10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☑	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended	December 31, 2019

☐	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	Trading symbol	Name of each exchange on which registered
Common stock, par value $0.01 per share	ASB	The New York Stock Exchange
Depositary Shrs, each representing 1/40th intrst in a shr of 6.125% Non-Cum. Perp Pref Stock, Srs C	ASB PrC	The New York Stock Exchange
Depositary Shrs, each representing 1/40th intrst in a shr of 5.375% Non-Cum. Perp Pref Stock, Srs D	ASB PrD	The New York Stock Exchange
Depositary Shrs, each representing 1/40th intrst in a shr of 5.875% Non-Cum. Perp Pref Stock, Srs E	ASB PrE	The New York Stock Exchange

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 every Interactive Data File required to be submitted 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 such files).

Yes  þ        No  ¨

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

Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨

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, 2019, (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 $3,375,478,000. This excludes approximately $63,196,000 of market value representing the outstanding shares of the registrant owned by all directors and officers who may be deemed affiliates. This includes approximately $59,863,000 of market value representing 1.74% of the outstanding shares of the registrant held in a fiduciary capacity by the trust company subsidiary of the registrant.

As of February 6, 2020, 156,455,138 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for the Annual Meeting of Shareholders to held on April 28, 2020 are incorporated by reference in this Form 10-K into Part III.

ASSOCIATED BANC-CORP

2019 Form 10-K Table of Contents

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	29
Item 2.	Properties	29
Item 3.	Legal Proceedings	29
Item 4.	Mine Safety Disclosures	29
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases of Equity Securities	32
Item 6.	Selected Financial Data	34
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	66
Item 8.	Financial Statements and Supplementary Data	67
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	139
Item 9A.	Controls and Procedures	139
Item 9B.	Other Information	142
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	142
Item 11.	Executive Compensation	142
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	142
Item 13.	Certain Relationships and Related Transactions, and Director Independence	142
Item 14.	Principal Accounting Fees and Services	142
PART IV
Item 15.	Exhibits and Financial Statement Schedules	143
Item 16.	Form 10-K Summary	146
Signatures		146

ASSOCIATED BANC-CORP

Commonly Used Acronyms and Abbreviations

The following listing provides a reference of common acronyms and abbreviations used throughout the document:

2017 Plan	2017 Incentive Compensation Plan
ABRC	Associated Benefits and Risk Consulting
ABS	Asset-Backed Securities
ACL	Allowance for Credit Losses
ADC	Acquisition, Development, or Construction
ALCO	Asset / Liability Committee
Anderson	Anderson Insurance and Investment Agency, Inc.
ASC	Accounting Standards Codification
Associated / Corporation / our / us / we	Associated Banc-Corp collectively with all of its subsidiaries and affiliates
Associated Bank / the Bank	Associated Bank, National Association
ASU	Accounting Standards Update
Bank Mutual	Bank Mutual Corporation
Basel III	International framework established by the Basel Committee on Banking Supervision for the regulation of capital and liquidity
BHC Act	Bank Holding Company Act of 1956, as amended
bp	basis point(s)
BSA	Bank Secrecy Act
CDs	Certificates of Deposit
CDIs	Core Deposit Intangibles
CECL	Current Expected Credit Losses
CET1	Common Equity Tier 1
CFPB	Consumer Financial Protection Bureau
CMBS	Commercial Mortgage-Backed Securities
CMOs	Collateralized Mortgage Obligations
CRA	Community Reinvestment Act
DIF	Deposit Insurance Fund
Diversified	Diversified Insurance Solutions
Dodd-Frank Act	Dodd-Frank Wall Street Reform and Consumer Protection Act
DOL	Department of Labor
DTAs	Deferred Tax Assets
DTCC	Depository Trust & Clearing Corporation
EAR	Earnings at Risk
Economic Growth Act	Economic Growth, Regulatory Relief, and Consumer Protection Act
Exchange Act	Securities Exchange Act of 1934, as amended
FASB	Financial Accounting Standards Board
FCA	United Kingdom Financial Conduct Authority
FDIC	Federal Deposit Insurance Corporation
FDICIA	Federal Deposit Insurance Corporation Improvement Act
Federal Reserve Board / Federal Reserve / FRB	Board of Governors of the Federal Reserve System
FFELP	Federal Family Education Loan Program
FHLB	Federal Home Loan Bank
FHLMC	Federal Home Loan Mortgage Corporation
FICC	Fixed Income Clearing Corporation
FICO	Financing Corporation, established by the Competitive Equality Banking Act of 1987

FICO Score	Fair Isaac Corporation score, a broad-based risk score to aid in credit decisions
FinCEN	Financial Crimes Enforcement Network
FINRA	Financial Industry Regulatory Authority
First Staunton	First Staunton Bancshares, Incorporated
FNMA	Federal National Mortgage Association
FRBNY	Federal Reserve Bank of New York
FTP	Funds Transfer Pricing
GAAP	Generally Accepted Accounting Principles
GNMA	Government National Mortgage Association
GSE	Government-Sponsored Enterprise
Huntington	The Huntington National Bank, a subsidiary of Huntington Bancshares Incorporated
HVCRE	High Volatility Commercial Real Estate
IDIs	Insured Depository Institutions
LIBOR	London Interbank Offered Rate
LTV	Loan-to-Value
MBS	Mortgage-Backed Securities
MSA	Mortgage Servicing Asset
MSRs	Mortgage Servicing Rights
MVE	Market Value of Equity
Net Free Funds	Noninterest-bearing sources of funds
NII	Net Interest Income
NPAs	Nonperforming Assets
NYSE	New York Stock Exchange
OCC	Office of the Comptroller of the Currency
OCI	Other Comprehensive Income
OREO	Other Real Estate Owned
Parent Company	Associated Banc-Corp individually
Patriot Act	Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
RAP	Retirement Account Plan - the Corporation's noncontributory defined benefit retirement plan
Repurchase Agreements	Securities sold under agreements to repurchase
RESPA	Real Estate Settlement Procedures Act
Restricted Stock Awards	Restricted common stock and restricted common stock units to certain key employees
Retirement Eligible Colleagues	Colleagues whose retirement meets the early retirement or normal retirement definitions under the 2017 Plan
S&P	Standard & Poor's
SARs	Suspicious Activity Reports
SEC	U.S. Securities and Exchange Commission
Securities Act	Securities Act of 1933, as amended
Series C Preferred Stock	The Corporation's 6.125% Non-Cumulative Perpetual Preferred Stock, Series C, liquidation preference $1,000 per share
Series D Preferred Stock	The Corporation's 5.375% Non-Cumulative Perpetual Preferred Stock, Series D, liquidation preference $1,000 per share
Series E Preferred Stock	The Corporation's 5.875% Non-Cumulative Perpetual Preferred Stock, Series E, liquidation preference $1,000 per share
SOFR	Secured Overnight Finance Rate
Tax Act	U.S. Tax Cuts and Jobs Act of 2017
TILA	Truth in Lending Act
Warrants	Troubled Asset Relief Program ("TARP") warrants

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 and Section 21E of 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," "outlook," 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.

•Credit risks, including changes in economic conditions and risk relating to our allowance for credit losses.

•Liquidity and interest rate risks, including the impact of capital market conditions and changes in monetary policy on our borrowings and net interest income.

•Operational risks, including processing, information systems, cybersecurity, vendor problems, business interruption, and fraud risks.

•Strategic and external risks, including economic, political, and competitive forces impacting our business.

•Legal, compliance, and reputational risks, including regulatory and litigation risks.

•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 is a bank holding company registered pursuant to the BHC Act. Our bank subsidiary, Associated 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 Federal Reserve Board to acquire three banks. At December 31, 2019, 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 12 limited purpose banking and nonbanking subsidiaries either located in or conducting business primarily in our three-state footprint (Wisconsin, Illinois, and Minnesota) that are closely related or incidental to the business of banking or financial in nature. Measured by total assets reported at December 31, 2019, 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 248 banking branches at December 31, 2019 serving more than 120 communities, primarily within our three state branch footprint. Our business is primarily relationship-driven and is organized into three reportable segments: Corporate and Commercial Specialty; Community, Consumer, and Business; and Risk Management and Shared Services.

1

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.

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, 2019, we had 4,669 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 funds 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, including nonbank lenders and so-called financial technology companies. Competition involves, among other things, efforts to retain current customers and to obtain new loans and deposits, the scope and types 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.

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 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 so. 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.

Regulation of Associated Bank and Trust Company Subsidiaries

Associated Bank and our nationally chartered trust company subsidiary are regulated, supervised and examined by the OCC. The OCC has primary supervisory and regulatory authority over the operations of Associated Bank and the Corporation's trust company subsidiaries. As part of this authority, Associated Bank and our trust company subsidiaries are required to file periodic reports with the OCC and are subject to regulation, supervision and examination by the OCC. To support its supervisory function, the OCC has the authority to assess and charge fees on all national banks according to a set fee schedule. On November 25, 2019, the OCC announced that it will reduce the rates in all fee schedules by 10 percent for the 2020 calendar year, thus reducing the assessment fees that Associated Bank will pay in 2020.

2

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 the 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. On May 24, 2018, the President signed into law the Economic Growth Act, which repealed or modified several important provisions of the Dodd-Frank Act. Among other things, the Economic Growth Act raises the total asset thresholds to $250 billion for Dodd-Frank Act annual company-run stress testing, leverage limits, liquidity requirements, and resolution planning requirements for bank holding companies, subject to the ability of the Federal Reserve to apply such requirements to institutions with assets of $100 billion or more to address financial stability risks or safety and soundness concerns. On October 10, 2019, the OCC adopted a final rule implementing portions of the Economic Growth Act, which, among other things, raises the minimum threshold for national banks to conduct stress tests from $10 billion to $250 billion. As a result of the final rule, which was effective as of November 24, 2019, the Bank is no longer subject to Dodd-Frank Act stress testing requirements.

The Economic Growth Act also enacted several important changes in some technical compliance areas, for which the banking agencies have now issued certain corresponding guidance documents and/or proposed or final rules, including:

•Prohibiting federal banking regulators from imposing higher capital standards on HVCRE exposures unless they are for ADC, and clarifying ADC status;

•Requiring the federal banking agencies to amend the Liquidity Coverage Ratio Rule such that all qualifying investment-grade, liquid and readily-marketable municipal securities are treated as level 2B liquid assets, making them more attractive investment alternatives;

•Exempting from appraisal requirements certain transactions involving real property in rural areas and valued at less than $400,000; and

•Directing the CFPB to provide guidance on the applicability of the TILA-RESPA Integrated Disclosure rule to mortgage assumption transactions and construction-to-permanent home loans, as well the extent to which lenders can rely on model disclosures that do not reflect recent regulatory changes.

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 CRA. 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 the Bank and other nonbanking subsidiaries. A substantial portion of our cash flow 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 retained net income for that year and its retained net income 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. In addition, under the FDICIA, an insured depository institution, such as the Bank, is prohibited from making capital distributions, including the payment of dividends, if, after making such distribution, the institution would become “undercapitalized” (as such term is used in the FDICIA).

Holding Company Dividends

In addition, we and the Bank 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

3

company that the payment of dividends would be an unsafe or unsound practice and to prohibit payment thereof. Under the Dodd-Frank Act and the requirements of the FRB, the Parent Company, as a bank holding company, is required to serve as a source of financial strength to the Bank and to commit resources to support the Bank. In addition, consistent with its “source of strength” policy, the FRB has stated that, as a matter of prudent banking, a bank holding company should not maintain a level of cash dividends to its shareholders that places undue pressure on the capital of its bank subsidiaries, or that can be funded only through additional borrowings or other arrangements that may undermine the bank holding company’s ability to serve as a source of strength. 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 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 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;

•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%;

•retain the existing risk-based capital treatment for 1-4 family residential mortgage exposures;

•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;

•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;

•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.

In November 2017, the federal banking agencies adopted a final rule to extend the regulatory capital treatment applicable during 2017 under the capital rules for certain items, including regulatory capital deductions, risk weights, and certain minority interest limitations. The relief provided under the final rule applies to banking organizations that are not subject to the capital rule's advanced approaches, such as the Corporation. Specifically, the final rule extends the 2017 regulatory capital treatment of MSAs and DTAs arising from temporary differences that could not be realized through net operating loss carrybacks,

4

significant investments in the capital of unconsolidated financial institutions in the form of common stock, non-significant investments in the capital of unconsolidated financial institutions, significant investments in the capital of unconsolidated financial institutions that are not in the form of common stock, and common equity tier 1 minority interest, tier 1 minority interest, and total capital minority interest exceeding the capital rules’ minority interest limitations.

In July 2019, the federal banking agencies issued a final rule simplifying aspects of the capital rule, the key elements of which apply solely to banking organizations that are not subject to the advanced approaches capital rule. Under the final rule, banking organizations which are not subject to the advanced approaches capital rule, such as the Corporation, will be subject to simpler regulatory capital requirements for MSAs, certain DTAs arising from temporary differences, and investments in the capital of unconsolidated financial institutions, compared to those currently applied. The final rule also simplifies the calculation for the amount of capital issued by a consolidated subsidiary of a banking organization and held by third parties (sometimes referred to as a minority interest) that is includable in regulatory capital.

