,618	$	1,736

Potential problem loans by type:
Commercial and industrial	$	127,367	$	128,434	$	120,888	$	121,764	$	157,778
Commercial real estate—owner occupied		93,098		99,592		120,034		108,508		112,673
Leasing		251		264		214		324		487

Commercial and business lending		220,716		228,290		241,136		230,596		270,938
Commercial real estate—investor		101,775		107,068		133,046		142,453		167,339
Real estate construction		10,040		13,092		18,477		23,905		27,654

Commercial real estate lending		111,815		120,160		151,523		166,358		194,993

Total commercial		332,531		348,450		392,659		396,954		465,931
Home equity revolving lines of credit		450		520		518		919		608
Home equity loans first liens		—		—		—		—		—
Home equity loans junior liens		2,871		3,150		2,825		3,254		3,833

Home equity		3,321		3,670		3,343		4,173		4,441
Installment		99		111		131		127		142
Residential mortgage		7,882		8,762		8,197		8,658		9,580

Total consumer		11,302		12,543		11,671		12,958		14,163

Total potential problem loans	$	343,833	$	360,993	$	404,330	$	409,912	$	480,094

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

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

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

Nonaccrual loans were $225 million at March 31, 2013, compared to $327 million at March 31, 2012 and $253 million at December 31, 2012. As shown in Table 8, total nonaccrual loans were down $102 million since March 31, 2012, with commercial nonaccrual loans down $80 million while consumer-related nonaccrual loans were down $22 million. Since December 31, 2012, total nonaccrual loans decreased $28 million, with commercial nonaccrual loans down $15 million and consumer nonaccrual loans down $13 million. The ratio of nonaccrual loans to total loans was 1.45% at March 31, 2013, compared to 2.29% at March 31, 2012 and 1.64% at December 31, 2012. The Corporation’s allowance for loan losses to nonaccrual loans was 127% at March 31, 2013, up from 109% at March 31, 2012 and 118% at December 31, 2012, respectively.

Accruing Loans Past Due 90 Days or More : Loans past due 90 days or more but still accruing interest are classified as such where the underlying loans are both well secured (the collateral value is sufficient to cover principal and accrued interest) and are in the process of collection. At March 31, 2013, accruing loans 90 days or more past due totaled $6 million compared to $2 million at March 31, 2012 and $2 million at December 31, 2012, respectively.

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

At March 31, 2013, the Corporation had total restructured loans of $188 million (including $68 million classified as nonaccrual and $120 million performing in accordance with the modified terms), compared to $201 million at March 31, 2012 (including $80 million classified as nonaccrual and $121 million performing in accordance with the modified terms) and $202 million at December 31, 2012 (including $81 million classified as nonaccrual and $121 million performing in accordance with the modified terms).

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. At March 31, 2013, potential problem loans totaled $344 million, compared to $480 million at March 31, 2012 and $361 million at December 31, 2012, respectively.

Other Real Estate Owned: Other real estate owned was $35 million at March 31, 2013, compared to $34 million at March 31, 2012 and $35 million at December 31, 2012, respectively. Write-downs on other real estate owned were $1 million and $3 million for the first quarter of 2013 and 2012, respectively, and $8 million for the full year 2012. 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 March 31, 2013 the Corporation was in compliance with its internal liquidity objectives.

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


	March 31, 2013
	Moody’s	S&P	Fitch	DBRS
Bank short-term	P2	—	F2	R2H
Bank long-term	A3	BBB+	BBB-	BBBH
Corporation short-term	P2	—	F3	R2M
Corporation long-term	Baa1	BBB	BBB-	BBB
Outlook	Stable	Stable	POS	Stable

The Corporation also has multiple funding sources that could be used to increase liquidity and provide additional financial flexibility. The Parent Company filed a “shelf” registration in January 2012, under which the Parent Company may offer any combination of the following securities, either separately or in units: debt securities, preferred stock, depositary shares, common stock, and warrants. In September 2012, the Corporation issued $155 million of senior notes due in March 2014 which bear a 1.875% fixed coupon. The Parent Company also has a $200 million commercial paper program, of which, $64 million was outstanding at March 31, 2013.

While dividends and service fees from subsidiaries and proceeds from issuance of capital are primary funding sources for the Parent Company, these sources could be limited or costly (such as by regulation or subject to the capital needs of its subsidiaries or by market appetite for bank holding company stock). The Parent Company received dividends of $238 million during the first quarter of 2013 from subsidiaries.

