8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 15, 2015

Associated Banc-Corp

(Exact name of registrant as specified in its charter)

Wisconsin	001-31343	39-1098068
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS 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

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On October 15, 2015, Associated Banc-Corp announced its earnings for the quarter ended September 30, 2015. A copy of the registrant’s press release containing this information and the slide presentation discussed on the conference call for investors and analysts on October 15, 2015, are being furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Report on Form 8-K and are incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are furnished as part of this Report on Form 8-K:

99.1    Press release of the registrant dated October 15, 2015, containing financial information for the quarter ended September 30, 2015.

99.2 Slide presentation discussed on the conference call for investors and analysts on October 15, 2015.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
	Associated Banc-Corp
	(Registrant)
Date: October 15, 2015	By:	/s/ Christopher J. Del Moral-Niles
		Christopher J. Del Moral-Niles
		Chief Financial Officer

ASSOCIATED BANC-CORP
Exhibit Index to Current Report on Form 8-K
Exhibit
Number
99.1	Press release of the registrant dated October 15, 2015, containing financial information for the quarter ended September 30, 2015.
99.2	Slide presentation discussed on the conference call for investors and analysts on October 15, 2015.

EX-99.1

Exhibit 99.1

NEWS RELEASE Investor Contact: Teresa Gutierrez, Senior Vice President, Director of Investor Relations 920-491-7059 Media Contact: Cliff Bowers, Senior Vice President, Director of Public Relations 920-491-7542

Associated Reports Third Quarter Earnings of $0.31 per share

Fastest growing bank in the state of Wisconsin

GREEN BAY, Wis. -- October 15, 2015 -- Associated Banc-Corp (NYSE: ASB) today reported net income available to common shareholders of $47 million, or $0.31 per common share, for the quarter ended September 30, 2015. This compares to net income available to common shareholders of $48 million, or $0.31 per common share, for the quarter ended June 30, 2015.

According to the recently released FDIC 2015 U.S. Bank Branch Summary of Deposits Data, Associated was the fastest growing bank operating in Wisconsin for the year ended June 30, 2015, based on deposit market share.

“We have enjoyed strong deposit growth over the prior year and remarkable inflows during the third quarter. We are pleased to have increased our market share in each of the states in our branch footprint. Our continued focus on the customer experience has allowed us to gain market share in a competitive and transforming industry,” said President and CEO Philip B. Flynn. “As we anticipated, commercial loan growth slowed during the third quarter. Overall loan growth was supported by strong production in our residential lending area and we remain on track to deliver high single digit loan growth for the year.”

HIGHLIGHTS

• Average loans of $18.5 billion are up 8% from a year ago quarter

• Average Total Consumer loans grew $231 million, or 3% from the second quarter

• Average Total Commercial loans grew $34 million from the second quarter

• Average deposits grew to a record $20.3 billion, up 14% from a year ago quarter

• Average noninterest-bearing demand deposits grew $283 million, or 7% from the second quarter

• Net interest income of $171 million increased $4 million, or 2% from the second quarter

• Net interest margin of 2.82% reflects 1 basis point of compression

• Noninterest income of $80 million reflects lower mortgage banking revenue and reduced insurance commissions

• Noninterest expenses of $171 million decreased $5 million, or 3% from the second quarter

• Return on average common equity Tier 1 was 10.2% for the third quarter

• Capital ratios remain strong with a common equity Tier 1 ratio of 9.39% at September 30, 2015

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THIRD QUARTER 2015 FINANCIAL RESULTS

Loans

Average loans of $18.5 billion increased $264 million, or 1% from the second quarter, and have increased $1.3 billion, or 8% from the year ago quarter. Total consumer average loans were up $231 million from the prior quarter. Residential lending growth of $247 million was the largest contributor for the quarter. Commercial real estate lending average balances grew $111 million, or 3% from the second quarter. Lower levels of general commercial lending and mortgage warehouse borrowings contributed to commercial and business lending average balances declining $78 million, or 1% from the second quarter.

Deposits

Average deposits of $20.3 billion were up $667 million, or 3% compared to the second quarter and have increased $2.4 billion, or 14% from the year ago quarter. Money market average balances increased $436 million, or 5% from the second quarter. Total demand deposit average balances increased $231 million, or 3% from the prior quarter. Savings average balances increased slightly from the second quarter. Time deposits declined slightly during the quarter.

During the third quarter, the Company used deposit funding to repay over $1 billion of short and long term advances borrowed from the Federal Home Loan Bank of Chicago.

Net Interest Income and Net Interest Margin

Net interest income of $171 million was up $4 million, or 2% from the second quarter and down $2 million from the year ago quarter. Third quarter net interest margin was 2.82%, a decrease of 1 basis point from the second quarter. The third quarter yield on earning assets declined 2 basis points to 3.13% from 3.15% in the prior quarter. The decline is primarily attributable to yield compression in the investment portfolio. The third quarter yield on loans of 3.38% was unchanged due to slower commercial growth and less new production dilution to the margin. Third quarter deposit expense increased 1 basis point to 22 basis points while the overall cost of funding was unchanged at 40 basis points from the prior quarter.

Noninterest Income

Noninterest income for the third quarter was $80 million, down $7 million or 8% from the second quarter and up $5 million or 7% from the year ago quarter. In the third quarter, core fee-based revenues decreased primarily due to $3 million of seasonally lower insurance commissions. Mortgage banking income also decreased $3 million from the second quarter, primarily driven by a $5 million net change in the quarter-end mark-to-market of the residential mortgage pipeline due to interest rate movements. Third quarter net investment securities gains of $3 million were primarily related to the further restructuring of the Company’s investment portfolio from Fannie Mae and Freddie Mac mortgage backed securities into Ginnie Mae securities. Aggregate net asset and investment securities gains were flat quarter over quarter. The significant year over year noninterest income increase is primarily attributable to a $4 million reserve for remediation of legacy debt protection products booked in the third quarter of 2014.

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Noninterest Expense

Total noninterest expense was $171 million, down $5 million or 3% from the second quarter, and down modestly from the year ago quarter. In the third quarter, personnel expense decreased $2 million from the prior quarter primarily due to lower severance expense. Technology expense decreased $2 million from the second quarter related to the completion of several projects. Several other expense categories including business development and advertising, foreclosure/OREO expense, loan expense, legal and professional fees, and occupancy, were also down in the third quarter.

Taxes

Third quarter income taxes were $22 million, with an effective tax rate of 30%, compared to $22 million and an effective tax rate of 31% in the prior quarter.

Credit

Net charge offs of $8 million were down $1 million from the second quarter, and up $5 million from the year ago quarter. Potential problem loans increased to $264 million from $200 million in the second quarter, and increased from $220 million in the prior year period, due to the migration of a small number of credits.

The third quarter provision for credit losses was $8 million, up $3 million from the prior quarter.

Nonaccrual loans of $147 million were down 8% compared to the second quarter, and down 20% from the year ago quarter. The nonaccrual loans to total loans ratio improved to 0.80% in the third quarter, down from 0.88% in the prior quarter and down from 1.07% in the year ago quarter.

The Company’s allowance for loan losses of $263 million was up $1 million from the second quarter, and down $4 million from the year ago quarter. The allowance for loan losses to total loans ratio declined modestly to 1.42% in the third quarter.

Capital Ratios

The Company’s capital position remains strong, with a common equity Tier 1 ratio of 9.39% at September 30, 2015.

The Company’s capital ratios continue to be in excess of the Basel III “well-capitalized” regulatory benchmarks on a fully phased in basis.

- more -

THIRD QUARTER 2015 EARNINGS RELEASE CONFERENCE CALL

The Company will host a conference call for investors and analysts at 4:00 p.m. Central Time (CT) today, October 15, 2015. Interested parties can listen to the call live on the internet through the investor relations section of the company's website, http://investor.associatedbank.com or by dialing 877-407-8037. The slide presentation for the call will be available on the company's website just prior to the call. The number for international callers is 201-689-8037. Participants should ask the operator for the Associated Banc-Corp third quarter 2015 earnings call.

An audio archive of the webcast will be available on the company’s website at http://investor.associatedbank.com approximately fifteen minutes after the call is over.

ABOUT ASSOCIATED BANC-CORP

Associated Banc-Corp (NYSE: ASB) has total assets of over $27 billion and is one of the top 50, publicly traded, U.S. bank holding companies. Headquartered in Green Bay, Wisconsin, Associated is a leading Midwest banking franchise, offering a full range of financial products and services from over 200 banking locations serving more than 100 communities throughout Wisconsin, Illinois and Minnesota, and commercial financial services in Indiana, Michigan, Missouri, Ohio and Texas. Associated Bank, N.A. is an Equal Housing Lender, Equal Opportunity Lender and Member FDIC. More information about Associated Banc-Corp is available at www.associatedbank.com.

FORWARD LOOKING STATEMENTS

Statements made in this document which are not purely historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. This includes any statements regarding management’s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings, or other measures of performance.  Such forward-looking statements may be identified by the use of words such as “believe”, “expect”, “anticipate”, “plan”, “estimate”, “should”, “will”, “intend”, “outlook”, or similar expressions.  Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. Actual results may differ materially from those contained in the forward-looking statements.  Factors which may cause actual results to differ materially from those contained in such forward-looking statements include those identified in the Company’s most recent Form 10-K and subsequent SEC filings.  Such factors are incorporated herein by reference. 