Specifically, the final rule eliminates: (i) the capital rule’s 10 percent common equity tier 1 capital deduction threshold that applies individually to MSAs, temporary difference DTAs, and significant investments in the capital of unconsolidated financial institutions in the form of common stock; (ii) the aggregate 15 percent common equity tier 1 capital deduction threshold that subsequently applies on a collective basis across such items; (iii) the 10 percent common equity tier 1 capital deduction threshold for non-significant investments in the capital of unconsolidated financial institutions; and (iv) the deduction treatment for significant investments in the capital of unconsolidated financial institutions not in the form of common stock. The capital rule will no longer have distinct treatments for significant and non-significant investments in the capital of unconsolidated financial institutions, but instead will require that banking organizations not subject to the advanced approaches capital rule deduct from common equity tier 1 capital any amount of MSAs, temporary difference DTAs, and investments in the capital of unconsolidated financial institutions that individually exceeds 25 percent of common equity tier 1 capital. The final rule will be effective on April 1, 2020, and supersedes the transition rule the federal banking agencies adopted in 2017 to allow banking organizations not subject to the advanced approaches capital rule to continue to apply the transition treatment in effect in 2017.

In December 2019, the federal banking agencies issued a final rule on the capital treatment of HVCRE exposures which brought the regulatory definition of HVCRE exposure in line with the statutory definition of HVCRE ADC in the Economic Growth Act. The final rule also clarifies the capital treatment for loans that finance the development of land under the revised HVCRE exposure definition and establishes the requirements for certain exclusions from HVCRE exposures capital treatment.

We believe we will continue to exceed all capital requirements necessary to be deemed “well-capitalized” for all regulatory purposes under these new rules on a fully phased-in basis. For further detail on capital and capital ratios see discussion under the Liquidity and Capital sections under Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and under Part II, Item 8, Financial Statements and Supplementary Data, Note 19 Regulatory Matters of the notes to consolidated financial statements.

In December 2017, the Basel Committee on Banking Supervision published the last version of the Basel III accord, generally referred to as “Basel IV.” The Basel Committee stated that a key objective of the revisions incorporated into the framework is to reduce excessive variability of risk-weighted assets, which will be accomplished by enhancing the robustness and risk sensitivity of the standardized approaches for credit risk and operational risk. This will facilitate the comparability of banks’ capital ratios, constraining the use of internally modeled approaches, and complementing the risk-weighted capital ratio with a finalized leverage ratio and a revised and robust capital floor. Leadership of the Federal Reserve, OCC, and FDIC, who are tasked with implementing Basel IV, supported the revisions. Under the current U.S. capital rules, operational risk capital requirements and a capital floor apply only to advanced approaches institutions, and not to the Corporation. The impact of Basel IV on us will depend on the manner in which it is implemented by the federal bank regulators.

Current Expected Credit Loss Treatment

In June 2016, the FASB issued an accounting standard update, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the current “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the CECL model. Under the CECL model, we will be required to present certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, at the net amount expected to be collected. The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. On December 21, 2018, the federal banking agencies approved a final rule modifying their regulatory capital rules and providing an option to phase in over a period of three years the day-one regulatory capital effects of the CECL model. The final rule also revises the agencies’ other rules to reflect the update to the accounting standards. The final rule took effect April 1, 2019.

5

The new CECL standard will become effective for us for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. We expect to recognize a one-time cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which we adopt the new standard, consistent with regulatory expectations set forth in interagency guidance issued at the end of 2016. We incurred transition costs and also expect to incur ongoing costs in maintaining the additional CECL models and methodology along with acquiring forecasts used within the models, and that the methodology will result in increased capital costs upon initial adoption as well as over time.

In October 2019, four federal banking agencies issued a request for comment on a proposed interagency policy statement on the new CECL methodology. The policy statement proposes to harmonize the agencies' policies on allowance for credit losses with the FASB's new accounting standards. Specifically, the statement (1) updates concepts and practices from prior policy statements issued in December 2006 and July 2001 and specifies which prior guidance documents are no longer relevant; (2) describes the appropriate CECL methodology, in light of Topic 326, for determining ACLs on financial assets measured at amortized cost, net investments in leases, and certain off-balance sheet credit exposures; and (3) describes how to estimate an ACL for an impaired available-for-sale debt security in line with Topic 326. The proposed policy statement would be effective at the time that each institution adopts the new standards required by the FASB. The impact at adoption is expected to have an after tax impact of a $70 million to $80 million decrease in the opening stockholders' equity balance and a corresponding 21bps to 24bps decrease to the tangible common equity ratio. See Note 1 Summary of Significant Accounting Policies of the notes to consolidated financial statements for additional information on the Corporation's impact of adoption.

Capital Planning and Stress Testing Requirements

As part of the regulatory relief provided by the Economic Growth Act, the asset threshold requiring insured depository institutions to conduct and report to their primary federal bank regulators annual company-run stress tests was raised from $10 billion to $250 billion in total consolidated assets and the requirement was made “periodic” rather than annual. Upon enactment, the Economic Growth Act also provided that bank holding companies under $100 billion in assets were no longer subject to stress testing requirements. The amended regulations also provide the Federal Reserve with discretion to subject bank holding companies with more than $100 billion in total assets to enhanced supervision. In addition, Section 214 of the Economic Growth Act and its implementing regulation prohibit the federal banking agencies from requiring the Bank to assign a heightened risk weight to certain HVCRE ADC loans as previously required under the Basel III Capital Rules. Notwithstanding these regulatory amendments, the federal banking agencies indicated through interagency guidance that the capital planning and risk management practices of institutions with total assets less than $100 billion would continue to be reviewed through the regular supervisory process. Although the Corporation will continue to monitor and stress test its capital consistent with the safety and soundness expectations of the federal regulators, the Corporation will no longer publish stress testing results as a result of the legislative and regulatory amendments.

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 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. “Adequately capitalized” institutions cannot normally pay dividends or make any capital contributions that would leave them undercapitalized; they cannot pay a management fee to a controlling person if, after paying the fee, they 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.

We note that the Economic Growth Act provides that reciprocal deposits are not treated as brokered deposits in the case of a “well capitalized” institution that received an “outstanding” or a “good” rating on its most recent examination to the extent the amount of such deposits does not exceed the lesser of $5 billion or 20% of the bank’s total liabilities.

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.

6

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, 2019, the Bank satisfied the capital requirements necessary to be deemed “well capitalized.” In the event of a change to this status, 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 the 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 bp to 45 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.

On September 30, 2018, the DIF reserve ratio reached 1.36 percent, exceeding the statutorily required minimum reserve ratio of 1.35 percent ahead of the September 30, 2020, deadline required under the Dodd-Frank Act. FDIC regulations provide that, upon reaching the minimum, surcharges on insured depository institutions with total consolidated assets of $10 billion or more will cease. The last quarterly surcharge was reflected in the Bank’s December 2018 assessment invoice, which covered the assessment period from July 1, 2018 through September 30, 2018. The Bank's assessment invoices have not included a quarterly surcharge since that time.

Assessment rates, which declined for all banks when the reserve ratio first surpassed 1.15 percent in the third quarter of 2016, are expected to remain unchanged. Assessment rates are scheduled to decrease when the reserve ratio exceeds 2 percent.

DIF-insured institutions pay a 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 continued until the bonds matured in September 2019. The Corporation’s combined assessment rate for FDIC and FICO assessments was approximately 6 bps for 2019.

7

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.

Historically, deposit insurance premiums we have paid to the FDIC have been deductible for federal income tax purposes; however, the Tax Act disallows the deduction of such premium payments for banking organizations with total consolidated assets of $50 billion or more. For banks with less than $50 billion in total consolidated assets, such as ours, the premium deduction is phased out based on the proportion of a bank’s assets exceeding $10 billion.

On December 12, 2019, the FDIC issued a proposed rule on brokered deposits. The proposed rule aims to clarify and modernize the FDIC's existing regulatory framework for brokered deposits. Notable aspects of the proposed rule include language (1) defining the operative prongs of the definition of a "deposit broker"; (2) creating three general tests to determine the applicability of the "primary purpose" exception; (3) establishing an application process for entities that wish to make use of the primary purpose exception; and (4) allowing wholly-owned subsidiaries of IDIs to make use of the "IDI" (or the "own bank") exception.

Standards for Safety and Soundness

The federal banking agencies have adopted the Interagency Guidelines for Establishing Standards for Safety and Soundness (the “Guidelines”). 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 and Insiders

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 that 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

Associated Bank is subject to periodic 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. The Bank received a “Satisfactory” CRA rating in its most recent evaluation.

8

On December 12, 2019, the FDIC and the OCC issued a proposed rule to modernize their respective agencies' regulations under the CRA. The proposed rule would (1) clarify which activities qualify for CRA credit and (2) require banks to identify an additional assessment area based on where they receive a significant portion of their domestic retail products, thus creating two assessment areas: a deposit-based assessment area and a facility-based assessment area. The Federal Reserve chose not to participate in the current proposed rulemaking which causes uncertainty as to the content and timing of any final rule.

Privacy, Data Protection, and Cybersecurity

We are subject to a number of U.S. federal, state, local and foreign laws and regulations relating to consumer privacy and data protection. Under privacy protection provisions of the Gramm-Leach-Bliley Act of 1999 and its implementing regulations and guidance, we are limited in our ability to disclose non-public information about consumers to nonaffiliated third parties. Financial institutions, such as the Bank, are required by statute and regulation to disclose their privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a nonaffiliated third party. In addition, such financial institutions must appropriately safeguard its customers’ nonpublic, personal information.

In many jurisdictions, including every U.S. state, consumers must be notified in the event of a data breach. The changing privacy laws in the United States, Europe and elsewhere, including the California Consumer Privacy Act, which became effective in January 2020, create new individual privacy rights and impose increased obligations on companies handling personal data. In addition, multiple states, Congress and regulators outside the United States are considering similar laws or regulations which could create new individual privacy rights and impose increased obligations on companies handling personal data.

Federal banking agencies, including the OCC, have adopted guidelines for establishing information security standards and cybersecurity programs for implementing safeguards under the supervision of the board of directors. These guidelines, along with related regulatory materials, increasingly focus on risk management and processes related to information technology and the use of third parties in the provision of financial services. In October 2016, the federal banking agencies issued an advance notice of proposed rulemaking on enhanced cybersecurity risk-management and resilience standards that would apply to large and interconnected banking organizations and to services provided by third parties to these firms. These enhanced standards would apply only to depository institutions and depository institution holding companies with total consolidated assets of $50 billion or more, which would not currently include the Corporation.

Recent cyberattacks against banks and other financial institutions that resulted in unauthorized access to confidential customer information have prompted the federal banking regulators to issue extensive guidance on cybersecurity. Among other things, financial institutions are expected to design multiple layers of security controls to establish lines of defense and ensure that their risk management processes address the risks posed by compromised customer credentials, including security measures to authenticate customers accessing internet-based services. A financial institution also should have a robust business continuity program to recover from a cyberattack and procedures for monitoring the security of third-party service providers that may have access to nonpublic data at the institution. During 2019, the Corporation did not discover any material cybersecurity incidents.

Bank Secrecy Act / Anti-Money Laundering

The 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 SARs 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. In May 2016, the regulations implementing the BSA were amended, effective May 2018, to explicitly include risk-based procedures for conducting ongoing customer due diligence and procedures for understanding the nature and purpose of customer relationships for the purpose of developing a customer risk profile. In addition, FinCEN recently promulgated new customer due diligence and customer identification rules that require banks to identify and verify the identity of the beneficial owners of all legal entity customers (other than those that are excluded) at the time a new account is opened (other than accounts that are exempted), which rules became effective on May 11, 2018.

In addition to complying with the BSA, the Bank is subject to 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

9

suspicious activities and currency transactions, currency crimes, and cooperation between financial institutions and law enforcement authorities.

On December 3, 2019, three federal banking agencies and FinCEN issued a joint statement clarifying the compliance procedures and reporting requirements that banks must file for customers engaged in the growth or cultivation of hemp, including a clear statement that banks need not file a SAR on customers engaged in the growth or cultivation of hemp in accordance with applicable laws and regulations. This statement does not apply to cannabis-related business; thus, the statement only pertains to customers who are lawfully growing or cultivating hemp and are not otherwise engaged in unlawful or suspicious activity.

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 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 regulations implementing the Volcker Rule. Those regulations 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 regulations 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. Historically, this meant that the largest banking entities (i.e., those with $50 billion or more in assets) had higher reporting requirements, but in November 2019, five federal banking agencies issued a final rule revising certain aspects of the Volcker Rule. The final rule simplifies and streamlines compliance requirements for firms that do not have significant trading activities and enhances requirements for firms that do. Under the new rule, compliance requirements will be based on the amount of assets and liabilities that a bank trades. Firms with significant trading activities, i.e., those with $20 billion or more in trading assets and liabilities, will have heightened compliance obligations.

The new rule became effective on January 1, 2020, but banking entities will not be required to comply with the new rules until January 1, 2021. Although we will benefit from significantly reduced compliance obligations due to the level of our trading assets being below the $20 billion threshold, we will remain subject to the modified rules and requirements related to covered funds. Accordingly, we expect that the revised rule will reduce some of our compliance costs, but in the short term we may experience some costs in developing and implementing changes in conformance with the new rule.