The Bank has established federal funds lines with counterparty banks and the ability to borrow from the Federal Home Loan Bank ($1.3 billion of Federal Home Loan Bank advances were outstanding at March 31, 2013). The Bank also has significant excess loan and investment securities collateral which could be pledged to secure additional deposits or to counterparty banks, the Federal Home Loan Bank or other parties as necessary. Associated Bank may also issue institutional certificates of deposit, network transaction deposits, and brokered certificates of deposit.

Investment securities are an important tool to the Corporation’s liquidity objective. As of March 31, 2013, the majority of investment securities are classified as available for sale, with a very small portion of municipal securities (approximately 1% of the total investment securities portfolio) classified as held to maturity. Of the $5.0 billion investment securities portfolio at March 31, 2013, a portion of these securities were pledged to secure $2.0 billion of collateralized deposits and $622 million of repurchase agreements and for other purposes as required or permitted by law. The majority of the remaining investment securities of $2.1 billion could be pledged or sold to enhance liquidity, if necessary.

For the three months ended March 31, 2013, net cash provided by operating activities was $134 million while net cash used in investing and financing activities was $220 million and $224 million, respectively, for a net decrease in cash and cash equivalents of $310 million since year-end 2012. During the first three months of 2013, loans increased $141 million and investment securities increased $38 million. On the funding side, deposits increased $481 million, while short-term funding and long-term funding decreased $558 million and $100 million, respectively.

For the three months ended March 31, 2012, net cash provided by operating and investing activities was $112 million and $10 million, respectively, while net cash used in financing activities was $27 million, respectively, for a net increase in cash and cash equivalents of $95 million since year-end 2011. During the first three months of 2012, loans increased $223 million and investment securities decreased $268 million, as run-off from the investment securities portfolio was utilized to fund loan growth. On the funding side, deposits increased $563 million while short-term funding decreased $578 million (reflecting the Corporation’s strategy to shift funds away from repurchase agreements and into more traditional deposit products).

Quantitative and Qualitative Disclosures about Market Risk

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

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

Interest Rate Risk

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

Simulation of earnings: Determining the sensitivity of short-term future earnings is accomplished through the use of simulation modeling. The earnings simulations model the balance sheet as an ongoing concern. Future business assumptions involving projected balance sheet growth assumptions, market spreads, prepayments for future rate-sensitive balances, and the reinvestment of maturing assets and liabilities are included. These items are incorporated to project net interest income based on running various interest rate scenarios from a baseline scenario. The Corporation runs numerous scenarios including instantaneous and gradual changes to market interest rates as well as yield curve slope changes. It then compares such scenarios to the baseline scenario to quantify its earnings sensitivity.

The resulting simulations for March 31, 2013, and December 31, 2012 projected that net interest income would increase by approximately 2.4% and 3.4%, respectively, if rates rose by a 100 bp shock. As of March 31, 2013, the simulations of earnings results were within the Corporation’s interest rate risk policy.

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

These results are based on multiple path simulations using an interest rate simulation model calibrated to market traded instruments. Sensitivities are measured assuming several factors including immediate and sustained parallel and non-parallel changes in market rates, yield curves and rate indexes. These factors quantify yield curve risk, basis risk, options risk, repricing mismatch risk, and market spread risk. The results are also considered to be conservative estimates due to the fact that no management action to mitigate potential income variances is included within the simulation process including factors such as future balance sheet growth, changes in yield curve relationships, and changing product spreads. As of March 31, 2013, the projected changes for the market value of equity were within the Corporation’s interest rate risk policy.

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

The Corporation utilizes a variety of financial instruments in the normal course of business to meet the financial needs of its customers and to manage its own exposure to fluctuations in interest rates. These financial instruments include lending-related commitments and derivative instruments. A discussion of the Corporation’s derivative instruments at March 31, 2013, is included in Note 10, “Derivative and Hedging Activities,” of the notes to consolidated financial statements. A discussion of the Corporation’s lending-related commitments is included in Note 12, “Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities,” of the notes to consolidated financial statements. See also Note 8, “Short and Long-Term Funding,” of the notes to consolidated financial statements for additional information on the Corporation’s short-term and long-term funding.

