UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the fiscal year ended December 31, 2015
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from             to 
 
Commission file number: 001-31343
ASSOCIATED BANC-CORP
(Exact name of registrant as specified in its charter)
Wisconsin
  
39-1098068
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)
 
 
 
433 Main Street
Green Bay, Wisconsin
  
54301
(Address of principal executive offices)
  
(Zip Code)
Registrant’s telephone number, including area code: (920) 491-7500
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class
  
Name of each exchange on which registered
 
 
 
Common stock, par value $0.01 per share
Depositary Shares, each representing a 1/40 th  interest
in a share of 8.00% Perpetual Preferred Stock, Series B
Depositary Shares, each representing a 1/40 th  interest in a
 share of 6.125% Non-Cumulative Perpetual Preferred Stock, Series C
Warrants to purchase shares of Common Stock of
Associated Banc-Corp
  
The New York Stock Exchange
The New York Stock Exchange
 
The New York Stock Exchange

NYSE MKT

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes   þ         No   ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes   ¨         No   þ
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   þ         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   þ         No   ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
Large accelerated filer   þ
Accelerated filer   ¨
Non-accelerated filer   ¨
Smaller reporting company   ¨
 
 
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes   ¨         No   þ
As of June 30, 2015, (the last business day of the registrant’s most recently completed second fiscal quarter) the aggregate market value of the voting stock held by nonaffiliates of the registrant was approximately $3,022,670,000. This excludes approximately $35,309,000 of market value representing the outstanding shares of the registrant owned by all directors and officers who individually, in certain cases, or collectively, may be deemed affiliates. This includes approximately $67,796,000 of market value representing 2.22% of the outstanding shares of the registrant held in a fiduciary capacity by the trust company subsidiary of the registrant.
As of February 3, 2016, 149,705,825 shares of common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Document:
Proxy Statement for Annual Meeting of
Shareholders on April 26, 2016
  
Part of Form 10-K Into Which
Portions of Documents are Incorporated:
Part III
 




ASSOCIATED BANC-CORP
2015 FORM 10-K TABLE OF CONTENTS
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




Special Note Regarding Forward-Looking Statements
This document, including the documents that are incorporated by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act (the “Exchange Act”). You can identify forward-looking statements by words such as “may,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “could,” “future,” or the negative of those terms or other words of similar meaning. You should read statements that contain these words carefully because they discuss our future expectations or state other “forward-looking” information. Such forward-looking statements may relate to our financial condition, results of operations, plans, objectives, future performance, or business and are based upon the beliefs and assumptions of our management and the information available to our management at the time these disclosures are prepared. These forward-looking statements involve risks and uncertainties that we may not be able to accurately predict or control and our actual results may differ materially from those we described in our forward-looking statements. Shareholders should be aware that the occurrence of the events discussed under the heading “Risk Factors” in this document, and in the information incorporated by reference herein, could have an adverse effect on our business, results of operations, and financial condition. These factors, many of which are beyond our control, include the following:
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credit risks, including changes in economic conditions and risk relating to our allowance for credit losses;
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liquidity and interest rate risks, including the impact of capital market conditions and changes in monetary policy on our borrowings and net interest income;
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operational risks, including processing, information systems, cybersecurity, vendor problems, business interruption, and fraud risks;
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strategic and external risks, including economic, political, and competitive forces impacting our business;
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legal, compliance, and reputational risks, including regulatory and litigation risks; and
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the risk that our analyses of these risks and forces could be incorrect and / or that the strategies developed to address them could be unsuccessful.
For a discussion of these and other risks that may cause actual results to differ from expectations, please refer to the “Risk Factors” section of this document. The forward-looking statements contained or incorporated by reference in this document relate only to circumstances as of the date on which the statements are made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
PART I
ITEM 1.
BUSINESS
General
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,” “Associated,” “we,” “us,” or “our”) is a bank holding company registered pursuant to the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Our bank subsidiary, Associated Bank, National Association (“Associated Bank” or the “Bank”) traces its history back to the founding of the Bank of Neenah in 1861. We were incorporated in Wisconsin in 1964 and were inactive until 1969 when permission was received from the Board of Governors of the Federal Reserve System (the “Federal Reserve”) to acquire three banks. At December 31, 2015, we owned one nationally chartered commercial bank headquartered in Green Bay, Wisconsin which serves local communities across the upper Midwest, one nationally chartered trust company headquartered in Wisconsin, and 10 limited purpose banking and nonbanking subsidiaries either located in or conducting business primarily in our three-state footprint that are closely related or incidental to the business of banking or financial in nature. Measured by total assets reported at December 31, 2015, we are the largest commercial bank holding company headquartered in Wisconsin and one of the top 50, publicly traded, bank holding companies headquartered in the U.S.
Services
Through Associated Bank and various nonbanking subsidiaries, we provide a broad array of banking and nonbanking products and services to individuals and businesses through over 200 banking offices serving more than 100 communities, primarily within our three state branch footprint (Wisconsin, Illinois, and Minnesota). Our business is primarily relationship-driven and is organized into three reportable segments: Corporate and Commercial Specialty; Community, Consumer, and Business; and Risk Management

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and Shared Services. See Note 21, “Segment Reporting,” of the notes to consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data,” for additional information concerning our reportable segments.
Corporate and Commercial Specialty — The Corporate and Commercial Specialty segment serves a wide range of customers, including larger businesses, developers, not-for-profits, municipalities, and financial institutions. In serving this segment, we compete based on an in-depth understanding of our customers’ financial needs, the ability to match market competitive solutions to those needs, and the highest standards of relationship and service excellence in the delivery of these services. Delivery of services is provided through our corporate and commercial units, our commercial real estate unit, as well as our specialized industries and commercial financial services units. Within this segment we provide the following products and services: (1) lending solutions, such as commercial loans and lines of credit, commercial real estate financing, construction loans, letters of credit, leasing, asset based lending and, for our larger clients, loan syndications; (2) deposit and cash management solutions such as commercial checking and interest-bearing deposit products, cash vault and night depository services, liquidity solutions, payables and receivables solutions, and information services; and (3) specialized financial services such as interest rate risk management, foreign exchange solutions, and commodity hedging.
Community, Consumer, and Business — The Community, Consumer, and Business segment serves individuals, as well as small and mid-size businesses. In serving this segment, we compete based on providing a broad range of solutions to meet the needs of our customers in their entire financial lifecycle, convenient access to our services through multiple channels such as branches, phone based services, online and mobile banking, and a relationship based business model which assists our customers in navigating any changes and challenges in their financial circumstances. Delivery of services is provided through our various Consumer Banking, Community Banking, and Private Client units. Within this segment we provide the following products and services: (1) lending solutions such as residential mortgages, home equity loans and lines of credit, personal and installment loans, real estate financing, business loans, and business lines of credit; (2) deposit and transactional solutions such as checking, credit, debit and pre-paid cards, online banking and bill pay, and money transfer services; (3) investable funds solutions such as savings, money market deposit accounts, IRA accounts, certificates of deposit, fixed and variable annuities, full-service, discount and on-line investment brokerage; investment advisory services; trust and investment management accounts; (4) insurance and benefits-related products and services; and (5) fiduciary services such as administration of pension, profit-sharing and other employee benefit plans, fiduciary and corporate agency services, and institutional asset management.
Risk Management and Shared Services — The Risk Management and Shared Services segment includes Corporate Risk Management, Credit Administration, Finance, Treasury, Operations and Technology, which are key shared functions. The segment also includes Parent Company activity, intersegment eliminations and residual revenue and expenses, representing the difference between actual amounts incurred and the amounts allocated to operating segments, including interest rate risk residuals (funds transfer pricing mismatches) and credit risk and provision residuals (long-term credit charge mismatches). The earning assets within this segment include the Corporation’s investment portfolio, and capital includes both allocated and any remaining unallocated capital.
We are not dependent upon a single or a few customers, the loss of which would have a material adverse effect on us.
Employees
At December 31, 2015, we had 4,383 full-time equivalent employees. None of our employees are represented by unions.
Competition
The financial services industry is highly competitive. We compete for loans, deposits, and financial services in all of our principal markets. We compete directly with other bank and nonbank institutions located within our markets, internet-based banks, out-of-market banks and bank holding companies that advertise or otherwise serve our markets, money market and other mutual funds, brokerage houses, and various other financial institutions. Additionally, we compete with insurance companies, leasing companies, regulated small loan companies, credit unions, governmental agencies, and commercial entities offering financial services products. Competition involves efforts to retain current customers and to obtain new loans and deposits, the scope and type of services offered, interest rates paid on deposits and charged on loans, as well as other aspects of banking. We also face direct competition from subsidiaries of bank holding companies that have far greater assets and resources than ours.
Supervision and Regulation
Overview
The Corporation and its banking and nonbanking subsidiaries are subject to extensive regulation and oversight both at the federal and state levels. The following is an overview of the statutory and regulatory framework that affects the business of the Corporation and our subsidiaries.

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Bank Holding Company Act Requirements
As a registered bank holding company under the BHC Act, we are regulated, supervised, and examined by the Federal Reserve. In connection with applicable requirements, bank holding companies file periodic reports and other information with the Federal Reserve. The BHC Act also governs the activities that are permissible for bank holding companies and their affiliates and permits the Federal Reserve, in certain circumstances, to issue cease and desist orders and other enforcement actions against bank holding companies and their nonbanking affiliates to correct and curtail unsafe or unsound banking practices. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and longstanding Federal Reserve policy, bank holding companies are required to act as a source of financial strength to each of their banking subsidiaries pursuant to which such holding company may be required to commit financial resources to support such subsidiaries in circumstances when, absent such requirements, they might not otherwise do. The BHC Act further regulates holding company activities, including requirements and limitations relating to capital, transactions with officers, directors and affiliates, securities issuances, dividend payments, inter-affiliate liabilities, extensions of credit, and expansion through mergers and acquisitions.
The BHC Act allows certain qualifying bank holding companies that elect treatment as “financial holding companies” to engage in activities that are financial in nature and that explicitly include the underwriting and sale of insurance. The Parent Company thus far has not elected to be treated as a financial holding company. Bank holding companies that have not elected such treatment generally must limit their activities to banking activities and activities that are closely related to banking.
The Dodd-Frank Act
The Dodd-Frank Act, enacted in July 2010, significantly changed the bank regulatory structure and affected the lending, investment, trading and operating activities of financial institutions and their holding companies. Among other things, the Dodd-Frank Act established the Consumer Financial Protection Bureau (“CFPB”); provided for new capital standards that eliminate the treatment of trust preferred securities as Tier 1 regulatory capital; required that deposit insurance assessments be calculated based on an insured depository institution’s assets rather than its insured deposits; raised the minimum Designated Reserve Ratio (the balance in the Deposit Insurance Fund (“DIF”) divided by estimated insured deposits) to 1.35%; established a comprehensive regulatory regime for the derivatives activities of financial institutions; prohibited banking entities, after a transition period, from engaging in certain types of proprietary trading, as well as having investments in, sponsoring, and maintaining certain types of relationships with hedge funds and private equity funds (through provisions commonly referred to as the “Volcker Rule”); placed limitations on the interchange fees charged for debit card transactions; and established new minimum mortgage underwriting standards for residential mortgages. Pursuant to the Dodd-Frank Act, the Federal Deposit Insurance Corporation (the “FDIC”) has backup enforcement authority over a depository institution holding company, such as the Parent Company, if the conduct or threatened conduct of such holding company poses a risk to the DIF, although such authority may not be used if the holding company is generally in sound condition and does not pose a foreseeable and material risk to the DIF. The Dodd-Frank Act may have a material impact on the Corporation’s and the Bank’s operations, particularly through increased compliance costs resulting from possible future consumer and fair lending regulations. See the “Risk Factors” section for a more extensive discussion of this topic.
Regulation of Associated Bank and Trust Company
Associated Bank and our nationally chartered trust company subsidiary are regulated, supervised and examined by the Office of the Comptroller of the Currency (the “OCC”). The OCC has primary supervisory and regulatory authority over the operations of the Corporation’s national bank and trust company subsidiaries. As part of this authority, the national bank and trust company subsidiaries are required to file periodic reports with the OCC and are subject to regulation, supervision and examination by the OCC. Associated Bank, our only subsidiary that accepts insured deposits, is also subject to examination by the FDIC. We are subject to the enforcement and rule-making authority of the CFPB regarding consumer financial products. The CFPB has authority to create and enforce consumer protection rules and regulations and has the power to examine us for compliance with such rules and regulations. The CFPB also has the authority to prohibit “unfair, deceptive or abusive” acts and practices. The CFPB has examination and enforcement authority over all banks with more than $10 billion in assets, such as Associated Bank. The Dodd-Frank Act weakens the federal preemption available for national banks and gives broader rights to state attorneys general to enforce certain federal consumer protection laws.






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Banking Acquisitions
We are required to obtain prior Federal Reserve approval before acquiring more than 5% of the voting shares, or substantially all of the assets, of a bank holding company, bank or savings association. In addition, the prior approval of the OCC is required for a national bank to merge with another bank or purchase the assets or assume the deposits of another bank. In determining whether to approve a proposed bank acquisition, federal bank regulators will consider, among other factors, the effect of the acquisition on competition, the public benefits expected to be received from the acquisition, the projected capital ratios and levels on a post-acquisition basis, and the acquiring institution’s record of addressing the credit needs of the communities it serves, including the needs of low and moderate income neighborhoods, consistent with the safe and sound operation of the bank, under the Community Reinvestment Act. See the "Risk Factors" section for a more extensive discussion of this topic.
Banking Subsidiary Dividends
The Parent Company is a legal entity separate and distinct from its banking and other subsidiaries. A substantial portion of our revenue comes from dividends paid to us by Associated Bank. The OCC’s prior approval of the payment of dividends by Associated Bank to the Parent Company is required only if the total of all dividends declared by the Bank in any calendar year exceeds the sum of the Bank’s net profits for that year and its retained net profits for the preceding two calendar years, less any required transfers to surplus. Federal law also prohibits national banks from paying dividends that would be greater than the bank’s undivided profits after deducting statutory bad debt in excess of the bank’s allowance for loan losses.
Holding Company Dividends
In addition, we and our banking subsidiary are subject to various general regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. The appropriate federal regulatory authority is authorized to determine under certain circumstances relating to the financial condition of a bank or bank holding company that the payment of dividends would be an unsafe or unsound practice and to prohibit payment thereof. The appropriate federal regulatory authorities have indicated that paying dividends that deplete a bank’s capital base to an inadequate level would be an unsafe and unsound banking practice and that banking organizations should generally pay dividends only out of current operating earnings.
Capital and Stress Testing Requirements
Capital Requirements
We are subject to various regulatory capital requirements both at the Parent Company and at the Bank level administered by the Federal Reserve and the OCC, respectively. Failure to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on our financial condition and results of operations. Under capital adequacy guidelines and the regulatory framework for prompt corrective action (described below), we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting policies. Our capital amounts and classification are also subject to judgments by the regulators regarding qualitative components, risk weightings, and other factors. We have consistently maintained regulatory capital ratios at or above the well capitalized standards.
In July 2013, the Federal Reserve and the OCC issued final rules establishing a new comprehensive capital framework for U.S. banking organizations. These rules implemented certain provisions of the Dodd-Frank Act and a separate international framework established by the Basel Committee on Banking Supervision for the regulation of capital and liquidity, generally referred to as “Basel III.” The final rules seek to strengthen the components of regulatory capital, increase risk-based capital requirements, and make selected changes to the calculation of risk-weighted assets. The final rules, among other things:
•
revise minimum capital requirements and adjust prompt corrective action thresholds;
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revise the components of regulatory capital and create a new capital measure called “Common Equity Tier 1,” which must constitute at least 4.5% of risk-weighted assets;
•
specify that Tier 1 capital consists only of Common Equity Tier 1 and certain “Additional Tier 1 Capital” instruments meeting specified requirements;
•
apply most deductions / adjustments to regulatory capital measures to Common Equity Tier 1 and not to other components of capital, potentially requiring higher levels of Common Equity Tier 1 in order to meet minimum ratio requirements;
•
increase the minimum Tier 1 capital ratio requirement from 4% to 6%;
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retain the existing risk-based capital treatment for 1-4 family residential mortgage exposures;
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permit most banking organizations, including the Parent Company, to retain, through a one-time permanent election, the existing capital treatment for accumulated other comprehensive income;

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•
implement a new capital conservation buffer of Common Equity Tier 1 capital equal to 2.5% of risk-weighted assets, which will be in addition to the 4.5% Common Equity Tier 1 capital ratio and be phased in over a three year period beginning January 1, 2016. This buffer is generally required to make capital distributions and pay executive bonuses.
•
increase capital requirements for past-due loans, high volatility commercial real estate exposures, and certain short-term loan commitments;
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require the deduction of mortgage servicing assets and deferred tax assets that exceed 10% of Common Equity Tier 1 capital in each category and 15% of Common Equity Tier 1 capital in the aggregate; and
•
remove references to credit ratings consistent with the Dodd-Frank Act and establish due diligence requirements for securitization exposures.

The final rules required that trust preferred securities were phased out from Tier 1 capital by the end of 2015, although for a banking organization, such as the Parent Company that has greater than $15 billion in total consolidated assets but is not an “advanced approaches banking organization,” the final rules permit inclusion of trust preferred securities issued prior to May 19, 2010 in Tier 2 capital regardless of whether they would otherwise meet the qualifications for Tier 2 capital treatment.
Under the final rules, compliance was required beginning January 1, 2015 for most banking organizations, including the Parent Company and Associated Bank, subject to a transition period for several aspects of the final rules, including the new minimum capital ratio requirements, the capital conservation buffer, and the regulatory capital adjustments and deductions. Requirements to maintain higher levels of capital could adversely impact our return on equity. We believe we will continue to exceed all estimated well-capitalized regulatory requirements under these new rules on a fully phased-in basis. For further detail on capital and capital ratios see discussion under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” sections, “Liquidity” and “Capital,” and under Part II, Item 8, Note 19, “Regulatory Matters,” of the notes to consolidated financial statements.
Capital Planning and Stress Testing Requirements
On October 12, 2012, the federal bank regulatory agencies published final rules implementing the company-run stress test requirements mandated by the Dodd-Frank Act for U.S. bank holding companies with total consolidated assets of $10 billion to $50 billion. Under the rules, we are required to conduct annual company-run stress tests using different scenarios (baseline, adverse and severely adverse) provided annually by the Federal Reserve and the OCC, the primary federal regulator for the Bank. The stress test is designed to assess the potential impact of different scenarios on earnings, losses and capital over a set time period, with consideration given to certain factors, including the organization’s condition, risks, exposures, strategies and activities. The banking agencies have issued guidance on stress testing for banking organizations with more than $10 billion in total consolidated assets. This guidance outlines four “high-level” principles for stress testing practices that regulators expect banking organizations to include in their stress testing framework. In particular, the stress testing framework should (i) include activities and exercises that are tailored to and sufficiently capture the banking organization’s exposures, activities and risks, (ii) employ multiple conceptually sound stress testing activities and approaches, (iii) be forward-looking and flexible, and (iv) be clear, actionable, well-supported, and used in the decision-making process.
Under the original stress-testing cycle in the final rules, banking organizations with total consolidated assets of $10 billion to $50 billion were required to conduct stress tests using data as of September 30, and report the results to their primary federal regulator and the Federal Reserve by March 31 of the following year. Banking organizations were required to subsequently publish a summary of the results between June 15 and June 30 of each year. We timely submitted our stress test report to the OCC and Federal Reserve before its required due date of March 31, 2015, and a summary of the results was publicly disclosed on June 15, 2015, as required by the final rules.
Beginning in 2016, the dates of the stress-testing cycle have shifted. Banking organizations with total consolidated assets of $10 billion to $50 billion will be required to report the results of the stress test by July 31 of each year, using data as of December 31 of the preceding year, and subsequently publish a summary of the results between October 15 and October 31. We anticipate that our pro forma capital ratios, as reflected in the stress test calculations under the required stress test scenarios, will be an important factor considered by the Federal Reserve in evaluating whether proposed payments of dividends or stock repurchases are consistent with its prudential expectations. Requirements to maintain higher levels of capital or liquidity to address potential adverse stress scenarios could adversely impact our net income and our return on equity.
Enforcement Powers of the Federal Banking Agencies; Prompt Corrective Action
The Federal Reserve, the OCC, and the CFPB have extensive supervisory authority over their regulated institutions, including, among other things, the power to compel higher reserves, the ability to assess civil money penalties, the ability to issue cease-and-desist or removal orders and the ability to initiate injunctive actions. In general, these enforcement actions may be initiated

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for violations of laws and regulations or for unsafe or unsound banking practices. Other actions or inactions by the Parent Company may provide the basis for enforcement action, including misleading or untimely reports.
Federal banking regulators are authorized and, under certain circumstances, required to take certain actions against banks that fail to meet their capital requirements. The federal banking agencies have additional enforcement authority with respect to undercapitalized depository institutions.
“Well capitalized” institutions may generally operate without supervisory restriction. With respect to “adequately capitalized” institutions, such banks cannot normally pay dividends or make any capital contributions that would leave it undercapitalized; they cannot pay a management fee to a controlling person if, after paying the fee, it would be undercapitalized; and they cannot accept, renew or roll over any brokered deposit unless the bank has applied for and been granted a waiver by the FDIC.
The federal banking agencies are required to take action to restrict the activities of an “undercapitalized,” “significantly undercapitalized,” or “critically undercapitalized” insured depository institution. Any such bank must submit a capital restoration plan that is guaranteed by the parent holding company. Until such plan is approved, it may not increase its assets, acquire another institution, establish a branch or engage in any new activities, and generally may not make capital distributions. In certain situations, a federal banking agency may reclassify a well-capitalized institution as adequately capitalized and may require an adequately capitalized or undercapitalized institution to comply with supervisory actions as if the institution were in the next lower category.
Institutions must file a capital restoration plan with the OCC within 45 days of the date it receives a notice from the OCC that it is “undercapitalized,” “significantly undercapitalized,” or “critically undercapitalized.” Compliance with a capital restoration plan must be guaranteed by a parent holding company. In addition, the OCC is permitted to take any one of a number of discretionary supervisory actions, including but not limited to the issuance of a capital directive and the replacement of senior executive officers and directors.
Finally, bank regulatory agencies have the ability to impose higher than normal capital requirements known as individual minimum capital requirements for institutions with a high-risk profile.
At December 31, 2015, the Bank satisfied the requirements as “well capitalized”. The imposition of any of the measures described above could have a material adverse effect on the Corporation and on its profitability and operations. The Corporation’s shareholders do not have preemptive rights and, therefore, if the Corporation is directed by the OCC or the FDIC to issue additional shares of common stock, such issuance may result in dilution in shareholders’ percentage of ownership of the Corporation.
Deposit Insurance Premiums
Associated Bank is a member of the FDIC and pays an insurance premium to the FDIC based upon its assessment rates on a quarterly basis. Deposits are insured up to applicable limits by the FDIC and such insurance is backed by the full faith and credit of the United States Government.
Under the Dodd-Frank Act, a permanent increase in deposit insurance was authorized to $250,000 per depositor, per insured depository institution for each account ownership category.
The Dodd-Frank Act also set a new minimum DIF reserve ratio at 1.35% of estimated insured deposits. The FDIC is required to attain this ratio by September 30, 2020. The Dodd-Frank Act also required the FDIC to define the deposit insurance assessment base for an insured depository institution as an amount equal to the institution’s average consolidated total assets during the assessment period minus average tangible equity. The assessment rate schedule for larger institutions like Associated Bank (i.e., institutions with at least $10 billion in assets) differentiates between such large institutions by use of a “scorecard” that combines an institution’s CAMELS ratings with certain forward-looking financial information to measure the risk to the DIF. Pursuant to this “scorecard” method, two scores (a performance score and a loss severity score) will be combined and converted to an initial base assessment rate. The performance score measures an institution’s financial performance and ability to withstand stress. The loss severity score measures the relative magnitude of potential losses to the DIF in the event of the institution’s failure. Total scores are converted pursuant to a predetermined formula into an initial base assessment rate. Assessment rates range from 2.5 basis points to 45 basis points (“bp”) for large institutions. Premiums for Associated Bank are now calculated based upon the average balance of total assets minus average tangible equity as of the close of business for each day during the calendar quarter.
The FDIC has the flexibility to adopt actual rates that are higher or lower than the total base assessment rates adopted without notice and comment, if certain conditions are met.
DIF-insured institutions pay a Financing Corporation (“FICO”) assessment in order to fund the interest on bonds issued in the 1980s in connection with the failures in the thrift industry. The FICO assessment was computed on assets as required by the Dodd-Frank Act. These assessments will continue until the bonds mature in 2019. The Corporation’s combined assessment rate for FDIC and FICO assessments was approximately 11bp for 2015.

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The FDIC is authorized to conduct examinations of and require reporting by FDIC-insured institutions. It is also authorized to terminate a depository bank’s deposit insurance upon a finding by the FDIC that the bank’s financial condition is unsafe or unsound or that the institution has engaged in unsafe or unsound practices or has violated any applicable rule, regulation, order or condition enacted or imposed by the bank’s regulatory agency. The termination of deposit insurance for our national bank subsidiary would have a material adverse effect on our earnings, operations and financial condition.
Standards for Safety and Soundness
The federal banking agencies have adopted the Interagency Guidelines for Establishing Standards for Safety and Soundness. The Guidelines establish certain safety and soundness standards for all depository institutions. The operational and managerial standards in the Guidelines relate to the following: (1) internal controls and information systems; (2) internal audit systems; (3) loan documentation; (4) credit underwriting; (5) interest rate exposure; (6) asset growth; (7) compensation, fees and benefits; (8) asset quality; and (9) earnings. Rather than providing specific rules, the Guidelines set forth basic compliance considerations and guidance with respect to a depository institution. Failure to meet the standards in the Guidelines, however, could result in a request by the OCC to one of the nationally chartered banks to provide a written compliance plan to demonstrate its efforts to come into compliance with such Guidelines. Failure to provide a plan or to implement a provided plan requires the appropriate federal banking agency to issue an order to the institution requiring compliance.
Transactions with Affiliates
Transactions between our national banking subsidiary and its related parties or any affiliate are governed by Sections 23A and 23B of the Federal Reserve Act. An affiliate is any company or entity, which controls, is controlled by or is under common control with the bank. In a holding company context, at a minimum, the parent holding company of a national bank and any companies which are controlled by such parent holding company are affiliates of the bank. Generally, Sections 23A and 23B (i) limit the extent to which an institution or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of such institution’s capital stock and surplus, and contain an aggregate limit on all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus, and (ii) require that all such transactions be on terms substantially the same, or at least as favorable, to the institution or subsidiary as those provided to a nonaffiliate. The term “covered transaction” includes the making of loans, purchase of assets, issuance of a guarantee and similar types of transactions. Certain types of covered transactions must be collateralized according to a schedule set forth in the statute based on the type of collateral.
Certain transactions with our directors, officers or controlling persons are also subject to conflicts of interest regulations. Among other things, these regulations require that loans to such persons and their related interests be made on terms substantially the same as for loans to unaffiliated individuals and must not create an abnormal risk of repayment or other unfavorable features for the financial institution. See Note 4, “Loans,” of the notes to consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data,” for additional information on loans to related parties.
Community Reinvestment Act Requirements
Our national bank subsidiary, Associated Bank, is subject to periodic Community Reinvestment Act (“CRA”) reviews by the OCC. The CRA does not establish specific lending requirements or programs for financial institutions and does not limit the ability of such institutions to develop products and services believed best-suited for a particular community. An institution’s CRA assessment may be used by its regulators in their evaluation of certain applications, including a merger, acquisition or the establishment of a branch office. An unsatisfactory rating may be used as the basis for denial of such an application.
Associated Bank’s latest CRA examination report was dated November 20, 2006, and carried a Satisfactory rating.
Privacy
Financial institutions, such as our national bank subsidiary, are required by statute and regulation to disclose their privacy policies. In addition, such financial institutions must appropriately safeguard its customers’ nonpublic, personal information.
Bank Secrecy Act / Anti-Money Laundering
The Bank Secrecy Act (“BSA”), which is intended to require financial institutions to develop policies, procedures, and practices to prevent and deter money laundering, mandates that every national bank have a written, board-approved program that is reasonably designed to assure and monitor compliance with the BSA. The program must, at a minimum: (1) provide for a system of internal controls to assure ongoing compliance; (2) provide for independent testing for compliance; (3) designate an individual responsible for coordinating and monitoring day-to-day compliance; and (4) provide training for appropriate personnel. In addition, national banks are required to adopt a customer identification program as part of its BSA compliance program. National banks are also required to file Suspicious Activity Reports when they detect certain known or suspected violations of federal law or suspicious transactions related to a money laundering activity or a violation of the BSA.

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On February 23, 2012, Associated Bank entered into a Consent Order with the OCC regarding its BSA compliance, which required the Bank to take a variety of measures to ensure ongoing compliance with the BSA and related regulations. The Consent Order was terminated in March 2014. In connection with the termination, the Bank entered into a Stipulation and Consent Order for a Civil Money Penalty with the OCC dated June 26, 2014, which provided for the payment by the Bank of a civil money penalty of $500,000. The civil money penalty was paid in June 2014.
In addition to complying with the BSA, the Bank is subject to the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”). The Patriot Act is designed to deny terrorists and criminals the ability to obtain access to the United States’ financial system and has significant implications for depository institutions, brokers, dealers, and other businesses involved in the transfer of money. The Patriot Act mandates that financial service companies implement additional policies and procedures and take heightened measures designed to address any or all of the following matters: customer identification programs, money laundering, terrorist financing, identifying and reporting suspicious activities and currency transactions, currency crimes, and cooperation between financial institutions and law enforcement authorities.
Interstate Branching
Pursuant to the Dodd-Frank Act, national and state-chartered banks may open an initial branch in a state other than its home state (e.g., a host state) by establishing a de novo branch at any location in such host state at which a bank chartered in such host state could establish a branch. Applications to establish such branches must still be filed with the appropriate primary federal regulator.
Volcker Rule
The Dodd-Frank Act prohibits insured depository institutions and their holding companies from engaging in proprietary trading except in limited circumstances, and prohibits them from owning equity interests in excess of three percent (3%) of Tier 1 Capital in private equity and hedge funds (known as the “Volcker Rule”). On December 10, 2013, five U.S. financial regulators, including the Federal Reserve and the OCC, adopted final rules (the “Final Rules”) implementing the Volcker Rule. The Final Rules prohibit banking entities from (1) engaging in short-term proprietary trading for their own accounts, and (2) having certain ownership interests in and relationships with hedge funds or private equity funds, which are referred to as “covered funds.” The Final Rules are intended to provide greater clarity with respect to both the extent of those primary prohibitions and of the related exemptions and exclusions. The Final Rules also require each regulated entity to establish an internal compliance program that is consistent with the extent to which it engages in activities covered by the Volcker Rule, which must include (for the largest entities) making regular reports about those activities to regulators. Although the Final Rules provide some tiering of compliance and reporting obligations based on size, the fundamental prohibitions of the Volcker Rule apply to banking entities of any size, including the Parent Company and Associated Bank. The Final Rules were effective April 1, 2014, but the conformance period was extended from its statutory end date of July 21, 2014 until July 21, 2015. In addition, the Federal Reserve granted an extension until July 21, 2016 of the conformance period for banking entities to conform investments in and relationships with covered funds that were in place prior to December 31, 2013, and announced its intention to further extend this aspect of the conformance period until July 21, 2017. The Corporation has evaluated the implications of the Final Rules on its investments and does not expect any material financial implications.
Incentive Compensation Policies and Restrictions
In July 2010, the federal banking agencies issued guidance that applies to all banking organizations supervised by the agencies (thereby including both the Parent Company and the Bank). Pursuant to the guidance, to be consistent with safety and soundness principles, a banking organization’s incentive compensation arrangements should: (1) provide employees with incentives that appropriately balance risk and reward; (2) be compatible with effective controls and risk management; and (3) be supported by strong corporate governance including active and effective oversight by the banking organization’s board of directors. Monitoring methods and processes used by a banking organization should be commensurate with the size and complexity of the organization and its use of incentive compensation.
In addition, in March 2011, the federal banking agencies, along with the Federal Housing Finance Agency, and the Securities and Exchange Commission, released a proposed rule intended to ensure that regulated financial institutions design their incentive compensation arrangements to account for risk. Specifically, the proposed rule would require compensation practices at the Parent Company and at the Bank to be consistent with the following principles: (1) compensation arrangements appropriately balance risk and financial reward; (2) such arrangements are compatible with effective controls and risk management; and (3) such arrangements are supported by strong corporate governance. In addition, financial institutions with $1 billion or more in assets would be required to have policies and procedures to ensure compliance with the rule and would be required to submit annual reports to their primary federal regulator. The comment period has closed and a final rule has not yet been published; however, the Corporation believes it is in compliance with the rule as currently proposed.

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Ability-to-Repay and Qualified Mortgage Rule
Under Regulation Z as implemented by the Truth in Lending Act, as amended effective January 10, 2014, mortgage lenders are required to make a reasonable and good faith determination based on verified and documented information that a consumer applying for a mortgage loan has a reasonable ability to repay the loan according to its terms. Mortgage lenders are required to determine consumers’ ability to repay in one of two ways. The first alternative requires the mortgage lender to consider the following eight underwriting factors when making the credit decision: (1) current or reasonably expected income or assets; (2) current employment status; (3) the monthly payment on the covered transaction; (4) the monthly payment on any simultaneous loan; (5) the monthly payment for mortgage-related obligations; (6) current debt obligations, alimony, and child support; (7) the monthly debt-to-income ratio or residual income; and (8) credit history. Alternatively, the mortgage lender can originate “qualified mortgages,” which are entitled to a presumption that the creditor making the loan satisfied the ability-to-repay requirements. In general, a “qualified mortgage” is a mortgage loan without negative amortization, interest-only payments, balloon payments, or terms exceeding 30 years. In addition, to be a qualified mortgage the points and fees paid by a consumer cannot exceed 3% of the total loan amount. Qualified mortgages that are “higher-priced” (e.g., subprime loans) garner a rebuttable presumption of compliance with the ability-to-repay rules, while qualified mortgages that are not “higher-priced” (e.g. prime loans) are given a safe harbor of compliance. The Corporation is predominantly an originator of compliant qualified mortgages.
Other Banking Regulations
The Bank is also subject to a variety of other regulations with respect to the operation of its businesses, including but not limited to the Dodd-Frank Act, Truth in Lending Act, Truth in Savings Act, Equal Credit Opportunity Act, Electronic Funds Transfer Act, Fair Housing Act, Home Mortgage Disclosure Act, Fair Debt Collection Practices Act, Fair Credit Reporting Act, Expedited Funds Availability (Regulation CC), Reserve Requirements (Regulation D), Insider Transactions (Regulation O), Privacy of Consumer Information (Regulation P), Margin Stock Loans (Regulation U), Right To Financial Privacy Act, Flood Disaster Protection Act, Homeowners Protection Act, Servicemembers Civil Relief Act, Real Estate Settlement Procedures Act, Telephone Consumer Protection Act, CAN-SPAM Act, Children’s Online Privacy Protection Act, and the John Warner National Defense Authorization Act.
The laws and regulations to which we are subject are constantly under review by Congress, the federal regulatory agencies, and the state authorities. These laws and regulations could be changed drastically in the future, which could affect our profitability, our ability to compete effectively, or the composition of the financial services industry in which we compete.
Government Monetary Policies and Economic Controls
Our earnings and growth, as well as the earnings and growth of the banking industry, are affected by the credit policies of monetary authorities, including the Federal Reserve. An important function of the Federal Reserve is to regulate the national supply of bank credit in order to combat recession and curb inflationary pressures. Among the instruments of monetary policy used by the Federal Reserve to implement these objectives are open market operations in U.S. government securities, changes in reserve requirements against member bank deposits, and changes in the Federal Reserve discount rate. These means are used in varying combinations to influence overall growth of bank loans, investments, and deposits, and may also affect interest rates charged on loans or paid for deposits. The monetary policies of the Federal Reserve authorities have had a significant effect on the operating results of commercial banks in the past and are expected to continue to have such an effect in the future.
In view of changing conditions in the national economy and in money markets, as well as the effect of credit policies by monetary and fiscal authorities, including the Federal Reserve, it is difficult to predict the impact of possible future changes in interest rates, deposit levels, and loan demand, or their effect on our business and earnings or on the financial condition of our various customers.
Other Regulatory Authorities
In addition to regulation, supervision and examination by federal banking agencies, the Corporation and certain of its subsidiaries, including those that engage in securities brokerage, dealing and investment advisory activities, are subject to other federal and state securities laws and regulations, and to supervision and examination by other regulatory authorities, including the Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority (“FINRA”), the New York Stock Exchange (“NYSE”), and others.
Available Information
We file annual, quarterly, and current reports, proxy statements, and other information with the SEC. These filings are available to the public on the Internet at the SEC’s web site at www.sec.gov. Shareholders may also read and copy any document that we file at the SEC’s public reference rooms located at 100 F Street, NE, Washington, DC 20549. Shareholders may call the SEC at 1-800-SEC-0330 for further information on the public reference room.

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Our principal internet address is www.associatedbank.com. We make available free of charge on or through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. In addition, shareholders may request a copy of any of our filings (excluding exhibits) at no cost by writing or e-mailing us using the following information: Associated Banc-Corp, Attn: Investor Relations, 433 Main Street, Green Bay, WI 54301; or e-mail to shareholders@associatedbank.com. Our Code of Business Conduct and Ethics, Corporate Governance Guidelines, committee charters for standing committees of the Board and other governance documents are all available on our website, www.associatedbank.com, "About Us," "Investor Relations," "Governance Documents." We will disclose on our website amendments to or waivers from our Code of Ethics in accordance with all applicable laws and regulations. Information contained on any of our websites is not deemed to be a part of this Annual Report.
ITEM 1A.
RISK FACTORS
An investment in our common stock is subject to risks inherent to our business. The material risks and uncertainties that management believes affect us are described below. Before making an investment decision, you should carefully consider the risks and uncertainties described below, together with all of the other information included or incorporated by reference herein. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair our business operations. This report is qualified in its entirety by these risk factors. See also, “Special Note Regarding Forward-Looking Statements.”
If any of the following risks actually occur, our financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of our securities could decline significantly, and you could lose all or part of your investment.
Credit Risks
Changes in economic and political conditions could adversely affect our earnings, as our borrowers’ ability to repay loans and the value of the collateral securing our loans decline.     Our success depends, to a certain extent, upon local and national economic and political conditions, as well as governmental monetary policies. Conditions such as an economic recession, rising unemployment, changes in interest rates, money supply and other factors beyond our control may adversely affect our asset quality, deposit levels and loan demand and, therefore, our earnings. Because we have a significant amount of real estate loans, decreases in real estate values could adversely affect the value of property used as collateral. Adverse changes in the economy may also have a negative effect on the ability of our borrowers to make timely repayments of their loans, which could have an adverse impact on our earnings. Consequently, declines in the economy in our market area could have a material adverse effect on our financial condition and results of operations.
Our allowance for loan losses may be insufficient.     All borrowers have the potential to default and our remedies to recover (such as seizure and / or sale of collateral, legal actions, and guarantees) may not fully satisfy the debt owed to us. We maintain an allowance for loan losses, which is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable credit losses that have been incurred within the existing portfolio of loans. The allowance for loan losses, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The level of the allowance for loan losses reflects management’s continuing evaluation of industry concentrations; specific credit risks; loan loss experience; current loan portfolio quality; present economic, political, and regulatory conditions; and unidentified losses inherent in the current loan portfolio. The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks using existing qualitative and quantitative information, all of which may undergo material changes. Changes in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans, and other factors, both within and outside of our control, may require an increase in the allowance for loan losses. In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for loan losses or the recognition of additional loan charge offs, based on judgments different than those of management. An increase in the allowance for loan losses would result in a decrease in net income, and possibly risk-based capital, and could have a material adverse effect on our financial condition and results of operations.
We are subject to lending concentration risks.     As of December 31, 2015 , approximately 61 % of our loan portfolio consisted of commercial and industrial, real estate construction, commercial real estate loans, and lease financing (collectively, “commercial loans”). Commercial loans are generally viewed as having more inherent risk of default than residential mortgage loans or other consumer loans. Also, the commercial loan balance per borrower is typically larger than that for residential mortgage loans and other consumer loans, inferring higher potential losses on an individual loan basis. Because our loan portfolio contains a number

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of commercial loans with balances over $25 million, the deterioration of one or a few of these loans could cause a significant increase in nonaccrual loans, which could have a material adverse effect on our financial condition and results of operations.
We may be adversely affected by continued declines in oil prices. The recent increase in global oil supply, along with other factors, has resulted in significant declines in market oil prices. Decreased market oil prices have compressed margins for many U.S.-based oil producers and others in the Oil and Gas industry. As of December 31, 2015 , our oil and gas loan exposure was $1 billion of commitments with $752 million outstanding, representing approximately 4% of our loan portfolio. The Oil and Gas portfolio was comprised of approximately fifty credits made to small and mid-sized companies. These borrowers are likely to be adversely affected by a continued severe and prolonged downturn in oil and gas prices. The allowance related to this portfolio was 5.6% at year-end, compared to 3.8% for the period ended September 30, 2015, and 2.3% at December 31, 2014 . A significant deterioration in our oil and gas loans could cause a significant increase in nonaccrual loans. An increase in nonaccrual loans could result in a loss of interest income from these loans, one or more additional increases in the provision for loan losses, and an increase in loan charge offs, all of which could have a material adverse effect on our financial condition and results of operations. A prolonged period of low oil prices could also have a negative impact on the U.S. economy as a whole, and could, in turn, also have a material adverse effect on our business, financial condition and results of operations.
We depend on the accuracy and completeness of information about our customers and counterparties.     In deciding whether to extend credit or enter into other transactions, we may rely on information furnished by or on behalf of customers and counterparties, including financial statements, credit reports, and other financial information. We may also rely on representations of those customers, counterparties, or other third parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate or misleading financial statements, credit reports, or other financial information could cause us to enter into unfavorable transactions, which could have a material adverse effect on our financial condition and results of operations.
Lack of system integrity or credit quality related to funds settlement could result in a financial loss.     We settle funds on behalf of financial institutions, other businesses and consumers and receive funds from clients, card issuers, payment networks and consumers on a daily basis for a variety of transaction types. Transactions facilitated by us include wire transfers, debit card, credit card and electronic bill payment transactions, supporting consumers, financial institutions and other businesses. These payment activities rely upon the technology infrastructure that facilitates the verification of activity with counterparties and the facilitation of the payment. If the continuity of operations or integrity of processing were compromised this could result in a financial loss to us due to a failure in payment facilitation. In addition, we may issue credit to consumers, financial institutions or other businesses as part of the funds settlement. A default on this credit by a counterparty could result in a financial loss to us.
We are subject to environmental liability risk associated with lending activities.     A significant portion of our loan portfolio is secured by real property. During the ordinary course of business, we may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, we may be liable for remediation costs, as well as for personal injury and property damage. Environmental laws may require us to incur substantial expenses which may materially reduce the affected property’s value or limit our ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Although we have policies and procedures to perform an environmental review before initiating any foreclosure action on real property, these reviews may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our financial condition and results of operations.
Liquidity and Interest Rate Risks
Liquidity is essential to our businesses.     The Corporation requires liquidity to meet its deposit and debt obligations as they come due. Access to liquidity could be impaired by an inability to access the capital markets or unforeseen outflows of deposits. Risk factors that could impair our ability to access capital markets include a downturn in our Midwest markets, difficult credit markets, credit rating downgrades, or regulatory actions against the Corporation. The Corporation’s access to deposits can be impacted by the liquidity needs of our customers as a substantial portion of the Corporation’s liabilities are demand while a substantial portion of the Corporation’s assets are loans that cannot be sold in the same timeframe. Historically, the Corporation has been able to meet its cash flow needs as necessary. If a sufficiently large number of depositors sought to withdraw their deposits for whatever reason, the Corporation may be unable to obtain the necessary funding at favorable terms.
We are subject to interest rate risk.     Our earnings and cash flows are largely dependent upon our net interest income. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Federal Reserve. Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and investments and the amount of interest we pay on deposits and borrowings, but such changes could also affect (i) our ability to originate loans and obtain deposits; (ii) the fair value

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of our financial assets and liabilities; and (iii) the average duration of our mortgage portfolio and other interest-earning assets. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings. Our most significant interest rate risk may be further declines in the absolute level of interest rates or the prolonged continuation of the current low rate environment, as this would generally lead to further compression of our net interest margin, reduced net interest income, and devaluation of our deposit base.
Although management believes it has implemented effective asset and liability management strategies, including the potential use of derivatives as hedging instruments, to reduce the potential effects of changes in interest rates on our results of operations, any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition and results of operations. Also, our interest rate risk modeling techniques and assumptions likely may not fully predict or capture the impact of actual interest rate changes on our balance sheet.
The impact of interest rates on our mortgage banking business can have a significant impact on revenues.     Changes in interest rates can impact our mortgage related revenues and net revenues associated with our mortgage activities. A decline in mortgage rates generally increases the demand for mortgage loans as borrowers refinance, but also generally leads to accelerated payoffs. Conversely, in a constant or increasing rate environment, we would expect fewer loans to be refinanced and a decline in payoffs. Although we use models to assess the impact of interest rates on mortgage related revenues, the estimates of revenues produced by these models are dependent on estimates and assumptions of future loan demand, prepayment speeds and other factors which may differ from actual subsequent experience.
Changes in interest rates could reduce the value of our investment securities holdings.     The Corporation maintains an investment portfolio consisting of various high quality liquid fixed-income securities. The total book value of the securities portfolio as of December 31, 2015 was $6.1 billion and the estimated duration of the aggregate portfolio was approximately 4.1 years. The nature of fixed-income securities is such that changes in market interest rates impact the value of these assets. Based on the duration of the Corporation’s investment securities portfolio, a one percent decrease in market rates is projected to increase the market value of the investment securities portfolio by approximately $248 million, while a one percent increase in market rates is projected to decrease the market value of the investment securities portfolio by approximately $250 million.
Changes in interest rates could also reduce the value of our residential mortgage-related securities and mortgage servicing rights, which could negatively affect our earnings.     We have a portfolio of mortgage servicing rights. A mortgage servicing right (“MSR”) is the right to service a mortgage loan (i.e., collect principal, interest, escrow amounts, etc.) for a fee. We recognize MSRs when we originate mortgage loans and keep the servicing rights after we sell or securitize the loans or when we purchase the servicing rights to mortgage loans originated by other lenders. We carry MSRs at the lower of amortized cost or estimated fair value. Fair value is the present value of estimated future net servicing income, calculated based on a number of variables, including assumptions about the likelihood of prepayment by borrowers.
When interest rates fall, borrowers are more likely to prepay their mortgage loans by refinancing them at a lower rate. As the likelihood of prepayment increases, the fair value of our residential mortgage-related securities and MSRs can decrease. Each quarter we evaluate our residential mortgage-related securities and MSRs for impairment. If temporary impairment exists, we establish a valuation allowance for the MSRs through a charge to earnings for the amount the carrying amount exceeds fair value. We also evaluate our MSRs for other-than-temporary impairment. If we determine that other-than-temporary impairment exists, we will recognize a direct write-down of the carrying value of the MSRs.
We rely on dividends from our subsidiaries for most of our revenue.     The Parent Company is a separate and distinct legal entity from its banking and other subsidiaries. A substantial portion of the Parent Company’s revenue comes from dividends from its subsidiaries. These dividends are the principal source of funds to pay dividends on the Parent Company’s common and preferred stock, and to pay interest and principal on the Parent Company’s debt. Various federal and / or state laws and regulations limit the amount of dividends that our national bank subsidiary and certain nonbank subsidiaries may pay to us. Also, our right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors. In the event our national bank subsidiary is unable to pay dividends to us, we may not be able to service debt, pay obligations, or pay dividends on our common and preferred stock. The inability to receive dividends from our national bank subsidiary could have a material adverse effect on our business, financial condition, and results of operations.
Operational Risks
We face significant operational risks due to the high volume and the high dollar value nature of transactions we process.     We operate in many different businesses in diverse markets and rely on the ability of our employees and systems to process transactions. Operational risk is the risk of loss resulting from our operations, including but not limited to, the risk of fraud by employees or persons outside our company, the execution of unauthorized transactions, errors relating to transaction processing and technology,

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breaches of our internal control systems or failures of those of our suppliers or counterparties, compliance failures, cyber-attacks or unforeseen problems encountered while implementing new computer systems or upgrades to existing systems, business continuation and disaster recovery issues, and other external events. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits. This risk of loss also includes the potential legal actions that could arise as a result of an operational deficiency or as a result of noncompliance with applicable regulatory standards, adverse business decisions or their implementation, and customer attrition due to potential negative publicity. The occurrence of any of these events could cause us to suffer financial loss, face regulatory action and suffer damage to our reputation.
Unauthorized disclosure of sensitive or confidential client or customer information, whether through a cyber-attack, other breach of our computer systems or otherwise, could severely harm our business.     In the normal course of our business, we collect, process and retain sensitive and confidential client and customer information on our behalf and on behalf of other third parties. Despite the security measures we have in place, our facilities and systems may be vulnerable to cyber-attacks, security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and / or human errors, or other similar events.
Information security risks for financial institutions like us have increased recently in part because of new technologies, the use of the internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists and others. In addition to cyber-attacks or other security breaches involving the theft of sensitive and confidential information, hackers have engaged in attacks against large financial institutions, particularly denial of service attacks, designed to disrupt key business services such as customer-facing web sites. We are not able to anticipate or implement effective preventive measures against all security breaches of these types. Although we employ detection and response mechanisms designed to contain and mitigate security incidents, early detection may be thwarted by persistent sophisticated attacks and malware designed to avoid detection.
We also face risks related to cyber-attacks and other security breaches in connection with card transactions that typically involve the transmission of sensitive information regarding our customers through various third parties. Some of these parties have in the past been the target of security breaches and cyber-attacks, and because the transactions involve third parties and environments that we do not control or secure, future security breaches or cyber-attacks affecting any of these third parties could impact us through no fault of our own, and in some cases we may have exposure and suffer losses for breaches or attacks relating to them. We also rely on numerous other third party service providers to conduct other aspects of our business operations and face similar risks relating to them. While we conduct security assessments on our higher risk third parties, we cannot be sure that their information security protocols are sufficient to withstand a cyber-attack or other security breach.
Any cyber-attack or other security breach involving the misappropriation, loss or other unauthorized disclosure of confidential customer information could severely damage our reputation, erode confidence in the security of our systems, products and services, expose us to the risk of litigation and liability, disrupt our operations and have a material adverse effect on our business.
Our information systems may experience an interruption or breach in security.     We rely heavily on communications and information systems to conduct our business. Any failure, interruption, or breach in security or operational integrity of these systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan, and other systems. While we have policies and procedures designed to prevent or limit the effect of the failure, interruption, or security breach of our information systems, we cannot completely ensure that any such failures, interruptions, or security breaches will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures, interruptions, or security breaches of our information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations.
We are dependent upon third parties for certain information system, data management and processing services and to provide key components of our business infrastructure .     We outsource certain information system and data management and processing functions to third party providers, including, among others, Fiserv, Inc. and its affiliates. These third party service providers are sources of operational and informational security risk to us, including risks associated with operational errors, information system interruptions or breaches, and unauthorized disclosures of sensitive or confidential client or customer information. If third party service providers encounter any of these issues, or if we have difficulty communicating with them, we could be exposed to disruption of operations, loss of service or connectivity to customers, reputational damage, and litigation risk that could have a material adverse effect on our results of operations or our business.
Third party vendors provide key components of our business infrastructure such as internet connections, network access and core application processing. While we have selected these third party vendors carefully, we do not control their actions. Any problems caused by these third parties, including as a result of their not providing us their services for any reason or their performing their services poorly, could adversely affect our ability to deliver products and services to our customers and otherwise to conduct our business. Replacing these third party vendors could also entail significant delay and expense.

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The potential for business interruption exists throughout our organization.     Integral to our performance is the continued efficacy of our technical systems, operational infrastructure, relationships with third parties and the vast array of associates and key executives in our day-to-day and ongoing operations. Failure by any or all of these resources subjects us to risks that may vary in size, scale and scope. This includes, but is not limited to, operational or technical failures, ineffectiveness or exposure due to interruption in third party support , as well as the loss of key individuals or failure on the part of key individuals to perform properly. Although management has established policies and procedures to address such failures, the occurrence of any such event could have a material adverse effect on our business, which, in turn, could have a material adverse effect on our financial condition and results of operations.
Changes in our accounting policies or in accounting standards could materially affect how we report our financial results.     Our accounting policies are fundamental to understanding our financial results and condition. Some of these policies require the use of estimates and assumptions that may affect the value of our assets or liabilities and financial results. Some of our accounting policies are critical because they require management to make difficult, subjective and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. If such estimates or assumptions underlying our financial statements are incorrect, we may experience material losses.
From time to time the Financial Accounting Standards Board (FASB) and the SEC change the financial accounting and reporting standards or the interpretation of those standards that govern the preparation of our external financial statements. These changes are beyond our control, can be hard to predict and could materially impact how we report our results of operations and financial condition. We could be required to apply a new or revised standard retroactively, resulting in our restating prior period financial statements in material amounts.
Our internal controls may be ineffective.     Management regularly reviews and updates our internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the controls are met. Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations, and financial condition.
Impairment of investment securities, goodwill, other intangible assets, or deferred tax assets could require charges to earnings, which could result in a negative impact on our results of operations.     In assessing whether the impairment of investment securities is other-than-temporary, management considers the length of time and extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability to retain our investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value in the near term.
Under current accounting standards, goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis or more frequently if an event occurs or circumstances change that reduce the fair value of a reporting unit below its carrying amount. 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 perform a goodwill impairment test and result in an impairment charge being recorded for that period which was not reflected in such earnings release. During 2015, the annual impairment test conducted in May indicated that the estimated fair value of all of the Corporation’s reporting units exceeded the carrying value. In the event that we conclude that all or a portion of our goodwill may be impaired, a non-cash charge for the amount of such impairment would be recorded to earnings. Such a charge would have no impact on tangible capital. At December 31, 2015 , we had goodwill of $969 million , representing approximately 33% of stockholders’ equity.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Assessing the need for, or the sufficiency of, a valuation allowance requires management to evaluate all available evidence, both negative and positive, 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. At December 31, 2015 , net deferred tax assets were approximately $41 million .
The impact of each of these impairment matters could have a material adverse effect on our business, results of operations, and financial condition.
We may not be able to attract and retain skilled people.     Our success depends, in large part, on our ability to attract and retain skilled people. Competition for the best people in most activities engaged in by us can be intense, and we may not be able to hire sufficiently skilled people or to retain them. The unexpected loss of services of one or more of our key personnel could have a

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material adverse impact on our business because of their skills, knowledge of our markets, years of industry experience, and the difficulty of promptly finding qualified replacement personnel.
Loss of key employees may disrupt relationships with certain customers.     Our business is primarily relationship-driven in that many of our key employees have extensive customer relationships. Loss of a key employee with such customer relationships may lead to the loss of business if the customers were to follow that employee to a competitor. While we believe our relationship with our key personnel is good, we cannot guarantee that all of our key personnel will remain with our organization. Loss of such key personnel, should they enter into an employment relationship with one of our competitors, could result in the loss of some of our customers.
Revenues from our investment management and asset servicing businesses are significant to our earnings.     Generating returns that satisfy clients in a variety of asset classes is important to maintaining existing business and attracting new business. Administering or managing assets in accordance with the terms of governing documents and applicable laws is also important to client satisfaction. Failure in either of the foregoing areas can expose us to liability, and result in a decrease in our revenues and earnings.
Severe weather, natural disasters, acts of war or terrorism, and other external events could significantly impact our business.     Severe weather, natural disasters, acts of war or terrorism, and other adverse external events could have a significant impact on our ability to conduct business. Such events could affect the stability of our deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue and / or cause us to incur additional expenses. Although management has established disaster recovery policies and procedures, the occurrence of any such event could have a material adverse effect on our business, which, in turn, could have a material adverse effect on our financial condition and results of operations.
Strategic and External Risks
Our earnings are significantly affected by the fiscal and monetary policies of the federal government and its agencies.     The policies of the Federal Reserve impact us significantly. The Federal Reserve regulates the supply of money and credit in the United States. Its policies directly and indirectly influence the rate of interest earned on loans and paid on borrowings and interest-bearing deposits and can also affect the value of financial instruments we hold. Those policies determine to a significant extent our cost of funds for lending and investing. Changes in those policies are beyond our control and are difficult to predict. Federal Reserve policies can also affect our borrowers, potentially increasing the risk that they may fail to repay their loans. For example, a tightening of the money supply by the Federal Reserve could reduce the demand for a borrower’s products and services. This could adversely affect the borrower’s earnings and ability to repay its loan, which could have a material adverse effect on our financial condition and results of operations.
Our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively.     Our business strategy includes significant growth plans. We intend to continue pursuing a profitable growth strategy. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in significant growth stages of development. We cannot assure you that we will be able to expand our market presence in our existing markets or successfully enter new markets or that any such expansion will not adversely affect our results of operations. Failure to manage our growth effectively could have a material adverse effect on our business, future prospects, financial condition or results of operations and could adversely affect our ability to successfully implement our business strategy. Also, if we grow more slowly than anticipated, our operating results could be materially adversely affected.
We operate in a highly competitive industry and market area.     We face substantial competition in all areas of our operations from a variety of different competitors, both within and beyond our principal markets, many of which are larger and may have more financial resources. Such competitors primarily include national, regional, and internet banks within the various markets in which we operate. We also face competition from many other types of financial institutions, including, without limitation, savings and loans, credit unions, finance companies, brokerage firms, insurance companies, and other financial intermediaries. The financial services industry could become even more competitive as a result of legislative and regulatory changes and continued consolidation. In addition, as customer preferences and expectations continue to evolve, technology has lowered barriers to entry and made it possible for nonbanks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Banks, securities firms, and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting), and merchant banking. Many of our competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than we can.
Our ability to compete successfully depends on a number of factors, including, among other things:

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•
the ability to develop, maintain, and build upon long-term customer relationships based on top quality service, high ethical standards, and safe, sound assets;
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the ability to expand our market position;
•
the scope, relevance, and pricing of products and services offered to meet customer needs and demands;
•
the rate at which we introduce new products and services relative to our competitors;
•
customer satisfaction with our level of service; and
•
industry and general economic trends.

Failure to perform in any of these areas could significantly weaken our competitive position, which could adversely affect our growth and profitability, which, in turn, could have a material adverse effect on our financial condition and results of operations.
Our profitability depends significantly on economic conditions in the states within which we do business.     Our success depends on the general economic conditions of the specific local markets in which we operate, particularly Wisconsin, Illinois and Minnesota. Local economic conditions have a significant impact on the demand for our products and services, as well as the ability of our customers to repay loans, on the value of the collateral securing loans, and the stability of our deposit funding sources. A significant decline in general local economic conditions, caused by inflation, recession, unemployment, changes in securities markets, changes in housing market prices, or other factors could have a material adverse effect on our financial condition and results of operations.
The earnings of financial services companies are significantly affected by general business and economic conditions.     Our operations and profitability are impacted by general business and economic conditions in the United States and abroad. These conditions include short-term and long-term interest rates, inflation, money supply, political issues, legislative and regulatory changes, fluctuations in both debt and equity capital markets, broad trends in industry and finance, the strength of the United States economy, and uncertainty in financial markets globally, all of which are beyond our control. A deterioration in economic conditions could result in an increase in loan delinquencies and nonperforming assets, decreases in loan collateral values, and a decrease in demand for our products and services, among other things, any of which could have a material adverse impact on our financial condition and results of operations.
New lines of business or new products and services may subject us to additional risk.     From time to time, we may implement new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and / or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and / or new products or services may not be achieved and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business and / or a new product or service. Furthermore, any new line of business and / or new product or service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business and / or new products or services could have a material adverse effect on our business, results of operations and financial condition.
Failure to keep pace with technological change could adversely affect our business.     The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on our business and, in turn, our financial condition and results of operations.
We may be adversely affected by risks associated with potential and completed acquisitions.     As part of our growth strategy, we regularly evaluate merger and acquisition opportunities and conduct due diligence activities related to possible transactions with other financial institutions and financial services companies. As a result, negotiations may take place and future mergers or acquisitions involving cash, debt, or equity securities may occur at any time. We seek merger or acquisition partners that are culturally similar, have experienced management, and possess either significant market presence or have potential for improved profitability through financial management, economies of scale, or expanded services.



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Acquiring other banks, businesses, or branches involves potential adverse impact to our financial results and various other risks commonly associated with acquisitions, including, among other things:
•
incurring time and expense associated with identifying and evaluating potential acquisitions and negotiating potential transactions, and with integrating acquired businesses, resulting in the diversion of resources from the operation of our existing businesses;
•
difficulty in estimating the value of target companies or assets and in evaluating credit, operations, management, and market risks associated with those companies or assets;
•
payment of a premium over book and market values that may dilute our tangible book value and earnings per share in the short and long term;
•
potential exposure to unknown or contingent liabilities of the target company, including, without limitation, liabilities for regulatory and compliance issues;
•
exposure to potential asset quality issues of the target company;
•
there may be volatility in reported income as goodwill impairment losses could occur irregularly and in varying amounts;
•
difficulties, inefficiencies or cost overruns associated with the integration of the operations, personnel, technologies, services, and products of acquired companies with ours;
•
inability to realize the expected revenue increases, cost savings, increases in geographic or product presence, and / or other projected benefits;
•
potential disruption to our business;
•
the possible loss of key employees and customers of the target company; and
•
potential changes in banking or tax laws or regulations that may affect the target company.

Acquisitions of financial institutions also involve operational risks and uncertainties, and acquired companies may have unknown or contingent liabilities, exposure to unexpected asset quality problems that require write-downs or write-offs (as well as restructuring and impairment or other charges), difficulty retaining key employees and customers and other issues that could negatively affect our business. We may not be able to realize any projected cost savings, synergies or other benefits associated with any such acquisition we complete. Acquisitions typically involve the payment of a premium over book and market values and, therefore, some dilution of our tangible book value and net income per common share may occur in connection with any future transaction. Failure to successfully integrate the entities we acquire into our existing operations could increase our operating costs significantly and have a material adverse effect on our business, financial condition, and results of operations.
In addition, we face significant competition from other financial services institutions, some of which may have greater financial resources than we do, when considering acquisition opportunities. Accordingly, attractive opportunities may not be available to us and there can be no assurance that we will be successful in identifying or completing future acquisitions.
Acquisitions may be delayed, impeded, or prohibited due to regulatory issues.     Acquisitions by the Corporation, particularly those of financial institutions, are subject to approval by a variety of federal and state regulatory agencies (collectively, “regulatory approvals”). The process for obtaining these required regulatory approvals has become substantially more difficult in recent years. Regulatory approvals could be delayed, impeded, restrictively conditioned or denied due to existing or new regulatory issues the Corporation has, or may have, with regulatory agencies, including, without limitation, issues related to BSA compliance, fair lending laws, fair housing laws, consumer protection laws, unfair, deceptive, or abusive acts or practices regulations, Community Reinvestment Act (CRA) issues, and other similar laws and regulations. We may fail to pursue, evaluate or complete strategic and competitively significant acquisition opportunities as a result of our inability, or perceived or anticipated inability, to obtain regulatory approvals in a timely manner, under reasonable conditions or at all. Difficulties associated with potential acquisitions that may result from these factors could have a material adverse impact on our business, and, in turn, our financial condition and results of operations.
Consumers may decide not to use banks to complete their financial transactions.     Technology and other changes are allowing parties to complete financial transactions through alternative methods that historically have involved banks. For example, consumers can now maintain funds that would have historically been held as bank deposits in brokerage accounts, mutual funds or general-purpose reloadable prepaid cards. Consumers can also complete transactions such as paying bills and / or transferring funds directly without the assistance of banks.
The process of eliminating banks as intermediaries, known as “disintermediation,” could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower cost of deposits as a source of funds could have a material adverse effect on our financial condition and results of operations.