Incentive Compensation Policies and Restrictions

In July 2010, the federal banking agencies issued guidance on sound incentive compensation policies 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 accordance with the Dodd-Frank Act, the federal banking agencies prohibit incentive-based compensation arrangements that encourage inappropriate risk taking by covered financial institutions (generally institutions that have over $1 billion in assets) and are deemed to be excessive, or that may lead to material losses.

The Federal Reserve will review, as part of its standard, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as the Corporation, that are not “large, complex banking organizations.” These reviews will be tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination. Deficiencies will be incorporated into the organization’s supervisory ratings, which can affect the organization’s ability to make acquisitions and take other actions. Enforcement actions may be taken against a banking organization if its

10

incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.

The scope and content of the U.S. banking regulators’ policies on executive compensation may continue to evolve in the near future. It cannot be determined at this time whether compliance with such policies will adversely affect the Corporation’s ability to hire, retain and motivate its key employees.

Consumer Financial Services Regulations

Federal and applicable state banking laws also require us to take steps to protect consumers. Bank regulatory agencies are increasingly focusing attention on compliance with consumer protection laws and regulations. These laws include disclosures regarding truth in lending, truth in savings, and funds availability.

To promote fairness and transparency for mortgages, credit cards, and other consumer financial products and services, the Dodd-Frank Act established the CFPB. This agency is responsible for interpreting and enforcing federal consumer financial laws, as defined by the Dodd-Frank Act, that, among other things, govern the provision of deposit accounts along with mortgage origination and servicing. Some federal consumer financial laws enforced by the CFPB include the Equal Credit Opportunity Act, TILA, the Truth in Savings Act, the Home Mortgage Disclosure Act, RESPA, the Fair Debt Collection Practices Act, and the Fair Credit Reporting Act. The CFPB is also authorized to prevent any institution under its authority from engaging in an unfair, deceptive, or abusive act or practice in connection with consumer financial products and services.

Under TILA as implemented by Regulation Z, as amended by the CFPB 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.

Additionally, the CFPB has the authority to take supervisory and enforcement action against banks and other financial services companies under the agency’s jurisdiction that fail to comply with federal consumer financial laws. As an insured depository institution with total assets of more than $10 billion, the Bank is subject to the CFPB’s supervisory and enforcement authorities. The Dodd-Frank Act also permits states to adopt stricter consumer protection laws and state attorneys general to enforce consumer protection rules issued by the CFPB. As a result of these aspects of the Dodd-Frank Act, the Bank operates in a stringent consumer compliance environment. Therefore, the Bank is likely to incur additional costs related to consumer protection compliance, including but not limited to potential costs associated with CFPB examinations, regulatory and enforcement actions and consumer-oriented litigation, which is likely to increase as a result of the consumer protection provisions of the Dodd-Frank Act. The CFPB has been active in bringing enforcement actions against banks and other financial institutions to enforce consumer financial laws. The federal financial regulatory agencies, including the OCC and states attorneys general, also have become increasingly active in this area with respect to institutions over which they have jurisdiction. We have incurred and may in the future incur additional costs in complying with these requirements.

Pursuant to the Dodd-Frank Act, 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.

11

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, which among other restrictions placed limitations on the interchange fees charged for debit card transactions, TILA, 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, RESPA, 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 instruments 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 applicable state securities laws and regulations, and to supervision and examination by other regulatory authorities, including the SEC, FINRA, NYSE, DOL and others. Significantly, in June 2018 the U.S. Court of Appeals issued a mandate vacating the DOL’s “fiduciary rule” and related prohibited transaction exemptions. As a result, although the Bank may have taken certain measures to comply with the rule on a transitional basis, the Bank’s securities brokerage and investment advisory services and activities will no longer be affected.

Separately, in June 2019, pursuant to the Dodd-Frank Act, the SEC adopted Regulation Best Interest, which, among other things, establishes a new standard of conduct for a broker-dealer to act in the best interest of a retail customer when making a recommendation of any securities transaction or investment strategy involving securities to such customer. The new rule requires us to review and possibly modify our compliance activities, which is causing us to incur some additional costs. In addition, state laws that impose a fiduciary duty also may require monitoring, as well as require that we undertake additional compliance measures. In addition, the Bank’s insurance agency subsidiary is also subject to regulation and supervision in the various states in which it operates.

The Tax Act was signed into law in December 2017 and includes a number of provisions that impact us, including the following:

•Tax Rate. The Tax Act replaced the graduated corporate tax rates applicable under prior law, which imposed a maximum tax rate of 35%, with a reduced 21% flat tax rate. Although the reduced tax rate generally should be favorable to us by resulting in increased earnings and capital, it decreased the value of our then-existing deferred tax assets effective in the fourth quarter of 2017. The effect of remeasuring deferred tax assets due to the reduction in the tax rate is a nonrecurring event that generally is not expected to have a substantial adverse impact on the our core earnings or capital over the long term. Tax planning strategies relating to the 2017 tax year were implemented in 2018 which reduced the amount of the deferred tax assets at December 31, 2017, reducing the decrease in value of the deferred tax assets calculated in the fourth quarter of 2017. The Corporation has recorded and reported the effects of these strategies in its financial statements for the period ended December 31, 2018.

12

•FDIC Insurance Premiums. The Tax Act prohibits taxpayers with consolidated assets over $50 billion from deducting any FDIC insurance premiums and prohibits taxpayers with consolidated assets between $10 and $50 billion, such as the Bank, from deducting the portion of their FDIC premiums equal to the ratio, expressed as a percentage, that (i) the taxpayer’s total consolidated assets over $10 billion, as of the close of the taxable year, bears to (ii) $40 billion. As a result, Associated Bank’s ability to deduct its FDIC premiums is now limited.

•Employee Compensation. A “publicly held corporation” is not permitted to deduct compensation in excess of $1 million per year paid to certain employees. The Tax Act eliminated certain exceptions to the $1 million limit applicable under prior law related to performance-based compensation, such as equity grants and cash bonuses that are paid only on the attainment of performance goals. As a result, our ability to deduct certain compensation paid to our most highly compensated employees is now limited.

•Business Asset Expensing. The Tax Act allows taxpayers immediately to expense the entire cost (instead of only 50%, as under prior law) of certain depreciable tangible property and real property improvements acquired and placed in service after September 27, 2017 and before January 1, 2023 (with an additional year for certain property). This 100% “bonus” depreciation is phased out proportionately for property placed in service on or after January 1, 2023 and before January 1, 2027 (with an additional year for certain property).

•Interest Expense. The Tax Act limits a taxpayer’s annual deduction of business interest expense to the sum of (i) business interest income and (ii) 30% of “adjusted taxable income,” defined as a business’s taxable income without taking into account business interest income or expense, net operating losses, and, for 2018 through 2021, depreciation, amortization and depletion. Because we generate significant amounts of net interest income, we do not expect to be impacted by this limitation.

The foregoing description of the impact of the Tax Act on us should be read in conjunction with Note 13 Income Taxes of the notes to Consolidated Financial Statements.

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.

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 at Associated Banc-Corp, Attn: Investor Relations, 433 Main Street, Green Bay, WI 54301 or e-mailing us at investor.relations@associatedbank.com.

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 events described in the risk factors should 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, national and global economic and political conditions, as well as governmental monetary policies. Conditions such as an economic recession, the impact of international trade negotiations on local and national economies, 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

13

could adversely affect the value of property used as collateral. The OCC recently reported that headwinds facing the U.S. economy strengthened during 2019, despite the continuation of the current U.S. economic expansion, noting in particular that manufacturing activity slowed more sharply than the rest of the economy. The OCC continued to note that the consensus forecast indicates that the U.S. economy will continue to slow down towards its long-run potential rate of growth, but the risk of a recession is rising. Adverse changes in the economy may 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 could have a material adverse effect on our financial condition and results of operations.

Changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs, may adversely impact our business, financial condition and results of operations. There continues to be discussion and dialogue regarding potential changes to U.S. trade policies, legislation, treaties and tariffs with countries such as China and the European Union. Tariffs and retaliatory tariffs have been imposed, and additional tariffs and retaliatory tariffs have been proposed. Such tariffs, retaliatory tariffs or other trade restrictions on products and materials that our customers import or export could cause the prices of our customers' products to increase, which could reduce demand for such products, or reduce our customers' margins, and adversely impact their revenues, financial results, and ability to service debt. This in turn could adversely affect our financial condition and results of operations. In addition, to the extent changes in the political environment have a negative impact on us or on the markets in which we operate our business, our results of operations and financial condition could be materially and adversely impacted in the future. It remains unclear what the U.S. government or foreign governments will or will not do with respect to tariffs already imposed, additional tariffs that may be imposed, or international trade agreements and policies.

Our allowance for loan losses may be insufficient. All borrowers have the potential to default, and our remedies in the event of such default (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, that 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.

The FASB has recently issued an accounting standard update that will result in a significant change in how we recognize credit losses and may have a material impact on our financial condition or results of operations. In June 2016, the FASB issued an accounting standard update, "Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments," which replaces the current "incurred loss" model for recognizing credit losses with an "expected loss" model referred to as the CECL model. Under the CECL model, we will be required to present certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, at the net amount expected to be collected. The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the "incurred loss" model required under current GAAP, which delays recognition until it is probable a loss has been incurred. The CECL model may create more volatility in the level of our allowance for loan losses.

On December 21, 2018, the regulatory agencies approved a final rule modifying their regulatory capital rules and providing an option to phase in over a period of three years the day-one regulatory capital effects of the CECL model. The final rule also revises the agencies' other rules to reflect the update to the accounting standards. The final rule became effective on April 1, 2019. Additionally, proposed guidance clarifying the final rule was issued in October 2019. The proposed guidance, when effective, will clarify the state of existing agency guidance and describe the appropriate CECL methodology for determining allowances for credit losses on specific assets, including net investments in leases, impaired available-for-sale debt securities, etc. The proposed guidance will become effective when each institution adopts the new standards required by the FASB.

The new CECL standard will become effective for us for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. We expect to recognize a one-time cumulative-effect adjustment to our allowance for loan

14

losses as of the beginning of the first reporting period in which we adopt the new standard, consistent with regulatory expectations set forth in interagency guidance issued at the end of 2016. We incurred transition costs and also expect to incur ongoing costs in maintaining the additional CECL models and methodology along with acquiring forecasts used within the models, and that the methodology will result in increased capital costs upon initial adoption as well as over time. The impact at adoption is expected to have an after tax impact of $70 million to $80 million decrease in the opening stockholders' equity balance and a corresponding 21bps to 24bps decrease to the tangible common equity ratio. See Note 1 Summary of Significant Accounting Policies of the notes to consolidated financial statements for additional information on the Corporation's impact of adoption.

We are subject to lending concentration risks. As of December 31, 2019, approximately 59% 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, implying higher potential losses on an individual loan basis. Because our loan portfolio contains a number 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.

Commercial real estate lending may expose us to increased lending risks. Our policy generally has been to originate commercial real estate loans primarily in the eight states in which the Bank operates. At December 31, 2019, commercial real estate loans, including owner occupied, investor, and real estate construction loans, totaled $6.1 billion, or 27%, of our total loan portfolio. As a result of our growth of this portfolio in the past several years and planned future growth, these loans require more ongoing evaluation and monitoring and we are implementing enhanced risk management policies, procedures and controls. Commercial real estate loans generally involve a greater degree of credit risk than residential mortgage loans because they typically have larger balances and are more affected by adverse conditions in the economy. Because payments on loans secured by commercial real estate often depend upon the successful operation and management of the properties and the businesses which operate from within them, repayment of such loans may be affected by factors outside the borrower’s control, such as adverse conditions in the real estate market or the economy or changes in government regulation. In recent years, commercial real estate markets have been experiencing substantial growth, and increased competitive pressures have contributed significantly to historically low capitalization rates and rising property values. Commercial real estate prices, according to many U.S. commercial real estate indices, are currently above the 2007 peak levels that contributed to the financial crisis. Accordingly, the federal bank regulatory agencies have expressed concerns about weaknesses in the current commercial real estate market. Our failure to adequately implement enhanced risk management policies, procedures and controls could adversely affect our ability to increase this portfolio going forward and could result in an increased rate of delinquencies in, and increased losses from, this portfolio. At December 31, 2019, nonaccrual commercial real estate loans totaled $5 million, or less than 1%, of our total portfolio of commercial real estate loans.

We may be adversely affected by declines in oil prices. Ongoing volatility in the oil and gas markets has compressed margins for many U.S.-based oil producers and others in the Oil and Gas industry. As of December 31, 2019, our oil and gas loan exposure was $741 million of commitments with $484 million outstanding, representing approximately 2% of our loan portfolio. The Oil and Gas portfolio was comprised of 40 credits made to small and mid-sized companies. These borrowers are likely to be adversely affected by price volatility or downturn in oil and gas prices. The allowance related to this portfolio was 2.6% at December 31, 2019, compared to 1.6% at December 31, 2018. 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 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 we facilitate include wire transfers, debit card, credit

15

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 lending against or 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 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. The Corporation's interest rate risk profile is such that a higher or steeper yield curve adds to income while a flatter yield curve is relatively neutral, and a lower or inverted yield curve, such as experienced during the past year, generally has a negative impact on earnings. 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.