NON-GAAP FINANCIAL MEASURES

This press release contains references to measures which are not defined in generally accepted accounting principles (“GAAP”), including “efficiency ratio,” “common equity Tier 1”, and “core fee-based revenue.” Information concerning these non-GAAP financial measures can be found in the attached tables.

# # #

Associated Banc-Corp Consolidated Balance Sheets (Unaudited)
(in thousands)	Sep 30, 2015			Jun 30, 2015			Seql Qtr $ Change			Mar 31, 2015			Dec 31, 2014			Sep 30, 2014			Comp Qtr $ Change
Assets
Cash and due from banks	$	303,701		$	375,369		$	(71,668	)	$	355,541		$	444,113		$	381,287		$	(77,586	)
Interest-bearing deposits in other financial institutions	70,023			101,573			(31,550		)	488,426			571,924			74,945			(4,922		)
Federal funds sold and securities purchased under agreements to resell	36,490			39,850			(3,360		)	3,380			16,030			18,320			18,170
Securities held to maturity, at amortized cost	604,799			532,382			72,417			438,047			404,455			301,941			302,858
Securities available for sale, at fair value	5,403,656			5,407,998			(4,342		)	5,358,310			5,396,812			5,345,422			58,234
Federal Home Loan Bank and Federal Reserve Bank stocks, at cost	160,871			160,765			106			189,222			189,107			188,875			(28,004		)
Loans held for sale	105,144			151,146			(46,002		)	159,963			154,935			141,672			(36,528		)
Loans	18,524,773			18,303,252			221,521			17,979,032			17,593,846			17,159,090			1,365,683
Allowance for loan losses	(262,536		)	(261,538		)	(998		)	(265,268		)	(266,302		)	(266,262		)	3,726
Loans, net	18,262,237			18,041,714			220,523			17,713,764			17,327,544			16,892,828			1,369,409
Premises and equipment, net	271,119			274,338			(3,219		)	274,591			274,688			272,283			(1,164		)
Goodwill	968,844			968,844			—			968,774			929,168			929,168			39,676
Other intangible assets, net	78,380			79,055			(675		)	77,984			67,582			69,201			9,179
Trading assets	43,752			35,386			8,366			42,336			35,163			34,005			9,747
Other assets	1,158,227			1,016,725			141,502			998,402			1,010,253			1,003,875			154,352
Total assets	$	27,467,243		$	27,185,145		$	282,098		$	27,068,740		$	26,821,774		$	25,653,822		$	1,813,421
Liabilities and Stockholders’ Equity
Noninterest-bearing demand deposits	$	4,657,261		$	4,332,171		$	325,090		$	4,570,872		$	4,505,272		$	4,302,454		$	354,807
Interest-bearing deposits	15,901,134			14,937,392			963,742			15,280,720			14,258,232			13,898,804			2,002,330
Total deposits	20,558,395			19,269,563			1,288,832			19,851,592			18,763,504			18,201,258			2,357,137
Federal funds purchased and securities sold under agreements to repurchase	702,569			689,699			12,870			587,272			493,991			765,641			(63,072		)
Other short-term funding	319,766			905,837			(586,071		)	75,265			574,297			664,539			(344,773		)
Long-term funding	2,679,542			3,179,734			(500,192		)	3,429,925			3,930,117			2,931,547			(252,005		)
Trading liabilities	45,817			37,169			8,648			44,730			37,329			36,003			9,814
Accrued expenses and other liabilities	207,357			198,752			8,605			197,818			222,285			185,256			22,101
Total liabilities	24,513,446			24,280,754			232,692			24,186,602			24,021,523			22,784,244			1,729,202
Stockholders’ Equity
Preferred equity	121,379			122,015			(636		)	59,727			59,727			61,024			60,355
Common stock	1,642			1,642			—			1,674			1,665			1,719			(77		)
Surplus	1,455,034			1,450,200			4,834			1,505,170			1,484,933			1,583,032			(127,998		)
Retained earnings	1,570,199			1,538,684			31,515			1,509,967			1,497,818			1,466,525			103,674
Accumulated other comprehensive income (loss)	15,376			2,594			12,782			24,800			(4,850		)	(1,725		)	17,101
Treasury stock	(209,833		)	(210,744		)	911			(219,200		)	(239,042		)	(240,997		)	31,164
Total stockholders’ equity	2,953,797			2,904,391			49,406			2,882,138			2,800,251			2,869,578			84,219
Total liabilities and stockholders’ equity	$	27,467,243		$	27,185,145		$	282,098		$	27,068,740		$	26,821,774		$	25,653,822		$	1,813,421

Page 1

Associated Banc-Corp Consolidated Statements of Income (Unaudited)
					Comp Qtr									Comp YTD
(in thousands, except per share amounts)	3Q15		3Q14		$ Change			% Change		YTD Sep 2015		YTD Sep 2014		$ Change			% Change
Interest Income
Interest and fees on loans	$	155,663	$	152,030	$	3,633		2.4	%	$	460,025	$	442,046	$	17,979		4.1	%
Interest and dividends on investment securities:
Taxable	24,937		25,037		(100		)	(0.4	)%	73,897		77,403		(3,506		)	(4.5	)%
Tax-exempt	7,917		7,483		434			5.8	%	23,369		21,484		1,885			8.8	%
Other interest	1,489		1,503		(14		)	(0.9	)%	4,952		4,814		138			2.9	%
Total interest income	190,006		186,053		3,953			2.1	%	562,243		545,747		16,496			3.0	%
Interest Expense
Interest on deposits	8,521		6,621		1,900			28.7	%	24,281		18,975		5,306			28.0	%
Interest on Federal funds purchased and securities sold under agreements to repurchase	248		390		(142		)	(36.4	)%	714		1,001		(287		)	(28.7	)%
Interest on other short-term funding	83		233		(150		)	(64.4	)%	279		629		(350		)	(55.6	)%
Interest on long-term funding	10,645		6,179		4,466			72.3	%	32,159		18,836		13,323			70.7	%
Total interest expense	19,497		13,423		6,074			45.3	%	57,433		39,441		17,992			45.6	%
Net Interest Income	170,509		172,630		(2,121		)	(1.2	)%	504,810		506,306		(1,496		)	(0.3	)%
Provision for credit losses	8,000		1,000		7,000			N/M		17,500		11,000		6,500			59.1	%
Net interest income after provision for credit losses	162,509		171,630		(9,121		)	(5.3	)%	487,310		495,306		(7,996		)	(1.6	)%
Noninterest Income
Trust service fees	12,273		12,218		55			0.5	%	36,875		35,946		929			2.6	%
Service charges on deposit accounts	17,385		17,961		(576		)	(3.2	)%	48,894		51,773		(2,879		)	(5.6	)%
Card-based and other nondeposit fees	12,618		12,407		211			1.7	%	38,631		37,493		1,138			3.0	%
Insurance commissions	17,561		7,860		9,701			123.4	%	57,366		33,828		23,538			69.6	%
Brokerage and annuity commissions	3,809		4,040		(231		)	(5.7	)%	11,684		12,593		(909		)	(7.2	)%
Total core fee-based revenue	63,646		54,486		9,160			16.8	%	193,450		171,633		21,817			12.7	%
Mortgage banking, net	6,643		6,669		(26		)	(0.4	)%	23,992		18,392		5,600			30.4	%
Capital market fees, net	2,170		2,939		(769		)	(26.2	)%	7,329		7,360		(31		)	(0.4	)%
Bank owned life insurance income	2,448		3,506		(1,058		)	(30.2	)%	7,704		10,837		(3,133		)	(28.9	)%
Asset gains, net	95		4,934		(4,839		)	(98.1	)%	3,084		6,561		(3,477		)	(53.0	)%
Investment securities gains, net	2,796		57		2,739			N/M		4,038		469		3,569			N/M
Other	2,118		2,317		(199		)	(8.6	)%	6,916		5,424		1,492			27.5	%
Total noninterest income	79,916		74,908		5,008			6.7	%	246,513		220,676		25,837			11.7	%
Noninterest Expense
Personnel expense	101,134		97,650		3,484			3.6	%	304,272		293,141		11,131			3.8	%
Occupancy	14,187		13,743		444			3.2	%	46,178		43,088		3,090			7.2	%
Equipment	6,003		6,133		(130		)	(2.1	)%	17,514		18,636		(1,122		)	(6.0	)%
Technology	14,748		13,573		1,175			8.7	%	46,660		40,891		5,769			14.1	%
Business development and advertising	5,964		7,467		(1,503		)	(20.1	)%	18,120		17,606		514			2.9	%
Other intangible amortization	885		990		(105		)	(10.6	)%	2,574		2,972		(398		)	(13.4	)%
Loan expense	3,305		3,813		(508		)	(13.3	)%	9,982		10,220		(238		)	(2.3	)%
Legal and professional fees	4,207		4,604		(397		)	(8.6	)%	13,089		13,228		(139		)	(1.1	)%
Foreclosure / OREO expense	496		2,083		(1,587		)	(76.2	)%	3,224		5,554		(2,330		)	(42.0	)%
FDIC expense	6,000		6,859		(859		)	(12.5	)%	18,500		16,805		1,695			10.1	%
Other	14,507		14,938		(431		)	(2.9	)%	42,394		45,295		(2,901		)	(6.4	)%
Total noninterest expense	171,436		171,853		(417		)	(0.2	)%	522,507		507,436		15,071			3.0	%
Income before income taxes	70,989		74,685		(3,696		)	(4.9	)%	211,316		208,546		2,770			1.3	%
Income tax expense	21,551		24,478		(2,927		)	(12.0	)%	65,806		66,775		(969		)	(1.5	)%
Net income	49,438		50,207		(769		)	(1.5	)%	145,510		141,771		3,739			2.6	%
Preferred stock dividends	2,184		1,255		929			74.0	%	4,957		3,777		1,180			31.2	%
Net income available to common equity	$	47,254	$	48,952	$	(1,698	)	(3.5	)%	$	140,553	$	137,994	$	2,559		1.9	%
Earnings Per Common Share:
Basic	$	0.31	$	0.31	$	—		—	%	$	0.93	$	0.86	$	0.07		8.1	%
Diluted	$	0.31	$	0.31	$	—		—	%	$	0.92	$	0.85	$	0.07		8.2	%
Average Common Shares Outstanding:
Basic	148,614		155,925		(7,311		)	(4.7	)%	149,524		159,090		(9,566		)	(6.0	)%
Diluted	149,799		156,991		(7,192		)	(4.6	)%	150,704		159,993		(9,289		)	(5.8	)%
N/M=Not meaningful