Table 9 summarizes significant contractual obligations and other commitments at March 31, 2013, at those amounts contractually due to the recipient, including any premiums or discounts, hedge basis adjustments, or other similar carrying value adjustments.

TABLE 9: Contractual Obligations and Other Commitments


	One Year or Less		One to Three Years		Three to Five Years		Over Five Years		Total
	($ in Thousands)
Time deposits	$	1,392,099	$	338,770	$	210,014	$	26,556	$	1,967,439
Short-term funding		1,769,552		—		—		—		1,769,552
Long-term funding		455,021		434,116		80		25,846		915,063
Operating leases		12,192		22,239		20,683		42,441		97,555
Commitments to extend credit		3,506,553		1,298,160		1,023,756		108,792		5,937,261

Total	$	7,135,417	$	2,093,285	$	1,254,533	$	203,635	$	10,686,870

Capital

Stockholders’ equity at March 31, 2013 was $2.9 billion, relatively unchanged from December 31, 2012. At March 31, 2013, stockholders’ equity included $43 million of accumulated other comprehensive income compared to $49 million of accumulated other comprehensive income at December 31, 2012. Cash dividends of $0.08 per share were paid in the first quarter of 2013 and $0.05 per share were paid in the first quarter of 2012. Total stockholders’ equity to assets was 12.61% and 12.50% at March 31, 2013 and December 31, 2012, respectively.

On November 13, 2012, the Board of Directors approved the repurchase of up to an aggregate amount of $125 million of common stock to be made available for reissuance in connection with the Corporation’s employee incentive plans and / or for other corporate purposes, of which $65 million remains authorized for repurchase at March 31, 2013. During the first quarter of 2013, 2.1 million shares were repurchased for $30 million (or an average cost per common share of $14.31), while during 2012, 4.7 million shares were repurchased for $60 million (or an average cost per common share of $12.77). The Corporation also repurchased shares for minimum tax withholding settlements on equity compensation during 2012 and the first quarter of 2013. See Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds,” for additional information on the shares repurchased during the first quarter of 2013. 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, privately negotiated transactions, accelerated share repurchase programs, or similar facilities.

On June 7, 2012, the Board of Governors of the Federal Reserve System approved for publication in the federal register three related notices of proposed rulemaking (the “NPRs”) relating to the implementation of revised capital rules to reflect the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act as well as the Basel III international capital standards. On November 9, 2012, following a public comment period, the U.S. federal banking agencies issued a joint press release announcing that the January 1, 2013 effective date was being delayed so the agencies could consider operational and transitional issues identified in the large volume of public comments received. It is anticipated that the U.S. federal banking agencies will formalize the implementation of the Basel III framework applicable to domestic banks in the United States during 2013. Among other things, the revised rules, if adopted as proposed, would establish a new capital standard consisting of common equity Tier 1 capital; would increase the capital ratios required for certain existing capital categories and would add a requirement for a capital conservation buffer. In addition, proposed changes in regulatory capital standards would phase-out trust preferred securities as a component of Tier 1 capital over a 10-year period, originally scheduled to commence on January 1, 2013. The NPRs contemplate the deduction of more assets from regulatory capital and propose revisions to the methodologies for determining risk weighted assets, including applying a more risk-sensitive treatment to residential mortgage exposures and to past due or nonaccrual loans. The NPRs provide for various phase-in periods over the next several years. Management believes both the Corporation and the Bank would be “well capitalized” if the NPRs were currently effective. However, the NPRs may be changed before they are adopted, and the actual impact of the final rules cannot be predicted with any certainty.

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

TABLE 10

Capital Ratios

(In Thousands, except per share data)


	Quarter Ended
	March 31,			December 31,			September 30,			June 30,			March 31,
	2013			2012			2012			2012			2012
Total stockholders’ equity	$	2,936,265		$	2,936,399		$	2,950,452		$	2,909,621		$	2,900,873
Tangible stockholders’ equity ⁽¹⁾		1,992,881			1,992,004			2,005,008			1,963,129			1,953,332
Tier 1 capital ⁽²⁾		1,944,682			1,938,806			2,113,203			2,071,801			2,088,054
Tier 1 common equity ⁽³⁾		1,881,410			1,875,534			1,869,931			1,828,529			1,819,782
Tangible common equity ⁽¹⁾		1,929,609			1,928,732			1,941,736			1,899,857			1,890,060
Total risk-based capital ⁽²⁾		2,173,859			2,167,954			2,335,451			2,290,491			2,299,239
Tangible assets ⁽¹⁾		22,334,384			22,543,340			21,792,910			21,134,608			20,966,129
Risk weighted assets ⁽²⁾		16,162,689			16,149,038			15,574,666			15,188,147			14,569,912
Market capitalization		2,546,953			2,221,268			2,259,006			2,263,549			2,427,965