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Legal, Regulatory, Compliance and Reputational Risks
We are subject to increasingly extensive government regulation and supervision.     We, primarily through Associated Bank and certain nonbank subsidiaries, are subject to increasingly extensive federal and state regulation and supervision. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds, and the banking system as a whole, not shareholders. These regulations affect our lending practices, capital structure, investment practices, dividend policy, and growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations, and policies for possible changes. Changes to statutes, regulations, or regulatory policies, including changes in interpretation or implementation of statutes, regulations, or policies, could affect us in substantial and unpredictable ways. Such changes could subject us to additional costs, limit the types of financial services and products we may offer, and / or increase the ability of nonbanks to offer competing financial services and products, among other things. Failure to comply with laws, regulations, or policies could result in sanctions by regulatory agencies, civil money penalties, and / or reputation damage, which could have a material adverse effect on our business, financial condition, and results of operations. While we have policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur.
The Consumer Financial Protection Bureau may reshape the consumer financial laws through rulemaking and enforcement of the prohibitions against unfair, deceptive and abusive business practices. Compliance with any such change may impact the business operations of depository institutions offering consumer financial products or services, including the Bank.     The CFPB has broad rulemaking authority to administer and carry out the provisions of the Dodd-Frank Act with respect to financial institutions that offer covered financial products and services to consumers. The CFPB has also been directed to write rules identifying practices or acts that are unfair, deceptive or abusive in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service. The concept of what may be considered to be an “abusive” practice is relatively new under the law. Moreover, the Bank will be supervised and examined by the CFPB for compliance with the CFPB’s regulations and policies. The costs and limitations related to this additional regulatory reporting regimen have yet to be fully determined, although they may be material and the limitations and restrictions that will be placed upon the Bank with respect to its consumer product offering and services may produce significant, material effects on the Bank’s (and the Corporation’s) profitability.
The Bank is periodically examined for mortgage-related issues, including mortgage loan and default services, fair lending, and mortgage banking.     In the wake of the mortgage crisis of the last few years, federal and state banking regulators are closely examining the mortgage and mortgage servicing activities of depository financial institutions. Should any of these regulators have serious concerns with respect to our operations in this regard, the effect of such concerns could have a material adverse effect on our growth strategy and profitability.
We may experience unanticipated losses as a result of residential mortgage loan repurchase or reimbursement obligations under agreements with secondary market purchasers .    We may be required to repurchase residential mortgage loans, or to reimburse the purchaser for losses with respect to residential mortgage loans, which have been sold to secondary market purchasers in the event there are breaches of certain representations and warranties contained within the sales agreements, such as representations and warranties related to credit information, loan documentation, collateral and insurability. Consequently, we are exposed to credit risk, and potentially funding risk, associated with sold loans. As a result we have established reserves in our consolidated financial statements for potential losses related to the residential mortgage loans we have sold. The adequacy of the reserves and the ultimate amount of losses incurred will depend on, among other things, the actual future mortgage loan performance, the actual level of future repurchase and reimbursement requests, the actual success rate of claimants, actual recoveries on the collateral and macroeconomic conditions. Due to uncertainties relating to these factors, there can be no assurance that the reserves we establish will be adequate or that the total amount of losses incurred will not have a material adverse effect on our financial condition or results of operations.
We are subject to examinations and challenges by tax authorities.     We are subject to federal and state income tax regulations. Income tax regulations are often complex and require interpretation. Changes in income tax regulations could negatively impact our results of operations. In the normal course of business, we are routinely subject to examinations and challenges from federal and state tax authorities regarding the amount of taxes due in connection with investments we have made and the businesses in which we have engaged. Recently, federal and state taxing authorities have become increasingly aggressive in challenging tax positions taken by financial institutions. These tax positions may relate to tax compliance, sales and use, franchise, gross receipts, payroll, property and income tax issues, including tax base, apportionment and tax credit planning. The challenges made by tax authorities may result in adjustments to the timing or amount of taxable income or deductions or the allocation of income among tax jurisdictions. If any such challenges are made and are not resolved in our favor, they could have a material adverse effect on our financial condition and results of operations.
We are subject to claims and litigation pertaining to fiduciary responsibility.     From time to time, customers make claims and take legal action pertaining to the performance of our fiduciary responsibilities. Whether customer claims and legal action related

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to the performance of our fiduciary responsibilities are founded or unfounded, if such claims and legal actions are not resolved in a manner favorable to us, they may result in significant financial liability and / or adversely affect the market perception of us and our products and services, as well as impact customer demand for those products and services. Any financial liability or reputation damage could have a material adverse effect on our business, which, in turn, could have a material adverse effect on our financial condition and results of operations.
We are a defendant in a variety of litigation and other actions, which may have a material adverse effect on our financial condition and results of operation.     We may be involved from time to time in a variety of litigation arising out of our business. Our insurance may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Should the ultimate judgments or settlements in any litigation exceed our insurance coverage, they could have a material adverse effect on our financial condition and results of operation for any period. In addition, we may not be able to obtain appropriate types or levels of insurance in the future, nor may we be able to obtain adequate replacement policies with acceptable terms, if at all.
Negative publicity could damage our reputation.     Reputation risk, or the risk to our earnings and capital from negative public opinion, is inherent in our business. Negative public opinion could adversely affect our ability to keep and attract customers and expose us to adverse legal and regulatory consequences. Negative public opinion could result from our actual or alleged conduct in any number of activities, including lending or foreclosure practices, corporate governance, regulatory compliance, mergers and acquisitions, and disclosure, sharing or inadequate protection of customer information, and from actions taken by government regulators and community organizations in response to that conduct. Because we conduct most of our business under the “Associated Bank” brand, negative public opinion about one business could affect our other businesses.
Ethics or conflict of interest issues could damage our reputation.     We have established a Code of Business Conduct and Ethics and related policies and procedures to address the ethical conduct of business and to avoid potential conflicts of interest. Any system of controls, however well designed and operated, is based, in part, on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of our related controls and procedures or failure to comply with the established Code of Business Conduct and Ethics and Related Party Transaction Policies and Procedures could have a material adverse effect on our reputation, business, results of operations, and / or financial condition.
Risks Related to an Investment in Our Securities
The price of our securities can be volatile.     Price volatility may make it more difficult for you to sell your securities when you want and at prices you find attractive. Our securities prices can fluctuate widely in response to a variety of factors including, among other things:
•
actual or anticipated variations in quarterly results of operations or financial condition;
•
operating results and stock price performance of other companies that investors deem comparable to us;
•
news reports relating to trends, concerns, and other issues in the financial services industry;
•
perceptions in the marketplace regarding us and / or our competitors;
•
new technology used or services offered by competitors;
•
significant acquisitions or business combinations, strategic partnerships, joint ventures, or capital commitments by or involving us or our competitors;
•
failure to integrate acquisitions or realize anticipated benefits from acquisitions;
•
changes in government regulations;
•
geopolitical conditions such as acts or threats of terrorism or military conflicts; and
•
recommendations by securities analysts.

General market fluctuations, industry factors, and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes, or credit loss trends, could also cause our securities prices to decrease regardless of our operating results.
There may be future sales or other dilution of our equity, which may adversely affect the market price of our securities.     We are not restricted from issuing additional securities, including common stock and securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. The issuance of additional shares of common stock or the issuance of convertible securities would dilute the ownership interest of our existing common shareholders. The market price of our common stock could decline as a result of an equity offering, as well as other sales of a large block of shares of our common stock or similar securities in the market after an equity offering, or the perception that such sales could occur. Both we and our regulators perform a variety of analyses of our assets, including the preparation of stress case scenarios, and as a result of those assessments we could determine, or our regulators could require us, to raise additional capital.

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In addition, the exercise of the common stock warrants originally issued to the U.S. Department of the Treasury (the “UST”) under TARP, which have been sold by the UST in a public offering, would dilute the ownership interest of our existing shareholders. See also Note 10, “Stockholders’ Equity,” of the notes to consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data,” for additional information on these common stock warrants.
We may reduce or eliminate dividends on our common stock.     Although we have historically paid a quarterly cash dividend to the holders of our common stock, holders of our common stock are not entitled to receive dividends. Downturns in the domestic and global economies could cause our board of directors to consider, among other things, the elimination of dividends paid on our common stock. This could adversely affect the market price of our common stock. Furthermore, as a bank holding company, our ability to pay dividends is subject to the guidelines of the Federal Reserve regarding capital adequacy and dividends. Dividends also may be limited as a result of safety and soundness considerations.
Common stock is equity and is subordinate to our existing and future indebtedness and preferred stock and effectively subordinated to all the indebtedness and other non-common equity claims against our subsidiaries.     Shares of the common stock are equity interests in us and do not constitute indebtedness. As such, shares of the common stock will rank junior to all of our indebtedness and to other non-equity claims against us and our assets available to satisfy claims against us, including our liquidation. Additionally, holders of our common stock are subject to prior dividend and liquidation rights of holders of our outstanding preferred stock. Our board of directors is authorized to issue additional classes or series of preferred stock without any action on the part of the holders of our common stock, and we are permitted to incur additional debt. Upon liquidation, lenders and holders of our debt securities and preferred stock would receive distributions of our available assets prior to holders of our common stock. Furthermore, our right to participate in a distribution of assets upon any of our subsidiaries’ liquidation or reorganization is subject to the prior claims of that subsidiary’s creditors, including holders of any preferred stock of that subsidiary.
Our articles of incorporation, bylaws, and certain banking laws may have an anti-takeover effect.     Provisions of our articles of incorporation and bylaws, and federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire us, even if doing so would be perceived to be beneficial to our shareholders. The combination of these provisions may prohibit a non-negotiated merger or other business combination, which, in turn, could adversely affect the market price of our common stock.
An investment in our common stock is not an insured deposit.     Our common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any other deposit insurance fund, or by any other public or private entity. An investment in our common stock is inherently risky for the reasons described in this “Risk Factors” section and elsewhere in this report and is subject to the same market forces that affect the price of common stock in any company. As a result, if you acquire our common stock, you may lose some or all of your investment.
An entity holding as little as a 5% interest in our outstanding common stock could, under certain circumstances, be subject to regulation as a “bank holding company.” An entity (including a “group” composed of natural persons) owning or controlling with the power to vote 25% or more of our outstanding common stock, or 5% or more if such holder otherwise exercises a “controlling influence” over us, may be subject to regulation as a “bank holding company” in accordance with the BHC Act. In addition, (1) any bank holding company or foreign bank with a U.S. presence may be required to obtain the approval of the Federal Reserve under the BHC Act to acquire or retain 5% or more of our outstanding common stock, and (2) any person not otherwise defined as a company by the BHC Act and its implementing regulations may be required to obtain the approval of the Federal Reserve under the Change in Bank Control Act to acquire or retain 10% or more of our outstanding common stock. Becoming a bank holding company imposes certain statutory and regulatory restrictions and obligations, such as providing managerial and financial strength for its bank subsidiaries. Regulation as a bank holding company could require the holder to divest all or a portion of the holder’s investment in our common stock or such nonbanking investments that may be deemed impermissible or incompatible with bank holding company status, such as a material investment in a company unrelated to banking.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
PROPERTIES
Our corporate headquarters, our largest owned facility, is located at 433 Main Street in Green Bay, Wisconsin and is approximately 118,000 square feet. The Corporation also owns two additional large facilities, principally operations centers, located in Green Bay and Stevens Point, Wisconsin with approximately 91,000 and 96,000 square feet, respectively. Our largest leased location is our downtown Milwaukee, Wisconsin office with approximately 96,000 square feet.

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In 2015, noteworthy owned property activity included the sale of 9 vacant banking facilities; sale of 4 non-banking facilities, namely land and a storage facility; one site acquisition of a previous land lease; and the sale of one large banking and office facility in La Crosse, Wisconsin of approximately 54,000 square feet that will be replaced by a smaller 8,300 square feet facility in 2016.  Noteworthy leased property activity included 24 new leases or renewals; 10 new tenant leases or renewals; and 23 terminations of income or expense leases.
At December 31, 2015, our bank subsidiary occupied over 200 banking locations serving more than 100 different communities within Illinois, Minnesota and Wisconsin. The main office of Associated Bank, National Association, at 200 North Adams Street in Green Bay, Wisconsin, is owned. Most banking offices are freestanding buildings that provide adequate customer parking, including drive-through accommodations of various numbers and types for customer convenience which are mostly owned. Some banking offices are in office towers and supermarket locations which are generally leased. At December 31, 2015, we owned approximately 77% of our total property portfolio, based on square footage, and leased the remainder.
ITEM 3.
LEGAL PROCEEDINGS
A lawsuit, R.J. ZAYED v. Associated Bank, N.A. , was filed in the United States District Court for the District of Minnesota on January 29, 2013. The lawsuit relates to a Ponzi scheme perpetrated by Oxford Global Partners and related entities (“Oxford”) and individuals and was brought by the receiver for Oxford. Oxford was a depository customer of the Bank. The lawsuit claims that the Bank is liable for failing to uncover the Oxford Ponzi scheme, and specifically alleges the Bank aided and abetted (1) the fraudulent scheme; (2) a breach of fiduciary duty; (3) conversion; and (4) false representations and omissions. The lawsuit seeks unspecified consequential and punitive damages. The District Court granted the Bank’s motion to dismiss the complaint on September 30, 2013. On March 2, 2015, the U.S. Court of Appeals for the Eighth Circuit reversed the District Court and remanded the case back to the District Court for further proceedings. It is not possible for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss at this time. A lawsuit by investors in the same Ponzi scheme, Herman Grad, et al v. Associated Bank, N.A., brought in Brown County, Wisconsin in October 2009 was dismissed by the circuit court, and the dismissal was affirmed by the Wisconsin Court of Appeals in June 2011 in an unpublished opinion.
Beginning in late 2013, the Corporation began reviewing a variety of legacy products provided by third parties, including debt protection and identity protection products. In connection with this review, the Corporation has made, and plans to make, remediation payments to affected customers and former customers, and has reserved accordingly.
A variety of consumer products, including the legacy debt protection and identity protection products referred to above, and mortgage and deposit products, and certain fees and charges related to such products, have come under increased regulatory scrutiny. It is possible that regulatory authorities could bring enforcement actions, including civil money penalties, or take other actions against the Corporation and the Bank in regard to these consumer products. The Bank could also determine of its own accord, or be required by regulators, to refund or otherwise make remediation payments to customers in connection with these products. It is not possible at this time for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss related to such matters.
Two complaints were filed against the Bank on January 11, 2016 in the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division in connection with the In re: World Marketing Chicago, LLC, et al Chapter 11 bankruptcy proceeding. In the first complaint, The Official Committee of Unsecured Creditors of World Marketing Chicago, LLC, et al v. Associated Bank, N.A., the plaintiff seeks to avoid guarantees and pledges of collateral given by the debtors to secure a revolving financing commitment of $6 million to the debtors’ parent company from the Bank. The plaintiff alleges a variety of legal theories under federal and state law, including fraudulent conveyance, preferential transfer and conversion, in support of its position. The plaintiff seeks return of approximately $4 million paid to the Bank and the avoidance of the security interest in the collateral securing the remaining approximately $1 million of indebtedness to the Bank. The Bank intends to vigorously defend this lawsuit. In the second complaint, American Funds Service Company v. Associated Bank, N.A., the plaintiff alleges that approximately $600,000 of funds it had advanced to the World Marketing entities to apply towards future postage fees was swept by the Bank from World Marketing’s bank accounts. Plaintiff seeks the return of such funds from the Bank under several theories, including Sec. 541(d) of the Bankruptcy Code, the creation of a resulting trust, and unjust enrichment. The Bank intends to vigorously defend this 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 with respect to these two lawsuits.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.

21


INFORMATION ABOUT THE EXECUTIVE OFFICERS
The following is a list of names and ages of executive officers of Associated indicating all positions and offices held by each such person and each such person’s principal occupation(s) or employment during the past five years. Officers are appointed annually by the Board of Directors at the meeting of directors immediately following the annual meeting of shareholders. There are no family relationships among these officers, nor any arrangement or understanding between any officer and any other person pursuant to which the officer was selected. No person other than those listed below has been chosen to become an executive officer of Associated. The information presented below is as of February 1, 2016.
Philip B. Flynn - Age: 58
Philip B. Flynn has been President and Chief Executive Officer of Associated and a member of the Board of Directors since December 2009. Mr. Flynn has more than 30 years of financial services industry experience. Prior to joining Associated, he served as Vice Chairman and Chief Operating Officer of Union Bank. During his nearly 30-year career with Union Bank, he held a broad range of executive positions, including chief credit officer and head of commercial banking, specialized lending and wholesale banking. He served as a member of Union Bank’s board of directors from 2004 to 2009.
William M. Bohn - Age: 49
William M. Bohn has been Executive Vice President, Head of Private Client and Institutional Services, of Associated and Associated Bank, National Association since July 2014. Mr. Bohn also serves as Chairman of the Board of Associated Financial Group, LLC, and Associated Investment Services, Inc., and Chief Executive Officer of Associated Trust Company, N.A. He joined Associated in 1997 and most recently served as President and Chief Executive Officer of Associated Financial Group from 2004-2015.
Christopher J. Del Moral-Niles - Age: 45
Christopher J. Del Moral-Niles has been Executive Vice President, Chief Financial Officer, of Associated and Associated Bank, National Association since March 2012. He joined Associated in July 2010 and previously served as Associated’s Deputy Chief Financial Officer and as Associated’s Corporate Treasurer. From 2006 to 2010, he held various leadership roles for The First American Corporation and its subsidiaries, including serving as Corporate Treasurer and as divisional President of First American Trust, FSB. From 2003 to 2006, Mr. Niles held various positions with Union Bank, including serving as Senior Vice President and Director of Liability Management. Prior to his time with Union Bank, Mr. Niles spent a decade as a financial services investment banker supporting mergers and acquisitions of financial institutions, bank and thrift capital issuances, and bank funding transactions.
Patrick J. Derpinghaus - Age: 60
Patrick J. Derpinghaus has been Executive Vice President, Chief Audit Executive, of Associated and Associated Bank, National Association since April 2011. Mr. Derpinghaus has over 34 years of banking experience serving in various executive finance and audit positions. From March 2008 until March 2011, Mr. Derpinghaus served as Audit Director for U.S. Bank in Minneapolis, Minnesota. Prior to his position at U.S. Bank, Mr. Derpinghaus served as Executive Vice President and Chief Financial Officer of The Bankers Bank in Atlanta, Georgia from October 2005 to December 2007.
Judith M. Docter - Age: 54
Judith M. Docter has been Executive Vice President, Chief Human Resources Officer, of Associated and Associated Bank, National Association since November 2005. Ms. Docter was Senior Vice President, Director of Organizational Development, for Associated from May 2002 to November 2005. From March 1992 to May 2002, she served as Director of Human Resources for Associated Bank, National Association, Fox Valley Region and Wealth Management.
Randall J. Erickson - Age: 56
Randall J. Erickson has been Executive Vice President, General Counsel and Corporate Secretary of Associated and Associated Bank, National Association since April 2012. Prior to joining Associated, he served as senior vice president, chief administrative officer and general counsel of Milwaukee-based bank holding company Marshall & Ilsley Corporation from 2002 until it was acquired by BMO Financial in 2011. Upon leaving M&I, he became a member of Milwaukee law firm Godfrey & Kahn’s securities practice group. He had been a partner at Godfrey & Kahn from 1990 to 2002 prior to joining M&I as its general counsel. Mr. Erickson served as a director of Renaissance Learning, Inc., an educational software company, from 2009 until it was acquired by Permira Funds in 2011.
Breck Hanson - Age: 67
Breck Hanson has been Vice Chairman of Associated Bank, National Association since January 2016. He was previously the Executive Vice President, Head of Commercial Real Estate and Chicago Market President, of Associated and Associated Bank,

22


National Association from October 2010 to January 2016. He is also a director of Associated Banc-Corp Foundation. He has more than 35 years of banking experience, including over 30 years of leadership responsibility within the CRE segment. Most recently, he was Executive Vice President, Commercial Real Estate with Bank of America, where he was responsible for all levels of business in the Midwest Commercial Real Estate Group, which included 370 employees and 7 CRE business lines. He spent over two decades in CRE leadership roles with LaSalle Bank prior to its merger with Bank of America.
Arthur G. Heise - Age: 67
Arthur G. Heise has been Executive Vice President, Chief Risk Officer, of Associated and Associated Bank, National Association since April 2011. Mr. Heise brings more than 30 years leadership experience in risk management roles. From October 2007 through March 2011, he held positions of Chief Audit Executive and Director of Enterprise Risk Services for US Bancorp. Prior to his position at US Bancorp, Mr. Heise served as Director, Business Risk and Control at CitiMortgage from 2004 to 2007.
Scott S. Hickey - Age: 60
Scott S. Hickey has been Executive Vice President, Chief Credit Officer, of Associated and Associated Bank, National Association since October 2008. He was with U.S. Bank from 1985 to 2008, and served as Chief Approval Officer from 2002 to 2008.
Timothy J. Lau - Age: 53
Timothy J. Lau has been Executive Vice President, Head of Community Markets, of Associated and Associated Bank, National Association since June 2014. Mr. Lau previously served as Executive Vice President, Head of Private Client and Institutional Services from December 2010 to June 2014. He is also a director of Associated Banc-Corp Foundation, Associated Investment Services, Inc. and Associated Financial Group, LLC. He joined Associated in 1989 and has held a number of senior management positions in Consumer and Small Business Banking, Residential Lending, and Commercial Banking.
Christopher C. Piotrowski - Age: 41
Christopher C. Piotrowski has been Executive Vice President, Chief Marketing Officer of Associated since December of 2014. Prior to joining Associated, he was previously a Senior Director of Marketing at S.C. Johnson & Son, Inc. since 2009.
Paul G. Schmidt - Age: 53
Paul Schmidt has been Executive Vice President, Head of Commercial Real Estate, of Associated and Associated Bank, National Association since January 2016. He joined Associated in May 2015 as Executive Vice President of Commercial Real Estate. He was named Deputy Head of Commercial Real Estate in September 2015. Schmidt brings more than 31 years of banking experience to Associated Bank. Most recently, he held the position of Executive Vice President, Division Manager, Commercial Real Estate at Wells Fargo.
David L. Stein - Age: 52
David L. Stein is Executive Vice President, Head of Consumer and Commercial Banking of Associated and Associated Bank, National Association. He is a director of Associated Investment Services, Inc., Associated Financial Group, LLC, and Associated Banc-Corp Foundation. He was the President of the Southwest Region of Associated Bank, National Association, from January 2005 until June 2007. He held various positions with J.P. Morgan Chase & Co., and one of its predecessors, Bank One Corporation, from 1989 until joining Associated in 2005.
John A. Utz - Age: 47
John A. Utz has been Executive Vice President, Head of Corporate Banking and Milwaukee Market President, of Associated and Associated Bank, National Association since September 2015. He joined Associated in March 2010 with upwards of 20 years of banking experience, having previously served as President of Union Bank’s UnionBanCal Equities and head of its Capital Markets division from September 2007 to March 2010, and as head of the National Banking and Asset Management teams from October 2002 to September 2007.
James Yee - Age: 63
James Yee has been Executive Vice President, Chief Information and Operations Officer of Associated and Associated Bank, National Association since May 2012. Prior to joining Associated, he was a Senior Executive Vice President and Chief Information Officer at Union Bank, in San Francisco. His experience also includes serving as Chief Information Officer of Banc of America Securities and Stanford University Medical Center.

23


PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Information in response to this item is incorporated by reference to the discussion of dividend restrictions under Part I, Item 1, "Business - Holding Company Dividends," and in Note 10, “Stockholders’ Equity,” of the notes to consolidated financial statements included under Part II, Item 8 of this report. The Corporation’s common stock is traded on the New York Stock Exchange under the symbol ASB.
The number of shareholders of record of the Corporation’s common stock, $.01 par value, as of January 27, 2016, was approximately 9,200. Certain of the Corporation’s shares are held in “nominee” or “street” name and the number of beneficial owners of such shares is approximately 17,800.
Payment of future dividends is within the discretion of the Board of Directors and will depend, among other factors, on earnings, capital requirements, and the operating and financial condition of the Corporation. The Board of Directors makes the dividend determination on a quarterly basis. The aggregate amount of the quarterly dividends was $0.41 per common share for 2015 and $0.37 per common share for 2014 .
Following are the Corporation’s monthly common stock and depositary share purchases during the fourth quarter of 2015. For a detailed discussion of the common stock and depositary share purchases during 2015 and 2014 , see section “Capital” included under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this document and Part II, Item 8, Note 10, “Stockholders’ Equity,” of the notes to consolidated financial statements.
Common Stock Purchases:
 
Total Number  of
Shares Purchased(a)
 
Average Price
Paid per Share
 
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs
 
Maximum Number of
Shares that May Yet
Be Purchased Under
the Plans
or Programs(b)
Period
 
 
 
 
 
 
 
October 1 — October 31, 2015
—

 
$
—

 
—

 
—

November 1 — November 30, 2015
—

 
—

 
—

 
—

December 1 — December 31, 2015
—

 
—

 
—

 
—

Total
—

 
$
—

 
—

 
—

(a)
During the fourth quarter of 2015, the Corporation repurchased 4,445 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 April 21, 2015, the Board of Directors authorized the repurchase of up to $125 million of the Corporation’s common stock, of which, approximately $108 million remained available to repurchase as of December 31, 2015. Using the closing stock price on December 31, 2015 of $18.75, a total of approximately 6 million shares of common stock remained available to be repurchased under this plan.
Series B Preferred Stock Depositary Share Purchases:
 
Total Number  of
Shares Purchased
 
Average Price
Paid per Share
 
Total Number of
Shares Purchased as
Part of  Publicly
Announced Plans
or Programs
 
Maximum Number of
Shares that May Yet
Be Purchased Under
the Plans
or Programs(a)
Period
 
 
 
 
 
 
 
October 1 — October 31, 2015
—

 
$
—

 
—

 
—

November 1 — November 30, 2015
—

 
—

 
—

 
—

December 1 — December 31, 2015
—

 
—

 
—

 
—

Total
—

 
$
—

 
—

 
—

(a)
In 2011, the Corporation issued 2,600,000 depositary shares, each representing a 1/40th interest in a share of the Corporation’s 8.00% Non-Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”). During 2013, the Board of Directors authorized the repurchase of up to $10 million of the Series B Preferred Stock. As of December 31, 2015, approximately $5 million remained available under this repurchase authorization. Using the closing price on December 31, 2015 of $26.22, a total of approximately 175,000 shares remained available to be repurchased under the previously approved Board authorization as of December 31, 2015.

24


Series C Preferred Stock Depositary Share Purchases:
 
Total Number  of
Shares Purchased
 
Average Price
Paid per Share
 
Total Number of
Shares Purchased as
Part of  Publicly
Announced Plans
or Programs
 
Maximum Number of
Shares that May Yet
Be Purchased Under
the Plans
or Programs(a)
Period
 
 
 
 
 
 
 
October 1 — October 31, 2015
—

 
$
—

 
—

 
—

November 1 — November 30, 2015
—

 
—

 
—

 
—

December 1 — December 31, 2015
—

 
—

 
—

 
—

Total
—

 
$
—

 
—

 
—

(a)
In June 2015, the Corporation issued 2,600,000 depositary shares, each representing a 1/40th interest in a share of the Corporation’s 6.125% Non-Cumulative Perpetual Preferred Stock, Series C (the “Series C Preferred Stock”). On August 28, 2015, the Board of Directors authorized the repurchase of up to $10 million of the Series C Preferred Stock. As of December 31, 2015, $10 million remained available under this repurchase authorization as the Corporation has not yet repurchased any of the Series C Preferred Stock under this authorization. Using the closing price on December 31, 2015 of $26.00, a total of approximately 385,000 shares remained available to be repurchased under the previously approved Board authorization as of December 31, 2015.
Market Information
The following represents selected market information of the Corporation’s common stock for 2015 and 2014 .
 
 
 
 
 
Market Price Range
Closing Sales Prices
 
Dividends Paid
 
Book Value
 
High
 
Low
 
Close
2015
 
 
 
 
 
 
 
 
 
4th Quarter
$
0.11

 
$
18.62

 
$
20.61

 
$
17.98

 
$
18.75

3rd Quarter
0.10

 
18.77

 
20.55

 
17.17

 
17.97

2nd Quarter
0.10

 
18.44

 
20.84

 
18.50

 
20.27

1st Quarter
0.10

 
18.38

 
19.07

 
16.62

 
18.60

2014
 
 
 
 
 
 
 
 
 
4th Quarter
$
0.10

 
$
18.32

 
$
19.37

 
$
16.75

 
$
18.63

3rd Quarter
0.09

 
18.15

 
18.90

 
17.42

 
17.42

2nd Quarter
0.09

 
17.99

 
18.39

 
16.82

 
18.08

1st Quarter
0.09

 
17.64

 
18.35

 
15.58

 
18.06


25


Total Shareholder Return Performance Graph
Set forth below is a line graph (and the underlying data points) comparing the yearly percentage change in the cumulative total shareholder return (change in year-end stock price plus reinvested dividends) on the Corporation’s common stock with the cumulative total return of the S&P 500 Index and the S&P 400 Regional Banks Sub-Industry Index for the period of five fiscal years commencing on January 1, 2011, and ending December 31, 2015. The S&P 400 Regional Banks Sub-Industry Index is comprised of stocks on the S&P Total Market Index that are classified in the regional banks sub-industry. The graph assumes that the value of the investment in the Corporation’s common stock and in each index was $100 on December 31, 2010. Historical stock price performance shown on the graph is not necessarily indicative of the future price performance.
5 Year Trend
Source: Bloomberg
2010
 
2011
 
2012
 
2013
 
2014
 
2015
Associated Banc-Corp
$
100.0

 
$
74.0

 
$
88.4

 
$
119.5

 
$
130.5

 
$
134.2

S&P 500 Index
$
100.0

 
$
102.1

 
$
118.3

 
$
156.2

 
$
177.3

 
$
179.8

S&P 400 Regional Banks Sub-Industry Index
$
100.0

 
$
88.5

 
$
96.0

 
$
139.3

 
$
140.9

 
$
150.1

The Total Shareholder Return Performance Graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act or under the Exchange Act, except to the extent the Corporation specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

26


ITEM 6.    
SELECTED FINANCIAL DATA
TABLE 1: Earnings Summary and Selected Financial Data
(In thousands, except per share data)
 
Years Ended December 31,
2015
 
2014
 
2013
 
2012
 
2011
Interest income
$
753,662

 
$
736,745

 
$
708,983

 
$
718,284

 
$
741,622

Interest expense
77,384

 
55,778

 
63,440

 
92,292

 
128,791

Net interest income
676,278

 
680,967

 
645,543

 
625,992

 
612,831

Provision for credit losses
37,500

 
16,000

 
10,100

 
10,100

 
49,326

Net interest income after provision for credit losses
638,778

 
664,967

 
635,443

 
615,892

 
563,505

Noninterest income
328,409

 
290,319

 
313,099

 
313,290

 
273,119

Noninterest expense
697,399

 
679,241

 
680,649

 
674,723

 
653,197

Income before income taxes
269,788

 
276,045

 
267,893

 
254,459

 
183,427

Income tax expense
81,487

 
85,536

 
79,201

 
75,486

 
43,728

Net income
188,301

 
190,509

 
188,692

 
178,973

 
139,699

Preferred stock dividends and discount accretion
7,155

 
5,002

 
5,158

 
5,200

 
24,830

Net income available to common equity
$
181,146

 
$
185,507

 
$
183,534

 
$
173,773

 
$
114,869

Earnings per common share:
 
 
 
 
 
 
 
 
 
Basic
$
1.20

 
$
1.17

 
$
1.10

 
$
1.00

 
$
0.66

Diluted
1.19

 
1.16

 
1.10

 
1.00

 
0.66

Cash dividends per share
0.41

 
0.37

 
0.33

 
0.23

 
0.04

Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
 
Basic
149,350

 
157,286

 
165,584

 
172,255

 
173,370

Diluted
150,603

 
158,254

 
165,802

 
172,357

 
173,372

SELECTED FINANCIAL DATA
 
 
 
 
 
 
 
 
 
Year-End Balances:
 
 
 
 
 
 
 
 
 
Loans
$
18,714,343

 
$
17,593,846

 
$
15,896,261

 
$
15,411,022

 
$
14,031,071

Allowance for loan losses
274,264

 
266,302

 
268,315

 
297,409

 
378,151

Investment securities
6,135,644

 
5,801,267

 
5,425,795

 
4,966,635

 
4,937,483

Total assets
27,715,021

 
26,821,774

 
24,226,920

 
23,487,735

 
21,924,217

Deposits
21,007,665

 
18,763,504

 
17,267,167

 
16,939,865

 
15,090,655

Short and long-term funding
3,513,766

 
4,998,405

 
3,828,193

 
3,342,285

 
3,691,556

Stockholders’ equity
2,937,246

 
2,800,251

 
2,891,290

 
2,936,399

 
2,865,794

Book value per common share
18.62

 
18.32

 
17.40

 
16.97

 
16.15

Tangible book value per common share
12.10

 
12.06

 
11.62

 
11.39

 
10.68

Average Balances:
 
 
 
 
 
 
 
 
 
Loans
$
18,252,264

 
$
16,838,994

 
$
15,663,145

 
$
14,741,785

 
$
13,278,848

Investment securities
5,912,849

 
5,594,232

 
4,995,331

 
4,469,541

 
5,497,297

Earning assets
24,571,087

 
22,760,128

 
20,980,128

 
19,613,777

 
19,442,263

Total assets
27,023,010

 
25,111,597

 
23,305,758

 
21,976,357

 
21,588,620

Deposits
19,903,087

 
17,647,084

 
17,438,195

 
15,582,369

 
14,401,127

Interest-bearing liabilities
19,334,641

 
17,826,386

 
15,964,647

 
14,905,735

 
15,120,824

Stockholders’ equity
2,895,158

 
2,871,932

 
2,892,312

 
2,948,988

 
2,997,290



27


ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion is management’s analysis to assist in the understanding and evaluation of the consolidated financial condition and results of operations of the Corporation. It should be read in conjunction with the consolidated financial statements and footnotes and the selected financial data presented elsewhere in this report.
During the third quarter of 2015, the Corporation reclassified all closed end first lien home equity loans to residential mortgage loans in order to better align with the Corporation's regulatory reporting of residential mortgage loan products. All prior periods have been restated to reflect this change. As a result, the restated home equity loan portfolio is $1.1 billion at December 31, 2014, compared to the originally reported amount of $1.6 billion. Similarly, the restated residential mortgage loan portfolio is $5.1 billion at December 31, 2014, compared to the originally reported amount of $4.5 billion.
The detailed financial discussion that follows focuses on 2015 results compared to 2014 . Discussion of 2014 results compared to 2013 is predominantly in section “ 2014 Compared to 2013 .”
Overview
The Corporation is a bank holding company headquartered in Wisconsin, providing a broad array of banking and nonbanking products and services to businesses and consumers primarily within our three-state footprint. The Corporation’s primary sources of revenue, through the Bank, are net interest income (predominantly from loans and investment securities), and noninterest income, principally fees and other revenue from financial services provided to customers or ancillary services tied to loans and deposits.
Performance Summary
•
Net income available to common equity for 2015 was $181 million (compared to net income available to common equity of $186 million for 2014) or diluted earnings per common share of $1.19 (versus diluted earnings per common share of $1.16 for 2014).
•
Total loans increased $1.1 billion (6%) between year-end 2015 and 2014, with growth in both commercial and residential mortgage loans. On average, loans increased $1.4 billion (8%). For 2016, the Corporation expects high single digit average loan growth.
•
Total deposits increased $2.2 billion (12%) between year-end 2015 and 2014, primarily in noninterest-bearing demand and money market deposits. On average, total deposits increased $2.3 billion (13%) from 2014. For 2016, the Corporation expects to maintain a loan to deposit ratio under 100%. At the end of the 2015, this ratio was 89%.
•
The provision for credit losses increased to $38 million in 2015 , compared to $16 million in 2014 . Net charge offs represented 0.16% of average loans for 2015 compared to 0.09% for 2014 . Potential problem loans increased to $302 million at December 31, 2015, compared to $190 million at December 31, 2014. Nonaccrual loans were modestly higher than 2014. For 2016, the Corporation expects the provision for loan losses will increase with loan growth and changes in risk grade or other indications of credit quality.
•
Net interest income was $676 million for 2015, a reduction of $5 million (1%) compared to 2014. The net interest margin for 2015 was 2.84%, 24 bp lower than 3.08% in 2014. For 2016, the Corporation anticipates a modest upward trend in the net interest margin, assuming additional Federal Reserve action to raise interest rates.
•
Noninterest income was $328 million for 2015, up $38 million (13%) from 2014. Core fee-based revenues were up $29 million in 2015, primarily attributable to higher insurance commissions (related to the Ahmann & Martin Co. acquisition) and higher mortgage banking revenues, up $11 million from 2014. For additional discussion concerning noninterest income see section, “Noninterest Income,” and for additional information on the Ahmann & Martin Co. acquisition see Note 2, "Acquisition," of the notes to consolidated financial statements. For 2016, the Corporation expects noninterest income will be flat to the prior year, excluding the net investment securities gains.
•
Noninterest expense of $697 million increased $18 million (3%) from 2014. The increase was substantially attributable to higher personnel expense related to the Ahmann & Martin Co. acquisition in the first quarter of 2015. For additional discussion regarding noninterest expense see section, “Noninterest Expense.” For 2016, the Corporation expects noninterest expense will be approximately flat to the prior year.

28


•
Income tax expense for 2015 was $81 million, compared to income tax expense of $86 million for 2014. The effective tax rate was 30.2% for 2015, compared to an effective tax rate of 31.0% for 2014. For additional discussion concerning income tax expense see section, “Income Taxes.”
INCOME STATEMENT ANALYSIS
Net Interest Income
TABLE 2: Average Balances and Interest Rates (interest and rates on a fully tax-equivalent basis)
 
Years Ended December 31,
 
2015
 
2014
 
2013
 
Average
Balance
 
Interest
Income /
Expense
 
Average
Yield /
Rate
 
Average
Balance
 
Interest
Income /
Expense
 
Average
Yield /
Rate
 
Average
Balance
 
Interest
Income /
Expense
 
Average
Yield /
Rate
 
($ in Thousands)
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans:(1)(2)(3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and business lending
$
7,035,449

 
$
223,639

 
3.18
%
 
$
6,495,338

 
$
219,386

 
3.38
%
 
$
5,809,578

 
$
208,039

 
3.58
%
Commercial real estate lending
4,222,218

 
146,372

 
3.47
%
 
3,990,675

 
146,802

 
3.68
%
 
3,705,526

 
149,539

 
4.04

Total commercial
11,257,667

 
370,011

 
3.29
%
 
10,486,013

 
366,188

 
3.49
%
 
9,515,104

 
357,578

 
3.76

Residential mortgage
5,538,690

 
182,228

 
3.29
%
 
4,864,054

 
168,830

 
3.47
%
 
4,582,241

 
163,966

 
3.58

Retail
1,455,907

 
67,524

 
4.64
%
 
1,488,927

 
67,382

 
4.53
%
 
1,565,800

 
69,647

 
4.45

Total loans
18,252,264

 
619,763

 
3.40
%
 
16,838,994

 
602,400

 
3.58
%
 
15,663,145

 
591,191

 
3.77

Investment securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable
4,936,065

 
100,292

 
2.03
%
 
4,726,511

 
102,464

 
2.17
%
 
4,202,478

 
88,919

 
2.12

Tax-exempt(1)
976,784

 
47,663

 
4.88
%
 
867,721

 
44,467

 
5.12
%
 
792,853

 
43,752

 
5.52

Other short-term investments
405,974

 
6,591

 
1.62
%
 
326,902

 
6,635

 
2.03
%
 
321,652

 
5,193

 
1.61

Investments and other
6,318,823

 
154,546

 
2.45
%
 
5,921,134

 
153,566

 
2.59
%
 
5,316,983

 
137,864

 
2.59

Total earning assets
$
24,571,087

 
$
774,309

 
3.15
%
 
$
22,760,128

 
$
755,966

 
3.32
%
 
$
20,980,128

 
$
729,055

 
3.47
%
Other assets, net
2,451,923

 
 
 
 
 
2,351,469

 
 
 
 
 
2,325,630

 
 
 
 
Total assets
$
27,023,010

 
 
 
 
 
$
25,111,597

 
 
 
 
 
$
23,305,758

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Savings deposits
$
1,336,755

 
$
1,000

 
0.07
%
 
$
1,249,452

 
$
968

 
0.08
%
 
$
1,188,910

 
$
942

 
0.08
%
Interest-bearing demand deposits
3,201,085

 
4,266

 
0.13
%
 
2,983,747

 
4,124

 
0.14
%
 
2,827,778

 
4,517

 
0.16

Money market deposits
9,210,179

 
16,574

 
0.18
%
 
7,614,042

 
12,452

 
0.16
%
 
7,322,476

 
13,702

 
0.19

Time deposits
1,613,547

 
11,285

 
0.70
%
 
1,587,641

 
8,750

 
0.55
%
 
1,849,718

 
12,106

 
0.65

Total interest-bearing deposits
15,361,566

 
33,125

 
0.22
%
 
13,434,882

 
26,294

 
0.20
%
 
13,188,882

 
31,267

 
0.24

Federal funds purchased and securities sold under agreements to repurchase
625,736

 
943

 
0.15
%
 
795,257

 
1,219

 
0.15
%
 
675,574

 
1,322

 
0.20

Other short-term funding
220,321

 
465

 
0.21
%
 
573,460

 
785

 
0.14
%
 
1,198,264

 
1,519

 
0.13

Total short-term funding
846,057

 
1,408

 
0.17
%
 
1,368,717

 
2,004

 
0.15
%
 
1,873,838

 
2,841

 
0.15

Long-term funding
3,127,018

 
42,851

 
1.37
%
 
3,022,787

 
27,480

 
0.91
%
 
901,927

 
29,332

 
3.25

Total short and long-term funding
3,973,075

 
44,259

 
1.11
%
 
4,391,504

 
29,484

 
0.67
%
 
2,775,765

 
32,173

 
1.16

Total interest-bearing liabilities
$
19,334,641

 
$
77,384

 
0.40
%
 
$
17,826,386

 
$
55,778

 
0.31
%
 
$
15,964,647

 
$
63,440

 
0.40
%
Noninterest-bearing demand deposits
4,541,521

 
 
 
 
 
4,212,202

 
 
 
 
 
4,249,313

 
 
 
 
Other liabilities
251,690

 
 
 
 
 
201,077

 
 
 
 
 
199,486

 
 
 
 
Stockholders’ equity
2,895,158

 
 
 
 
 
2,871,932

 
 
 
 
 
2,892,312

 
 
 
 
Total liabilities and stockholders’ equity
$
27,023,010

 
 
 
 
 
$
25,111,597

 
 
 
 
 
$
23,305,758

 
 
 
 
Interest rate spread
 
 
 
 
2.75
%
 
 
 
 
 
3.01
%
 
 
 
 
 
3.07
%
Net free funds
  
 
 
 
0.09
%
 
 
 
 
 
0.07
%
 
 
 
 
 
0.10
%
Fully tax-equivalent net interest income and net interest margin
 
 
$
696,925

 
2.84
%
 
 
 
$
700,188

 
3.08
%
 
 
 
$
665,615

 
3.17
%
Fully tax-equivalent adjustment
 
 
$
20,647

 
 
 
 
 
$
19,221

 
 
 
 
 
$
20,072

 
 
Net interest income
 
 
$
676,278

 
 
 
 
 
$
680,967

 
 
 
 
 
$
645,543

 
 
(1)
The yield on tax-exempt loans and securities is computed on a fully tax-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.

29


Net interest income is the primary source of the Corporation’s revenue. Net interest income is the difference between interest income on interest-earning assets, such as loans and investment securities, and the interest expense on interest-bearing deposits and other borrowings used to fund interest-earning and other assets or activities. Net interest income is affected by changes in interest rates and by the amount and composition of earning assets and interest-bearing liabilities, as well as the sensitivity of the balance sheet to changes in interest rates, including characteristics such as the fixed or variable nature of the financial instruments, contractual maturities, re-pricing frequencies, loan prepayment behavior, and the use of interest rate derivative financial instruments.

Interest rate spread and net interest margin are utilized to measure and explain changes in net interest income. Interest rate spread is the difference between the yield on earning assets and the rate paid on interest-bearing liabilities that fund those assets. The net interest margin is expressed as the percentage of net interest income to average earning assets. The net interest margin exceeds the interest rate spread because noninterest-bearing sources of funds (“net free funds”), principally noninterest-bearing demand deposits and stockholders’ equity, also support earning assets. To compare tax-exempt asset yields to taxable yields, the yield on tax-exempt loans and investment securities is computed on a fully tax-equivalent basis. Net interest income, interest rate spread, and net interest margin are discussed on a fully tax-equivalent basis.
Table 2 provides average balances of earning assets and interest-bearing liabilities, the associated interest income and expense, and the corresponding interest rates earned and paid, as well as net interest income, interest rate spread, and net interest margin on a fully tax-equivalent basis for the three years ended December 31, 2015 . Tables 3 and 4 present additional information to facilitate the review and discussion of fully tax-equivalent net interest income, interest rate spread, and net interest margin.

Notable contributions to the change in 2015 net interest income were:
•
Net interest income in the consolidated statements of income (which excludes the fully tax-equivalent adjustment) was $676 million in 2015 compared to $681 million in 2014. See sections “Interest Rate Risk” and “Quantitative and Qualitative Disclosures about Market Risk,” for a discussion of interest rate risk and market risk.
•
Fully tax-equivalent net interest income of $697 million for 2015 was $3 million lower than 2014.
•
Average earning assets of $24.6 billion in 2015 were $1.8 billion , or 8%  higher than 2014. Average loans increased $1.4 billion , or 8% , including a $772 million increase in commercial loans and a $675 million increase in residential mortgage loans. Average securities and short-term investments increased $398 million , primarily in mortgage-related securities, municipal securities, and interest-bearing deposits in other banks.
•
Average interest-bearing liabilities of $19.3 billion in 2015 were up $1.5 billion , or 8%  versus 2014. On average, interest-bearing deposits increased $1.9 billion and noninterest-bearing demand deposits (a principal component of net free funds) increased by $329 million . On average, short and long-term funding decreased $418 million from 2014, including a $523 million decrease in short-term funding, partially offset by an increase in long-term funding (also mainly due to the issuance of long-term senior and subordinated notes in late 2014).
•
The net interest margin for 2015 was 2.84% , compared to 3.08% in 2014. The 24 bp decline in net interest margin was attributable to a 26 bp decrease in interest rate spread (the net of a 17 bp decrease in the yield on earning assets and a 9 bp increase in the cost of interest-bearing liabilities), partially offset by a 2 bp higher contribution from net free funds.
•
For 2015, loan yields decreased 18 bp to 3.40% , due to the re-pricing 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 14 bp to 2.45% , and was also impacted by the low interest rate environment and higher prepayment speeds of mortgage-related securities purchased at a premium.
•
The average cost of interest-bearing deposits was 0.22% in 2015, 2 bp higher than 2014. The cost of short term funding was up slightly, while the cost of long-term funding increased 46 bp to 1.37% in 2015, mainly due to the issuance of long-term senior and subordinated notes in late 2014.
•
The Federal Reserve increased the targeted Federal funds rate on December 17, 2015 to a range of 0.25%- 0.50% from 0.00%- 0.25%. In January 2016, the Federal Reserve indicated that it is likely to gradually increase short term rates during 2016. The timing and magnitude of any such increases are uncertain and will depend on domestic and global economic conditions.



30


TABLE 3: Rate/Volume Analysis(1)
 
2015 Compared to 2014
Increase (Decrease) Due to
 
2014 Compared to 2013
Increase (Decrease) Due to
 
Volume
 
Rate
 
Net
 
Volume
 
Rate
 
Net
 
($ in Thousands)
Interest income:
 
 
 
 
 
 
 
 
 
 
 
Loans:(2)
 
 
 
 
 
 
 
 
 
 
 
Commercial and business lending
$
17,662

 
$
(13,409
)
 
$
4,253

 
$
23,564

 
$
(12,217
)
 
$
11,347

Commercial real estate lending
8,271

 
(8,701
)
 
(430
)
 
11,034

 
(13,771
)
 
(2,737
)
Total commercial
25,933

 
(22,110
)
 
3,823

 
34,598

 
(25,988
)
 
8,610

Residential mortgage
22,530

 
(9,132
)
 
13,398

 
9,880

 
(5,016
)
 
4,864

Retail
(1,512
)
 
1,654

 
142

 
(6,826
)
 
4,561

 
(2,265
)
Total loans
46,951

 
(29,588
)
 
17,363

 
37,652

 
(26,443
)
 
11,209

Investment securities:
 
 
 
 
 
 
 
 
 
 
 
Taxable
2,757

 
(4,929
)
 
(2,172
)
 
11,781

 
1,764

 
13,545

Tax-exempt(2)
5,395

 
(2,199
)
 
3,196

 
3,964

 
(3,249
)
 
715

Other short-term investments
1,429

 
(1,473
)
 
(44
)
 
86

 
1,356

 
1,442

Investments and other
9,581

 
(8,601
)
 
980

 
15,831

 
(129
)
 
15,702

Total earning assets
$
56,532

 
$
(38,189
)
 
$
18,343

 
$
53,483

 
$
(26,572
)
 
$
26,911

Interest expense:
 
 
 
 
 
 
 
 
 
 
 
Savings deposits
$
66

 
$
(34
)
 
$
32

 
$
47

 
$
(21
)
 
$
26

Interest-bearing demand deposits
293

 
(151
)
 
142

 
240

 
(633
)
 
(393
)
Money market deposits
2,788

 
1,334

 
4,122

 
529

 
(1,779
)
 
(1,250
)
Time deposits
159

 
2,376

 
2,535

 
(1,560
)
 
(1,796
)
 
(3,356
)
Total interest-bearing deposits
3,306

 
3,525

 
6,831

 
(744
)
 
(4,229
)
 
(4,973
)
Federal funds purchased and securities sold under agreements to repurchase
(256
)
 
(20
)
 
(276
)
 
211

 
(314
)
 
(103
)
Other short-term funding
(623
)
 
303

 
(320
)
 
(847
)
 
113

 
(734
)
Total short-term funding
(879
)
 
283

 
(596
)
 
(636
)
 
(201
)
 
(837
)
Long-term funding
978

 
14,393

 
15,371

 
14,790

 
(16,642
)
 
(1,852
)
Total short and long-term funding
99

 
14,676

 
14,775

 
14,154

 
(16,843
)
 
(2,689
)
Total interest-bearing liabilities
$
3,405

 
$
18,201

 
$
21,606

 
$
13,410

 
$
(21,072
)
 
$
(7,662
)
Net interest income
$
53,127

 
$
(56,390
)
 
$
(3,263
)
 
$
40,073

 
$
(5,500
)
 
$
34,573

(1)The change in interest due to both rate and volume has been allocated in proportion to the relationship to the dollar amounts of the change in each.

(2)The yield on tax-exempt loans and securities is computed on a fully tax-equivalent basis using a tax rate of 35% for all periods presented and is net of the effects of certain disallowed interest deductions.
TABLE 4: Interest Rate: Spread and Interest Margin (on a fully tax-equivalent basis)
 
2015 Average
 
2014 Average
 
2013 Average
 
Balance
 
% of
Earning
Assets
 
Yield /
Rate
 
Balance
 
% of
Earning
Assets
 
Yield /
Rate
 
Balance
 
% of
Earning
Assets
 
Yield /
Rate
 
($ in Thousands)
Total loans
$
18,252,264

 
74.3
%
 
3.40
%
 
$
16,838,994

 
74.0
%
 
3.58
%
 
$
15,663,145

 
74.7
%
 
3.77
%
Investments and other
6,318,823

 
25.7
%
 
2.45
%
 
5,921,134

 
26.0
%
 
2.59
%
 
5,316,983

 
25.3
%
 
2.59
%
Earning assets
$
24,571,087

 
100.0
%
 
3.15
%
 
$
22,760,128

 
100.0
%
 
3.32
%
 
$
20,980,128

 
100.0
%
 
3.47
%
Financed by:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities
$
19,334,641

 
78.7
%
 
0.40
%
 
$
17,826,386

 
78.3
%
 
0.31
%
 
$
15,964,647

 
76.1
%
 
0.40
%
Noninterest-bearing liabilities
5,236,446

 
21.3
%
 
 
 
4,933,742

 
21.7
%
 
 
 
5,015,481

 
23.9
%
 
 
Total funds sources
$
24,571,087

 
100.0
%
 
0.31
%
 
$
22,760,128

 
100.0
%
 
0.25
%
 
$
20,980,128

 
100.0
%
 
0.30
%
Interest rate spread
 
 
 
 
2.75
%
 
 
 
 
 
3.01
%
 
 
 
 
 
3.07
%
Net free funds
 
 
 
 
0.09
%
 
 
 
 
 
0.07
%
 
 
 
 
 
0.10
%
Net interest margin
 
 
 
 
2.84
%
 
 
 
 
 
3.08
%
 
 
 
 
 
3.17
%
Average prime rate *
 
 
 
 
3.26
%
 
 
 
 
 
3.25
%
 
 
 
 
 
3.25
%
Average effective federal funds rate *
 
 
 
 
0.13
%
 
 
 
 
 
0.08
%
 
 
 
 
 
0.11
%
Average spread
 
 
 
 
313bp

 
 
 
 
 
317bp

 
 
 
 
 
314bp

* Source: Bloomberg
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

31


Provision for Credit Losses
The provision for credit losses (which includes the provision for loan losses and the provision for unfunded commitments) in 2015 was $38 million , compared to $16 million in 2014 . Net charge offs were $30 million (representing 0.16% of average loans) for 2015 , compared to $15 million (representing 0.09% of average loans) for 2014 . The ratio of the allowance for loan losses to total loans was 1.47% and 1.51% at December 31, 2015 and 2014 , respectively.
The provision for credit losses is predominantly a function of the Corporation’s reserving methodology and judgments as to other qualitative and quantitative factors used to determine the appropriate level of the allowance for loan losses and the allowance for unfunded commitments, which focuses on changes in the size and character of the loan portfolio, changes in levels of impaired and other nonaccrual loans, historical losses and delinquencies in each portfolio category, the level of loans sold or transferred to held for sale, the risk inherent in specific loans, concentrations of loans to specific borrowers or industries, existing economic conditions, the fair value of underlying collateral, and other factors which could affect potential credit losses. See additional discussion under sections, “Loans,” “Allowance for Credit Losses,” “Nonaccrual Loans, Potential Problem Loans, and Other Real Estate Owned,” and “Credit Risk.”
Noninterest Income
TABLE 5: Noninterest Income
 
Years Ended December 31,
 
Change From Prior Year
($ in Thousands)
2015
 
2014
 
2013
 
$ Change
2015
 
% Change
2015
 
$ Change
2014
 
% Change
2014
Trust service fees
$
48,840

 
$
48,403

 
$
45,633

 
$
437

 
1
 %
 
$
2,770

 
6
 %
Service charges on deposit accounts
65,471

 
68,779

 
70,009

 
(3,308
)
 
(5
)%
 
(1,230
)
 
(2
)%
Card-based and other nondeposit fees
51,325

 
49,512

 
49,913

 
1,813

 
4
 %
 
(401
)
 
(1
)%
Insurance commissions
75,363

 
44,421

 
44,024

 
30,942

 
70
 %
 
397

 
1
 %
Brokerage and annuity commissions
15,378

 
16,089

 
14,877

 
(711
)
 
(4
)%
 
1,212

 
8
 %
Total core fee-based revenue
256,377

 
227,204

 
224,456

 
29,173

 
13
 %
 
2,748

 
1
 %
Mortgage banking income
43,439

 
32,708

 
49,772

 
10,731

 
33
 %
 
(17,064
)
 
(34
)%
Mortgage servicing rights expense
11,176

 
11,388

 
925

 
(212
)
 
(2
)%
 
10,463

 
N/M

Mortgage banking, net
32,263

 
21,320

 
48,847

 
10,943

 
51
 %
 
(27,527
)
 
(56
)%
Capital market fees, net
10,752

 
9,973

 
13,080

 
779

 
8
 %
 
(3,107
)
 
(24
)%
Bank owned life insurance income
9,796

 
13,576

 
11,855

 
(3,780
)
 
(28
)%
 
1,721

 
15
 %
Other
9,496

 
7,464

 
8,884

 
2,032

 
27
 %
 
(1,420
)
 
(16
)%
Subtotal (“fee income”)
318,684

 
279,537

 
307,122

 
39,147

 
14
 %
 
(27,585
)
 
(9
)%
Asset gains, net
1,592

 
10,288

 
5,413

 
(8,696
)
 
(85
)%
 
4,875

 
90
 %
Investment securities gains, net
8,133

 
494

 
564

 
7,639

 
N/M

 
(70
)
 
(12
)%
Total noninterest income
$
328,409

 
$
290,319

 
$
313,099

 
$
38,090

 
13
 %
 
$
(22,780
)
 
(7
)%
Mortgage loans originated for sale during period
$
1,228,106

 
$
1,069,852

 
$
2,304,006

 
$
158,254

 
15
 %
 
$
(1,234,154
)
 
(54
)%
Trust assets under management, at market value
$
7,729,131

 
$
7,993,047

 
$
7,423,556

 
$
(263,916
)
 
(3
)%
 
$
569,491

 
8
 %
Fee income ratio *
31
%
 
29
%
 
32
%
 
 
 
 
 
 
 
 
N/M = Not Meaningful
 
 
 
 
 
 
 
 
 
 
 
 
 
* Fee income ratio is fee income, per the above table, divided by total revenue (defined as fully tax-equivalent net interest income plus fee income).
Notable contributions to the change in 2015 noninterest income were:
•
Core fee-based revenue was $256 million , an increase of $29 million ( 13% ) compared to 2014 . Insurance commissions were $75 million , an increase of $31 million ( 70% ) compared to 2014 . The increase in insurance commissions was primarily due to the acquisition of Ahmann & Martin Co., which increased insurance commissions from property and casualty to 25% of total insurance commissions for 2015, compared to 15% for 2014. See Note 2, “Acquisition,” of the notes to consolidated financial statements for additional information on the Ahmann & Martin Co. acquisition.
•
Net mortgage banking income for 2015 was $32 million , up $11 million ( 51% ) compared to 2014 . Net mortgage banking consists of gross mortgage banking income less mortgage servicing rights expense. Gross mortgage banking income includes servicing fees, the gain or loss on sales of mortgage loans to the secondary market, changes to the mortgage repurchase reserve, and the fair value adjustments on the mortgage derivatives. Gross mortgage banking income increased,

32


primarily due to $6 million of additional gains on sales and $4 million of favorable change in the fair value of mortgage derivatives.
•
Net investment securities gains were $8 million for 2015, due to the restructuring of the investment securities portfolio. See Note 3, "Investment Securities" of the notes to consolidated financial statements for additional information on the investment securities portfolio restructuring.
•
Net asset gains of $2 million for 2015 were primarily attributable to gains of $3 million on the sale of real estate and miscellaneous assets, partially offset by net losses of $1 million on the sales and other write-downs of other real estate owned. Net asset gains of $10 million for 2014 were primarily attributable to gains of $11 million on the sale of real estate and miscellaneous assets, partially offset by net losses of $1 million on the sales and other write-downs of other real estate owned.
•
Bank owned life insurance income was $10 million for 2015, a decrease of $4 million ( 28% ) compared to 2014, primarily due to death benefits received in 2014.
Noninterest Expense
TABLE 6: Noninterest Expense
 
Years Ended December 31,
 
Change From Prior Year
 
2015
 
2014
 
2013
 
$ Change
2015
 
% Change
2015
 
$ Change
2014
 
% Change
2014
 
($ in Thousands)
Personnel expense
$
404,741

 
$
390,399

 
$
397,015

 
$
14,342

 
4
 %
 
$
(6,616
)
 
(2
)%
Occupancy
60,896

 
57,677

 
59,409

 
3,219

 
6
 %
 
(1,732
)
 
(3
)%
Equipment
23,209

 
24,784

 
25,351

 
(1,575
)
 
(6
)%
 
(567
)
 
(2
)%
Technology
60,613

 
55,472

 
49,445

 
5,141

 
9
 %
 
6,027

 
12
 %
Business development and advertising
25,772

 
26,144

 
23,346

 
(372
)
 
(1
)%
 
2,798

 
12
 %
Other intangible amortization
3,094

 
3,747

 
4,043

 
(653
)
 
(17
)%
 
(296
)
 
(7
)%
Loan expense
14,102

 
13,866

 
13,162

 
236

 
2
 %
 
704

 
5
 %
Legal and professional fees
17,052

 
17,485

 
20,226

 
(433
)
 
(2
)%
 
(2,741
)
 
(14
)%
Foreclosure / OREO expense
4,494

 
6,722

 
10,068

 
(2,228
)
 
(33
)%
 
(3,346
)
 
(33
)%
FDIC expense
26,000

 
23,761

 
19,461

 
2,239

 
9
 %
 
4,300

 
22
 %
Other
57,426

 
59,184

 
59,123

 
(1,758
)
 
(3
)%
 
61

 
—
 %
Total noninterest expense
$
697,399

 
$
679,241

 
$
680,649

 
$
18,158

 
3
 %
 
$
(1,408
)
 
—
 %
Personnel expense to total noninterest expense
58
%
 
57
%
 
58
%
 
 
 
 
 
 
 
 
Average full-time equivalent employees
4,421

 
4,406

 
4,728

 
 
 
 
 
 
 
 
Notable contributions to the change in 2015 noninterest expense were:
•
Personnel expense (which includes salary-related expenses and fringe benefit expenses) was $405 million for 2015 , up $14 million ( 4% ) from 2014 . This increase was primarily attributable to the Ahmann and Martin Co. acquisition which added approximately 100 colleagues during 2015. See Note 2, “Acquisition,” of the notes to consolidated financial statements for additional information on the Ahmann & Martin Co. acquisition.
•
Nonpersonnel noninterest expenses on a combined basis were $293 million, up $4 million (1%) compared to 2014 . Technology was up $5 million ( 9% ) as the Corporation continues to invest in solutions that will drive operational efficiency. Occupancy expense was up $3 million from 2014 , primarily attributable to the consolidation of ten branches during 2015. FDIC expense was $2 million ( 9% ) higher compared to 2014 reflecting growth in risk-weighted assets. Foreclosure / OREO expenses decreased $2 million ( 33% ), compared to 2014, as foreclosures trend down.

33


Income Taxes

The Corporation recognized income tax expense of $81 million for 2015 compared to income tax expense of $86 million for 2014 . The change in income tax expense was primarily due to the decrease in the level of pretax income between the years. The effective tax rate was 30.2% for 2015 , compared to an effective tax rate of 31.0% for 2014 . There was no change to the reserve for uncertainty in income taxes during 2015. During 2014, the Corporation recorded a $2 million net increase in the reserve for uncertainty in income taxes. Income tax expense is also impacted by ongoing federal and state income tax audits and changes in tax law and rates.