16

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, which includes Federal Home Loan Bank and Federal Reserve Bank stocks, as of December 31, 2019, was $5.7 billion and the estimated duration of the aggregate portfolio was approximately 5.0 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 $237 million, while a one percent increase in market rates is projected to decrease the market value of the investment securities portfolio by approximately $252 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 MSRs. An 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 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.

The planned phasing out of the LIBOR as a financial benchmark presents risks to the financial instruments originated or held by the Corporation. The LIBOR is the reference rate used for many of our transactions, including our lending and borrowing and our purchase and sale of securities, as well as the derivatives that we use to manage risk related to such transactions. However, a reduced volume of interbank unsecured term borrowing coupled with recent legal and regulatory proceedings related to rate manipulation by certain financial institutions has led to international reconsideration of LIBOR as a financial benchmark. The FCA, which regulates the process for establishing LIBOR, announced in July 2017 that the sustainability of LIBOR cannot be guaranteed. Accordingly, the FCA intends to stop persuading, or compelling, banks to submit to LIBOR after 2021. Until such time, however, FCA panel banks have agreed to continue to support LIBOR.

Associated has not yet determined which alternative rate is most applicable, and there can be no assurances on which benchmark rate(s) may replace LIBOR or how LIBOR will be determined for purposes of financial instruments that are currently referencing LIBOR if and when it ceases to exist. If LIBOR is discontinued after 2021 as expected, there may be uncertainty or differences in the calculation of the applicable interest rate or payment amount depending on the terms of the governing instruments, and such discontinuation may increase operational and other risks to the Corporation and the industry.

While there is no consensus on what rate or rates may become accepted alternatives to LIBOR, a group of large banks, the Alternative Reference Rate Committee, or ARRC, selected the SOFR as an alternative to LIBOR. SOFR has been published by the FRBNY since May 2018, and it is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities. The FRBNY reports that SOFR includes all trades in the Broad General Collateral Rate, plus bilateral U.S. Treasury repurchase agreement transactions cleared through the delivery-versus-payment service offered by the FICC, a subsidiary of DTCC.

The FRBNY currently publishes SOFR daily on its website at https://apps.newyorkfed.org/markets/autorates/sofr. The FRBNY states on its publication page for SOFR that use of SOFR is subject to important disclaimers, limitations and indemnification obligations, including that the FRBNY may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice.

Because SOFR is published by the FRBNY based on data received from other sources, the Bank has no control over its determination, calculation or publication. There can be no assurance that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the parties that utilize SOFR as the reference rate for transactions. There is no assurance that SOFR will be widely adopted as the replacement reference rate for LIBOR (or that the Corporation will ultimately decide to adopt SOFR as the reference rate for its lending or borrowing transactions).

17

The market transition away from LIBOR to an alternative reference rate, including SOFR, is complex and could have a range of adverse effects on the Corporation's business, financial condition, and results of operations. In particular, any such transition could:

•adversely affect the interest rates paid or received on, and the revenue and expenses associated with, the Corporation's floating rate obligations, loans, deposits, derivatives and other financial instruments tied to LIBOR rates, or other securities or financial arrangements given LIBOR's role in determining market interest rates globally;

•adversely affect the value of the Corporation's floating rate obligations, loans, deposits, derivatives and other financial instruments tied to LIBOR rates, or other securities or financial arrangements given LIBOR's role in determining market interest rates globally;

•prompt inquiries or other actions from regulators in respect of the Corporation's preparation and readiness for the replacement of LIBOR with an alternative reference rate;

•result in disputes, litigation or other actions with counterparties regarding the interpretation and enforceability of certain fallback language in LIBOR-based securities; and

•require the transition to or development of appropriate systems and analytics to effectively transition our risk management processes from LIBOR-based products to those based on the applicable alternative pricing benchmark.

In addition, the implementation of LIBOR reform proposals may result in increased compliance costs and operational costs, including costs related to continued participation in LIBOR and the transition to a replacement reference rate or rates. We cannot reasonably estimate the expected cost.

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 applicable state laws and regulations limit the amount of dividends that the Bank and certain of our nonbanking 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 the 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 the Bank 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, breaches of our internal control systems or failures of those of our suppliers or counterparties, compliance failures, cyber-attacks, technology failures, 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, malware, misplaced or lost data, programming and / or human errors, or other similar events.

Information security risks for financial institutions like us continue to increase in part because of new technologies, the increased use of the internet and telecommunications technologies (including mobile devices and cloud computing) to conduct financial and other business transactions, political activism, 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

18

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. Because the methods of cyber-attacks change frequently or, in some cases, are not recognized until launch, we are not able to anticipate or implement effective preventive measures against all possible security breaches and the probability of a successful attack cannot be predicted. 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 party service providers, we cannot be sure that their information security protocols are sufficient to withstand a cyber-attack or other security breach.

The Corporation regularly evaluates its systems and controls and implements upgrades as necessary. The additional cost to the Corporation of our cyber security monitoring and protection systems and controls includes the cost of hardware and software, third party technology providers, consulting and forensic testing firms, insurance premium costs and legal fees, in addition to the incremental cost of our personnel who focus a substantial portion of their responsibilities on cyber security.

Any successful cyber-attack or other security breach involving the misappropriation, loss or other unauthorized disclosure of confidential customer information or that compromises our ability to function 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. Any successful cyber-attack may also subject the Corporation to regulatory investigations, litigation or enforcement, or require the payment of regulatory fines or penalties or undertaking costly remediation efforts with respect to third parties affected by a cyber security incident, all or any of which could adversely affect the Corporation’s business, financial condition or results of operations and damage its reputation.

From time to time, the Corporation engages in acquisitions, including acquisitions of depository institutions such as our recent acquisition of the Huntington branches and the pending First Staunton acquisition. The integration of core systems and processes for such transactions often occur after the closing, which may create elevated risk of cyber incidents. The Corporation may be subject to the data risks and cyber security vulnerabilities of the acquired company until the Corporation has sufficient time to fully integrate the acquiree’s customers and operations. Although the Corporation conducts comprehensive due diligence of cyber-security policies, procedures and controls of our acquisition counterparties, and the Corporation maintains adequate policies, procedures, controls and information security protocols to facilitate a successful integration, there can be no assurance that such measures, controls and protocols are sufficient to withstand a cyber-attack or other security breach with respect to the companies we acquire, particularly during the period of time between closing and final integration.

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 to compete in a rapidly evolving financial marketplace. 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. Concentration among larger third party providers servicing large segments of the banking industry can also potentially affect wide segments of the financial industry. If third party service providers encounter any of these issues, or if we have difficulty communicating with them, we could be exposed

19

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.

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 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.

Changes in the federal, state or local tax laws may negatively impact our financial performance. We are subject to changes in tax law that could increase our effective tax rates. These law changes may be retroactive to previous periods and as a result could negatively affect our current and future financial performance. For example, the new legislation resulted in a reduction in our federal corporate tax rate from 35% in 2017 to 21% in 2018, which had a favorable impact on our earnings and capital generation abilities. However, the new legislation also enacted limitations on certain deductions, such as the deduction of FDIC deposit insurance premiums, which partially offset the anticipated increase in net earnings from the lower tax rate.

In addition, the Bank’s customers experienced and likely will continue to experience varying effects from both the individual and business tax provisions of the Tax Act and such effects, whether positive or negative, may have a corresponding impact on our business and the economy as a whole.

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 2019, the annual impairment test conducted in May indicated that the estimated fair value of all of the

20

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, 2019, we had goodwill of $1.2 billion, which representing approximately 30% 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 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 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 or otherwise choose to transition to another financial services provider. 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 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.

Climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact our business. The current and anticipated effects of climate change are creating an increasing level of concern for the state of the global environment. As a result, political and social attention to the issue of climate change has increased. In recent years, governments across the world have entered into international agreements to attempt to reduce global temperatures, in part by limiting greenhouse gas emissions. Although the United States government has announced its plans to withdraw from the Paris Agreement, the most recent international climate change accord, the U.S. Congress, state legislatures and federal and state regulatory agencies have continued to propose and advance numerous legislative and regulatory initiatives seeking to mitigate the effects of climate change. These agreements and measures may result in the imposition of taxes and fees, the required purchase of emission credits, and the implementation of significant operational changes, each of which may require the Corporation to expend significant capital and incur compliance, operating, maintenance and remediation costs. Given the lack of empirical data on the credit and other financial risks posed by climate change, it is impossible to predict how climate change may impact our financial condition and operations; however, as a banking organization, the physical effects of climate change may present certain unique risks to the Corporation. For example, weather disasters, shifts in local climates and other disruptions related to climate change may adversely affect the value of real properties securing our loans, which could diminish the value of our loan portfolio. Such events may also cause reductions in regional and local economic activity that may have an adverse effect on our customers, which could limit our ability to raise and invest capital in these areas and communities, each of which could have a material adverse effect on our financial condition and results of operations.

Severe weather, natural disasters, public health issues, acts of war or terrorism, and other external events could significantly impact 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, adversely impact our employee base, 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.

21

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. Sustainable growth requires that we manage our risks by balancing loan and deposit growth at acceptable levels of risk, maintaining adequate liquidity and capital, hiring and retaining qualified employees, successfully managing the costs and implementation risks with respect to strategic projects and initiatives, and integrating acquisition targets and managing the costs. 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 July 2018, the OCC announced that it will begin accepting applications from financial technology companies to become special purpose national banks.

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. In addition, some of the largest technology firms are engaging in joint ventures with the largest banks to provide and / or expand financial service offerings with a technological sophistication and breadth of marketing that smaller institutions do not have. 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:

•the ability to develop, maintain, and build upon long-term customer relationships based on top quality service, high ethical standards, and safe, sound assets;

•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.

22

Fiscal challenges facing the U.S. government could negatively impact financial markets which in turn could have an adverse effect on our financial position or results of operations. Many of our investment securities are issued by the U.S. government and government agencies and sponsored entities. As a result of uncertain domestic political conditions, including potential future federal government shutdowns, the possibility of the federal government defaulting on its obligations for a period of time due to debt ceiling limitations or other unresolved political issues, investments in financial instruments issued or guaranteed by the federal government pose liquidity risks. Following the government shutdown in 2011, Standard & Poor’s lowered its long term sovereign credit rating on the U.S. from AAA to AA+. A further downgrade or a downgrade by other rating agencies, as well as sovereign debt issues facing the governments of other countries, could have a material adverse impact on financial markets and economic conditions in the U.S. and worldwide. In addition, the U.S. government and the governments of other countries took steps to stabilize the financial system, including investing in financial institutions, and implementing programs to improve general economic conditions, but there can be no assurances that these efforts will restore long-term stability and that they will not result in adverse unintended consequences. A prolonged government shutdown may also adversely impact a significant segment of our customer base resulting in increased defaults within our loan portfolio, which could adversely affect 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.

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, including those arising from government shutdowns, defaults, anticipated defaults or rating agency downgrades of sovereign debt (including debt of the U.S.), or increases in unemployment, 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 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, strategic planning remains important as we adopt innovative products, services, and processes in response to the evolving demands for financial services and the entrance of new competitors, such as out-of-market banks and financial technology firms. 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, so we must responsibly innovate in a manner that is consistent with sound risk management and is aligned with the Bank's overall business strategies. 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.

23

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.

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 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.

24

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, CRA issues, fair lending laws, fair housing laws, consumer protection laws, unfair, deceptive, or abusive acts or practices regulations, 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. The regulatory approvals may contain conditions on the completion of the merger that adversely affect our business following the closing, or which are not anticipated or cannot be met. 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.

Legal, Regulatory, Compliance and Reputational Risks

We are subject to extensive government regulation and supervision. We are subject to extensive federal and applicable state regulation and supervision, primarily through Associated Bank and certain nonbank subsidiaries. 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 these types of violations, there can be no assurance that such violations will not occur.

Significantly, the enactment of the Economic Growth Act, and the promulgation of its implementing regulations, repealed or modified several important provisions of the Dodd-Frank Act. Among other things, the Economic Growth Act and its implementing regulations raised the total asset thresholds to $250 billion for Dodd-Frank Act annual company-run stress testing, leverage limits, liquidity requirements, and resolution planning requirements for bank holding companies, subject to the ability of the Federal Reserve to apply such requirements to institutions with assets of $100 billion or more to address financial stability risks or safety and soundness concerns.

Accordingly, the effect of banking legislation and regulations remains uncertain. The implementation, amendment, or repeal of federal banking laws or regulations may affect the banking industry as a whole, including our business and results of operations, in ways that are difficult to predict.

In addition, in September 2016, the CFPB and OCC entered into a consent order with a large national bank alleging widespread improper sales practices, which prompted the federal bank regulatory agencies to conduct a horizontal review of sales practices throughout the banking industry. The elevated attention has resulted in continued additional regulatory scrutiny and regulation of incentive arrangements, which could adversely impact the delivery of services and increase compliance costs.

Changes in requirements relating to the standard of conduct for broker-dealers under applicable federal and state law may adversely affect our business. In June 2019, pursuant to the Dodd-Frank Act, the SEC adopted Regulation Best Interest, which, among other things, establishes a new standard of conduct for a broker-dealer to act in the best interest of a retail customer when making a recommendation of any securities transaction or investment strategy involving securities to such customer. The new rule requires us to review and possibly modify our compliance activities, including our policies, procedures, and controls, which is causing us to incur some additional costs. In addition, state laws that impose a fiduciary duty also may require monitoring, as well as require that we undertake additional compliance measures. In addition, the Bank's insurance agency subsidiary is also subject to regulation and supervision in the various states in which it operates. Implementation of Regulation Best Interest, as well as any new state laws that impose a fiduciary duty, may negatively impact our results of operation, as well as increase costs associated with legal, compliance, operations, and information technology.