Book value per common share	$	17.13		$	16.97		$	16.82		$	16.59		$	16.32
Tangible book value per common share		11.51			11.39			11.31			11.07			10.87
Cash dividend per common share		0.08			0.08			0.05			0.05			0.05
Stock price at end of period		15.19			13.12			13.16			13.19			13.96
Low closing price for the period		13.46			12.19			12.04			11.76			11.43
High closing price for the period		15.30			13.54			13.79			13.97			14.63

Total stockholders’ equity / assets		12.61	%		12.50	%		12.98	%		13.18	%		13.24	%
Tangible common equity / tangible assets ⁽¹⁾		8.64			8.56			8.91			8.99			9.01
Tangible stockholders’ equity / tangible assets ⁽¹⁾		8.92			8.84			9.20			9.29			9.32
Tier 1 common equity / risk-weighted assets ⁽³⁾		11.64			11.61			12.01			12.04			12.49
Tier 1 leverage ratio ⁽²⁾		8.78			8.98			9.99			9.95			10.03
Tier 1 risk-based capital ratio ⁽²⁾		12.03			12.01			13.57			13.64			14.33
Total risk-based capital ratio ⁽²⁾		13.45			13.42			15.00			15.08			15.78

Common shares outstanding (period end)		167,673			169,304			171,657			171,611			173,923
Basic common shares outstanding (average)		168,234			170,707			171,650			172,839			173,846
Diluted common shares outstanding (average)		168,404			170,896			171,780			172,841			173,848

(1)

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

(2)

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

(3)

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

TABLE 11

Selected Quarterly Information

($ in Thousands)


	Quarter Ended
	March 31, 2013			December 31, 2012			September 30, 2012			June 30, 2012			March 31, 2012
*Summary of Operations:*
Net interest income	$	157,653		$	161,455		$	155,602		$	154,267		$	154,668
Provision for loan losses		4,000			3,000			—			—			—
Noninterest income
Trust service fees		10,910			10,429			10,396			10,125			9,787
Service charges on deposit accounts		16,829			16,817			17,290			16,768			18,042
Card-based and other nondeposit fees		11,950			12,690			12,209			12,084			10,879
Insurance commissions		11,763			10,862			11,650			12,912			11,590
Brokerage and annuity commissions		3,516			3,678			3,632			4,206			4,127

Total core fee-based revenue		54,968			54,476			55,177			56,095			54,425
Mortgage banking, net		17,765			13,530			15,581			16,735			17,654
Capital market fees, net		2,583			4,243			3,609			2,673			3,716
BOLI income		2,970			3,206			3,290			3,164			4,292
Asset gains (losses), net		836			(209	)		(3,309	)		(4,984	)		(3,594	)
Investment securities gains, net		300			152			3,506			563			40
Other		2,578			2,507			3,134			1,705			1,913

Total noninterest income		82,000			77,905			80,988			75,951			78,446
Noninterest expense
Personnel expense		97,907			98,073			95,231			93,819			94,281
Occupancy		15,662			17,273			14,334			14,008			15,179
Equipment		6,167			6,444			5,935			5,719			5,468
Data processing		11,508			11,706			11,022			11,304			9,516
Business development and advertising		4,537			5,395			5,059			5,468			5,381
Other intangible amortization		1,011			1,049			1,048			1,049			1,049
Loan expense		3,284			3,130			3,297			2,948			2,910
Legal and professional fees		5,345			8,174			7,686			5,657			9,715
Losses other than loans		(316	)		3,071			3,577			2,060			3,550
Foreclosure / OREO expense		2,422			3,293			4,071			4,343			3,362
FDIC expense		5,432			4,813			5,017			4,778			4,870
Other		13,956			13,907			13,426			14,877			14,481

Total noninterest expense		166,915			176,328			169,703			166,030			169,762
Income tax expense		21,350			13,404			20,492			20,871			20,719