Page 2

Associated Banc-Corp Consolidated Statements of Income (Unaudited)—Quarterly Trend
					Seql Qtr											Comp Qtr
(in thousands, except per share amounts)	3Q15		2Q15		$ Change			% Change		1Q15		4Q14		3Q14		$ Change			% Change
Interest Income
Interest and fees on loans	$	155,663	$	152,417	$	3,246		2.1	%	$	151,945	$	156,536	$	152,030	$	3,633		2.4	%
Interest and dividends on investment securities:
Taxable	24,937		23,868		1,069			4.5	%	25,092		25,061		25,037		(100		)	(0.4	)%
Tax-exempt	7,917		7,565		352			4.7	%	7,887		7,580		7,483		434			5.8	%
Other interest	1,489		1,771		(282		)	(15.9	)%	1,692		1,821		1,503		(14		)	(0.9	)%
Total interest income	190,006		185,621		4,385			2.4	%	186,616		190,998		186,053		3,953			2.1	%
Interest Expense
Interest on deposits	8,521		8,141		380			4.7	%	7,619		7,319		6,621		1,900			28.7	%
Interest on Federal funds purchased and securities sold under agreements to repurchase	248		235		13			5.5	%	231		218		390		(142		)	(36.4	)%
Interest on other short-term funding	83		115		(32		)	(27.8	)%	81		156		233		(150		)	(64.4	)%
Interest on long-term funding	10,645		10,642		3			—	%	10,872		8,644		6,179		4,466			72.3	%
Total interest expense	19,497		19,133		364			1.9	%	18,803		16,337		13,423		6,074			45.3	%
Net Interest Income	170,509		166,488		4,021			2.4	%	167,813		174,661		172,630		(2,121		)	(1.2	)%
Provision for credit losses	8,000		5,000		3,000			60.0	%	4,500		5,000		1,000		7,000			N/M
Net interest income after provision for credit losses	162,509		161,488		1,021			0.6	%	163,313		169,661		171,630		(9,121		)	(5.3	)%
Noninterest Income
Trust service fees	12,273		12,515		(242		)	(1.9	)%	12,087		12,457		12,218		55			0.5	%
Service charges on deposit accounts	17,385		15,703		1,682			10.7	%	15,806		17,006		17,961		(576		)	(3.2	)%
Card-based and other nondeposit fees	12,618		13,597		(979		)	(7.2	)%	12,416		12,019		12,407		211			1.7	%
Insurance commissions	17,561		20,077		(2,516		)	(12.5	)%	19,728		10,593		7,860		9,701			123.4	%
Brokerage and annuity commissions	3,809		4,192		(383		)	(9.1	)%	3,683		3,496		4,040		(231		)	(5.7	)%
Total core fee-based revenue	63,646		66,084		(2,438		)	(3.7	)%	63,720		55,571		54,486		9,160			16.8	%
Mortgage banking, net	6,643		9,941		(3,298		)	(33.2	)%	7,408		2,928		6,669		(26		)	(0.4	)%
Capital market fees, net	2,170		2,692		(522		)	(19.4	)%	2,467		2,613		2,939		(769		)	(26.2	)%
Bank owned life insurance income	2,448		2,381		67			2.8	%	2,875		2,739		3,506		(1,058		)	(30.2	)%
Asset gains, net	95		1,893		(1,798		)	(95.0	)%	1,096		3,727		4,934		(4,839		)	(98.1	)%
Investment securities gains, net	2,796		1,242		1,554			125.1	%	—		25		57		2,739			N/M
Other	2,118		2,288		(170		)	(7.4	)%	2,510		2,040		2,317		(199		)	(8.6	)%
Total noninterest income	79,916		86,521		(6,605		)	(7.6	)%	80,076		69,643		74,908		5,008			6.7	%
Noninterest Expense
Personnel expense	101,134		102,986		(1,852		)	(1.8	)%	100,152		97,258		97,650		3,484			3.6	%
Occupancy	14,187		14,308		(121		)	(0.8	)%	17,683		14,589		13,743		444			3.2	%
Equipment	6,003		5,739		264			4.6	%	5,772		6,148		6,133		(130		)	(2.1	)%
Technology	14,748		16,354		(1,606		)	(9.8	)%	15,558		14,581		13,573		1,175			8.7	%
Business development and advertising	5,964		6,829		(865		)	(12.7	)%	5,327		8,538		7,467		(1,503		)	(20.1	)%
Other intangible amortization	885		888		(3		)	(0.3	)%	801		775		990		(105		)	(10.6	)%
Loan expense	3,305		3,681		(376		)	(10.2	)%	2,996		3,646		3,813		(508		)	(13.3	)%
Legal and professional fees	4,207		4,344		(137		)	(3.2	)%	4,538		4,257		4,604		(397		)	(8.6	)%
Foreclosure / OREO expense	496		1,303		(807		)	(61.9	)%	1,425		1,168		2,083		(1,587		)	(76.2	)%
FDIC expense	6,000		6,000		—			—	%	6,500		6,956		6,859		(859		)	(12.5	)%
Other	14,507		14,384		123			0.9	%	13,503		13,889		14,938		(431		)	(2.9	)%
Total noninterest expense	171,436		176,816		(5,380		)	(3.0	)%	174,255		171,805		171,853		(417		)	(0.2	)%
Income before income taxes	70,989		71,193		(204		)	(0.3	)%	69,134		67,499		74,685		(3,696		)	(4.9	)%
Income tax expense	21,551		21,793		(242		)	(1.1	)%	22,462		18,761		24,478		(2,927		)	(12.0	)%
Net income	49,438		49,400		38			0.1	%	46,672		48,738		50,207		(769		)	(1.5	)%
Preferred stock dividends	2,184		1,545		639			41.4	%	1,228		1,225		1,255		929			74.0	%
Net income available to common equity	$	47,254	$	47,855	$	(601	)	(1.3	)%	$	45,444	$	47,513	$	48,952	$	(1,698	)	(3.5	)%
Earnings Per Common Share:
Basic	$	0.31	$	0.32	$	(0.01	)	(3.1	)%	$	0.30	$	0.31	$	0.31	$	—		—	%
Diluted	$	0.31	$	0.31	$	—		—	%	$	0.30	$	0.31	$	0.31	$	—		—	%
Average Common Shares Outstanding:
Basic	148,614		149,903		(1,289		)	(0.9	)%	150,070		151,931		155,925		(7,311		)	(4.7	)%
Diluted	149,799		151,108		(1,309		)	(0.9	)%	151,164		153,083		156,991		(7,192		)	(4.6	)%
N/M=Not meaningful