The Consumer Financial Protection Bureau has reshaped 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. As an independent bureau within the

25

FRB, the CFPB may impose requirements more severe than the previous bank regulatory agencies. 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 CFPB has initiated enforcement actions against a variety of bank and non-bank market participants with respect to a number of consumer financial products and services that has resulted in those participants expending significant time, money and resources to adjust to the initiatives being pursued by the CFPB. These enforcement actions may serve as precedent for how the CFPB interprets and enforces consumer protection laws, including practices or acts that are deemed to be unfair, deceptive or abusive, with respect to all supervised institutions, which may result in the imposition of higher standards of compliance with such laws. The concept of what may be considered to be an "abusive" practice is relatively new under the law. Moreover, the Bank is subject to supervision and examination 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 offerings 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. Federal and state banking regulators closely examine the mortgage and mortgage servicing activities of depository financial institutions. Should any of these regulators have serious concerns with respect to our mortgage or mortgage servicing activities in this regard, the regulators' response to such concerns could result in material adverse effects 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 applicable 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 applicable 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 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.

26

The Economic Growth, Regulatory Relief, and Consumer Protection Act enacted in 2018 did not eliminate many of the aspects of the Dodd-Frank Act that have increased our compliance costs, and remains subject to further rulemaking. The Economic Growth Act represents modest reform to the regulation of the financial services industry primarily through certain amendments of the Dodd-Frank Act. However, many provisions of the Dodd-Frank Act that have increased our compliance costs, such as the Volcker Rule, the Durbin amendment restricting interchange fees, and the additional supervisory authority of the CFPB, remain in place. Certain of the provisions amended by the Economic Growth Act took effect immediately, while others are subject to ongoing joint agency rulemakings. It is not possible to predict when any final rules would ultimately be issued through any such rulemakings, and what the specific content of such rules will be. Although we expect to benefit from many aspects of this legislative reform, the legislation and any implementing rules that are ultimately issued could have adverse implications on the financial industry, the competitive environment, and our ability to conduct business. In addition, the federal banking agencies indicated through interagency guidance that the capital planning and risk management practices of institutions with total assets less than $100 billion would continue to be reviewed through the regular supervisory process, which may offset the impact of the Economic Growth Acts changes regarding stress testing and risk management.

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;

•changes in international trade policy and any resulting disputes or reprisals;

•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.

27

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 preferred stock, 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.

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.

28

Our ability to originate residential mortgage loans for portfolio has been adversely affected by the increased competition resulting from the unprecedented involvement of the U.S. government and GSEs in the residential mortgage market. Over the past several years, we have faced increased competition for residential mortgage loans due to the unprecedented involvement of the GSEs in the mortgage market as a result of the economic crisis, which has caused the interest rate for 30 year fixed-rate mortgage loans that conform to GSE guidelines to remain artificially low. In addition, the U.S. Congress has expanded the conforming loan limits in many of our operating markets, allowing larger balance loans to continue to be acquired by the GSEs. However, the President of the United States and proposed key cabinet nominees have indicated that reforming the GSE system is a priority item on the administration’s regulatory agenda. It is unknown at this time what reforms, if any, will be made, the extent of the future involvement in the residential mortgage market and the impact of any reforms on that market and the United States economy as a whole.

ITEM 1B. Unresolved Staff Comments

None.

ITEM 2. Properties

The Corporation operated approximately 279 facilities, including 248 banking branches at December 31, 2019. Our corporate headquarters is located at 433 Main Street in Green Bay, Wisconsin and is approximately 118,000 square feet. The Corporation owns two dedicated operations centers, located in Green Bay and Stevens Point, Wisconsin, with approximately 91,000 and 96,000 square feet, respectively.   The Corporation also owns a 28 story, 374,000 square foot office tower located at 111 E. Kilbourn Avenue in Milwaukee, Wisconsin (formerly the "Milwaukee Center" and renamed "Associated Bank River Center" in November 2019) and a 95,000 square foot office building located at 6000 Clearwater Drive, Minnetonka, Minnesota. Based on rentable square feet, at December 31, 2019, Associated Bank owned 87% of our total property portfolio. 

At December 31, 2019, Associated Bank operated 248 banking branches serving over 120 different communities throughout Wisconsin, Illinois, and Minnesota.  Most of the banking locations are freestanding buildings owned by us, with a drive thru and a parking lot; a smaller subset resides in supermarkets and office towers, which are generally leased.  Associated Bank also operated loan production offices in Indiana, Michigan, Missouri, Ohio and Texas. 

ITEM 3. Legal Proceedings

The information required by this item is set forth in Part II, Item 8, Financial Statements and Supplementary Data, under Note 16 Commitments, Off-Balance Sheet Arrangements, and Legal Proceedings.

ITEM 4. Mine Safety Disclosures

Not applicable.

INFORMATION ABOUT OUR 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 11, 2020.

Philip B. Flynn - Age: 62

Philip B. Flynn has been President and Chief Executive Officer of Associated and Associated Bank and a member of the Board of Directors since December 2009. Prior to joining Associated, he served as Vice Chairman and Chief Operating Officer of Union Bank. During his nearly 30-year career at Union Bank, he held a broad range of other 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.

29

Patrick E. Ahern - Age: 53

Patrick E. Ahern has been Executive Vice President and Chief Credit Officer of Associated and Associated Bank since February 2020. He served as Deputy Chief Credit Officer from October 2019 to February 2020. Ahern joined Associated as a Senior Vice President in 2010 to manage the CRE portfolio underwriting and administrative teams, before moving into the role Corporate Senior Credit Officer in 2018. He has more than 30 years of experience in commercial real estate and corporate credit, including experience with LaSalle Bank and Bank of America.

William M. Bohn - Age: 53

William M. Bohn has been Executive Vice President, Head of Wealth Management and Institutional Services of Associated and Associated Bank since July 2014. Mr. Bohn also serves as Chairman of the Board of Associated Benefits and Risk Consulting, Whitnell & Co. 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 ABRC from 2004 to 2015.

Matthew R. Braeger - Age: 44

Matthew R. Braeger has been Executive Vice President and Chief Audit Executive of Associated and Associated Bank since February 2018. He served as Deputy Chief Audit Executive from October 2017 to February 2018. He joined Associated in April 2013 as Senior Vice President, Business Support Audit Director. Previously, he held audit management positions with Fiserv, Inc. and public accounting audit roles with Ernst & Young, LLP. Braeger has more than 19 years of auditing experience, primarily in banking technology and financial services.

Christopher Del Moral-Niles - Age: 49

Christopher J. Del Moral-Niles has been Executive Vice President, Chief Financial Officer of Associated and Associated Bank since March 2012. He joined Associated in July 2010 and previously served as Associated’s Deputy Chief Financial Officer, Principal Accounting Officer, and as 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.

Angie M. DeWitt - Age: 50

Angie M. DeWitt has been Executive Vice President and Chief Human Resources Officer of Associated and Associated Bank since April 2019. Most recently she served as Deputy Chief Human Resources Officer from October 2018 to April 2019 and Senior Vice President, Director of Human Resources from February 2018 to October 2018. She joined Associated in August 2008 as a member of the finance team and has held multiple leadership roles. Prior to joining Associated, she held a senior finance role at Schneider National, Inc. from January 2002 to August 2008.

Randall J. Erickson - Age: 60

Randall J. Erickson has been Executive Vice President, General Counsel and Corporate Secretary of Associated and Associated Bank since April 2012, and was Chief Risk Officer from May 2016 to February 2018. 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.C.’s securities practice group. He had been a partner at Godfrey & Kahn S.C. from 1990 to 2002 prior to joining M&I as its general counsel. Mr. Erickson served as a director of Renaissance Learning, Inc., a publicly-held educational software company, from 2009 until it was acquired by Permira Funds in 2011.

Nicole M. Kitowski - Age: 44

Nicole M. Kitowski has been Executive Vice President and Chief Risk Officer of Associated and Associated Bank since February 2018. She joined Associated in 1992 and has held leadership roles in Consumer Banking, Operations and Technology, and Corporate Risk, including Deputy Chief Risk Officer from March 2016 to February 2018 and Corporate BSA, AML, OFAC Officer from June 2014 to March 2016.

30

Timothy J. Lau - Age: 57

Timothy J. Lau has been Executive Vice President, Head of Community Markets of Associated and Associated Bank 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 joined Associated in 1989 and has held a number of senior management positions in Consumer and Small Business Banking, Residential Lending, and Commercial Banking.

Michael O. Meinolf - Age: 45

Michael O. Meinolf has been Executive Vice President and Chief Information Officer of Associated and Associated Bank since September 2018. He joined Associated in April 2015 as Senior Vice President, Director of Business Solutions. Mr. Meinolf has more than 20 years of information technology experience. Previously, he held the positions of Vice President, Technology Administration at The Clearing House Payments Company, LLC from February 2012 to April 2015 and Director of Information Technology, PayDirect Government Solutions at FIS from August 2009 to February 2012.

Paul G. Schmidt - Age: 57

Paul G. Schmidt has been Executive Vice President, Head of Commercial Real Estate of Associated and Associated Bank since January 2016. He joined Associated in April 2015 as Executive Vice President of Commercial Real Estate. He was named Deputy Head of Commercial Real Estate in September 2015. Mr. Schmidt brings more than 32 years of banking experience to Associated. Most recently, he held the position of Executive Vice President, Division Manager, Commercial Real Estate at Wells Fargo from 2002 to 2015.

David L. Stein - Age: 56

David L. Stein has been Executive Vice President, Head of Consumer and Business Banking of Associated and Associated Bank since January 2017 and was named Madison Market President in January 2019. He was previously Executive Vice President, Head of Consumer and Commercial Banking from April 2014 until January 2017 and Executive Vice President, Head of Retail Banking from June 2007 until April 2014. He was the President of the Southwest Region of Associated Bank 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: 51

John A. Utz has been Executive Vice President, Head of Corporate Banking and Milwaukee Market President of Associated and Associated Bank 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.

31

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, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. The Corporation’s common stock is traded on the NYSE under the symbol ASB.

The number of shareholders of record of the Corporation’s common stock, $0.01 par value, as of January 31, 2020, was 8,304. Certain of the Corporation’s shares are held in “nominee” or “street” name and the number of beneficial owners of such shares is 22,788.

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 Corporation repurchased $48 million, or approximately 2.3 million shares, of common stock during the fourth quarter of 2019. The repurchase details are presented in the table below. For a detailed discussion of the common stock and depositary share purchases during 2019 and 2018, see 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, 2019 - October 31, 2019	556,371	$	20.22	556,371	—
November 1, 2019 - November 30, 2019	1,450,000	21.57		1,450,000	—
December 1, 2019 - December 31, 2019	249,923	21.43		249,923	—
Total	2,256,294	$	21.22	2,256,294	8,341,932

(a) During the fourth quarter of 2019, the Corporation repurchased 4,806 shares of common stock to satisfy minimum tax withholding on settlements of equity compensation awards. These purchases do not count against the maximum number of shares that may yet be purchased under the Board of Directors’ authorization.

(b) On December 10, 2019, the Board of Directors authorized the repurchase of up to $150 million of the Corporation's common stock. The repurchase authorization was in addition to the previous authorized repurchases. At December 31, 2019, there remained approximately $184 million authorized to be repurchased in the aggregate. Approximately 8.3 million shares of common stock remained available to be repurchased under this Board authorization given the closing share price on December 31, 2019.

32

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, 2015 and ending December 31, 2019. 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 the respective values of the investment in the Corporation’s common stock and each index were $100 on December 31, 2014. Historical stock price performance shown on the graph is not necessarily indicative of the future price performance.

5 Year Trend

	2014		2015		2016		2017		2018		2019
Associated Banc-Corp	$	100.0	$	102.8	$	137.9	$	144.7	$	116.2	$	133.5
S&P 500 Index	$	100.0	$	101.4	$	113.3	$	137.8	$	131.9	$	173.1
S&P 400 Regional Banks Sub-Industry Index	$	100.0	$	106.6	$	141.0	$	148.1	$	117.1	$	145.6

Source: Bloomberg

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.