Net income		47,388			46,628			46,395			43,317			42,633
Preferred stock dividends and discount accretion		1,300			1,300			1,300			1,300			1,300

Net income available to common equity	$	46,088		$	45,328		$	45,095		$	42,017		$	41,333

Taxable equivalent net interest income	$	162,743		$	166,676		$	160,870		$	159,521		$	159,971
Net interest margin		3.17	%		3.32	%		3.26	%		3.30	%		3.31	%
Effective tax rate		31.06	%		22.33	%		30.64	%		32.52	%		32.70	%
Average Balances:
Assets	$	23,038,708		$	22,461,886		$	22,016,748		$	21,684,600		$	21,659,139
Earning assets		20,680,919			20,032,432			19,659,796			19,386,046			19,371,729
Interest-bearing liabilities		15,719,383			14,840,162			14,940,697			14,922,006			14,920,413
Loans		15,448,152			15,131,102			14,916,793			14,602,602			14,310,441
Deposits		17,146,384			16,650,268			15,615,856			15,050,684			15,000,567
Short and long-term funding		2,758,923			2,638,661			3,286,943			3,566,346			3,603,700
Stockholders’ equity	$	2,913,499		$	2,978,618		$	2,933,710		$	2,915,322		$	2,890,185

Sequential Quarter Results

The Corporation recorded net income of $47 million for both the first quarter of 2013 and the fourth quarter of 2012. Net income available to common equity was $46 million for the first quarter of 2013, or net income of $0.27 for both basic and diluted earnings per common share. Comparatively, net income available to common equity for the fourth quarter of 2012, was $45 million, or net income of $0.26 for both basic and diluted earnings per common share (see Table 1).

Taxable equivalent net interest income for the first quarter of 2013 was $163 million, $4 million lower than the fourth quarter of 2012. Changes in the rate environment and product pricing decreased net interest income by $6 million and two less days in the first quarter decreased net interest income by $2 million; while changes in balance sheet volume and mix increased taxable equivalent net interest income by $4 million. The Federal funds target rate was unchanged for both quarters. The net interest margin between the sequential quarters was down 15 bp, to 3.17% in the first quarter of 2013. Average earning assets increased $648 million to $20.7 billion in the first quarter of 2013, with average investments and other short-term investments up $331 million and average loans up $317 million (predominantly in commercial loans). On the funding side, average interest-bearing deposits were up $759 million (primarily interest-bearing demand and money market) and average short and long-term funding was up $120 million; while noninterest-bearing demand deposits were down $263 million.

The Corporation reported another quarter of improving credit quality with nonaccrual loans of $225 million (1.45% of total loans) at March 31, 2013, down from $253 million (1.64% of total loans) at December 31, 2012 (see Table 8). Potential problem loans declined to $344 million, down $17 million from the fourth quarter of 2012. Annualized net charge offs represented 0.38% of average loans for the first quarter of 2013, compared to 0.55% for the fourth quarter of 2012. The allowance for loan losses to loans at March 31, 2013 was 1.84%, compared to 1.93% at December 31, 2012 (see Table 7). See discussion under sections, “Provision for Loan Losses,” “Allowance for Loan Losses,” and “Nonaccrual Loans, Potential Problem Loans, and Other Real Estate Owned.”

Noninterest income for the first quarter of 2013 increased $4 million (5%) to $82 million versus the fourth quarter of 2012. Net mortgage banking income was $18 million, up from net mortgage banking income of $14 million in the fourth quarter 2012, predominantly due a $3 million favorable change in the valuation allowance (from a recovery of $2 million in the fourth quarter of 2012 to a $5 million recovery in the first quarter of 2013).

On a sequential quarter basis, noninterest expense decreased $9 million (5%) to $167 million in the first quarter of 2013. Legal and professional fees decreased $3 million due to other professional consultant costs related to certain BSA regulatory compliance issues in 2012. Losses other than loans were down $3 million, partially due to the lower provision for losses on unfunded commitments reserve. Occupancy expense decreased $2 million due to lease breakage expense recognized in the fourth quarter of 2012 related to the Corporation’s efficiency initiatives. All remaining noninterest expense categories on a combined basis were down $1 million (1%).