See Note 1, “Summary of Significant Accounting Policies,” of the notes to consolidated financial statements for the Corporation’s income tax accounting policy and section “Critical Accounting Policies.” Income tax expense recorded in the consolidated statements of income involves the interpretation and application of certain accounting pronouncements and federal and state tax laws and regulations, and is, therefore, considered a critical accounting policy. The Corporation is subject to examination by various taxing authorities. Examination by taxing authorities may impact the amount of tax expense and / or the reserve for uncertainty in income taxes if their interpretations differ from those of management, based on their judgments about information available to them at the time of their examinations. See Note 13, “Income Taxes,” of the notes to consolidated financial statements for more information.
ANALYSIS OF EARNING ASSETS
Loans
TABLE 7: Loan Composition
 
As of December 31,
 
2015
 
2014
 
2013
 
2012
 
2011
 
Amount
 
% of
Total
 
Amount
 
% of
Total
 
Amount
 
% of
Total
 
Amount
 
% of
Total
 
Amount
 
% of
Total
 
($ in Thousands)
Commercial and industrial
$
6,147,440

 
33
%
 
$
5,905,902

 
34
%
 
$
4,822,680

 
31
%
 
$
4,502,021

 
29
%
 
$
3,724,736

 
27
%
Commercial real estate — owner occupied
918,212

 
5

 
1,007,937

 
6

 
1,114,715

 
7

 
1,219,747

 
8

 
1,086,829

 
8

Lease financing
43,243

 
—

 
51,529

 
—

 
55,483

 
—

 
64,196

 
1

 
58,194

 
—

Commercial and business lending
7,108,895

 
38

 
6,965,368

 
40

 
5,992,878

 
38

 
5,785,964

 
38

 
4,869,759

 
35

Commercial real estate — investor
3,234,266

 
17

 
3,056,485

 
17

 
2,939,456

 
18

 
2,906,759

 
19

 
2,563,767

 
18

Real estate construction
1,162,145

 
6

 
1,008,956

 
6

 
896,248

 
6

 
655,381

 
4

 
584,046

 
4

Commercial real estate lending
4,396,411

 
23

 
4,065,441

 
23

 
3,835,704

 
24

 
3,562,140

 
23

 
3,147,813

 
22

Total commercial
11,505,306

 
61

 
11,030,809

 
63

 
9,828,582

 
62

 
9,348,104

 
61

 
8,017,572

 
57

Home equity revolving lines of credit
883,759

 
5

 
887,779

 
5

 
874,840

 
5

 
936,065

 
6

 
1,059,865

 
8

Home equity loans junior liens
122,043

 
1

 
164,148

 
1

 
208,054

 
1

 
269,672

 
2

 
340,165

 
2

Home equity
1,005,802

 
6

 
1,051,927

 
6

 
1,082,894

 
6

 
1,205,737

 
8

 
1,400,030

 
10

Installment and credit cards
419,968

 
2

 
454,219

 
3

 
407,074

 
3

 
466,727

 
3

 
557,782

 
4

Residential mortgage
5,783,267

 
31

 
5,056,891

 
28

 
4,577,711

 
29

 
4,390,454

 
28

 
4,055,687

 
29

Total consumer
7,209,037

 
39

 
6,563,037

 
37

 
6,067,679

 
38

 
6,062,918

 
39

 
6,013,499

 
43

Total loans
$
18,714,343

 
100
%
 
$
17,593,846

 
100
%
 
$
15,896,261

 
100
%
 
$
15,411,022

 
100
%
 
$
14,031,071

 
100
%
Commercial real estate and Real estate construction loan detail:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Farmland
$
7,135

 
—
%
 
$
9,249

 
—
%
 
$
8,591

 
—
%
 
$
17,730

 
1
%
 
$
26,221

 
1
%
Multi-family
932,360

 
29

 
976,956

 
32

 
951,348

 
33

 
905,372

 
31

 
694,056

 
27

Non-owner occupied
2,294,771

 
71

 
2,070,280

 
68

 
1,979,517

 
67

 
1,983,657

 
68

 
1,843,490

 
72

Commercial real estate — investor
$
3,234,266

 
100
%
 
$
3,056,485

 
100
%
 
$
2,939,456

 
100
%
 
$
2,906,759

 
100
%
 
$
2,563,767

 
100
%
1-4 family construction
$
309,396

 
27
%
 
$
304,992

 
30
%
 
$
259,031

 
29
%
 
$
176,874

 
27
%
 
$
120,170

 
21
%
All other construction
852,749

 
73

 
703,964

 
70

 
637,217

 
71

 
478,507

 
73

 
463,876

 
79

Real estate construction
$
1,162,145

 
100
%
 
$
1,008,956

 
100
%
 
$
896,248

 
100
%
 
$
655,381

 
100
%
 
$
584,046

 
100
%

34


The Corporation has long-term guidelines relative to the proportion of Commercial and Business, Commercial Real Estate, and Consumer loans within the overall loan portfolio, with each targeted to represent 30-40% of the overall loan portfolio. The targeted long-term guidelines were unchanged during 2014 and 2015 . Furthermore, certain sub-asset classes within the respective portfolios were further defined and dollar limitations were placed on these sub-portfolios. These guidelines and limits are reviewed quarterly and approved annually by the Enterprise Risk Committee of the Corporation’s Board of Directors. These guidelines and limits are designed to create balance and diversification within the loan portfolios.
The loan portfolio is widely diversified by types of borrowers, industry groups, and market areas within our core footprint. Significant loan concentrations are considered to exist when there are amounts loaned to numerous borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. At December 31, 2015 , no significant concentrations existed in the Corporation’s portfolio in excess of 10% of total loans. Credit risk management for each loan type is discussed in the section entitled, “Credit Risk.”
Notable contributions to the change in 2015 loan balances were:
•
The commercial and business lending portfolio, which consists of commercial and business lending and owner occupied commercial real estate loans, was $7.1 billion at December 31, 2015 up $144 million ( 2% ) since year-end 2014 . At December 31, 2015 , the largest industry group within the commercial and business lending category was the Manufacturing sector which represented 8% of total loans and 20% of the total commercial and business lending portfolio. The next largest industry groups within the commercial and business lending category included the Oil and Gas portfolio and the Finance and Insurance portfolio, which each represented 4% of total loans and each represented 11% of the total commercial and business lending portfolio at December 31, 2015 . In addition, the Power and Utilities portfolio represented 4% of total loans and 10% of the total commercial and business lending portfolio at December 31, 2015 . The remaining commercial and business lending portfolio is spread over a diverse range of industries, none of which exceed 4% of total loans.
•
The commercial real estate lending portfolio, which consists of investor commercial real estate and construction loans, totaled $4.4 billion at December 31, 2015 , up $331 million ( 8% ) from December 31, 2014 . Within the commercial real estate lending portfolio, commercial real estate lending to investors totaled $3.2 billion at December 31, 2015 , an increase of $178 million ( 6% ) from December 31, 2014 . Real estate construction loans were $1.2 billion , an increase of $153 million ( 15% ) compared to December 31, 2014 . The commercial real estate lending portfolio is focused primarily in our footprint (which includes our three state branch footprint as well as Missouri, Indiana, Ohio, Michigan, and Iowa), with 87% of the outstanding loan balances in our footprint at December 31, 2015 .
•
Residential mortgage loans totaled $5.8 billion at December 31, 2015 , up $726 million ( 14% ) from December 31, 2014 . At December 31, 2015 , the residential mortgage portfolio was comprised of $1.6 billion of fixed-rate residential real estate mortgages and $4.2 billion of variable-rate residential real estate mortgages, compared to $1.6 billion of fixed-rate mortgages and $3.5 billion variable-rate mortgages at December 31, 2014 . The residential mortgage portfolio is focused primarily in our footprint, with 99% of the outstanding loan balances in our footprint at December 31, 2015 .
•
Home equity totaled $1.0 billion at December 31, 2015 , down $46 million ( 4% ) compared to December 31, 2014 , and consists of both home equity lines of credit and closed-end home equity loans. Home equity loans and lines in a junior position at December 31, 2015 included approximately 43% for which the Corporation also owned or serviced the related first lien loan and approximately 57% where the Corporation did not service the related first lien loan.
•
As of December 31, 2015 , approximately 32% of the home equity loan first liens have a remaining maturity of more than 10 years. Based upon outstanding balances at December 31, 2015 , the following table presents the periods when home equity lines of credit revolving periods are scheduled to end.
TABLE 8: Home Equity Line of Credit - Revolving Period End Dates
 
$ in Thousands
 
% to Total
Less than 1 year
$
3,814

 
<1%

1 — 3 years
4,988

 
1
%
3 — 5 years
28,567

 
3
%
5 — 10 years
198,260

 
22
%
Over 10 years
648,130

 
73
%
Total home equity revolving lines of credit
$
883,759

 
100
%
•
Installment and credit cards totaled $420 million at December 31, 2015 down $34 million ( 8% ) compared to December 31, 2014 . Credit cards totaled $96 million at December 31, 2015 compared to $93 million at December 31, 2014 . The Corporation had $249 million and $288 million of student loans at December 31, 2015 , and December 31, 2014 , respectively, the majority of which are government guaranteed.

35


TABLE 9: Commercial Loan Maturity Distribution and Interest Rate Sensitivity
  
Maturity(1)
December 31, 2015
Within
1 Year(2)
 
1-5 Years
 
After
5 Years
 
Total
 
% of Total
 
($ in Thousands)
Commercial and industrial
$
5,054,203

 
$
833,737

 
$
259,500

 
$
6,147,440

 
54
%
Commercial real estate — investor
1,485,300

 
1,626,219

 
122,747

 
3,234,266

 
28
%
Commercial real estate — owner occupied
276,799

 
508,828

 
132,585

 
918,212

 
8
%
Real estate construction
776,448

 
352,772

 
32,925

 
1,162,145

 
10
%
Total
$
7,592,750

 
$
3,321,556

 
$
547,757

 
$
11,462,063

 
100
%
Fixed rate
$
3,664,008

 
$
967,240

 
$
259,782

 
$
4,891,030

 
43
%
Floating or adjustable rate
3,928,742

 
2,354,316

 
287,975

 
6,571,033

 
57
%
Total
$
7,592,750

 
$
3,321,556

 
$
547,757

 
$
11,462,063

 
100
%
Percent by maturity distribution
66
%
 
29
%
 
5
%
 
100
%
 
 
(1)
Based upon scheduled principal repayments.
(2)
Demand loans, past due loans, and overdrafts are reported in the “Within 1 Year” category.

The total commercial loans that were floating or adjustable rate was $6.6 billion ( 57% ) at December 31, 2015. Including the $3.7 billion of fixed rate loans due within one year, 89% of the commercial loan portfolio noted above matures, re-prices, or resets within one year. Of the fixed rate loans due within one year, 94% have an original maturity within one year.

36


Allowance for Credit Losses

TABLE 10: Allowance for Credit Losses
 
Years Ended December 31,
 
2015
 
 
 
2014
 
 
 
2013
 
 
 
2012
 
 
 
2011
 
 
 
($ in Thousands)
Allowance for Loan Losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses, at beginning of year
$
266,302

 
 
 
$
268,315

 
 
 
$
297,409

 
 
 
$
378,151

 
 
 
$
476,813

 
 
Provision for loan losses
38,000

 
 
 
13,000

 
 
 
10,000

 
 
 
3,000

 
 
 
52,000

 
 
Loans charged off:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
27,687

 
 
 
14,633

 
 
 
35,146

 
 
 
43,240

 
 
 
38,662

 
 
Commercial real estate — owner occupied
2,645

 
 
 
3,476

 
 
 
6,474

 
 
 
4,080

 
 
 
9,485

 
 
Lease financing
—

 
 
 
39

 
 
 
206

 
 
 
797

 
 
 
173

 
 
Commercial and business lending
30,332

 
 
 
18,148

 
 
 
41,826

 
 
 
48,117

 
 
 
48,320

 
 
Commercial real estate — investor
4,645

 
 
 
4,529

 
 
 
9,846

 
 
 
14,000

 
 
 
29,479

 
 
Real estate construction
750

 
 
 
1,958

 
 
 
3,375

 
 
 
3,588

 
 
 
38,222

 
 
Commercial real estate lending
5,395

 
 
 
6,487

 
 
 
13,221

 
 
 
17,588

 
 
 
67,701

 
 
Total commercial
35,727

 
 
 
24,635

 
 
 
55,047

 
 
 
65,705

 
 
 
116,021

 
 
Home equity revolving lines of credit
4,386

 
 
 
6,980

 
 
 
10,855

 
 
 
18,736

 
 
 
25,679

 
 
Home equity loans junior liens
2,662

 
 
 
3,966

 
 
 
7,015

 
 
 
11,631

 
 
 
15,341

 
 
Home equity
7,048

 
 
 
10,946

 
 
 
17,870

 
 
 
30,367

 
 
 
41,020

 
 
Installment and credit cards (1)
3,869

 
 
 
2,876

 
 
 
1,389

 
 
 
3,057

 
 
 
16,134

 
 
Residential mortgage
5,636

 
 
 
5,639

 
 
 
13,755

 
 
 
17,917

 
 
 
16,557

 
 
Total consumer
16,553

 
 
 
19,461

 
 
 
33,014

 
 
 
51,341

 
 
 
73,711

 
 
Total loans charged off
52,280

 
 
 
44,096

 
 
 
88,061

 
 
 
117,046

 
 
 
189,732

 
 
Recoveries of loans previously charged off:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
9,795

 
 
 
11,390

 
 
 
28,865

 
 
 
18,363

 
 
 
16,350

 
 
Commercial real estate — owner occupied
921

 
 
 
1,806

 
 
 
339

 
 
 
453

 
 
 
2,509

 
 
Lease financing
26

 
 
 
7

 
 
 
218

 
 
 
1,899

 
 
 
1,955

 
 
Commercial and business lending
10,742

 
 
 
13,203

 
 
 
29,422

 
 
 
20,715

 
 
 
20,814

 
 
Commercial real estate — investor
4,157

 
 
 
9,996

 
 
 
6,961

 
 
 
4,796

 
 
 
5,666

 
 
Real estate construction
2,268

 
 
 
816

 
 
 
5,511

 
 
 
2,129

 
 
 
7,521

 
 
Commercial real estate lending
6,425

 
 
 
10,812

 
 
 
12,472

 
 
 
6,925

 
 
 
13,187

 
 
Total commercial
17,167

 
 
 
24,015

 
 
 
41,894

 
 
 
27,640

 
 
 
34,001

 
 
Home equity revolving lines of credit
2,093

 
 
 
2,226

 
 
 
2,995

 
 
 
2,725

 
 
 
1,867

 
 
Home equity loans junior liens
1,140

 
 
 
974

 
 
 
1,113

 
 
 
1,115

 
 
 
1,290

 
 
Home equity
3,233

 
 
 
3,200

 
 
 
4,108

 
 
 
3,840

 
 
 
3,157

 
 
Installment and credit cards
765

 
 
 
616

 
 
 
1,633

 
 
 
1,234

 
 
 
1,584

 
 
Residential mortgage
1,077

 
 
 
1,252

 
 
 
1,332

 
 
 
590

 
 
 
328

 
 
Total consumer
5,075

 
 
 
5,068

 
 
 
7,073

 
 
 
5,664

 
 
 
5,069

 
 
Total recoveries
22,242

 
 
 
29,083

 
 
 
48,967

 
 
 
33,304

 
 
 
39,070

 
 
Total net charge offs
30,038

 
 
 
15,013

 
 
 
39,094

 
 
 
83,742

 
 
 
150,662

 
 
Allowance for loan losses, at end of year
$
274,264

 
 
 
$
266,302

 
 
 
$
268,315

 
 
 
$
297,409

 
 
 
$
378,151

 
 
Allowance for Unfunded Commitments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of year
$
24,900

 
 
 
$
21,900

 
 
 
$
21,800

 
 
 
$
14,700

 
 
 
$
17,374

 
 
Provision for unfunded commitments
(500
)
 
 
 
3,000

 
 
 
100

 
 
 
7,100

 
 
 
(2,674
)
 
 
Balance at end of year
$
24,400

 
 
 
$
24,900

 
 
 
$
21,900

 
 
 
$
21,800

 
 
 
$
14,700

 
 
Allowance for credit losses (A)
$
298,664

 
 
 
$
291,202

 
 
 
$
290,215

 
 
 
$
319,209

 
 
 
$
392,851

 
 
Provision for credit losses (B)
$
37,500

 
 
 
$
16,000

 
 
 
$
10,100

 
 
 
$
10,100

 
 
 
$
49,326

 
 
Ratios at end of year:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses to total loans
1.47
%
 
 
 
1.51
%
 
 
 
1.69
%
 
 
 
1.93
%
 
 
 
2.70
%
 
 
Allowance for loan losses to net charge offs
9.1
x
 
 
 
17.7
x
 
 
 
6.9
x
 
 
 
3.6
x
 
 
 
2.5
x
 
 





37


TABLE 10: Allowance for Credit Losses (continued)
 
Years Ended December 31,
 
2015
 
 
 
2014
 
 
 
2013
 
 
 
2012
 
 
 
2011
 
 

Net loan charge offs (recoveries):
 
 
(C)

 
 
 
(C)

 
 
 
(C)

 
 
 
(C)

 
 
 
(C)

Commercial and industrial
$
17,892

 
30

 
$
3,243

 
6

 
$
6,281

 
14

 
$
24,877

 
63

 
$
22,312

 
70

Commercial real estate — owner occupied
1,724

 
18

 
1,670

 
16

 
6,135

 
53

 
3,627

 
33

 
6,976

 
67

Lease financing
(26
)
 
(6
)
 
32

 
6

 
(12
)
 
(2
)
 
(1,102
)
 
N\M

 
(1,782
)
 
N\M

Commercial and business lending
19,590

 
28

 
4,945

 
8

 
12,404

 
21

 
27,402

 
53

 
27,506

 
64

Commercial real estate — investor
488

 
2

 
(5,467
)
 
(18
)
 
2,885

 
10

 
9,204

 
33

 
23,813

 
98

Real estate construction
(1,518
)
 
(14
)
 
1,142

 
12

 
(2,136
)
 
(27
)
 
1,459

 
25

 
30,701

 
N\M

Commercial real estate lending
(1,030
)
 
(2
)
 
(4,325
)
 
(11
)
 
749

 
2

 
10,663

 
32

 
54,514

 
183

Total commercial
18,560

 
16

 
620

 
1

 
13,153

 
14

 
38,065

 
45

 
82,020

 
113

Home equity revolving lines of credit
2,293

 
26

 
4,754

 
54

 
7,860

 
88

 
16,011

 
159

 
23,812

 
215

Home equity loans junior liens
1,522

 
107

 
2,992

 
160

 
5,902

 
250

 
10,516

 
344

 
14,051

 
374

Home equity
3,815

 
37

 
7,746

 
73

 
13,762

 
122

 
26,527

 
202

 
37,863

 
256

Installment and credit cards
3,104

 
72

 
2,260

 
53

 
(244
)
 
(6
)
 
1,823

 
36

 
14,550

 
237

Residential mortgage
4,559

 
8

 
4,387

 
9

 
12,423

 
27

 
17,327

 
39

 
16,229

 
42

Total consumer
11,478

 
16

 
14,393

 
23

 
25,941

 
42

 
45,677

 
73

 
68,642

 
114

Total net charge offs
$
30,038

 
16

 
$
15,013

 
9

 
$
39,094

 
25

 
$
83,742

 
57

 
$
150,662

 
113

Commercial real estate-investor and Real estate construction net charge off detail:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Farmland
$
—

 
N\M

 
$
—

 
N\M

 
$
366

 
252

 
$
(47
)
 
(21
)
 
$
704

 
225

Multi-family
39

 
—

 
(6,170
)
 
(62
)
 
499

 
5

 
103

 
1

 
4,531

 
77

Non-owner occupied
$
449

 
2

 
$
703

 
3

 
$
2,020

 
10

 
$
9,148

 
47

 
$
18,578

 
103

Commercial real estate — investor
$
488

 
2

 
$
(5,467
)
 
(18
)
 
$
2,885

 
10

 
$
9,204

 
33

 
$
23,813

 
98

1-4 family construction
$
(750
)
 
(24
)
 
$
(369
)
 
(12
)
 
$
(3,796
)
 
(163
)
 
$
(1,541
)
 
N\M

 
$
11,888

 
N\M

All other construction
(768
)
 
(10
)
 
1,511

 
22

 
1,660

 
30

 
3,000

 
66

 
18,813

 
N\M

Real estate construction
$
(1,518
)
 
(14
)
 
$
1,142

 
12

 
$
(2,136
)
 
(27
)
 
$
1,459

 
25

 
$
30,701

 
N\M

(A)
Includes the allowance for loan losses and the allowance for unfunded commitments.
(B)
Includes the provision for loan losses and the provision for unfunded commitments.
(C)
Ratio of net charge offs to average loans by loan type in basis points.

N/M = Not Meaningful

(1)
Charge offs for the year ended December 31, 2011, include $10 million of write-downs related to installment loans transferred to held for sale.

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

The allowance for credit losses is comprised of the allowance for loan losses and the allowance for unfunded commitments. The level of the allowance for loan losses represents management’s estimate of an amount appropriate to provide for probable credit losses in the loan portfolio at the balance sheet date. The allowance for unfunded commitments is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to unfunded credit facilities (including unfunded loan commitments and letters of credit) and is included in accrued expenses and other liabilities on the consolidated balance sheets.
To assess the appropriateness of the allowance for loan losses, an allocation methodology is applied by the Corporation which focuses on evaluation of many factors, including but not limited to: 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

38


factors which could affect potential credit losses. Assessing these factors involves significant judgment. Because each of the criteria used is subject to change, the allowance for loan losses is not necessarily indicative of the trend of future loan losses in any particular category. Therefore, management considers the allowance for loan losses a critical accounting policy — see section “Critical Accounting Policies.” See section, “Nonaccrual Loans, Potential Problem Loans, and Other Real Estate Owned,” for a detailed discussion on asset quality. See also management’s allowance for loan losses accounting policy in Note 1, “Summary of Significant Accounting Policies,” and see Note 4, “Loans,” of the notes to consolidated financial statements for additional allowance for loan losses disclosures. Table 7 provides information on loan growth and composition, Tables 10 and 11 provide additional information regarding activity in the allowance for loan losses, and Table 12 provides additional information regarding nonperforming assets.
At December 31, 2015 , the allowance for credit losses was $299 million , compared to $291 million at December 31, 2014 . At December 31, 2015 , the allowance for loan losses to total loans was 1.47% and covered 154% of nonaccrual loans, compared to 1.51% and 150% , respectively, at December 31, 2014 . Management believes the level of allowance for loan losses to be appropriate at December 31, 2015 and December 31, 2014 .
TABLE 11: Allocation of the Allowance for Loan Losses
 
 
As of December 31,
 
 
2015
 
 
 
2014
 
 
 
2013
 
 
 
2012
 
 
 
2011
 
 

 
 
($ in Thousands)
Allowance allocation:
 
 
 
(A)

 
 
 
(A)

 
 
 
(A)

 
 
 
(A)

 
 
 
(A)

Commercial and industrial
 
$
128,994

 
2.10
%
 
$
116,025

 
1.96
%
 
$
104,501

 
2.17
%
 
$
97,852

 
2.17
%
 
$
124,374

 
3.34
%
Commercial real estate — owner occupied
 
18,680

 
2.03

 
16,510

 
1.64

 
19,476

 
1.75

 
27,389

 
2.25

 
36,200

 
3.33

Lease financing
 
965

 
2.23

 
1,610

 
3.12

 
1,607

 
2.90

 
3,024

 
4.71

 
2,567

 
4.41

Commercial and business lending
 
148,639

 
2.09

 
134,145

 
1.93

 
125,584

 
2.10

 
128,265

 
2.22

 
163,141

 
3.35

Commercial real estate — investor
 
43,018

 
1.33

 
46,333

 
1.52

 
58,156

 
1.98

 
63,181

 
2.17

 
86,689

 
3.38

Real estate construction
 
25,266

 
2.17

 
20,999

 
2.08

 
23,418

 
2.61

 
20,741

 
3.16

 
21,327

 
3.65

Commercial real estate lending
 
68,284

 
1.55

 
67,332

 
1.66

 
81,574

 
2.13

 
83,922

 
2.36

 
108,016

 
3.43

Total commercial
 
216,923

 
1.89

 
201,477

 
1.83

 
207,158

 
2.11

 
212,187

 
2.27

 
271,157

 
3.38

Home equity
 
23,555

 
2.34

 
26,464

 
2.52

 
27,932

 
2.58

 
42,062

 
3.49

 
54,148

 
3.87

Installment and credit cards
 
5,525

 
1.32

 
6,435

 
1.42

 
2,416

 
0.59

 
4,299

 
0.92

 
6,623

 
1.19

Residential mortgage
 
28,261

 
0.49

 
31,926

 
0.63

 
30,809

 
0.67

 
38,861

 
0.89

 
46,223

 
1.14

Total consumer
 
57,341

 
0.80

 
64,825

 
0.99

 
61,157

 
1.01

 
85,222

 
1.41

 
106,994

 
1.78

Total allowance for loan losses
 
$
274,264

 
1.47
%
 
$
266,302

 
1.51
%
 
$
268,315

 
1.69
%
 
$
297,409

 
1.93
%
 
$
378,151

 
2.70
%
(A)
Allowance for loan losses category as a percentage of total loans by category.
The methodology used for the allocation of the allowance for loan losses at December 31, 2015 , 2014 , and 2013 was generally comparable, whereby the Corporation segregated its loss factors (used for both criticized and non-criticized loans) into a component primarily based on historical loss rates and a component primarily based on other qualitative factors that are probable to affect loan collectability. The Corporation’s allowance for loan losses methodology considers an estimate of the historical loss emergence period (which is the period of time between the event that triggers a loss and the confirmation and / or charge off of that loss), probability of default, and loss given default for each loan portfolio segment. During 2014, this methodology was enhanced by estimating the loss emergence period using a more granular segmentation approach and by adjusting the multi-year probability of default based on an analysis of the historical portfolio default mix. The impact of this enhancement was not significant. 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

39


historical loss levels or other risks. Lastly, management allocates 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. The total allowance is available to absorb losses from any segment of the loan portfolio. The allocation of the Corporation’s allowance for loan losses for the last five years is shown in Table 11.
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 do not inherently create more risk, but can create wider fluctuations in net charge offs and asset quality measures. 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.

40


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 12 provides detailed information regarding nonperforming assets, which include nonaccrual loans and other real estate owned.
TABLE 12: Delinquent (Past Due) Loans, Potential Problem Loans, Nonperforming Assets, and Other Real Estate Owned
 
Years Ended December 31,
 
2015
 
2014
 
2013
 
2012
 
2011
 
($ in Thousands)
Nonperforming assets by type:
 
Commercial and industrial
$
91,941

 
$
49,663

 
$
37,719

 
$
39,182

 
$
56,075

Commercial real estate — owner occupied
8,049

 
25,825

 
29,664

 
24,254

 
35,718

Lease financing
1,634

 
1,801

 
69

 
3,031

 
10,644

Commercial and business lending
101,624

 
77,289

 
67,452

 
66,467

 
102,437

Commercial real estate — investor
8,643

 
22,685

 
37,596

 
58,687

 
99,352

Real estate construction
940

 
5,399

 
6,467

 
27,302

 
41,806

Commercial real estate lending
9,583

 
28,084

 
44,063

 
85,989

 
141,158

Total commercial
111,207

 
105,373

 
111,515

 
152,456

 
243,595

Home equity revolving lines of credit
9,917

 
9,853

 
11,883

 
20,446

 
27,239

Home equity loans junior liens
5,327

 
6,598

 
7,149

 
10,052

 
12,216

Home equity
15,244

 
16,451

 
19,032

 
30,498

 
39,455

Installment and credit cards
325

 
613

 
1,114

 
1,838

 
2,715

Residential mortgage
51,482

 
54,976

 
53,767

 
68,076

 
71,007

Total consumer
67,051

 
72,040

 
73,913

 
100,412

 
113,177

Total nonaccrual loans (“NALs”)
178,258

 
177,413

 
185,428

 
252,868

 
356,772

Commercial real estate owned
7,942

 
11,699

 
8,359

 
16,664

 
24,795

Residential real estate owned
4,768

 
4,111

 
5,217

 
12,748

 
13,285

Bank properties real estate owned
1,859

 
922

 
4,542

 
5,488

 
3,491

Other real estate owned (“OREO”)
14,569

 
16,732

 
18,118

 
34,900

 
41,571

Total nonperforming assets (“NPAs”)
$
192,827

 
$
194,145

 
$
203,546

 
$
287,768

 
$
398,343

Commercial real estate-investor & Real estate construction nonaccrual loans detail:
 
 
 
 
 
 
 
 
 
Farmland
$
—

 
$
—

 
$
—

 
$
803

 
$
1,907

Multi-family
2

 
2,478

 
3,782

 
9,328

 
7,909

Non-owner occupied
8,641

 
20,207

 
33,814

 
48,556

 
89,536

Commercial real estate — investor
$
8,643

 
$
22,685

 
$
37,596

 
$
58,687

 
$
99,352

1-4 family construction
$
314

 
$
1,262

 
$
1,915

 
$
16,639

 
$
21,717

All other construction
626

 
4,137

 
4,552

 
10,663

 
20,089

Real estate construction
$
940

 
$
5,399

 
$
6,467

 
$
27,302

 
$
41,806

Accruing loans past due 90 days or more:
 
 
 
 
 
 
 
 
 
Commercial
$
249

 
$
254

 
$
1,199

 
$
1,036

 
$
4,236

Consumer
1,399

 
1,369

 
1,151

 
1,253

 
689

Total accruing loans past due 90 days or more
$
1,648

 
$
1,623

 
$
2,350

 
$
2,289

 
$
4,925

Restructured loans (accruing):
 
 
 
 
 
 
 
 
 
Commercial
$
59,595

 
$
68,200

 
$
94,265

 
$
88,182

 
$
85,084

Consumer
27,768

 
30,016

 
29,720

 
32,905

 
28,080

Total restructured loans (accruing)
$
87,363

 
$
98,216

 
$
123,985

 
$
121,087

 
$
113,164

Nonaccrual restructured loans (included in nonaccrual loans)
$
37,684

 
$
57,656

 
$
59,585

 
$
80,590

 
$
87,493

Ratios at year end:
 
 
 
 
 
 
 
 
 
Nonaccrual loans to total loans
0.95
%
 
1.01
%
 
1.17
%
 
1.64
%
 
2.54
%
NPAs to total loans plus OREO
1.03
%
 
1.10
%
 
1.28
%
 
1.86
%
 
2.83
%
NPAs to total assets
0.70
%
 
0.72
%
 
0.84
%
 
1.23
%
 
1.82
%
Allowance for loan losses to nonaccrual loans
154
%
 
150
%
 
145
%
 
118
%
 
106
%




41


TABLE 12: Delinquent (Past Due) Loans, Potential Problem Loans, Nonperforming Assets, and Other Real Estate Owned (continued)
 
Years Ended December 31,
 
2015
 
2014
 
2013
 
2012
 
2011
 
($ in Thousands)
Accruing loans 30-89 days past due by type:
 
 
 
Commercial and industrial
$
1,011

 
$
14,747

 
$
6,826

 
$
11,339

 
$
8,743

Commercial real estate — owner occupied
7,142

 
10,628

 
3,106

 
11,053

 
7,092

Lease financing
—

 
—

 
—

 
12

 
104

Commercial and business lending
8,153

 
25,375

 
9,932

 
22,404

 
15,939

Commercial real estate — investor
291

 
1,208

 
23,215

 
13,472

 
4,970

Real estate construction
296

 
984

 
1,954

 
3,155

 
996

Commercial real estate lending
587

 
2,192

 
25,169

 
16,627

 
5,966

Total commercial
8,740

 
27,567

 
35,101

 
39,031

 
21,905

Home equity revolving lines of credit
5,559

 
6,725

 
6,728

 
7,829

 
5,059

Home equity loans junior liens
2,360

 
2,058

 
2,842

 
4,252

 
4,240

Home equity
7,919

 
8,783

 
9,570

 
12,081

 
9,299

Installment and credit cards
1,870

 
1,932

 
1,150

 
2,109

 
2,592

Residential mortgage
4,930

 
4,846

 
7,228

 
10,860

 
10,114

Total consumer
14,719

 
15,561

 
17,948

 
25,050

 
22,005

Total accruing loans 30-89 days past due
$
23,459

 
$
43,128

 
$
53,049

 
$
64,081

 
$
43,910

Commercial real estate-investor & Real estate construction accruing loans 30-89 days past due detail:
 
 
 
 
 
 
 
 
 
Farmland
$
—

 
$
—

 
$
—

 
$
101

 
$
—

Multi-family
108

 
687

 
14,755

 
1,901

 
407

Non-owner occupied
183

 
521

 
8,460

 
11,470

 
4,563

Commercial real estate — investor
$
291

 
$
1,208

 
$
23,215

 
$
13,472

 
$
4,970

1-4 family construction
$
27

 
$
527

 
$
987

 
$
503

 
$
475

All other construction
269

 
457

 
967

 
2,652

 
521

Real estate construction
$
296

 
$
984

 
$
1,954

 
$
3,155

 
$
996

Potential problem loans by type:
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
230,680

 
$
108,522

 
$
113,669

 
$
128,434

 
$
153,306

Commercial real estate — owner occupied
35,706

 
48,695

 
56,789

 
99,592

 
136,366

Lease financing
2,450

 
2,709

 
1,784

 
264

 
158

Commercial and business lending
268,836

 
159,926

 
172,242

 
228,290

 
289,830

Commercial real estate — investor
25,944

 
24,043

 
52,429

 
107,068

 
230,206

Real estate construction
3,919

 
1,776

 
5,263

 
13,092

 
27,649

Commercial real estate lending
29,863

 
25,819

 
57,692

 
120,160

 
257,855

Total commercial
298,699

 
185,745

 
229,934

 
348,450

 
547,685

Home equity revolving lines of credit
48

 
204

 
303

 
520

 
1,291

Home equity loans junior liens
174

 
676

 
1,810

 
3,150

 
4,160

Home equity
222

 
880

 
2,113

 
3,670

 
5,451

Installment and credit cards
—

 
2

 
50

 
111

 
233

Residential mortgage
2,796

 
3,781

 
3,312

 
8,762

 
13,037

Total consumer
3,018

 
4,663

 
5,475

 
12,543

 
18,721

Total potential problem loans
$
301,717

 
$
190,408

 
$
235,409

 
$
360,993

 
$
566,406

Nonaccrual Loans: Nonaccrual loans are considered to be one indicator of potential future loan losses. See also management’s accounting policy for nonaccrual loans in Note 1, “Summary of Significant Accounting Policies,” and Note 4, “Loans,” of the notes to consolidated financial statements for additional nonaccrual loan disclosures. The ratio of nonaccrual loans to total loans at the end of 2015 was 0.95% , as compared to 1.01% at December 31, 2014 .


42


Accruing Loans Past Due 90 Days or More: Loans past due 90 days or more but still accruing interest are classified as such where the underlying loans are both well secured (the collateral value is sufficient to cover principal and accrued interest) and are in the process of collection. Accruing loans 90 days or more past due at December 31, 2015 were relatively unchanged from December 31, 2014 .
Troubled Debt Restructurings (“Restructured Loans”): Loans are considered restructured loans if concessions have been granted to borrowers that are experiencing financial difficulty. See also management’s accounting policy for restructured loans in Note 1, “Summary of Significant Accounting Policies,” and Note 4, “Loans,” of the notes to consolidated financial statements for additional restructured loans disclosures.
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 increase in potential problem loans is primarily driven by the migration within the Oil and Gas portfolio.
Other Real Estate Owned: Other real estate owned decreased to $15 million at December 31, 2015 , compared to $17 million at December 31, 2014 . Management actively seeks to ensure properties held are monitored to minimize the Corporation’s risk of loss. See also management’s accounting policy for other real estate owned in Note 1, “Summary of Significant Accounting Policies,” of the notes to consolidated financial statements.
Foregone Loan Interest: The following table shows, for those loans accounted for on a nonaccrual basis and restructured loans for the years ended as indicated, the approximate gross interest that would have been recorded if the loans had been current in accordance with their original terms and the amount of interest income that was included in interest income for the period.
TABLE 13: Foregone Loan Interest
 
Years Ended December 31,
 
2015
 
2014
 
2013
 
($ in Thousands)
Interest income in accordance with original terms
$
11,745

 
$
14,259

 
$
16,338

Interest income recognized
(8,716
)
 
(9,384
)
 
(10,137
)
Reduction in interest income
$
3,029

 
$
4,875

 
$
6,201


43


Investment Securities Portfolio
Management of the investment securities portfolio involves the maximization of income while actively monitoring the portfolio's liquidity, market risk, quality of the investment securities, and role in the balance sheet and capital management. At the time of purchase, the Corporation classifies its investment securities purchases as available for sale or held to maturity, consistent with these objectives, including possible investment securities sales in response to changes in interest rates or prepayment risk, the need to manage liquidity or regulatory capital, and other factors. Investment securities classified as available for sale are carried at fair value in the consolidated balance sheets, while investment securities classified as held to maturity are shown at amortized cost in the consolidated balance sheets. The majority of the Corporation's investment securities are mortgage-related securities issued by the Government National Mortgage Association (“GNMA”) or government-sponsored enterprises ("GSE") such as the Federal National Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FHLMC”).
TABLE 14: Investment Securities Portfolio
 
At December 31,
 
2015
 
% of Total
 
2014
 
% of Total
 
2013
 
% of Total
 
($ in Thousands)
Investment Securities Available for sale:
 
 
 
 
 
 
 
 
 
 
 
Amortized Cost:
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
$
999

 
<1%

 
$
999

 
<1%

 
$
1,001

 
<1%

Obligations of state and political subdivisions (municipal securities)
—

 
—

 
560,839

 
10

 
653,758

 
12

Residential mortgage-related securities:
 
 
 
 
 
 
 
 
 
 
 
FNMA / FHLMC
1,388,995

 
28

 
3,534,240

 
66

 
3,813,927

 
72

GNMA
1,605,956

 
32

 
165,863

 
3

 
41,540

 
<1

Private-label
1,722

 
<1

 
2,297

 
<1

 
3,035

 
<1

GNMA commercial mortgage-related securities
1,982,477

 
40

 
1,097,913

 
20

 
673,555

 
13

Asset-backed securities
—

 
—

 
—

 
—

 
23,049

 
<1

Other securities (debt and equity)
4,718

 
<1

 
6,108

 
<1

 
60,711

 
1

Total amortized cost
$
4,984,867

 
100
%
 
$
5,368,259

 
100
%
 
$
5,270,576

 
100
%
Fair Value:
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
$
997

 
<1%

 
$
998

 
<1%

 
$
1,002

 
<1%

Municipal securities
—

 
—

 
582,679

 
11

 
676,080

 
13

Residential mortgage-related securities:
 
 
 
 
 
 
 
 
 
 
 
FNMA / FHLMC
1,414,626

 
28

 
3,563,457

 
66

 
3,797,534

 
72

GNMA
1,590,003

 
32

 
167,332

 
3

 
40,896

 
<1

Private-label
1,709

 
<1

 
2,294

 
<1

 
3,014

 
<1

GNMA commercial mortgage-related securities
1,955,310

 
39

 
1,073,893

 
20

 
647,477

 
12

Asset-backed securities
—

 
—

 
—

 
—

 
23,059

 
<1

Other securities (debt and equity)
4,769

 
<1

 
6,159

 
<1

 
61,523

 
1

Total fair value and carrying value
$
4,967,414

 
100
%
 
$
5,396,812

 
100
%
 
$
5,250,585

 
100
%
Net unrealized holding gains (losses)
$
(17,453
)
 
 
 
$
28,553

 
 
 
$
(19,991
)
 
 
Investment Securities Held to maturity:
 
 
 
 
 
 
 
 
 
 
 
Amortized Cost:
 
 
 
 
 
 
 
 
 
 
 
Municipal securities
$
1,043,767

 
89
%
 
$
404,455

 
100
%
 
$
175,210

 
100
%
Residential mortgage-related securities:
 
 
 
 
 
 
 
 
 
 
 
FNMA / FHLMC
41,469

 
4
%
 
—

 
—
%
 
—

 
—
%
GNMA
82,994

 
7
%
 
—

 
—
%
 
—

 
—
%
Total amortized cost and carrying value
$
1,168,230

 
100
%
 
$
404,455

 
100
%
 
$
175,210

 
100
%
Fair Value:
 
 
 
 
 
 
 
 
 
 
 
Municipal securities
$
1,060,231

 
90
%
 
$
413,067

 
100
%
 
$
169,889

 
100
%
Residential mortgage-related securities:
 
 
 
 
 
 
 
 
 
 
 
FNMA / FHLMC
41,337

 
3
%
 
—

 
—
%
 
—

 
—
%
GNMA
82,874

 
7
%
 
—

 
—
%
 
—

 
—
%
Total fair value
$
1,184,442

 
100
%
 
$
413,067

 
100
%
 
$
169,889

 
100
%
Net unrealized holding gains (losses)
$
16,212

 
 
 
$
8,612

 
 
 
$
(5,321
)
 
 

44


During 2015, the Corporation restructured its investment securities portfolio and sold approximately $1.6 billion of FNMA and FHLMC mortgage-related securities and reinvested into GNMA mortgage-related securities, generating an $8 million net gain on sale. This restructuring lowered risk weighted assets and related capital requirements, while improving the liquidity of the investment portfolio.
At December 31, 2015, the Corporation’s investment securities portfolio did not contain securities of any single issuer that were payable from and secured by the same source of revenue or taxing authority where the aggregate carrying value of such securities exceeded 5% of stockholders’ equity or approximately $147 million.
The Corporation did not recognize any credit-related other-than-temporary impairment write-downs during 2015, 2014, or 2013. See Note 1, “Summary of Significant Accounting Policies,” for management's accounting policy for investment securities and Note 3, “Investment Securities,” of the notes to consolidated financial statements for additional investment securities disclosures.
The Volcker Rule prohibits insured depository institutions and their holding companies from engaging in proprietary trading except in limited circumstances, and prohibits them from owning equity interests in excess of three percent of Tier 1 Capital in private equity and hedge funds. The Volcker Rule will not have a material impact on the Corporation’s investment securities portfolio. See Part I, Item 1, “Business,” for additional information on the Volcker Rule.
Available for Sale
Residential and Commercial Mortgage-related Securities: At December 31, 2015 and 2014, residential mortgage-related securities (which include predominantly mortgage-backed securities and collateralized mortgage obligations) represented 60% and 69% , respectively of total available for sale investment securities based on fair value, while at December 31, 2015 GNMA commercial mortgage-related securities were 39% of total available for sale investment securities compared to 20% of total available for sale investment securities at December 31, 2014. The fair value of mortgage-related securities is subject to inherent risks based upon the future performance of the underlying collateral (i.e. mortgage loans) for these securities, such as prepayment risk and interest rate changes. The Corporation regularly assesses valuation and credit quality underlying these securities.
Asset-backed Securities: Asset-backed securities are largely comprised of senior, floating rate, tranches of student loan securities issued by SLM Corp and guaranteed under the Federal Family Education Loan Program.
Other Securities (Debt and Equity): At December 31, 2015 and 2014, other securities were $5 million and $6 million , respectively, and were primarily comprised of debt securities. Debt securities primarily mature within 3 years and have a rating of A.
Held to Maturity
During the fourth quarter of 2015, the Corporation reclassified approximately $400 million of municipal securities and $125 million of mortgage-related securities from available for sale to held to maturity. The reclassification of these investment securities was accounted for at fair value. Management elected to transfer these investment securities as the Corporation has the positive intent and ability to hold these investment securities to maturity, as well as to reduce the potential capital volatility from changes in fair value and to provide consistent accounting treatment for the municipal securities.
Municipal Securities: The municipal securities relate to various state and political subdivisions and school districts.
Residential Mortgage-related Securities: The residential mortgage-related securities in held to maturity were comprised of select Community Reinvestment Act mortgage-related securities.
Regulatory Stock (Federal Home Loan Bank "FHLB" and Federal Reserve System)
In addition to the available for sale and held to maturity investment securities noted above, the Corporation is also required to hold certain regulatory stock. 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. See Note 3, “Investment Securities,” of the notes to consolidated financial statements for additional information on the regulatory stock.





45


TABLE 15: Investment Securities Portfolio Maturity Distribution (1) - December 31, 2015
($ inThousands)
Amortized Cost
Fair Value
Yield (2)
Available for sale securities
 
 
 
U. S. Treasury securities:
 
 
 
Within one year
$
999

$
997

0.67
%
Total U. S. Treasury securities
$
999

$
997

0.67
%
Residential mortgage-related securities:
 
 
 
Within one year
$
44,790

$
45,215

3.48
%
After one but within five years
2,139,331

2,158,955

2.58
%
After five years but within ten years
812,552

802,168

2.08
%
Total Residential mortgage-related securities
$
2,996,673

$
3,006,338

2.46
%
GNMA commercial mortgage-related securities:
 
 
 
After one but within five years
1,494,193

1,484,377

2.01
%
After five years but within ten years
488,284

470,933

2.01
%
Total GNMA commercial mortgage-related securities
$
1,982,477

$
1,955,310

2.01
%
Other debt and equity securities:
 
 
 
Within one year
$
1,500

$
1,515

1.85
%
After one but within five years
3,200

3,200

1.88
%
Marketable equity securities
18

54

—
%
Total Other debt and equity securities
$
4,718

$
4,769

1.87
%
Total available for sale securities
$
4,984,867

$
4,967,414

2.28
%
 
 
 
 
Held to maturity securities
 
 
 
Municipal securities:
 
 
 
Within one year
$
42,841

$
26,761

3.26
%
After one but within five years
244,257

255,899

5.47
%
After five years but within ten years
253,429

261,934

4.16
%
After ten years
503,240

515,637

4.54
%
Total Municipal securities
1,043,767

1,060,231

4.61
%
Residential mortgage-related securities:
 
 
 
Within one year
$
655

$
142

3.41
%
After one but within five years
13,375

13,627

3.00
%
After five years but within ten years
21,905

21,967

2.86
%
After ten years
88,528

88,475

3.15
%
Total Residential mortgage-related securities
$
124,463

$
124,211

3.08
%
Total held to maturity securities
$
1,168,230

$
1,184,442

4.45%

(1) Expected maturities will differ from contractual maturities, as borrowers may have the right to call or repay obligations with or without call or prepayment penalties.
(2) Yields on tax-exempt securities are computed on a fully tax-equivalent basis using a tax rate of 35% and have not been adjusted for certain disallowed interest deductions.

46


ANALYSIS OF DEPOSITS AND FUNDING
Deposits and Customer Funding
The following table summarizes the composition of our deposits and customer funding at December 31, 2015 and 2014 .
TABLE 16: Period End Deposit and Customer Funding Composition
($ in Thousands)
2015
2014
Noninterest-bearing demand
$
5,562,466

$
4,505,272

Savings
1,334,420

1,235,277

Interest-bearing demand
3,445,000

3,126,854

Money market
9,102,977

8,324,646

Brokered CDs
42,443

42,556

Other time
1,520,359

1,528,899

Total deposits
21,007,665

18,763,504

Customer repo sweeps
383,568

384,221

Total deposits and customer funding
$
21,391,233

$
19,147,725

Network transaction deposits included above in interest-bearing demand & money market
$
3,174,911

$
2,852,943

Brokered CDs
42,443

42,556

Total network and brokered funding
3,217,354

2,895,499

Net customer deposits and funding (1)
$
18,173,879

$
16,252,226

(1) Total deposits and customer funding excluding total network and brokered funding.
 
 
•
Non-maturity deposit accounts, comprised of savings, money market, and demand (both interest and non-interest bearing demand) accounts accounted for 93% of our total deposits at December 31, 2015.
•
Included in the above amounts were $3.2 billion of network deposits, primarily sourced from other financial institutions and intermediaries. At year-end these represented 15% of our deposits at December 31, 2015.
TABLE 17: Maturity Distribution-Certificates of Deposit and Other Time Deposits of $100,000 or More
 
December 31, 2015
 
Certificates
of Deposit
 
Other
Time Deposits
 
Total Certificates
of Deposits and Other
Time Deposits
 
($ in Thousands)
Three months or less
$
102,348

 
$
12,954

 
$
115,302

Over three months through six months
41,169

 
13,963

 
55,132

Over six months through twelve months
46,851

 
30,623

 
77,474

Over twelve months
185,332

 
32,710

 
218,042

Total
$
375,700

 
$
90,250

 
$
465,950

Deposits are the Corporation’s largest source of funds. According to the FDIC 2015 U.S. Bank Branch Summary of Deposits Data, Associated Bank was the fastest growing bank operating in Wisconsin for the year ended June 30, 2015, based on deposit market share. Selected period-end deposit information is detailed in Note 7 , “Deposits,” of the notes to consolidated financial statements, including a maturity distribution of all time deposits at December 31, 2015 . See Table 2 for additional information on average deposit balances and deposit rates.

47


Other Funding Sources
Short-term funding: Short-term funding is comprised primarily of short-term FHLB advances; securities sold under agreements to repurchase; Federal funds purchased and commercial paper. Many short-term funding sources, particularly Federal funds purchased and securities sold under agreements to repurchase, are expected to be reissued and, therefore, do not represent an immediate need for cash. See Note 8, “Short-term Funding” of the notes to consolidated financial statements for additional information on short-term funding. See Table 2, “Average Balances and Interest Rates” for additional information on average funding and rates.
•
Short-term funding sources at December 31, 2015 were approximately $834 million, a decrease of $234 million from December 31, 2014. The decrease in short-term funding was primarily due to decreases in FHLB advances and federal funds purchased.
Long-term funding: Long-term funding is comprised primarily of long-term FHLB advances, senior notes and subordinated notes. See Note 9, “Long-term Funding,” of the notes to consolidated financial statements for additional information on long-term funding. See Table 2, “Average Balances and Interest Rates” for additional information on average funding and rates.
•
Long-term funding at December 31, 2015, was approximately $2.7 billion, a decrease of $1.3 billion from December 31, 2014 which was attributable to early payoffs of FHLB advances.
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 become 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 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. In addition to the dynamic scenario analysis, the Corporation’s internal liquidity management framework includes static measures 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 in credit ratings could have an adverse impact on the Corporation’s ability to access wholesale funding. At December 31, 2015 , the Corporation was in compliance with its internal liquidity objectives.
Credit ratings relate to the Corporation’s ability to issue debt securities and the cost to borrow money, and should not be viewed as an indication of future stock performance or a recommendation to buy, sell, or hold securities. Among other factors, the credit ratings are based on financial strength, credit quality and concentrations in the loan portfolio, the level and volatility of earnings, capital adequacy, the quality of management, the liquidity of the balance sheet, the availability of a significant base of core deposits, 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 credit ratings of the Parent Company and the Bank at December 31, 2015 are displayed below.
TABLE 18: Credit Ratings
 
Moody’s
 
S&P*
Bank short-term deposits
P1
  
-
Bank long-term
A1
  
BBB+
Corporation short-term
P2
  
-
Corporation long-term
Baa1
  
BBB
Outlook
Stable
  
Stable
* - Standard and Poor's
 
 
 
The Corporation has multiple available funding sources that could be used to manage its liquidity and provide additional financial flexibility. The Parent Company has filed a shelf registration with the SEC under which the Parent Company may, from time to time, offer shares of the Corporation’s common stock in connection with acquisitions of businesses, assets or securities of other companies. The Parent Company also has filed a universal shelf registration statement with the SEC, under which the Parent

48


Company may offer securities, either separately or in units: debt securities, preferred stock, depositary shares, common stock, and warrants. The Parent Company has a $200 million commercial paper program, of which $68 million was outstanding at December 31, 2015 . In addition, the Parent Company called $430 million of senior notes for redemption in February 2016. This redemption was prefunded through the November 2014 issuance of $500 million of senior and subordinated notes.
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 $205 million during 2015 from subsidiaries. See Note 19, “Regulatory Matters,” for additional information on regulatory requirements for the Bank.

The Bank has established federal funds lines with counterparty banks and has the ability to borrow from the Federal Home Loan Bank of Chicago ($2.1 billion of Federal Home Loan Bank advances were outstanding at December 31, 2015 ). The Bank also has significant excess loan and investment securities collateral to secure additional funding. 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 December 31, 2015 , the majority of the investment securities are classified as available for sale, with the exception of municipal securities and certain residential mortgage-related securities which are classified as held to maturity. Of the $6.1 billion investment securities portfolio at December 31, 2015 , a portion of these securities were pledged to secure collateralized deposits and repurchase agreements and for other purposes as required or permitted by law. The majority of the remaining investment securities of $2.9 billion could be pledged or sold to enhance liquidity, if necessary.

As reflected in Table 21, the Corporation has various financial obligations, including contractual obligations and other commitments, which may require future cash payments. The time deposits with shorter maturities could imply near-term liquidity risk if such deposit balances do not rollover at maturity into new time or non-time deposits at the Corporation. Many short-term borrowings, also shown in Table 21, particularly Federal funds purchased and securities sold under agreements to repurchase, can be reissued and, therefore, do not represent an immediate need for cash. See additional discussion in sections, “Net Interest Income,” “Investment Securities Portfolio,” and “Interest Rate Risk,” and in Note 3, “Investment Securities,” of the notes to consolidated financial statements. As a financial services provider, the Corporation routinely enters into commitments to extend credit. While contractual obligations represent future cash requirements of the Corporation, a significant portion of commitments to extend credit may expire without being drawn upon.
For the year ended December 31, 2015 , net cash provided by operating and financing activities was $302 million and $674 million , respectively, while investing activities used net cash of $1.5 billion , for a net decrease in cash and cash equivalents of $558 million since year-end 2014. Generally, during 2015, net assets increased to $27.7 billion (up $893 million or 3%) compared to year-end 2014, primarily due to a $1.1 billion increase in loans and a $334 million increase in investment securities. On the funding side, deposits increased $2.2 billion while short-term and long-term funding decreased $234 million and $1.3 billion, respectively.
For the year ended December 31, 2014 , net cash provided by operating and financing activities was $200 million and $2.3 billion , respectively, while investing activities used net cash of $2.1 billion , for a net increase in cash and cash equivalents of $430 million since year-end 2013. Generally, during 2014, net assets increased to $26.8 billion (up $2.6 billion or 11%) compared to year-end 2013, primarily due to a $1.7 billion increase in loans and a $375 million increase in investment securities. On the funding side, deposits increased $1.5 billion and short-term and long-term funding increased $327 million and $843 million, respectively.
Quantitative and Qualitative Disclosures about Market Risk
Market risk and interest rate risk are managed centrally. Market risk is the potential for loss arising from adverse changes in the fair value of fixed income securities, equity securities, other earning assets and derivative financial instruments as a result of changes in interest rates or other factors. Interest rate risk is the potential for reduced net interest income resulting from adverse changes in the level of interest rates. As a financial institution that engages in transactions involving an array of financial products, the Corporation is exposed to both market risk and interest rate risk. In addition to market risk, interest rate risk is measured and managed through a number of methods. The Corporation uses financial modeling simulation techniques that measure the sensitivity of future earnings due to changing rate environments to measure interest rate risk.
Policies established by the Corporation’s Asset / Liability Committee (“ALCO”) and approved by the Board of Directors are intended to limit these risks. The Board has delegated day-to-day responsibility for managing market and interest rate risk to ALCO. The primary objectives of market risk management is to minimize any adverse effect that changes in market risk factors may have on net interest income and to offset the risk of price changes for certain assets recorded at fair value.

49


Interest Rate Risk
The primary goal of interest rate risk management is to control exposure to interest rate risk, within policy limits approved by the Board of Directors. These limits and guidelines reflect our risk appetite for interest rate risk over both short-term and long-term horizons. No limit breaches occurred during 2015.
The major sources of our non-trading interest rate risk are timing differences in the maturity and re-pricing characteristics of assets and liabilities, changes in the shape of the yield curve, and the potential exercise of explicit or embedded options. We measure these risks and their impact by identifying and quantifying exposures through the use of sophisticated simulation and valuation models, which, as described in additional detail below, are employed by management to understand net interest income (NII) at risk, interest rate sensitive earnings at risk (EAR), and market value of equity (MVE) at risk. These measures show that our interest rate risk profile was asset sensitive at December 31, 2015, a slight decline from the prior year.
MVE and EAR are complementary interest rate risk metrics and should be viewed together. Net interest income and EAR sensitivity capture asset and liability re-pricing mismatches for the first year inclusive of forecast balance sheet changes and are considered shorter term measures, while MVE sensitivity captures mismatches within the period end balance sheets through the financial instruments’ respective maturities and is considered a longer term measure.
A positive NII and EAR sensitivity in a rising rate environment indicates that over the forecast horizon of one year, asset based income will increase more quickly than liability based expense due to the balance sheet composition. A negative MVE sensitivity in a rising rate environment indicates that the value of financial assets will decrease more than the value of financial liabilities.
One of the primary methods that we use to quantify and manage interest rate risk is simulation analysis, which we use to model net interest income and rate sensitive noninterest items from the Corporation’s balance sheet and derivative positions under various interest rate scenarios. As the future path of interest rates is not known with certainty, we use simulation analysis to project rate sensitive income under many scenarios including implied forward and deliberately extreme and perhaps unlikely scenarios. The analyses may include rapid and gradual ramping of interest rates, rate shocks, basis risk analysis, and yield curve twists. Specific balance sheet management strategies are also analyzed to determine their impact on NII and EAR.
Key assumptions in the simulation analysis (and in the valuation analysis discussed below) relate to the behavior of interest rates and pricing spreads, the changes in product balances, and the behavior of loan and deposit clients in different rate environments. This analysis incorporates several assumptions, the most material of which relate to the re-pricing characteristics and balance fluctuations of deposits with indeterminate or non-contractual maturities, and prepayment of loans and securities.
The sensitivity analysis included below is measured as a percentage change in NII and EAR due to instantaneous moves in benchmark interest rates from a baseline scenario. Estimated changes set forth below are dependent upon material assumptions such as those previously discussed. We evaluate the sensitivity using: 1) a dynamic forecast incorporating expected growth in the balance sheet, and 2) a static forecast where the current balance sheet is held constant.
TABLE 19: Estimated % Change in Net Interest Income Over 12 Months
 
Estimated % Change in Rate Sensitive Earnings at Risk (EAR) Over 12 Months
 
Dynamic Forecast
December 31, 2015
 
Static Forecast
December 31, 2015
 
Dynamic Forecast
December 31, 2014
 
Static Forecast
December 31, 2014
Instantaneous Rate Change
 
 
 
 
 
 
 
100 bp increase in interest rates
1.6
%
 
2.1
%
 
1.6
%
 
2.8
%
200 bp increase in interest rates
3.0
%
 
4.4
%
 
3.4
%
 
5.3
%
We also perform valuation analysis, which we use for discerning levels of risk present in the balance sheet and derivative positions that might not be taken into account in the NII simulation analysis. Whereas NII and EAR simulation highlights exposures over a relatively short time horizon, valuation analysis incorporates all cash flows over the estimated remaining life of all balance sheet and derivative positions. The valuation of the balance sheet, at a point in time, is defined as the discounted present value of all asset cash flows and derivative cash flows minus the discounted present value of all liability cash flows, the net of which is referred to as MVE. The sensitivity of MVE to changes in the level of interest rates is a measure of the longer-term re-pricing risk and options risk embedded in the balance sheet. Similar to the net interest income simulation, MVE uses instantaneous changes in rates. However, MVE values only the current balance sheet and does not incorporate the growth assumptions that are used in the NII and EAR simulations. As with NII and EAR simulations, assumptions about the timing and variability of balance sheet cash flows are critical in the MVE analysis. Particularly important are the assumptions driving prepayments and the expected changes in balances and pricing of the indeterminate deposit portfolios. At December 31, 2015, the MVE profile indicates a decline in net

50


balance sheet value due to instantaneous upward changes in rates. MVE sensitivity is reported in both upward and downward rate shocks.

TABLE 20: Market Value of Equity Sensitivity
 
December 31, 2015
 
December 31, 2014
Instantaneous Rate Change
 
 
 
100 bp increase in interest rates
(1.7
)%
 
(1.0
)%
200 bp increase in interest rates
(3.7
)%
 
(2.5
)%
The slight decrease in MVE sensitivity from December 31, 2014 was primarily attributable to being closer to the planned redemption date of $430 million of senior notes in February 2016. While an instantaneous and severe shift in interest rates was used in this analysis to provide an estimate of exposure under an extremely adverse scenario, we believe that a gradual shift in interest rates would have a much more modest impact. Since MVE measures the discounted present value of cash flows over the estimated lives of instruments, the change in MVE does not directly correlate to the degree that earnings would be impacted over a shorter time horizon (i.e., the current year). Further, MVE does not take into account factors such as future balance sheet growth, changes in product mix, changes in yield curve relationships, and changing product spreads that could mitigate the adverse impact of changes in interest rates.

The above NII, EAR, and MVE measures do not include all actions that management may undertake to manage this risk in response to anticipated changes in interest rates.

Credit Risk
An active credit risk management process is used for commercial loans to ensure that sound and consistent credit decisions are made. Credit risk is controlled by detailed underwriting procedures, comprehensive loan administration, and periodic review of borrowers’ outstanding loans and commitments. Borrower relationships are formally reviewed and graded on an ongoing basis for early identification of potential problems. Further analyses by customer, industry, and geographic location are performed to monitor trends, financial performance, and concentrations.
Factors that are important to managing overall credit quality are sound loan underwriting and administration, systematic monitoring of existing loans and commitments, effective loan review on an ongoing basis, early identification of potential problems, and appropriate allowance for loan losses, allowance for unfunded commitments, nonaccrual and charge off policies.
Commercial and business lending: The commercial and business lending classification primarily includes commercial loans to large corporations, middle market companies and small businesses. The credit risk related to commercial loans is largely influenced by general economic conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral, if any.
Commercial real estate lending: Commercial real estate lending primarily includes commercial-based loans to investors that are secured by commercial income properties or multi-family projects. Commercial real estate loans are typically intermediate to long-term financings. Loans of this type are mainly secured by commercial income properties or multi-family projects. Credit risk is managed in a similar manner to commercial and business lending by employing sound underwriting guidelines, lending primarily to borrowers in local markets and businesses, periodically evaluating the underlying collateral, and formally reviewing the borrower’s financial soundness and relationship on an ongoing basis.
Real estate construction: Real estate construction loans are primarily short-term or interim loans that provide financing for the acquisition or development of commercial income properties, multi-family projects or residential development, both single family and condominium. Real estate construction loans are made to developers and project managers who are generally well known to the Corporation and have prior successful project experience. The credit risk associated with real estate construction loans is generally confined to specific geographic areas but is also influenced by general economic conditions. The Corporation controls the credit risk on these types of loans by making loans in familiar markets to developers, reviewing the merits of individual projects, controlling loan structure, and monitoring project progress and construction advances.
The Corporation’s current lending standards for commercial real estate and real estate construction lending are determined by property type and specifically address many criteria, including: maximum loan amounts, maximum loan-to-value (“LTV”), requirements for pre-leasing and / or presales, minimum borrower equity, and maximum loan to cost. Currently, the maximum standard for LTV is 80%, with lower limits established for certain higher risk types, such as raw land which has a 50% LTV maximum. The Corporation’s LTV guidelines are in compliance with regulatory supervisory limits. In most cases, for real estate

51


construction loans, the loan amounts include interest reserves, which are built into the loans and sized to fund loan payments through construction and lease up and / or sell out.
Residential mortgage: Residential mortgage loans are primarily first lien home mortgages with a maximum loan to collateral value without credit enhancement (e.g. private mortgage insurance) of 80%. As part of management’s historical practice of originating and servicing residential mortgage loans, generally the Corporation’s 30-year, fixed-rate residential real estate mortgage loans are sold in the secondary market with servicing rights retained. The majority of the on balance sheet residential mortgage portfolio consists of hybrid, adjustable rate mortgage loans with initial fixed rate terms of 3, 5, 7, or 10 years. The Corporation may also retain a portion of its 15-year and under, fixed-rate residential real estate mortgages in its loan portfolio.
The Corporation’s underwriting and risk-based pricing guidelines for residential mortgage loans include minimum borrower FICO and maximum LTV of the property securing the loan. Residential mortgage products generally are underwritten using FHLMC and FNMA secondary marketing guidelines.
Home equity: Home equity consists of both home equity lines of credit and closed-end home equity loans, approximately 21% are first lien positions. The Corporation’s credit risk monitoring guidelines for home equity is based on an ongoing review of loan delinquency status, as well as a quarterly review of FICO score deterioration and property devaluation. The Corporation does not routinely obtain appraisals on performing loans to update LTV ratios after origination; however, the Corporation monitors the local housing markets by reviewing the various home price indices and incorporates the impact of the changing market conditions in its ongoing credit monitoring process. For junior lien home equity loans, the Corporation is unable to track the performance of the first lien loan if it does not own or service the first lien loan. However, the Corporation obtains a refreshed FICO score on a quarterly basis and monitors this as part of its assessment of the home equity portfolio.
The Corporation’s underwriting and risk-based pricing guidelines for home equity lines and loans consist of a combination of both borrower FICO and the original LTV of the property securing the loan. Currently, for home equity products, the maximum acceptable LTV is 90% for customers with FICO scores exceeding 700. Home equity loans generally have a 20 year term and are fixed rate with principal and interest payments required, while home equity lines are generally tied to floating rate indices.
Installment and credit cards: Installment and credit cards consist of student loans, as well as short-term and other personal installment loans and credit cards. Credit risk for non-government guaranteed student, short-term and personal installment loans and credit cards is 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 of these smaller retail loans. Credit risk is primarily controlled by reviewing the creditworthiness of the borrowers, monitoring payment histories, and taking appropriate collateral and guarantee positions. The student loan portfolio is in run-off and no new student loans are being originated.
Contractual Obligations, Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities
TABLE 21: Contractual Obligations and Other Commitments
December 31, 2015
Note
Reference
 
One Year
or Less
 
One to
Three Years
 
Three to
Five Years
 
Over
Five Years
 
Total
 
($ in Thousands)
Time deposits
7

 
$
885,249

 
$
399,712

 
$
274,183

 
$
3,658

 
$
1,562,802

Short-term funding
8

 
834,416

 
—

 
—

 
—

 
834,416

Long-term funding
9

 
430,317

 
1,500,027

 
499,789

 
249,217

 
2,679,350

Operating leases
6

 
10,417

 
18,635

 
15,931

 
17,968

 
62,951

Commitments to extend credit
16

 
3,829,665

 
2,192,927

 
1,570,872

 
80,584

 
7,674,048

Total
 
 
$
5,990,064

 
$
4,111,301

 
$
2,360,775

 
$
351,427

 
$
12,813,567

Through the normal course of operations, the Corporation has entered into certain contractual obligations and other commitments, including but not limited to those most usually related to funding of operations through deposits or funding, commitments to extend credit, derivative contracts to assist management of interest rate exposure, and to a lesser degree leases for premises and equipment. Table 21 summarizes significant contractual obligations and other commitments at December 31, 2015 , at those amounts contractually due to the recipient, including any unamortized premiums or discounts, hedge basis adjustments, or other similar carrying value adjustments. Further discussion of the nature of each obligation is included in the referenced note to the consolidated financial statements.
The Corporation also has obligations under its retirement plans as described in Note 12, “Retirement Plans,” of the notes to consolidated financial statements.