33

ITEM 6.     Selected Financial Data

Table 1 Summary Results of Operations: Trends

	Years Ended December 31,
($ in Thousands, except per share data)	2019			2018			2017			2016			2015
Interest income	$	1,172,610		$	1,154,137		$	886,605		$	791,568		$	753,662
Interest expense	336,936			274,557			145,385			84,295			77,384
Net interest income	835,674			879,580			741,220			707,273			676,278
Provision for credit losses	16,000			—			26,000			70,000			37,500
Net interest income after provision for credit losses	819,674			879,580			715,220			637,273			638,778
Noninterest income	380,824			355,568			332,680			352,883			329,357
Noninterest expense	793,988			821,799			709,133			702,560			698,347
Income before income taxes	406,509			413,349			338,767			287,596			269,788
Income tax expense	79,720			79,786			109,503			87,322			81,487
Net income	326,790			333,562			229,264			200,274			188,301
Preferred stock dividends	15,202			10,784			9,347			8,903			7,155
Net income available to common equity	$	311,587		$	322,779		$	219,917		$	191,371		$	181,146
Earnings per common share
Basic	$	1.93		$	1.92		$	1.45		$	1.27		$	1.20
Diluted	1.91			1.89			1.42			1.26			1.19
Cash dividends per common share	0.69			0.62			0.50			0.45			0.41
Weighted average common shares outstanding
Basic	160,534			167,345			150,877			148,769			149,350
Diluted	161,932			169,732			153,647			149,961			150,603
Selected Financial Data
Year-End Balances
Loans	$	22,821,440		$	22,940,429		$	20,784,991		$	20,054,716		$	18,714,343
Allowance for loan losses	201,371			238,023			265,880			278,335			274,264
Investment securities	5,482,759			6,689,021			6,326,299			5,953,762			6,135,644
Total assets(a)	32,386,478			33,615,122			30,443,626			29,139,315			27,711,835
Deposits	23,779,064			24,897,393			22,785,962			21,888,448			21,007,665
Short- and long-term funding, and FHLB advances	4,195,423			4,527,056			4,073,732			3,853,830			3,510,580
Stockholders’ equity	3,922,124			3,780,888			3,237,443			3,091,312			2,937,246
Book value per common share	23.32			21.43			20.13			19.27			18.62
Tangible book value per common share	15.28			13.86			13.65			12.78			12.10
Average Balances
Loans	$	23,122,797		$	22,718,297		$	20,592,383		$	19,650,667		$	18,252,264
Investment securities	6,194,465			6,912,921			6,028,262			6,048,563			5,912,849
Earning assets	29,820,829			30,049,793			26,999,884			26,026,661			24,571,087
Total assets(a)	33,046,604			33,007,859			29,467,324			28,506,112			27,019,216
Deposits	24,735,608			24,072,049			21,923,602			21,005,772			19,903,087
Interest-bearing liabilities	23,535,115			23,699,823			21,045,399			20,122,402			19,330,847
Stockholders’ equity	3,871,869			3,692,433			3,172,634			3,022,962			2,895,158
Risk-based Capital(a)(b)
Total risk-weighted assets	$	24,296,382		$	23,842,542		$	21,504,495		$	21,340,951		$	19,929,963
Common equity Tier 1	2,480,698			2,449,721			2,171,508			2,032,587			1,897,944
Common equity Tier 1 capital ratio	10.21		%	10.27		%	10.10		%	9.52		%	9.52		%
Return on average common equity Tier 1	12.59		%	13.15		%	10.43		%	9.86		%	9.88		%

(a) During the third quarter of 2019, the Corporation made a change in accounting policy to offset derivative assets and liabilities and cash collateral with the same counterparty where it has a legally enforceable master netting agreement in place. The change had no impact on either earnings or equity. The Corporation believes that this change is a preferable method of accounting as it provides a better reflection of the assets and liabilities on the face of the consolidated balance sheets. Adoption of this change was voluntary and has been adopted retrospectively. 2019, 2018, and 2017 total assets, average total assets, total risk-weighted assets, and capital ratios were restated for comparability. 2016 and 2015 total assets, average total assets, risk-weighted assets, and capital ratios were not restated.

(b) The Federal Reserve establishes regulatory capital requirements, including well-capitalized standards for the Corporation. The regulatory capital requirements effective for the Corporation follow Basel III, subject to certain transition provisions. These 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. See Table 26 for a reconciliation of average common equity Tier 1.

34

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. Within the tables presented, certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes.

The detailed financial discussion that follows focuses on 2019 results compared to 2018. For a discussion of 2018 results compared to 2017 see the Corporation's Annual Report on Form 10-K for the year ended December 31, 2018.

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 and 2020 Outlook

•Diluted earnings per common share of $1.91 in 2019 increased $0.02, or 1%, from 2018.

•Average loans of $23.1 billion for 2019 increased $405 million, or 2%, from a year ago. Average deposits of $24.7 billion for 2019 increased $664 million, or 3%, from a year ago, driven by the Huntington branch acquisition. For 2020, the Corporation expects 2%-4% annual average loan growth.

•Net interest income of $836 million in 2019 decreased $44 million, or 5%, from 2018. Net interest margin of 2.86% in 2019 decreased 11 bp from 2.97% in 2018. The decrease was driven primarily by lower prepayments and accretion related to the Bank Mutual acquisition in 2018. The decrease was additionally driven by compression in LIBOR rates outpacing reductions in funding costs resulting from Federal Reserve rate cuts. The Corporation expects 2020 net interest margin to be between 2.80% and 2.85%, assuming a stable interest rate environment.

•Provision for credit losses was $16 million in 2019, compared to zero in 2018. For 2020, the Corporation expects the provision for credit losses to adjust with changes to risk grade, other indications of credit quality, and loan volume. On January 1, 2020, the Corporation adopted ASU 2016-13 (CECL). The initial CECL impact is expected to result in a $70 million to $80 million after-tax charge and a corresponding 21 bp to 24 bp decrease in the tangible common equity ratio. See Note 1 Summary of Significant Accounting Policies of the notes to consolidated financial statements for additional information on the Corporation's impact of adoption.

•Noninterest income of $381 million in 2019 increased $25 million, or 7%, from 2018. For 2020, the Corporation expects to earn between $375 million and $385 million of noninterest income.

•Noninterest expenses of $794 million in 2019 decreased $28 million, or 3%, from 2018, primarily due to a $22 million decrease in acquisition related costs. For 2020, the Corporation expects noninterest expense will be between $790 million and $795 million.

35

Income Statement Analysis

Net Interest Income

Table 2 Net Interest Income Analysis

	Years Ended December 31,
	2019						2018						2017
($ in Thousands)	Average Balance		Interest Income / Expense		Average Yield / Rate		Average Balance		Interest Income / Expense		Average Yield / Rate		Average Balance		Interest Income / Expense		Average Yield / Rate
Assets
Earning assets
Loans(a)(b)(c)
Commercial and business lending	$	8,426,774	$	385,072	4.57	%	$	7,744,640	$	349,266	4.51	%	$	7,254,613	$	265,796	3.66	%
Commercial real estate lending	5,150,464		255,582		4.96	%	5,433,361		273,937		5.04	%	4,952,605		192,838		3.89	%
Total commercial	13,577,238		640,655		4.72	%	13,178,001		623,203		4.73	%	12,207,218		458,634		3.76	%
Residential mortgage	8,311,914		282,134		3.39	%	8,289,432		281,814		3.40	%	7,105,486		229,210		3.23	%
Retail	1,233,646		76,939		6.24	%	1,250,863		73,605		5.88	%	1,279,679		64,892		5.07	%
Total loans	23,122,797		999,727		4.32	%	22,718,297		978,622		4.31	%	20,592,383		752,736		3.66	%
Investment securities
Taxable	4,284,991		100,304		2.34	%	5,366,825		119,741		2.23	%	4,861,597		96,909		1.99	%
Tax-exempt(a)	1,909,474		71,956		3.77	%	1,546,096		56,426		3.65	%	1,166,665		50,455		4.32	%
Other short-term investments	503,566		16,643		3.30	%	418,576		12,623		3.02	%	379,239		7,719		2.04	%
Investments and other	6,698,032		188,903		2.82	%	7,331,497		188,790		2.58	%	6,407,501		155,083		2.42	%
Total earning assets	$	29,820,829	$	1,188,630	3.99	%	$	30,049,793	$	1,167,412	3.88	%	$	26,999,884	$	907,819	3.36	%
Other assets, net(d)	3,225,775						2,958,066						2,467,441
Total assets	$	33,046,604					$	33,007,859					$	29,467,324
Liabilities and stockholders' equity
Interest-bearing liabilities
Interest-bearing deposits
Savings	$	2,439,872	$	7,086	0.29	%	$	1,878,960	$	1,435	0.08	%	$	1,527,161	$	816	0.05	%
Interest-bearing demand	5,080,857		56,742		1.12	%	4,767,873		44,911		0.94	%	3,953,014		20,344		0.51	%
Money market	7,005,265		74,467		1.06	%	7,260,692		54,573		0.75	%	6,321,603		22,991		0.36	%
Network transaction deposits	1,860,951		42,523		2.29	%	2,095,715		39,251		1.87	%	3,145,554		31,455		1.00	%
Time deposits	3,129,142		56,468		1.80	%	2,831,229		35,948		1.27	%	1,979,709		18,419		0.93	%
Total interest-bearing deposits	19,516,088		237,286		1.22	%	18,834,469		176,118		0.94	%	16,927,041		94,025		0.56	%
Federal funds purchased and securities sold under agreements to repurchase	137,679		1,579		1.15	%	224,967		2,006		0.89	%	415,086		2,527		0.61	%
Commercial paper	32,123		149		0.46	%	56,076		186		0.33	%	91,797		293		0.32	%
FHLB advances	3,106,279		69,816		2.25	%	3,971,797		73,668		1.85	%	3,114,545		30,364		0.97	%
Long-term funding	742,946		28,106		3.78	%	612,513		22,579		3.69	%	496,930		18,176		3.66	%
Total short and long-term funding	4,019,027		99,651		2.48	%	4,865,353		98,439		2.02	%	4,118,358		51,360		1.25	%
Total interest-bearing liabilities	$	23,535,115	$	336,936	1.43	%	$	23,699,823	$	274,557	1.16	%	$	21,045,399	$	145,385	0.69	%
Noninterest-bearing demand deposits	5,219,520						5,237,580						4,996,561
Other liabilities(d)	420,100						378,024						252,731
Stockholders’ equity	3,871,869						3,692,433						3,172,634
Total liabilities and stockholders’ equity	$	33,046,604					$	33,007,859					$	29,467,324
Interest rate spread					2.56	%					2.72	%					2.67	%
Net free funds					0.30	%					0.25	%					0.15	%
Fully tax-equivalent net interest income and net interest margin			$	851,693	2.86	%			$	892,855	2.97	%			$	762,434	2.82	%
Fully tax-equivalent adjustment			$	16,020					$	13,275					$	21,214
Net interest income			$	835,674					$	879,580					$	741,220

(a) Beginning in 2018, the yield on tax-exempt loans and securities is computed on a fully tax-equivalent basis using a tax rate of 21% and is net of the effects of certain disallowed interest deductions. Prior to 2018, the yield on tax-exempt loans and securities was computed on a fully tax-equivalent basis using a tax rate of 35% and was net of the effects of certain disallowed interest deductions.

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

(c) Interest income includes amortization of net deferred loan origination costs and net accreted purchase loan discount.

(d) During the third quarter of 2019, the Corporation made a change in accounting policy to offset derivative assets and liabilities and cash collateral with the same counterparty where it has a legally enforceable master netting agreement in place. Adoption of this change was voluntary and has been adopted retrospectively with all prior periods presented herein revised.

36

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 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 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 years ended December 31, 2019, 2018, and 2017. Table 3 presents 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 2019 Net Interest Income

•Net interest income on the consolidated statements of income (which excludes the fully tax-equivalent adjustment) was $836 million in 2019 compared to $880 million in 2018. The decrease was driven primarily by lower prepayments and accretion related to the Bank Mutual acquisition in 2018. The decrease was additionally driven by compression in LIBOR rates outpacing reductions in funding costs. 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 $852 million for 2019 was $41 million lower than 2018.

•Average earning assets of $29.8 billion in 2019 were $229 million, or 1%, lower than 2018. The decrease in average earning assets was driven by a $633 million, or 9%, decrease in average investments and other short-term investments, partially offset by a $405 million, or 2%, increase in average loans. The yield on investment securities and other short-term investments increased 24 bp to 2.82%.

•Average interest-bearing liabilities of $23.5 billion in 2019 were down $165 million, or 1%, versus 2018. On average, interest-bearing deposits increased $682 million, or 4%. Average short- and long-term funding decreased $846 million from 2018 primarily driven by FHLB advances decreasing $866 million.

•The average cost of interest-bearing liabilities was 1.43% in 2019, 27 bp higher than 2018. The increase was due to a 28 bp increase in the average cost of interest-bearing deposits to 1.22% and a 46 bp increase in the cost of short- and long-term funding to 2.48%. This is primarily due to the full year impact of the 2018 Federal Funds rate increases partially offset by the impact of the three Federal Funds rate cuts in the second half of 2019.

•The Federal Reserve decreased the target Federal Funds rate on October 31, 2019 to a range of 1.50% to 1.75% compared to a range of 2.25% to 2.50% at the end of 2018. The Federal Reserve has indicated it will closely assess economic data and be patient before moving ahead with any additional changes in the Federal Funds rate. Therefore, the timing and magnitude of any such changes are uncertain and will depend on domestic and global economic conditions.