Page 3

Associated Banc-Corp Selected Quarterly Information
($ in millions, except per share and full time equivalent employee data)	YTD Sep 2015			YTD Sep 2014			3Q15			2Q15			1Q15			4Q14			3Q14
Per Common Share Data
Dividends	$	0.30		$	0.27		$	0.10		$	0.10		$	0.10		$	0.10		$	0.09
Market Value:
High	20.84			18.90			20.55			20.84			19.07			19.37			18.90
Low	16.62			15.58			17.17			18.50			16.62			16.75			17.42
Close	17.97			17.42			17.97			20.27			18.60			18.63			17.42
Book value	18.77			18.15			18.77			18.44			18.38			18.32			18.15
Common equity Tier 1 / share (1) (6)	12.36			12.10			12.36			12.10			11.97			12.09			12.10
Tangible book value / share	$	12.23		$	12.09		$	12.23		$	11.90		$	11.95		$	12.06		$	12.09
Performance Ratios (annualized)
Return on average assets	0.72		%	0.76		%	0.72		%	0.74		%	0.71		%	0.75		%	0.78		%
Return on average tangible common equity	10.38			9.79			10.35			10.62			10.16			10.27			10.35
Return on average common equity Tier 1 (1) (6)	10.32			9.78			10.20			10.55			10.22			10.35			10.38
Effective tax rate	31.14			32.02			30.36			30.61			32.49			27.79			32.77
Dividend payout ratio (2)	32.26			31.40			32.26			31.25			33.33			32.26			29.03
Average Balances
Common stockholders’ equity	$	2,792		$	2,824		$	2,798		$	2,794		$	2,785		$	2,772		$	2,815
Average common equity Tier 1 (1) (6)	$	1,821		$	1,887		$	1,837		$	1,820		$	1,804		$	1,821		$	1,871
Selected Trend Information
Average full time equivalent employees	4,436			4,435			4,421			4,465			4,422			4,320			4,359
Trust assets under management, at market value	$	7,626		$	7,700		$	7,626		$	8,068		$	8,138		$	7,993		$	7,700
Total revenue (3)	$	766		$	741		$	255		$	258		$	253		$	249		$	252
Core fee-based revenue (4)	$	194		$	172		$	64		$	66		$	64		$	56		$	54
Mortgage loans originated for sale during period	$	911		$	778		$	292		$	351		$	268		$	292		$	298
Mortgage portfolio serviced for others	$	7,907		$	8,012		$	7,907		$	7,898		$	7,920		$	7,999		$	8,012
Mortgage servicing rights, net / portfolio serviced for others	0.78		%	0.76		%	0.78%			0.77%			0.75		%	0.75		%	0.76		%
At Period End
Loans / deposits							90.11		%	94.99%			90.57		%	93.77		%	94.27		%
Stockholders’ equity / assets							10.75		%	10.68%			10.65		%	10.44		%	11.19		%
Tangible common equity / tangible assets (5)							6.97		%	6.85%			7.04		%	6.97		%	7.57		%
Tangible equity / tangible assets (5)							7.43		%	7.32%			7.27		%	7.20		%	7.82		%
Shares outstanding, end of period							150,928			150,862			153,567			149,560			154,743
Capital (6)
Risk weighted assets (7) (8)							$	19,866		$	19,629		$	19,565		$	18,568		$	18,031
Common equity Tier 1 (1)							$	1,865		$	1,825		$	1,838		$	1,808		$	1,873
Common equity Tier 1 / risk-weighted assets (7) (8)							9.39		%	9.30		%	9.39		%	9.74		%	10.39		%
Tier 1 leverage ratio (7) (8)							7.53		%	7.53		%	7.39		%	7.48		%	7.87		%
Tier 1 risk-based capital ratio (7) (8)							9.98		%	9.89		%	9.70		%	10.06		%	10.73		%
Total risk-based capital ratio (7) (8)							12.49		%	12.41		%	12.21		%	12.66		%	11.98		%

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

(2) Ratio is based upon basic earnings per common share.

(3) Total revenue, a non-GAAP financial measure, is the sum of taxable equivalent net interest income, core fee-based revenues, and other noninterest income categories, as presented on Pages 2 and 3 in the Consolidated Statements of Income and Pages 7 and 8 in the Net Interest Income Analysis.

(4) Core fee-based revenue, a non-GAAP financial measure, is the sum of trust service fees, service charges on deposit accounts, card-based and other nondeposit fees, insurance commissions, and brokerage and annuity commissions, as presented on Pages 2 and 3 in the Consolidated Statements of Income.

(5) 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.

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

(7) September 30, 2015 data is estimated.

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

Page 4

Associated Banc-Corp Selected Asset Quality Information
(in thousands)	Sep 30, 2015			Jun 30, 2015			Seql Qtr % Change		Mar 31, 2015			Dec 31, 2014			Sep 30, 2014			Comp Qtr % Change
Allowance for Loan Losses
Beginning balance	$	261,538		$	265,268		(1.4	)%	$	266,302		$	266,262		$	271,851		(3.8	)%
Provision for loan losses	9,000			5,000			80.0	%	4,500			4,500			(3,000		)	(400.0	)%
Charge offs	(11,732		)	(14,537		)	(19.3	)%	(13,270		)	(8,778		)	(14,850		)	(21.0	)%
Recoveries	3,730			5,807			(35.8	)%	7,736			4,318			12,261			(69.6	)%
Net charge offs	(8,002		)	(8,730		)	(8.3	)%	(5,534		)	(4,460		)	(2,589		)	209.1	%
Ending balance	$	262,536		$	261,538		0.4	%	$	265,268		$	266,302		$	266,262		(1.4	)%
Allowance for Unfunded Commitments
Beginning balance	$	24,900		$	24,900		—	%	$	24,900		$	24,400		$	20,400		22.1	%
Provision for unfunded commitments	(1,000		)	—			N/M		—			500			4,000			(125.0	)%
Ending balance	$	23,900		$	24,900		(4.0	)%	$	24,900		$	24,900		$	24,400		(2.0	)%
Allowance for credit losses	$	286,436		$	286,438		—	%	$	290,168		$	291,202		$	290,662		(1.5	)%
Net Charge Offs	Sep 30, 2015			Jun 30, 2015			Seql Qtr % Change		Mar 31, 2015			Dec 31, 2014			Sep 30, 2014			Comp Qtr % Change
Commercial and industrial	$	4,709		$	3,921		20.1	%	$	4,650		$	1,323		$	572		N/M
Commercial real estate—owner occupied	(504		)	1,198			(142.1	)%	739			134			2,210			(122.8	)%
Lease financing	—			—			N/M		—			9			(6		)	(100.0	)%
Commercial and business lending	4,205			5,119			(17.9	)%	5,389			1,466			2,776			51.5	%
Commercial real estate—investor	496			1,856			(73.3	)%	(2,529		)	(132		)	(4,065		)	(112.2	)%
Real estate construction	38			(673		)	(105.6	)%	(743		)	(116		)	350			(89.1	)%
Commercial real estate lending	534			1,183			(54.9	)%	(3,272		)	(248		)	(3,715		)	(114.4	)%
Total commercial	4,739			6,302			(24.8	)%	2,117			1,218			(939		)	N/M
Home equity revolving lines of credit	533			246			116.7	%	1,220			1,094			1,098			(51.5	)%
Home equity loans junior liens	358			118			203.4	%	423			457			728			(50.8	)%
Home equity (1)	891			364			144.8	%	1,643			1,551			1,826			(51.2	)%
Installment and credit cards	810			786			3.1	%	769			990			910			(11.0	)%
Residential mortgage (1)	1,562			1,278			22.2	%	1,005			701			792			97.2	%
Total consumer	3,263			2,428			34.4	%	3,417			3,242			3,528			(7.5	)%
Total net charge offs	$	8,002		$	8,730		(8.3	)%	$	5,534		$	4,460		$	2,589		209.1	%
Net Charge Offs to Average Loans (in basis points) *	Sep 30, 2015			Jun 30, 2015					Mar 31, 2015			Dec 31, 2014			Sep 30, 2014
Commercial and industrial	31			26					32			9			4
Commercial real estate—owner occupied	(21		)	48					30			5			84
Lease financing	—			—					—			7			(5)
Commercial and business lending	24			29					31			9			17
Commercial real estate—investor	6			24					(33		)	(2		)	(54		)
Real estate construction	1			(26		)			(30		)	(5		)	14
Commercial real estate lending	5			11					(32		)	(2		)	(37		)
Total commercial	17			22					8			4			(3		)
Home equity revolving lines of credit	24			11					56			49			50
Home equity loans junior liens	104			32					108			107			159
Home equity (1)	35			14					64			58			69
Installment and credit cards	75			73					70			86			78
Residential mortgage (1)	11			9					8			5			6
Total consumer	18			14					21			19			22
Total net charge offs	17			19					13			10			6
Credit Quality	Sep 30, 2015			Jun 30, 2015			Seql Qtr % Change		Mar 31, 2015			Dec 31, 2014			Sep 30, 2014			Comp Qtr % Change
Nonaccrual loans	$	147,454		$	160,361		(8.0	)%	$	174,346		$	177,413		$	184,138		(19.9	)%
Other real estate owned (OREO)	13,740			13,557			1.3	%	14,926			16,732			16,840			(18.4	)%
Total nonperforming assets	$	161,194		$	173,918		(7.3	)%	$	189,272		$	194,145		$	200,978		(19.8	)%
Loans 90 or more days past due and still accruing	$	1,484		$	1,662		(10.7	)%	$	1,715		$	1,623		$	1,690		(12.2	)%
Allowance for loan losses / loans	1.42		%	1.43		%			1.48		%	1.51		%	1.55		%
Allowance for loan losses / nonaccrual loans	178.05			163.09					152.15			150.10			144.60
Nonaccrual loans / total loans	0.80			0.88					0.97			1.01			1.07
Nonperforming assets / total loans plus OREO	0.87			0.95					1.05			1.10			1.17
Nonperforming assets / total assets	0.59			0.64					0.70			0.72			0.78
Net charge offs / average loans (annualized)	0.17			0.19					0.13			0.10			0.06
Year-to-date net charge offs / average loans	0.16			0.16					0.13			0.09			0.08
* Annualized