52


As of December 31, 2015 , the net liability for uncertainty in income taxes, including associated interest and penalties, was $7 million . This liability represents an estimate of tax positions that the Corporation has taken in its tax returns which may ultimately not be sustained upon examination by the tax authorities. Since the ultimate amount and timing of any future cash settlements cannot be predicted with reasonable certainty, this estimated liability has been excluded from Table 21. See Note 13, “Income Taxes,” of the notes to consolidated financial statements for additional information and disclosure related to uncertainty in income taxes.
The Corporation may have a variety of financial transactions that, under generally accepted accounting principles, are either not recorded on the balance sheet or are recorded on the balance sheet in amounts that differ from the full contract or notional amounts.
The Corporation routinely enters into lending-related commitments, including commitments to extend credit, interest rate lock commitments to originate residential mortgage loans held for sale (discussed further below), commercial letters of credit, and standby letters of credit. See Note 16, “Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities,” of the notes to consolidated financial statements for further information on lending-related commitments.
The Corporation’s derivative financial instruments, under which the Corporation is required to either receive cash from or pay cash to counterparties depending on changes in interest rates applied to notional amounts, are carried at fair value on the consolidated balance sheets. Because neither the derivative assets and liabilities, nor their notional amounts, represent the amounts that may ultimately be paid under these contracts, they are not included in Table 21. For further information and discussion of derivative contracts, see section “Interest Rate Risk,” and Note 1, “Summary of Significant Accounting Policies,” and Note 14, “Derivative and Hedging Activities,” of the notes to consolidated financial statements.
The Corporation sells residential mortgage loans to investors in the normal course of business. Residential mortgage loans sold to others are predominantly conventional residential first lien mortgages originated under our usual underwriting procedures, and are most often sold on a nonrecourse basis primarily to the GSEs. See Note 16, “Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities,” of the notes to consolidated financial statements for additional information on residential mortgage loans sold.
The Corporation has principal investment commitments to provide capital-based financing to private and public companies and also invests in low-income housing, and various credit projects. See Note 16, “Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities,” of the notes to consolidated financial statements for additional information on these investments. The Volcker Rule prohibits insured depository institutions and their holding companies from engaging in proprietary trading except in limited circumstances, and prohibits them from owning equity interests in excess of three percent of Tier 1 Capital in private equity and hedge funds. Complying with the Volcker Rule is not expected to have a material impact on the Corporation. See Part I, Item 1, “Business,” for additional information on the Volcker Rule.

53


Capital
TABLE 22: Capital
 
At or for the Year Ended December 31,
 
2015
 
2014
 
2013
 
(In Thousands, except per share data)
Total stockholders’ equity
$
2,937,246

 
$
2,800,251

 
$
2,891,290

Tangible stockholders’ equity (1)
1,951,944

 
1,863,646

 
1,950,938

Tier 1 capital (2)
2,016,861

 
1,868,059

 
1,975,182

Common equity Tier 1 (2)
1,897,944

 
1,808,332

 
1,913,320

Tangible common equity (1)
1,830,565

 
1,803,919

 
1,889,076

Total risk-based capital (2)
2,515,861

 
2,350,898

 
2,184,884

Tangible assets (1)
26,729,719

 
25,885,169

 
23,286,568

Risk weighted assets (2)
19,929,963

 
18,567,646

 
16,694,148

Market capitalization
2,835,731

 
2,786,303

 
2,829,640

Book value per common share
$18.62
 
$18.32
 
$17.40
Tangible book value per common share
12.10

 
12.06

 
11.62

Cash dividends per common share
0.41

 
0.37

 
0.33

Stock price at end of period
18.75

 
18.63

 
17.40

Low closing price for the period
16.62

 
15.58

 
13.46

High closing price for the period
20.84

 
19.37

 
17.60

Total stockholders’ equity / assets
10.60
%
 
10.44
%
 
11.93
%
Tangible common equity / tangible assets (1)
6.85

 
6.97

 
8.11

Tangible stockholders’ equity / tangible assets (1)
7.30

 
7.20

 
8.38

Common equity Tier 1 / risk-weighted assets (2)
9.52

 
9.74

 
11.46

Tier 1 leverage ratio (2)
7.60

 
7.48

 
8.70

Tier 1 risk-based capital ratio (2)
10.12

 
10.06

 
11.83

Total risk-based capital ratio (2)
12.62

 
12.66

 
13.09

Return on average equity
6.50
%
 
6.63
%
 
6.52
%
Return on average tangible common equity (1)
9.97

 
9.91

 
9.73

Return on average Common equity Tier 1 (2)
9.88

 
9.92

 
9.77

Return on average assets
0.70

 
0.76

 
0.81

Dividend payout ratio (3)
34.17

 
31.62

 
30.00

Common shares outstanding (period end)
151,239

 
151,542

 
164,139

Basic common shares outstanding (average)
149,350

 
157,286

 
165,584

Diluted common shares outstanding (average)
150,603

 
158,254

 
165,802

Tangible Common Equity and Common Equity Tier 1 Reconciliation (1) (2)
 
 
 
 
 
Common equity
$
2,815,867

 
$
2,740,524

 
$
2,829,428

Goodwill and other intangible assets
(985,302
)
 
(936,605
)
 
(940,352
)
Tangible common equity
1,830,565

 
1,803,919

 
1,889,076

Accumulated other comprehensive income
32,616

 
4,850

 
24,244

Deferred tax assets/deferred tax liabilities, net
34,763

 
(437
)
 
—

Common equity Tier 1
$
1,897,944

 
$
1,808,332

 
$
1,913,320

Average Tangible Common Equity and Common Equity Tier 1 Reconciliation (1) (2)
 
 
 
 
 
Common equity
$
2,799,150

 
$
2,810,872

 
$
2,829,300

Goodwill and other intangible assets
(982,454
)
 
(938,472
)
 
(942,472
)
Tangible common equity
1,816,696

 
1,872,400

 
1,886,828

Accumulated other comprehensive income
(9,059
)
 
(1,651
)
 
(2,712
)
Deferred tax assets/deferred tax liabilities, net
25,960

 
(140
)
 
(5,745
)
Average common equity Tier 1
$
1,833,597

 
$
1,870,609

 
$
1,878,371

(1)
The ratios tangible common equity to tangible assets and tangible equity to tangible assets exclude goodwill and other intangible assets, which is a non-GAAP financial measure. These financial measures have been included as they are considered to be critical metrics with which to analyze and evaluate financial condition and capital strength. See Note 5 for additional information on goodwill, core deposit intangibles, and other intangibles.
(2)
The Federal Reserve establishes regulatory capital adequacy requirements, including well-capitalized standards for the Corporation. Prior to 2015, the regulatory capital requirements effective for the Corporation followed the Capital Accord of the Basel Committee on Banking Supervision ("Basel I"). Beginning January 1, 2015, the regulatory capital requirements effective for the Corporation follow Basel III, subject to certain transition provisions. These non-GAAP regulatory capital measurements are used by management, regulators, investors, and analysts to assess, monitor and compare the quality and composition of our capital with the capital of other financial services companies.
(3)
Ratio is based upon basic earnings per common share.

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 subsidiary were in excess of regulatory minimum requirements. The Corporation’s capital ratios are summarized in Table 22. Stockholders’ equity is also described in Note 10, “Stockholders’ Equity,” of the notes to consolidated financial statements.

54


During 2015, the Corporation repurchased $93 million, or approximately 5 million shares of common stock, at an average cost of $18.73 per share. The Corporation also repurchased $1 million, or approximately 50,000 depositary shares, each representing a 1/40th interest in a share of 8.00% Non-Cumulative Perpetual Preferred Stock, Series B, during 2015. See Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,” for information on the common stock and preferred stock repurchased during the fourth quarter of 2015. See section, "Recent Developments," for stock repurchases subsequent to December 31, 2015. The repurchase of shares will be based on market and investment opportunities, capital levels, growth prospects, and regulatory constraints. Such repurchases may occur from time to time in open market purchases, block transactions, private transactions, accelerated share repurchase programs, or similar facilities.
Basel III Capital Rules .   In July 2013, the Federal Reserve and the OCC issued final rules establishing a new comprehensive capital framework for U.S. banking organizations that would implement the Basel III capital framework and certain provisions of the Dodd-Frank Act. See Part I, Item 1, “Business,” for additional information on Basel III and the Dodd-Frank Act.
Management believes that, as of December 31, 2015, the Corporation and the Bank would meet all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis if such requirements were currently effective.
Segment Review
As discussed in Note 21, “Segment Reporting,” 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 Corporate and Commercial Specialty; Community, Consumer and Business; and Risk Management and Shared Services.
The financial information of the Corporation’s segments was compiled utilizing the accounting policies described in Note 1, “Summary of Significant Accounting Policies,” and Note 21, “Segment Reporting,” of the notes to consolidated financial statements. The management accounting policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to U.S. generally accepted accounting principles. As a result, reported segments and the financial information of the reported segments are not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in previously reported segment financial data. During 2015, certain organizational and methodology changes were made and, accordingly, 2014 and 2013 results have been restated and presented on a comparable basis.
Segment Review 2015 Compared to 2014
The Corporate and Commercial Specialty segment consists of lending and deposit solutions to larger businesses, developers, not-for-profits, municipalities, and financial institutions, and the support to deliver, fund and manage such banking solutions. The Corporate and Commercial Specialty segment had net income of $114 million in 2015 , up $13 million compared to $101 million in 2014 . Segment revenue increased $11 million to $357 million in 2015 compared to $346 million in 2014 primarily due to to growth in average loan balances, partially offset by lower spreads on loan products. The credit provision decreased $5 million in 2015 due to improvement in the loan credit quality. Average loan balances were $9.4 billion for 2015 , up $459 million from an average balance of $8.9 billion for 2014 . Average deposit balances were $5.9 billion in 2015 , up $708 million from average deposits of $5.1 billion in 2014 . Average allocated capital increased $74 million to $977 million in 2015 , reflecting the increase in segment's loan balances.
The Community, Consumer, and Business segment consists of lending and deposit solutions to individuals and small to mid-sized businesses and also provides a variety of investment and fiduciary products and services. The Community, Consumer, and Business Banking segment had net income of $63 million in 2015 , up $34 million compared to $29 million in 2014 . Earnings increased as segment revenue increased $83 million to $615 million in 2015 , primarily due to higher insurance commissions from the Ahmann & Martin Co. acquisition, higher mortgage banking income as well as changes in the long-term funding rates utilized in the funds transfer pricing methodology for allocating interest credits. The credit provision increased $2 million to $26 million for 2015 , due to loan growth, partially offset by improving credit quality. Total noninterest expense for 2015 was $492 million , up $29 million from $463 million in 2014 , primarily due to the Ahmann & Martin Co. acquisition. Average loan balances were $8.8 billion for 2015 , up $969 million from an average balance of $7.8 billion for 2014 . Average deposit balances were $10.9 billion in 2015 , up $837 million from average deposits of $10.1 billion in 2014 . Average allocated capital increased $76 million to $640 million in 2015 , reflecting the increase in segment's loan balances.
The Risk Management and Shared Services segment had net income of $12 million in 2015 , down $49 million compared to $61 million in 2014 . The decrease was due to a $57 million decrease in net interest income related to changes in the long-term funding rates utilized in the funds transfer pricing methodology for allocating interest credits to the Corporate and Commercial Specialty

55


and Community, Consumer, and Business segments. Average earning asset balances were $6.4 billion for 2015 , up $385 million from an average balance of $6.0 billion in 2014 , primarily in investment securities. Average deposits were $3.1 billion in 2015 , up $711 million from 2014 . Average allocated capital decreased $187 million to $216 million for 2015 .
Segment Review 2014 Compared to 2013
The Corporate and Commercial Specialty segment had net income of $101 million in 2014 , down $12 million compared to $113 million in 2013 . Segment revenue decreased $24 million to $346 million in 2014 compared to $370 million in 2013 , primarily due to changes in the long-term funding rates utilized in the funds transfer pricing methodology for allocating interest credits. The credit provision decreased $8 million in 2014 due to improvement in the loan credit quality. Average loan balances were $8.9 billion for 2014 , up $482 million from an average balance of $8.4 billion for 2013 , while average deposit balances were $5.1 billion in 2014 , down $331 million from average deposits of $5.5 billion in 2013 . Average allocated capital increased $3 million to $904 million for 2014 .
The Community, Consumer, and Business Banking segment had net income of $29 million in 2014 , down $15 million compared to $44 million in 2013 . Earnings decreased as segment revenue declined $34 million to $532 million for 2014 , primarily due to lower mortgage banking income as refinancing activity has slowed and changes in the long-term funding rates utilized in the funds transfer pricing methodology for allocating interest credits. The credit provision increased $4 million to $24 million for 2014 , due to loan growth. Total noninterest expense for 2014 was $463 million , down $14 million from $477 million in 2013 , primarily due to lower occupancy costs, reflecting a reduction in our branch network from branch closures and a reduction in full time time equivalent employees. Average loan balances were $7.8 billion in 2014 , up $614 million from an average balance of $7.2 billion for 2013 , and average deposits were $10.1 billion in 2014 , up $386 million from 2013 . Average allocated capital decreased $6 million to $564 million for 2014 .
The Risk Management and Shared Services segment had net income of $61 million in 2014 , up $29 million compared to $31 million in 2013 . The increase was due to a $68 million increase in net interest income primarily due to changes in the long-term funding rates utilized in the funds transfer pricing methodology for allocating interest credits to the Corporate and Commercial Specialty and Community, Consumer and Business segments. Average earning asset balances were $6.0 billion for 2014 , up $681 million from an average balance of $5.3 billion in 2013 , and average deposits were $2.4 billion in 2014 , up $154 million from 2013 . Average allocated capital decreased $5 million to $403 million for 2014 .
TABLE 23: Selected Quarterly Financial Data
The following is selected financial data summarizing the results of operations for each quarter in the years ended December 31, 2015 and 2014 .  
 
2015 Quarter Ended
 
December 31
 
September 30
 
June 30
 
March 31
 
(In Thousands, except per share data)
Net interest income
$
171,468

 
$
170,509

 
$
166,488

 
$
167,813

Provision for credit losses
20,000

 
8,000

 
5,000

 
4,500

Income before income taxes
58,472

 
70,989

 
71,193

 
69,134

Net income available to common equity
40,593

 
47,254

 
47,855

 
45,444

Basic earnings per common share
$
0.27

 
$
0.31

 
$
0.32

 
$
0.30

Diluted earnings per common share
$
0.27

 
$
0.31

 
$
0.31

 
$
0.30

 
2014 Quarter Ended
 
December 31
 
September 30
 
June 30
 
March 31
 
(In Thousands, except per share data)
Net interest income
$
174,661

 
$
172,630

 
$
168,703

 
$
164,973

Provision for credit losses
5,000

 
1,000

 
5,000

 
5,000

Income before income taxes
67,499

 
74,685

 
68,025

 
65,836

Net income available to common equity
47,513

 
48,952

 
45,087

 
43,955

Basic earnings per common share
$
0.31

 
$
0.31

 
$
0.28

 
$
0.27

Diluted earnings per common share
$
0.31

 
$
0.30

 
$
0.28

 
$
0.27


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2014 Compared to 2013

Net income available to common equity for 2014 was $186 million, or diluted earnings per common share of $1.16. In comparison, net income available to common equity for 2013 was $184 million, or diluted earnings per common share of $1.10. Cash dividends increased to $0.37 per common share in 2014, an increase of 12% compared to cash dividends of $0.33 per common share in 2013. Key factors behind these results are discussed below.

•
Credit quality continued to improve during 2014, with net charge offs to average loans declining to 0.09%, compared to a net charge off ratio of 0.25% for 2013. Nonaccrual loans were $177 million at December 31, 2014, a decrease of $8 million (4%) from December 31, 2013. Potential problem loans declined to $190 million, a decrease of $45 million (19%) from December 31, 2013. At December 31, 2014, the allowance for loan losses to total loans ratio was 1.51%, covering 150% of nonaccrual loans, compared to 1.69% at December 31, 2013, covering 145% of nonaccrual loans.

•
At December 31, 2014, total loans were $17.6 billion, up $1.7 billion (11%) from December 31, 2013, with growth in most loan categories. Total deposits at December 31, 2014 were $18.8 billion, up $1.5 billion (9%) from December 31, 2013 (primarily due to an increase in money market deposits).

•
Fully tax-equivalent net interest income was $700 million for 2014, $35 million (5%) higher than 2013, including favorable volume variances (increasing fully tax-equivalent net interest income by $40 million), partially offset by unfavorable rate variances (decreasing fully tax-equivalent net interest income by $5 million). The net interest margin for 2014 was 3.08%, 9 bp lower than 3.17% in 2013, attributable to an 6 bp decrease in interest rate spread, and a 3 bp decrease in contribution from net free funds.

•
Average earning assets of $22.8 billion in 2014 were $1.8 billion (8%) higher than 2013. Average loans increased $1.2 billion (8%), while average securities and short-term investments increased $604 million. Average interest-bearing liabilities of $17.8 billion in 2014 were up $1.9 billion (12%) versus 2013. On average, interest-bearing deposits increased $246 million, while average noninterest-bearing demand deposits decreased by $37 million. Average short and long-term funding increased $1.6 billion, consisting of a $2.1 billion increase in long-term funding, partially offset by a $505 million decrease in short-term funding.

•
Noninterest income was $290 million for 2014, down $23 million (7%) from 2013. Net mortgage banking income was $21 million for 2014, down $28 million (56%) from 2013. Collectively, all remaining noninterest income categories were up modestly (2%) compared to 2013.

•
Noninterest expense for 2014 was $679 million, down $1 million from 2013. Personnel expense was $390 million, down $7 million (2%) versus 2013, while nonpersonnel noninterest expense on an aggregate basis was up modestly (2%) compared to 2013.

•
Income tax expense for 2014 was $86 million, compared to income tax expense of $79 million for 2013. The effective tax rate was 31.0% for 2014, compared to an effective rate of 29.6% for 2013.

Recent Developments
During January 2016, the Corporation repurchased approximately $12 million of common stock in open market purchases and repurchased another approximately $8 million of common stock in an accelerated share repurchase program. After these common stock repurchases, the Corporation has $88 million remaining under repurchase authorizations previously approved by the Board of Directors.
On February 2, 2016, the Board of Directors declared a regular quarterly cash dividend of $0.11 per common share, payable on March 15, 2016, to shareholders of record at the close of business on March 1, 2016. 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 Non-Cumulative Perpetual Preferred Stock and a regular quarterly cash dividend of $0.3828125 per depositary share on Associated Banc-Corp’s 6.125% Series C Non-Cumulative Perpetual Preferred Stock payable on March 15, 2016, to shareholders of record at the close of business on March 1, 2016. These cash dividends have not been reflected in the accompanying consolidated financial statements.
Critical Accounting Policies
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Estimates that are particularly susceptible to significant change include the

57


determination of the allowance for loan losses, goodwill impairment assessment, mortgage servicing rights valuation, and income taxes.
The consolidated financial statements of the Corporation are prepared in conformity with U.S. generally accepted accounting principles and follow general practices within the industries in which it operates. This preparation requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, actual results could differ from the estimates, assumptions, and judgments reflected in the financial statements. Certain policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. Management believes the following policies are both important to the portrayal of the Corporation’s financial condition and results of operations and require subjective or complex judgments and, therefore, management considers the following to be critical accounting policies. The critical accounting policies are discussed directly with the Audit Committee of the Corporation’s Board of Directors.
Allowance for 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 1, “Summary of Significant Accounting Policies,” and Note 4, “Loans,” of the notes to consolidated financial statements as well as the “Allowance for Credit Losses” section.
Goodwill Impairment Assessment :  Goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Corporation conducted its most recent annual impairment test in May 2015, utilizing a qualitative assessment. See Note 1, “Summary of Significant Accounting Policies,” for the Corporation's accounting policy on goodwill and see Note 5, “Goodwill and Intangible Assets,” of the notes to consolidated financial statements for a detailed discussion of the factors considered by management in the qualitative assessment. Based on this assessment, management concluded that the 2015 annual qualitative impairment assessment indicated that it is more likely than not that the estimated fair value exceeded the carrying value (including goodwill) for each reporting unit. Therefore, a step one quantitative analysis was not required. There were no events since the May 2015 impairment testing that have changed the Corporation's impairment assessment conclusion. There were no impairment charges recorded in 2015, 2014, or 2013.
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.
To better understand the sensitivity of the impact of prepayment speeds and refinance rates on the value of the mortgage servicing rights asset at December 31, 2015, (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 $9 million (or 13%) 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 10%) higher. However, the Corporation’s potential recovery recognition due to valuation improvement is limited to the balance

58


of the mortgage servicing rights valuation reserve, which was approximately $1 million at December 31, 2015. The potential recovery recognition is constrained as the Corporation has elected to use the amortization method of accounting (rather than fair value measurement accounting). Under the amortization method, mortgage servicing rights are carried at the lower of the initial capitalized amount, net of accumulated amortization, or estimated fair value. Therefore, the mortgage servicing right asset may only be marked up to the extent of the previously recognized valuation reserve. The Corporation believes the mortgage servicing rights asset is properly recorded in the consolidated financial statements. See also Note 1, “Summary of Significant Accounting Policies,” and Note 5, “Goodwill and Intangible Assets,” of the notes to consolidated financial statements and section "Noninterest Income."
Income Taxes :  The assessment of tax assets and liabilities involves the use of estimates, assumptions, interpretations, and judgment concerning certain accounting pronouncements and federal and state tax codes and regulations. There can be no assurance that future events, such as court decisions or positions of federal and state taxing authorities, will not differ from management’s current assessment, the impact of which could be significant to the consolidated results of operations and reported earnings. Quarterly assessments are performed to determine if valuation allowances are necessary against any portion of the Corporation’s deferred tax assets. Assessing the need for, or sufficiency of, a valuation allowance requires management to evaluate all available evidence, both positive and negative, including the recent trend of quarterly earnings. Positive evidence necessary to overcome the negative evidence includes whether future taxable income in sufficient amounts and character within the carryback and carryforward periods is available under the tax law, including the use of tax planning strategies. When negative evidence (e.g., cumulative losses in recent years, history of operating loss or tax credit carryforwards expiring unused) exists, more positive evidence than negative evidence will be necessary. The Corporation has concluded that based on the level of positive evidence, it is more likely than not 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 13, “Income Taxes,” of the notes to consolidated financial statements and section “Income Taxes.”
Future Accounting Pronouncements
New accounting policies adopted by the Corporation during 2015 are discussed in Note 1, “Summary of Significant Accounting Policies,” of the notes to consolidated financial statements. The expected impact of accounting pronouncements recently issued or proposed but not yet required to be adopted are discussed below. To the extent the adoption of new accounting standards materially affects the Corporation’s financial condition, results of operations, or liquidity, the impacts are discussed in the applicable sections of this financial review and the notes to consolidated financial statements.
In January 2016, the FASB issued an amendment to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This amendment supersedes the guidance to classify equity securities with readily determinable fair values into different categories, requires equity securities to be measured at fair value with changes in the fair value recognized through net income, and simplifies the impairment assessment of equity investments without readily determinable fair values. The amendment requires public business entities that are required to disclose the fair value of financial instruments measured at amortized cost on the balance sheet to measure that fair value using the exit price notion. The amendment requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option. The amendment requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or in the accompanying notes to the financial statements. The amendment reduces diversity in current practice by clarifying that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available for sale securities in combination with the entity’s other deferred tax assets. This amendment is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Entities should apply the amendment by means of a cumulative-effect adjustment as of the beginning of the fiscal year of adoption, with the exception of the amendment related to equity securities without readily determinable fair values, which should be applied prospectively to equity investments that exist as of the date of adoption. The Corporation intends to adopt the accounting standard during the first quarter of 2018, as required, and is currently evaluating the impact on its results of operations, financial position, and liquidity.
In September 2015, the FASB issued an amendment to simplify the accounting for measurement adjustments to prior business combinations. The amendment requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The aquirer must record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendment also requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This amendment is effective for fiscal years

59


beginning after December 15, 2015, including interim periods within those fiscal years. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this amendment with earlier application permitted for financial statements that have not been issued. The Corporation intends to adopt the accounting standard during the first quarter of 2016, as required, and with no expected material impact on its results of operations, financial position, and liquidity.
In May 2015, the FASB issued an amendment to eliminate the requirement to categorize investments measured using the net asset value per share ("NAV") practical expedient in the fair value hierarchy table. Entities will be required to disclose the fair value of investments measured using the NAV practical expedient so that financial statement users can reconcile amounts reported in the fair value hierarchy table to amounts reported on the balance sheet. The new guidance will be applied retrospectively and is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. The Corporation intends to adopt the accounting standard during the first quarter of 2016, as required, with no material impact on its results of operations, financial position, or liquidity.
In April 2015, the FASB issued an amendment to provide guidance to customers about whether a cloud computing arrangement included a software license. If the cloud computing arrangement includes a software license, then the customer should account for the software license element consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This amendment is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Entities may apply the amendment prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Corporation intends to adopt the accounting standard during the first quarter of 2016, as required, and with no expected material impact on its results of operations, financial position, and liquidity.
In April 2015, the FASB issued an amendment to simplify the presentation of debt issuance costs. The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. In August 2015, the FASB expanded this amendment to include SEC staff views related to debt issuance costs associated with line-of-credit arrangements.The SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Entities should apply the amendment retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Corporation intends to adopt the accounting standard during the first quarter of 2016, as required, and with no expected material impact on its results of operations, financial position, and liquidity.
In February 2015, the FASB issued an amendment to modify existing consolidation guidance for reporting companies that are required to evaluate whether they should consolidate legal entities. The new standard will place more emphasis on risk of loss when determining a controlling financial interest. Frequency in the application of related-party guidance for determining a controlling financial interest will be reduced. Also, consolidation conclusions for public and private companies among several industries that make use of limited partnerships or VIEs will be changed. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Entities may apply the amendment using a modified retrospective approach or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted, including adoption in an interim period. The Corporation intends to adopt the accounting standard during the first quarter of 2016, as required, and with no expected material impact on its results of operations, financial position, and liquidity.
In January 2015, the FASB issued an amendment to eliminate from U.S. GAAP the concept of extraordinary items. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. This amended guidance will prohibit separate disclosure of extraordinary items in the income statement. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Entities may apply the amendment prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Corporation intends to adopt the accounting standard during the first quarter of 2016, as required, with no material impact as no retrospective adjustments are anticipated.
In June 2014, the FASB issued an amendment to the stock compensation accounting guidance to clarify that a performance target that affects vesting of a share-based payment and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. This amendment is effective for annual reporting periods, including interim periods within those annual periods, beginning after

60


December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The Corporation intends to adopt the accounting standard during the first quarter of 2016, as required, with no expected material impact on its results of operations, financial position, and liquidity.
In May 2014, the FASB issued an amendment to clarify the principles for recognizing revenue and to develop a common revenue standard. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” In applying the revenue model to contracts within its scope, an entity should apply the following steps: (1) Identify the contract(s) with a customer, (2) Identify the performance obligations in the contract, (3) Determine the transaction price, (4) Allocate the transaction price to the performance obligations in the contract, and (5) Recognize revenue when (or as) the entity satisfies a performance obligation. The standard applies to all contracts with customers except those that are within the scope of other topics in the FASB Codification. The standard also requires significantly expanded disclosures about revenue recognition. The amendment was originally effective for annual reporting periods beginning after December 15, 2016 (including interim reporting periods within those periods); however, in July 2015, the FASB approved a one year deferral of the effective date to December 31, 2017. Early application is not permitted. The Corporation intends to adopt the accounting standard during the first quarter of 2018, as required, and is currently evaluating the impact on its results of operations, financial position, and liquidity.
ITEM 7A.    
QUANTITATIVEAND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information required by this item is set forth in Item 7 under the captions “Quantitative and Qualitative Disclosures about Market Risk” and “Interest Rate Risk.”

61


ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ASSOCIATED BANC-CORP
CONSOLIDATED BALANCE SHEETS
 
December 31,
 
2015
 
2014
 
(In Thousands,
except share and
per share data)
ASSETS
 
 
 
Cash and due from banks
$
374,921

 
$
444,113

Interest-bearing deposits in other financial institutions
79,764

 
571,924

Federal funds sold and securities purchased under agreements to resell
19,000

 
16,030

Investment securities held to maturity, at amortized cost
1,168,230

 
404,455

Investment securities available for sale, at fair value
4,967,414

 
5,396,812

Federal Home Loan Bank and Federal Reserve Bank stocks, at cost
147,240

 
189,107

Loans held for sale
124,915

 
154,935

Loans
18,714,343

 
17,593,846

Allowance for loan losses
(274,264
)
 
(266,302
)
Loans, net
18,440,079

 
17,327,544

Premises and equipment, net
267,606

 
274,688

Goodwill
968,844

 
929,168

Mortgage servicing rights
61,341

 
60,145

Other intangible assets
16,458

 
7,437

Trading assets
32,192

 
35,163

Other assets
1,047,017

 
1,010,253

Total assets
$
27,715,021

 
$
26,821,774

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Noninterest-bearing demand deposits
$
5,562,466

 
$
4,505,272

Interest-bearing deposits
15,445,199

 
14,258,232

Total deposits
21,007,665

 
18,763,504

Federal funds purchased and securities sold under agreements to repurchase
431,438

 
493,991

Other short-term funding
402,978

 
574,297

Long-term funding
2,679,350

 
3,930,117

Trading liabilities
33,430

 
37,329

Accrued expenses and other liabilities
222,914

 
222,285

Total liabilities
24,777,775

 
24,021,523

Stockholders’ equity
 
 
 
Preferred equity
121,379

 
59,727

Common stock
1,642

 
1,665

Surplus
1,458,522

 
1,484,933

Retained earnings
1,593,239

 
1,497,818

Accumulated other comprehensive loss
(32,616
)
 
(4,850
)
Treasury stock, at cost
(204,920
)
 
(239,042
)
Total stockholders’ equity
2,937,246

 
2,800,251

Total liabilities and stockholders’ equity
$
27,715,021

 
$
26,821,774

Preferred shares issued
125,114

 
61,356

Preferred shares authorized (par value $1.00 per share)
750,000

 
750,000

Common shares issued
164,200,068

 
166,544,252

Common shares authorized (par value $0.01 per share)
250,000,000

 
250,000,000

Treasury shares of common stock
12,960,636

 
15,002,318

See accompanying notes to consolidated financial statements.

62


ASSOCIATED BANC-CORP
CONSOLIDATED STATEMENTS OF INCOME
 
For the Years Ended December 31,
 
2015
 
2014
 
2013
 
(In Thousands,
except per share data)
INTEREST INCOME
 
Interest and fees on loans
$
615,627

 
$
598,582

 
$
587,526

Interest and dividends on investment securities:
 
 
 
 
 
Taxable
100,292

 
102,464

 
88,919

Tax exempt
31,152

 
29,064

 
27,345

Other interest
6,591

 
6,635

 
5,193

Total interest income
753,662

 
736,745

 
708,983

INTEREST EXPENSE
 
 
 
 
 
Interest on deposits
33,125

 
26,294

 
31,267

Interest on Federal funds purchased and securities sold under agreements to repurchase
943

 
1,219

 
1,322

Interest on other short-term funding
465

 
785

 
1,519

Interest on long-term funding
42,851

 
27,480

 
29,332

Total interest expense
77,384

 
55,778

 
63,440

NET INTEREST INCOME
676,278

 
680,967

 
645,543

Provision for credit losses
37,500

 
16,000

 
10,100

Net interest income after provision for credit losses
638,778

 
664,967

 
635,443

NONINTEREST INCOME
 
 
 
 
 
Trust service fees
48,840

 
48,403

 
45,633

Service charges on deposit accounts
65,471

 
68,779

 
70,009

Card-based and other nondeposit fees
51,325

 
49,512

 
49,913

Insurance commissions
75,363

 
44,421

 
44,024

Brokerage and annuity commissions
15,378

 
16,089

 
14,877

Total core fee-based revenue
256,377

 
227,204

 
224,456

Mortgage banking, net
32,263

 
21,320

 
48,847

Capital market fees, net
10,752

 
9,973

 
13,080

Bank owned life insurance income
9,796

 
13,576

 
11,855

Asset gains, net
1,592

 
10,288

 
5,413

Investment securities gains, net
8,133

 
494

 
564

Other
9,496

 
7,464

 
8,884

Total noninterest income
328,409

 
290,319

 
313,099

NONINTEREST EXPENSE
 
 
 
 
 
Personnel expense
404,741

 
390,399

 
397,015

Occupancy
60,896

 
57,677

 
59,409

Equipment
23,209

 
24,784

 
25,351

Technology
60,613

 
55,472

 
49,445

Business development and advertising
25,772

 
26,144

 
23,346

Other intangible amortization
3,094

 
3,747

 
4,043

Loan expense
14,102

 
13,866

 
13,162

Legal and professional fees
17,052

 
17,485

 
20,226

Foreclosure / OREO expense
4,494

 
6,722

 
10,068

FDIC expense
26,000

 
23,761

 
19,461

Other
57,426

 
59,184

 
59,123

Total noninterest expense
697,399

 
679,241

 
680,649

Income before income taxes
269,788

 
276,045

 
267,893

Income tax expense
81,487

 
85,536

 
79,201

Net income
188,301

 
190,509

 
188,692

Preferred stock dividends
7,155

 
5,002

 
5,158

Net income available to common equity
$
181,146

 
$
185,507

 
$
183,534

Earnings per common share:
 
 
 
 
 
Basic
$
1.20

 
$
1.17

 
$
1.10

Diluted
$
1.19

 
$
1.16

 
$
1.10

Average common shares outstanding:
 
 
 
 
 
Basic
149,350

 
157,286

 
165,584

Diluted
150,603

 
158,254

 
165,802

See accompanying notes to consolidated financial statements.

63


ASSOCIATED BANC-CORP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
For the Years Ended December 31,
 
2015
 
2014
 
2013
 
($ in Thousands)
Net income
$
188,301

 
$
190,509

 
$
188,692

Other comprehensive income (loss), net of tax:
 
 
 
 
 
Investment securities available for sale:
 
 
 
 
 
Net unrealized gains (losses)
(37,873
)
 
49,038

 
(158,207
)
Net unrealized gains on available for sale securities transferred to held to maturity securities
16,879

 
—

 
—

Reclassification adjustment for net gains realized in net income
(8,133
)
 
(494
)
 
(564
)
Income tax (expense) benefit
11,074

 
(18,636
)
 
61,266

Other comprehensive income (loss) on investment securities available for sale
(18,053
)
 
29,908

 
(97,505
)
Defined benefit pension and postretirement obligations:
 
 
 
 
 
Prior service cost, net of amortization
50

 
58

 
72

Net gain (loss), net of amortization
(15,636
)
 
(17,079
)
 
40,148

Income tax (expense) benefit
5,873

 
6,507

 
(15,562
)
Other comprehensive income (loss) on pension and postretirement obligations
(9,713
)
 
(10,514
)
 
24,658

Total other comprehensive income (loss)
(27,766
)
 
19,394

 
(72,847
)
Comprehensive income
$
160,535

 
$
209,903

 
$
115,845


See accompanying notes to consolidated financial statements.


64


ASSOCIATED BANC-CORP
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
 
Preferred Equity
 
Common Stock
 
 
 
 
 
 
 
 
 
 
Shares
 
Amount
 
Shares
 
Amount
 
Surplus
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Treasury Stock
 
Total
 
(In Thousands, except per share data)
Balance, December 31, 2012
65

 
$
63,272

 
175,013

 
$
1,750

 
$
1,602,136

 
$
1,281,811

 
$
48,603

 
$
(61,173
)
 
$
2,936,399

Comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
—

 
—

 
—

 
—

 
—

 
188,692

 
—

 
—

 
188,692

Other comprehensive loss
—

 
—

 
—

 
—

 
—

 
—

 
(72,847
)
 
—

 
(72,847
)
Comprehensive income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
115,845

Common stock issued:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock-based compensation plans, net
—

 
—

 
—

 
—

 
989

 
(17,630
)
 
—

 
25,946

 
9,305

Purchase of treasury stock
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(123,349
)
 
(123,349
)
Cash dividends:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock, $0.33 per share
—

 
—

 
—

 
—

 
—

 
(54,991
)
 
—

 
—

 
(54,991
)
Preferred stock
—

 
—

 
—

 
—

 
—

 
(5,158
)
 
—

 
—

 
(5,158
)
Purchase of preferred stock
(1
)
 
(1,410
)
 
—

 
—

 
—

 
(216
)
 
—

 
—

 
(1,626
)
Stock-based compensation expense, net
—

 
—

 
—

 
—

 
14,840

 
—

 
—

 
—

 
14,840

Tax impact of stock-based compensation
—

 
—

 
—

 
—

 
25

 
—

 
—

 
—

 
25

Balance, December 31, 2013
64

 
$
61,862

 
175,013

 
$
1,750

 
$
1,617,990

 
$
1,392,508

 
$
(24,244
)
 
$
(158,576
)
 
$
2,891,290

Comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
—

 
—

 
—

 
—

 
—

 
190,509

 
—

 
—

 
190,509

Other comprehensive income
—

 
—

 
—

 
—

 
—

 
—

 
19,394

 
—

 
19,394

Comprehensive income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
209,903

Common stock issued:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock-based compensation plans, net
—

 
—

 
—

 
—

 
2,553

 
(21,171
)
 
—

 
31,846

 
13,228

Purchase of common stock returned to authorized but unissued
—

 
—

 
(8,469
)
 
(85
)
 
(150,413
)
 
—

 
—

 
—

 
(150,498
)
Purchase of treasury stock
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(112,312
)
 
(112,312
)
Cash dividends:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock, $0.37 per share
—

 
—

 
—

 
—

 
—

 
(58,710
)
 
—

 
—

 
(58,710
)
Preferred stock
—

 
—

 
—

 
—

 
—

 
(5,002
)
 
—

 
—

 
(5,002
)
Purchase of preferred stock
(2
)
 
(2,135
)
 
—

 
—

 
—

 
(316
)
 
—

 
—

 
(2,451
)
Stock-based compensation expense, net
—

 
—

 
—

 
—

 
16,091

 
—

 
—

 
—

 
16,091

Tax impact of stock-based compensation
—

 
—

 
—

 
—

 
(1,288
)
 
—

 
—

 
—

 
(1,288
)
Balance, December 31, 2014
62

 
$
59,727

 
166,544

 
$
1,665

 
$
1,484,933

 
$
1,497,818

 
$
(4,850
)
 
$
(239,042
)
 
$
2,800,251

Comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
—

 
—

 
—

 
—

 
—

 
188,301

 
—

 
—

 
188,301

Other comprehensive loss
—

 
—

 
—

 
—

 
—

 
—

 
(27,766
)
 
—

 
(27,766
)
Comprehensive income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
160,535

Common stock issued:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock-based compensation plans, net
—

 
—

 
—

 
—

 
3,316

 
(22,538
)
 
—

 
39,276

 
20,054

Acquisition of Ahmann & Martin Co.
—

 
—

 
2,621

 
26

 
43,504

 
—

 
—

 
—

 
43,530

Purchase of common stock returned to authorized but unissued
—

 
—

 
(4,965
)
 
(49
)
 
(92,951
)
 
—

 
—

 
—

 
(93,000
)
Purchase of treasury stock
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(5,154
)
 
(5,154
)
Cash dividends:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock, $0.41 per share
—

 
—

 
—

 
—

 
—

 
(62,400
)
 
—

 
—

 
(62,400
)
Preferred stock
—

 
—

 
—

 
—

 
—

 
(7,155
)
 
—

 
—

 
(7,155
)
Issuance of preferred stock
65

 
62,966

 
—

 
—

 
—

 
—

 
—

 
—

 
62,966

Purchase of preferred stock
(2
)
 
(1,209
)
 
—

 
—

 
—

 
(126
)
 
—

 
—

 
(1,335
)
Other
—

 
(105
)
 
—

 
—

 
—

 
(661
)
 
—

 
—

 
(766
)
Stock-based compensation expense, net
—

 
—

 
—

 
—

 
18,202

 
—

 
—

 
—

 
18,202

Tax benefit of stock-based compensation
—

 
—

 
—

 
—

 
1,518

 
—

 
—

 
—

 
1,518

Balance, December 31, 2015
125

 
$
121,379

 
164,200

 
$
1,642

 
$
1,458,522

 
$
1,593,239

 
$
(32,616
)
 
$
(204,920
)
 
$
2,937,246

See accompanying notes to consolidated financial statements.

65


ASSOCIATED BANC-CORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
For the Years Ended December 31,
 
2015
 
2014
 
2013
 
($ in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
 
 
Net income
$
188,301

 
$
190,509

 
$
188,692

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Provision for credit losses
37,500

 
16,000

 
10,100

Depreciation and amortization
47,168

 
50,281

 
49,711

(Recovery of) addition to valuation allowance on mortgage servicing rights, net
(425
)
 
321

 
(14,563
)
Amortization of mortgage servicing rights
11,601

 
11,067

 
15,488

Amortization of other intangible assets
3,094

 
3,747

 
4,043

Amortization and accretion on earning assets, funding, and other, net
39,806

 
28,145

 
44,965

Deferred income taxes
(3,522
)
 
9,890

 
25,920

Tax impact of stock based compensation
1,518

 
(1,288
)
 
25

Gain on sales of investment securities, net
(8,133
)
 
(494
)
 
(564
)
Gain on sales of assets and impairment write-downs, net
(1,592
)
 
(10,288
)
 
(5,413
)
Gain on mortgage banking activities, net
(20,258
)
 
(13,765
)
 
(34,268
)
Mortgage loans originated and acquired for sale
(1,228,106
)
 
(1,069,852
)
 
(2,304,006
)
Proceeds from sales of mortgage loans held for sale
1,241,012

 
1,010,167

 
2,516,690

Pension contributions
—

 
(21,000
)
 
(28,000
)
(Increase) decrease in interest receivable
395

 
(1,264
)
 
2,078

Increase (decrease) in interest payable
3,898

 
1,536

 
(2,214
)
Other, net
(10,513
)
 
(4,203
)
 
9,274

Net cash provided by operating activities
301,744

 
199,509

 
477,958

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
 
Net increase in loans
(1,136,793
)
 
(1,736,571
)
 
(593,591
)
Purchases of:
 
 
 
 
 
Available for sale securities
(2,859,793
)
 
(1,096,410
)
 
(1,954,936
)
Held to maturity securities
(250,767
)
 
(229,795
)
 
(135,785
)
Federal Home Loan Bank and Federal Reserve Bank stocks
(35,647
)
 
(7,857
)
 
(28,399
)
Premises, equipment, and software, net of disposals
(54,636
)
 
(50,396
)
 
(67,723
)
Other assets
(15,187
)
 
(4,496
)
 
(2,098
)
Proceeds from:
 
 
 
 
 
Sales of available for sale securities
1,601,947

 
102,011

 
136,152

Sale of Federal Home Loan Bank and Federal Reserve Bank stocks
77,514

 
—

 
14,399

Prepayments, calls, and maturities of available for sale securities
1,099,625

 
862,037

 
1,298,077

Prepayments, calls, and maturities of held to maturity securities
17,013

 
6,420

 
—

Prepayments, calls and maturities of other assets
21,236

 
36,452

 
41,668

Sales of loans originated for investment
—

 
—

 
39,002

Net cash received in acquisition
1,132

 
—

 
—

Net cash used in investing activities
(1,534,356
)
 
(2,118,605
)
 
(1,253,234
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
 
 
Net increase in deposits
2,244,161

 
1,496,337

 
394,340

Net decrease in deposits due to branch sales
—

 
—

 
(65,430
)
Net increase (decrease) in short-term funding
(233,872
)
 
327,362

 
(1,586,013
)
Repayment of long-term funding
(1,500,035
)
 
(155,066
)
 
(427,430
)
Proceeds from issuance of long-term funding
250,000

 
996,030

 
2,500,000

Proceeds from issuance of preferred shares
62,966

 
—

 
—

Proceeds from issuance of common stock for stock-based compensation plans
20,054

 
13,228

 
9,305

Purchase of preferred stock
(1,335
)
 
(2,451
)
 
(1,626
)
Purchase of common stock returned to authorized but unissued
(93,000
)
 
(150,498
)
 
—

Purchase of treasury stock
(5,154
)
 
(112,312
)
 
(123,349
)
Cash dividends on common stock
(62,400
)
 
(58,710
)
 
(54,991
)
Cash dividends on preferred stock
(7,155
)
 
(5,002
)
 
(5,158
)
Net cash provided by financing activities
674,230

 
2,348,918

 
639,648

Net increase (decrease) in cash and cash equivalents
(558,382
)
 
429,822

 
(135,628
)
Cash and cash equivalents at beginning of period
1,032,067

 
602,245

 
737,873

Cash and cash equivalents at end of period
$
473,685

 
$
1,032,067

 
$
602,245

Supplemental disclosures of cash flow information:
 
 
 
 
 
Cash paid for interest
$
73,054

 
$
54,330

 
$
65,552

Cash paid for income taxes
84,407

 
72,431

 
49,200

Loans and bank premises transferred to other real estate owned
10,988

 
21,413

 
26,151

Capitalized mortgage servicing rights
12,372

 
8,253

 
18,256

Acquisition:
 
 
 
 
 
Fair value of assets acquired, including cash and cash equivalents
4,590

 
—

 
—

Fair value ascribed to goodwill and intangible assets
51,791

 
—

 
—

Fair value of liabilities assumed
12,851

 
—

 
—

Common stock issued in acquisition
43,530

 
—

 
—

See accompanying notes to consolidated financial statements.

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ASSOCIATED BANC-CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 , 2014 , and 2013
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The accounting and reporting policies of the Corporation conform to U.S. generally accepted accounting principles and to general practice within the financial services industry. The following is a description of the more significant of those policies.
Business
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”) is a bank holding company headquartered in Wisconsin. The Corporation provides a full range of banking and related financial services to consumer and commercial customers through its network of bank and nonbank subsidiaries. The Corporation is subject to competition from other financial and non-financial institutions that offer similar or competing products and services. The Corporation is regulated by federal and state agencies and is subject to periodic examinations by those agencies.
Basis of Financial Statement Presentation
The consolidated financial statements include the accounts of the Parent Company and its wholly-owned subsidiaries. Investments in unconsolidated entities (none of which are considered to be variable interest entities in which the Corporation is the primary beneficiary) are accounted for using the cost method of accounting when the Corporation has determined that the cost method is appropriate. Investments not meeting the criteria for cost method accounting are accounted for using the equity method of accounting. Investments in unconsolidated entities are included in other assets, and the Corporation’s share of income or loss is recorded in other noninterest income, while distributions in excess of the investment are recorded in gain on assets.
All significant intercompany balances and transactions have been eliminated in consolidation.
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Estimates that are particularly susceptible to significant change include the determination of the allowance for loan losses, goodwill impairment assessment, mortgage servicing rights valuation, and income taxes. Management has evaluated subsequent events for potential recognition or disclosure.
During the third quarter of 2015, the Corporation reclassified all closed end first lien home equity loans to residential mortgage loans in order to better align with the Corporation's regulatory reporting of residential mortgage loan products. All prior periods have been restated to reflect this change. As a result, the restated home equity loan portfolio is $1.1 billion at December 31, 2014, compared to the originally reported amount of $1.6 billion . Similarly, the restated residential mortgage loan portfolio is $5.1 billion at December 31, 2014, compared to the originally reported amount of $4.5 billion .
Investment Securities
Securities are classified as held to maturity or available for sale at the time of purchase. Investment securities classified as held to maturity, which management has the positive intent and ability to hold to maturity, are reported at amortized cost. Investment securities classified as available for sale, which management has the intent and ability to hold for an indefinite period of time, but not necessarily to maturity, are carried at fair value, with unrealized gains and losses, net of related deferred income taxes, included in stockholders’ equity as a separate component of other comprehensive income. Any decision to sell investment securities available for sale would be based on various factors, including, but not limited to, asset / liability management strategies, changes in interest rates or prepayment risks, liquidity needs, or regulatory capital considerations. Realized gains or losses on investment security sales (using specific identification method) are included in investment securities gains (losses), net, in the consolidated statements of income. Premiums and discounts are amortized or accreted into interest income over the estimated life (earlier of call date, maturity, or estimated life) of the related security, using a prospective method that approximates level yield.
In certain situations, management may elect to transfer certain investment securities from the available for sale classification to the held to maturity classification. In such cases, the investment securities are reclassified at fair value at the time of transfer. Any unrealized gain or loss included in accumulated other comprehensive income (loss) at the time of transfer is retained therein and amortized over the remaining life of the investment security as an adjustment to yield.
Declines in the fair value of investment securities (with certain exceptions for debt securities noted below) that are deemed to be other-than-temporary are charged to earnings as a realized loss, and a new cost basis for the investment security is established. In evaluating other-than-temporary impairment, management considers the length of time and extent to which the security has been

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in an unrealized loss position, changes in security ratings, the financial condition and near-term prospects of the issuer, as well as security and industry specific economic conditions. In addition, the Corporation considers the intent and ability to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value in the near term. Declines in the fair value of debt securities below amortized cost are deemed to be other-than-temporary in circumstances where: (1) the Corporation has the intent to sell a security; (2) it is more likely than not that the Corporation will be required to sell the security before recovery of its amortized cost basis; or (3) the Corporation does not expect to recover the entire amortized cost basis of the security. If the Corporation intends to sell a security or if it is more likely than not that the Corporation will be required to sell the security before recovery, an other-than-temporary impairment write-down is recognized in earnings equal to the difference between the security’s amortized cost basis and its fair value. If an entity does not intend to sell the security or it is more likely than not that it will not be required to sell the security before recovery, the other-than-temporary impairment write-down is separated into an amount representing credit loss, which is recognized in earnings, and an amount related to all other factors, which is recognized in other comprehensive income. Declines in value determined to be other-than-temporary are included in investment securities gains (losses), net, in the consolidated statements of income. See Note 3 for additional information on investment securities.
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. See Note 3 for additional information on the FHLB and Federal Reserve Bank Stocks.
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at their outstanding principal balances, net of any deferred fees and costs on originated loans. Origination fee income received on loans and amounts representing the estimated direct costs of origination are deferred and amortized to interest income over the life of the loan using the effective interest method. An allowance for loan losses is established for estimated credit losses in the loan portfolio. See Allowance for Loan Losses below for further policy discussion.
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.
Interest income on loans is based on the principal balance outstanding computed using the effective interest method. The accrual of interest income for commercial loans is discontinued when there is a clear indication that the borrower’s cash flow may not be sufficient to meet payments as they become due, while the accrual of interest income for consumer loans is discontinued when loans reach specific delinquency levels. 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 a nonaccrual status immediately, rather than delaying such action until the loans become 90 days past due. When a loan is placed on nonaccrual status, previously accrued and uncollected interest is reversed, amortization of related deferred loan fees or costs is suspended, and income is recorded only to the extent that interest payments are subsequently received in cash and a determination has been made that the principal and interest of the loan is collectible. If collectability of the principal and interest is in doubt, payments received are applied to loan principal.
While a loan is in nonaccrual status, some or all of the cash interest payments received may be treated as interest income on a cash basis as long as the remaining recorded investment in the loan (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 loan's remaining recorded investment must be supported by a current, well documented credit evaluation of the borrower’s financial condition and prospects for repayment, including consideration of the borrower’s sustained historical repayment performance and other relevant factors. A nonaccrual loan is returned to accrual status when all delinquent principal and interest payments become current in accordance with the terms of the loan agreement, the borrower has demonstrated a period of sustained repayment performance, and the ultimate collectability of the total contractual principal and interest is no longer in doubt. A sustained period of repayment performance generally would be a minimum of six months. See Note 4 for additional information on loans.



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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.
All restructured loans are disclosed as restructured loans in the calendar year of restructuring. In subsequent years, a restructured loan modified at a market rate that has performed according to the modified terms for at least six months will cease being disclosed as a restructured loan. A loan that has been modified at a below market rate will return to performing status if it satisfies the six month performance requirement; however, it will remain classified as a restructured loan. See Note 4 for additional information on restructured loans.
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 as determined on an aggregate basis. The amount by which cost exceeds estimated fair value is accounted for as a market valuation adjustment to the carrying value of the loans. Changes, if any, in the market valuation adjustment are included in mortgage banking, net, in the consolidated statements of income. At December 31, 2015 , the carrying value of loans held for sale included a market valuation adjustment of $155,000 , while at December 31, 2014 , there was no market valuation adjustment to loans held for sale.
Allowance for Loan Losses
The allowance for loan losses is a reserve for estimated credit losses on individually evaluated loans determined to be impaired as well as estimated credit losses inherent in the loan portfolio, and is based on quarterly evaluations of the collectability and historical loss experience of loans. Actual credit losses, net of recoveries, are deducted from the allowance for loan losses. A provision for loan losses, which is a charge against earnings, is recorded to bring the allowance for loan losses to a level that, in management’s judgment, is appropriate to absorb probable losses in the loan portfolio.
The methodology applied by the Corporation, designed to assess the appropriateness of the allowance for loan losses, is based upon management’s ongoing review and grading of the loan portfolio into criticized loan categories (defined as specific loans warranting either specific allocation, or a criticized status of special mention, substandard, doubtful, or loss). The methodology also focuses on evaluation of several factors, including but not limited to: 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. Because each of the criteria used is subject to change, the analysis of the allowance for loan losses is not necessarily indicative of the trend of future loan losses in any particular loan category. The total allowance for loan losses is available to absorb losses from any segment of the loan portfolio.
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. This determination is based on management's review of current information and other events regarding the borrowers’ ability to repay their obligations. 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. When an individual loan is determined to be impaired, the allowance for loan losses attributable to the loan is allocated based on management’s estimate of the borrower’s ability to repay the loan given the availability of collateral, other sources of cash flows, as well as evaluation of legal options available to the Corporation. The amount of impairment is measured based upon the present value of expected future cash flows discounted at the loan’s effective interest rate, the fair value of the underlying collateral less applicable selling costs, or the observable market price of the loan. If foreclosure is probable or the loan is collateral dependent, impairment is measured using the fair value of the loan’s collateral, less costs to sell. Large groups of homogeneous loans, such as residential mortgage, home equity, installment loans and credit cards, are collectively evaluated for impairment. Interest income on impaired loans is recorded

69


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.
Management believes that the level of the allowance for loan losses is appropriate. 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 cash flow, and changes in economic conditions that affect our customers. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s 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 examinations. See Loans and Troubled Debt Restructurings above for further policy discussion and see Note 4 for additional information on the allowance for loan losses.
Other Real Estate Owned
Other real estate owned is included in other assets in the consolidated balance sheets and is comprised of property acquired through a foreclosure proceeding or acceptance of a deed-in-lieu of foreclosure, and loans classified as in-substance foreclosure. Other real estate owned is recorded at the fair value of the underlying property collateral, less estimated selling costs. This fair value becomes the new cost basis for the foreclosed asset. The initial write-down, if any, will be recorded as a charge off against the allowance for loan losses. Any subsequent write-downs to reflect current fair value, as well as gains and losses on disposition and revenues and expenses incurred in maintaining such properties, are expensed as incurred. Other real estate owned also includes bank premises formerly but no longer used for banking as well as property originally acquired for future expansion but no longer intended to be used for that purpose. Banking premises are transferred at the lower of carrying value or fair value, less estimated selling costs and any write-down is expensed as incurred. Other real estate owned totaled $15 million and $17 million at December 31, 2015 and 2014 , respectively.
Allowance for Unfunded Commitments
The allowance for unfunded commitments is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to unfunded credit facilities (including unfunded loan commitments and letters of credit) and is included in accrued expenses and other liabilities in the consolidated balance sheets. The determination of the appropriate level of the allowance for unfunded commitments is based upon an evaluation of the unfunded credit facilities, including an assessment of historical commitment utilization experience and credit risk grading of the loan. Net adjustments to the allowance for unfunded commitments are included in the provision for credit losses in the consolidated statements of income. See Note 4 and Note 16 for additional information on the allowance for unfunded commitments.
Mortgage Repurchase Reserve
The Corporation sells residential mortgage loans to investors in the normal course of business. Residential mortgage loans sold to investors are predominantly conventional residential first lien mortgages originated under the usual underwriting procedures, and are most often sold on a nonrecourse basis, primarily to the Government Sponsored Enterprises ("GSE"). The Corporation’s agreements to sell residential mortgage loans usually require certain representations and warranties on the underlying loans sold, related to credit information, loan documentation, collateral, and insurability, which if subsequently untrue or breached, could require the Corporation to indemnify or repurchase certain loans affected. To a much lesser degree, 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 indemnification or repurchase could be required if the loan had defined delinquency issues during the limited recourse periods. The balance in the repurchase reserve at the balance sheet date reflects the estimated amount of potential loss the Corporation could incur from repurchasing a loan (“put back” requests), as well as loss reimbursements, indemnification, and other settlement resolutions (“make whole” payments). See Note 16 for additional information on the mortgage repurchase reserve.
Premises and Equipment and Software
Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed on the straight-line method over the estimated useful lives of the related assets or the lease term. Maintenance and repairs are charged to expense as incurred, while additions or major improvements are capitalized and depreciated over the estimated useful lives. Leasehold improvements are amortized on a straight-line basis over the lesser of the lease terms or the estimated useful lives of the improvements. Software, included in other assets in the consolidated balance sheets, is amortized on a straight-line basis over the lesser of the contract terms or the estimated useful life of the software. See Note 6 for additional information on premises and equipment.

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Goodwill and Intangible Assets
Goodwill and Other Intangible Assets : The excess of the cost of an acquisition over the fair value of the net assets acquired consists primarily of goodwill, core deposit intangibles, and other identifiable intangibles (primarily related to customer relationships acquired). Core deposit intangibles have estimated finite lives and are amortized on an accelerated basis to expense over a 10 -year period. The other intangibles have estimated finite lives and are amortized on an accelerated basis to expense over their weighted average life (a weighted average life of 12 years and 14 years for 2015 and 2014, respectively). The Corporation reviews long-lived assets and certain identifiable intangibles for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in which case an impairment charge would be recorded.
Goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The impairment testing process is conducted by assigning net assets and goodwill to each reporting unit. An initial qualitative evaluation is made to assess the likelihood of impairment and determine whether further quantitative testing to calculate the fair value is necessary. When the qualitative evaluation indicates that impairment is more likely than not, quantitative testing is required whereby the fair value of each reporting unit is calculated and compared to the recorded book value, “step one.” If the calculated fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired and “step two” is not considered necessary. If the carrying value of a reporting unit exceeds its calculated fair value, the impairment test continues (“step two”) by comparing the carrying value of the reporting unit’s goodwill to the implied fair value of goodwill. The implied fair value is computed by adjusting all assets and liabilities of the reporting unit to current fair value with the offset adjustment to goodwill. The adjusted goodwill balance is the implied fair value of the goodwill. An impairment charge is recognized if the carrying value of goodwill exceeds the implied fair value of goodwill. See Note 5 for additional information on goodwill and other intangible assets.
Mortgage Servicing Rights : The Corporation sells residential mortgage loans in the secondary market and typically retains the right to service the loans sold. Upon sale, a mortgage servicing rights asset is capitalized, which represents the then current fair value of future net cash flows expected to be realized for performing servicing activities. Mortgage servicing rights, when purchased, are initially recorded at fair value. As the Corporation has not elected to subsequently measure any class of servicing assets under the fair value measurement method, the Corporation follows the amortization method. Mortgage servicing rights are amortized in proportion to and over the 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, in the consolidated balance sheets.
The Corporation periodically evaluates its mortgage servicing rights asset for impairment. Impairment is assessed based on fair value at each reporting date using estimated prepayment speeds of the underlying mortgage loans serviced and stratifications based on the risk characteristics of the underlying loans (predominantly loan type and note interest rate). As mortgage interest rates fall, prepayment speeds are usually faster and the value of the mortgage servicing rights asset generally decreases, requiring additional valuation reserve. Conversely, as mortgage interest rates rise, prepayment speeds are usually slower and the value of the mortgage servicing rights asset generally increases, requiring less valuation reserve. A valuation allowance is established, through a charge to earnings, to the extent the amortized cost of the mortgage servicing rights exceeds the estimated fair value by stratification. If it is later determined that all or a portion of the temporary impairment no longer exists for a stratification, the valuation is reduced through a recovery to earnings. An other-than-temporary impairment (i.e., recoverability is considered remote when considering interest rates and loan pay off activity) is recognized as a write-down of the mortgage servicing rights asset and the related valuation allowance (to the extent a valuation allowance is available) and then against earnings. A direct write-down permanently reduces the carrying value of the mortgage servicing rights asset and valuation allowance, precluding subsequent recoveries. See Note 5 for additional information on mortgage servicing rights.
Income Taxes
Amounts provided for income tax expense are based on income reported for financial statement purposes and do not necessarily represent amounts currently payable under tax laws. Deferred income taxes, which arise principally from temporary differences between the amounts reported in the financial statements and the tax bases of assets and liabilities, are included in the amounts provided for income taxes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and tax planning strategies which will create taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, the amount of taxes paid in available carryback years, projected future taxable income, and, if necessary, tax planning strategies in making this assessment.

71


The Corporation files a consolidated federal income tax return and separate or combined state income tax returns. Accordingly, amounts equal to tax benefits of those subsidiaries having taxable federal or state losses or credits are offset by other subsidiaries that incur federal or state tax liabilities.
It is the Corporation’s policy to provide for uncertainty in income taxes as a part of income tax expense based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. At December 31, 2015 and 2014 , the Corporation believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Corporation prevails in matters for which a liability for an unrecognized tax benefit was established or is required to pay amounts in excess of the liability established, the Corporation’s effective tax rate in a given financial statement period may be effected. See Note 13 for additional information on income taxes.
Derivative and Hedging Activities
Derivative instruments, including derivative instruments embedded in other contracts, are carried at fair value on the consolidated balance sheets with changes in the fair value recorded to earnings or accumulated other comprehensive income, as appropriate. On the date the derivative contract is entered into, the Corporation designates the derivative as a fair value hedge (i.e., a hedge of the fair value of a recognized asset or liability), a cash flow hedge (i.e., a hedge of the variability of cash flows to be received or paid related to a recognized asset or liability), or a free-standing derivative instrument. For a derivative designated as a fair value hedge, the changes in the fair value of the derivative instrument and the changes in the fair value of the hedged asset or liability are recognized in current period earnings as an increase or decrease to the carrying value of the hedged item on the balance sheet and in the related income statement account. For a derivative designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative instrument are recorded in other comprehensive income and the ineffective portions of changes in the fair value of a derivative instrument are recognized in current period earnings as an adjustment to the related income statement account. Amounts within accumulated other comprehensive income are reclassified into earnings in the period the hedged item affects earnings. For a derivative is designated as a free-standing derivative instrument, changes in fair value are reported in current period earnings. At December 31, 2015 and 2014 , the Corporation only had free-standing derivative instruments to facilitate customer borrowing activity. These free-standing derivative instruments included: interest rate risk management, commodity hedging, and foreign currency exchange solutions. See Note 14 for additional information on derivative and hedging activities.
Retirement Plans
The funded status of the retirement plans are recognized as an asset or liability in the consolidated balance sheets, and changes in that funded status are recognized in the year in which the changes occur through other comprehensive income. Plan assets and benefit obligations are measured as of fiscal year end. The measurement of the projected benefit obligation and pension expense involve actuarial valuation methods and the use of various actuarial and economic assumptions. The Corporation monitors the assumptions and updates them periodically. Due to the long-term nature of the pension plan obligation, actual results may differ significantly from estimations. Such differences are adjusted over time as the assumptions are replaced by facts and values are recalculated. See Note 12 for additional information on the Corporation’s retirement plans.