37

Table 3 Rate/Volume Analysis^(a)

	2019 Compared to 2018 Increase (Decrease) Due to						2018 Compared to 2017 Increase (Decrease) Due to
($ in Thousands)	Volume		Rate		Net		Volume		Rate		Net
Interest income
Loans(b)
Commercial and business lending	$	31,118	$	4,689	$	35,807	$	18,904	$	64,566	$	83,470
Commercial real estate lending	(14,090)		(4,264)		(18,355)		20,086		61,014		81,100
Total commercial	17,027		425		17,452		38,990		125,580		164,570
Residential mortgage	764		(444)		320		39,747		12,856		52,603
Retail	(1,024)		4,358		3,333		(1,490)		10,203		8,713
Total loans	16,766		4,339		21,105		77,247		148,639		225,886
Investment securities
Taxable	(25,091)		5,654		(19,437)		7,660		15,172		22,832
Tax-exempt(b)	13,641		1,889		15,530		14,678		(8,708)		5,970
Other short-term investments	2,730		1,289		4,019		869		4,035		4,904
Investments and other	(8,720)		8,833		112		23,207		10,499		33,707
Total earning assets	$	8,046	$	13,172	$	21,218	$	100,454	$	159,138	$	259,593
Interest expense
Savings	$	544	$	5,107	$	5,651	$	216	$	403	$	619
Interest-bearing demand	3,091		8,740		11,831		4,886		19,680		24,566
Money market	(1,982)		21,876		19,894		3,861		27,722		31,583
Network transaction deposits	(4,723)		7,995		3,272		(13,033)		20,829		7,796
Time deposits	3,839		16,681		20,520		9,660		7,869		17,529
Total interest-bearing deposits	769		60,399		61,168		5,590		76,502		82,093
Federal funds purchased and securities sold under agreements to repurchase	(907)		480		(427)		(1,425)		903		(522)
Commercial paper	(96)		59		(37)		(118)		11		(107)
FHLB advances	(17,778)		13,926		(3,852)		10,120		33,184		43,304
Long-term funding	4,920		607		5,527		4,260		144		4,403
Total short and long-term funding	(13,859)		15,071		1,212		12,837		34,242		47,079
Total interest-bearing liabilities	(13,091)		75,470		62,380		18,427		110,744		129,172
Fully tax-equivalent net interest income	$	21,136	$	(62,298)	$	(41,162)	$	82,027	$	48,394	$	130,421

(a) 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.

(b) Beginning in 2018, the yield on tax-exempt loans and securities is computed on a fully tax-equivalent basis using a tax rate of 21% and is net of the effects of certain disallowed

interest deductions. Prior to 2018, the yield on tax-exempt loans and securities was computed on a fully tax-equivalent basis using a tax rate of 35% and was net of the effects of certain disallowed interest deductions.

Provision for Credit Losses

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, Credit Risk, Nonperforming Assets, and Allowance for Credit Losses.

•The provision for credit losses (which includes the provision for loan losses and the provision for unfunded commitments) was $16 million for 2019, compared to no provision for credit losses in 2018.

•Net charge offs were $55 million, representing 0.24% of average loans, for 2019, compared to $30 million, representing 0.13% of average loans, for 2018.

•The ratio of the allowance for loan losses to total loans was 0.88% and 1.04% at December 31, 2019 and 2018, respectively.

38

Noninterest Income

Table 4 Noninterest Income

	Years Ended December 31,						Change From Prior Year
($ in Thousands)	2019		2018		2017		$ Change 2019		% Change 2019		$ Change 2018		% Change 2018
Insurance commissions and fees	$	89,104	$	89,511	$	81,474	$	(407)	—	%	$	8,037	10	%
Wealth management fees(a)	83,467		82,562		70,126		905		1	%	12,436		18	%
Service charges and deposit account fees	63,135		66,075		64,427		(2,940)		(4)	%	1,648		3	%
Card-based fees	39,755		39,656		34,834		99		—	%	4,822		14	%
Other fee-based revenue	18,942		17,818		17,854		1,124		6	%	(36)		—	%
Total fee-based revenue	294,402		295,622		268,715		(1,220)		—	%	26,907		10	%
Capital markets, net	19,862		20,120		19,642		(258)		(1)	%	478		2	%
Mortgage banking income	44,373		28,960		29,619		15,413		53	%	(659)		(2)	%
Mortgage servicing rights expense	12,494		9,049		10,259		3,445		38	%	(1,210)		(12)	%
Mortgage banking, net	31,878		19,911		19,360		11,967		60	%	551		3	%
Bank and corporate owned life insurance	14,845		13,951		16,250		894		6	%	(2,299)		(14)	%
Other	11,165		9,051		9,523		2,114		23	%	(472)		(5)	%
Subtotal	372,154		358,655		333,490		13,499		4	%	25,165		8	%
Asset gains (losses), net (b)	2,713		(1,103)		(1,244)		3,816		N/M		141		(11)	%
Investment securities gains (losses), net	5,957		(1,985)		434		7,942		N/M		(2,419)		N/M
Total noninterest income	$	380,824	$	355,568	$	332,680	$	25,256	7	%	$	22,888	7	%
Mortgage loans originated for sale during period	$	1,090,792	$	1,092,318	$	715,357	$	(1,526)	—	%	$	376,961	53	%
Mortgage loan settlements during period	$	1,317,077	$	1,131,652	$	819,950	$	185,425	16	%	$	311,702	38	%
Assets under management, at market value(c)	$	12,104	$	10,291	$	10,555	$	1,813	18	%	$	(265)	(3)	%

N/M = Not Meaningful

(a) Includes trust, asset management, brokerage, and annuity fees.

(b) 2019 includes less than $1 million of Huntington related asset losses; 2018 includes approximately $2 million of Bank Mutual acquisition related asset losses net of asset gains.

(c) $ in millions. Excludes assets held in brokerage accounts.

Notable Contributions to the Change in 2019 Noninterest Income

•Mortgage banking, net was $32 million in 2019, an increase of $12 million, or 60%, compared to 2018. The increase was driven by higher mortgage banking revenues due to increased settlements and gain on sale, mostly resulting from higher refinance activity in 2019 and the portfolio mortgage sale that occurred during the third quarter of 2019.

•Investment securities gains (losses), net was up $8 million from 2018 as a result of the ongoing portfolio restructuring and balance sheet deleveraging strategy.

•Asset gains (losses), net was up $4 million compared to 2018. During 2018, the Corporation recognized a $2 million loss on the sale of a profit participation agreement that was received in partial satisfaction of a loan obligation. In addition, 2019 benefited from higher income and distributions from alternative investments.

39

Noninterest Expense

Table 5 Noninterest Expense

	Years Ended December 31,									Change From Prior Year
($ in Thousands)	2019			2018			2017			$ Change 2019		% Change 2019		$ Change 2018		% Change 2018
Personnel	$	487,063		$	482,676		$	428,976		$	4,387	1	%	$	53,700	13	%
Technology	82,429			72,674			63,004			9,755		13	%	9,670		15	%
Occupancy	62,399			59,121			53,842			3,278		6	%	5,279		10	%
Business development and advertising	29,600			30,923			28,946			(1,323)		(4)	%	1,977		7	%
Equipment	23,550			23,243			21,201			307		1	%	2,042		10	%
Legal and professional	19,901			23,061			22,509			(3,160)		(14)	%	552		2	%
Loan and foreclosure costs	8,861			7,410			7,293			1,451		20	%	117		2	%
FDIC assessment	16,250			30,000			31,300			(13,750)		(46)	%	(1,300)		(4)	%
Other intangible amortization	9,948			8,159			1,959			1,789		22	%	6,200		N/M
Acquisition related costs(a)	7,320			29,002			—			(21,682)		(75)	%	29,002		N/M
Other	46,666			55,530			50,102			(8,864)		(16)	%	5,428		11	%
Total noninterest expense	$	793,988		$	821,799		$	709,133		$	(27,811)	(3)	%	$	112,666	16	%
Personnel expense to total noninterest expense	61		%	59		%	60		%
Average full-time equivalent employees(b)	4,702			4,699			4,307

N/M = Not Meaningful

(a) Includes Bank Mutual, Huntington branch, and First Staunton acquisition related costs only

(b) Average full-time equivalent employees without overtime

Notable Contributions to the Change in 2019 Noninterest Expense

•Acquisition costs decreased $22 million, or 75%, from 2018, due to higher Bank Mutual acquisition related costs in 2018 compared to Huntington branch and First Staunton acquisition related costs in 2019.

•FDIC assessment expenses decreased $14 million, or 46%, from 2018, driven by the removal of the FDIC surcharge assessment in late 2018.

•Technology expense of $82 million increased $10 million, or 13%, compared to 2018, driven by investments in solutions to enhance operational efficiency and the customer experience.

•Personnel costs increased $4 million from 2018, primarily driven by a $3 million increase in restructuring and severance charges.

Income Taxes

The Corporation recognized income tax expense of $80 million for both 2018 and 2019. Income tax expense decreased in 2019 compared to 2018 due to a drop in income before taxes, an increase in tax exempt interest, and the expense from the settlement of litigation in Minnesota which was booked in 2018. However, this decrease was offset by the reductions in the benefits of Tax Act planning actions in 2019 relative to 2018. The effective tax rate was 19.6% for 2019, compared to an effective tax rate of 19.3% for 2018.

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 on 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.

Balance Sheet Analysis

•At December 31, 2019, total assets were $32.4 billion, down $1.2 billion, or 4%, from December 31, 2018.

•Investment securities at December 31, 2019 were $5.5 billion, down $1.2 billion, or 18% from December 31, 2018. During 2019, the Corporation used its investment portfolio as a source of funds and sought to reposition its investments for a

40

declining interest rate environment. See Note 3 Investment Securities of the notes to consolidated financial statements for additional information on investment securities.

•Loans of $22.8 billion at December 31, 2019 were down $119 million, or 1%, from December 31, 2018. See Note 4 Loans of the notes to consolidated financial statements for additional information on loans. The Corporation added $116 million in loans from the Huntington branch acquisition in the second quarter of 2019.

•At December 31, 2019, total deposits of $23.8 billion were down $1.1 billion, or 4%, from December 31, 2018. On June 14, 2019, the Corporation assumed $725 million of deposits from the Huntington branch acquisition. As a result of the acquisition, the Corporation was able to reduce higher cost brokered CDs and network deposits. See section Deposits and Customer Funding and Note 8 Deposits of the notes to consolidated financial statements for additional information on deposits.

•At December 31, 2019, other long-term funding was $549 million, down $246 million, or 31%, from December 31, 2018, driven by the Corporation's redemption of $250 million in senior notes on October 15, 2019.

Loans

Table 6 Loan Composition

	As of December 31,
	2019				2018				2017				2016				2015
($ in Thousands)	Amount		% of Total		Amount		% of Total		Amount		% of Total		Amount		% of Total		Amount		% of Total
Commercial and industrial	$	7,354,594	32	%	$	7,398,044	32	%	$	6,399,693	31	%	$	6,489,014	32	%	$	6,190,683	33	%
Commercial real estate — owner occupied	911,265		4	%	920,443		4	%	802,209		4	%	897,724		5	%	918,212		5	%
Commercial and business lending	8,265,858		36	%	8,318,487		36	%	7,201,902		35	%	7,386,738		37	%	7,108,895		38	%
Commercial real estate — investor	3,794,517		17	%	3,751,554		16	%	3,315,254		16	%	3,574,732		18	%	3,234,266		17	%
Real estate construction	1,420,900		6	%	1,335,031		6	%	1,451,684		7	%	1,432,497		7	%	1,162,145		6	%
Commercial real estate lending	5,215,417		23	%	5,086,585		22	%	4,766,938		23	%	5,007,229		25	%	4,396,411		23	%
Total commercial	13,481,275		59	%	13,405,072		58	%	11,968,840		58	%	12,393,967		62	%	11,505,306		61	%
Residential mortgage	8,136,980		36	%	8,277,712		36	%	7,546,534		36	%	6,332,327		31	%	5,783,267		31	%
Home equity	852,025		4	%	894,473		4	%	883,804		4	%	934,443		5	%	1,005,802		6	%
Other consumer	351,159		2	%	363,171		2	%	385,813		2	%	393,979		2	%	419,968		2	%
Total consumer	9,340,164		41	%	9,535,357		42	%	8,816,151		42	%	7,660,749		38	%	7,209,037		39	%
Total loans(a)(b)	$	22,821,440	100	%	$	22,940,429	100	%	$	20,784,991	100	%	$	20,054,716	100	%	$	18,714,343	100	%
Commercial real estate and real estate construction loan detail
Farmland	$	2,844	—	%	$	1,250	—	%	$	1,399	—	%	$	1,613	—	%	$	7,135	—	%
Multi-family	1,201,835		32	%	1,204,552		32	%	952,473		29	%	1,027,541		29	%	932,360		29	%
Non-owner occupied	2,589,838		68	%	2,545,751		68	%	2,361,382		71	%	2,545,578		71	%	2,294,771		71	%
Commercial real estate — investor	$	3,794,517	100	%	$	3,751,554	100	%	$	3,315,254	100	%	$	3,574,732	100	%	$	3,234,266	100	%
1-4 family construction	$	261,908	18	%	$	289,558	22	%	$	353,902	24	%	$	358,398	25	%	$	309,396	27	%
All other construction	1,158,992		82	%	1,045,474		78	%	1,097,782		76	%	1,074,099		75	%	852,749		73	%
Real estate construction	$	1,420,900	100	%	$	1,335,031	100	%	$	1,451,684	100	%	$	1,432,497	100	%	$	1,162,145	100	%

(a) During the third quarter of 2019, the Corporation sold approximately $240 million of portfolio mortgages as well as $33 million of nonaccrual and performing restructured loans.

(b) Includes $2 million and $5 million of purchased credit-impaired loans at December 31, 2019 and December 31, 2018, respectively.