Page 5

Associated Banc-Corp Selected Asset Quality Information (continued)
(in thousands)	Sep 30, 2015		Jun 30, 2015		Seql Qtr % Change		Mar 31, 2015		Dec 31, 2014		Sep 30, 2014		Comp Qtr % Change
Nonaccrual loans by type:
Commercial and industrial	$	58,421	$	64,738	(9.8	)%	$	61,620	$	49,663	$	51,143	14.2	%
Commercial real estate—owner occupied	13,368		18,821		(29.0	)%	21,861		25,825		24,340		(45.1	)%
Lease financing	1,763		1,656		6.5	%	1,720		1,801		1,947		(9.5	)%
Commercial and business lending	73,552		85,215		(13.7	)%	85,201		77,289		77,430		(5.0	)%
Commercial real estate—investor	6,921		6,090		13.6	%	13,742		22,685		25,106		(72.4	)%
Real estate construction	997		2,906		(65.7	)%	5,423		5,399		8,187		(87.8	)%
Commercial real estate lending	7,918		8,996		(12.0	)%	19,165		28,084		33,293		(76.2	)%
Total commercial	81,470		94,211		(13.5	)%	104,366		105,373		110,723		(26.4	)%
Home equity revolving lines of credit	8,060		8,420		(4.3	)%	9,171		9,853		10,154		(20.6	)%
Home equity loans junior liens	5,581		5,356		4.2	%	6,145		6,598		6,443		(13.4	)%
Home equity (1)	13,641		13,776		(1.0	)%	15,316		16,451		16,597		(17.8	)%
Installment and credit cards	386		454		(15.0	)%	515		613		653		(40.9	)%
Residential mortgage (1)	51,957		51,920		0.1	%	54,149		54,976		56,165		(7.5	)%
Total consumer	65,984		66,150		(0.3	)%	69,980		72,040		73,415		(10.1	)%
Total nonaccrual loans	$	147,454	$	160,361	(8.0	)%	$	174,346	$	177,413	$	184,138	(19.9	)%
Restructured loans (accruing)	Sep 30, 2015		Jun 30, 2015		Seql Qtr % Change		Mar 31, 2015		Dec 31, 2014		Sep 30, 2014		Comp Qtr % Change
Commercial and industrial	$	28,598	$	32,063	(10.8	)%	$	26,466	$	33,892	$	36,955	(22.6	)%
Commercial real estate—owner occupied	7,343		5,433		35.2	%	9,780		10,454		11,574		(36.6	)%
Commercial and business lending	35,941		37,496		(4.1	)%	36,246		44,346		48,529		(25.9	)%
Commercial real estate—investor	18,580		22,009		(15.6	)%	22,775		23,127		24,440		(24.0	)%
Real estate construction	485		714		(32.1	)%	717		727		805		(39.8	)%
Commercial real estate lending	19,065		22,723		(16.1	)%	23,492		23,854		25,245		(24.5	)%
Total commercial	55,006		60,219		(8.7	)%	59,738		68,200		73,774		(25.4	)%
Home equity revolving lines of credit	1,121		1,222		(8.3	)%	1,251		1,508		1,531		(26.8	)%
Home equity loans junior liens	5,824		6,610		(11.9	)%	6,642		6,701		7,184		(18.9	)%
Home equity (1)	6,945		7,832		(11.3	)%	7,893		8,209		8,715		(20.3	)%
Installment and credit cards	804		796		1.0	%	891		974		1,106		(27.3	)%
Residential mortgage (1)	20,054		21,373		(6.2	)%	20,295		20,833		21,008		(4.5	)%
Total consumer	27,803		30,001		(7.3	)%	29,079		30,016		30,829		(9.8	)%
Total restructured loans (accruing)	$	82,809	$	90,220	(8.2	)%	$	88,817	$	98,216	$	104,603	(20.8	)%
Restructured loans in nonaccrual loans (not included above)	$	36,583	$	43,699	(16.3	)%	$	53,553	$	57,656	$	63,314	(42.2	)%
Loans Past Due 30-89 Days	Sep 30, 2015		Jun 30, 2015		Seql Qtr % Change		Mar 31, 2015		Dec 31, 2014		Sep 30, 2014		Comp Qtr % Change
Commercial and industrial	$	2,921	$	6,357	(54.1	)%	$	1,717	$	14,747	$	3,947	(26.0	)%
Commercial real estate—owner occupied	2,018		1,090		85.1	%	1,849		10,628		2,675		(24.6	)%
Lease financing	375		—		N/M		—		—		—		N/M
Commercial and business lending	5,314		7,447		(28.6	)%	3,566		25,375		6,622		(19.8	)%
Commercial real estate—investor	1,218		19,843		(93.9	)%	2,215		1,208		15,869		(92.3	)%
Real estate construction	373		312		19.6	%	317		984		399		(6.5	)%
Commercial real estate lending	1,591		20,155		(92.1	)%	2,532		2,192		16,268		(90.2	)%
Total commercial	6,905		27,602		(75.0	)%	6,098		27,567		22,890		(69.8	)%
Home equity revolving lines of credit	6,142		5,157		19.1	%	7,150		6,725		6,739		(8.9	)%
Home equity loans junior liens	2,423		1,894		27.9	%	1,905		2,058		2,496		(2.9	)%
Home equity (1)	8,565		7,051		21.5	%	9,055		8,783		9,235		(7.3	)%
Installment and credit cards	1,723		1,655		4.1	%	1,818		1,932		1,818		(5.2	)%
Residential mortgage (1)	4,811		6,602		(27.1	)%	4,356		4,846		4,734		1.6	%
Total consumer	15,099		15,308		(1.4	)%	15,229		15,561		15,787		(4.4	)%
Total loans past due 30-89 days	$	22,004	$	42,910	(48.7	)%	$	21,327	$	43,128	$	38,677	(43.1	)%
Potential Problem Loans	Sep 30, 2015		Jun 30, 2015		Seql Qtr % Change		Mar 31, 2015		Dec 31, 2014		Sep 30, 2014		Comp Qtr % Change
Commercial and industrial	$	191,941	$	125,643	52.8	%	$	138,403	$	108,522	$	133,416	43.9	%
Commercial real estate—owner occupied	41,466		41,997		(1.3	)%	43,114		48,695		49,008		(15.4	)%
Lease financing	233		1,385		(83.2	)%	2,009		2,709		3,787		(93.8	)%
Commercial and business lending	233,640		169,025		38.2	%	183,526		159,926		186,211		25.5	%
Commercial real estate—investor	23,633		23,543		0.4	%	26,026		24,043		28,474		(17.0	)%
Real estate construction	2,354		1,327		77.4	%	1,487		1,776		2,227		5.7	%
Commercial real estate lending	25,987		24,870		4.5	%	27,513		25,819		30,701		(15.4	)%
Total commercial	259,627		193,895		33.9	%	211,039		185,745		216,912		19.7	%
Home equity revolving lines of credit	141		202		(30.2	)%	247		204		224		(37.1	)%
Home equity loans junior liens	86		230		(62.6	)%	711		676		687		(87.5	)%
Home equity (1)	227		432		(47.5	)%	958		880		911		(75.1	)%
Installment and credit cards	—		—		N/M		—		2		4		(100.0	)%
Residential mortgage (1)	3,966		5,341		(25.7	)%	6,621		3,781		2,166		83.1	%
Total consumer	4,193		5,773		(27.4	)%	7,579		4,663		3,081		36.1	%
Total potential problem loans	$	263,820	$	199,668	32.1	%	$	218,618	$	190,408	$	219,993	19.9	%
N/M = Not meaningful
(1) During the third quarter of 2015, the Corporation completed a loan system conversion that moved closed end first lien home equity loans from a legacy system to our residential mortgage servicing platform. All prior periods have been restated to reflect this change. See Page 9 of the Financial Summary and Comparison Press Release for additional information on the dollar impact of the loan system conversion.