Stock-Based Compensation
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 common stock awards is their fair market value on the date of grant. The fair values of stock options and restricted stock awards are amortized as compensation expense on a straight-line basis over the vesting period of the grants. Beginning with the 2014 grants, expenses related to stock options and restricted stock awards are fully recognized on the date the colleague meets the definition of normal or early retirement. Compensation expense recognized is included in personnel expense in the consolidated statements of income. See Note 11 for additional information on stock-based compensation.
Comprehensive Income
Comprehensive income includes all changes in stockholders’ equity during a period, except those resulting from transactions with stockholders. In addition to net income, other components of the Corporation’s comprehensive income include the after tax effect of changes in net unrealized gain / loss on securities available for sale and changes in net actuarial gain / loss on defined benefit post-retirement plans. Comprehensive income is reported in the accompanying consolidated statements of changes in stockholder’s equity and consolidated statements of comprehensive income. See Note 22 for additional information on accumulated other comprehensive income (loss).
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

72


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. See Note 18 for additional information on fair value measurements. Below is a brief description of each fair value level.
Level 1 — 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 — 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 — 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.
Cash and Cash Equivalents
For purposes of the consolidated statements of cash flows, cash and cash equivalents are considered to include cash and due from banks, interest-bearing deposits in other financial institutions, and federal funds sold and securities purchased under agreements to resell.
Earnings Per Common Share
Earnings per common share are calculated utilizing the two-class method. Basic earnings per common share are calculated by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding. Diluted earnings per common share are calculated by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding adjusted for the dilutive effect of common stock awards (outstanding stock options, unvested restricted stock awards, and outstanding common stock warrants). See Note 20 for additional information on earnings per common share.
New Accounting Pronouncements Adopted
In June 2015, the FASB issued a technical corrections and improvements accounting standards update which makes minor amendments to the FASB Accounting Standards Codification. The four general topics covered in the guidance include: (1) amendments related to differences between original guidance and the codification, (2) guidance clarification and reference corrections, (3) simplification, and (4) minor improvements. The amendments that require transition guidance are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The amendments that require transition guidance are not applicable to the Corporation. All other amendments were effective upon the issuance of this update in June 2015. The Corporation adopted the accounting standard during the second quarter of 2015, as required, with no material impact on its results of operations, financial position, or liquidity.
In May 2015, the FASB issued an amendment to its current guidance regarding pushdown accounting for newly acquired businesses. The amendment eliminates the SEC guidance on pushdown accounting from the Accounting Standards Codification. The amendments align the FASB’s codification with the related material in the SEC's staff accounting bulletin (SAB) No. 115. SAB 115 rescinds portions of the interpretive guidance included in the SEC's Staff Accounting Bulletins series and brings existing guidance into conformity with ASU 2014-17, Pushdown Accounting, which provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The Corporation adopted the accounting standard during the second quarter of 2015, as required, with no material impact on its results of operations, financial position, or liquidity.
In August 2014, the FASB issued an amendment to clarify how creditors are to classify certain government-guaranteed mortgage loans upon foreclosure. This amendment requires that a mortgage loan be derecognized and a separate other receivable be recognized upon foreclosure if the following conditions are met: (1) the loan has a government guarantee that is not separate from the loan

73


before foreclosure and (2) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under the claim and (3) at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. This amendment was effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2014. The Corporation adopted the accounting standard on a prospective basis during the first quarter of 2015, as required, with no material impact on its results of operations, financial position, or liquidity.
In June 2014, the FASB issued an amendment to clarify the current accounting and disclosures for certain repurchase agreements. The amendments in this update require two accounting changes: (1) change the accounting for repurchase-to-maturity transactions to secured borrowing accounting and (2) require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement. The amendments in this update also require additional disclosures for certain transactions on the transfer of financial assets, as well as new disclosures for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions that are accounted for as secured borrowings. This amendment was effective for public business entities for the first interim or annual period beginning after December 15, 2014. The Corporation adopted the accounting standard during the first quarter of 2015, as required, with no material impact on its results of operations, financial position, or liquidity. See Note 8 for the new repurchase agreement disclosures.
In January 2014, the FASB issued an amendment to clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar agreement. In addition, the amendments require interim and annual disclosure of both the amount of foreclosed residential real estate property held by the creditor and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure in accordance with local requirements of the applicable jurisdiction. This amendment was effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. The Corporation adopted the accounting standard using the prospective transition method during the first quarter of 2015, as required, with no material impact on its results of operations, financial position, or liquidity.
In January 2014, the FASB issued an amendment which permits reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). For those investments in qualified affordable housing projects not accounted for using the proportional method, the investment should be accounted for as an equity method investment or a cost method investment. The decision to apply the proportional amortization method of accounting is an accounting policy decision that should be applied consistently to all qualifying affordable housing project investments rather than a decision to be applied to individual investments. This amendment should be applied retrospectively to all periods presented. A reporting entity that uses the effective yield method to account for its investments in qualified affordable housing projects before the date of adoption may continue to apply the effective yield method for those preexisting investments. This amendment was effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. The Corporation made an accounting policy election to use the proportional amortization method for investments in qualified affordable housing projects during the first quarter of 2015, which had no material impact on its results of operations, financial position, or liquidity.
NOTE 2 ACQUISITION:
On February 17, 2015, the Corporation acquired Ahmann & Martin Co., a risk and employee benefits consulting firm based in Minnesota. The firm merged into Associated Financial Group, LLC, the Corporation's insurance brokerage subsidiary. The Corporation's acquisition of Ahmann & Martin Co. enhances the Corporation's ability to offer clients unique, comprehensive solutions to meet their insurance and financial risk management needs. The transaction was valued at approximately $48 million with the opportunity to increase the consideration by $8 million should certain contingencies be met over a defined period.
The transaction was accounted for using the acquisition method of accounting and as such, assets acquired, liabilities assumed and consideration exchanged were recorded at their estimated fair value on the acquisition date. Goodwill from the acquisition represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is not deductible for tax purposes. As a result of the acquisition, the Corporation recorded goodwill of approximately $40 million and other intangible assets of approximately $12 million . Goodwill was assigned to the Corporation's Community, Consumer, and Business segment. See Note 5 for additional information on goodwill and other intangible assets.


74


NOTE 3 INVESTMENT SECURITIES:
Investment securities are generally classified as available for sale or held to maturity at the time of purchase. See Note 1 for the Corporation’s accounting policy for investment securities. The majority of the Corporation's investment securities are mortgage-related securities issued by the Government National Mortgage Association (“GNMA”) or government-sponsored enterprises ("GSE") such as the Federal National Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FHLMC”). The amortized cost and fair values of securities available for sale and held to maturity were as follows.
 
December 31, 2015
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value
 
 
 
 
($ in Thousands)
 
Investment securities available for sale:
 
 
 
 
 
 
 
 
U. S. Treasury securities
$
999

 
$
—

 
$
(2
)
 
$
997

 
Residential mortgage-related securities:
 
 
 
 
 
 
 
 
FNMA / FHLMC
1,388,995

 
33,791

 
(8,160
)
 
1,414,626

 
GNMA
1,605,956

 
507

 
(16,460
)
 
1,590,003

 
Private-label
1,722

 
1

 
(14
)
 
1,709

 
GNMA commercial mortgage-related securities
1,982,477

 
1,334

 
(28,501
)
 
1,955,310

 
Other securities (debt and equity)
4,718

 
51

 
—

 
4,769

 
Total investment securities available for sale
$
4,984,867

 
$
35,684

 
$
(53,137
)
 
$
4,967,414

 
Investment securities held to maturity:
 
 
 
 
 
 
 
 
Obligations of state and political subdivisions (municipal securities)
$
1,043,767

 
$
16,803

 
$
(339
)
 
$
1,060,231

 
Residential mortgage-related securities:
 
 
 
 
 
 
 
 
FNMA / FHLMC
41,469

 
513

 
(645
)
 
41,337

 
GNMA
82,994

 
189

 
(309
)
 
82,874

 
Total investment securities held to maturity
$
1,168,230

 
$
17,505

 
$
(1,293
)
 
$
1,184,442

 
December 31, 2014
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value
 
 
 
 
($ in Thousands)
 
Investment securities available for sale:
 
 
 
 
 
 
 
 
U. S. Treasury securities
$
999

 
$
—

 
$
(1
)
 
$
998

 
Municipal securities
560,839

 
21,869

 
(29
)
 
582,679

 
Residential mortgage-related securities:
 
 
 
 
 
 
 
 
FNMA / FHLMC
3,534,240

 
59,640

 
(30,423
)
 
3,563,457

 
GNMA
165,863

 
1,596

 
(127
)
 
167,332

 
Private-label
2,297

 
7

 
(10
)
 
2,294

 
GNMA commercial mortgage-related securities
1,097,913

 
1,922

 
(25,942
)
 
1,073,893

 
Other securities (debt and equity)
6,108

 
51

 
—

 
6,159

 
Total investment securities available for sale
$
5,368,259

 
$
85,085

 
$
(56,532
)
 
$
5,396,812

 
Investment securities held to maturity:
 
 
 
 
 
 
 
 
Municipal securities
$
404,455

 
$
9,444

 
$
(832
)
 
$
413,067

 
Total investment securities held to maturity
$
404,455

 
$
9,444

 
$
(832
)
 
$
413,067

During the fourth quarter of 2015, the Corporation reclassified approximately $400 million of municipal securities and $125 million of mortgage-related securities from available for sale to held to maturity. The reclassification of these investment securities was accounted for at fair value. Management elected to transfer these investment securities as the Corporation has the positive intent and ability to hold these investment securities to maturity.




75


The amortized cost and fair values of investment securities available for sale and held to maturity at December 31, 2015 , are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
Available for Sale
 
Held to Maturity
($ in Thousands)
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
Due in one year or less
$
1,500

 
$
1,515

 
$
42,841

 
$
26,761

Due after one year through five years
4,199

 
4,197

 
244,257

 
255,899

Due after five years through ten years
—

 
—

 
253,429

 
261,934

Due after ten years
—

 
—

 
503,240

 
515,637

Total debt securities
5,699

 
5,712

 
1,043,767

 
1,060,231

Residential mortgage-related securities:
 
 
 
 
 
 
 
FNMA / FHLMC
1,388,995

 
1,414,626

 
41,469

 
41,337

GNMA
1,605,956

 
1,590,003

 
82,994

 
82,874

Private-label
1,722

 
1,709

 
—

 
—

GNMA commercial mortgage-related securities
1,982,477

 
1,955,310

 
—

 
—

Equity securities
18

 
54

 
—

 
—

Total investment securities
$
4,984,867

 
$
4,967,414

 
$
1,168,230

 
$
1,184,442

Ratio of Fair Value to Amortized Cost
 
 
99.6
%
 
 
 
101.4
%

During 2015, the Corporation restructured its investment securities portfolio and sold approximately $1.6 billion of FNMA and FHLMC mortgage-related securities and reinvested into GNMA mortgage-related securities, generating an $8 million net gain on sale. This restructuring lowered risk weighted assets and related capital requirements.
Total proceeds and gross realized gains and losses from sales of investment securities for each of the three years ended December 31 were as follows. There were no other-than-temporary impairment write-downs on investment securities for 2015 , 2014 , or 2013 .
 
2015
 
2014
 
2013
 
($ in Thousands)
Gross gains
$
12,270

 
$
1,184

 
$
637

Gross losses
(4,137
)
 
(690
)
 
(73
)
Investment securities gains, net
$
8,133

 
$
494

 
$
564

Proceeds from sales of investment securities
$
1,601,947

 
$
102,011

 
$
136,152

Pledged securities with a carrying value of approximately $3.2 billion and $2.8 billion at December 31, 2015 , and December 31, 2014 , respectively, were pledged to secure certain deposits or for other purposes as required or permitted by law.

76


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 individual securities have been in a continuous unrealized loss position, at December 31, 2015 .
 
Less than 12 months
 
12 months or more
 
Total
December 31, 2015
Number
of
Securities
 
Unrealized
Losses
 
Fair
Value
 
Number
of
Securities
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
($ in Thousands)
Investment securities available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
1

 
$
(2
)
 
$
997

 
—

 
$
—

 
$
—

 
$
(2
)
 
$
997

Residential mortgage-related securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FNMA / FHLMC
17

 
(1,548
)
 
220,852

 
14

 
(6,612
)
 
338,186

 
(8,160
)
 
559,038

GNMA
46

 
(16,460
)
 
1,434,484

 
—

 
—

 
—

 
(16,460
)
 
1,434,484

Private-label
1

 
(1
)
 
83

 
3

 
(13
)
 
1,565

 
(14
)
 
1,648

GNMA commercial mortgage-related securities
40

 
(9,610
)
 
1,132,844

 
21

 
(18,891
)
 
448,218

 
(28,501
)
 
1,581,062

Total
105

 
$
(27,621
)
 
$
2,789,260

 
38

 
$
(25,516
)
 
$
787,969

 
$
(53,137
)
 
$
3,577,229

Investment securities held to maturity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Municipal securities
53

 
$
(146
)
 
$
23,137

 
24

 
$
(193
)
 
$
9,254

 
$
(339
)
 
$
32,391

Residential mortgage-related securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FNMA / FHLMC
10

 
(177
)
 
12,754

 
3

 
(468
)
 
11,106

 
(645
)
 
23,860

GNMA
21

 
(201
)
 
45,499

 
3

 
(108
)
 
6,797

 
(309
)
 
52,296

Total
84

 
$
(524
)
 
$
81,390

 
30

 
$
(769
)
 
$
27,157

 
$
(1,293
)
 
$
108,547

The Corporation reviews the investment securities portfolio on a quarterly basis to monitor its exposure to other-than-temporary impairment. A determination as to whether a security’s decline in fair value is other-than-temporary takes into consideration numerous factors and the relative significance of any single factor can vary by security. Some factors the Corporation may consider in the other-than-temporary impairment analysis include, the length of time and extent to which the security has been in an unrealized loss position, changes in security ratings, financial condition and near-term prospects of the issuer, as well as security and industry specific economic conditions. In addition, with regards to its debt securities, the Corporation may also evaluate payment structure, whether there are defaulted payments or expected defaults, prepayment speeds, and the value of any underlying collateral.
Based on the Corporation’s evaluation, management does not believe any unrealized loss at December 31, 2015 , represents an other-than-temporary impairment as these unrealized losses are primarily attributable to changes in interest rates and the current market conditions, and not credit deterioration. The unrealized losses reported for municipal securities relate to various state and local political subdivisions and school districts. The Corporation currently does not intend to sell nor does it believe that it will be required to sell the securities contained in the above unrealized losses table before recovery of their amortized cost basis.

77


For comparative purposes, the following represents gross unrealized losses and the related fair value of investment securities available for sale and held to maturity, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2014 .
 
Less than 12 months
 
12 months or more
 
Total
December 31, 2014
Number
of
Securities
 
Unrealized
Losses
 
Fair
Value
 
Number
of
Securities
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
($ in Thousands)
Investment securities available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
1

 
$
(1
)
 
$
998

 
—

 
$
—

 
$
—

 
$
(1
)
 
$
998

Municipal securities
6

 
(9
)
 
3,374

 
6

 
(20
)
 
2,133

 
(29
)
 
5,507

Residential mortgage-related securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FNMA / FHLMC
15

 
(1,395
)
 
330,839

 
52

 
(29,028
)
 
1,246,093

 
(30,423
)
 
1,576,932

GNMA
1

 
(9
)
 
2,874

 
4

 
(118
)
 
10,440

 
(127
)
 
13,314

Private-label
1

 
(9
)
 
1,772

 
2

 
(1
)
 
27

 
(10
)
 
1,799

GNMA commercial mortgage-related securities
9

 
(1,766
)
 
329,982

 
20

 
(24,176
)
 
460,425

 
(25,942
)
 
790,407

Total
33

 
$
(3,189
)
 
$
669,839

 
84

 
$
(53,343
)
 
$
1,719,118

 
$
(56,532
)
 
$
2,388,957

Investment securities held to maturity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Municipal securities
74

 
$
(216
)
 
$
31,924

 
85

 
$
(616
)
 
$
38,915

 
$
(832
)
 
$
70,839

Total
74

 
$
(216
)
 
$
31,924

 
85

 
$
(616
)
 
$
38,915

 
$
(832
)
 
$
70,839

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 December 31, 2015 , and 2014 , the Corporation had FHLB stock of $74 million and $118 million , respectively, reflecting the overall reduction in FHLB short-term and long-term funding. The Corporation had Federal Reserve Bank stock of $73 million and $71 million at December 31, 2015 and 2014 , respectively.
NOTE 4 LOANS:
During 2015, the Corporation reclassified all closed end first lien home equity loans to residential mortgage loans in order to better align with the Corporation's regulatory reporting of residential mortgage loan products. All prior periods have been restated to reflect this change. As a result, the restated home equity loan portfolio is $1.1 billion for December 31, 2014, compared to the originally reported amount of $1.6 billion . Similarly, the restated residential mortgage loan portfolio is $5.1 billion for December 31, 2014, compared to the originally reported amount of $4.5 billion .

Loans at December 31 are summarized below.
 
2015
 
2014
 
($ in Thousands)
Commercial and industrial
$
6,147,440

 
$
5,905,902

Commercial real estate — owner occupied
918,212

 
1,007,937

Lease financing
43,243

 
51,529

Commercial and business lending
7,108,895

 
6,965,368

Commercial real estate — investor
3,234,266

 
3,056,485

Real estate construction
1,162,145

 
1,008,956

Commercial real estate lending
4,396,411

 
4,065,441

Total commercial
11,505,306

 
11,030,809

Home equity
1,005,802

 
1,051,927

Installment and credit cards
419,968

 
454,219

Residential mortgage
5,783,267

 
5,056,891

Total consumer
7,209,037

 
6,563,037

Total loans
$
18,714,343

 
$
17,593,846


78


The Corporation has granted loans to their directors, executive officers, or their related interests. These loans were made on substantially the same terms, including rates and collateral, as those prevailing at the time for comparable transactions with other unrelated customers, and do not involve more than a normal risk of collection. These loans to related parties are summarized below.
 
2015
 
($ in Thousands)
Balance at beginning of year
$
74,420

New loans
14,840

Repayments
(19,990
)
Changes due to status of executive officers and directors
(32,673
)
Balance at end of year
$
36,597

A summary of the changes in the allowance for credit losses for the years indicated was as follows.
 
2015
 
2014
 
2013
 
($ in Thousands)
Allowance for Loan Losses:
 
 
 
 
 
Balance at beginning of year
$
266,302

 
$
268,315

 
$
297,409

Provision for loan losses
38,000

 
13,000

 
10,000

Charge offs
(52,280
)
 
(44,096
)
 
(88,061
)
Recoveries
22,242

 
29,083

 
48,967

Net charge offs
(30,038
)
 
(15,013
)
 
(39,094
)
Balance at end of year
$
274,264

 
$
266,302

 
$
268,315

Allowance for Unfunded Commitments:
 
 
 
 
 
Balance at beginning of year
$
24,900

 
$
21,900

 
$
21,800

Provision for unfunded commitments
(500
)
 
3,000

 
100

Balance at end of year
$
24,400

 
$
24,900

 
$
21,900

Allowance for Credit Losses
$
298,664

 
$
291,202

 
$
290,215

The allowance for credit losses is comprised of the allowance for loan losses and the allowance for unfunded commitments. The level of the allowance for loan losses represents management’s estimate of an amount appropriate to provide for probable credit losses in the loan portfolio at the balance sheet date. The allowance for unfunded commitments is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to unfunded credit facilities (including unfunded loan commitments and letters of credit) and is included in accrued expenses and other liabilities on the consolidated balance sheets. See Note 1 for the Corporation’s accounting policy for the allowance for loan losses and the allowance for unfunded commitments. See Note 16 for additional information on the allowance for unfunded commitments.

79


A summary of the changes in the allowance for loan losses by portfolio segment for the year ended December 31, 2015 , was as follows.
$ in Thousands
Commercial
and
industrial
 
Commercial
real estate
— owner
occupied
 
Lease
financing
 
Commercial
real
estate —
investor
 
Real estate
construction
 
Home
equity
 
Installment
and credit
cards
 
Residential
mortgage
 
Total
Balance at Dec 31, 2014
$
116,025

 
$
16,510

 
$
1,610

 
$
46,333

 
$
20,999

 
$
26,464

 
$
6,435

 
$
31,926

 
$
266,302

Provision for loan losses
30,861

 
3,894

 
(671
)
 
(2,827
)
 
2,749

 
906

 
2,194

 
894

 
38,000

Charge offs
(27,687
)
 
(2,645
)
 
—

 
(4,645
)
 
(750
)
 
(7,048
)
 
(3,869
)
 
(5,636
)
 
(52,280
)
Recoveries
9,795

 
921

 
26

 
4,157

 
2,268

 
3,233

 
765

 
1,077

 
22,242

Balance at Dec 31, 2015
$
128,994

 
$
18,680

 
$
965

 
$
43,018

 
$
25,266

 
$
23,555

 
$
5,525

 
$
28,261

 
$
274,264

Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance impaired loans individually evaluated for impairment
$
7,522

 
$
—

 
$
—

 
$
229

 
$
—

 
$
46

 
$
—

 
$
166

 
$
7,963

Ending balance impaired loans collectively evaluated for impairment
$
640

 
$
448

 
$
—

 
$
1,602

 
$
453

 
$
10,072

 
$
195

 
$
12,296

 
$
25,706

Total impaired loans
$
8,162

 
$
448

 
$
—

 
$
1,831

 
$
453

 
$
10,118

 
$
195

 
$
12,462

 
$
33,669

Ending balance all other loans collectively evaluated for impairment
$
120,832

 
$
18,232

 
$
965

 
$
41,187

 
$
24,813

 
$
13,437

 
$
5,330

 
$
15,799

 
$
240,595

Total
$
128,994

 
$
18,680

 
$
965

 
$
43,018

 
$
25,266

 
$
23,555

 
$
5,525

 
$
28,261

 
$
274,264

Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance impaired loans individually evaluated for impairment
$
89,935

 
$
6,221

 
$
1,634

 
$
5,460

 
$
—

 
$
1,281

 
$
—

 
$
6,956

 
$
111,487

Ending balance impaired loans collectively evaluated for impairment
$
31,299

 
$
9,705

 
$
—

 
$
25,098

 
$
1,450

 
$
21,032

 
$
1,154

 
$
64,396

 
$
154,134

Total impaired loans
$
121,234

 
$
15,926

 
$
1,634

 
$
30,558

 
$
1,450

 
$
22,313

 
$
1,154

 
$
71,352

 
$
265,621

Ending balance all other loans collectively evaluated for impairment
$
6,026,206

 
$
902,286

 
$
41,609

 
$
3,203,708

 
$
1,160,695

 
$
983,489

 
$
418,814

 
$
5,711,915

 
$
18,448,722

Total
$
6,147,440

 
$
918,212

 
$
43,243

 
$
3,234,266

 
$
1,162,145

 
$
1,005,802

 
$
419,968

 
$
5,783,267

 
$
18,714,343

At December 31, 2015 , $42 million of the commercial and industrial allowance for loan losses was attributable to Oil and Gas related credits, compared to $17 million at December 31, 2014. This allocated allowance for loan losses represented 5.58% and 2.26% of period end Oil and Gas related loans at December 31, 2015 and December 31, 2014, respectively. The total allowance for loan losses is available to absorb losses from any segment of the loan portfolio.

80


For comparison purposes, a summary of the changes in the allowance for loan losses by portfolio segment for the year ended December 31, 2014 , was as follows.
$ in Thousands
Commercial
and
industrial
 
Commercial
real estate
— owner
occupied
 
Lease
financing
 
Commercial
real estate
— investor
 
Real estate
construction
 
Home
equity
 
Installment and credit cards
 
Residential
mortgage
 
Total
Balance at Dec 31, 2013
$
104,501

 
$
19,476

 
$
1,607

 
$
58,156

 
$
23,418

 
$
27,932

 
$
2,416

 
$
30,809

 
$
268,315

Provision for loan losses
14,767

 
(1,296
)
 
35

 
(17,290
)
 
(1,277
)
 
6,278

 
6,279

 
5,504

 
13,000

Charge offs
(14,633
)
 
(3,476
)
 
(39
)
 
(4,529
)
 
(1,958
)
 
(10,946
)
 
(2,876
)
 
(5,639
)
 
(44,096
)
Recoveries
11,390

 
1,806

 
7

 
9,996

 
816

 
3,200

 
616

 
1,252

 
29,083

Balance at Dec 31, 2014
$
116,025

 
$
16,510

 
$
1,610

 
$
46,333

 
$
20,999

 
$
26,464

 
$
6,435

 
$
31,926

 
$
266,302

Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance impaired loans individually evaluated for impairment
$
13,615

 
$
1,490

 
$
574

 
$
1,649

 
$
328

 
$
11

 
$
—

 
$
199

 
$
17,866

Ending balance impaired loans collectively evaluated for impairment
$
2,852

 
$
1,731

 
$
—

 
$
1,938

 
$
767

 
$
11,371

 
$
308

 
$
13,598

 
$
32,565

Total impaired loans
$
16,467

 
$
3,221

 
$
574

 
$
3,587

 
$
1,095

 
$
11,382

 
$
308

 
$
13,797

 
$
50,431

Ending balance all other loans collectively evaluated for impairment
$
99,558

 
$
13,289

 
$
1,036

 
$
42,746

 
$
19,904

 
$
15,082

 
$
6,127

 
$
18,129

 
$
215,871

Total
$
116,025

 
$
16,510

 
$
1,610

 
$
46,333

 
$
20,999

 
$
26,464

 
$
6,435

 
$
31,926

 
$
266,302

Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending balance impaired loans individually evaluated for impairment
$
45,118

 
$
20,731

 
$
1,801

 
$
19,683

 
$
3,776

 
$
962

 
$
—

 
$
9,751

 
$
101,822

Ending balance impaired loans collectively evaluated for impairment
$
38,437

 
$
15,548

 
$
—

 
$
26,129

 
$
2,350

 
$
23,698

 
$
1,587

 
$
66,058

 
$
173,807

Total impaired loans
$
83,555

 
$
36,279

 
$
1,801

 
$
45,812

 
$
6,126

 
$
24,660

 
$
1,587

 
$
75,809

 
$
275,629

Ending balance all other loans collectively evaluated for impairment
$
5,822,347

 
$
971,658

 
$
49,728

 
$
3,010,673

 
$
1,002,830

 
$
1,027,267

 
$
452,632

 
$
4,981,082

 
$
17,318,217

Total
$
5,905,902

 
$
1,007,937

 
$
51,529

 
$
3,056,485

 
$
1,008,956

 
$
1,051,927

 
$
454,219

 
$
5,056,891

 
$
17,593,846

The following table presents commercial loans by credit quality indicator at December 31, 2015 .
 
Pass
 
Special
Mention
 
Potential
Problem
 
Impaired
 
Total
 
($ Thousands)
Commercial and industrial
$
5,455,573

 
$
339,953

 
$
230,680

 
$
121,234

 
$
6,147,440

Commercial real estate — owner occupied
827,694

 
38,886

 
35,706

 
15,926

 
918,212

Lease financing
37,969

 
1,190

 
2,450

 
1,634

 
43,243

Commercial and business lending
6,321,236

 
380,029

 
268,836

 
138,794

 
7,108,895

Commercial real estate — investor
3,150,134

 
27,630

 
25,944

 
30,558

 
3,234,266

Real estate construction
1,156,524

 
252

 
3,919

 
1,450

 
1,162,145

Commercial real estate lending
4,306,658

 
27,882

 
29,863

 
32,008

 
4,396,411

Total commercial
$
10,627,894

 
$
407,911

 
$
298,699

 
$
170,802

 
$
11,505,306


81


The following table presents commercial loans by credit quality indicator at December 31, 2014 .  
 
Pass
 
Special
Mention
 
Potential
Problem
 
Impaired
 
Total
 
($ Thousands)
Commercial and industrial
$
5,594,497

 
$
119,328

 
$
108,522

 
$
83,555

 
$
5,905,902

Commercial real estate — owner occupied
904,526

 
18,437

 
48,695

 
36,279

 
1,007,937

Lease financing
46,931

 
88

 
2,709

 
1,801

 
51,529

Commercial and business lending
6,545,954

 
137,853

 
159,926

 
121,635

 
6,965,368

Commercial real estate — investor
2,974,493

 
12,137

 
24,043

 
45,812

 
3,056,485

Real estate construction
998,972

 
2,082

 
1,776

 
6,126

 
1,008,956

Commercial real estate lending
3,973,465

 
14,219

 
25,819

 
51,938

 
4,065,441

Total commercial
$
10,519,419

 
$
152,072

 
$
185,745

 
$
173,573

 
$
11,030,809

The following table presents consumer loans by credit quality indicator at December 31, 2015 .
 
Performing
 
30-89 Days
Past Due
 
Potential
Problem
 
Impaired
 
Total
 
($ Thousands)
Home equity
$
975,348

 
$
7,919

 
$
222

 
$
22,313

 
$
1,005,802

Installment and credit cards
416,944

 
1,870

 
—

 
1,154

 
419,968

Residential mortgage
5,704,189

 
4,930

 
2,796

 
71,352

 
5,783,267

Total consumer
$
7,096,481

 
$
14,719

 
$
3,018

 
$
94,819

 
$
7,209,037

The following table presents consumer loans by credit quality indicator at December 31, 2014 .
 
Performing
 
30-89 Days
Past Due
 
Potential
Problem
 
Impaired
 
Total
 
($ Thousands)
Home equity
$
1,017,604

 
$
8,783

 
$
880

 
$
24,660

 
$
1,051,927

Installment and credit cards
450,698

 
1,932

 
2

 
1,587

 
454,219

Residential mortgage
4,972,455

 
4,846

 
3,781

 
75,809

 
5,056,891

Total consumer
$
6,440,757

 
$
15,561

 
$
4,663

 
$
102,056

 
$
6,563,037

Factors that are important to managing overall credit quality are sound loan underwriting and administration, systematic monitoring of existing loans and commitments, effective loan review on an ongoing basis, early identification of potential problems, and appropriate allowance for loan losses, allowance for unfunded commitments, nonaccrual, and charge off policies.
For commercial loans, management has determined the pass credit quality indicator to include credits that exhibit acceptable financial statements, cash flow, and leverage. If any risk exists, it is mitigated by the loan structure, collateral, monitoring, or control. For consumer loans, performing loans include credits that are performing in accordance with the original contractual terms. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Special mention credits have potential weaknesses that deserve management’s attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the credit. Potential problem loans are considered inadequately protected by the current net worth and paying capacity of the obligor or the collateral pledged. These loans generally have a well-defined weakness, or weaknesses, that may jeopardize liquidation of the debt and are characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected. Lastly, management considers a loan to be impaired when it is probable that the Corporation will be unable to collect all amounts due according to the original contractual terms of the note agreement, including both principal and interest. Management has determined that commercial and consumer loan relationships that have nonaccrual status or have had their terms restructured in a troubled debt restructuring meet this impaired loan definition. Commercial loans classified as special mention, potential problem, and impaired are reviewed at a minimum on a quarterly basis, while pass 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. See Note 1 for the Corporation’s accounting policy for loans.

82


The following table presents loans by past due status at December 31, 2015 .
 
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
$
602

 
$
409

 
$
249

 
$
1,260

 
$
6,054,239

 
$
6,055,499

Commercial real estate — owner occupied
7,142

 
—

 
—

 
7,142

 
903,021

 
910,163

Lease financing
—

 
—

 
—

 
—

 
41,609

 
41,609

Commercial and business lending
7,744

 
409

 
249

 
8,402

 
6,998,869

 
7,007,271

Commercial real estate — investor
291

 
—

 
—

 
291

 
3,225,332

 
3,225,623

Real estate construction
270

 
26

 
—

 
296

 
1,160,909

 
1,161,205

Commercial real estate lending
561

 
26

 
—

 
587

 
4,386,241

 
4,386,828

Total commercial
8,305

 
435

 
249

 
8,989

 
11,385,110

 
11,394,099

Home equity
6,190

 
1,729

 
—

 
7,919

 
982,639

 
990,558

Installment and credit cards
1,195

 
675

 
1,399

 
3,269

 
416,374

 
419,643

Residential mortgage
4,491

 
439

 
—

 
4,930

 
5,726,855

 
5,731,785

Total consumer
11,876

 
2,843

 
1,399

 
16,118

 
7,125,868

 
7,141,986

Total accruing loans
$
20,181

 
$
3,278

 
$
1,648

 
$
25,107

 
$
18,510,978

 
$
18,536,085

Nonaccrual loans
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
895

 
$
16

 
$
4,848

 
$
5,759

 
$
86,182

 
$
91,941

Commercial real estate — owner occupied
—

 
2,572

 
1,301

 
3,873

 
4,176

 
8,049

Lease financing
—

 
—

 
—

 
—

 
1,634

 
1,634

Commercial and business lending
895

 
2,588

 
6,149

 
9,632

 
91,992

 
101,624

Commercial real estate — investor
3,174

 
1,158

 
3,480

 
7,812

 
831

 
8,643

Real estate construction
133

 
61

 
427

 
621

 
319

 
940

Commercial real estate lending
3,307

 
1,219

 
3,907

 
8,433

 
1,150

 
9,583

Total commercial
4,202

 
3,807

 
10,056

 
18,065

 
93,142

 
111,207

Home equity
1,922

 
1,330

 
5,833

 
9,085

 
6,159

 
15,244

Installment and credit cards
47

 
39

 
151

 
237

 
88

 
325

Residential mortgage
3,984

 
5,251

 
17,950

 
27,185

 
24,297

 
51,482

Total consumer
5,953

 
6,620

 
23,934

 
36,507

 
30,544

 
67,051

Total nonaccrual loans**
$
10,155

 
$
10,427

 
$
33,990

 
$
54,572

 
$
123,686

 
$
178,258

Total loans
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
1,497

 
$
425

 
$
5,097

 
$
7,019

 
$
6,140,421

 
$
6,147,440

Commercial real estate — owner occupied
7,142

 
2,572

 
1,301

 
11,015

 
907,197

 
918,212

Lease financing
—

 
—

 
—

 
—

 
43,243

 
43,243

Commercial and business lending
8,639

 
2,997

 
6,398

 
18,034

 
7,090,861

 
7,108,895

Commercial real estate — investor
3,465

 
1,158

 
3,480

 
8,103

 
3,226,163

 
3,234,266

Real estate construction
403

 
87

 
427

 
917

 
1,161,228

 
1,162,145

Commercial real estate lending
3,868

 
1,245

 
3,907

 
9,020

 
4,387,391

 
4,396,411

Total commercial
12,507

 
4,242

 
10,305

 
27,054

 
11,478,252

 
11,505,306

Home equity
8,112

 
3,059

 
5,833

 
17,004

 
988,798

 
1,005,802

Installment and credit cards
1,242

 
714

 
1,550

 
3,506

 
416,462

 
419,968

Residential mortgage
8,475

 
5,690

 
17,950

 
32,115

 
5,751,152

 
5,783,267

Total consumer
17,829

 
9,463

 
25,333

 
52,625

 
7,156,412

 
7,209,037

Total loans
$
30,336

 
$
13,705

 
$
35,638

 
$
79,679

 
$
18,634,664

 
$
18,714,343

* The recorded investment in loans past due 90 days or more and still accruing totaled $2 million at December 31, 2015 (the same as the reported balances for the accruing loans noted above).
** The percent of nonaccrual loans which are current was 69% at December 31, 2015 .

83


The following table presents loans by past due status at December 31, 2014 .
 
30-59 Days
Past Due
 
60-89 Days
Past Due
 
90 Days or More
Past Due*
 
Total Past Due
 
Current
 
Total
 
($ in Thousands)
Accruing loans
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
4,466

 
$
10,281

 
$
254

 
$
15,001

 
$
5,841,238

 
$
5,856,239

Commercial real estate — owner occupied
8,429

 
2,199

 
—

 
10,628

 
971,484

 
982,112

Lease financing
—

 
—

 
—

 
—

 
49,728

 
49,728

Commercial and business lending
12,895

 
12,480

 
254

 
25,629

 
6,862,450

 
6,888,079

Commercial real estate — investor
712

 
496

 
—

 
1,208

 
3,032,592

 
3,033,800

Real estate construction
951

 
33

 
—

 
984

 
1,002,573

 
1,003,557

Commercial real estate lending
1,663

 
529

 
—

 
2,192

 
4,035,165

 
4,037,357

Total commercial
14,558

 
13,009

 
254

 
27,821

 
10,897,615

 
10,925,436

Home equity
6,988

 
1,795

 
52

 
8,835

 
1,026,641

 
1,035,476

Installment and credit cards
1,186

 
746

 
1,317

 
3,249

 
450,357

 
453,606

Residential mortgage
3,889

 
957

 
—

 
4,846

 
4,997,069

 
5,001,915

Total consumer
12,063

 
3,498

 
1,369

 
16,930

 
6,474,067

 
6,490,997

Total accruing loans
$
26,621

 
$
16,507

 
$
1,623

 
$
44,751

 
$
17,371,682

 
$
17,416,433

Nonaccrual loans
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
872

 
$
627

 
$
10,154

 
$
11,653

 
$
38,010

 
$
49,663

Commercial real estate — owner occupied
3,197

 
41

 
8,596

 
11,834

 
13,991

 
25,825

Lease financing
—

 
—

 
513

 
513

 
1,288

 
1,801

Commercial and business lending
4,069

 
668

 
19,263

 
24,000

 
53,289

 
77,289

Commercial real estate — investor
1,857

 
459

 
12,765

 
15,081

 
7,604

 
22,685

Real estate construction
87

 
73

 
798

 
958

 
4,441

 
5,399

Commercial real estate lending
1,944

 
532

 
13,563

 
16,039

 
12,045

 
28,084

Total commercial
6,013

 
1,200

 
32,826

 
40,039

 
65,334

 
105,373

Home equity
1,471

 
1,766

 
6,840

 
10,077

 
6,374

 
16,451

Installment and credit cards
96

 
39

 
141

 
276

 
337

 
613

Residential mortgage
5,172

 
3,193

 
23,492

 
31,857

 
23,119

 
54,976

Total consumer
6,739

 
4,998

 
30,473

 
42,210

 
29,830

 
72,040

Total nonaccrual loans**
$
12,752

 
$
6,198

 
$
63,299

 
$
82,249

 
$
95,164

 
$
177,413

Total loans
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
5,338

 
$
10,908

 
$
10,408

 
$
26,654

 
$
5,879,248

 
$
5,905,902

Commercial real estate — owner occupied
11,626

 
2,240

 
8,596

 
22,462

 
985,475

 
1,007,937

Lease financing
—

 
—

 
513

 
513

 
51,016

 
51,529

Commercial and business lending
16,964

 
13,148

 
19,517

 
49,629

 
6,915,739

 
6,965,368

Commercial real estate — investor
2,569

 
955

 
12,765

 
16,289

 
3,040,196

 
3,056,485

Real estate construction
1,038

 
106

 
798

 
1,942

 
1,007,014

 
1,008,956

Commercial real estate lending
3,607

 
1,061

 
13,563

 
18,231

 
4,047,210

 
4,065,441

Total commercial
20,571

 
14,209

 
33,080

 
67,860

 
10,962,949

 
11,030,809

Home equity
8,459

 
3,561

 
6,892

 
18,912

 
1,033,015

 
1,051,927

Installment and credit cards
1,282

 
785

 
1,458

 
3,525

 
450,694

 
454,219

Residential mortgage
9,061

 
4,150

 
23,492

 
36,703

 
5,020,188

 
5,056,891

Total consumer
18,802

 
8,496

 
31,842

 
59,140

 
6,503,897

 
6,563,037

Total loans
$
39,373

 
$
22,705

 
$
64,922

 
$
127,000

 
$
17,466,846

 
$
17,593,846

* The recorded investment in loans past due 90 days or more and still accruing totaled $2 million at December 31, 2014 (the same as the reported balances for the accruing loans noted above).
** The percent of nonaccrual loans which are current was 54% at December 31, 2014 .

84


The following table presents impaired loans at December 31, 2015 .
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Average
Recorded
Investment
 
Interest
Income
Recognized*
 
($ in Thousands)
Loans with a related allowance
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
57,785

 
$
59,409

 
$
8,162

 
$
46,833

 
$
855

Commercial real estate — owner occupied
9,705

 
9,804

 
448

 
10,087

 
412

Lease financing
—

 
—

 
—

 
—

 
—

Commercial and business lending
67,490

 
69,213

 
8,610

 
56,920

 
1,267

Commercial real estate — investor
27,822

 
29,444

 
1,831

 
28,278

 
1,914

Real estate construction
1,450

 
2,154

 
453

 
1,667

 
66

Commercial real estate lending
29,272

 
31,598

 
2,284

 
29,945

 
1,980

Total commercial
96,762

 
100,811

 
10,894

 
86,865

 
3,247

Home equity
21,769

 
23,989

 
10,118

 
22,624

 
1,147

Installment and credit cards
1,154

 
1,225

 
195

 
1,199

 
30

Residential mortgage
66,590

 
71,084

 
12,462

 
68,183

 
2,374

Total consumer
89,513

 
96,298

 
22,775

 
92,006

 
3,551

Total loans
$
186,275

 
$
197,109

 
$
33,669

 
$
178,871

 
$
6,798

Loans with no related allowance
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
63,449

 
$
70,625

 
$
—

 
$
77,666

 
$
1,657

Commercial real estate — owner occupied
6,221

 
6,648

 
—

 
6,534

 
15

Lease financing
1,634

 
1,634

 
—

 
1,907

 
—

Commercial and business lending
71,304

 
78,907

 
—

 
86,107

 
1,672

Commercial real estate — investor
2,736

 
2,840

 
—

 
2,763

 
90

Real estate construction
—

 
—

 
—

 
—

 
—

Commercial real estate lending
2,736

 
2,840

 
—

 
2,763

 
90

Total commercial
74,040

 
81,747

 
—

 
88,870

 
1,762

Home equity
544

 
544

 
—

 
544

 
30

Installment and credit cards
—

 
—

 
—

 
—

 
—

Residential mortgage
4,762

 
5,033

 
—

 
4,726

 
126

Total consumer
5,306

 
5,577

 
—

 
5,270

 
156

Total loans
$
79,346

 
$
87,324

 
$
—

 
$
94,140

 
$
1,918

Total
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
121,234

 
$
130,034

 
$
8,162

 
$
124,499

 
$
2,512

Commercial real estate — owner occupied
15,926

 
16,452

 
448

 
16,621

 
427

Lease financing
1,634

 
1,634

 
—

 
1,907

 
—

Commercial and business lending
138,794

 
148,120

 
8,610

 
143,027

 
2,939

Commercial real estate — investor
30,558

 
32,284

 
1,831

 
31,041

 
2,004

Real estate construction
1,450

 
2,154

 
453

 
1,667

 
66

Commercial real estate lending
32,008

 
34,438

 
2,284

 
32,708

 
2,070

Total commercial
170,802

 
182,558

 
10,894

 
175,735

 
5,009

Home equity
22,313

 
24,533

 
10,118

 
23,168

 
1,177

Installment and credit cards
1,154

 
1,225

 
195

 
1,199

 
30

Residential mortgage
71,352

 
76,117

 
12,462

 
72,909

 
2,500

Total consumer
94,819

 
101,875

 
22,775

 
97,276

 
3,707

Total loans**
$
265,621

 
$
284,433

 
$
33,669

 
$
273,011

 
$
8,716

* Interest income recognized included $4 million of interest income recognized on accruing restructured loans for the year ended December 31, 2015 .
** The net recorded investment (defined as recorded investment, net of the related allowance) of the impaired loans represented 82% of the unpaid principal balance at December 31, 2015.

85


The following table presents impaired loans at December 31, 2014 .  
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Average
Recorded
Investment
 
Interest
Income
Recognized*
 
($ in Thousands)
Loans with a related allowance
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
76,433

 
$
80,414

 
$
16,467

 
$
80,004

 
$
3,139

Commercial real estate — owner occupied
19,839

 
21,807

 
3,221

 
20,878

 
681

Lease financing
1,801

 
1,801

 
574

 
2,009

 
—

Commercial and business lending
98,073

 
104,022

 
20,262

 
102,891

 
3,820

Commercial real estate — investor
36,841

 
40,869

 
3,587

 
38,657

 
1,250

Real estate construction
3,043

 
5,910

 
1,095

 
3,818

 
105

Commercial real estate lending
39,884

 
46,779

 
4,682

 
42,475

 
1,355

Total commercial
137,957

 
150,801

 
24,944

 
145,366

 
5,175

Home equity
23,874

 
26,585

 
11,382

 
25,087

 
1,257

Installment and credit cards
1,587

 
1,795

 
308

 
1,736

 
58

Residential mortgage
68,748

 
74,005

 
13,797

 
70,030

 
2,307

Total consumer
94,209

 
102,385

 
25,487

 
96,853

 
3,622

Total loans
$
232,166

 
$
253,186

 
$
50,431

 
$
242,219

 
$
8,797

Loans with no related allowance
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
7,122

 
$
12,634

 
$
—

 
$
8,851

 
$
82

Commercial real estate — owner occupied
16,440

 
19,019

 
—

 
17,970

 
219

Commercial and business lending
23,562

 
31,653

 
—

 
26,821

 
301

Commercial real estate — investor
8,971

 
14,036

 
—

 
10,014

 
133

Real estate construction
3,083

 
3,815

 
—

 
3,241

 
—

Commercial real estate lending
12,054

 
17,851

 
—

 
13,255

 
133

Total commercial
35,616

 
49,504

 
—

 
40,076

 
434

Home equity
786

 
806

 
—

 
851

 
18

Installment and credit cards
—

 
—

 
—

 
—

 
—

Residential mortgage
7,061

 
7,315

 
—

 
7,224

 
135

Total consumer
7,847

 
8,121

 
—

 
8,075

 
153

Total loans
$
43,463

 
$
57,625

 
$
—

 
$
48,151

 
$
587

Total
 
 
 
 
 
 
 
 
 
Commercial and industrial
$
83,555

 
$
93,048

 
$
16,467

 
$
88,855

 
$
3,221

Commercial real estate — owner occupied
36,279

 
40,826

 
3,221

 
38,848

 
900

Lease financing
1,801

 
1,801

 
574

 
2,009

 
—

Commercial and business lending
121,635

 
135,675

 
20,262

 
129,712

 
4,121

Commercial real estate — investor
45,812

 
54,905

 
3,587

 
48,671

 
1,383

Real estate construction
6,126

 
9,725

 
1,095

 
7,059

 
105

Commercial real estate lending
51,938

 
64,630

 
4,682

 
55,730

 
1,488

Total commercial
173,573

 
200,305

 
24,944

 
185,442

 
5,609

Home equity
24,660

 
27,391

 
11,382

 
25,938

 
1,275

Installment and credit cards
1,587

 
1,795

 
308

 
1,736

 
58

Residential mortgage
75,809

 
81,320

 
13,797

 
77,254

 
2,442

Total consumer
102,056

 
110,506

 
25,487

 
104,928

 
3,775

Total loans**
$
275,629

 
$
310,811

 
$
50,431

 
$
290,370

 
$
9,384

* Interest income recognized included $5 million of interest income recognized on accruing restructured loans for the year ended December 31, 2014 .
** The net recorded investment (defined as recorded investment, net of the related allowance) of the impaired loans represented 72% of of the unpaid principal balance at December 31, 2014.


86


Troubled Debt Restructurings (“Restructured Loans”):
Loans are considered restructured loans if concessions have been granted to borrowers that are experiencing financial difficulty. See Note 1 for the Corporation’s accounting policy for troubled debt restructurings. As of December 31, 2015 , there was approximately $7 million of commitments to lend additional funds to borrowers with restructured loans. The following table presents nonaccrual and performing restructured loans by loan portfolio.
 
December 31, 2015
 
December 31, 2014
 
December 31, 2013
 
Performing
Restructured
Loans
 
Nonaccrual
Restructured
Loans*
 
Performing
Restructured
Loans
 
Nonaccrual
Restructured
Loans*
 
Performing
Restructured
Loans
 
Nonaccrual
Restructured
Loans*
 
($ in Thousands)
Commercial and industrial
$
29,293

 
$
1,714

 
$
33,892

 
$
3,260

 
$
32,517

 
$
6,900

Commercial real estate — owner occupied
7,877

 
2,703

 
10,454

 
5,656

 
13,009

 
10,999

Commercial real estate — investor
21,915

 
3,936

 
23,127

 
15,216

 
44,946

 
18,069

Real estate construction
510

 
177

 
727

 
2,438

 
3,793

 
2,065

Home equity
7,069

 
4,522

 
8,209

 
4,838

 
8,197

 
4,441

Installment and credit cards
829

 
40

 
974

 
199

 
246

 
451

Residential mortgage
19,870

 
24,592

 
20,833

 
26,049

 
21,277

 
16,660

 
$
87,363

 
$
37,684

 
$
98,216

 
$
57,656

 
$
123,985

 
$
59,585

* Nonaccrual restructured loans have been included within nonaccrual loans.
The following table provides the number of loans modified in a troubled debt restructuring by loan portfolio during the years ended December 31, 2015 , 2014 and 2013 , respectively, and the recorded investment and unpaid principal balance as of December 31, 2015 , 2014 and 2013 , respectively.
 
Year Ended December 31, 2015
 
Year Ended December 31, 2014
 
Year Ended December 31, 2013
 
Number
of
Loans
 
Recorded
Investment(1)
 
Unpaid
Principal
Balance(2)
 
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
12

 
$
2,219

 
$
2,900

 
15

 
$
7,681

 
$
7,711

 
48

 
$
11,833

 
$
14,543

Commercial real estate — owner occupied
5

 
3,694

 
3,901

 
4

 
1,465

 
1,625

 
12

 
8,823

 
9,035

Commercial real estate — investor
5

 
21,573

 
21,640

 
6

 
6,097

 
6,521

 
25

 
26,480

 
28,516

Real estate construction
4

 
78

 
79

 
2

 
15

 
15

 
9

 
1,822

 
1,961

Home equity
88

 
3,103

 
3,249

 
117

 
3,913

 
4,308

 
82

 
3,991

 
4,242

Installment and credit cards
—

 
—

 
—

 
2

 
24

 
26

 
3

 
193

 
200

Residential mortgage
97

 
10,464

 
10,996

 
163

 
19,675

 
20,454

 
99

 
10,910

 
12,822

 
211

 
$
41,131

 
$
42,765

 
309

 
$
38,870

 
$
40,660

 
278

 
$
64,052

 
$
71,319

(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. For the year ended December 31, 2015 , restructured loan modifications of commercial and industrial, commercial real estate, and real estate construction loans primarily included maturity date extensions and payment schedule modifications. Restructured loan modifications of home equity and residential mortgage loans primarily included maturity date extensions, interest rate concessions, payment schedule modifications, non-reaffirmed Chapter 7 bankruptcies, or a combination of these concessions for the year ended December 31, 2015 .


87


The following table provides the number of loans modified in a troubled debt restructuring during the previous 12 months which subsequently defaulted during the years ended December 31, 2015 , 2014 , and 2013 , respectively, as well as the recorded investment in these restructured loans as of December 31, 2015 , 2014 , and 2013 , respectively.
 
Year Ended December 31, 2015
 
Year Ended December 31, 2014
 
Year Ended December 31, 2013
 
Number of
Loans
 
Recorded
Investment
 
Number of
Loans
 
Recorded
Investment
 
Number of
Loans
 
Recorded
Investment
 
($ in Thousands)
Commercial and industrial
2

 
$
197

 
1

 
$
52

 
15

 
$
1,493

Commercial real estate — owner occupied
—

 
—

 
3

 
785

 
4

 
542

Commercial real estate — investor
—

 
—

 
13

 
6,200

 
4

 
1,784

Real estate construction
—

 
—

 
1

 
160

 
4

 
80

Home equity
28

 
1,220

 
54

 
1,802

 
11

 
829

Installment and credit cards
—

 
—

 
3

 
34

 
—

 
—

Residential mortgage
61

 
6,815

 
80

 
10,032

 
26

 
4,528

 
91

 
$
8,232

 
155

 
$
19,065

 
64

 
$
9,256

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 5 GOODWILL AND INTANGIBLE ASSETS:
Goodwill:   Goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. See Note 1 for the Corporation’s accounting policy for goodwill and other intangible assets.
The Corporation conducted its most recent annual impairment testing in May 2015, utilizing a qualitative assessment. Factors that management considered in this assessment included macroeconomic conditions, industry and market considerations, overall financial performance of the Corporation and each reporting unit (both current and projected), changes in management strategy, and changes in the composition or carrying amount of net assets. In addition, management considered the increases in both the Corporation’s common stock price and in the overall bank common stock index (based on the S&P 400 Regional Bank Sub-Industry Index), as well as the Corporation’s earnings per common share trend over the past year. Based on these assessments, management concluded that the 2015 annual qualitative impairment assessment indicated that it is more likely than not that the estimated fair value exceeded the carrying value (including goodwill) for each reporting unit. Therefore, a step one quantitative analysis was not required. There were no events since the May 2015 impairment testing that have changed the Corporation's impairment assessment conclusion. There were no impairment charges recorded in 2015, 2014, or 2013.
At December 31, 2015 , the Corporation had goodwill of $969 million , compared to $929 million at December 31, 2014. There was an addition to the carrying amount of goodwill of approximately $40 million for the Ahmann & Martin Co. acquisition that occurred during the quarter ended March 31, 2015. See Note 2 for additional information on the Ahmann & Martin Co. acquisition.

88


Other Intangible Assets:   The Corporation has other intangible assets that are amortized, consisting of core deposit intangibles, other intangibles (primarily related to customer relationships acquired in connection with the Corporation’s insurance agency acquisitions), and mortgage servicing rights. There was an addition to the gross carrying amount of other intangibles of approximately $12 million for the customer relationships acquired with the Ahmann & Martin Co. acquisition that occurred during the quarter ended March 31, 2015. See Note 2 for additional information on the Ahmann & Martin Co. acquisition. For core deposit intangibles and other intangibles, changes in the gross carrying amount, accumulated amortization, and net book value were as follows.
 
2015
 
2014
 
2013
 
($ in Thousands)
Core deposit intangibles:
 
 
 
 
 
Gross carrying amount
$
19,545

 
$
36,230

 
$
36,230

Accumulated amortization
(19,152
)
 
(34,433
)
 
(31,565
)
Net book value
$
393

 
$
1,797

 
$
4,665

Amortization during the year
$
1,404

 
$
2,868

 
$
3,122

Other intangibles:
 
 
 
 
 
Gross carrying amount
$
31,398

 
$
19,283

 
$
19,283

Accumulated amortization
(15,333
)
 
(13,643
)
 
(12,764
)
Net book value
$
16,065

 
$
5,640

 
$
6,519

Additions during the period
$
12,115

 
$
—

 
$
—

Amortization during the year
$
1,690

 
$
879

 
$
921

The Corporation sells residential mortgage loans in the secondary market and typically retains the right to service the loans sold. Mortgage servicing rights are amortized in proportion to and over the period of estimated net servicing income, and assessed for impairment at each reporting date. See Note 1 for the Corporation’s accounting policy for mortgage servicing rights. See Note 16 for a discussion of the recourse provisions on sold residential mortgage loans. See Note 18 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.
 
2015
 
2014
 
2013
 
($ in Thousands)
Mortgage servicing rights
 
 
Mortgage servicing rights at beginning of year
$
61,379

 
$
64,193

 
$
61,425

Additions
12,372

 
8,253

 
18,256

Amortization
(11,601
)
 
(11,067
)
 
(15,488
)
Mortgage servicing rights at end of year
$
62,150

 
$
61,379

 
$
64,193

Valuation allowance at beginning of year
(1,234
)
 
(913
)
 
(15,476
)
(Additions) recoveries, net
425

 
(321
)
 
14,563

Valuation allowance at end of year
(809
)
 
(1,234
)
 
(913
)
Mortgage servicing rights, net
$
61,341

 
$
60,145

 
$
63,280

Fair value of mortgage servicing rights
$
70,686

 
$
66,342

 
$
74,444

Portfolio of residential mortgage loans serviced for others (“servicing portfolio”)
$
7,915,224

 
$
7,999,294

 
$
8,084,000

Mortgage servicing rights, net to servicing portfolio
0.77
%
 
0.75
%
 
0.78
%
Mortgage servicing rights expense (1)
$
11,176

 
$
11,388

 
$
925

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

89


The following table shows the estimated future amortization expense for amortizing intangible assets. The projections of amortization expense are based on existing asset balances, the current interest rate environment, and prepayment speeds as of December 31, 2015 . The actual amortization expense the Corporation recognizes in any given period may be significantly different depending upon acquisition or sale activities, changes in interest rates, prepayment speeds, market conditions, regulatory requirements, and events or circumstances that indicate the carrying amount of an asset may not be recoverable.
Estimated Amortization Expense
Core Deposit Intangibles
 
Other Intangibles
 
Mortgage Servicing Rights
 
($ in Thousands)
Year ending December 31,
 
 
 
 
 
2016
$
281

 
$
1,735

 
$
10,109

2017
112

 
1,702

 
8,415

2018
—

 
1,672

 
7,010

2019
—

 
1,373

 
5,894

2020
—

 
1,256

 
4,978

Beyond 2020
—

 
8,327

 
25,744

Total Estimated Amortization Expense
$
393

 
$
16,065

 
$
62,150

NOTE 6 PREMISES AND EQUIPMENT:
See Note 1 for the Corporation’s accounting policy for premises and equipment. A summary of premises and equipment at December 31 was as follows.
 
 
 
2015
 
2014
 
Estimated
Useful Lives
Cost
 
Accumulated
Depreciation
 
Net Book
Value
 
Net Book
Value
 
  
 
($ in Thousands)
 
 
Land
—

 
$
52,104

 
$
—

 
$
52,104

 
$
52,790

Land improvements
3 – 15 years

 
11,570

 
4,909

 
6,661

 
6,608

Buildings
5 – 39 years

 
261,418

 
119,986

 
141,432

 
139,702

Computers
3 – 5 years

 
37,875

 
31,503

 
6,372

 
7,518

Furniture, fixtures and other equipment
3 – 15 years

 
159,094

 
109,300

 
49,794

 
55,747

Leasehold improvements
3 – 15 years

 
31,769

 
20,526

 
11,243

 
12,323

Total premises and equipment
 
 
$
553,830

 
$
286,224

 
$
267,606

 
$
274,688

Depreciation and amortization of premises and equipment totaled $33 million in 2015 , $34 million in 2014 , and $33 million in 2013 .
The Corporation and certain subsidiaries are obligated under noncancelable operating leases for other facilities and equipment, certain of which provide for increased rentals based upon increases in cost of living adjustments and other operating costs. The approximate minimum annual rentals and commitments under these noncancelable agreements and leases with remaining terms in excess of one year are as follows.
 
($ in Thousands)
2016
$
10,417

2017
9,957

2018
8,678

2019
8,348

2020
7,583

Thereafter
17,968

Total
$
62,951

Total rental expense under leases, net of sublease income, totaled $13 million in 2015 , $11 million in 2014 , and $13 million in 2013 , respectively.

90


NOTE 7 DEPOSITS:
The distribution of deposits at December 31 was as follows.  
 
2015
 
2014
 
($ in Thousands)
Noninterest-bearing demand deposits
$
5,562,466

 
$
4,505,272

Savings deposits
1,334,420

 
1,235,277

Interest-bearing demand deposits
3,445,000

 
3,126,854

Money market deposits
9,102,977

 
8,324,646

Brokered certificates of deposit
42,443

 
42,556

Other time deposits
1,520,359

 
1,528,899

Total deposits
$
21,007,665

 
$
18,763,504

Time deposits of $100,000 or more were $466 million and $457 million at December 31, 2015 and 2014 , respectively. Time deposits of $250,000 or more were $127 million and $152 million at December 31, 2015 and 2014 , respectively.
Aggregate annual maturities of all time deposits at December 31, 2015 , are as follows.
Maturities During Year Ending December 31,
($ in Thousands)
2016
$
885,249

2017
161,528

2018
238,184

2019
151,161

2020
123,022

Thereafter
3,658

Total
$
1,562,802

NOTE 8 SHORT-TERM FUNDING:
Short-term funding at December 31 was as follows.
 
2015
 
2014
 
($ in Thousands)
Federal funds purchased
$
47,870

 
$
109,770

Securities sold under agreements to repurchase
383,568

 
384,221

Federal funds purchased and securities sold under agreements to repurchase
431,438

 
493,991

FHLB advances
335,000

 
500,000

Commercial paper
67,978

 
74,297

Other short-term funding
402,978

 
574,297

Total short-term funding
$
834,416

 
$
1,068,288

Securities sold under agreements to repurchase ("repurchase agreements")
The Corporation enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Corporation may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Corporation to repurchase the assets. The obligation to repurchase the securities is reflected as a liability on the Corporation’s consolidated balance sheets, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts (i.e., there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities). See Note 15 for additional disclosures on balance sheet offsetting.

The Corporation utilizes securities sold under agreements to repurchase to facilitate the needs of its customers. As of December 31, 2015, the Corporation pledged GSE mortgage-related securities with a fair value of $474 million as collateral for the repurchase agreements. Securities pledged as collateral under repurchase agreements are maintained with the Corporation's safekeeping agents and are monitored on a daily basis due to the market risk of fair value changes in the underlying securities. The Corporation

91


generally pledges excess securities to ensure there is sufficient collateral to satisfy short-term fluctuations in both the repurchase agreement balances and the fair value of the underlying securities.
The remaining contractual maturity of the securities sold under agreements to repurchase in the consolidated balance sheets as of December 31, 2015 is presented in the following table.
 
Remaining Contractual Maturity of the Agreements
December 31, 2015
Overnight and Continuous
Up to 30 days
30-90 days
Greater than 90 days
Total
 
 
 
($ in Thousands)
 
 
Repurchase agreements
 
 
 
 
 
     GSE securities
$
383,568

$
—

$
—

$
—

$
383,568

Total
$
383,568

$
—

$
—

$
—

$
383,568

Gross amounts of recognized liabilities for repurchase agreements
 
 
 
 
$
383,568


NOTE 9 LONG-TERM FUNDING:
The components of long-term funding (funding with original contractual maturities greater than one year) at December 31 were as follows.
 