For the first quarter of 2013, the Corporation recognized income tax expense of $21 million, compared to income tax expense of $13 million for the fourth quarter of 2012 (due to a reversal of a tax reserve in the fourth quarter of 2012). The effective tax rate was 31.06% and 22.33% for the first quarter of 2013 and the fourth quarter of 2012, respectively.

Future Accounting Pronouncements

New accounting policies adopted by the Corporation are discussed in Note 2, “New Accounting Pronouncements Adopted,” of the notes to consolidated financial statements. At this time, there are not any new accounting pronouncements recently issued or proposed but not yet required to be adopted.

Recent Developments

On April 23, 2013, the Board of Directors declared a regular quarterly cash dividend of $0.08 per common share, payable on June 17, 2013, to shareholders of record at the close of business on June 3, 2013. The Board of Directors also declared a regular quarterly cash dividend of $0.50 per depositary share on Associated Banc-Corp’s 8.00% Series B Perpetual Preferred Stock, payable on June 17, 2013, to shareholders of record at the close of business on June 3, 2013. These cash dividends have not been reflected in the accompanying consolidated financial statements.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

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

ITEM 4. Controls and Procedures

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

As of March 31, 2013, 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 March 31, 2013. No changes were made to the Corporation’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act of 1934) during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

The following is a description of the Corporation’s material pending legal proceedings.

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

Following are the Corporation’s monthly common stock purchases during the first quarter of 2013. For a discussion of the common stock repurchase authorizations and repurchases during the period, see section “Capital” included under Part I Item 2 of this document.


Period	Total Number of Shares Purchased ^(a)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans		Maximum Number of Shares that May Yet Be Purchased Under the Plan ^(b)
January 1, 2013—January 31, 2013		1,801,153	$	14.31		1,801,153		—
February 1, 2013—February 28, 2013		295,327		14.31		295,327		—
March 1, 2013—March 31, 2013		—		—		—		—

Total		2,096,480	$	14.31		2,096,480		4,279,131

(a)

During the first quarter of 2013, the Corporation repurchased 224,914 shares for minimum tax withholding settlements on equity compensation. These purchases are not included in the monthly common stock purchases table above and do not count against the maximum number of shares that may yet be purchased under the Board of Directors’ authorization.

(b)

On November 13, 2012, the Board of Directors authorized the Corporation to repurchase up to an aggregate amount of $125 million of common stock, of which, $95 million remained available to repurchase as of December 31, 2012. After adjusting the common stock repurchase authorization for the $30 million repurchased during the first quarter of 2013 under this authorization (i.e. $65 million remains authorized for repurchase) and using the closing stock price on March 31, 2013 of $15.19, a total of approximately 4.3 million common shares remain available to be repurchased under this authorization as of March 31, 2013.

ITEM 6. Exhibits

(a)

Exhibits:

Exhibit (3), Amended and Restated Bylaws of Associated Banc-Corp, is attached hereto.

Exhibit (10), Supplemental Executive Retirement Plan, updated as of January 2013, is incorporated by reference to Exhibit 99.1 to the Corporation’s Current Report on Form 8-K filed on January 22, 2013.

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

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

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

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, is attached hereto.

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. *

*	As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

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: May 3, 2013						/s/ Philip B. Flynn
						Philip B. Flynn
						President and Chief Executive Officer

Date: May 3, 2013						/s/ Christopher Del Moral-Niles
						Christopher Del Moral-Niles
						Chief Financial Officer

Date: May 3, 2013						/s/ Bryan R. McKeag
						Bryan R. McKeag
						Principal Accounting Officer

TABLE OF CONTENTS

Part I Financial Information Item 1. Financial Statements:Item 1. Financial Statements Continued:Note 1: Basis Of Presentation Note 2: New Accounting Pronouncements Adopted Note 3: Earnings Per Common Share Note 4: Stock-based Compensation Note 5: Investment Securities Note 6: Loans, Allowance For Loan Losses, and Credit Quality Note 7: Goodwill and Other Intangible Assets Note 8: Short and Long-term Funding Note 9: Income Taxes Note 10: Derivative and Hedging Activities Note 11: Balance Sheet Offsetting Note 12: Commitments, Off-balance Sheet Arrangements, and Contingent Liabilities Note 13: Fair Value Measurements Note 14: Retirement Plans Note 15: Segment Reporting Note 16: Accumulated Other Comprehensive Income (loss)Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II Other Information Item 1. Legal Proceedings Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 6. Exhibits

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