Page 6

Associated Banc-Corp Net Interest Income Analysis—Taxable Equivalent Basis Sequential Quarter
	Three months ended September 30, 2015						Three months ended June 30, 2015
(in thousands)	Average Balance		Interest Income /Expense		Average Yield /Rate		Average Balance		Interest Income /Expense		Average Yield /Rate
Earning assets:
Loans: (1) (2) (3)
Commercial and business lending	$	7,089,664	$	55,944	3.13	%	$	7,167,315	$	56,329	3.15	%
Commercial real estate lending	4,260,329		36,694		3.42		4,148,955		35,688		3.45
Total commercial	11,349,993		92,638		3.24		11,316,270		92,017		3.26
Residential mortgage (4)	5,658,253		47,004		3.32		5,411,193		44,447		3.29
Retail (4)	1,444,503		16,913		4.67		1,460,842		16,857		4.62
Total loans	18,452,749		156,555		3.38		18,188,305		153,321		3.38
Investment securities (1)	5,965,769		37,049		2.48		5,703,477		35,443		2.49
Other short-term investments	415,496		1,489		1.43		374,585		1,771		1.89
Investments and other	6,381,265		38,538		2.42		6,078,062		37,214		2.45
Total earning assets	24,834,014		$	195,093	3.13		24,266,367		$	190,535	3.15
Other assets, net	2,446,062						2,465,707
Total assets	$	27,280,076					$	26,732,074
Interest-bearing liabilities:
Savings deposits	$	1,357,677	$	254	0.07	%	$	1,352,616	$	259	0.08	%
Interest-bearing demand deposits	3,199,391		962		0.12		3,251,196		1,037		0.13
Money market deposits	9,538,030		4,350		0.18		9,101,589		4,088		0.18
Time deposits	1,624,661		2,955		0.72		1,630,242		2,757		0.68
Total interest-bearing deposits	15,719,759		8,521		0.22		15,335,643		8,141		0.21
Federal funds purchased and securities sold under agreements to repurchase	649,891		248		0.15		662,047		235		0.14
Other short-term funding	154,811		83		0.21		236,459		115		0.20
Long-term funding	3,024,774		10,645		1.41		3,080,954		10,642		1.38
Total short and long-term funding	3,829,476		10,976		1.15		3,979,460		10,992		1.11
Total interest-bearing liabilities	19,549,235		$	19,497	0.40		19,315,103		$	19,133	0.40
Noninterest-bearing demand deposits	4,573,840						4,290,567
Other liabilities	237,725						251,743
Stockholders’ equity	2,919,276						2,874,661
Total liabilities and stockholders’ equity	$	27,280,076					$	26,732,074
Net interest income and rate spread			$	175,596	2.73	%			$	171,402	2.75	%
Net interest margin					2.82	%					2.83	%
Fully tax-equivalent adjustment			$	5,087					$	4,914
Net Interest Income Analysis—Taxable Equivalent Basis Comparable Quarter
	Three months ended September 30, 2015						Three months ended September 30, 2014
(in thousands)	Average Balance		Interest Income /Expense		Average Yield /Rate		Average Balance		Interest Income /Expense		Average Yield /Rate
Earning assets:
Loans: (1) (2) (3)
Commercial and business lending	$	7,089,664	$	55,944	3.13	%	$	6,652,227	$	54,990	3.28	%
Commercial real estate lending	4,260,329		36,694		3.42		4,019,286		37,780		3.73
Total commercial	11,349,993		92,638		3.24		10,671,513		92,770		3.45
Residential mortgage (4)	5,658,253		47,004		3.32		4,947,713		42,840		3.46
Retail (4)	1,444,503		16,913		4.67		1,521,735		17,392		4.56
Total loans	18,452,749		156,555		3.38		17,140,961		153,002		3.55
Investment securities (1)	5,965,769		37,049		2.48		5,619,982		36,486		2.60
Other short-term investments	415,496		1,489		1.43		335,774		1,503		1.79
Investments and other	6,381,265		38,538		2.42		5,955,756		37,989		2.55
Total earning assets	24,834,014		$	195,093	3.13		23,096,717		$	190,991	3.29
Other assets, net	2,446,062						2,375,335
Total assets	$	27,280,076					$	25,472,052
Interest-bearing liabilities:
Savings deposits	$	1,357,677	$	254	0.07	%	$	1,269,994	$	254	0.08	%
Interest-bearing demand deposits	3,199,391		962		0.12		3,096,712		1,111		0.14
Money market deposits	9,538,030		4,350		0.18		7,721,167		3,153		0.16
Time deposits	1,624,661		2,955		0.72		1,545,851		2,103		0.54
Total interest-bearing deposits	15,719,759		8,521		0.22		13,633,724		6,621		0.19
Federal funds purchased and securities sold under agreements to repurchase	649,891		248		0.15		927,904		390		0.17
Other short-term funding	154,811		83		0.21		665,647		233		0.14
Long-term funding	3,024,774		10,645		1.41		2,931,714		6,179		0.84
Total short and long-term funding	3,829,476		10,976		1.15		4,525,265		6,802		0.60
Total interest-bearing liabilities	19,549,235		$	19,497	0.40		18,158,989		$	13,423	0.29
Noninterest-bearing demand deposits	4,573,840						4,239,654
Other liabilities	237,725						197,330
Stockholders’ equity	2,919,276						2,876,079
Total liabilities and stockholders’ equity	$	27,280,076					$	25,472,052
Net interest income and rate spread			$	175,596	2.73	%			$	177,568	3.00	%
Net interest margin					2.82	%					3.06	%
Fully tax-equivalent adjustment			$	5,087					$	4,938

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

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

(3) Interest income includes net loan fees.

(4) During the third quarter of 2015, the Corporation completed a loan system conversion that moved closed end first lien home equity loans from a legacy system to our residential mortgage servicing platform. All prior periods have been restated to reflect this change. See Page 9 of the Financial Summary and Comparison Press Release for additional information on the dollar impact of the loan system conversion.

Page 7

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

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

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

(3) Interest income includes net loan fees.

(4) During the third quarter of 2015, the Corporation completed a loan system conversion that moved closed end first lien home equity loans from a legacy system to our residential mortgage servicing platform. All prior periods have been restated to reflect this change. See Page 9 of the Financial Summary and Comparison Press Release for additional information on the dollar impact of the loan system conversion.

Page 8

Associated Banc-Corp Financial Summary and Comparison (in thousands)
Period End Loan Composition	Sep 30, 2015		Jun 30, 2015		Seql Qtr % Change		Mar 31, 2015		Dec 31, 2014		Sep 30, 2014		Comp Qtr % Change
Commercial and industrial	$	6,085,473	$	6,208,192	(2.0	)%	$	6,140,420	$	5,905,902	$	5,603,899	8.6	%
Commercial real estate—owner occupied	966,689		978,183		(1.2	)%	1,003,885		1,007,937		1,014,335		(4.7	)%
Lease financing	42,607		46,900		(9.2	)%	49,496		51,529		52,600		(19.0	)%
Commercial and business lending	7,094,769		7,233,275		(1.9	)%	7,193,801		6,965,368		6,670,834		6.4	%
Commercial real estate—investor	3,183,352		3,126,440		1.8	%	3,086,980		3,056,485		3,043,361		4.6	%
Real estate construction	1,124,280		1,092,308		2.9	%	1,019,571		1,008,956		982,426		14.4	%
Commercial real estate lending	4,307,632		4,218,748		2.1	%	4,106,551		4,065,441		4,025,787		7.0	%
Total commercial	11,402,401		11,452,023		(0.4	)%	11,300,352		11,030,809		10,696,621		6.6	%
Home equity revolving lines of credit	883,573		880,628		0.3	%	879,827		887,779		880,435		0.4	%
Home equity loans junior liens	130,892		141,344		(7.4	)%	154,120		164,148		176,316		(25.8	)%
Home equity (1)	1,014,465		1,021,972		(0.7	)%	1,033,947		1,051,927		1,056,751		(4.0	)%
Installment and credit cards	425,729		430,823		(1.2	)%	436,492		454,219		459,682		(7.4	)%
Residential mortgage (1)	5,682,178		5,398,434		5.3	%	5,208,241		5,056,891		4,946,036		14.9	%
Total consumer	7,122,372		6,851,229		4.0	%	6,678,680		6,563,037		6,462,469		10.2	%
Total loans	$	18,524,773	$	18,303,252	1.2	%	$	17,979,032	$	17,593,846	$	17,159,090	8.0	%
Period End Deposit and Customer Funding Composition	Sep 30, 2015		Jun 30, 2015		Seql Qtr % Change		Mar 31, 2015		Dec 31, 2014		Sep 30, 2014		Comp Qtr % Change
Noninterest-bearing demand	$	4,657,261	$	4,332,171	7.5	%	$	4,570,872	$	4,505,272	$	4,302,454	8.2	%
Savings	1,346,407		1,359,478		(1.0	)%	1,337,643		1,235,277		1,256,567		7.1	%
Interest-bearing demand	3,416,429		3,576,311		(4.5	)%	3,525,870		3,126,854		3,637,411		(6.1	)%
Money market	9,516,503		8,374,186		13.6	%	8,781,206		8,324,646		7,491,460		27.0	%
Brokered CDs	42,689		39,760		7.4	%	40,699		42,556		9,242		361.9	%
Other time	1,579,106		1,587,657		(0.5	)%	1,595,302		1,528,899		1,504,124		5.0	%
Total deposits	20,558,395		19,269,563		6.7	%	19,851,592		18,763,504		18,201,258		13.0	%
Customer repo sweeps	524,630		433,044		21.1	%	528,572		384,221		493,451		6.3	%
Total deposits and customer funding	$	21,083,025	$	19,702,607	7.0	%	$	20,380,164	$	19,147,725	$	18,694,709	12.8	%
Network transaction deposits included above in interest-bearing demand & money market	$	3,207,867	$	2,920,939	9.8	%	$	2,900,325	$	2,852,943	$	2,207,055	45.3	%
Brokered CDs	42,689		39,760		7.4	%	40,699		42,556		9,242		N/M
Total network and brokered funding	3,250,556		2,960,699		9.8	%	2,941,024		2,895,499		2,216,297		46.7	%
Net customer deposits and funding (2)	$	17,832,469	$	16,741,908	6.5	%	$	17,439,140	$	16,252,226	$	16,478,412	8.2	%
Quarter Average Loan Composition	Sep 30, 2015		Jun 30, 2015		Seql Qtr % Change		Mar 31, 2015		Dec 31, 2014		Sep 30, 2014		Comp Qtr % Change
Commercial and industrial	$	6,074,168	$	6,122,864	(0.8	)%	$	5,944,152	$	5,665,396	$	5,558,135	9.3	%
Commercial real estate—owner occupied	970,112		995,981		(2.6	)%	998,293		1,003,179		1,043,001		(7.0	)%
Lease financing	45,384		48,470		(6.4	)%	50,724		52,318		51,091		(11.2	)%
Commercial and business lending	7,089,664		7,167,315		(1.1	)%	6,993,169		6,720,893		6,652,227		6.6	%
Commercial real estate—investor	3,134,454		3,110,637		0.8	%	3,106,965		3,062,427		3,013,210		4.0	%
Real estate construction	1,125,875		1,038,318		8.4	%	995,768		1,003,716		1,006,076		11.9	%
Commercial real estate lending	4,260,329		4,148,955		2.7	%	4,102,733		4,066,143		4,019,286		6.0	%
Total commercial	11,349,993		11,316,270		0.3	%	11,095,902		10,787,036		10,671,513		6.4	%
Home equity revolving lines of credit	880,660		881,036		—	%	882,869		883,580		875,388		0.6	%
Home equity loans junior liens	136,254		147,391		(7.6	)%	159,378		169,845		181,880		(25.1	)%
Home equity (1)	1,016,914		1,028,427		(1.1	)%	1,042,247		1,053,425		1,057,268		(3.8	)%
Installment and credit cards	427,589		432,415		(1.1	)%	445,268		455,000		464,467		(7.9	)%
Residential mortgage (1)	5,658,253		5,411,193		4.6	%	5,231,698		5,091,794		4,947,713		14.4	%
Total consumer	7,102,756		6,872,035		3.4	%	6,719,213		6,600,219		6,469,448		9.8	%
Total loans	$	18,452,749	$	18,188,305	1.5	%	$	17,815,115	$	17,387,255	$	17,140,961	7.7	%
Quarter Average Deposit Composition	Sep 30, 2015		Jun 30, 2015		Seql Qtr % Change		Mar 31, 2015		Dec 31, 2014		Sep 30, 2014		Comp Qtr % Change
Noninterest-bearing demand	$	4,573,840	$	4,290,567	6.6	%	$	4,326,557	$	4,367,031	$	4,239,654	7.9	%
Savings	1,357,677		1,352,616		0.4	%	1,277,469		1,264,195		1,269,994		6.9	%
Interest-bearing demand	3,199,391		3,251,196		(1.6	)%	3,203,727		3,142,537		3,096,712		3.3	%
Money market	9,538,030		9,101,589		4.8	%	8,653,260		8,209,091		7,721,167		23.5	%
Time deposits	1,624,661		1,630,242		(0.3	)%	1,594,183		1,549,565		1,545,851		5.1	%
Total deposits	$	20,293,599	$	19,626,210	3.4	%	$	19,055,196	$	18,532,419	$	17,873,378	13.5	%
N/M = Not meaningful