2015
 
2014
 
($ in Thousands)
FHLB advances
$
1,750,225

 
$
3,000,260

Senior notes, at par
680,000

 
680,000

Subordinated notes, at par
250,000

 
250,000

Other long-term funding and capitalized costs
(875
)
 
(143
)
Total long-term funding
$
2,679,350

 
$
3,930,117

FHLB advances:   At December 31, 2015 , the long-term FHLB advances had a weighted average interest rate of 0.24% , compared to 0.11% at December 31, 2014 . The FHLB advances are indexed to the FHLB discount note and re-price at varying intervals. The advances offer flexible, low cost, long-term funding that improves the Corporation’s liquidity profile.
2011 Senior Notes:   In March 2011, the Corporation issued $300 million of senior notes due March 2016, and callable February 2016, with a 5.125% fixed coupon at a discount. In September 2011, the Corporation “re-opened” the offering and issued an additional $130 million of the same notes at a premium. These notes have been called for redemption.
2014 Senior Notes:   In November 2014, the Corporation issued $250 million of senior notes, due November 2019, and callable October 2019. The senior notes have a fixed coupon interest rate of 2.75% and were issued at a discount.
2014 Subordinated Notes:   In November 2014, the Corporation issued $250 million of 10-year subordinated notes, due January 2025, and callable October 2024. The subordinated notes have a fixed coupon interest rate of 4.25% and were issued at a discount.
Under agreements with the Federal Home Loan Bank of Chicago, FHLB advances (short-term and long-term) are secured by qualifying mortgages of the subsidiary bank (such as residential mortgage, residential mortgage loans held for sale, home equity, and commercial real estate) and by specific investment securities for certain FHLB advances. At December 31, 2015, the Corporation had $5.5 billion of total collateral capacity supported by residential mortgage and home equity loans. Total short-term and long-term FHLB advances outstanding at December 31, 2015, was $2.1 billion .
The table below summarizes the maturities of the Corporation’s long-term funding at December 31, 2015 .
Year
($ in Thousands)
2016
$
430,317

2017
27

2018
1,500,000

2019
499,617

2020
172

Thereafter
249,217

Total long-term funding
$
2,679,350


92


NOTE 10 STOCKHOLDERS' EQUITY:
Preferred Equity :  In September 2011, the Corporation issued 2,600,000 depositary shares, each representing a 1/40th interest in a share of the Corporation’s 8.00% Non-Cumulative Perpetual Preferred Stock, Series B, liquidation preference $1,000 per share (the “Series B Preferred Stock”). Dividends on the Series B Preferred Stock are payable quarterly in arrears only when, as and if declared by the Board of Directors at a rate per annum equal to 8.00% . Shares of the Series B Preferred Stock have priority over the Corporation’s common stock with regard to the payment of dividends and distributions upon liquidation, dissolution or winding up. As such, the Corporation may not pay dividends on or repurchase, redeem, or otherwise acquire for consideration shares of its common stock unless dividends for the Series B Preferred Stock have been declared for that period, and sufficient funds have been set aside to make payment. The Series B Preferred Stock may be redeemed by the Corporation at its option (i) either in whole or in part, from time to time, on any dividend payment date on or after the dividend payment date occurring on September 15, 2016 , or (ii) in whole but not in part, at any time within 90 days following certain regulatory capital treatment events, in each case at a redemption price of $1,000 per share (equivalent to $25 per depositary share), plus any applicable dividends. Except in certain limited circumstances, the Series B Preferred Stock does not have any voting rights.
On July 23, 2013 , the Board of Directors authorized the purchase of up to $10 million of the Corporation’s Series B Preferred Stock. During 2015 , the Corporation repurchased approximately 50,000 depositary shares for $1 million , while during 2014 the Corporation repurchased approximately 88,000 depositary shares for $2 million . As of December 31, 2015, approximately $5 million remained available under this repurchase authorization.
In June 2015, the Corporation issued 2,600,000 depositary shares, each representing a 1/40th interest in a share of the Corporation’s 6.125% Non-Cumulative Perpetual Preferred Stock, Series C, liquidation preference $1,000 per share (the “Series C Preferred Stock”). Dividends on the Series C Preferred Stock are payable quarterly in arrears only when, as and if declared by the Board of Directors at a rate per annum equal to 6.125% . Shares of the Series C Preferred Stock have priority over the Corporation’s common stock with regard to the payment of dividends and distributions upon liquidation, dissolution or winding up. As such, the Corporation may not pay dividends on or repurchase, redeem, or otherwise acquire for consideration shares of its common stock unless dividends for the Series C Preferred Stock have been declared for that period, and sufficient funds have been set aside to make payment. The Series C Preferred Stock may be redeemed by the Corporation at its option (i) either in whole or in part, from time to time, on any dividend payment date on or after the dividend payment date occurring on June 15, 2020 , or (ii) in whole but not in part, at any time within 90 days following certain regulatory capital treatment events, in each case at a redemption price of $1,000 per share (equivalent to $25 per depositary share), plus any applicable dividends. Except in certain limited circumstances, the Series C Preferred Stock does not have any voting rights.
On August 28, 2015 , the Board of Directors authorized the repurchase of up to $10 million of the Series C Preferred Stock. The Corporation has not repurchased any of the Series C Preferred Stock under this authorization. As of December 31, 2015 , $10 million remained available under this repurchase authorization.
See Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,” for additional information on the preferred equity purchased during the fourth quarter of 2015 .
Common Stock Warrants:   In November 2008, under the Capital Purchase Program, the Corporation issued a 10-year warrant to purchase approximately 4 million shares of common stock. The Common Stock Warrants have a term of 10 years and are exercisable at any time, in whole or in part, at an exercise price of $19.77 per share (subject to certain anti-dilution adjustments). On December 6, 2011 , the U.S. Department of Treasury closed an underwritten secondary public offering of the warrants, each representing the right to purchase one share of common stock, par value $0.01 per share, of the Corporation. The public offering price and the allocation of the warrants in the secondary public warrant offering by the U.S. Treasury were determined by an auction process and the Corporation received no proceeds from the public offering.
Subsidiary Equity:   At December 31, 2015 , subsidiary equity equaled $3.2 billion . See Note 19 for additional information on regulatory requirements for the Bank.
Stock Repurchases:   The Board of Directors authorized the repurchase of common stock during 2014 and 2015 . During 2015 , the Corporation repurchased 5 million shares for $93 million (or an average cost per common share of $18.73 ), all of which were returned to authorized but unissued shares. During 2014 , the Corporation repurchased 14 million shares for $259 million (or an average cost per common share of $18.12 ) of which, approximately 9 million shares were returned to authorized but unissued shares and the remaining were added to treasury stock. The Corporation also repurchased shares for minimum tax withholding settlements on equity compensation totaling approximately $5 million ( 285,000 shares at an average cost per common share of $17.87 ) during 2015 compared to repurchases of shares for minimum tax withholding settlements on equity compensation totaling approximately $4 million ( 225,000 shares at an average cost per common share of $16.50 ) for 2014 . As of December 31, 2015, approximately $108 million remained available to repurchase under previously approved Board of Director authorizations. See Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,”

93


for additional information on the common stock purchased during the fourth quarter of 2015 and see section, "Recent Developments," within Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," for stock repurchases subsequent to December 31, 2015. The repurchase of shares will be based on market and investment opportunities, capital levels, growth prospects, and regulatory constraints. Such repurchases may occur from time to time in open market purchases, block transactions, private transactions, accelerated share repurchase programs, or similar facilities.
Other Comprehensive Income (Loss):   See the Consolidated Statements of Comprehensive Income for a summary of activity in other comprehensive income (loss) and see Note 22 for a summary of the components of accumulated other comprehensive income (loss).
NOTE 11 STOCK-BASED COMPENSATION:
Stock-Based Compensation Plan:
In March 2013, the Board of Directors, with subsequent approval of the Corporation’s shareholders, approved the adoption of the 2013 Incentive Compensation Plan (“2013 Plan”). Under the 2013 Plan, options are generally exercisable up to 10 years from the date of grant, have an exercise price that is equal to the closing price of the Corporation’s stock on the grant date, and vest ratably over four years , while service-based restricted stock awards vest ratably over four years and performance-based restricted stock awards vest over the three year performance period. As of December 31, 2015 , approximately 11 million shares remained available for grant under the 2013 Plan.
The Corporation also issues restricted common stock and restricted common stock units to certain key employees (collectively referred to as “restricted stock awards”) under this plan. The shares of restricted stock are restricted as to transfer, but are not restricted as to dividend payment or voting rights. Restricted stock units receive dividend equivalents but do not have voting rights. The transfer restrictions lapse over three or four years , depending upon whether the awards are service-based or performance-based. Service-based awards are contingent upon continued employment or meeting the requirements for retirement, and performance-based awards are based on earnings per share performance goals, relative total shareholder return, and continued employment or meeting the requirements for retirement. The plan provides that restricted stock awards and stock options will immediately become fully vested upon retirement from the Corporation of those colleagues whose retirement meets the early retirement or normal retirement definitions under the plan (“retirement eligible colleagues”).
Accounting for Stock-Based Compensation:
The fair value of stock options granted is estimated on the date of grant using a Black-Scholes option pricing model, while the fair value of restricted stock awards is their fair market value on the date of grant. The fair values of stock options and restricted stock awards are amortized as compensation expense on a straight-line basis over the vesting period of the grants. Beginning with the 2014 grants, expenses related to stock options and restricted stock awards are fully recognized on the date the colleague meets the definition of normal or early retirement. Compensation expense recognized is included in personnel expense in the consolidated statements of income. See Note 1 for the Corporation's accounting policy on stock-based compensation.
Assumptions are used in estimating the fair value of stock options granted. The weighted average expected life of the stock option represents the period of time that stock options are expected to be outstanding and is estimated using historical data of stock option exercises and forfeitures. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is based on the implied volatility of the Corporation’s stock. The following assumptions were used in estimating the fair value for options granted in 2015 , 2014 and 2013 .
 
2015
 
2014
 
2013
Dividend yield
2.00
%
 
2.00
%
 
2.00
%
Risk-free interest rate
2.00
%
 
2.00
%
 
0.99
%
Weighted average expected volatility
20.00
%
 
20.00
%
 
34.35
%
Weighted average expected life
6 years

 
6 years

 
6 years

Weighted average per share fair value of options
$3.08
 
$3.00
 
$3.80
The Corporation is required to estimate potential forfeitures of stock grants and adjust compensation expense recorded accordingly. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized in the period of change and will also impact the amount of stock compensation expense to be recognized in future periods.


94


A summary of the Corporation’s stock option activity for 2015 , 2014 , and 2013 , is presented below.
Stock Options
Shares
 
Weighted Average
Exercise Price
 
Weighted Average
Remaining
Contractual Term
 
Aggregate
Intrinsic
Value (000s)
Outstanding at December 31, 2012
8,640,558

 
$
18.88

 
 
 
 
Granted
1,020,979

 
14.02

 
 
 
 
Exercised
(642,202
)
 
13.43

 
 
 
 
Forfeited or expired
(985,092
)
 
21.49

 
 
 
 
Outstanding at December 31, 2013
8,034,243

 
$
18.37

 
6.03
 
$
20,838

Options Exercisable at December 31, 2013
4,923,720

 
$
21.48

 
4.62
 
$
8,580

Granted
1,389,452

 
$
17.45

 
 
 
 
Exercised
(933,143
)
 
13.77

 
 
 
 
Forfeited or expired
(643,214
)
 
23.50

 
 
 
 
Outstanding at December 31, 2014
7,847,338

 
$
18.34

 
5.79
 
$
23,986

Options Exercisable at December 31, 2014
5,076,676

 
$
19.96

 
4.41
 
$
14,953

Granted
1,348,504

 
$
17.95

 
 
 
 
Exercised
(1,351,646
)
 
13.90

 
 
 
 
Forfeited or expired
(1,215,053
)
 
29.13

 
 
 
 
Outstanding at December 31, 2015
6,629,143

 
$
17.22

 
6.24
 
$
18,730

Options Exercisable at December 31, 2015
4,190,245

 
$
17.25

 
4.93
 
$
14,873

The following table summarizes information about the Corporation’s nonvested stock option activity for 2015 , 2014 , and 2013 .
Stock Options
Shares
 
Weighted Average
Grant Date Fair Value
Nonvested at December 31, 2012
4,036,595

 
$
5.11

Granted
1,020,979

 
3.80

Vested
(1,680,981
)
 
5.10

Forfeited
(266,070
)
 
5.05

Nonvested at December 31, 2013
3,110,523

 
$
4.69

Granted
1,389,452

 
3.00

Vested
(1,522,152
)
 
4.92

Forfeited
(207,161
)
 
4.38

Nonvested at December 31, 2014
2,770,662

 
$
3.74

Granted
1,348,504

 
3.08

Vested
(1,459,709
)
 
4.19

Forfeited
(220,559
)
 
3.28

Nonvested at December 31, 2015
2,438,898

 
$
3.15

Intrinsic value represents the amount by which the fair market value of the underlying stock exceeds the exercise price of the stock option. For the years ended December 31, 2015 , 2014 , and 2013 the intrinsic value of stock options exercised was $7 million , $4 million , and $2 million , respectively. The total fair value of stock options that vested was $6 million , $7 million and $9 million , respectively, for the years ended December 31, 2015 , 2014 , and 2013. For the years ended December 31, 2015 , 2014 , and 2013 , the Corporation recognized compensation expense of $4 million , $6 million , and $8 million respectively, for the vesting of stock options. Included in compensation expense for 2015 was approximately $710,000 of expense for the accelerated vesting of stock options granted to retirement eligible colleagues. At December 31, 2015 , the Corporation had $5 million of unrecognized compensation expense related to stock options that is expected to be recognized over the remaining requisite service periods that extend predominantly through the fourth quarter 2018 .

95


The following table summarizes information about the Corporation’s restricted stock activity for 2015 , 2014 , and 2013 .
Restricted Stock
Shares
 
Weighted Average
Grant Date Fair Value
Outstanding at December 31, 2012
932,425

 
$
13.60

Granted
1,276,868

 
14.03

Vested
(626,480
)
 
13.68

Forfeited
(71,048
)
 
13.92

Outstanding at December 31, 2013
1,511,765

 
$
13.92

Granted
1,177,168

 
17.35

Vested
(538,877
)
 
14.12

Forfeited
(167,930
)
 
15.26

Outstanding at December 31, 2014
1,982,126

 
$
15.79

Granted
1,173,847

 
18.09

Vested
(709,582
)
 
15.62

Forfeited
(196,363
)
 
16.87

Outstanding at December 31, 2015
2,250,028

 
$
17.03

The Corporation amortizes the expense related to restricted stock awards as compensation expense over the vesting period specified in the grant. Restricted stock awards granted during 2013 to executive officers will vest ratably over a three year period, while restricted stock awards granted during 2014 and 2015 will vest ratably over a four year period. Restricted stock awards granted to non-executives during 2013 , 2014 and 2015 will vest ratably over a four year period. Expense for restricted stock awards of approximately $15 million , $10 million , and $7 million was recorded for the years ended December 31, 2015 , 2014 , and 2013 , respectively. Included in compensation expense for 2015 was approximately $2 million of expense for the accelerated vesting of restricted stock awards granted to retirement eligible colleagues. The Corporation had $23 million of unrecognized compensation costs related to restricted stock awards at December 31, 2015 , that is expected to be recognized over the remaining requisite service periods that extend predominantly through fourth quarter 2018 .
The Corporation has the ability to issue shares from treasury or new shares upon the exercise of stock options or the granting of restricted stock awards. As described in Note 10, the Board of Directors has authorized management to repurchase shares of the Corporation’s common stock each quarter in the market, to be made available for issuance in connection with the Corporation’s employee incentive plans and for other corporate purposes. The repurchase of shares will be based on market and investment opportunities, capital levels, growth prospects, and regulatory constraints. Such repurchases may occur from time to time in open market purchases, block transactions, private transactions, accelerated share repurchase programs, or similar facilities.
NOTE 12 RETIREMENT PLANS:
The Corporation has a noncontributory defined benefit retirement plan (the Retirement Account Plan (“RAP”)) covering substantially all full-time employees. The benefits are based primarily on years of service and the employee’s compensation paid. Employees of acquired entities generally participate in the RAP after consummation of the business combinations. Any retirement plans of acquired entities are typically merged into the RAP after completion of the mergers, and credit is usually given to employees for years of service at the acquired institution for vesting and eligibility purposes. In connection with the First Federal acquisition in October 2004, the Corporation assumed the First Federal pension plan (the “First Federal Plan”). The First Federal Plan was frozen on December 31, 2004, and qualified participants in the First Federal Plan became eligible to participate in the RAP as of January 1, 2005. As of December 22, 2015, the First Federal Plan was merged into the RAP. Additional discussion and information on the RAP and the First Federal Plan are collectively referred to below as the “Pension Plan.”
The Corporation also provides healthcare access for eligible retired employees in its Postretirement Plan (the “Postretirement Plan”). Retirees who are at least 55 years of age with 5 years of service are eligible to participate in the Postretirement Plan. The Corporation has no plan assets attributable to the Postretirement Plan. The Corporation reserves the right to terminate or make changes to the Postretirement Plan at any time.

96


The funded status and amounts recognized in the 2015 and 2014 consolidated balance sheets, as measured on December 31, 2015 and 2014 , respectively, for the Pension and Postretirement Plans were as follows.
 
Pension
Plan
 
Postretirement
Plan
 
Pension
Plan
 
Postretirement
Plan
 
2015
 
2015
 
2014
 
2014
 
($ in Thousands)
Change in Fair Value of Plan Assets
 
 
 
 
 
 
 
Fair value of plan assets at beginning of year
$
303,496

 
$
—

 
$
282,000

 
$
—

Actual return on plan assets
495

 
—

 
15,255

 
—

Employer contributions
—

 
264

 
21,000

 
343

Gross benefits paid
(14,392
)
 
(264
)
 
(14,759
)
 
(343
)
Fair value of plan assets at end of year*
$
289,599

 
$
—

 
$
303,496

 
$
—

Change in Benefit Obligation
 
 
 
 
 
 
 
Net benefit obligation at beginning of year
$
171,333

 
$
3,578

 
$
154,624

 
$
3,288

Service cost
11,257

 
—

 
11,058

 
—

Interest cost
6,617

 
141

 
7,132

 
150

Actuarial (gain) loss
(3,032
)
 
(19
)
 
13,278

 
483

Gross benefits paid
(14,392
)
 
(264
)
 
(14,759
)
 
(343
)
Net benefit obligation at end of year*
$
171,783

 
$
3,436

 
$
171,333

 
$
3,578

Funded (unfunded) status
$
117,816

 
$
(3,436
)
 
$
132,163

 
$
(3,578
)
Noncurrent assets
117,816

 
—

 
132,163

 
—

Current liabilities
—

 
(274
)
 
—

 
(330
)
Noncurrent liabilities
—

 
(3,162
)
 
—

 
(3,248
)
Asset (Liability) Recognized in the Consolidated Balance Sheets
$
117,816

 
$
(3,436
)
 
$
132,163

 
$
(3,578
)
*
The fair value of the plan assets represented 169% and 177% of the net benefit obligation of the pension plan at December 31, 2015 and 2014 , respectively.
Amounts recognized in accumulated other comprehensive loss, net of tax, as of December 31, 2015 and 2014 follow.
 
Pension
Plan
 
Postretirement
Plan
 
Pension
Plan
 
Postretirement
Plan
 
2015
 
2015
 
2014
 
2014
 
($ in Thousands)
Prior service cost
$
122

 
$
—

 
$
153

 
$
—

Net actuarial loss
32,879

 
73

 
23,124

 
84

Amount not yet recognized in net periodic benefit cost, but recognized in accumulated other comprehensive loss
$
33,001

 
$
73

 
$
23,277

 
$
84

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) (“OCI”), net of tax, in 2015 and 2014 were as follows.
 
Pension Plan 2015
 
Postretirement Plan 2015
 
Pension Plan 2014
 
Postretirement Plan 2014
 
($ in Thousands)
Net gain (loss)
$
(17,911
)
 
$
19

 
$
(17,945
)
 
$
(483
)
Amortization of prior service cost
50

 
—

 
58

 
—

Amortization of actuarial gain (loss)
2,256

 
—

 
1,384

 
(35
)
Income tax (expense) benefit
5,880

 
(7
)
 
6,308

 
199

Total Recognized in OCI
$
(9,725
)
 
$
12

 
$
(10,195
)
 
$
(319
)

97


The components of net periodic benefit cost for the Pension and Postretirement Plans for 2015 , 2014 , and 2013 were as follows.
 
Pension Plan 2015
 
Postretirement Plan 2015
 
Pension Plan 2014
 
Postretirement Plan 2014
 
Pension Plan 2013
 
Postretirement Plan 2013
 
 
 
 
 
($ in Thousands)
 
 
 
 
Service cost
$
11,257

 
$
—

 
$
11,058

 
$
—

 
$
12,078

 
$
—

Interest cost
6,617

 
141

 
7,132

 
150

 
6,237

 
142

Expected return on plan assets
(21,438
)
 
—

 
(19,922
)
 
—

 
(17,647
)
 
—

Amortization of:
 
 
 
 
 
 
 
 
 
 
 
Prior service cost
50

 
—

 
58

 
—

 
72

 
—

Actuarial (gain) loss
2,256

 
—

 
1,384

 
(35
)
 
4,344

 
—

Total net pension cost
$
(1,258
)
 
$
141

 
$
(290
)
 
$
115

 
$
5,084

 
$
142

As of December 31, 2015 , the estimated actuarial losses and prior service cost that will be amortized during 2016 from accumulated other comprehensive income into net periodic benefit cost for the Pension Plan are $1.9 million and $0.1 million , respectively.
 
Pension Plan 2015
 
Postretirement Plan 2015
 
Pension Plan 2014
 
Postretirement Plan 2014
Weighted average assumptions used to determine benefit obligations:
 
 
 
 
 
 
 
Discount rate
4.30
%
 
4.30
%
 
4.00
%
 
4.00
%
Rate of increase in compensation levels
4.00

 
NA

 
4.00

 
NA

Weighted average assumptions used to determine net periodic benefit costs:
 
 
 
 
 
 
 
Discount rate
4.00
%
 
4.00
%
 
4.80
%
 
4.80
%
Rate of increase in compensation levels
4.00

 
NA

 
4.00

 
NA

Expected long-term rate of return on plan assets
7.50

 
NA

 
7.50

 
NA

The overall expected long-term rates of return on the Pension Plan assets were 7.50% at December 31, 2015 and 2014 . The expected long-term (more than 20 years) rate of return was estimated using market benchmarks for equities and bonds applied to the Pension Plan’s anticipated asset allocations. The expected return on equities was computed utilizing a valuation framework, which projected future returns based on current equity valuations rather than historical returns. The actual rate of return for the Pension Plan assets was 0.43% and 5.89% for 2015 and 2014 , respectively.
The Pension Plan’s investments are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risks associated with certain investments and the level of uncertainty related to changes in the value of the investments, it is at least reasonably possible that changes in risks in the near term could materially affect the amounts reported. The investment objective for the Pension Plan is to maximize total return with a tolerance for average risk. The plan has a diversified portfolio designed to provide liquidity, current income, and growth of income and principal, with anticipated asset allocation ranges of: equity securities 50 - 70% , fixed income securities 30 - 50% , other cash equivalents 0 - 5% , and alternative securities 0 - 15% . Based on changes in economic and market conditions, the Corporation could be outside of the allocation ranges for brief periods of time. The asset allocation for the Pension Plan as of the December 31, 2015 and 2014 measurement dates, respectively, by asset category were as follows.
Asset Category
2015
 
2014
Equity securities
60
%
 
64
%
Fixed income securities
40
%
 
35
%
Other
—
%
 
1
%
Total
100
%
 
100
%

98


The Pension Plan assets include cash equivalents, such as money market accounts, mutual funds, and common / collective trust funds (which include investments in equity and bond securities). Money market accounts are stated at cost plus accrued interest, mutual funds are valued at quoted market prices and investments in common / collective trust funds are valued at the amount at which units in the funds can be withdrawn. Based on these inputs, the following table summarizes the fair value of the Pension Plan’s investments as of December 31, 2015 and 2014 .
 
 
 
Fair Value Measurements Using
 
December 31, 2015
 
Level 1
 
Level 2
 
Level 3
 
($ in Thousands)
Pension Plan Investments:
 
 
 
 
 
 
 
Money market account
$
481

 
$
481

 
$
—

 
$
—

Mutual funds
168,982

 
168,982

 
—

 
—

Common /collective trust funds
120,136

 
—

 
120,136

 
—

Total Pension Plan Investments
$
289,599

 
$
169,463

 
$
120,136

 
$
—

 
 
 
Fair Value Measurements Using
 
December 31, 2014
 
Level 1
 
Level 2
 
Level 3
 
($ in Thousands)
Pension Plan Investments:
 
 
 
 
 
 
 
Money market account
$
2,868

 
$
2,868

 
$
—

 
$
—

Mutual funds
185,483

 
185,483

 
—

 
—

Common /collective trust funds
115,145

 
—

 
115,145

 
—

Total Pension Plan Investments
$
303,496

 
$
188,351

 
$
115,145

 
$
—

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 projected benefit payments for the Pension and Postretirement Plans at December 31, 2015 , reflecting expected future services, were as follows. The projected benefit payments were calculated using the same assumptions as those used to calculate the benefit obligations listed above.
 
Pension Plan
 
Postretirement Plan
 
($ in Thousands)
Estimated future benefit payments:
 
 
 
2016
$
14,218

 
$
274

2017
13,885

 
257

2018
12,825

 
263

2019
12,580

 
250

2020
12,767

 
247

2021-2025
66,722

 
1,189

The health care trend rate is an assumption as to how much the Postretirement Plan’s medical costs will increase each year in the future. The health care trend rate assumption for pre-65 coverage is 8.5% for 2015 , and 0.5% - 0.25% lower in each succeeding year, to an ultimate rate of 5% for 2024 and future years. The health care trend rate assumption for post-65 coverage is 8.0% for 2015 , and 0.5% - 0.25% lower in each succeeding year, to an ultimate rate of 5% for 2023 and future years.
A one percentage point change in the assumed health care cost trend rate would have the following effect.
 
2015
 
2014
 
100 bp Increase
 
100 bp Decrease
 
100 bp Increase
 
100 bp Decrease
 
($ in Thousands)
Effect on total of service and interest cost
$
15

 
$
(13
)
 
$
13

 
$
(11
)
Effect on postretirement benefit obligation
$
357

 
$
(310
)
 
$
316

 
$
(277
)

99


The Corporation also has a 401(k) and Employee Stock Ownership Plan (the “401(k) plan”). The Corporation’s contribution is determined by the Compensation and Benefits Committee of the Board of Directors. Total expense related to contributions to the 401(k) plan was $11 million , $11 million , and $10 million in 2015 , 2014 , and 2013 , respectively.
NOTE 13 INCOME TAXES:
The current and deferred amounts of income tax expense (benefit) were as follows.
 
Years Ended December 31,
 
2015
 
2014
 
2013
 
($ in Thousands)
Current:
 
 
 
 
 
Federal
$
82,449

 
$
74,646

 
$
50,628

State
2,560

 
1,000

 
2,653

Total current
85,009

 
75,646

 
53,281

Deferred:
 
 
 
 
 
Federal
(10,606
)
 
(805
)
 
16,409

State
7,084

 
10,695

 
9,511

Total deferred
(3,522
)
 
9,890

 
25,920

Total income tax expense
$
81,487

 
$
85,536

 
$
79,201

Temporary differences between the amounts reported in the financial statements and the tax bases of assets and liabilities resulted in deferred taxes. Deferred tax assets and liabilities at December 31 were as follows.
 
2015
 
2014
 
($ in Thousands)
Deferred tax assets:
 
 
 
Allowance for loan losses
$
106,258

 
$
99,219

Allowance for other losses
10,906

 
11,609

Accrued liabilities
6,802

 
5,773

Deferred compensation
31,677

 
31,392

State net operating losses
14,154

 
22,640

Nonaccrual interest
1,901

 
2,383

Other
5,811

 
7,929

Total deferred tax assets
177,509

 
180,945

Deferred tax liabilities:
 
 
 
FHLB stock dividends
2,165

 
6,367

Prepaid expenses
69,396

 
68,955

Goodwill
25,770

 
24,049

Mortgage banking activities
15,704

 
13,147

Deferred loan fee income
17,770

 
21,199

State deferred taxes
6,366

 
9,011

Lease financing
3,042

 
2,313

Bank premises and equipment
7,491

 
9,532

Other
9,062

 
5,501

Total deferred tax liabilities
156,766

 
160,074

Net deferred tax assets
20,743

 
20,871

Tax effect of unrealized (gain) loss related to available for sale securities
219

 
(10,902
)
Tax effect of unrealized loss related to pension and postretirement benefits
20,404

 
14,468

 
20,623

 
3,566

Net deferred tax assets including items with tax effect recorded directly to OCI
$
41,366

 
$
24,437


100


At December 31, 2015 and 2014 , there was no valuation allowance for deferred tax assets. Management has determined that it is more likely than not that these assets could be realized through carry back to taxable income in prior years, future reversals of existing taxable temporary differences and future taxable income.  This conclusion is based on the Corporation's historical earnings, its current level of earnings and prospects for continued growth and profitability.

At December 31, 2015 , the Corporation had state net operating loss carryforwards of $179 million (of which, $32 million was acquired from various acquisitions) that will begin expiring in 2030.
The effective income tax rate differs from the statutory federal tax rate. The major reasons for this difference were as follows.
 
2015
 
2014
 
2013
Federal income tax rate at statutory rate
35.0
 %
 
35.0
 %
 
35.0
 %
Increases (decreases) resulting from:
 
 
 
 
 
Tax-exempt interest and dividends
(5.0
)%
 
(4.6
)%
 
(4.5
)%
State income taxes (net of federal benefit)
2.3
 %
 
2.8
 %
 
2.9
 %
Bank owned life insurance
(1.2
)%
 
(1.7
)%
 
(1.5
)%
Federal tax credits
(0.5
)%
 
(1.4
)%
 
(1.0
)%
Tax reserve adjustments
(0.6
)%
 
0.7
 %
 
(1.9
)%
Other
0.2
 %
 
0.2
 %
 
0.6
 %
Effective income tax rate
30.2
 %
 
31.0
 %
 
29.6
 %
Savings banks acquired by the Corporation in 1997 and 2004 qualified under provisions of the Internal Revenue Code that permitted them to deduct from taxable income an allowance for bad debts that differed from the provision for such losses charged to income for financial reporting purposes. Accordingly, no provision for income taxes has been made for $100 million of retained income at December 31, 2015 . If income taxes had been provided, the deferred tax liability would have been approximately $40 million . Management does not expect this amount to become taxable in the future, therefore, no provision for income taxes has been made.
The Corporation and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Corporation’s federal income tax returns are open and subject to examination from the 2012 tax return year and forward. The years open to examination by state and local government authorities varies by jurisdiction.
A reconciliation of the beginning and ending amount of unrecognized tax benefits was as follows.
 
2015
 
2014
 
($ in Millions)
Balance at beginning of year
$
9

 
$
6

Additions (subtractions) for tax positions related to prior years
(2
)
 
1

Additions for tax positions related to current year
2

 
2

Balance at end of year
$
9

 
$
9

At both December 31, 2015 and 2014 , the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $6 million .
The Corporation recognizes interest and penalties accrued related to unrecognized tax benefits in the income tax expense line of the consolidated statements of income. Interest and penalty expense (benefit) was $(1) million and $1 million , as of December 31, 2015 and 2014, respectively. Accrued interest and penalties were $2 million and $3 million as of December 31, 2015 and 2014, respectively. Management does not anticipate significant adjustments to the total amount of unrecognized tax benefits within the next twelve months.
NOTE 14 DERIVATIVE AND HEDGING ACTIVITIES:
The Corporation facilitates customer borrowing activity by providing various interest rate risk management, commodity hedging, and foreign currency exchange solutions through its capital markets area. To date, all of the notional amounts of customer transactions have been matched with a mirror hedge with another counterparty. The Corporation has used, and may use again in the future, derivative instruments to hedge the variability in interest payments or protect the value of certain assets and liabilities recorded on its consolidated balance sheets from changes in interest rates. The predominant derivative and hedging activities include interest rate-related instruments (swaps and caps), foreign currency exchange forwards, commodity contracts, written

101


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 and commodity-related instruments generally contain language outlining collateral pledging requirements for each counterparty. Collateral must be posted when the market value exceeds certain mutually agreed upon threshold limits. The Corporation was required to pledge $9 million of investment securities as collateral at December 31, 2015 , and pledged $11 million of investment securities as collateral at December 31, 2014 . Federal regulations require the Corporation to clear all LIBOR interest rate swaps through a clearing house if it can be cleared. As such, the Corporation is required to pledge cash collateral for the margin. At December 31, 2015 , the Corporation posted cash collateral for the margin of $22 million , compared to $15 million at December 31, 2014 .
The Corporation’s derivative and hedging instruments are recorded at fair value on the consolidated balance sheets. The fair value of the Corporation’s interest rate-related instruments is determined using discounted cash flow analysis on the expected cash flows of each derivative and also includes a nonperformance / credit risk component (credit valuation adjustment). See Note 18 for additional fair value information and disclosures and see Note 1 for the Corporation’s accounting policy for derivative and hedging activities.
The table below identifies the balance sheet category and fair values of the Corporation’s free standing derivative instruments, which are not designated as hedging instruments.
 
Notional
Amount
 
Fair
Value
 
Balance Sheet
Category
 
Weighted Average
($ in Thousands)
Receive Rate (1)
 
Pay Rate (1)
 
Maturity
December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
Interest rate-related instruments — customer and mirror
$
1,665,965

 
$
29,391

 
Trading assets
 
1.56
%
 
1.56
%
 
41 months

Interest rate-related instruments — customer and mirror
1,665,965

 
(30,886
)
 
Trading liabilities
 
1.56
%
 
1.56
%
 
41 months

Interest rate lock commitments (mortgage)
271,530

 
958

 
Other assets
 
—

 
—

 
—

Forward commitments (mortgage)
231,798

 
403

 
Other assets
 
—

 
—

 
—

Foreign currency exchange forwards
72,976

 
1,532

 
Trading assets
 
—

 
—

 
—

Foreign currency exchange forwards
65,649

 
(1,398
)
 
Trading liabilities
 
—

 
—

 
—

Commodity contracts
44,380

 
1,269

 
Trading assets
 
—

 
—

 
—

Commodity contracts
44,256

 
(1,146
)
 
Trading liabilities
 
—

 
—

 
—

Purchased options (time deposit)
104,582

 
2,715

 
Other assets
 
—

 
—

 
—

Written options (time deposit)
104,582

 
(2,715
)
 
Other liabilities
 
—

 
—

 
—

December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
Interest rate-related instruments — customer and mirror
$
1,636,480

 
$
33,023

 
Trading assets
 
1.60
%
 
1.60
%
 
42 months

Interest rate-related instruments — customer and mirror
1,636,480

 
(35,372
)
 
Trading liabilities
 
1.60
%
 
1.60
%
 
42 months

Interest rate lock commitments (mortgage)
126,379

 
1,947

 
Other assets
 
—

 
—

 
—

Forward commitments (mortgage)
234,500

 
(2,435
)
 
Other liabilities
 
—

 
—

 
—

Foreign currency exchange forwards
60,742

 
2,140

 
Trading assets
 
—

 
—

 
—

Foreign currency exchange forwards
56,573

 
(1,957
)
 
Trading liabilities
 
—

 
—

 
—

Purchased options (time deposit)
110,347

 
6,054

 
Other assets
 
—

 
—

 
—

Written options (time deposit)
110,347

 
(6,054
)
 
Other liabilities
 
—

 
—

 
—

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


102


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.
($ in Thousands)
Income Statement Category of
Gain / (Loss) Recognized in Income
Gain / (Loss)
Recognized in Income
Year ended December 31, 2015
 
 
Interest rate-related instruments — customer and mirror, net
Capital market fees, net
$
854

Interest rate lock commitments (mortgage)
Mortgage banking, net
(989
)
Forward commitments (mortgage)
Mortgage banking, net
2,838

Foreign currency exchange forwards
Capital market fees, net
(49
)
Commodity contracts
Capital market fees, net
123

Year ended December 31, 2014
 
 
Interest rate-related instruments — customer and mirror, net
Capital market fees, net
$
486

Interest rate lock commitments (mortgage)
Mortgage banking, net
1,531

Forward commitments (mortgage)
Mortgage banking, net
(3,736
)
Foreign currency exchange forwards
Capital market fees, net
90

Free Standing Derivatives
The Corporation enters into various derivative contracts which are designated as free standing derivative contracts. Free standing derivative products are entered into primarily for the benefit of commercial customers seeking to manage their exposures to interest rate risk, foreign currency, and commodity prices. These derivative contracts are not designated against specific assets and liabilities on the balance sheet or forecasted transactions and, therefore, do not qualify for hedge accounting treatment. Such derivative contracts are carried at fair value on the consolidated balance sheets with changes in the fair value recorded as a component of Capital market fees, net, and typically include interest rate-related instruments (swaps and caps). See Note 15 for additional information and disclosures on balance sheet offsetting.
Interest rate-related instruments: The Corporation provides interest rate risk management services to commercial customers, primarily forward interest rate swaps and caps. 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.
Foreign currency exchange derivatives: The Corporation provides foreign exchange services to customers, primarily forward contracts. Our customers enter into a foreign currency exchange forward with the Corporation as a means for them to mitigate exchange rate risk. The Corporation mitigates its risk by then entering into an offsetting foreign exchange derivative contract. Such foreign exchange contracts are carried at fair value on the consolidated balance sheet with changes in fair value recorded as a component of Capital market fees, net.
Commodity derivatives: Commodity contracts are entered into primarily for the benefit of commercial customers seeking to manage their exposure to fluctuating commodity prices. The Corporation mitigates its risk by then entering into an offsetting commodity derivative contract. Commodity contracts are carried at fair value on the consolidated balance sheets with changes in fair value recorded as a component of Capital market fees, net. The Corporation entered into its first commodity contracts in October 2015.
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.
Written and purchased option derivatives (time deposit)
Historically, the Corporation had entered into written and purchased option derivative instruments to facilitate an equity linked time deposit product (the “Power CD”), which the Corporation ceased offering in September 2013. The Power CD was a time deposit that provided the purchaser a guaranteed return of principal at maturity plus a potential equity return (a written option), while the Corporation received a known stream of funds based on the equity return (a purchased option). The written and purchased options are mirror derivative instruments which are carried at fair value on the consolidated balance sheets.

103


NOTE 15 BALANCE SHEET OFFSETTING:
Interest Rate-Related Instruments and Commodity Contracts (“Interest and Commodity Agreements”)
The Corporation enters into interest rate-related instruments to facilitate the interest rate risk management strategies of commercial customers. The Corporation also enters into commodity contracts to manage commercial customers exposure to fluctuating commodity prices. The Corporation mitigates these risks by entering into equal and offsetting interest and commodity agreements with highly rated third party financial institutions. The Corporation is party to master netting arrangements with its financial institution counterparties that creates a single net settlement of all legal claims or obligations to pay or receive the net amount of settlement of the individual interest and commodity agreements. Collateral, usually in the form of investment securities and cash, is posted by the counterparty with net liability positions in accordance with contract thresholds. The Corporation does not offset assets and liabilities under these arrangements for financial statement presentation purposes. See Note 14 for additional information on the Corporation’s derivative and hedging activities.
Securities Sold Under Agreements to Repurchase (“Repurchase Agreements”)
The Corporation enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. These repurchase agreements are accounted for as collateralized financing arrangements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities (i.e., there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities). The right of set-off for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Corporation be in default (e.g., fails to make an interest payment to the counterparty). In addition, the Corporation does not enter into reverse repurchase agreements; therefore, there is no such offsetting to be done with the repurchase agreements. See Note 8 for additional disclosures on repurchase agreements.
The following table presents the assets and liabilities subject to an enforceable master netting arrangement. The interest and commodity agreements we have with our commercial customers are not subject to an enforceable master netting arrangement, and therefore, are excluded from this table.
 
Gross
amounts
recognized
 
 
 
Gross amounts not offset
in the balance sheet
 
 
 
Gross amounts
offset in the
balance sheet
 
Net amounts
presented in
the balance sheet
 
Financial
instruments
 
Collateral
 
Net amount
 
($ in Thousands)
 
 
December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
Derivative assets:
 
 
 
 
 
 
 
 
 
 
 
Interest and commodity agreements
$
1,466

 
$
—

 
$
1,466

 
$
(1,466
)
 
$
—

 
$
—

Derivative liabilities:
 
 
 
 
 
 
 
 
 
 
 
Interest and commodity agreements
$
30,200

 
$
—

 
$
30,200

 
$
(1,466
)
 
$
(28,734
)
 
$
—

December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
Derivative assets:
 
 
 
 
 
 
 
 
 
 
 
Interest rate-related instruments
$
558

 
$
—

 
$
558

 
$
(558
)
 
$
—

 
$
—

Derivative liabilities:
 
 
 
 
 
 
 
 
 
 
 
Interest rate-related instruments
$
34,087

 
$
—

 
$
34,087

 
$
(558
)
 
$
(26,105
)
 
$
7,424

NOTE 16 COMMITMENTS, OFF-BALANCE SHEET ARRANGEMENTS, AND CONTINGENT LIABILITIES:
The Corporation utilizes a variety of financial instruments in the normal course of business to meet the financial needs of its customers and to manage its own exposure to fluctuations in interest rates. These financial instruments include lending-related and other commitments (see below) as well as derivative instruments (see Note 14 ). The following is a summary of lending-related commitments.
 
2015
 
2014
 
($ in Thousands)
Commitments to extend credit, excluding commitments to originate residential mortgage loans held for sale(1)(2)
$
7,402,518

 
$
6,884,411

Commercial letters of credit(1)
9,945

 
9,179

Standby letters of credit(3)
296,508

 
353,292



104


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 December 31, 2015 or 2014 .
2)
Interest rate lock commitments to originate residential mortgage loans held for sale are considered derivative instruments and are disclosed in Note 14 .
3)
The Corporation has established a liability of $3 million at December 31, 2015 compared to $4 million at December 31, 2014 , as an estimate of the fair value of these financial instruments.
Lending-related Commitments
As a financial services provider, the Corporation routinely enters into commitments to extend credit. Such commitments are subject to the same credit policies and approval process accorded to loans made by the Corporation, with each customer’s creditworthiness evaluated on a case-by-case basis. The commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. The Corporation’s exposure to credit loss in the event of nonperformance by the other party to these financial instruments is represented by the contractual amount of those instruments. The amount of collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on management’s credit evaluation of the customer. Since a significant portion of commitments to extend credit are subject to specific restrictive loan covenants or may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements. An allowance for unfunded commitments is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to unfunded commitments (including unfunded loan commitments and letters of credit). The allowance for unfunded commitments totaled $24 million at December 31, 2015 compared to $25 million at December 31, 2014 , and is included in accrued expenses and other liabilities on the consolidated balance sheets. See Note 1 for the Corporation’s accounting policy on the allowance for unfunded commitments. See Note 4 for additional information on the allowance for unfunded commitments.
Lending-related commitments include commitments to extend credit, commitments to originate residential mortgage loans held for sale, commercial letters of credit, and standby letters of credit. Commitments to extend credit are legally binding agreements to lend to customers at predetermined interest rates, as long as there is no violation of any condition established in the contracts. Interest rate lock commitments to originate residential mortgage loans held for sale and forward commitments to sell residential mortgage loans are considered derivative instruments, and the fair value of these commitments is recorded on the consolidated balance sheets. The Corporation’s derivative and hedging activity is further described in Note 14 . 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 unconsolidated projects including low-income housing, new market tax credit projects, and historic tax credit projects to promote the revitalization of primarily 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 December 31, 2015 , was $52 million , compared to $27 million at December 31, 2014 , included in other assets on the consolidated balance sheets. Related to these investments, the Corporation had remaining commitments to fund of $61 million at December 31, 2015 , and $28 million at December 31, 2014 .
Contingent Liabilities
The Corporation is party to various pending and threatened claims and legal proceedings arising in the normal course of business activities, some of which involve claims for substantial amounts. Although there can be no assurance as to the ultimate outcomes, the Corporation believes it has meritorious defenses to the claims asserted against it in its 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.

105


Accordingly, management’s estimate will change from time to time, and actual losses may be more or less than the current estimate. For matters where a loss is not probable, or the amount of the loss cannot be estimated, no accrual is established.
Resolution of legal claims is inherently unpredictable, and in many legal proceedings various factors exacerbate this inherent unpredictability, including where the damages sought are unsubstantiated or indeterminate, it is unclear whether a case brought as a class action will be allowed to proceed on that basis, discovery is not complete, the proceeding is not yet in its final stages, the matters present legal uncertainties, there are significant facts in dispute, there are a large number of parties (including where it is uncertain how liability, if any, will be shared among multiple defendants), or there is a wide range of potential results.

A lawsuit, R.J. ZAYED v. Associated Bank, N.A. , was filed in the United States District Court for the District of Minnesota on January 29, 2013. The lawsuit relates to a Ponzi scheme perpetrated by Oxford Global Partners and related entities (“Oxford”) and individuals and was brought by the receiver for Oxford. Oxford was a depository customer of the Bank. The lawsuit claims that the Bank is liable for failing to uncover the Oxford Ponzi scheme, and specifically alleges the Bank aided and abetted (1) the fraudulent scheme; (2) a breach of fiduciary duty; (3) conversion; and (4) false representations and omissions. The lawsuit seeks unspecified consequential and punitive damages. The District Court granted the Bank’s motion to dismiss the complaint on September 30, 2013. On March 2, 2015, the U.S. Court of Appeals for the Eighth Circuit reversed the District Court and remanded the case back to the District Court for further proceedings. It is not possible for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss at this time. A lawsuit by investors in the same Ponzi scheme, Herman Grad, et al v. Associated Bank, N.A., brought in Brown County, Wisconsin in October 2009 was dismissed by the circuit court, and the dismissal was affirmed by the Wisconsin Court of Appeals in June 2011 in an unpublished opinion.

On May 22, 2015, the Bank entered into a Conciliation Agreement ("Conciliation Agreement") with the U.S. Department of Housing and Urban Development ("HUD") which resolved the HUD investigation into the Bank's lending practices during the years 2008-2010. The Bank's commitments under the Conciliation Agreement are spread over a three -year period and include commitments to do the following in minority communities: make mortgage loans of approximately $196 million ; open one branch and four loan production offices; establish special financing programs; make affordable home repair grants; engage in affirmative marketing outreach; provide financial education programs; and make grants to support community reinvestment training and education. The cost of these commitments will be spread over four calendar years and is not expected to have a material impact on the Corporation's financial condition or results of operation.

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

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

Two complaints were filed against the Bank on January 11, 2016 in the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division in connection with the In re: World Marketing Chicago, LLC, et al Chapter 11 bankruptcy proceeding. In the first complaint, The Official Committee of Unsecured Creditors of World Marketing Chicago, LLC, et al v. Associated Bank, N.A., the plaintiff seeks to avoid guarantees and pledges of collateral given by the debtors to secure a revolving financing commitment of $6 million to the debtors’ parent company from the Bank. The plaintiff alleges a variety of legal theories under federal and state law, including fraudulent conveyance, preferential transfer and conversion, in support of its position. The plaintiff seeks return of approximately $4 million paid to the Bank and the avoidance of the security interest in the collateral securing the remaining approximately $1 million of indebtedness to the Bank. The Bank intends to vigorously defend this lawsuit. In the second complaint, American Funds Service Company v. Associated Bank, N.A., the plaintiff alleges that approximately $600,000 of funds it had advanced to the World Marketing entities to apply towards future postage fees was swept by the Bank from World Marketing’s bank accounts. Plaintiff seeks the return of such funds from the Bank under several theories, including Sec. 541(d) of the Bankruptcy Code, the creation of a resulting trust, and unjust enrichment. The Bank intends to vigorously defend this 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 with respect to these two lawsuits.


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Mortgage Repurchase Reserve
The Corporation sells residential mortgage loans to investors in the normal course of business. Residential mortgage loans sold to others are predominantly conventional residential first lien mortgages originated under our usual underwriting procedures, and are most often sold on a nonrecourse basis, primarily to the GSEs. The Corporation’s agreements to sell residential mortgage loans in the normal course of business usually require certain representations and warranties on the underlying loans sold, related to credit information, loan documentation, collateral, and insurability. Subsequent to being sold, if a material underwriting deficiency or documentation defect is discovered, the Corporation may be obligated to repurchase the loan or reimburse the GSEs for losses incurred (collectively, “make whole requests”). The make whole requests and any related risk of loss under the representations and warranties are largely driven by borrower performance.
As a result of make whole requests, the Corporation has repurchased loans with principal balances of $3 million and $5 million during the years ended December 31, 2015 and 2014 , respectively, and paid loss reimbursement or settlement claims of approximately $133,000 and $734,000 for the years ended December 31, 2015 and 2014 , respectively. Make whole requests during 2014 and 2015 generally arose from loans sold during the period of January 1, 2006 to December 31, 2015 , which total $19.9 billion at the time of sale, and consisted primarily of loans sold to GSEs. As of December 31, 2015 , approximately $7.5 billion of these sold loans remain outstanding.

The balance in the mortgage repurchase reserve at the balance sheet date reflects the estimated amount of potential loss the Corporation could incur from repurchasing a loan, as well as loss reimbursements, indemnifications, and other settlement resolutions. The following summarizes the changes in the mortgage repurchase reserve for the years ended as follows.
 
2015
 
2014
 
($ in Thousands)
Balance at beginning of year
$
3,258

 
$
5,737

Repurchase provision expense
428

 
505

Adjustments to provision expense
(2,450
)
 
(2,250
)
Charge offs, net
(39
)
 
(734
)
Balance at end of year
$
1,197

 
$
3,258

The Corporation may also sell residential mortgage loans with limited recourse (limited in that the recourse period ends prior to the loan’s maturity, usually after certain time and / or loan paydown criteria have been met), whereby repurchase could be required if the loan had defined delinquency issues during the limited recourse periods. At December 31, 2015 , and December 31, 2014 , there were approximately $68 million and $46 million , respectively, of residential mortgage loans sold with such recourse risk. There have been limited instances and immaterial historical losses on repurchases for recourse under the limited recourse criteria.
The Corporation has a subordinate position to the FHLB in the credit risk on residential mortgage loans it sold to the FHLB in exchange for a monthly credit enhancement fee. The Corporation has not sold loans to the FHLB with such credit risk retention since February 2005. At December 31, 2015 and December 31, 2014 , there were $132 million and $178 million , respectively, of such residential mortgage loans with credit risk recourse, upon which there have been negligible historical losses to the Corporation.

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NOTE 17 PARENT COMPANY ONLY FINANCIAL INFORMATION:
Presented below are condensed financial statements for the Parent Company.
BALANCE SHEETS
 
December 31,
 
2015
 
2014
 
($ in Thousands)
ASSETS
 
 
 
Cash and due from banks
$
610,862

 
$
523,103

Investment securities available for sale, at fair value
61,847

 
76,159

Investment in subsidiaries
3,211,685

 
3,166,080

Other assets
73,781

 
94,332

Total assets
$
3,958,175

 
$
3,859,674

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Commercial paper
$
67,978

 
$
74,297

Senior notes, at par
680,000

 
680,000

Subordinated notes, at par
250,000

 
250,000

Long-term funding capitalized costs
(875
)
 
(143
)
Total long-term funding
929,125

 
929,857

Accrued expenses and other liabilities
23,826

 
55,269

Total liabilities
1,020,929

 
1,059,423

Preferred equity
121,379

 
59,727

Common equity
2,815,867

 
2,740,524

Total stockholders’ equity
2,937,246

 
2,800,251

Total liabilities and stockholders’ equity
$
3,958,175

 
$
3,859,674

STATEMENTS OF INCOME
 
For the Years Ended December 31,
 
2015
 
2014
 
2013
 
($ in Thousands)
INCOME
 
 
 
 
 
Dividends from subsidiaries
$
205,000

 
$
223,000

 
$
262,000

Interest income on notes receivable
—

 
1,264

 
1,988

Other income
8,441

 
9,682

 
7,742

Total income
213,441

 
233,946

 
271,730

EXPENSE
 
 
 
 
 
Interest expense on short and long-term funding
39,576

 
24,847

 
27,167

Other expense
4,684

 
745

 
8,029

Total expense
44,260

 
25,592

 
35,196

Income before income tax benefit and equity in undistributed net income (loss) of subsidiaries
169,181

 
208,354

 
236,534

Income tax benefit
(1,665
)
 
(5,801
)
 
(7,086
)
Income before equity in undistributed net income (loss) of subsidiaries
170,846

 
214,155

 
243,620

Equity in undistributed net income (loss) of subsidiaries
17,455

 
(23,646
)
 
(54,928
)
Net income
188,301

 
190,509

 
188,692

Preferred stock dividends
7,155

 
5,002

 
5,158

Net income available to common equity
$
181,146

 
$
185,507

 
$
183,534


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STATEMENTS OF CASH FLOWS
 
For the Years Ended December 31,
 
2015
 
2014
 
2013
 
($ in Thousands)
OPERATING ACTIVITIES
 
 
 
 
 
Net income
$
188,301

 
$
190,509

 
$
188,692

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
(Increase) decrease in equity in undistributed net income of subsidiaries
(17,455
)
 
23,646

 
54,928

Gain on sales of investment securities, net
—

 
(214
)
 
(456
)
Gain on sales of assets and impairment write-downs, net
(5,673
)
 
(5,609
)
 
(1,007
)
Net change in other assets and other liabilities
(10,997
)
 
(14,022
)
 
(103,954
)
Net cash provided by operating activities
154,176

 
194,310

 
138,203

INVESTING ACTIVITIES
 
 
 
 
 
Proceeds from sales of investment securities
13,962

 
88,844

 
55,445

Purchase of investment securities
—

 
—

 
(23,101
)
Net decrease in notes receivable
—

 
46,594

 
3,049

Purchase of other assets, net of disposals
11,964

 
10,930

 
2,407

Net cash provided by investing activities
25,926

 
146,368

 
37,800

FINANCING ACTIVITIES
 
 
 
 
 
Net increase (decrease) in short-term funding
(6,319
)
 
8,813

 
14,239

Proceeds from issuance of long-term funding
—

 
496,030

 
—

Repayment of long-term funding
—

 
(155,000
)
 
(25,821
)
Proceeds from issuance of preferred stock
62,966

 
—

 
—

Proceeds from issuance of common stock for stock-based compensation plans
20,054

 
13,228

 
9,305

Purchase of preferred stock
(1,335
)
 
(2,451
)
 
(1,626
)
Cash dividends
(69,555
)
 
(63,712
)
 
(60,149
)
Purchase of common stock returned to authorized but unissued
(93,000
)
 
(150,498
)
 
—

Purchase of treasury stock
(5,154
)
 
(112,312
)
 
(123,349
)
Net cash provided by (used in) financing activities
(92,343
)
 
34,098

 
(187,401
)
Net increase (decrease) in cash and cash equivalents
87,759

 
374,776

 
(11,398
)
Cash and cash equivalents at beginning of year
523,103

 
148,327

 
159,725

Cash and cash equivalents at end of year
$
610,862

 
$
523,103

 
$
148,327

NOTE 18 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). See Note 1 for the Corporation’s accounting policy for fair value measurements.
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. 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. Lastly, in certain cases where there is limited activity or less transparency around inputs to the estimated fair value, securities are classified within Level 3 of the fair value hierarchy. To validate the fair value estimates, assumptions, and controls, the Corporation looks to transactions for similar instruments and utilizes independent pricing provided by third party vendors or brokers and relevant market indices. While none of these sources are solely indicative of fair value, they serve as directional indicators for the appropriateness of the Corporation’s fair value estimates. The Corporation has determined that the fair value measures of its investment securities are classified predominantly within Level 1 or 2 of the fair value hierarchy. See Note 3 for additional disclosure regarding the Corporation’s investment securities.

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Derivative financial instruments (interest rate-related instruments ):  The Corporation has used and may again use in the future, interest rate swaps to manage its interest rate risk. In addition, the Corporation offers customer interest rate-related instruments (swaps and caps) to service our customers’ needs, for which the Corporation simultaneously enters into offsetting derivative financial instruments (i.e., mirror interest rate-related instruments) with third parties to manage its interest rate risk associated with these financial instruments. The valuation of the Corporation’s derivative financial instruments is determined using discounted cash flow analysis on the expected cash flows of each derivative and, also includes a nonperformance / credit risk component (credit valuation adjustment). See Note 14 for additional disclosure regarding the Corporation’s interest rate-related instruments.
The discounted cash flow analysis component in the fair value measurements reflects the contractual terms of the derivative financial instruments, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. More specifically, the fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments), with the variable cash payments (or receipts) based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. Likewise, the fair values of interest rate options (i.e., interest rate caps) are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fall below (or rise above) the strike rate of the floors (or caps), with the variable interest rates used in the calculation of projected receipts on the floor (or cap) based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.
The Corporation also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative financial instruments for the effect of nonperformance risk, the Corporation has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. In conjunction with the FASB’s fair value measurement guidance, the Corporation made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.
While the Corporation has determined that the majority of the inputs used to value its derivative financial instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. The Corporation has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions as of December 31, 2015, and 2014, and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments. Therefore, the Corporation has determined that the fair value measures of its derivative financial instruments in their entirety are classified within Level 2 of the fair value hierarchy.
Derivative financial instruments (foreign currency exchange forwards ):  The Corporation provides foreign currency exchange services to customers. In addition, the Corporation may enter into a foreign currency exchange forward to mitigate the exchange rate risk attached to the cash flows of a loan or as an offsetting contract to a forward entered into as a service to our customer. The valuation of the Corporation’s foreign currency exchange forwards is determined using quoted prices of foreign currency exchange forwards with similar characteristics, with consideration given to the nature of the quote and the relationship of recently evidenced market activity to the fair value estimate, and are classified in Level 2 of the fair value hierarchy. See Note 14 for additional disclosures regarding the Corporation’s foreign currency exchange forwards.
Derivative financial instruments (commodity contracts ):  The Corporation enters into commodity contracts to manage commercial customers exposure to fluctuating commodity prices, for which the Corporation simultaneously enters into offsetting derivative financial instruments (i.e., mirror commodity contracts) with third parties to manage its risk associated with these financial instruments. The valuation of the Corporation’s commodity contracts is determined using quoted prices of the underlying instrument, and are classified in Level 2 of the fair value hierarchy. See Note 14 for additional disclosures regarding the Corporation’s commodity contracts.
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

110


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 14 for additional disclosure regarding the Corporation’s mortgage derivatives.
Following is a description of the valuation methodologies used for the Corporation’s more significant instruments measured on a nonrecurring basis at the lower of amortized cost or estimated fair value, including the general classification of such instruments pursuant to the valuation hierarchy.
Loans Held for Sale:   Loans held for sale, which consist generally of current production of certain fixed-rate, first-lien residential mortgage loans, are carried at the lower of cost or estimated fair value. The estimated fair value was based on what secondary markets are currently offering for portfolios with similar characteristics, which the Corporation classifies as a Level 2 nonrecurring fair value measurement.
Impaired Loans:   The Corporation considers a loan impaired when it is probable that the Corporation will be unable to collect all amounts due according to the original contractual terms of the note agreement, including both principal and interest. Management has determined that commercial and consumer loan relationships that have nonaccrual status or have had their terms restructured in a troubled debt restructuring meet this impaired loan definition. For individually evaluated impaired loans, the amount of impairment is based upon the present value of expected future cash flows discounted at the loan’s effective interest rate, the estimated fair value of the underlying collateral for collateral-dependent loans, or the estimated liquidity of the note. See Note 4 for additional information regarding the Corporation’s impaired loans.
Mortgage servicing rights :  Mortgage servicing rights do not trade in an active, open market with readily observable prices. While sales of mortgage servicing rights do occur, the precise terms and conditions typically are not readily available to allow for a “quoted price for similar assets” comparison. Accordingly, the Corporation utilizes an independent valuation from a third party which uses a discounted cash flow model to estimate the fair value of its mortgage servicing rights. The valuation model incorporates prepayment assumptions to project mortgage servicing rights cash flows based on the current interest rate scenario, which is then discounted to estimate an expected fair value of the mortgage servicing rights. The valuation model considers portfolio characteristics of the underlying mortgages, contractually specified servicing fees, prepayment assumptions, discount rate assumptions, delinquency rates, late charges, other ancillary revenue, costs to service, and other economic factors. The Corporation periodically reviews and assesses the underlying inputs and assumptions used in the model. In addition, the Corporation compares its fair value estimates and assumptions to observable market data for mortgage servicing rights, where available, and to recent market activity and actual portfolio experience. Due to the nature of the valuation inputs, mortgage servicing rights are classified within Level 3 of the fair value hierarchy. The Corporation uses the amortization method (i.e., lower of amortized cost or estimated fair value measured on a nonrecurring basis), not fair value measurement accounting, for its mortgage servicing rights assets. See Note 5 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 December 31, 2015 and 2014 , aggregated by the level in the fair value hierarchy within which those measurements fall.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
 
December 31, 2015
 
Fair Value Measurements Using
 
Level 1
 
Level 2
 
Level 3
 
($ in Thousands)
Assets:
 
 
 
 
 
 
 
Investment securities available for sale:
 
 
 
 
 
 
 
U.S. Treasury securities
$
997

 
$
997

 
$
—

 
$
—

Residential mortgage-related securities:
 
 
 
 
 
 
 
FNMA / FHLMC
1,414,626

 
—

 
1,414,626

 
—

GNMA
1,590,003

 
—

 
1,590,003

 
—

Private-label
1,709

 
—

 
1,709

 
—

GNMA commercial mortgage-related securities
1,955,310

 
—

 
1,955,310

 
—

Other securities (debt and equity)
4,769

 
1,569

 
3,000

 
200

Total investment securities available for sale
$
4,967,414

 
$
2,566

 
$
4,964,648

 
$
200

Derivatives (trading and other assets)
$
36,268

 
$
—

 
$
34,907

 
$
1,361

Liabilities:
 
 
 
 
 
 
 
Derivatives (trading and other liabilities)
$
36,145

 
$
—

 
$
36,145

 
$
—


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December 31, 2014
 
Fair Value Measurements Using
 
Level 1
 
Level 2
 
Level 3
 
($ in Thousands)
Assets:
 
 
 
 
 
 
 
Investment securities available for sale:
 
 
 
 
 
 
 
U.S. Treasury securities
$
998

 
$
998

 
$
—

 
$
—

Municipal securities
582,679

 
—

 
582,679

 
—

Residential mortgage-related securities:
 
 
 
 
 
 
 
FNMA / FHLMC
3,563,457

 
—

 
3,563,457

 
—

GNMA
167,332

 
—

 
167,332

 
—

Private-label
2,294

 
—

 
2,294

 
—

GNMA commercial mortgage-related securities
1,073,893

 
—

 
1,073,893

 
—

Other securities (debt and equity)
6,159

 
2,959

 
3,000

 
200

Total investment securities available for sale
$
5,396,812

 
$
3,957

 
$
5,392,655

 
$
200

Derivatives (trading and other assets)
$
43,164

 
$
—

 
$
41,217

 
$
1,947

Liabilities:
 
 
 
 
 
 
 
Derivatives (trading and other liabilities)
$
45,818

 
$
—

 
$
43,383

 
$
2,435

The table below presents a rollforward of the balance sheet amounts for the years ended December 31, 2015 and 2014 , for financial instruments measured on a recurring basis and classified within Level 3 of the fair value hierarchy.
 
Investment Securities
Available for Sale
 
Derivative Financial
Instruments
 
($ in Thousands)
Balance December 31, 2013
$
299

 
$
1,717

Total net losses included in income:
 
 
 
Mortgage derivative loss
—

 
(2,205
)
Sale of investment securities
(99
)
 
—

Balance December 31, 2014
$
200

 
$
(488
)
Total net gains included in income:
 
 
 
Mortgage derivative gain
—

 
1,849

Balance December 31, 2015
$
200

 
$
1,361

For Level 3 assets and liabilities measured at fair value on a recurring or nonrecurring basis as of December 31, 2015 , the Corporation utilized the following valuation techniques and significant unobservable inputs.
Derivative financial instruments (mortgage derivative — interest rate lock commitments to originate residential mortgage loans held for sale) :  The significant unobservable input used in the fair value measurement of the Corporation’s mortgage derivative interest rate lock commitments is the closing ratio, which represents the percentage of loans currently in a lock position which management estimates will ultimately close. The closing ratio calculation takes into consideration historical data and loan-level data, particularly the change in the current interest rates from the time of initial rate lock. The closing ratio is periodically reviewed for reasonableness and reported to the Mortgage Risk Management Committee. At December 31, 2015 , the closing ratio was 91% .
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 an average discount of 10% to 20% .
Mortgage servicing rights :  The discounted cash flow analyses that generate expected market prices utilize the observable characteristics of the mortgage servicing rights portfolio, as well as certain unobservable valuation parameters. The significant unobservable inputs used in the fair value measurement of the Corporation’s mortgage servicing rights are the weighted average constant prepayment rate and weighted average discount rate, which were 12.2% and 9.6% at December 31, 2015 , respectively. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement.
These parameter assumptions fall within a range that the Corporation, in consultation with an independent third party, believes purchasers of servicing would apply to such portfolios sold into the current secondary servicing market. Discussions are held with members from Treasury and Consumer Banking to reconcile the fair value estimates and the key assumptions used by the respective

112


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 December 31, 2015 and 2014 , aggregated by the level in the fair value hierarchy within which those measurements fall.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
 
December 31, 2015
 
Fair Value Measurements Using
Income Statement Category of
Adjustment Recognized in Income
Adjustment Recognized in Income
 
Level 1
 
Level 2
 
Level 3
 
($ in Thousands)
 
 
Assets:
 
 
 
Loans held for sale
$
124,915

 
$
—

 
$
124,915

 
$
—

Mortgage banking, net
$
(155
)
Impaired loans(1)
41,891

 
—

 
—

 
41,891

Provision for credit losses
(7,796
)
Mortgage servicing rights
70,686

 
—

 
—

 
70,686

Mortgage banking, net
425

 
December 31, 2014
 
Fair Value Measurements Using
Income Statement Category of
Adjustment Recognized in Income
Adjustment Recognized in Income
 
Level 1
 
Level 2
 
Level 3
 
($ in Thousands)
 
 
Assets:
 
 
 
Loans held for sale
$
156,423

 
$
—

 
$
156,423

 
$
—

Mortgage banking, net
$
—

Impaired loans(1)
53,832

 
—

 
—

 
53,832

Provision for credit losses
(17,272
)
Mortgage servicing rights
66,342

 
—

 
—

 
66,342

Mortgage banking, net
(321
)
(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 2015 and 2014 , certain other real estate owned, upon initial recognition, was re-measured and reported at fair value through a charge off to the allowance for loan losses based upon the estimated fair value of the other real estate owned, less estimated selling costs. The fair value of other real estate owned, upon initial recognition or subsequent impairment, was estimated using appraised values, which the Corporation classifies as a Level 2 nonrecurring fair value measurement. Other real estate owned measured at fair value upon initial recognition totaled approximately $11 million and $21 million for the years ended December 31, 2015 and 2014 , 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 $3 million and $2 million to asset gains, net for the years ended December 31, 2015 and 2014 , 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.

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The estimated fair values of the Corporation’s financial instruments were as follows.
 