(1) During the third quarter of 2015, the Corporation completed a loan system conversion that moved approximately $500 million of closed end first lien home equity loans from a legacy system to our residential mortgage servicing platform. As a result, in the third quarter of 2015, the home equity portfolio was reported at just over $1 billion and reflects only junior liens and revolving lines of credit. This compares to the $1.5 billion originally reported as home equity in the second quarter of 2015. All prior periods have been restated to reflect this change. There will be no change for regulatory reporting purposes, as these closed end first lien home equity loans have always been reported with our closed end first lien residential mortgage loans.

(2) Total deposits and customer funding excluding total network and brokered funding.

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Associated Banc-Corp Non-GAAP Financial Measures Reconciliation
($ in millions)	YTD Sep 2015		YTD Sep 2014		3Q15			2Q15			1Q15			4Q14			3Q14
Common Equity Tier 1 Reconciliation (1):
Common Equity					$	2,832		$	2,782		$	2,823		$	2,740		$	2,809
Goodwill & Intangibles, net of deferred tax liabilities (DTLs)					(950		)	(951		)	(951		)	(937		)	(937		)
Tangible Common Equity					1,882			1,831			1,872			1,803			1,872
Accumulated other comprehensive income (AOCI)					(15		)	(2		)	(25		)	5			1
Deferred tax assets (DTAs) / Disallowed servicing assets					(2		)	(4		)	(9		)	—			—
Common Equity Tier 1					$	1,865		$	1,825		$	1,838		$	1,808		$	1,873
Efficiency Ratio Reconciliation:
Federal Reserve efficiency ratio (2)	69.79	%	70.19	%	68.83		%	70.23		%	70.30		%	70.54		%	71.06		%
Taxable equivalent adjustment	(1.38	)%	(1.35	)%	(1.39		)%	(1.34		)%	(1.42		)%	(1.41		)%	(1.39		)%
Other intangible amortization	(0.34	)%	(0.40	)%	(0.35		)%	(0.35		)%	(0.32		)%	(0.31		)%	(0.40		)%
Fully tax-equivalent efficiency ratio (2)	68.07	%	68.44	%	67.09		%	68.54		%	68.56		%	68.82		%	69.27		%

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

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

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EX-99.2

ASSOCIATED BANC-CORP THIRD QUARTER 2015 EARNINGS PRESENTATION OCTOBER 15, 2015

FORWARD-LOOKING STATEMENTS Important note regarding forward-looking statements: Statements made in this presentation which are not purely historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. This includes any statements regarding management’s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings, or other measures of performance. Such forward-looking statements may be identified by the use of words such as “believe”, “expect”, “anticipate”, “plan”, “estimate”, “should”, “will”, “intend”, “outlook”, or similar expressions. Forward- looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. Actual results may differ materially from those contained in the forward-looking statements. Factors which may cause actual results to differ materially from those contained in such forward-looking statements include those identified in the Company’s most recent Form 10-K and subsequent SEC filings. Such factors are incorporated herein by reference. 1

2015 THIRD QUARTER HIGHLIGHTS 2 Higher Net Interest Income and Lower Expenses Offset Lower Fee-Revenue  Average loans of $18.5 billion were up $264 million, or 1% from the second quarter ‒ Average consumer loans grew $231 million, 87% of the quarter’s growth ‒ Average commercial loans grew $34 million, 13% of the quarter’s growth  Average deposits of $20.3 billion were up $667 million, or 3% from the second quarter  Net interest income of $171 million was up $4 million from the second quarter – Net interest margin of 2.82% compared to 2.83% in the second quarter  Quarterly dividend of $0.10 / common share  Capital ratios remain strong with a common equity Tier 1 ratio of 9.39%  Noninterest income of $80 million was down $7 million compared to the second quarter ‒ Core fee-based revenue decreased $2 million from the second quarter ‒ Mortgage banking revenue was down $3 million from the second quarter  Noninterest expense of $171 million was down $5 million from the second quarter ‒ Personnel expense decreased $2 million due to severance recorded in the prior quarter  Net income available to common shareholders of $47 million, or $0.31 per share  Return on average common equity Tier 1 of 10.2% Net Interest Income & Net Interest Margin Noninterest Income & Expenses Capital Balance Sheet Net Income & ROCET1

CRE Investor 17% Construction 6% Commercial & Business Lending 38% Res Mtg 31% Home Equity 6% Installment 2% ($46) ($17) ($16) ($15) $0 $111 $247 LOAN PORTFOLIO – TREND AND MIX 3 3Q 2015 Average Net Loan Change (+$264 million) Loan Mix – 3Q 2015 (Average) Home Equity & Installment Commercial Real Estate Residential Mortgage Power & Utilities Oil & Gas Mortgage Warehouse General Commercial Loans Average Quarterly Loans ($ in billions) $5.3 $5.9 $6.7 $7.2 $7.1 $3.4 $3.8 $4.0 $4.1 $4.3 $4.4 $4.5 $4.9 $5.4 $5.7 $1.8 $1.5 $1.5 $1.5 $1.4 3Q 2012 3Q 2013 3Q 2014 2Q 2015 3Q 2015 Commercial & Business Commercial Real Estate Residential Mortgage Home Equity & Installment $18.5 +5% % Chg +3% 0% (2%) $17.1 (1%) $18.2 $15.7 $14.9 (1%) (3%) Total Commercial & Business Lending (1%) 1 – During the third quarter of 2015, the Corporation completed a loan system conversion that moved closed end first lien home equity loans from a legacy system to our residential mortgage servicing platform. All prior periods have been restated to reflect this change. 1

COMMERCIAL LINE UTILIZATION TRENDS 4 Line Utilization Decline Largely Driven by Mortgage Warehouse Change from 2Q 15 Commercial Real Estate Flat at 58% 49% 47% 49% 52% 53% 52% 55% 56% 54% 61% 63% 64% 62% 59% 60% 59% 58% 58% 40% 45% 50% 55% 60% 65% 70% 3Q 2013 4Q 2013 1Q 2014 2Q 2014 3Q 2014 4Q 2014 1Q 2015 2Q 2015 3Q 2015 Commercial & Business Lending Commercial Real Estate Commercial & Business Down 2% to 54%

OIL AND GAS LENDING UPDATE 5 Portfolio Update Oil & Gas 4% All Other Loans 96%  Exclusively focused on the upstream sector (‘Exploration and Production’ or ‘E&P’ sector)  Oil & Gas period end loans were relatively flat in the third quarter Reserve Update $754 $780 $757 $758 2.26% 3.46% 3.43% 3.83% 0.00% 2.00% 4.00% 6.00% 8.00% $500 $550 $600 $650 $700 $750 $800 4Q 2014 1Q 2015 2Q 2015 3Q 2015 Period End Loans Reserve % ($ in millions)  We proactively risk grade and reserve accordingly against our loan portfolio  Fall borrowing base re- determinations are underway  Lower market pricing led to downward rating migration within the portfolio  Increased reserves to $29 million, up $3 million from the second quarter 3Q 2015 Loan Composition  50 clients  Over $1 billion in aggregate commitments  Average commitment of $20 million

$172 $170 $165 $165 $170 $3 $1 3Q 2014 4Q 2014 1Q 2015 2Q 2015 3Q 2015 Interest Recoveries & Prepayment Fees Net Interest Income Net of Interest Recoveries & Prepayment Fees 3.06% 3.04% 2.89% 2.83% 2.82% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% $- $4 $8 $12 $16 $20 $24 $28 $32 $36 $40 $44 $48 $52 $56 $60 $64 $68 $72 $76 $80 $84 $88 $92 $96 $100 $104 $108 $112 $116 $120 $124 $128 $132 $136 $140 $144 $148 $152 $156 $160 $164 $168 $172 $176 $180 3.29% 3.32% 3.20% 3.15% 3.13% 3Q 2014 4Q 2014 1Q 2015 2Q 2015 3Q 2015 NET INTEREST INCOME AND MARGIN TRENDS 6 Yield on Interest-earning Assets Cost of Interest-bearing Liabilities Net Interest Income & Net Interest Margin ($ in millions) Net Interest Margin $173 0.19% 0.20% 0.21% 0.21% 0.22% 3Q 2014 4Q 2014 1Q 2015 2Q 2015 3Q 2015 Interest-Bearing Deposit Costs Other Funding Costs 0.29% 0.35% 0.39% 0.40% $168 3.55% 3.60% 3.46% 3.38% 3.38% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 4.50% $140 $144 $148 $153 $157 $161 $165 $169 $174 $178 Total Loan Yield Total Interest-earning Yield $1 $171 0.40% $166 $175 $5 +11 bps $1

$7 $3 $7 $10 $7 3Q 2014 4Q 2014 1Q 2015 2Q 2015 3Q 2015 NONINTEREST INCOME TRENDS ($ IN MILLIONS) $14 $11 $9 $11 $9 3Q 2014 4Q 2014 1Q 2015 2Q 2015 3Q 2015 Mortgage Banking (net) Income $54 $56 $64 $66 $64 $21 $14 $16 $21 $16 3Q 2014 4Q 2014 1Q 2015 2Q 2015 3Q 2015 Mortgage Banking (net) and Other Noninterest Income Core Fee-based Revenue Total Noninterest Income Other Noninterest Income2 7 1 – Core Fee-based Revenue = Trust service fees plus Service charges on deposit accounts plus Card-based and other nondeposit fees plus Insurance commissions plus Brokerage and annuity commissions. This is a non-GAAP measure. Please refer to the press release tables for a reconciliation to total noninterest income. 2 – Other Noninterest Income = Total Noninterest Income minus net Mortgage Banking Income minus Core Fee-based Revenue. This is a non-GAAP measure. Please refer to the press release tables for a reconciliation to noninterest income. $75 $70 $80 $87 $80 1 Insurance Commissions $8 $11 $20 $20 $18 3Q 2014 4Q 2014 1Q 2015 2Q 2015 3Q 2015

NONINTEREST EXPENSE TRENDS ($ IN MILLIONS) $54 $54 $53 $52 $49 3Q 2014 4Q 2014 1Q 2015 2Q 2015 3Q 2015 Technology and Equipment Spend Total Noninterest Expense $20 $21 $21 $22 $21 3Q 2014 4Q 2014 1Q 2015 2Q 2015 3Q 2015 Other Non-Personnel Spend2 1 – The fully tax-equivalent efficiency ratio is a non-GAAP financial measure, which we define as noninterest expense (which includes the provision for unfunded commitments), excluding other intangible amortization, divided by the sum of taxable equivalent net interest income plus noninterest income, excluding investment securities gains / losses. This differs from prior presentations. Please refer to the appendix for a reconciliation of this measure to “efficiency ratio” as defined by the Federal Reserve. 2 – Other Non-Personnel Spend = Total Noninterest Expense less Personnel and Technology spend 3 – FTE = Average Full Time Equivalent Employees Fully Tax-Equivalent Efficiency Ratio1 8 $98 $97 $100 $103 $101 $74 $75 $74 $74 $70 3Q 2014 4Q 2014 1Q 2015 2Q 2015 3Q 2015 Personnel Other Noninterest Expense FTE3 Trend $172 $172 $174 $177 $171 4,359 4,320 4,422 4,465 4,421 3Q 2014 4Q 2014 1Q 2015 2Q 2015 3Q 2015 69% 67%

CREDIT QUALITY INDICATORS ($ IN MILLIONS) 9 $184 $177 $174 $160 $147 1.07% 1.01% 0.97% 0.88% 0.80% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% $- $4 8 $12 6 $20 4 $28 32 $ 6 40 $ 4 48 $52 6 $60 4 $68 72 $ 6 80 $ 4 88 $92 6 $100 4 $108 12 $1 6 20 $1 4 28 $132 6 $140 4 $148 52 $1 6 60 $1 4 68 $172 6 $180 4 $188 92 $1 6 200 $ 4 208 $ 12 2 6 $ 20 2 4 $ 28 232 $ 6 240 $ 4 248 $ 52 2 6 $ 60 2 4 $ 68 272 $ 6 280 $ 4 288 $ 92 2 6 $300 4 $308 12 $3 6 20 $3 4 28 $332 6 $340 3Q 2014 4Q 2014 1Q 2015 2Q 2015 3Q 2015 Nonaccruals Nonaccruals / Total Loans $3 $4 $6 $9 $8 0.06% 0.10% 0.13% 0.19% 0.17% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% $- $4 $8 $12 3Q 2014 4Q 2014 1Q 2015 2Q 2015 3Q 2015 Net Charge Offs NCOs / Avg Loans 145% 150% 152% 163% 178% 1.55% 1.51% 1.48% 1.43% 1.42% 1.00% 1.50% 2.00% 2.50% 3.00% 0% 80% 160% 3Q 2014 4Q 2014 1Q 2015 2Q 2015 3Q 2015 ALLL/ Nonaccruals ALLL/ Total Loans $220 $190 $219 $200 $264 1.28% 1.08% 1.22% 1.09% 1.42% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% $- $4 8 $12 6 $20 4 $28 32 $ 6 40 $ 4 48 $52 6 $60 4 $68 72 $ 6 80 $ 4 88 $92 6 $100 4 $108 12 $1 6 20 $1 4 28 $132 6 $140 4 $148 52 $1 6 60 $1 4 68 $172 6 $180 4 $188 92 $1 6 200 $ 4 208 $ 12 2 6 $ 20 2 4 $ 28 232 $ 6 240 $ 4 248 $ 52 2 6 $ 60 2 4 $ 68 272 $ 6 280 $ 4 288 $ 92 2 6 $300 4 $308 12 $3 6 20 $3 4 28 $332 6 $340 3Q 2014 4Q 2014 1Q 2015 2Q 2015 3Q 2015 Potential Problem Loans PPLs / Total Loans Potential Problem Loans to Total Loans Nonaccruals to Total Loans Allowance to Total Loans Net Charge Offs to Average Loans

RECONCILIATION AND DEFINITIONS OF NON-GAAP ITEMS Efficiency Ratio Reconciliation 3Q 2014 4Q 2014 1Q 2015 2Q 2015 3Q 2015 Efficiency ratio, Federal Reserve definition 71.06% 70.54% 70.30% 70.23% 68.83% Taxable equivalent adjustment (1.39) (1.41) (1.42) (1.34) (1.39) Other intangible amortization (0.40) (0.31) (0.32) (0.35) (0.35) Fully tax-equivalent efficiency ratio 69.27% 68.82% 68.56% 68.54% 67.09% The efficiency ratio is defined by the Federal Reserve guidance as noninterest expense (which includes the provision for unfunded commitments) divided by the sum of net interest income plus noninterest income, excluding investment securities gains / losses, net. The fully tax-equivalent efficiency ratio is noninterest expense (which includes the provision for unfunded commitments), excluding other intangible amortization, divided by the sum of taxable equivalent net interest income plus noninterest income, excluding investment securities gains / losses. Management believes the fully tax-equivalent efficiency ratio, which adjusts net interest income for the tax-favored status of certain loans and investment securities, to be the preferred industry measurement as it enhances the comparability of net interest income arising from taxable and tax- exempt sources. This differs from prior presentations. All periods have been adjusted to conform. Common Equity Tier 1 Common equity Tier 1, a non-GAAP financial measure, is used by banking regulators, investors and analysts to assess and compare the quality and composition of our capital with the capital of other financial services companies. Management uses common equity Tier 1, along with other capital measures, to assess and monitor our capital position. Common equity Tier 1 (period end and average) is Tier 1 capital excluding qualifying perpetual preferred stock and qualifying trust preferred securities. 10