December 31, 2015
 
Carrying
Amount
 
Fair Value
 
Fair Value Measurements Using
 
Level 1
 
Level 2
 
Level 3
 
($ in Thousands)
Financial assets:
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
374,921

 
$
374,921

 
$
374,921

 
$
—

 
$
—

Interest-bearing deposits in other financial institutions
79,764

 
79,764

 
79,764

 
—

 
—

Federal funds sold and securities purchased under agreements to resell
19,000

 
19,000

 
19,000

 
—

 
—

Investment securities held to maturity
1,168,230

 
1,184,442

 
—

 
1,184,442

 
—

Investment securities available for sale
4,967,414

 
4,967,414

 
2,566

 
4,964,648

 
200

FHLB and Federal Reserve Bank stocks
147,240

 
147,240

 
—

 
147,240

 
—

Loans held for sale
124,915

 
124,915

 
—

 
124,915

 
—

Loans, net
18,440,079

 
18,389,832

 
—

 
—

 
18,389,832

Bank owned life insurance
583,019

 
583,019

 
—

 
583,019

 
—

Interest rate-related instruments
29,391

 
29,391

 
—

 
29,391

 
—

Foreign currency exchange forwards
1,532

 
1,532

 
—

 
1,532

 
—

Interest rate lock commitments to originate residential mortgage loans held for sale
958

 
958

 
—

 
—

 
958

Forward commitments to sell residential mortgage loans
403

 
403

 
—

 
—

 
403

Purchased options (time deposit)
2,715

 
2,715

 
—

 
2,715

 
—

Commodity contracts
1,269

 
1,269

 
—

 
1,269

 
—

Financial liabilities:
 
 
 
 
 
 
 
 
 
Noninterest-bearing demand, savings, interest-bearing demand, and money market accounts
$
19,444,863

 
$
19,444,863

 
$
—

 
$
—

 
$
19,444,863

Brokered CDs and other time deposits
1,562,802

 
1,564,464

 
—

 
1,564,464

 
—

Short-term funding
834,416

 
834,416

 
—

 
834,416

 
—

Long-term funding
2,679,350

 
2,728,112

 
—

 
2,728,112

 
—

Interest rate-related instruments
30,886

 
30,886

 
—

 
30,886

 
—

Foreign currency exchange forwards
1,398

 
1,398

 
—

 
1,398

 
—

Commodity contracts
1,146

 
1,146

 
—

 
1,146

 
—

Standby letters of credit (1)
2,954

 
2,954

 
—

 
2,954

 
—

Written options (time deposit)
2,715

 
2,715

 
—

 
2,715

 
—


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December 31, 2014
 
Carrying
Amount
 
Fair Value
 
Fair Value Measurements Using
 
Level 1
 
Level 2
 
Level 3
 
($ in Thousands)
Financial assets:
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
444,113

 
$
444,113

 
$
444,113

 
$
—

 
$
—

Interest-bearing deposits in other financial institutions
571,924

 
571,924

 
571,924

 
—

 
—

Federal funds sold and securities purchased under agreements to resell
16,030

 
16,030

 
16,030

 
—

 
—

Investment securities held to maturity
404,455

 
413,067

 
—

 
413,067

 
—

Investment securities available for sale
5,396,812

 
5,396,812

 
3,957

 
5,392,655

 
200

FHLB and Federal Reserve Bank stocks
189,107

 
189,107

 
—

 
189,107

 
—

Loans held for sale
154,935

 
156,423

 
—

 
156,423

 
—

Loans, net
17,327,544

 
17,427,647

 
—

 
—

 
17,427,647

Bank owned life insurance
574,154

 
574,154

 
—

 
574,154

 
—

Interest rate-related instruments
33,023

 
33,023

 
—

 
33,023

 
—

Foreign currency exchange forwards
2,140

 
2,140

 
—

 
2,140

 
—

Interest rate lock commitments to originate residential mortgage loans held for sale
1,947

 
1,947

 
—

 
—

 
1,947

Purchased options (time deposit)
6,054

 
6,054

 
—

 
6,054

 
—

Financial liabilities:
 
 
 
 
 
 
 
 
 
Noninterest-bearing demand, savings, interest-bearing demand, and money market accounts
$
17,192,049

 
$
17,192,049

 
$
—

 
$
—

 
$
17,192,049

Brokered CDs and other time deposits
1,571,455

 
1,571,455

 
—

 
1,571,455

 
—

Short-term funding
1,068,288

 
1,068,288

 
—

 
1,068,288

 
—

Long-term funding
3,930,117

 
3,975,605

 
—

 
3,975,605

 
—

Interest rate-related instruments
35,372

 
35,372

 
—

 
35,372

 
—

Foreign currency exchange forwards
1,957

 
1,957

 
—

 
1,957

 
—

Standby letters of credit(1)
3,542

 
3,542

 
—

 
3,542

 
—

Forward commitments to sell residential mortgage loans
2,435

 
2,435

 


 
—

 
2,435

Written options (time deposit)
6,054

 
6,054

 
—

 
6,054

 
—

(1)
The commitment on standby letters of credit was $297 million and $353 million at December 31, 2015 and 2014 , respectively. See Note 16 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, and federal funds sold and securities purchased under agreements to resell— For these short-term instruments, the carrying amount is a reasonable estimate of fair value.
Investment securities (held to maturity and available for sale)— The fair value of investment securities is based on quoted prices in active markets, or if quoted prices are not available for a specific security, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows.
FHLB and Federal Reserve Bank stocks— The carrying amount is a reasonable fair value estimate for the Federal Reserve Bank and Federal Home Loan Bank stocks given their “restricted” nature (i.e., the stock can only be sold back to the respective institutions (Federal Home Loan Bank or Federal Reserve Bank) or another member institution at par).
Loans held for sale— The fair value estimation process for the loans held for sale portfolio is segregated by loan type. The estimated fair value was based on what secondary markets are currently offering for portfolios with similar characteristics.
Loans, net— The fair value estimation process for the loan portfolio uses an exit price concept and reflects discounts the Corporation believes are consistent with liquidity discounts in the market place. Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial and industrial, real estate construction, commercial real estate (owner occupied and investor), lease financing, residential mortgage, home equity, other installment, and credit cards. The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for similar maturities. The fair value analysis also included other assumptions

115


to estimate fair value, intended to approximate those a market participant would use in an orderly transaction, with adjustments for discount rates, interest rates, liquidity, and credit spreads, as appropriate.
Bank owned life insurance— The fair value of bank owned life insurance approximates the carrying amount, because upon liquidation of these investments, the Corporation would receive the cash surrender value which equals the carrying amount.
Deposits— The fair value of deposits with no stated maturity such as noninterest-bearing demand, savings, interest-bearing demand, 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.
Short-term funding— The carrying amount is a reasonable estimate of fair value for existing short-term funding.
Long-term funding— Rates currently available to the Corporation for debt with similar terms and remaining maturities are used to estimate the fair value of existing long-term funding.
Interest rate-related instruments— The fair value of interest rate-related instruments is determined using discounted cash flow analysis on the expected cash flows of each derivative. The Corporation also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.
Foreign currency exchange forwards— The fair value of the Corporation’s foreign currency exchange forwards is determined using quoted prices of foreign currency exchange forwards with similar characteristics, with consideration given to the nature of the quote and the relationship of recently evidenced market activity to the fair value estimate.
Purchased and written options— The fair value of the Corporation’s purchased and written options is determined using quoted prices of the underlying stocks.
Commodity contracts— The fair value of the Corporation’s commodity contracts is determined using quoted prices of the underlying instruments.
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.
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.

116


NOTE 19 REGULATORY MATTERS:
Restrictions on Cash and Due From Banks
The Corporation’s bank subsidiary is required to maintain certain vault cash and reserve balances with the Federal Reserve Bank to meet specific reserve requirements. These requirements approximated $64 million at December 31, 2015 .
Regulatory Capital Requirements
The Corporation and its subsidiary bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation must meet specific capital guidelines that involve quantitative measures of the Corporation’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Corporation’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Corporation to maintain minimum amounts and ratios (set forth in the table below) of total and Common equity Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). Management believes, as of December 31, 2015 and 2014 , that the Corporation meets all capital adequacy requirements to which it is subject.
In July 2013, the Federal Reserve and the OCC, the primary federal regulators for the Corporation and the Bank, respectively, published final rules (the “Basel III Capital Rules”) establishing a new comprehensive capital framework for U.S. banking organizations. The rules implement the Basel Committee’s December 2010 framework known as “Basel III” for strengthening international capital standards as well as certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. For additional information on Basel III and the Dodd-Frank Act, see Part I, Item 1.
As of December 31, 2015 and 2014 , the most recent notifications from the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation categorized the subsidiary bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the subsidiary bank must maintain minimum ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the institution’s category. The actual capital amounts and ratios of the Corporation and its significant subsidiary are presented below. No deductions from capital were made for interest rate risk in 2015 or 2014 .


117


 
Actual
 
For Capital Adequacy
Purposes
 
To Be Well Capitalized
Under Prompt Corrective
Action Provisions:(2)
($ in Thousands)
Amount
 
Ratio(1)
 
Amount
 
Ratio(1)
 
Amount    
 
Ratio(1)    
As of December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Associated Banc-Corp
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total capital
$
2,515,861

 
12.62
%
 
$
1,594,397

 
 ≥
 
8.00
%
 
 
 
 
 
 
Tier 1 capital
2,016,861

 
10.12

 
797,199

 
 ≥
 
4.00
%
 
 
 
 
 
 
Common equity Tier 1 capital
1,897,944

 
9.52

 
896,848

 
 ≥
 
4.50
%
 
 
 
 
 
 
Leverage
2,016,861

 
7.60

 
1,061,325

 
≥
 
4.00
%
 
 
 
 
 
 
Associated Bank, N.A.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total capital
$
2,532,563

 
12.76
%
 
$
1,588,070

 
≥
 
8.00
%
 
$
1,985,088

 
≥
 
10.00
%
Tier 1 capital
2,283,785

 
11.50

 
794,035

 
 ≥
 
4.00
%
 
1,191,053

 
≥
 
6.00
%
Common equity Tier 1 capital
2,084,589

 
10.50

 
893,289

 
 ≥
 
4.50
%
 
1,290,307

 
≥
 
6.50
%
Leverage
2,283,785

 
8.64

 
1,057,228

 
≥
 
4.00
%
 
1,321,535

 
≥
 
5.00
%
As of December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Associated Banc-Corp
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total capital
$
2,350,898

 
12.66
%
 
$
1,485,412

 
≥
 
8.00
%
 
 
 
 
 
 
Tier 1 capital
1,868,059

 
10.06

 
742,706

 
 ≥
 
4.00
%
 
 
 
 
 
 
Common equity Tier 1 capital
N/A

 
N/A

 
N/A

 
 ≥
 
N/A

 
 
 
 
 
 
Leverage
1,868,059

 
7.48

 
998,967

 
 ≥
 
4.00
%
 
 
 
 
 
 
Associated Bank, N.A.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total capital
$
2,449,514

 
13.26
%
 
$
1,477,785

 
≥
 
8.00
%
 
$
1,847,231

 
≥
 
10.00
%
Tier 1 capital
2,217,861

 
12.01

 
738,892

 
≥
 
4.00
%
 
1,108,339

 
≥
 
6.00
%
Common equity Tier 1 capital
N/A

 
N/A

 
N/A

 
 ≥
 
N/A

 
N/A

 
≥
 
N/A

Leverage
2,217,861

 
8.92

 
994,103

 
 ≥
 
4.00

 
1,242,628

 
≥
 
5.00
%
1)
Total capital ratio is defined as Tier 1 capital plus Tier 2 capital divided by total risk-weighted assets. The Tier 1 Capital ratio is defined as Tier 1 capital divided by total risk-weighted assets. Common equity Tier 1 is defined as Tier 1 capital excluding qualifying perpetual preferred stock and qualifying trust preferred securities divided by total risk weighted assets. The leverage ratio is defined as Tier 1 capital divided by the most recent quarter’s average total assets.
2)
Prompt corrective action provisions are not applicable at the bank holding company level.

118


NOTE 20 EARNINGS PER COMMON SHARE:
Earnings per common share are calculated utilizing the two-class method. Basic earnings per common share are calculated by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding. Diluted earnings per common share are calculated by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding adjusted for the dilutive effect of common stock awards (outstanding stock options, unvested restricted stock awards, and outstanding common stock warrants). Presented below are the calculations for basic and diluted earnings per common share.
 
For the Years Ended December 31,
 
2015
 
2014
 
2013
 
(In thousands, except per share data)
Net income
$
188,301

 
$
190,509

 
$
188,692

Preferred stock dividends
(7,155
)
 
(5,002
)
 
(5,158
)
Net income available to common equity
$
181,146

 
$
185,507

 
$
183,534

Common shareholder dividends
(61,774
)
 
(58,123
)
 
(54,505
)
Unvested share-based payment awards
(626
)
 
(587
)
 
(486
)
Undistributed earnings
$
118,746

 
$
126,797

 
$
128,543

Undistributed earnings allocated to common shareholders
117,498

 
125,646

 
127,592

Undistributed earnings allocated to unvested share-based payment awards
1,248

 
1,151

 
951

Undistributed earnings
$
118,746

 
$
126,797

 
$
128,543

Basic
 
 
 
 
 
Distributed earnings to common shareholders
$
61,774

 
$
58,123

 
$
54,505

Undistributed earnings allocated to common shareholders
117,498

 
125,646

 
127,592

Total common shareholders earnings, basic
$
179,272

 
$
183,769

 
$
182,097

Diluted
 
 
 
 
 
Distributed earnings to common shareholders
$
61,774

 
$
58,123

 
$
54,505

Undistributed earnings allocated to common shareholders
117,498

 
125,646

 
127,592

Total common shareholders earnings, diluted
$
179,272

 
$
183,769

 
$
182,097

Weighted average common shares outstanding
149,350

 
157,286

 
165,584

Effect of dilutive common stock awards
1,253

 
968

 
218

Diluted weighted average common shares outstanding
150,603

 
158,254

 
165,802

Basic earnings per common share
$
1.20

 
$
1.17

 
$
1.10

Diluted earnings per common share
$
1.19

 
$
1.16

 
$
1.10

Options to purchase approximately 1 million , 2 million , and 3 million shares were outstanding at December 31, 2015 , 2014 , and 2013 , respectively, but excluded from the calculation of diluted earnings per common share as the effect would have been anti-dilutive.
NOTE 21 SEGMENT REPORTING:
The Corporation utilizes a risk-based internal profitability measurement system to provide strategic business unit reporting. The profitability measurement system is based on internal management methodologies designed to produce consistent results and reflect the underlying economics of the units. Certain strategic business units have been combined for segment information reporting purposes where the nature of the products and services, the type of customer and the distribution of those products and services are similar. The three reportable segments are Corporate and Commercial Specialty; Community, Consumer, and Business; and Risk Management and Shared Services.
The financial information of the Corporation’s segments has been compiled utilizing the accounting policies described in Note 1, with certain exceptions. The more significant of these exceptions are described herein. The Corporation allocates interest income or interest expense using a funds transfer pricing methodology that charges users of funds (assets) interest expense and credits providers of funds (liabilities, primarily deposits) with income based on the maturity, prepayment and / or repricing characteristics of the assets and liabilities. The net effect of this allocation is recorded in the Risk Management and Shared Services segment. A credit provision is allocated to segments based on the expected long-term annual net charge off rates attributable to the credit risk of loans managed by the segment during the period. In contrast, the level of the consolidated provision for credit losses is determined

119


based on an incurred loss model using the methodologies described in Note 1 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, with certain segments adjusted for any tax-exempt income or non-deductible expenses. Equity is allocated to the segments based on regulatory capital requirements and in proportion to an assessment of the inherent risks associated with the business of the segment (including interest, credit and operating risk).
The management accounting policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to U.S. generally accepted accounting principles. As a result, reported segments and the financial information of the reported segments are not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in previously reported segment financial data. During 2015 , certain organizational and methodology changes were made and, accordingly, 2014 and 2013 results have been restated and presented on a comparable basis.
A description of each business segment is presented below.
Corporate and Commercial Specialty — The Corporate and Commercial Specialty segment serves a wide range of customers including larger businesses, developers, not-for-profits, municipalities, and financial institutions. In serving this segment we compete based on an in-depth understanding of our customers’ financial needs, the ability to match market competitive solutions to those needs, and the highest standards of relationship and service excellence in the delivery of these services. Delivery of services is provided through our corporate and commercial units, our commercial real estate unit, as well as our specialized industries and commercial financial services units. Within this segment we provide the following products and services: (1) lending solutions, such as commercial loans and lines of credit, commercial real estate financing, construction loans, letters of credit, leasing, asset based lending, and, for our larger clients, loan syndications; (2) deposit and cash management solutions such as commercial checking and interest-bearing deposit products, cash vault and night depository services, liquidity solutions, payables and receivables solutions; and information services; and (3) specialized financial services such as interest rate risk management, foreign exchange solutions, and commodity hedging.
Community, Consumer, and Business — The Community, Consumer, and Business segment serves individuals, as well as small and mid-sized businesses. In serving this segment we compete based on providing a broad range of solutions to meet the needs of our customers in their entire financial lifecycle, convenient access to our services through multiple channels such as branches, phone based services, online and mobile banking, and a relationship based business model which assists our customers in navigating any changes and challenges in their financial circumstances. Delivery of services is provided through our various Consumer Banking, Community Banking, and Private Client units. Within this segment we provide the following products and services: (1) lending solutions such as residential mortgages, home equity loans and lines of credit, personal and installment loans, real estate financing, business loans, and business lines of credit; (2) deposit and transactional solutions such as checking, credit, debit and pre-paid cards, online banking and bill pay, and money transfer services; (3) investable funds solutions such as savings, money market deposit accounts, IRA accounts, certificates of deposit, fixed and variable annuities, full-service, discount and on-line investment brokerage; investment advisory services; trust and investment management accounts; (4) insurance and benefits related products and services; and (5) fiduciary services such as administration of pension, profit-sharing and other employee benefit plans, fiduciary and corporate agency services, and institutional asset management.
Risk Management and Shared Services — The Risk Management and Shared Services segment includes Corporate Risk Management, Credit Administration, Finance, Treasury, Operations and Technology, which are key shared functions. The segment also includes Parent Company activity, intersegment eliminations and residual revenue and expenses, representing the difference between actual amounts incurred and the amounts allocated to operating segments, including interest rate risk residuals (funds transfer pricing mismatches) and credit risk and provision residuals (long term credit charge mismatches). The earning assets within this segment include the Corporation’s investment portfolio, and capital includes both allocated and any remaining unallocated capital.

120


Information about the Corporation’s segments is presented below.
Segment Income Statement Data
 
 
 
 
 
 
 
($ in Thousands)
Corporate and
Commercial
Specialty
 
Community,
Consumer, and
Business
 
Risk Management
and Shared Services
 
Consolidated
Total
2015
 
 
 
 
 
 
 
Net interest income
$
310,072

 
$
349,134

 
$
17,072

 
$
676,278

Noninterest income
46,742

 
265,638

 
16,029

 
328,409

Total revenue
356,814

 
614,772

 
33,101

 
1,004,687

Credit provision*
41,913

 
25,614

 
(30,027
)
 
37,500

Noninterest expense
141,912

 
492,419

 
63,068

 
697,399

Income before income taxes
172,989

 
96,739

 
60

 
269,788

Income tax expense (benefit)
59,200

 
33,859

 
(11,572
)
 
81,487

Net income
$
113,789

 
$
62,880

 
$
11,632

 
$
188,301

Return on average allocated capital (ROCET1)**
11.6
%
 
9.8
%
 
2.1
%
 
9.9
%
2014
 
 
 
 
 
 
 
Net interest income
$
296,717

 
$
310,444

 
$
73,806

 
$
680,967

Noninterest income
49,213

 
221,379

 
19,727

 
290,319

Total revenue
345,930

 
531,823

 
93,533

 
971,286

Credit provision*
46,857

 
23,934

 
(54,791
)
 
16,000

Noninterest expense
148,476

 
463,184

 
67,581

 
679,241

Income before income taxes
150,597

 
44,705

 
80,743

 
276,045

Income tax expense
50,039

 
15,647

 
19,850

 
85,536

Net income
$
100,558

 
$
29,058

 
$
60,893

 
$
190,509

Return on average allocated capital (ROCET1)**
11.1
%
 
5.1
%
 
13.9
%
 
9.9
%
2013
 
 
 
 
 
 
 
Net interest income
$
321,346

 
$
317,898

 
$
6,299

 
$
645,543

Noninterest income
48,417

 
247,667

 
17,015

 
313,099

Total revenue
369,763

 
565,565

 
23,314

 
958,642

Credit provision*
55,297

 
20,122

 
(65,319
)
 
10,100

Noninterest expense
140,744

 
477,318

 
62,587

 
680,649

Income before income taxes
173,722

 
68,125

 
26,046

 
267,893

Income tax expense (benefit)
60,802

 
23,843

 
(5,444
)
 
79,201

Net income
$
112,920

 
$
44,282

 
$
31,490

 
$
188,692

Return on average allocated capital (ROCET1)**
12.5
%
 
7.8
%
 
6.5
%
 
9.8
%

121


Segment Balance Sheet Data
 
 
 
 
 
 
 
($ in Thousands)
Corporate and
Commercial
Specialty
 
Community,
Consumer, and
Business
 
Risk Management
and Shared Services
 
Consolidated
Total
2015
 
 
 
 
 
 
 
Average earning assets
$
9,383,971

 
$
8,810,015

 
$
6,377,101

 
$
24,571,087

Average loans
9,374,191

 
8,809,673

 
68,400

 
18,252,264

Average deposits
5,856,530

 
10,898,602

 
3,147,955

 
19,903,087

Average allocated capital (CET1)**
$
977,406

 
$
640,181

 
$
216,010

 
$
1,833,597

2014
 
 
 
 
 
 
 
Average earning assets
$
8,927,401

 
$
7,840,352

 
$
5,992,375

 
$
22,760,128

Average loans
8,915,498

 
7,840,352

 
83,144

 
16,838,994

Average deposits
5,148,195

 
10,061,495

 
2,437,394

 
17,647,084

Average allocated capital (CET1)**
$
903,500

 
$
564,303

 
$
402,806

 
$
1,870,609

2013
 
 
 
 
 
 
 
Average earning assets
$
8,443,203

 
$
7,225,943

 
$
5,310,982

 
$
20,980,128

Average loans
8,433,389

 
7,225,943

 
3,813

 
15,663,145

Average deposits
5,479,567

 
9,675,302

 
2,283,326

 
17,438,195

Average allocated capital (CET1)**
$
900,306

 
$
570,634

 
$
407,431

 
$
1,878,371

* The consolidated credit provision is equal to the actual reported provision for credit losses.
** The Federal Reserve establishes capital adequacy requirements for the Corporation, including Tier 1 capital. Tier 1 capital is comprised of common capital and certain redeemable, non-cumulative preferred stock. Average allocated capital represents average common equity Tier 1 which is defined as average Tier 1 capital excluding qualifying perpetual preferred stock and qualifying trust preferred securities. This is a non-GAAP financial measure. For segment reporting purposes, the ROCET1 reflects return on average allocated common equity Tier 1 (“CET1”). The ROCET1 for the Risk Management and Shared Services segment and the Consolidated Total is inclusive of the annualized effect of the preferred stock dividends.
NOTE 22 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
The following table summarizes the components of accumulated other comprehensive income (loss) at December 31, 2015 , 2014 , and 2013 , changes during the years then ended, and reclassifications out of accumulated other comprehensive income (loss) during the years ended December 31, 2015 , 2014 , and 2013 , respectively.
 
Investments
Securities
Available
For Sale
 
Defined Benefit
Pension and
Post Retirement
Obligations
 
Accumulated
Other
Comprehensive
Income (Loss)
Balance December 31, 2012
$
86,109

 
$
(37,506
)
 
$
48,603

Other comprehensive income (loss) before reclassifications
(158,207
)
 
35,804

 
(122,403
)
Amounts reclassified from accumulated other comprehensive income (loss):


 


 


Investment securities gain, net
(564
)
 
—

 
(564
)
Personnel expense
—

 
4,416

 
4,416

Income tax (expense) benefit
61,266

 
(15,562
)
 
45,704

Net other comprehensive income (loss) during period
(97,505
)
 
24,658

 
(72,847
)
Balance December 31, 2013
$
(11,396
)
 
$
(12,848
)
 
$
(24,244
)
Other comprehensive income (loss) before reclassifications
49,038

 
(18,428
)
 
30,610

Amounts reclassified from accumulated other comprehensive income (loss):


 


 


Investment securities gain, net
(494
)
 
—

 
(494
)
Personnel expense
—

 
1,407

 
1,407

Income tax (expense) benefit
(18,636
)
 
6,507

 
(12,129
)
Net other comprehensive income (loss) during period
29,908

 
(10,514
)
 
19,394

Balance December 31, 2014
$
18,512

 
$
(23,362
)
 
$
(4,850
)
Other comprehensive loss before reclassifications
(20,439
)
 
(17,892
)
 
(38,331
)
Amounts reclassified from accumulated other comprehensive income (loss):
 
 
 
 
 
Investment securities gain, net
(8,133
)
 
—

 
(8,133
)
Personnel expense
—

 
2,306

 
2,306

Interest income
(555
)
 
—

 
(555
)
Income tax benefit
11,074

 
5,873

 
16,947

Net other comprehensive loss during period
(18,053
)
 
(9,713
)
 
(27,766
)
Balance December 31, 2015
$
459

 
$
(33,075
)
 
$
(32,616
)

122


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Associated Banc-Corp:        
We have audited the accompanying consolidated balance sheets of Associated Banc-Corp and subsidiaries (the Company) as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Associated Banc-Corp and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Associated Banc-Corp’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 5, 2016 expressed an unqualified opinion on the effectiveness of the Associated Banc Corp’s internal control over financial reporting.
KPMG LLP
Chicago, Illinois
February 5, 2016

123


ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.    
CONTROLS AND PROCEDURES
The Corporation maintains disclosure controls and procedures as required under Rule 13a-15(e) and Rule 15d-15(e) 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 December 31, 2015 , the Corporation’s management carried out an evaluation, under the supervision and with the participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures. Based on the foregoing, its Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures were effective as of December 31, 2015 . No changes were made to the Corporation’s internal control over financial reporting (as defined Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act) during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
Management of Associated Banc-Corp is responsible for establishing and maintaining adequate internal control over financial reporting. The Corporation’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Corporation’s financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
As of December 31, 2015 , management assessed the effectiveness of the Corporation’s internal control over financial reporting based on criteria for effective internal control over financial reporting established in “Internal Control — Integrated Framework (2013),” issued by the Committee of Sponsoring Organization of the Treadway Commission (COSO). Based on this assessment, management has determined that the Corporation’s internal control over financial reporting as of December 31, 2015 , was effective.
KPMG LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Corporation included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2015 . The report, which expresses an unqualified opinion on the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2015 , is included below under the heading “Report of Independent Registered Public Accounting Firm.”

124


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Associated Banc-Corp:            
We have audited Associated Banc-Corp’s (the Company) internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting . Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Associated Banc-Corp maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Associated Banc-Corp and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2015, and our report dated February 5, 2016 expressed an unqualified opinion on those consolidated financial statements.
KPMG LLP
Chicago, Illinois
February 5, 2016

125


ITEM 9B.    
OTHER INFORMATION
None.
PART III
ITEM 10.    
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information in the Corporation’s definitive Proxy Statement, prepared for the 2016 Annual Meeting of Shareholders, which contains information concerning this item under the captions “Election of Directors” and “Information About the Board of Directors”; and information concerning Section 16(a) compliance under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” is incorporated herein by reference. Information relating to the Corporation’s executive officers is set forth in Part I of this report.
ITEM 11.    
EXECUTIVE COMPENSATION
The information in the Corporation’s definitive Proxy Statement, prepared for the 2016 Annual Meeting of Shareholders, which contains information concerning this item, under the captions “Executive Compensation — Compensation Discussion and Analysis,” “Director Compensation,” “Compensation and Benefits Committee Interlocks and Insider Participation,” and “Compensation and Benefits Committee Report” is incorporated herein by reference.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information in the Corporation’s definitive Proxy Statement, prepared for the 2016 Annual Meeting of Shareholders, which contains information concerning this item, under the caption “Stock Ownership,” is incorporated herein by reference.
Equity Compensation Plan Information
Plan Category
(a)
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
 
(b)
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
 
(c)
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(excluding securities
reflected in column (a))
Equity compensation plans approved by security holders
6,629,143

 
$
17.22

 
11,184,971

Equity compensation plans not approved by security holders
—

 
—

 
—

Total
6,629,143

 
$
17.22

 
11,184,971

ITEM 13.    
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information in the Corporation’s definitive Proxy Statement, prepared for the 2016 Annual Meeting of Shareholders, which contains information concerning this item under the captions “Related Party Transactions,” and “Information about the Board of Directors,” is incorporated herein by reference.
ITEM 14.    
PRINCIPAL ACCOUNTING FEES AND SERVICES
The information in the Corporation’s definitive Proxy Statement, prepared for the 2016 Annual Meeting of Shareholders, which contains information concerning this item under the caption “Fees Paid to Independent Registered Public Accounting Firm,” is incorporated herein by reference.

126


PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)    1 and 2 Financial Statements and Financial Statement Schedules
The following financial statements and financial statement schedules are included under a separate caption “Financial Statements and Supplementary Data” in Part II, Item 8 hereof and are incorporated herein by reference.
Consolidated Balance Sheets — December 31, 2015 and 2014
Consolidated Statements of Income — For the Years Ended December 31, 2015 , 2014 , and 2013
Consolidated Statements of Comprehensive Income — For the Years Ended December 31, 2015 , 2014 , and 2013
Consolidated Statements of Changes in Stockholders’ Equity — For the Years Ended December 31, 2015 , 2014 , and 2013
Consolidated Statements of Cash Flows — For the Years Ended December 31, 2015 , 2014 , and 2013
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm

127


(a)    3 Exhibits Required by Item 601 of Regulation S-K
 
 
 
 
 
Exhibit
Number
 
Description
  
 
 
 
 
(3)(a)
 
Amended and Restated Articles of Incorporation
  
Exhibit (3) to Report on Form 10-Q filed on May 8, 2006
 
 
 
(3)(b)
 
Articles of Amendment to the Amended and Restated Articles of Incorporation of Associated Banc-Corp with respect to its 8.00% Perpetual Preferred Stock, Series B, dated September 12, 2011
  
Exhibit (3.1) to Report on Form 8-K filed on September 15, 2011
 
 
 
(3)(c)
 
Articles of Amendment to the Amended and Restated Articles of Incorporation of Associated Banc-Corp with respect to its 6.125% Non-Cumulative Perpetual Preferred Stock, Series C, dated June 4, 2015
  
Exhibit (3.1) to Report on Form 8-K filed on June 8, 2015
 
 
 
 
 
(3)(d)
 
Articles of Amendment to the Amended and Restated Articles of Incorporation of Associated Banc-Corp regarding the rights and preferences of preferred stock, effective April 25, 2012
  
Exhibit (3.1 and 4.1) to Report on Form 8-K filed on April 25, 2012
 
 
 
(3)(e)
 
Amended and Restated Bylaws
  
Exhibit (3) to Report on Form 10-Q filed on November 1, 2013
 
 
 
(4)(a)
 
Instruments Defining the Rights of Security Holders, Including Indentures
  
 
 
 
 
 
 
The Parent Company, by signing this report, agrees to furnish the SEC, upon its request, a copy of any instrument that defines the rights of holders of long-term debt of the Corporation and its consolidated and unconsolidated subsidiaries for which consolidated or unconsolidated financial statements are required to be filed and that authorizes a total amount of securities not in excess of 10% of the total assets of the Corporation on a consolidated basis
  
 
 
 
 
(4)(b)
 
Indenture, dated as of March 14, 2011, between Associated Banc-Corp and The Bank of New York Mellon Trust Company, N.A.
  
Exhibit (4.1) to Report on Form 8-K filed on March 28, 2011
 
 
 
(4)(c)
 
Global Note dated as of March 28, 2011 representing $300,000,000 5.125% Senior Notes due 2016
  
Exhibit (4.2) to Report on Form 8-K filed on March 28, 2011
 
 
 
(4)(d)
 
Global Note dated as of September 13, 2011 representing $130,000,000 5.125% Senior Notes due 2016
  
Exhibit (4.4) to Report on Form 8-K filed on September 15, 2011
 
 
 
(4)(e)
 
Deposit Agreement, dated September 14, 2011, among Associated Banc-Corp, Wells Fargo Bank, N.A. and the holders from time to time of the Depositary Receipts described therein, and Form of Depositary Receipt
  
Exhibit (4.2) to Report on Form 8-K filed on September 15, 2011
 
 
 
(4)(f)
 
Warrant Agreement for 3,983,308 Warrants, dated as of November 30, 2011, between Associated Banc-Corp and Wells Fargo Bank, N.A.
  
Exhibit (4.1) to Report on Form 8-A filed on December 1, 2011
 
 
 
 
 
(4)(g)
 
Specimen Warrant for 3,983,308 Warrants
  
Exhibit (4.2) to Report on Form 8-A filed on December 1, 2011
 
 
 
 
 
(4)(h)
 
Subordinated Indenture, dated as of November 13, 2014, between Associated Banc-Corp and The Bank of New York Mellon Trust Company, N.A., as trustee
  
Exhibit (4.1) to Report on Form 8-K filed on November 18, 2014
 
 
 
 
 
(4)(i)
 
Global Note dated as of November 13, 2014 representing $250,000,000 2.750% Senior Notes due 2019
  
Exhibit (4.2) to Report on Form 8-K filed on November 18, 2014
 
 
 
 
 
(4)(j)
 
Global Note dated as of November 13, 2014 representing $250,000,000 4.250% Subordinated Note due 2025
  
Exhibit (4.3) to Report on Form 8-K filed on November 18, 2014
 
 
 
 
 
(4)(k)
 
Deposit Agreement, dated June 8, 2015, among Associated Banc-Corp, Wells Fargo Bank, N.A. and the holders from time to time of the Depositary Receipts described therein, and form of Depositary Receipt
 
Exhibit (4.2) to Report on Form 8-K filed on June 8, 2015
 
 
 
 
 
*(10)(a)
 
Associated Banc-Corp 1987 Long-Term Incentive Stock Plan, Amended and Restated Effective January 1, 2008
  
Exhibit (10)(a) to Report on Form 10-K filed on February 26, 2009
 
 
 
 
 
*(10)(b)
 
Associated Banc-Corp 1999 Long-Term Incentive Stock Plan, Amended and Restated Effective January 1, 2008
  
Exhibit (10)(b) to Report on Form 10-K filed on February 26, 2009
 
 
 
 
 
*(10)(c)
 
Associated Banc-Corp 2003 Long-Term Incentive Stock Plan, Amended and Restated Effective January 1, 2008
  
Exhibit (10)(c) to Report on Form 10-K filed on February 26, 2009


128


 
 
 
 
 
Exhibit
Number
 
Description
  
 
 
 
 
*(10)(d)
 
Associated Banc-Corp Deferred Compensation Plan
  
Exhibit (10)(h) to Report on Form 10-K filed on February 26, 2009
 
 
 
*(10)(e)
 
Associated Banc-Corp Directors’ Deferred Compensation Plan, Restated Effective January 1, 2008
  
Exhibit (10)(i) to Report on Form 10-K filed on February 26, 2009
 
 
 
*(10)(f)
 
Associated Banc-Corp Deferred Compensation Plan, Restated Effective November 16, 2015
 
Filed herewith
 
 
 
 
 
*(10)(g)
 
Amendment to Associated Banc-Corp 2003 Long-Term Incentive Stock Plan effective November 15, 2009
  
Exhibit (99.2) to Report on Form 8-K filed on November 16, 2009
 
 
 
*(10)(h)
 
Associated Banc-Corp 2010 Incentive Compensation Plan
  
Exhibit (99.1) to Report on Form 8-K filed on April 29, 2010
 
 
 
*(10)(i)
 
Associated Banc-Corp 2013 Incentive Compensation Plan
  
Appendix A to Definitive Proxy Statement filed on March 14, 2013
 
 
 
*(10)(j)
 
Form of Restricted Stock Agreement
  
Exhibit (10.1) to Report on Form 10-Q filed on August 4, 2014
 
 
 
*(10)(k)
 
Form of Non-Qualified Stock Option Agreement
  
Exhibit (99.3) to Report on Form 8-K filed on January 27, 2012
 
 
 
*(10)(l)
 
Associated Banc-Corp Change of Control Plan, Restated Effective September 28, 2011
  
Exhibit (10.1) to Report on Form 8-K filed on September 30, 2011
 
 
 
*(10)(m)
 
Associated Banc-Corp Supplemental Executive Retirement Plan for Philip B. Flynn
  
Exhibit (99.2) to Report on Form 8-K filed on December 23, 2011
 
 
 
*(10)(n)
 
Form of Performance-Based Restricted Stock Unit Agreement
  
Exhibit (10.2) to Report on Form 10-Q filed on August 4, 2014
 
 
 
 
 
*(10)(o)
 
Supplemental Executive Retirement Plan, Restated Effective January 22, 2013
  
Exhibit (99.1) to Report on Form 8-K filed on January 22, 2013
 
 
 
 
 
*(10)(p)
 
Supplemental Executive Retirement Plan, Restated Effective November 16, 2015
 
Filed herewith
 
 
 
 
 
(11)
 
Statement Re Computation of Per Share Earnings
  
See Note 20 in Part II Item 8
 
 
 
 
 
(21)
 
Subsidiaries of Associated Banc-Corp
  
Filed herewith
 
 
 
 
 
(23)
 
Consent of Independent Registered Public Accounting Firm
  
Filed herewith
 
 
 
 
 
(24)
 
Powers of Attorney
  
Filed herewith
 
 
 
 
 
(31.1)
 
Certification Under Section 302 of Sarbanes-Oxley by Philip B. Flynn, Chief Executive Officer
  
Filed herewith
 
 
 
 
 
(31.2)
 
Certification Under Section 302 of Sarbanes-Oxley by Christopher J. Del Moral-Niles, Chief Financial Officer
  
Filed herewith
 
 
 
 
 
(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.
  
Filed herewith
 
 
 
 
 
(101)
 
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
  
Filed herewith
*
Management contracts and arrangements.
Schedules and exhibits other than those listed are omitted for the reasons that they are not required, are not applicable or that equivalent information has been included in the financial statements, and notes thereto, or elsewhere within.

129


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
ASSOCIATED BANC-CORP
 
 
 
 
Date: February 5, 2016
 
By:
/s/    Philip B. Flynn            
 
 
 
Philip B. Flynn
 
 
 
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 
 
 
 
Signature
  
Title
 
Date
 
 
 
/s/    Philip B. Flynn
  
President and Chief Executive Officer
(Principal Executive Officer)
 
February 5, 2016
Philip B. Flynn
 
 
 
 
 
/s/    Christopher J. Del Moral-Niles
  
Chief Financial Officer and Principal Accounting Officer
 
February 5, 2016
Christopher J. Del Moral-Niles
 
 
Directors: John F. Bergstrom, Ruth M. Crowley, Philip B. Flynn, R. Jay Gerken, William R. Hutchinson, Robert A. Jeffe, Eileen A. Kamerick, Richard T. Lommen, Cory L. Nettles, J. Douglas Quick, Karen T. van Lith, and John (Jay) B. Williams
By:
 
/s/    Randall J. Erickson
 
 
Randall J. Erickson
 
 
As Attorney-In-Fact*
*
Pursuant to authority granted by powers of attorney, copies of which are filed herewith.

130
Exhibit (10)(f) ASSOCIATED BANC-CORP DEFERRED COMPENSATION PLAN Restated Effective November 1, 2015

 
i ASSOCIATED BANC-CORP DEFERRED COMPENSATION PLAN TABLE OF CONTENTS Page ARTICLE 1 Establishment of Plan and Purpose .................................................. 1-1 1.01 Establishment of Plan ...................................................................... 1-1 1.02 Purpose of Plan ................................................................................ 1-1 ARTICLE 2 Definitions and Construction ............................................................ 2-1 2.01 Definitions ....................................................................................... 2-1 2.02 Construction .................................................................................... 2-2 ARTICLE 3 Eligibility .......................................................................................... 3-1 3.01 Conditions of Eligibility .................................................................. 3-1 3.02 Commencement of Participation ..................................................... 3-1 3.03 Termination of Participation ........................................................... 3-1 ARTICLE 4 Deferral of Compensation ................................................................ 4-1 4.01 Amount and Manner of Deferral ..................................................... 4-1 4.02 Termination of Deferral Election .................................................... 4-1 ARTICLE 5 Memorandum Account ..................................................................... 5-1 5.01 Nature of Account ........................................................................... 5-1 5.02 Credit to Memorandum Account ..................................................... 5-1 5.03 Changes in Memorandum Account ................................................. 5-1 5.04 Valuation of Memorandum Account ............................................... 5-2 5.05 Additional Credit ............................................................................. 5-2 ARTICLE 6 Distributions ..................................................................................... 6-1 6.01 For Reasons Other Than Death. ...................................................... 6-1 6.02 Upon Death ...................................................................................... 6-3 6.03 Emergencies .................................................................................... 6-4 6.04 Form of Payment ............................................................................. 6-4 ARTICLE 7 Administration of the Plan ................................................................ 7-1 7.01 Appointment of Separate Administrator ......................................... 7-1 7.02 Powers and Duties ........................................................................... 7-1

 
ii 7.03 Records and Notices ........................................................................ 7-2 7.04 Compensation and Expenses ........................................................... 7-2 7.05 Limitation of Authority ................................................................... 7-2 ARTICLE 8 General Provisions ............................................................................ 8-1 8.01 Assignment ...................................................................................... 8-1 8.02 Employment Not Guaranteed by Plan ............................................. 8-1 8.03 Termination and Amendment .......................................................... 8-1 8.04 Notice .............................................................................................. 8-1 8.05 Limitation on Liability .................................................................... 8-1 8.06 Indemnification ............................................................................... 8-1 8.07 Headings .......................................................................................... 8-2 8.08 Severability ...................................................................................... 8-2 8.09 Claims .............................................................................................. 8-2 ARTICLE 9 Merger of First Financial Corporation Deferred Compensation Plan .......................................................................... 9-1 9.01 Introduction ..................................................................................... 9-1 9.02 Merger ............................................................................................. 9-1 9.03 Investment ....................................................................................... 9-1 9.04 Beneficiary Designations ................................................................ 9-1 9.05 Distributions .................................................................................... 9-1 APPENDIX A FIRST FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN AND TRUST APPENDIX B CLAIMS PROCEDURES

 
iii INTRODUCTION Effective December 16, 1993, Associated Banc Corp (the “Company”) adopted a nonqualified deferred compensation plan (the “Plan”) to benefit certain of its employees by facilitating the accumulation of funds for their retirement. The Company restated the Plan in its entirety effective January 1, 1996. The Company again restated the Plan in its entirety effective January 1, 2001 to merge another nonqualified plan - the First Financial Corporation Deferred Compensation Plan and Trust - into the Plan. The Company again restated the Plan, effective January 1, 2008, to comply with section 409A of the Internal Revenue Code (the “Code”). The Company has further amended and restated the Plan, effective November 1, 2015. This introduction and the following Articles, as amended from time to time, comprise the Plan.

 
1-1 ASSOCIATED BANC CORP DEFERRED COMPENSATION PLAN ARTICLE 1 Establishment of Plan and Purpose 1.01 Establishment of Plan. Associated Banc Corp has established the “Associated Banc Corp Deferred Compensation Plan,” effective as of December 16, 1993 (the “Plan”). . 1.02 Purpose of Plan. The Plan shall permit a select group of management and highly compensated employees to enhance the security of themselves and their beneficiaries following the termination of their employment with the Company (as defined herein) by deferring until that time a portion of the compensation which may otherwise be payable to them at an earlier date. By allowing key management employees to participate in the Plan, the Company expects the Plan to benefit it in attracting and retaining the most capable individuals to fill its executive positions. The parties intend that the arrangements described herein be unfunded for tax purposes and for purposes of Title I in the Employee Retirement Income Security Act of 1986, as amended from time to time (“ERISA”).

 
2-1 ARTICLE 2 Definitions and Construction As used herein, the following words shall have the following meanings: 2.01 Definitions. (a) Administrator. The Company or person or persons selected by the Company pursuant to Article 7 below to control and manage the operation and administration of the Plan. (b) Beneficiaries. The spouse or descendants of Participant or any other person receiving benefits hereunder in relation to Participant. (c) Company. Associated Banc Corp, a Wisconsin banking corporation and any subsidiary, successor or affiliate which has adopted this Plan and any successor thereto. The board of directors of Associated Banc Corp has authorized the Compensation and Benefits Committee of the board to act on behalf of the Company for purposes of the Plan. (d) Compensation. The total pre-tax dollar amount paid to (irrespective of the Plan Year in which it was earned) a Participant in the form of salary, cash-based annual incentive payments, and commission payments (prior to reduction of any such amounts pursuant to any Company benefit plans). (e) Effective Date. The effective date of this Plan shall be December 16, 1993. (f) Employee. An employee of the Company. (g) Employment. Employment with the Company. (h) Incentive Compensation. The amount payable to a Participant under any annual bonus or other incentive compensation plan of the Company that is paid on an annual basis (but not including any such amounts that are paid under equity-based incentive plans of the Company, or as recruiting or relocation bonuses).

 
2-2 (i) Memorandum Account. The account maintained for each Participant pursuant to Article 5 below. (j) Participants. Such management and highly compensated Employees whom the Company identifies as eligible to defer compensation hereunder and who elect to participate herein. Also, any individual who was a participant in the First Financial Corporation Deferred Compensation Plan and who had a frozen account balance under the First Financial Corporation Deferred Compensation Plan (“First Financial Frozen Account”) as of December 31, 2000 shall automatically qualify as a Participant in the Plan as of January 1, 2001, for purposes of the maintenance, investment and distribution of the First Financial Frozen Account as described in Article 9. (k) Plan. The Associated Banc Corp Deferred Compensation Plan, as stated herein and as amended from time to time. (l) Plan Year. The period beginning on February 1, 1994 and ending on December 31, 1994, and thereafter each 12 month period ending on each subsequent December 31. (m) Salary. The amount earned by a Participant in the form of base salary, commissions or sales incentives, paid to the Participant on a bi-monthly or bi-weekly basis. (n) Trust. The Associated Banc-Corp Deferred Compensation Trust. (o) Trustee. The Trustee of the Associated Banc-Corp Deferred Compensation Trust. (p) Unforeseeable Emergency. An Unforeseeable Emergency is a severe financial hardship to a Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. 2.02 Construction. The Plan shall be governed by applicable federal law, including the requirements of Code Section 409A, and regulations thereunder, and the laws of the State of Wisconsin. Words used in the masculine gender shall include the feminine and words used in the singular shall include the plural, as appropriate. The words “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall refer to the entire Agreement, not to a

 
2-3 particular section. All references to statutory sections shall include the section so identified as amended from time to time or any other statute of similar import. If any provisions of the Code, ERISA or other statutes or regulations render any provisions of this Plan unenforceable, such provision shall be of no force and effect only to the minimum extent required by such law.

 
3-1 ARTICLE 3 Eligibility 3.01 Conditions of Eligibility. Eligibility for participation in the Plan shall be based upon an Employee’s Compensation for the prior Plan Year, or, for a newly hired employee, projected Compensation for the upcoming Plan Year. An Employee shall be an eligible Participant if his or her Compensation for the prior Plan Year (or projected Compensation for the upcoming Plan Year for any newly hired Employee) is at least $115,000. The Administrator may change the eligibility threshold from time to time prior to an applicable Plan Year. 3.02 Commencement of Participation. An eligible Participant may commence participation in the Plan by electing a deferral of compensation on the form approved by the Administrator prior to the applicable Plan Year. Newly hired Participants that are eligible based on projected Compensation shall not be able to participate until the first day of the Plan Year following the year of their hire. Participation shall begin as of the first day of the Plan Year following the Participant’s election to defer compensation in accordance with Article 4 below. 3.03 Termination of Participation. An individual’s right to defer compensation hereto shall cease as of the earlier of the termination of his Employment or as of the end of the Plan Year immediately prior to the Plan Year in which Employee ceases to meet the criteria to be an eligible Participant pursuant to Section 3.01 above.

 
4-1 ARTICLE 4 Deferral of Compensation 4.01 Amount and Manner of Deferral. In order to defer Salary or Incentive Compensation for any Plan Year, prior to the commencement of a Plan Year, a Participant must submit to the Company a written election on the form approved by the Administrator indicating the amount of his Salary or Incentive Compensation which he elects deferred hereunder. Such written election shall become irrevocable immediately upon commencement of the Plan Year following such election, except as otherwise provided in Section 4.02 below. The Company shall, consistent with such election, defer all or such portion of the Participant’s Salary and/or Incentive Compensation earned with respect to service performed in such Plan Year. Notwithstanding the foregoing, the Company shall not allow a Participant to defer an amount for any applicable Plan Year unless the amount of such deferral is at least equal to a minimum amount, if any, determined by the Administrator for the applicable Plan Year. If a Participant elects to defer a portion of his Salary, the Company shall reduce the Participant’s Salary by the amount deferred on a pro rata basis during the Plan Year of deferral. If a Participant elects to defer all or a portion of the Incentive Compensation that may become payable to him, the Company shall reduce each Incentive Compensation payment by the percentage or fixed dollar amount elected by the Participant. 4.02 Termination of Deferral Election. Except as otherwise provided on the written election form approved by the Administrator or upon an Unforeseeable Emergency with the approval of the Administrator, a Participant’s written election to defer Salary and/or Incentive Compensation for any Plan Year shall terminate as of the end of the Plan Year for which the deferral election was made.

 
5-1 ARTICLE 5 Memorandum Account 5.01 Nature of Account. Only for the purpose of measuring payments due Participants hereunder, the Company shall maintain on behalf of each Participant a Memorandum Account to which the Company shall credit the amounts described in this Article 5. The Memorandum Account hereunder and assets, if any and of any nature, acquired by the Company to measure a Participant’s benefits hereunder shall not constitute or be treated for any reason as a trust for, property of or a security interest for the benefit of, Participant, his Beneficiaries or any other person. Participant and the Company acknowledge that the Plan constitutes a promise by the Company to pay benefits to the Participants or their beneficiaries, that Participants’ rights hereunder (by electing to defer compensation hereunder) are limited to those of general unsecured creditors of the Company and that the establishment of the Plan, acquisition of assets to measure Participant’s benefits hereunder or deferral of all or any portion of Participant’s salary or Incentive Compensation hereunder does not prevent any property of the Company from being subject to the rights of all the Company’s creditors. 5.02 Credit to Memorandum Account. As of the last day of each Plan Year, the Company shall credit to the Memorandum Account of each Participant the amount, if any, of his salary and/or Incentive Compensation deferred for such Plan Year (even if calculated and otherwise payable following the close of such Plan Year). If the Company elects, it may credit to a Participant’s Memorandum Account during a Plan Year amounts representing salary and Incentive Compensation otherwise payable before the end of the Plan Year. In such instances, the Company shall credit such amounts to Participants’ Memorandum Accounts as the amounts would otherwise become payable and shall do so on a uniform and nondiscriminatory basis for all Participants. 5.03 Changes in Memorandum Account. Each Participant may specify his investment preferences for his Memorandum Account by completing and submitting an Investment Preference Form provided by the Administrator. The Participant’s Memorandum Account shall be adjusted to reflect the income and losses and increase or decrease in value experienced by assets as if the amounts were invested according to the Participant’s preferences, subject to final approval by the Administrator and Trustee. A Participant’s Memorandum Account shall also reflect expenses generated by, and related to, the investment choices made in accordance with the Investment Preference Form.

 
5-2 A Participant may submit a new Investment Preference Form to the Administrator as frequently as may be allowed by the Administrator or a third- party delegate, consistent with any procedures that may be approved by the Company. No individual may commence participation herein as to the deferral of any amount without first submitting an election pursuant to this subsection 5.03. A Participant or, following his death, his Beneficiaries may continue submitting elections hereunder until the distribution of all amounts from his Memorandum Account. All elections must be in writing and must be signed by the Administrator. 5.04 Valuation of Memorandum Account. Within 90 days after the last day of each Plan Year, the Company shall provide each Participant or his Beneficiaries a statement indicating the balance of his Memorandum Account as of the last day of such Plan Year, reflecting the amount of deferrals, if any, occurring for such year, together with all other changes in value during the Plan Year. Participants who disagree with the information provided in such statements must submit objections, in writing, to the Administrator within 90 days of receipt of such statements. 5.05 Additional Credit. The Company may, in its sole discretion, credit to a Participant’s Memorandum Account amounts in addition to a Participant’s deferral of Salary and/or Incentive Compensation. The name of the Participant and the amount of any such additional credit shall be recorded in the records kept by the Administrator.

 
6-1 ARTICLE 6 Distributions 6.01 For Reasons Other Than Death. (a) The Company shall pay an amount equaling the entire balance of a Participant’s Memorandum Account to him in accordance with the Participant’s written Distribution Election on forms provided by the Administrator. Except as otherwise permitted by rules established by the Administrator and applicable law, the Distribution Election for amounts deferred in a Plan Year must be made by the Participant and filed with the Company prior to commencement of the Plan Year to which the deferrals relate. (b) The permissible distribution events that may be elected by a Participant on his written Distribution Election include: (i) Participant’s separation from service (as defined under Section 409A of the Code and any regulatory guidance promulgated thereunder); or (ii) A fixed payment date (an “in-service distribution election”). (c) Except as otherwise provided by the Administrator in advance of a Participant making a Distribution Election, a Participant may elect to receive payment of his Memorandum Account in a lump sum payment or in annual installments of 5 or 10 years, each commencing on the permissible distribution event elected by the Participant in accordance with Section 6.01(b) above. (d) For deferrals of Salary and/or Incentive Compensation for Plan Year 2016 or later, if no payment election is made by a Participant on an Distribution Election with respect to deferrals relating to a Plan Year by the time that such a Distribution Election would be necessary under Section 409A of the Code, the Participant will be deemed to have elected to receive his Memorandum Account with respect to amounts deferred for such Plan Year in a lump sum upon Participant’s separation from service. (e) To the extent a Participant has made an in-service distribution election with respect to deferrals for a Plan Year, such Participant may subsequently elect to delay the commencement of such election

 
6-2 and change the form of distribution elected in accordance with rules established by the Administrator, provided that any subsequent deferral election must: (i) be made at least 12 months prior to the date such payment otherwise would have been made, and (ii) the payment with respect to which such election is made must be deferred for a period of not less than five (5) years from the date such payment otherwise would have been made. (f) In no event shall distributions to a Participant who receives distributions as a result of a separation from service occur prior to six months after the Participant’s separation from service. Therefore, for any distribution to a Participant who has elected to receive distributions of his Memorandum Account commencing upon a separation from service, the first (or only, in the case of a lump sum) distribution to the Participant in such case shall be made to the Participant on the first regular payroll date of the Company following the six-month anniversary of the date of the Participant’s separation from service. Subsequent installments, if applicable, shall be paid to the Participant on the annual anniversary of the date of the first installment payment, with all installments calculated on the declining balance method. (g) In the event that a Participant is entitled to receive an in-service distribution of his Memorandum Account pursuant to his Distribution Election and the Participant has elected to receive such distribution in annual installments, the first installment payment shall be paid to the Participant on the date specified on the Distribution Election and subsequent installments shall be paid on the annual anniversary of the date of the first installment payment, with all installments calculated on the declining balance method. (h) In the event that the date of payment specified in this Article 6 does not fall on a regular payroll date of the Company, the Company shall make such payment on the first regular payroll date following the date such payment would be required to be made. (i) For distributions from a Participant’s Memorandum Account which relate to deferrals of Salary and/or Incentive Compensation for the 2016 Plan Year and later, each installment payment related to such deferrals from a Participant’s Memorandum Account will be treated as a separate payment for purposes of Section 409A of the Code. (j) Beginning with deferrals of Salary and/or Incentive Compensation for Plan Year 2017, a Participant’s most recent written Distribution

 
6-3 Election filed with the Company shall control the distribution event and method of payment of a Participant’s Memorandum Account attributable to Plan Years after such Distribution Election is filed with the Company, except to the extent the most recent written Distribution Election would require an in-service distribution of a deferred amount in the same Plan Year in which such amount would otherwise be credited to a Participant’s Memorandum Account. In the event of such an in-service distribution, the Participant’s most recent written Distribution Election shall be disregarded and the Participant shall be required to file a new written Distribution Election prior to the Plan Year in which the services attributable to such deferred amount will be performed. For example, if a Participant’s most recent Distribution Election, filed in December 2015, specified an in-service distribution to occur in January 2020 and Participant wishes to defer Incentive Compensation for the 2019 Plan Year, the Participant would need to file a new written Distribution Election for the 2019 Plan Year and onward by December 31, 2018. 6.02 Upon Death. (a) Upon a Participant’s death, either before or after his separation from service, with a balance remaining in his Memorandum Account, the Company shall pay an amount equaling the entire balance of his Memorandum Account to the beneficiary or beneficiaries he specifies or, if none, to his surviving spouse or, if none, to his estate. Each Participant may designate a beneficiary or beneficiaries to receive the unpaid balance of his Memorandum Account upon his death and may revoke or modify such designation at any time and from time to time by submitting to the Administrator a Beneficiary Designation on forms approved by the Administrator. (b) If a Participant’s death occurs prior to the permissible distribution event elected by the Participant on his Distribution Election, payment of the Participant’s Memorandum Account shall be made to his Beneficiary or, if none, to the Participant’s estate, in a lump sum as soon as administratively practicable immediately following Participant’s death. (c) If a Participant’s death occurs after the permissible distribution event elected by the Participant on his Distribution Election, payments to his Beneficiary shall occur in the same form, and be calculated in the same manner, as payable to the Participant prior to his death by merely substituting the new recipient for the Participant.

 
6-4 (d) If a Beneficiary survives a Participant, but dies prior to receipt of the entire amount in the Memorandum Account due him, the Company shall, as soon as practicable, pay to the estate of the Beneficiary in a lump sum the entire remaining balance therein due the Beneficiary. (e) The Administrator shall reduce the balance in the deceased Participant’s Memorandum Account by the amount of any payment pursuant to this section 6.02 immediately upon the occurrence of such payment. 6.03 Emergencies. In the event of an Unforeseeable Emergency either before or after the commencement of payments hereunder, a Participant or Beneficiary may request in writing that all or any portion of the benefits due him hereunder be paid in one or more installments prior to the normal time for payment of such amount. The Administrator shall, in its reasonable judgment, determine whether the applicant could not address the Unforeseeable Emergency through reimbursement or compensation by insurance or otherwise, by liquidation of other assets (provided such liquidation, in itself, would not create a financial hardship) or by ceasing deferrals hereunder. Only if the Administrator determines that such an Unforeseeable Emergency exists, the Company shall pay to the Participant or Beneficiary, as the case may be, an amount equal to the lesser of (a) the amount requested or (b) the amount reasonably necessary to alleviate the hardship. The Administrator shall use its reasonable discretion to determine when the prepayments shall be made and shall immediately reduce the balance in the recipient’s Memorandum Account by the amount of such payment. 6.04 Form of Payment. All payments made pursuant to this Plan shall be made in cash. The Plan does not permit distributions in a form other than cash.

 
7-1 ARTICLE 7 Administration of the Plan 7.01 Appointment of Separate Administrator. The board of directors of the Company has appointed the Compensation and Benefits Committee (the “Committee”) of the board to serve as Administrator. The Company shall accept and rely upon any document executed by the Committee until the board revokes such appointment. No person serving on the Committee shall vote or decide upon any matter relating solely to himself or solely to any of his rights or benefits pursuant to the Plan. 7.02 Powers and Duties. The Administrator shall administer the Plan in accordance with its terms. The Administrator shall have full and complete authority and control with respect to Plan operations and administration unless the Administrator allocates and delegates such authority or control pursuant to the procedures stated in subsection (b) or (c) below. Any decisions of the Administrator or its delegate shall be final and binding upon all persons dealing with the Plan or claiming any benefit under the Plan. The Administrator shall have all powers which are necessary to manage and control Plan operations and administration including, but not limited to, the following: (a) To employ such accountants, counsel or other persons as it deems necessary or desirable in connection with Plan administration. The Company shall bear the costs of such services and other administrative expenses. (b) To designate in writing persons other than the Administrator to perform any of its powers and duties hereunder. (c) To allocate in writing any of its powers and duties hereunder to those persons who have been designated to perform Plan fiduciary responsibilities. (d) The discretionary authority to construe and interpret the Plan, including the power to construe disputed provisions. (e) To resolve all questions arising in the administration, interpretation and application of the Plan, including, but not limited to, questions as to the eligibility or the right of any person to a benefit. (f) To adopt such rules, regulations, forms and procedures from time to time as it deems advisable and appropriate in the proper administration of the Plan.

 
7-2 (g) To prescribe procedures to be followed by any person in applying for distributions pursuant to the Plan and to designate the forms or documents, evidence and such other information as the Administrator may reasonably deem necessary, desirable or convenient to support an application for such distribution. (h) To apply consistently and uniformly Committee rules, regulations and determinations to all Participants and beneficiaries in similar circumstances. 7.03 Records and Notices. The Administrator shall keep a record of all its proceedings and acts and shall maintain all such books of accounts, records and other data as may be necessary for proper plan administration. The Administrator shall notify the Company of any action taken by the Administrator which affects the Trustee’s Plan obligations or rights and, when required, shall notify any other interested parties. 7.04 Compensation and Expenses. The expenses incurred by the Administrator in the proper administration of the Plan shall be paid from the Company. An Administrator who is an Employee shall not receive any additional fee or compensation for services rendered as an Administrator. 7.05 Limitation of Authority. The Administrator shall not add to, subtract from or modify any of the terms of the Plan, change or add to any benefits prescribed by the Plan, or waive or fail to apply any Plan requirement for benefit eligibility.

 
8-1 ARTICLE 8 General Provisions 8.01 Assignment. No Participant or Beneficiary may sell, assign, transfer, encumber or otherwise dispose of the right to receive payments hereunder. A Participant’s rights to benefit payments under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Participant or the Participant’s beneficiary. 8.02 Employment Not Guaranteed by Plan. The establishment of this Plan, its amendments and the granting of a benefit pursuant to the Plan shall not give any Participant the right to continued Employment or limit the right of the Company to dismiss or impose penalties upon the Participant or modify the terms of Employment of any Participant. 8.03 Termination and Amendment. The Company may at any time and from time to time terminate, suspend, alter or amend this Plan and no Participant or any other person shall have any right, title, interest or claim against the Company, its directors, officers or employees for any amounts, except that Participant shall be vested in his Memorandum Account hereunder as of the date on which the Plan is terminated, suspended, altered or amended and (unless the Company and Participant agree to the contrary) such amount shall (a) continue to fluctuate pursuant to the investment election then in effect and (b) be paid to the Participant or his Beneficiaries at the time and in the manner provided by Article 6 above. Notwithstanding the above, the Plan may be liquidated upon termination if the requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix) are satisfied. 8.04 Notice. Any and all notices, designations or reports provided for herein shall be in writing and delivered personally or by registered or certified mail, return receipt requested, addressed, in the case of the Company, its Board of Directors or Administrator, to the Company’s principal business office and, in the case of a Participant or Beneficiary, to his home address as shown on the records of the Company. 8.05 Limitation on Liability. In no event shall the Company, Employer, Administrator or any Employee, officer or director of the Company incur any liability for any act or failure to act unless such act or failure to act constitutes a lack of good faith, willful misconduct or gross negligence with respect to the Plan. 8.06 Indemnification. The Company shall indemnify the Administrator and any Employee, officer or director of the Company against all

 
8-2 liabilities arising by reason of any act or failure to act unless such act or failure to act is due to such person’s own gross negligence, willful misconduct or lack of good faith in the performance of his duties to the Plan or trust. Such indemnification shall include, but not be limited to, expenses reasonably incurred in the defense of any claim, including attorney and legal fees, and amounts paid in any settlement or compromise; provided, however, that indemnification shall not occur to the extent that it is not permitted by applicable law. Indemnification shall not be deemed the exclusive remedy of any person entitled to indemnification pursuant to this section. The indemnification provided hereunder shall continue as to a person who has ceased acting as a director, officer, member, agent or Employee of the Administrator or as an officer, director or Employee of the Company, and such person’s rights shall inure to the benefit of his heirs and representatives. 8.07 Headings. All articles and section headings in this Plan are intended merely for convenience and shall in no way be deemed to modify or supplement the actual terms and provisions stated thereunder. 8.08 Severability. Any provision of this Plan prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof. The illegal or invalid provisions shall be fully severable and this Plan shall be construed and enforced as if the illegal or invalid provisions had never been inserted in this Plan. 8.09 Claims. Any claim for benefits under the Plan by a Participant or Beneficiary shall be governed by the claims procedures set forth in Appendix B.

 
9-1 ARTICLE 9 Merger of First Financial Corporation Deferred Compensation Plan 9.01 Introduction. The Company acquired First Financial Corporation effective October 29, 1997. The Company continued to maintain the First Financial Corporation Deferred Compensation Plan and Trust (the “First Financial Plan”) following the acquisition. Deferrals to the First Financial Plan were discontinued after the merger, and participants’ accounts were frozen (the “First Financial Frozen Accounts”). The former plan document for the First Financial Plan is attached to this Plan as Appendix A. 9.02 Merger. The First Financial Plan was merged into this Plan effective January 1, 2001, and the First Financial Frozen Accounts were transferred to this Plan as of the effective date of the merger. As soon as administratively practicable following the adoption of this restated Plan, the assets subject to section VII of the document governing the First Financial Plan will be transferred to the Associated Banc-Corp Deferred Compensation Trust. 9.03 Investment. Participants with First Financial Frozen Accounts may direct investment of those accounts in accordance with section 5.03 of this Plan. 9.04 Beneficiary Designations. Participants with First Financial Frozen Accounts may file new Beneficiary Designations for those accounts by completing and filing forms provided by the Administrator for this purpose. 9.05 Distributions. Distributions from the First Financial Frozen Accounts will be governed by sections VI, IX, X and XI of the First Financial Plan document and the distribution elections for the First Financial Frozen Accounts previously made by Participants. The functions of the Compensation Committee with regard to distributions as described by the First Financial Plan shall be performed by the Administrator of this Plan. The merger of the First Financial Plan into this Plan shall not be construed to give the Participants an opportunity to change their distribution elections for the First Financial Frozen Accounts.

 
APPENDIX A FIRST FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN AND TRUST Effective January 1, 1988 As Amended Through January 1, 1993

 
FIRST FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN AND TRUST Table of Contents Page SECTION I General ................................................................................................ 1 SECTION II Definitions ......................................................................................... 1 SECTION III Eligibility and Selection of Participants .......................................... 2 SECTION IV Election to Defer .............................................................................. 2 SECTION V Deferral Amount Selection ................................................................ 3 SECTION VI Timing and Manner of Distribution ................................................. 4 SECTION VII The Trust......................................................................................... 4 SECTION VIII Rights of Participants .................................................................... 9 SECTION IX Death or Disability of Participant .................................................. 10 SECTION X Distribution in the Event of Financial Hardship .............................. 10 SECTION XI Distribution in the Event of Significant Change in Tax Law ............................................................................................ 11 SECTION XII Administration .............................................................................. 11 SECTION XIII Funding ....................................................................................... 12 SECTION XIV Special Provisions Applicable to Insiders ................................... 12 SECTION XV Execution ...................................................................................... 15 EXHIBITS Exhibit 7.3 Investment Vehicles Exhibit 7.4 Election of Investment Vehicle Exhibit 9.1 Designation of Beneficiary Exhibit 12.3 Election of Deferment

 
A-1 SECTION I General The purpose of this Deferred Compensation Plan and Trust is to provide flexibility to eligible employees of First Financial Corporation and its direct and indirect subsidiaries in their receipt of Base Salary and Annual Incentive Compensation. SECTION II Definitions The following definitions shall be applicable throughout the Deferred Compensation Plan and Trust: 2.1 “Annual Incentive Compensation” shall include any amount earned by certain executives of First Financial Corporation or its direct or indirect subsidiaries under a Company-sponsored incentive plan or through discretionary bonuses. 2.2 “Beneficiary” shall mean the person or persons who upon the death, disability or incompetency of a Participant shall have acquired, by will, by laws of decent and distribution or by other legal proceedings, the right to the Participant’s Account. 2.3 “Base Salary” shall mean the monthly amount payable to the executive for performance of services exclusive of any amounts included as Annual Incentive Compensation. 2.4 “Base Salary Deferral Year” shall mean the calendar year. 2.5 “Company” shall mean First Financial Corporation or any direct or indirect subsidiary of First Financial Corporation which employs the Participant. 2.6 “Compensation Committee” shall mean the Compensation Committee of the Board of Directors of First Financial Corporation. 2.7 “Disabled” shall mean that a Participant has suffered a permanent and total disability as determined by the Compensation Committee. 2.8 “Effective Date” shall mean January 1, 1988 as amended through January 1, 1993. 2.9 “Participant” shall mean an employee designated as eligible under Section 3.1 who has elected, under the terms and conditions of the Plan, to defer

 
A-2 payments of all or allowable portions of Base Salary and/or Annual Incentive Compensation. 2.10 “Participant Account” shall mean the Participant’s account established pursuant to Section 4.1. 2.11 “Plan” shall mean this Deferred Compensation Plan and Trust. 2.12 “Plan Year” shall mean the calendar year. 2.13 “Retirement” shall mean retirement from employment of a Participant in accordance with the Company’s normal retirement policies, as amended from time to time and as determined by the Compensation Committee. 2.14 “Trust” shall mean the trust created under Section VII of this Plan. 2.15 “Trustee” shall initially mean Marshall & Ilsley Trust Company which is hereby appointed to administer the Trust and the Participant Accounts in accordance with this Plan and pursuant to the requirement of Section VII hereof. “Trustee” shall also refer to any substitute or replacement Trustee appointed under Section VII hereof. SECTION III Eligibility and Selection of Participants 3.1 Participation in the Plan shall be determined by the Compensation Committee. SECTION IV Election to Defer 4.1 An eligible employee may elect, under the terms and conditions of the Plan, to defer all or an allowable portion specified under Section 5.2 of Base Salary or Annual Incentive Compensation. Such election shall be made by written notice in the manner specified by the Compensation Committee and shall be irrevocable when made. 4.2 Election to defer Annual Incentive Compensation shall be made on or before December 1 of the Plan Year. 4.3 Election to defer Base Salary shall be made prior to the first day of the Base Salary Deferral Year.

 
A-3 4.4 All amounts earned by the Participant and deferred under this Section IV shall be forthwith paid by the Company to the Trustee which shall administer the funds in accordance with its duties under Section VII hereof and the other requirements of the Plan. 4.5 No distribution of funds deferred hereunder shall be made by the Trustee to a Participant or a Participant’s Beneficiary prior to the earliest of the following dates: (b) the date of payment specified by the Participant in his/her deferral election, provided that such date shall be no less than five (5) years from the date of the election; (c) the Retirement date of a Participant; (d) the date that a Participant becomes Disabled; (e) the date of death of a Participant; (f) the date the Compensation Committee determines a Financial Hardship or Significant Change in Tax Law exists pursuant to Sections 10.1 or 11.1 of this Plan and Trust; or (g) the date of termination of employment as provided in Section 8.3 of this Plan and Trust. SECTION V Deferral Amount Selection 5.1 Participants of the Plan may select to defer a percentage of Annual Incentive Compensation (if any) and/or a percentage of Base Salary. Alternatively, a specified dollar amount of deferral may be selected by the Participant. 5.2 If percentage deferral is selected, any percentage amount up to 100% shall be permitted. 5.3 Plan Participants may independently select, to defer amounts from Annual Incentive Compensation and from Base Salary.

 
A-4 SECTION VI Timing and Manner of Distribution 6.1 Plan Participants may choose to receive payment of deferred amounts by one of the alternative methods stated hereunder: 6.2 Lump sum payment in any year at least five years from the date of election as specified by the Participant; 6.3 Equal annual installments, the first such installment to be paid at least five years from the date of election as specified by the Participant; or 6.4 Upon the anticipated retirement date (or one tax year thereafter) in either: (i) One lump sum payment in the year so specified by the Participant. (ii) Equal annual installments, the first of which shall be paid commencing in the year so specified by the Participant. The Compensation Committee shall provide the Trustee with a copy of the Participant’s deferral election. SECTION VII The Trust 7.1 The Company shall deliver to the Trustee all amounts deferred under Section IV of this Plan as soon as practicable after such amounts have been earned by the Participant, to be administered and disposed of by the Trustee as provided herein. 7.2 (a) As used herein, the term “Trust Corpus” shall mean the amounts delivered to the Trustee by the Company from time to time on behalf of each Participant pursuant to the terms hereof, less amounts distributed to the Participants pursuant to the terms hereof, plus all income earned by the Trust, in such amounts in whatever form held or invested as provided herein. (b) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part 1, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. The principal of the Trust and any earnings thereon shall be held separate and apart from any other funds of the Company and shall be used exclusively for

 
A-5 the uses and purposes of Plan Participants and general creditors as herein set forth. 7.3 That portion of the Trust Corpus held on behalf of each Participant (the “Participant’s Account”) shall be invested or reinvested at the option of the Participant in one of the investments provided on Exhibit 7.3 hereto. 7.4 The Compensation Committee shall permit each Participant to select the investment vehicle(s), as provided in Section 7.3, for such portion of the Trust Corpus allocated to such Participant’s Account. The Compensation Committee or the Trustee shall provide descriptive information regarding each investment vehicle to the Participant at least annually. The Participant may allocate his or her Participant Account among two or more investment vehicles on a percentage basis. Such selection shall be made on or before December 1 of each Plan Year on a form to be provided to the Participant from the Compensation Committee or Trustee in the form attached hereto as Exhibit 7.4. If the Trustee fails to receive notification on or before December 1 of each Plan Year of a change in the investment vehicle selection by any Participant, such Participant’s Account shall continue to be invested in such investment vehicle(s) as last previously selected by the Participant 7.5 The Trustee shall be permitted to withhold from any payment due to a Participant hereunder the amount required by law to be so withheld under federal, state and local wage withholding requirements or otherwise, and shall pay over to the appropriate government authority the amounts so withheld. Except as otherwise provided herein, in the event of any final determination by the Internal Revenue Service or a court of competent jurisdiction, which determination is not appealable or with respect to which the time for appeal has expired, or the receipt by the Trustee of a substantially unqualified opinion of tax counsel selected by the Trustee, which determination determines or which opinion opines, that the Participant is subject to federal income taxation on amounts held in Trust hereunder prior to the distribution to the Participant of such amounts, the Trustee shall, on receipt by the Trustee of such opinion or notice of such determination, pay to the Participant the portion of the Trust Corpus includable in the Participant’s federal gross income. 7.6 The Trust Corpus is and shall remain at all times subject to the claims of the general creditors of the Company in the event of the Company’s insolvency as defined in Section 7.7. Accordingly, the Company shall not create, and this Plan shall not be construed to create, a preferred claim on or any beneficial ownership interest in the Trust Corpus in favor of any Participant or any creditor. Any rights created under the Plan and this Trust

 
A-6 Agreement shall be mere unsecured contractual rights of Plan Participants and their beneficiaries against the Company. If the Trustee receives the notice provided for in Section 7.7 hereof, or otherwise receives actual notice that the Company is insolvent as defined in Section 7.7 hereof, the Trustee will make no further distributions of the Trust Corpus to any Participant but will deliver the Trust Corpus only to satisfy such claims, including those of any Participant, as a court of competent jurisdiction may direct. In such event, the Trustee is authorized to institute or participate in appropriate legal proceedings to obtain such directions. The Trustee shall resume distribution of Trust Corpus to the Participants under the terms hereof, including any arrearages, after so notifying the Company, if it determines that the Company was not, or is no longer insolvent. 7.7 The Company, through its Board of Directors or Chief Executive Officer, shall advise the Trustee promptly in writing of the Company’s insolvency. The Company shall be deemed insolvent upon (a) the appointment of a conservator or receiver (a “receiver”) due to a finding that the Company is unable to pay its debts as such debts become due and the expiration, without revocation of the receiver’s authority, of the receiver’s notice period to the Company’s creditors all in accordance with 12 CFR Part 549, or (b) the institution of bankruptcy or dissolution proceedings with respect to the Company. 7.8 The duties and responsibilities of the Trustee shall be limited to those expressly set forth in this Plan, and no implied covenants or obligations shall be read into this Plan or Trust against the Trustee. The interests of any Participant hereunder are not subject to assignment or alienation except in accordance with the terms of the Plan. Notwithstanding any powers granted to the Trustee pursuant to this Plan or applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. 7.9 The Trustee shall maintain such books, records and accounts as may be necessary for the proper administration of the Trust Corpus and the Participant Accounts, and shall render to the Company and to any Participant, on or prior to each April 1 following the date of this Plan until the termination of this Plan (and on the date of such termination), an accounting with respect to the Trust Corpus and each Participant’s Account as of the end of the then most recent calendar year (and as of the date of such termination), provided that no such accounting shall be required if the Trust Corpus has a zero balance. Upon the written request of any

 
A-7 Participant or the Company, the Trustee shall deliver to the Participant or the Company, as the case may be, a written report setting forth the amount held in the Participant’s Account for the Participant, the current status of the investment vehicle including earnings on the investment, and a record of the contributions made with respect thereto by the Company. Unless the Company or the Participant shall have filed with the Trustee written exceptions or objections to any such statement and account within 180 days after receipt thereof, the Company or the Participant, as the case may be, shall be deemed to have approved such statement and account, and in such case the Trustee shall be forever released and discharged with respect to all matters and things reported in such statement and account as though it had been settled by a decree of a court of competent jurisdiction in an action or proceeding to which the Company and the Participant were parties. 7.10 The Trustee shall not be liable for any act taken or omitted to be taken hereunder if taken or omitted to be taken by it in good faith. The Trustee shall also be fully protected in relying upon any notice given hereunder which it in good faith believes to be genuine and executed and delivered in accordance with this Plan. The Trustee may consult with legal counsel to be selected by it, and the Trustee shall not be liable for any action taken or suffered by it in good faith in accordance with the advice of such counsel. 7.11 The Trustee shall be reimbursed by the Company for its reasonable expenses incurred in connection with the performance of its duties hereunder and shall be paid reasonable fees for the performance of such duties in the manner provided by Section 7.12 or 7.13. 7.12 The Company agrees to indemnify and hold harmless the Trustee from and against any and all damages, losses, claims or expenses as incurred (including expenses of investigation and fees and disbursements of counsel to the Trustee and any taxes imposed on the Trust Corpus or income of the Trust) arising out of or in connection with the performance by the Trustee of its duties hereunder. Any amount payable to the Trustee under Section 7.11, this Section 7.12, or Section 7.13 and not previously paid by the Company shall be paid by the Company promptly upon demand therefor by the Trustee or, if the Trustee so chooses in its sole discretion, from the Trust Corpus. In the event that payment is made hereunder to the Trustee from the Trust Corpus, the Trustee shall promptly notify the Company in writing of the amount of such payment. The Company agrees that, upon receipt of such notice, it will deliver to the Trustee to be held in the Trust an amount in cash equal to any payments made from the Trust Corpus to the Trustee pursuant to Section 7.11, this Section 7.12, or Section 7.13. The failure of the Company to transfer any such amount shall not in any

 
A-8 way impair the Trustee’s right to indemnification, reimbursement and payment pursuant to Section 7.11, this Section 7.12, or Section 7.13. 7.13 The Trustee is specifically authorized and required to take such action as may be necessary or appropriate, including the institution of litigation or other legal process, to enforce the Company’s obligations hereunder on behalf of either itself or a Participant, and any expenses thus incurred by the Trustee shall be paid or reimbursed by the Company. 7.14 The Trustee may resign and be discharged from its duties hereunder at any time by giving notice in writing of such resignation to the Company and all Participants specifying a date (not less than thirty days after the giving of such notice) when such resignation shall take effect. Promptly after such notice, the Company shall appoint a successor trustee, such trustee to become Trustee hereunder upon the resignation date specified in such notice. The Company may at any time substitute a new trustee by giving 15 days’ notice thereof to the Trustee then acting. In the event of such removal or resignation, the Trustee shall duly file with the Company a written statement or statements of accounts and proceedings as provided in Section 7.9 hereof for the period since the last previous annual accounting of the Trust. The Trustee and any successor thereto appointed hereunder shall be a corporate professional trustee which is not an affiliate of the Company. 7.15 Except as provided herein, this Trust shall be irrevocable. This Trust shall be terminated upon the earliest to occur of the following events: (a) the written agreement to so terminate signed by the Company and all Participants; (b) the final payment from the Trust Corpus of all amounts payable hereunder to the Participants. 7.16 Subject to Sections 12.1 and 12.2 hereof, this Plan and Trust may only be amended by written agreement signed by the Company and a majority of the Participants provided that the Trustee must consent to any amendment which would increase its duties hereunder and provided further that no amendment shall impair any benefit vested to any Participant who has not agreed to such amendment and no amendment shall make this Plan and Trust revocable. 7.17 The Company shall, at any time and from time to time, upon the reasonable request of the Trustee, execute and deliver such further instruments and do

 
A-9 such further acts as may be necessary or proper to effectuate the purposes of this Plan. 7.18 This Plan sets forth the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all prior agreements, arrangements and understandings relating thereto. This Plan shall be binding upon and inure to the benefit of the parties and their respective successors and legal representatives. This Plan shall be governed by and construed in accordance with the laws of the State of Wisconsin other than and without reference to any provisions of such laws regarding choice of laws or conflict of laws. In the event that any provision of this Plan or the application thereof to any person or circumstances shall be determined by a court of proper jurisdiction to be invalid or unenforceable to any extent, the remainder of this Plan, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each provision of this Plan shall be valid and enforced to the fullest extent permitted by law. SECTION VIII Rights of Participants 8.1 Nothing contained in the Plan or Trust shall: (a) Confer upon any employee any right with respect to continuation of employment with the company; (b) Interfere in any way with the right of the Company to terminate his or her employment at any time; or (c) Confer upon any employee or other person any claim or right to any distribution under the Plan or Trust except in accordance with its terms. 8.2 No right or interest of any Participant in the Plan shall, prior to actual payment or distribution to such Participant, be assignable or transferable in whole or in part, either voluntarily or by operation of law or otherwise, or be subject to payment of debts of any Participant by execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner. 8.3 If a Participant has elected to defer pursuant to Section 4.1 and his or her services with the Company are terminated voluntarily or involuntarily, the Participant shall retain all rights to the undistributed amounts credited to his or her Participant Account. Such amounts will be distributed by the

 
A-10 Trustee to the Participant in a lump sum as soon as practical following the Participant’s termination. SECTION IX Death or Disability of Participant 9.1 Should a Participant die, or become Disabled, as defined herein, the amount of such Participant’s Account on the date of death or disability shall be distributed by the Trustee to the Participant or the Participant’s Beneficiary, as the case may be. Such distributions shall be made in a lump sum. Each Participant shall designate his/her beneficiary to the Compensation Committee and Trustee in writing as provided on Exhibit 9.1 hereto, and shall have the right to change such designation from time to time. SECTION X Distribution in the Event of Financial Hardship 10.1 The Compensation Committee may, in its sole discretion, direct the Trustee to make a partial or total distribution of amounts in a Participant’s Account upon the Participant’s request and a demonstration by the Participant of an unforeseeable emergency. An unforeseeable emergency is a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that will constitute an unforeseeable emergency will depend upon the facts of each case, but, in any case, payment may not be made to the extent that such hardship is or may be relieved - (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or (iii) by cessation of deferrals under the Plan. Examples of what are not considered to be unforeseeable emergencies include the need to send a Participant’s child to college or the desire to purchase a home. The amount of any such distribution shall be limited to the amount deemed necessary by the Compensation Committee to alleviate or remedy the Participant’s unforeseeable emergency. The Trustee shall

 
A-11 forthwith distribute such amounts as directed by the Compensation Committee. SECTION XI Distribution in the Event of Significant Change in Tax Law 11.1 The Compensation Committee may, in its sole discretion, direct the Trustee to make a partial or total distribution of amounts in a Participant’s Account upon the Participant’s distribution request provided that the Committee has determined that proposed changes in tax law which are reasonably anticipated to be passed by Congress would cause a significant financial impact to the Participant by adversely affecting the deferred treatment of amounts invested pursuant to this Plan. Any distribution made under this paragraph shall be made at the beginning of the calendar year following receipt of such distribution request where such request was received at least six months in advance of such distribution, and if such distribution request is received less than six months prior to the beginning of a calendar year, the distribution shall be made at the beginning of the following calendar year. SECTION XII Administration 12.1 The Compensation Committee may from time to time amend, suspend, terminate or reinstate any or all of the provisions of the Plan as may seem necessary or advisable for the administration of the Plan, provided that no such action shall affect, without the Participant’s written consent, a Participant’s right to receive on a deferred basis funds previously deferred hereunder. 12.2 The Compensation Committee shall, subject to express provisions of the Plan, have power to construe the Plan, to prescribe rules and regulations relating to the Plan and to make all other determinations necessary or advisable for the administration of the Plan, and the Compensation Committee may correct any defect or supply and omission or reconcile any inconsistency in the Plan in the manner and to the extent it shall deem expedient to carry it into effect, provided however, that no such action under this Section 12.2 shall affect, without the Participant’s written consent, a Participant’s right to receive on a deferred basis the funds previously deferred hereunder.

 
A-12 12.3 The Compensation Committee shall ensure that all individuals entitled to make the election to defer are provided an election form (in the form annexed hereto as Exhibit 12.3) at least ninety (90) days before such election must be made in accordance with Section 4.1 and all such elections must be received in writing in order to be effective. This election form shall include the following items, which must be completed in full in order to be effective: (a) The amount to be deferred, expressed as a percentage of Annual Incentive Compensation (if any) or Base Salary to become payable during the calendar year in question; (b) The number of installments for the payment of the deferred compensation; and (c) The date of the first installment payment. 12.4 All expenses and costs incurred in connection with the administration and operation of the Plan shall be borne by the Company. SECTION XIII Funding 13.1 Benefits under this Plan shall be paid by the Trustee from the Trust Corpus, provided however, that the Trust Corpus shall be deemed the general assets of the Company and shall be subject to the claims of the Company’s creditors in the event of the insolvency of the Company as provided in Sections 7.6 and 7.7 hereof. This Plan shall be administered as an unfunded plan which is not intended to meet the qualification requirements of Section 401 of the Internal Revenue Code. 13.2 The Company shall be liable to the Participant to make all payments required under this Plan to the extent such payments have not been made by the Trustee. Distributions made from the Trust to or for the Participant pursuant to the Plan shall, to the extent of such distributions, satisfy the Company’s obligation to pay benefits to such Participant under this Plan. SECTION XIV Special Provisions Applicable to Insiders Anything in this Plan to the contrary notwithstanding, the following provisions shall apply to any Participant who is or becomes a “reporting person” subject to

 
A-13 Section 16 of the Securities Exchange Act of 1934 (an “Insider-Participant”) and shall continue to apply for six months after he or she ceases to be subject to Section 16. 14.1 Any payment due an Insider-Participant under the Plan shall be made only in cash. No payment may be made to an Insider-Participant in the form of equity securities of First Financial Corporation. 14.2 An Insider-Participant’s election to invest, or not to invest, all or any portion of an amount deferred under this Plan in First Financial Corporation Common Stock shall be irrevocable when made as to such deferred amount. Such investment election shall be made at the time of his or her deferral election, A different investment election may be made with respect to each deferred amount. 14.3 In the case of a Participant who is not an Insider-Participant and who thereafter becomes an Insider-Participant, his or her most recent election, or deemed election, to invest, or not to invest, in First Financial Corporation Common Stock prior to becoming an Insider-Participant shall automatically, upon his or her becoming an Insider-Participant, and without any action on the part of the Insider- Participant, the Compensation Committee or any other party, be deemed irrevocable. 14.4 Notwithstanding the foregoing, an Insider-Participant may, in accordance with Section 7.4, change the allocation of his or her Participant Account to the extent not invested in First Financial Corporation Common Stock among any of the other investment vehicles provided in this Plan. 14.5 Notwithstanding the provisions of section 8.4, an Insider-Participant may not, as to that portion of his or her Participant Account invested in First Financial Corporation Common Stock, request to further defer the date of payment elected, and the Compensation Committee shall have no authority to grant any such request if made. The foregoing shall apply without regard to whether the Insider- Participant was an Insider-Participant at the time the date of payment was originally elected under Section 6.1, or further deferred under Section 8.4, or at the time any portion of his or her Participant Account was invested in First Financial Corporation Common Stock. No distribution may be made to an Insider-Participant under Section 10.1 or 11.1 of any portion of his or her Participant Account invested in First Financial Corporation Common Stock, without regard to whether the Insider-Participant was an Insider-Participant at the time any portion of his

 
A-14 or her Participant Account was invested in First Financial Corporation Common Stock. An Insider-Participant may choose to receive payment of deferred amounts invested in First Financial Corporation Common Stock only on a fixed date or dates, or incident or death, retirement, disability or termination of employment, within the meaning of SEC Rule 16a 1(c)(3)(ii). Any such election by an Insider Participant shall be made at the time of his or her deferral election and shall be irrevocable. If in the opinion of counsel to the Compensation Committee, who may be counsel to First Financial Corporation, the timing and manner of any distribution election made by a Participant who thereafter becomes an Insider-Participant with respect to any portion of his or her Participant Account invested in First Financial Corporation Common Stock would not satisfy the requirements of SEC Rule 16a 1(c)(3)(ii), then upon his or her becoming an Insider-Participant, each such election shall automatically, and without any action on the part of the Insider-Participant, the Compensation Committee or any other party, be deemed irrevocably amended to provide, as to that portion of his or her Participant Account invested in First Financial Corporation Common Stock, for payment in a lump sum six months after such Insider-Participant’s death, retirement, disability or other termination of employment. The foregoing shall not apply to any such distribution election that is amended, with the consent of the Compensation Committee, prior to the time the Participant becomes an Insider-Participant to satisfy the requirements of SEC Rule 16a 1(c)(3)(ii), provided that the Compensation Committee has received, prior to giving its consent to any such amendment, an opinion of counsel, who may be counsel to First Financial Corporation, that such amended distribution election would satisfy the requirements of such SEC Rule and would not result in the constructive receipt of income to the Participant. 14.6 It is intended that as to Insider-Participants, any amounts deferred pursuant to, and any securities, rights or interests created under, this Plan be excluded from the definition of “derivative security” pursuant to SEC Rule 16a 1(c)(3)(ii). Accordingly, no Plan or Trust amendment and no action under the Plan or Trust shall become effective if, in the opinion of counsel to the Compensation Committee, who may be counsel to First Financial Corporation, such amendment or action could cause such exclusion to become unavailable, unless such counsel also opines that Insider- Participants will, nevertheless, not be subject to avoidable liability under Section 16.

 
A-15 SECTION XV Execution IN WITNESS HEREOF, First Financial Corporation by its proper officer duly authorized, has caused these presents to be executed, on the date hereinafter set forth. DATE: January 1, 1993 FIRST FINANCIAL CORPORATION By: /s/ John C. Seramur, President ATTEST: /s/ Robert M. Salinger, Secretary DATE: January 1, 1993 MARSHALL & ILSLEY TRUST COMPANY, TRUSTEE By: /s/ Title: ATTEST: /s/

 
B-1 APPENDIX B CLAIMS PROCEDURES Claims for benefits under the Associated Banc Corp Deferred Compensation Plan shall be governed by the claims procedures set forth below. 1. Definitions. For purposes of this Article 10, the following terms shall have the following meanings: (a) “Adverse Benefit Determination” means a denial, reduction, termination or a failure to provide or make payment (in whole or in part) of a benefit under the Plan. (b) “Claim” means a request for a benefits under the Plan, made by a Claimant in accordance with the Plan’s procedures for filing Claims, as described in this Article 10. (c) “Claimant” means the Participant (or, in the event of death, the Beneficiary) or the personal representative of the Participant or his Beneficiary, if applicable, who makes a request for a benefit under the Plan. (d) “Relevant Documents” include documents, records or other information with respect to a Claim that: (i) Were relied upon by the Administrator in making the benefit determination; (ii) Were submitted to, considered by or generated for, the Administrator in the course of making the benefit determination, without regard to whether such documents, records or other information were relied upon by the Administrator in making the benefit determination; (iii) Demonstrate compliance with administrative processes and safeguards required in making the benefit determination; or (iv) Constitute a statement of policy or guidance with respect to the Plan concerning the denied benefit for the Participant’s circumstances, without regard to whether such advice was relied upon by the Administrator in making the benefit determination. 2. Procedure for Filing a Claim. For a communication from a Claimant to constitute a valid Claim, it must satisfy the following paragraphs (a) and (b) of this section 2.

 
B-2 (a) Any Claim submitted by a Claimant must be in writing on the appropriate Claim form (or in such other manner acceptable to the Administrator) and delivered, along with any supporting comments, documents, records and other information, to the Administrator in person, or by mail postage paid, to the address for the Company’s principal business office. (b) Claims and appeals of denied Claims may be pursued by a Claimant. However, the Administrator may establish reasonable procedures for determining whether an individual has been authorized to act on behalf of a Claimant. 3. Initial Claim Review. The initial Claim review will be conducted by the Administrator, with or without the presence of the Claimant, as determined by the Administrator in its discretion. The Administrator will consider the applicable terms and provisions of the Plan and any amendments thereto, information and evidence that is presented by the Claimant and any other information it deems relevant. (a) Initial Benefit Determination. (i) The Administrator will notify the Claimant of its determination within a reasonable period of time, but in any event (except as described in paragraph (ii) below) within 90 days after receipt of the Claim by the Administrator. (ii) The Administrator may extend the period for making the benefit determination by 90 days if it determines that such an extension is necessary due to special circumstances and if it notifies the Claimant, prior to the expiration of the initial 90-day period, of the existence of the circumstances requiring the extension of time and the date by which the Administrator expects to render a decision. (b) Manner and Content of Notification of Adverse Benefit Determination. (i) The Administrator will provide a Claimant with written or electronic notice of any Adverse Benefit Determination (a “Notice”). (ii) The Notice will provide, in a manner calculated to be understood by the Claimant: [a] specific reason(s) for the Adverse Benefit Determination;

 
B-3 [b] to the specific provision(s) of the Plan on which the determination is based; [c] Description of any additional material or information necessary for the Claimant to perfect the Claim and an explanation of why such material or information is necessary; and [d] A description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an Adverse Benefit Determination on review. (c) Procedure for Filing a Review of an Adverse Benefit Determination. (i) Any appeal of an Adverse Benefit Determination by a Claimant must be brought to the Administrator within 60 days after receipt of the Notice. Failure to appeal within such 60-day period will be deemed to be a failure to exhaust all administrative remedies under the Plan. The appeal must be in writing utilizing the appropriate form provided by the Administrator (or in such other manner acceptable to the Administrator); provided, however, that if the Administrator does not provide the appropriate form, no particular form is required to be utilized by the Claimant. The appeal must be filed with the Administrator at the address for the Company’s principal business office. (ii) A Claimant will have the opportunity to submit written comments, documents, records and other information relating to the Claim. (d) Review Procedures for Adverse Benefit Determinations. (i) The Administrator will provide a review that takes into account all comments, documents, records and other information submitted by the Claimant without regard to whether such information was submitted or considered in the initial benefit determination. (ii) The Claimant will be provided, upon request and free of charge, reasonable access to and copies of all Relevant Documents. (iii) The review procedure may not require more than two levels of appeals of an Adverse Benefit Determination. 4. Timing and Notice of Benefit Determination on Review. The Administrator will notify the Claimant within a reasonable period of time, but in any event within 60 days after the Claimant’s request for review, unless the

 
B-4 Administrator determines that special circumstances require an extension of time for processing the review of the Adverse Benefit Determination. If the Administrator determines that an extension is required, written Notice will be furnished to the Claimant prior to the end of the initial 60-day period indicating the existence of special circumstances requiring an extension of time and the date by which the Administrator expects to render the determination on review, which in any event will be within 60 days from the end of the initial 60-day period. If such an extension is necessary due to a failure of the Claimant to submit the information necessary to decide the Claim, the period in which the Administrator is required to make a decision will be tolled from the date on which the notification is sent to the Claimant until the Claimant adequately responds to the request for additional information. (a) Manner and Content of Notice of Benefit Determination on Review. The Notice will set forth: (i) The specific reason(s) for the Adverse Benefit Determination; (ii) Reference to the specific provision(s) of the Plan on which the determination is based; (iii) A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all Relevant Documents; and (iv) A statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an Adverse Benefit Determination on review. 13625718.5

 
ASSOCIATED BANC-CORP SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Restated Effective November 16, 2015

 
i TABLE OF CONTENTS Page ARTICLE I Establishment of Plan and Purpose ................................................................. 1 1.01 Establishment of Plan ......................................................................................... 1 1.02 Purpose of Plan ................................................................................................... 1 ARTICLE II Definitions and Construction ......................................................................... 2 2.01 Definitions. ......................................................................................................... 2 2.02 Construction ........................................................................................................ 5 ARTICLE III Eligibility ...................................................................................................... 5 3.01 Conditions of Eligibility ..................................................................................... 5 3.02 Commencement of Participation ........................................................................ 5 3.03 Termination of Participation ............................................................................... 5 ARTICLE IV Amount of Benefit ........................................................................................ 6 4.01 Amount of Benefit .............................................................................................. 6 4.02 Vesting ................................................................................................................ 6 4.03 Partial Annual Benefit For Year of Retirement .................................................. 6 4.04 Forfeitures ........................................................................................................... 7 ARTICLE V DISTRIBUTIONS ......................................................................................... 7 5.01 Time and Form of Benefits. ................................................................................ 7 5.02 Death Benefit ...................................................................................................... 9 ARTICLE VI Administration of the Plan ........................................................................... 9 6.01 Appointment of Separate Administrator ............................................................ 9 6.02 Powers and Duties .............................................................................................. 9 6.03 Records and Notices ......................................................................................... 10

 
ii 6.04 Compensation and Expenses ............................................................................ 11 6.05 Limitation of Authority .................................................................................... 11 ARTICLE VII General Provisions .................................................................................... 11 7.01 Claims ............................................................................................................... 11 7.02 Assignment ....................................................................................................... 11 7.03 Employment Not Guaranteed by Plan .............................................................. 11 7.04 Termination and Amendment ........................................................................... 11 7.05 Notice ................................................................................................................ 12 7.06 Limitation on Liability ...................................................................................... 12 7.07 Indemnification ................................................................................................. 12 7.08 Headings ........................................................................................................... 12 7.09 Severability ....................................................................................................... 12 ARTICLE VIII Memorandum Account ............................................................................ 12 8.01 Nature of Account ............................................................................................ 12 8.02 Credit to Memorandum Account ...................................................................... 13 8.03 Changes in Memorandum Account .................................................................. 13 8.04 Valuation of Memorandum Account ................................................................ 14 APPENDIX A Claims Procedures .................................................................................. A-1

 
1 ASSOCIATED BANC-CORP SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN INTRODUCTION Effective January 1, 1986, Associated Banc Corp (the “Company”) adopted the Associated Banc Corp Supplemental Executive Retirement Plan (the “Plan”) to benefit certain of its employees by facilitating the accumulation of funds for their retirement. The Plan was restated in its entirety effective as of January 1, 1996. The Plan was again restated effective January 1, 2008 to comply with Code (as defined below) section 409A. Effective January 1, 2012, the Plan was restated to clarify the calculation of benefits, update eligibility, and comply with current best practices. The Company has further amended and restated the Plan, effective November 16, 2015. This introduction and the following Articles, as amended from time to time, comprise the Plan. ARTICLE I Establishment of Plan and Purpose 1.01 Establishment of Plan. The Company established the Plan, effective as of January 1, 1986 and has amended and restated the Plan from time to time, most recently as of November 16, 2015 . 1.02 Purpose of Plan. The Plan is designed to provide a select group of management and highly compensated employees with the benefits they would have received under the Company’s tax-qualified retirement plans if not for the limitations of the Code including sections 401(a)(17) and 415. By allowing key management employees to participate in the Plan, the Company expects the Plan to benefit it in attracting and retaining the most capable individuals to fill its executive positions. The parties intend that the arrangements described herein be unfunded for tax purposes and for purposes of Title I of ERISA (as defined below). The Plan is intended to be an unfunded deferred compensation plan maintained for a select group of management or highly compensated employees under ERISA sections 201(2), 301(a)(3), and 401(a)(1).

 
2 ARTICLE II Definitions and Construction As used herein, the following words shall have the following meanings: 2.01 Definitions. (a) 401(k)/ESOP. The Associated Banc-Corp 401(k) and Employee Stock Ownership Plan, as amended from time to time. (b) Administrator. The Company or other person or persons selected by the Company pursuant to Article 6 below to control and manage the operation and administration of the Plan. (c) Annual Earnings. Compensation as defined in section 1.2(j) of the RAP or section 1.2(g) of the 401(k)/ESOP, as applicable, prior to applying the compensation limit under Code section 401(a)(17), as adjusted for increases in the cost of living in accordance with Code section 401(a)(17)(B). (d) Beneficiaries. The spouse or descendants of Participant or any other person designated under the Plan to receive benefits hereunder in the event of a Participant’s death. (e) Bonus. The amount of cash that the Company awards a Participant, if any, as part of the Company’s Management Incentive Plan, or any other formalized cash incentive plan or bonus program of the Company, including any discretionary bonus thereunder. (f) Cause. The occurrence of any one of the following: (i) Commission of an act of fraud, embezzlement or other act of dishonesty that would reflect adversely on the integrity, character or reputation of the Company, or that would cause harm to its customer relations, operations or business prospects; (ii) Breach of a fiduciary duty owed to the Company; (iii) Violation or the threat of violation of a restrictive covenant agreement, such as a non-compete, non-solicit, or non- disclosure agreement, between a Participant and the Company;

 
3 (iv) Unauthorized disclosure or use of confidential information or trade secrets; (v) Violation of any lawful policies or rules of the Company, including any applicable code of conduct; (vi) Conviction of criminal activity; (vii) Failure to reasonably cooperate in any investigation or proceeding concerning the Company; (viii) Determination by a governmental authority or agency that bars or prohibits the Participant from being employed in his or her current position with the Company; or (ix) Neglect or misconduct in the performance of the Participant’s duties and responsibilities, provided that he or she did not cure such neglect or misconduct within ten days after the Company gave written notice of such neglect or misconduct to such Participant. Notwithstanding the above, in the event a Participant is party to an employment agreement with the Company that contains a different definition of Cause, the definition of Cause contained in such employment agreement shall be controlling. (g) Code. The Internal Revenue Code of 1986, as amended and interpreted by applicable regulations and rulings. (h) Committee. The Compensation and Benefits Committee of the board of directors of the Company. (i) Company. Associated Banc Corp, a Wisconsin banking corporation and any subsidiary, successor or affiliate which has adopted the Plan and any successor thereto. The board of directors of Associated Banc Corp has authorized the Committee to act on behalf of the Company for purposes of the Plan. (j) Employee. An employee of the Company. (k) Employment. Employment with the Company. (l) ERISA. The Employee Retirement Income Security Act of 1974, as amended from time to time, and interpreted by applicable regulations and rulings.

 
4 (m) Memorandum Account. The record of each Participant’s interest in the Plan. (n) Participants. Such management and highly compensated Employees whom the Company identifies as eligible to participate hereunder. Notwithstanding the foregoing, an otherwise eligible Employee may be excluded from participation in the Plan by contract or other agreement between the Company and the Employee. (o) Plan. The Associated Banc Corp Supplemental Executive Retirement Plan, as stated herein and as amended from time to time. (p) Plan Year. The period beginning on January 1 and ending on December 31. (q) RAP. The Associated Banc Corp Retirement Account Plan, as amended from time to time. (r) Separation from Service. The Participant retires or otherwise has a termination of Employment and such termination constitutes a “separation from service” under Code section 409A and Treasury regulation section 1.409A-1(h). For this purpose, whether a termination of Employment has occurred is determined based on whether the Company and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an Employee or as an independent contractor) would permanently decrease to less than 20% of the average level of bona fide services performed (whether as an Employee or an independent contractor) over the immediately preceding 36-month period (or the full period of service to the Company if the Participant has been providing services to the Company for less than 36 months). (s) Trust Agreement. Any instrument executed by the Company and the Trustee fixing the rights and liabilities of each with respect to holding and administering the Trust Fund. (t) Trustee. The Trustee or any successor Trustee, appointed by the Company, acting in accordance with the terms of the Trust Agreement. In the absence of a Trust Agreement, the Trustee shall maintain records of the Memorandum Accounts under the Plan and perform such other duties regarding valuation and investment as described in the Plan. The Trustee, or any successor Trustee, shall have the right to resign as Trustee upon 30 days’ prior written notice to the Company (unless the requirement of such notice is

 
5 waived by the Company). The Company may at any time remove the Trustee upon 30 days’ prior written notice to the Trustee (unless the requirement of such notice is waived by the Trustee). In the event of the resignation or removal of the Trustee, a successor Trustee shall be appointed by the Company. (u) Trust Fund. All assets held by the Trustee for the purposes of the Plan in accordance with the terms of the Trust Agreement. The Company may establish such a Trust Fund (known as a “rabbi trust”) for the purpose of accumulating funds to satisfy all obligations incurred by the Company under the Plan. 2.02 Construction. The Plan is intended to satisfy the requirements of Code section 409A and the final regulations thereunder (the “Final 409A Regulations”) to the extent applicable. The provisions of the Plan shall be construed, administered and enforced in accordance with the applicable federal law including the requirements of Code section 409A, the Final 409A Regulations and other guidance provided by the Internal Revenue Service and the laws of the State of Wisconsin, as amended from time to time. Words used in the masculine gender shall include the feminine and words used in the singular shall include the plural, as appropriate. The words “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall refer to the entire Plan, not to a particular section. All references to statutory sections shall include the section so identified as amended from time to time or any other statute of similar import. If any provisions of the Code, ERISA or other statutes or regulations render any provisions of this Plan unenforceable, such provision shall be of no force and effect only to the minimum extent required by such law. ARTICLE III Eligibility 3.01 Conditions of Eligibility. Effective January 1, 2012, members of the executive committee of the Company are the only Employees eligible to participate in the Plan. Prior to January 1, 2012, the Administrator specified the management and highly compensated Employees eligible to participate in the Plan, consistent with the guidelines in effect as of the date of selection as determined by the Company from time to time. 3.02 Commencement of Participation. An individual appointed as a member of the executive committee of the Company shall become a participant in the Plan as of the date of such appointment. 3.03 Termination of Participation. Except as otherwise provided below in Section 4.03, an individual’s right to receive continued annual benefit

 
6 accruals shall cease as of the earlier of the termination of his Employment or action by the Company removing him from the Employees eligible to participate herein. At that time the Employee become an inactive Participant. Notwithstanding, a Participant shall remain a Participant with respect to benefits accrued under the Plan until the Company has satisfied all liabilities under the Plan with respect to the Participant. ARTICLE IV Amount of Benefit 4.01 Amount of Benefit. A Participant shall accrue an annual benefit under this Plan equal to the sum of the following: (a) the excess of the amount the Participant would have accrued under the RAP using the Participant’s Annual Earnings as defined in section 1.2 of this Plan over the amount actually accrued by the Participant under the RAP for such Plan Year; and (b) the excess of the amount the Participant would have accrued under the 401(k)/ESOP using the Participant’s Annual Earnings as defined in section 1.2 of this Plan minus any Bonus paid by the Company, over the amount actually accrued by the Participant under the 401(k)/ESOP for such Plan Year. For purposes of the above calculations, the amount the Participant would have accrued under the Qualified Plans shall be determined without regard to any applicable Code limits, including the provisions of Code sections 401(a)(17) and 415. Accruals under this Plan shall occur at the same rate and time as accruals under the Qualified Plans. 4.02 Vesting. Participants who earn at least one hour of service (as defined under the Qualified Plans) after July 24, 2012, shall be 100% vested in all benefits provided under this Plan. Effective for purposes of determining vesting for a Participant who does not earn an hour of service (as defined under the Qualified Plans) after July 24, 2012, such Participant shall be considered 100% vested in the benefits provided under this Plan only after five years of service with the Company, as determined under the Qualified Plans 4.03 Partial Annual Benefit For Year of Retirement. In the event that a Participant’s termination of Employment is on or after his Early Retirement Age (as defined under the Qualified Plans), for the Plan Year in which the Participant terminates Employment, the Participant shall accrue, as of the date of

 
7 the Participant’s Separation From Service, a partial annual benefit calculated in accordance with Section 4.01 above, but prorated for the portion of the year prior to the Participant’s termination of Employment. 4.04 Forfeitures. Notwithstanding any other provision of the Plan to the contrary, in the event that a Participant incurs a termination of Employment for Cause, the Participant shall forfeit any benefits not yet credited to the Participant’s Memorandum Account in accordance with section 8.02 that the Participant would have accrued under section 4.01 above relating to amounts under the Qualified Plans that were not allocated under the Qualified Plans, on the date the Participant terminated Employment. ARTICLE V DISTRIBUTIONS 5.01 Time and Form of Benefits. (a) A Participant shall elect the time and form in which his benefits are payable in writing with a Distribution Election no later than January 30th following the Plan Year in which the Participant first becomes eligible to participate in the Plan. For Plan Years prior to Plan Year 2015, each Participant’s written Distribution Election shall apply to all amounts credited to the Memorandum Account of the Participant for the Plan Year with respect to which the election is made. For Participants who began their participation in the Plan prior to the 2015 Plan Year, such Participant’s written Distribution Election for Plan Year 2015 (which was required to be submitted in writing in November or December 2014) shall be binding on the Participant and irrevocable for all amounts credited to the Memorandum Account of the Participant for Plan Year 2015 and all future Plan Years in which he is a Participant. Notwithstanding the foregoing, if a Participant who began his participation in the Plan prior to the 2015 Plan Year made a written Distribution Election to receive an in-service distribution election with respect to amounts credited for the 2015 Plan Year, such Participant shall make a new Distribution Election prior to the 2016 Plan Year which shall be applicable to all amounts credited to the Memorandum Account for the 2016 Plan Year and all future Plan Years in which he is a Participant, and such Distribution Election must be made in a manner compliant with Section 5.01 (d) below or, absent such election, such Participant shall be deemed to have elected to receive such amounts in a lump sum upon the Participant’s Separation from Service. For Participants who first begin participation in the Plan in or after the 2015 Plan Year, such Participant’s initial Distribution Election shall be binding and irrevocable for all amounts credited to the Memorandum Account of the Participant for all Plan Years in which he is a Participant.

 
8 (b) Any written Distribution Elections shall be made on forms and in the manner prescribed by the Administrator and shall be irrevocable once made, except as (i) otherwise permitted by rules established by the Administrator and applicable law and (ii) would not cause the imposition of adverse tax consequences under Code section 409A. (c) Prior to November 16, 2015, if a Participant fails to elect the time and form of payment for a Plan Year, the distribution election in effect for the immediately preceding Plan Year shall apply to all amounts credited to the Participant’s Memorandum Account for the Plan Year. On or after November 16, 2015, for any new Participant in the Plan who fails to elect the time and form of payment on a written Distribution Election, such Participant shall be deemed to have elected to receive his Memorandum Account in a lump sump upon Participant’s Separation from Service. (d) For any Participant who commences participation in the Plan after November 16, 2015, the Participant may elect to receive payment of his Memorandum Account in a lump sum payment or in annual installment of 5 or 10 years, commencing upon Participant’s Separation from Service. (e) In no event shall distributions to a Participant who receives distributions as a result of Participant’s Separation from Service occur prior to six months after the Participant’s Separation From Service. Therefore, for any distribution to a Participant who has elected to receive distributions of his Memorandum Account commencing upon a Separation from Service, the first (or only, in the case of a lump sum) distribution to the Participant in such case shall be made to the Participant on the first regular payroll date of the Company following the six-month anniversary of the date of the Participant’s Separation from Service. Subsequent installments, if applicable, shall be paid to the Participant on the annual anniversary of the date of the first installment payment, with all installments calculated on the declining balance method. (f) In the event that the date of payment specified in this Article V does not fall on a regular payroll date of the Company, the Company shall make such payment on the first regular payroll date following the date such payment would be required to be made. (g) For distributions from a Participant’s Memorandum Account which relate to annual benefits accrued for the 2016 Plan Year and later, each installment payment related to such amounts from a Participant’s Memorandum Account will be treated as a separate payment for purposes of Section 409A of the Code.

 
9 (h) For purposes of determining the payment schedule of any benefit payable to the Participant under Section 3.02(d) of the Company’s Change of Control Plan, the Participant’s last Distribution Election in effect under this Plan (or only Distribution Election in effect for Participants who commence participation in this Plan on or after November 16, 2015) shall be treated as the Participant’s election for the calendar year including the Date of Termination (as such term is defined in the Change in Control Plan). 5.02 Death Benefit. If a Participant dies prior to the commencement of benefits under the Plan, his Beneficiaries shall receive a lump sum distribution of his accrued benefits under the Plan as soon as administratively feasible following death, but not after the later of (i) the last day of the Plan Year in which the Participant died, or (ii) the fifteenth day of the third calendar month following the date the Participant died. If a Participant dies while receiving benefits from the Plan, the death benefit, if any, payable to his Beneficiaries shall be determined in accordance with the form of distribution selected by the Participant pursuant to section 5.01 of this Plan. ARTICLE VI Administration of the Plan 6.01 Appointment of Separate Administrator. The board of directors of the Company has appointed the Committee to serve as Administrator. The Company shall accept and rely upon any document executed by the Committee until the board revokes such appointment. No person serving on the Committee shall vote or decide upon any matter relating solely to himself or solely to any of his rights or benefits pursuant to the Plan. 6.02 Powers and Duties. The Administrator shall administer the Plan in accordance with its terms. The Administrator shall have full and complete authority and control with respect to Plan operations and administration unless the Administrator allocates and delegates such authority or control pursuant to the procedures stated in subsection (b) or (c) below. Any decisions of the Administrator or its delegate shall be final and binding upon all persons dealing with the Plan or claiming any benefit under the Plan. The Administrator shall have all powers which are necessary to manage and control Plan operations and administration including, but not limited to, the following: (a) To employ such accountants, counsel or other persons as it deems necessary or desirable in connection with Plan administration. The Company shall bear the costs of such services and other administrative expenses.

 
10 (b) To designate in writing persons other than the Administrator to perform any of its powers and duties hereunder. (c) To allocate in writing any of its powers and duties hereunder to those persons who have been designated to perform Plan fiduciary responsibilities. (d) The discretionary authority to construe and interpret the Plan, including the power to construe disputed provisions. (e) To resolve all questions arising in the administration, interpretation and application of the Plan, including, but not limited to, questions as to the eligibility or the right of any person to a benefit. (f) To adopt such rules, regulations, forms and procedures from time to time as it deems advisable and appropriate in the proper administration of the Plan. (g) To prescribe procedures to be followed by any person in applying for distributions pursuant to the Plan and to designate the forms or documents, evidence and such other information as the Administrator may reasonably deem necessary, desirable or convenient to support an application for such distribution. (h) To apply consistently and uniformly rules, regulations and determinations to all Participants and Beneficiaries in similar circumstances. 6.03 Records and Notices. The Administrator shall keep a record of all its proceedings and acts and shall maintain all such books of accounts, records and other data as may be necessary for proper Plan administration. The Administrator shall notify the Company of any action taken by the Administrator which affects the Trustee’s Plan obligations or rights and, when required, shall notify any other interested parties.

 
11 6.04 Compensation and Expenses. The expenses incurred by the Administrator in the proper administration of the Plan shall be paid from the Company. An Administrator who is an Employee shall not receive any additional fee or compensation for services rendered as an Administrator. 6.05 Limitation of Authority. The Administrator shall not add to, subtract from or modify any of the terms of the Plan, change or add to any benefits prescribed by the Plan, or waive or fail to apply any Plan requirement for benefit eligibility. ARTICLE VII General Provisions 7.01 Claims. Any claim for benefits under the Plan by a Participant or Beneficiary shall be governed by the claims procedures set forth in Appendix A. 7.02 Assignment. No Participant or Beneficiary may sell, assign, transfer, encumber or otherwise dispose of the right to receive payments hereunder. A Participant’s rights to benefit payments under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Participant or the Participant’s Beneficiary. 7.03 Employment Not Guaranteed by Plan. The establishment of this Plan, its amendments and the granting of a benefit pursuant to the Plan shall not give any Participant the right to continued Employment or limit the right of the Company to dismiss or impose penalties upon the Participant or modify the terms of Employment of any Participant. 7.04 Termination and Amendment. The Company may at any time and from time to time terminate, suspend, alter or amend this Plan and no Participant or any other person shall have any right, title, interest or claim against the Company, its directors, officers or Employees for any amounts, except that the Participant shall be vested in his Memorandum Account hereunder as of the date on which the Plan is terminated, suspended, altered or amended and (unless the Company and the Participant agree to the contrary) such amount shall (a) continue to fluctuate pursuant to the investment election then in effect and (b) be paid to the Participant or his Beneficiaries at the time and in the manner provided by Article 5 above. Notwithstanding the above, the Plan may be liquidated upon termination if the requirements of Treasury regulation section 1.409A-3(j)(4)(ix) are satisfied.

 
12 7.05 Notice. Any and all notices, designations or reports provided for herein shall be in writing and delivered personally or by registered or certified mail, return receipt requested, addressed, in the case of the Company, its board of directors or Administrator, to the Company’s principal business office and, in the case of a Participant or Beneficiary, to his home address as shown on the records of the Company. 7.06 Limitation on Liability. In no event shall the Company, Administrator or any Employee, officer or director of the Company incur any liability for any act or failure to act unless such act or failure to act constitutes a lack of good faith, willful misconduct or gross negligence with respect to the Plan. 7.07 Indemnification. The Company shall indemnify the Administrator and any Employee, officer or director of the Company against all liabilities arising by reason of any act or failure to act unless such act or failure to act is due to such person’s own gross negligence or willful misconduct or lack of good faith in the performance of his duties to the Plan or Trust Fund. Such indemnification shall include, but not be limited to, expenses reasonably incurred in the defense of any claim, including attorney and legal fees, and amounts paid in any settlement or compromise; provided, however, that indemnification shall not occur to the extent that it is not permitted by applicable law. Indemnification shall not be deemed the exclusive remedy of any person entitled to indemnification pursuant to this section. The indemnification provided hereunder shall continue as to a person who has ceased acting as a director, officer, member, agent or Employee of the Administrator or as an officer, director or Employee of the Company, and such person’s rights shall inure to the benefit of his heirs and representatives. 7.08 Headings. All articles and section headings in this Plan are intended merely for convenience and shall in no way be deemed to modify or supplement the actual terms and provisions stated thereunder. 7.09 Severability. Any provision of this Plan prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof. The illegal or invalid provisions shall be fully severable and this Plan shall be construed and enforced as if the illegal or invalid provisions had never been inserted in this Plan. ARTICLE VIII Memorandum Account 8.01 Nature of Account. Only for the purpose of measuring payments due Participants hereunder, the Company shall maintain on behalf of

 
13 each Participant a Memorandum Account to which the Company shall credit the amounts described in this Article 8. The Memorandum Account hereunder and assets, if any and of any nature, acquired by the Company to measure a Participant’s benefits hereunder shall not constitute or be treated for any reason as a trust for, property of or a security interest for the benefit of, the Participant, his Beneficiaries or any other person. The Participants and the Company acknowledge that the Plan constitutes a promise by the Company to pay benefits to the Participants or their Beneficiaries, that Participants’ rights hereunder are limited to those of general unsecured creditors of the Company and that the establishment of the Plan, acquisition of assets to measure a Participant’s benefits hereunder does not prevent any property of the Company from being subject to the rights of all the Company’s creditors. 8.02 Credit to Memorandum Account. As soon as administratively possible after the end of each Plan Year, but no later than March 31, the Company shall credit to the Memorandum Account of each Participant the amount, if any, accrued in accordance with section 4.01. For the avoidance of doubt, if a Participant’s Separation from Service (other than a termination of Employment for Cause) occurs after the end of a Plan Year in which an amount has accrued under this Plan in accordance with Section 4.01 but prior to the date on which such amount has been credited to the Participant’s Memorandum Account in accordance with this Section 8.02, the Participant shall continue to be entitled to receive a credit to his Memorandum Account for the Plan Year prior to the date of the Participant’s Separation from Service. For any partial annual benefit accrued by a Participant in accordance with Section 4.03 due to retirement, such partial annual benefit shall be calculated and credited to the Participant’s Memorandum Account no later than ninety (90) days after the date of the Participant’s Separation from Service. 8.03 Changes in Memorandum Account. Each Participant may specify his investment preferences for his Memorandum Account by completing and submitting an Investment Preference Form provided by the Administrator. Final approval of the Participant’s investment selection is within the discretion of the Administrator, and the Trustee. The Participant’s Memorandum Account shall be adjusted to reflect the income and losses and increase or decrease in value experienced by assets as if the amounts were invested according to the Participant’s preferences, subject to final approval by the Administrator and Trustee. A Participant’s Memorandum Account shall also reflect expenses generated by, and related to, the investment choices made in accordance with the Investment Preference Form. A Participant may submit a new Investment Preference Form to the Administrator as frequently as may be allowed by the Administrator or a

 
14 third-party delegate, consistent with any procedures that may be approved by the Company. All elections must be in writing and must be signed by the Administrator. 8.04 Valuation of Memorandum Account. Within 90 days after the last day of each Plan Year, the Company shall provide each Participant or his Beneficiaries a statement indicating the balance of his Memorandum Account as of the last day of such Plan Year, reflecting the amount of accruals, if any, occurring for such year, together with all other changes in value during the Plan Year. Any Participant or Beneficiary who disagrees with the information provided in such statements must submit objections, in writing, to the Administrator within 90 days of receipt of such statements.

 
Signature Page to Associated Banc-Corp Supplemental Executive Retirement Plan as Restated Effective November 16, 2015 EXECUTION IN WITNESS WHEREOF, Associated Banc-Corp, by its duly authorized officer, has executed this Plan on the date indicated below. Associated Banc-Corp By: Judith M. Docter Title: Executive Vice President and Chief Human Resources Director Date:

 
A-1 APPENDIX A CLAIMS PROCEDURES Claims for benefits under the Associated Banc Corp Supplemental Executive Retirement Plan (the “Plan”) shall be governed by the claims procedures set forth below. 1. Definitions. For purposes of this Appendix A, the following terms shall have the following meanings: (a) “Adverse Benefit Determination” means a denial, reduction, termination or a failure to provide or make payment (in whole or in part) of a benefit under the Plan. (b) “Claim” means a request for a benefits under the Plan, made by a Claimant in accordance with the Plan’s procedures for filing Claims, as described in this Appendix A. (c) “Claimant” means a Participant (or, in the event of his death, his Beneficiary) or the personal representative of the Participant or his Beneficiary, if applicable, who makes a request for a benefit under the Plan. (d) “Relevant Documents” include documents, records or other information with respect to a Claim that: (i) Were relied upon by the Administrator in making the benefit determination; (ii) Were submitted to, considered by or generated for, the Administrator in the course of making the benefit determination, without regard to whether such documents, records or other information were relied upon by the Administrator in making the benefit determination; (iii) Demonstrate compliance with administrative processes and safeguards required in making the benefit determination; or (iv) Constitute a statement of policy or guidance with respect to the Plan concerning the denied benefit for the Participant’s circumstances, without regard to whether such advice was relied upon by the Administrator in making the benefit determination. 2. Procedure for Filing a Claim. For a communication from a Claimant to constitute a valid Claim, it must satisfy the following paragraphs (a) and (b) of this section 2.

 
A-2 (a) Any Claim submitted by a Claimant must be in writing on the appropriate Claim form (or in such other manner acceptable to the Administrator) and delivered, along with any supporting comments, documents, records and other information, to the Administrator in person, or by mail postage paid, to the address for the Company’s principal business office. (b) Claims and appeals of denied Claims may be pursued by a Claimant. However, the Administrator may establish reasonable procedures for determining whether an individual has been authorized to act on behalf of a Claimant. 3. Initial Claim Review. The initial Claim review will be conducted by the Administrator, with or without the presence of the Claimant, as determined by the Administrator in its discretion. The Administrator will consider the applicable terms and provisions of the Plan and any amendments thereto, information and evidence that is presented by the Claimant and any other information it deems relevant. (a) Initial Benefit Determination. (i) The Administrator will notify the Claimant of its determination within a reasonable period of time, but in any event (except as described in paragraph (ii) below) within 90 days after receipt of the Claim by the Administrator. (ii) The Administrator may extend the period for making the benefit determination by 90 days if it determines that such an extension is necessary due to special circumstances and if it notifies the Claimant, prior to the expiration of the initial 90-day period, of the existence of the circumstances requiring the extension of time and the date by which the Administrator expects to render a decision. (b) Manner and Content of Notification of Adverse Benefit Determination. (i) The Administrator will provide a Claimant with written or electronic notice of any Adverse Benefit Determination (a “Notice”). (ii) The Notice will provide, in a manner calculated to be understood by the Claimant: [a] The specific reason(s) for the Adverse Benefit Determination;

 
A-3 [b] Reference to the specific provision(s) of the Plan on which the determination is based; [c] Description of any additional material or information necessary for the Claimant to perfect the Claim and an explanation of why such material or information is necessary; and [d] A description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an Adverse Benefit Determination on review. (c) Procedure for Filing a Review of an Adverse Benefit Determination. (i) Any appeal of an Adverse Benefit Determination by a Claimant must be brought to the Administrator within 60 days after receipt of the Notice. Failure to appeal within such 60-day period will be deemed to be a failure to exhaust all administrative remedies under the Plan. The appeal must be in writing utilizing the appropriate form provided by the Administrator (or in such other manner acceptable to the Administrator); provided, however, that if the Administrator does not provide the appropriate form, no particular form is required to be utilized by the Claimant. The appeal must be filed with the Administrator at the address for the Company’s principal business office. (ii) A Claimant will have the opportunity to submit written comments, documents, records and other information relating to the Claim. (d) Review Procedures for Adverse Benefit Determinations. (i) The Administrator will provide a review that takes into account all comments, documents, records and other information submitted by the Claimant without regard to whether such information was submitted or considered in the initial benefit determination. (ii) The Claimant will be provided, upon request and free of charge, reasonable access to and copies of all Relevant Documents. (iii) The review procedure may not require more than two levels of appeals of an Adverse Benefit Determination. 4. Timing and Notice of Benefit Determination on Review. The Administrator will notify the Claimant within a reasonable period of time, but in any event within 60 days after the Claimant’s request for review, unless the Administrator determines that special circumstances require an extension of time

 
A-4 for processing the review of the Adverse Benefit Determination. If the Administrator determines that an extension is required, written Notice will be furnished to the Claimant prior to the end of the initial 60-day period indicating the existence of special circumstances requiring an extension of time and the date by which the Administrator expects to render the determination on review, which in any event will be within 60 days from the end of the initial 60-day period. If such an extension is necessary due to a failure of the Claimant to submit the information necessary to decide the Claim, the period in which the Administrator is required to make a decision will be tolled from the date on which the notification is sent to the Claimant until the Claimant adequately responds to the request for additional information. (a) Manner and Content of Notice of Benefit Determination on Review. The Notice will set forth: (i) The specific reason(s) for the Adverse Benefit Determination; (ii) Reference to the specific provision(s) of the Plan on which the determination is based; (iii) A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all Relevant Documents; and (iv) A statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an Adverse Benefit Determination on review. 13762717.3

 


Exhibit 21

Subsidiaries of the Parent Company

The following bank subsidiaries are national banks and are organized under the laws of the United States:
Associated Bank, National Association
Associated Trust Company, National Association

The following nonbank subsidiary is organized under the laws of the State of Nevada:
Associated Investment Corp.
The following nonbank subsidiaries are organized under the laws of the State of Minnesota:
Ahmann & Martin Financial Services, LLC
Liberty Mutual Insurance Agency, Inc.

The following nonbank subsidiaries are organized under the laws of the State of Wisconsin:
Associated Community Development, LLC
Associated Financial Group, LLC
Associated Investment Services, Inc.
Associated Investment Partnership III, LLC
Associated MN Commercial RE, LLC
Associated Wisconsin Real Estate Corp.
Kellogg Asset Management, LLC





Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Associated Banc-Corp:

Re: Registration Statements on Form S-8
#2-77435
#333-121012
#2-99096
#333-121011
#33-16952
#333-121010
#33-24822
#333-120711
#33-35560
#333-120714
#33-54658
#333-120713
#33-63545
#333-120710
#33-67436
#333-120709
#33-86790
#333-166392
#333-46467
#333-188233
#333-74307
#333-208104

Re: Registration Statements on Form S-3
#2-98922
#33-67434
#33-28081
#333-202836
#33-63557
#333-208103

Re: Registration Statements on Form S-4
#333-195049
 

We consent to the incorporation by reference in the registration statements listed above on Forms S-8, S-3 and S-4 of Associated Banc-Corp of our reports dated February 5, 2016, with respect to the consolidated balance sheets of Associated Banc-Corp as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows, for each of the years in the three-year period ended December 31, 2015, and the effectiveness of internal control over financial reporting as of December 31, 2015, which reports appear in the December 31, 2015 annual report on Form 10-K of Associated Banc-Corp.

/s/ KPMG LLP

Chicago, Illinois
February 5, 2016





Exhibit 24

POWER OF ATTORNEY FOR ANNUAL REPORT ON FORM 10-K

Each of the undersigned directors of Associated Banc-Corp (the “Corporation”) hereby designates and appoints Randall J. Erickson and Anthony M. Reading-Brown, and each of them, the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead to sign for the undersigned and in the undersigned’s name in the capacity as a director of the Corporation the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, and to file the same, with all exhibits thereto, other documents in connection therewith, and any amendments to any of the foregoing, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the undersigned’s substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have each executed this Power of Attorney for Annual Report on Form 10-K, on one or more counterparts, as of the 2 nd day of February, 2016.


/s/ John F. Bergstrom                      /s/ Eileen A. Kamerick     
John F. Bergstrom                    Eileen A. Kamerick
    
    
/s/ Ruth M. Crowley                      /s/ Richard T. Lommen     
Ruth M. Crowley                        Richard T. Lommen
    
    
/s/ Philip B. Flynn                      /s/ Cory L. Nettles     
Philip B. Flynn                        Cory L. Nettles
    
    
/s/ R. Jay Gerken                          /s/ J. Douglas Quick     
R. Jay Gerken                         J. Douglas Quick
    
    
/s/ William R. Hutchinson                      /s/ Karen T. van Lith     
William R. Hutchinson                    Karen T. van Lith
    
    
/s/ Robert A. Jeffe                      /s/ John (Jay) B. Williams     
Robert A. Jeffe                        John (Jay) B. Williams
    
    









Exhibit 31.1
CERTIFICATION UNDER SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
CERTIFICATIONS
I, Philip B. Flynn, certify that:
1. I have reviewed this annual report on Form 10-K of Associated Banc-Corp;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
 
 
Date: February 5, 2016
 
/s/ Philip B. Flynn
 
 
Philip B. Flynn
 
 
President and Chief Executive Officer




Exhibit 31.2
CERTIFICATION UNDER SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
CERTIFICATIONS
I, Christopher J. Del Moral-Niles, certify that:
1. I have reviewed this annual report on Form 10-K of Associated Banc-Corp;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
 
 
Date: February 5, 2016
 
/s/ Christopher J. Del Moral-Niles
 
 
Christopher J. Del Moral-Niles
 
 
Chief Financial Officer




Exhibit 32
Certification by the Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Associated Banc-Corp, a Wisconsin corporation (the “Company”), does hereby certify that:
1. The accompanying Annual Report of the Company on Form 10-K for the year ended December 31, 2015 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
 
 
/s/ Philip B. Flynn
 
Philip B. Flynn
 
Chief Executive Officer
 
February 5, 2016
 
 
 
 
/s/ Christopher J. Del Moral-Niles
 
Christopher J. Del Moral-Niles
 
Chief Financial Officer
 
February 5, 2016