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 2019 and 2018. Furthermore, certain sub-asset classes within the respective portfolios were further defined and dollar limitations are 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.

41

The Corporation's loan distribution and interest rate sensitivity as of December 31, 2019 is summarized in the following table:

Table 7 Loan Distribution and Interest Rate Sensitivity

($ in Thousands)	Within 1 Year(a)		1-5 Years		After 5 Years		Total		% of Total
Commercial and industrial	$	6,803,084	$	434,791	$	116,719	$	7,354,594	32	%
Commercial real estate — owner occupied	497,372		236,346		177,547		911,265		4	%
Commercial real estate — investor	3,333,162		375,963		85,392		3,794,517		17	%
Real estate construction	1,362,326		53,983		4,591		1,420,900		6	%
Residential mortgage - adjustable(b)	656,241		2,715,456		1,950,710		5,322,407		23	%
Residential mortgage - fixed	29,127		44,129		2,741,318		2,814,573		12	%
Home equity	34,103		108,509		709,413		852,025		4	%
Other consumer	165,676		50,613		134,870		351,159		2	%
Total loans	$	12,881,090	$	4,019,789	$	5,920,561	$	22,821,440	100	%
Fixed-rate	$	5,638,689	$	994,242	$	3,244,083	$	9,877,013	43	%
Floating or adjustable rate	7,242,401		3,025,547		2,676,478		12,944,426		57	%
Total	$	12,881,090	$	4,019,789	$	5,920,561	$	22,821,440	100	%

(a) Demand loans, past due loans, overdrafts, and credit cards are reported in the “Within 1 Year” category.

(b) Based on contractual loan terms for adjustable rate mortgages; does not factor in early prepayments or amortization.

At December 31, 2019, $18.6 billion, or 81%, of the loans outstanding were floating rate, adjustable rate, re-pricing within one year, or maturing within one year.

Table 8 Quarterly Residential Mortgage Loan Distribution^(a)

($ in Thousands)	December 31, 2019			September 30, 2019			June 30 2019			March 31, 2019
Residential mortgage - adjustable	$	5,322,407		$	5,386,776		$	5,542,303		$	5,540,366
Residential mortgage - fixed	2,814,573			2,568,025			2,735,176			2,783,480
Total residential mortgage	$	8,136,980		$	7,954,801		$	8,277,479		$	8,323,846
Total loans	$	22,821,440		$	22,754,710		$	23,249,967		$	23,148,359
% of adjustable rate residential mortgages to total loans	23		%	24		%	24		%	24		%
% of fixed rate residential mortgages to total loans	12		%	11		%	12		%	12		%

(a) Table 8 has been updated to reflect a reclassification from residential mortgage - fixed to residential mortgage - adjustable as a result of a misclassification of new residential mortgage products introduced since late 2018.

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 analysis by customer, industry, and geographic location are performed to monitor trends, financial performance, and concentrations. See Note 4 Loans of the notes to consolidated financial statements for additional information on managing overall credit quality.

The loan portfolio is widely diversified by types of borrowers, industry groups, and market areas within the Corporation's branch 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, 2019, no significant concentrations existed in the Corporation’s loan portfolio in excess of 10% of total loans.

Commercial and business lending: The commercial and business lending classification primarily includes commercial loans to large corporations, middle market companies, small businesses, and lease financing.

42

Table 9 Largest Commercial and Business Lending Industry Group Exposures

December 31, 2019	% of Total Loans		% of Total Commercial and Business Lending
Manufacturing and Wholesale Trade	8	%	21	%
Power and Utilities	7	%	19	%
Real Estate	5	%	14	%

The remaining commercial and business lending portfolio is spread over a diverse range of industries, none of which exceed 5% of total loans.

The credit risk related to commercial loans is largely influenced by general economic conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral, if any. Currently, a higher risk segment of the commercial and business lending portfolio is loans to borrowers supporting oil and gas exploration and production, which are further discussed under section oil and gas lending below.

Oil and gas lending: The Corporation provides reserve based loans to oil and gas exploration and production firms. At December 31, 2019, the oil and gas portfolio was comprised of 40 credits, totaling $484 million of outstanding balances, or 2%, of total loans.

The Corporation's oil and gas lending team is based in Houston and focuses on serving the funding needs of small and mid-sized companies in the upstream oil and gas business. The oil and gas loans are first lien, reserve-based, and borrowing base dependent lines of credit. The portfolio is diversified across several major U.S. geographic basins and is diversified by product line with approximately 61% in oil and 39% in gas at December 31, 2019. Borrowing base re-determinations for the portfolio are generally completed at least twice a year and are based on detailed engineering reports and discounted cash flow analysis.

The following table summarizes information about the Corporation's oil and gas loan portfolio:

Table 10 Oil and Gas Loan Portfolio

	Years Ended December 31,
($ in Millions)	2019			2018			2017			2016			2015
Total oil and gas related loans	$	484		$	747		$	600		$	668		$	752
Annual net charge offs	44			17			25			59			—
Oil and gas related allowance	12			12			27			38			42
Oil and gas related allowance ratio	2.6		%	1.6		%	4.5		%	5.7		%	5.6		%

Commercial real estate - investor: Commercial real estate-investor is comprised of loans secured by various non-owner occupied or investor income producing property types.

Table 11 Largest Commercial Real Estate Investor Property Type Exposures

December 31, 2019	% of Total Loans		% of Total Commercial Real Estate - Investor
Multi-Family	5	%	32	%

The remaining commercial real estate-investor portfolio is spread over various other property types, none of which exceed 5% of total loans.

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 established developers, reviewing the merits of individual projects, controlling loan structure, and monitoring project progress and construction advances.

43

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 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 that has a 50% LTV maximum. The Corporation’s LTV guidelines are in compliance with regulatory supervisory limits. In most cases, for real estate construction loans, the loan amounts include interest reserves, which are built into the loans and sized to fund loan payments through construction and lease up and / or sell out.

Residential mortgages: 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%. The residential mortgage portfolio is focused primarily in the Corporation's three-state branch footprint, with approximately 88% of the outstanding loan balances in the Corporation's branch footprint at December 31, 2019. 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 generally retains certain fixed-rate residential real estate mortgages in its loan portfolio, including retail and private banking jumbo mortgages and CRA-related mortgages. As part of management's historical practice of originating and servicing residential mortgage loans, generally the Corporation's 30 year, agency conforming, fixed-rate residential real estate mortgage loans have been sold in the secondary market with the servicing rights retained. Subject to management's analysis of the current interest rate environment, among other market factors, the Corporation may choose to retain 30 year mortgage loan production on its consolidated balance sheets. During the third quarter of 2019, the Corporation sold approximately $240 million of fixed-rate portfolio mortgages and $30 million in nonaccrual and performing restructured loans as part of the Corporation's deleveraging strategy which enabled the Corporation to pay down higher cost funding. The sale also reduced interest rate risk by lowering the Corporation's asset sensitivity and freed up capital in advance of the adoption of CECL in the first quarter of 2020. See section Loans for additional information on loans.

The Corporation’s underwriting and risk-based pricing guidelines for residential mortgage loans include minimum borrower FICO score 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. 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 score and the original cumulative LTV against the property securing the loan. Currently, the Corporation's policy sets the maximum acceptable LTV at 90% and the minimum acceptable FICO score at 670. The Corporation's current home equity line of credit offering is priced based on floating rate indices and generally allows 10 years of interest-only payments followed by a 20-year amortization of the outstanding balance. The Corporation has significantly curtailed its offerings of fixed-rate, closed-end home equity loans. The loans in the Corporation's portfolio generally have an original term of 20 years with principal and interest payments required. During the third quarter of 2019, the Corporation sold approximately $3 million of home equity nonaccrual and performing restructured loans as part of the Corporation's deleveraging strategy which enabled the Corporation to pay down higher cost funding. The sale also reduced interest rate risk by lowering the Corporation's asset sensitivity and freed up capital in advance of the adoption of CECL in the first quarter of 2020. See section Loans for additional information on loans.

Other consumer: Other consumer consists of student loans, short-term and other personal installment loans, and credit cards. The Corporation had $136 million and $162 million of student loans at December 31, 2019 and December 31, 2018, respectively, the majority of which are government guaranteed. Credit risk for non-government guaranteed student, short-term, 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 consumer 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.

44

Nonperforming Assets

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. The following table provides detailed information regarding nonperforming assets, which include nonaccrual loans, OREO, and other nonperforming assets:

Table 12 Nonperforming Assets

	As of December 31,
($ in Thousands)	2019			2018			2017			2016			2015
Nonperforming assets by type
Commercial and industrial	$	46,312		$	41,021		$	112,786		$	183,371		$	93,575
Commercial real estate — owner occupied	67			3,957			22,740			9,544			8,049
Commercial and business lending	46,380			44,978			135,526			192,915			101,624
Commercial real estate — investor	4,409			1,952			4,729			18,051			8,643
Real estate construction	493			979			974			844			940
Commercial real estate lending	4,902			2,931			5,703			18,895			9,583
Total commercial	51,282			47,909			141,229			211,810			111,207
Residential mortgage	57,844			67,574			53,632			50,236			51,482
Home equity	9,104			12,339			13,514			13,001			15,244
Other consumer	152			79			171			256			325
Total consumer	67,099			79,992			67,317			63,493			67,051
Total nonaccrual loans(a)	118,380			127,901			208,546			275,303			178,258
Commercial real estate owned	3,530			4,047			6,735			7,176			7,942
Residential real estate owned	5,696			2,963			5,873			3,098			4,768
Bank properties real estate owned	11,874			4,974			—			—			1,859
OREO	21,101			11,984			12,608			10,274			14,569
Other nonperforming assets	6,004			—			7,418			7,418			—
Total nonperforming assets	$	145,485		$	139,885		$	228,572		$	292,995		$	192,827
Accruing loans past due 90 days or more
Commercial	$	342		$	311		$	418		$	236		$	249
Consumer	1,917			1,853			1,449			1,377			1,399
Total accruing loans past due 90 days or more	$	2,259		$	2,165		$	1,867		$	1,613		$	1,648
Restructured loans (accruing)
Commercial	$	18,944		$	28,668		$	48,735		$	53,022		$	59,595
Consumer	7,097			24,595			25,883			26,835			27,768
Total restructured loans (accruing)(a)	$	26,041		$	53,263		$	74,618		$	79,857		$	87,363
Nonaccrual restructured loans (included in nonaccrual loans)(a)	$	22,494		$	26,292		$	23,486		$	29,385		$	37,684
Ratios at year end
Nonaccrual loans to total loans	0.52		%	0.56		%	1.00		%	1.37		%	0.95		%
NPAs to total loans plus OREO	0.64		%	0.61		%	1.10		%	1.46		%	1.03		%
NPAs to total assets	0.45		%	0.42		%	0.75		%	1.01		%	0.70		%
Allowance for loan losses to nonaccrual loans	170.10		%	186.10		%	127.49		%	101.10		%	153.86		%

45

Table 12 Nonperforming Assets (continued)

	Years Ended December 31,
($ in Thousands)	2019		2018		2017		2016		2015
Accruing loans 30-89 days past due by type
Commercial and industrial	$	821	$	525	$	271	$	1,413	$	1,011
Commercial real estate — owner occupied	1,369		2,699		48		1,384		7,142
Commercial and business lending	2,190		3,224		319		2,797		8,153
Commercial real estate — investor	1,812		3,767		374		931		291
Real estate construction	97		330		251		369		296
Commercial real estate lending	1,909		4,097		625		1,300		587
Total commercial	4,099		7,321		944		4,097		8,740
Residential mortgage	9,274		9,706		9,552		8,142		4,930
Home equity	5,647		6,049		6,825		5,849		7,919
Other consumer	2,083		2,269		2,007		3,189		1,870
Total consumer	17,005		18,024		18,384		17,180		14,719
Total accruing loans 30-89 days past due(a)	$	21,104	$	25,345	$	19,328	$	21,277	$	23,459
Potential problem loans by type
Commercial and industrial	$	110,308	$	116,578	$	113,778	$	227,196	$	233,130
Commercial real estate — owner occupied	19,889		55,964		41,997		64,524		35,706
Commercial and business lending	130,197		172,542		155,775		291,720		268,836
Commercial real estate — investor	29,449		67,481		19,291		51,228		25,944
Real estate construction	—		3,834		—		2,465		3,919
Commercial real estate lending	29,449		71,315		19,291		53,693		29,863
Total commercial	159,646		243,856		175,066		345,413		298,699
Residential mortgage	1,451		5,975		1,616		5,615		2,796
Home equity	—		103		195		114		222
Total consumer	1,451		6,078		1,811		5,729		3,018
Total potential problem loans	$	161,097	$	249,935	$	176,877	$	351,142	$	301,717

(a) During the third quarter of 2019, the Corporation sold $33 million of residential mortgages and home equity loans, of which $21 million were performing restructured loans, $12 million were nonaccrual loans, and approximately $200,000 were accruing loans 30-89 days past due. Of the $12 million nonaccrual loans, $7 million were restructured loans.

Nonaccrual loans: Nonaccrual loans are considered to be one indicator of potential future loan losses. See 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. See also sections Credit Risk and Allowance for Credit Losses. During the third quarter of 2019, the Corporation sold $12 million of nonaccrual loans, of which $11 million were residential mortgage loans and $1 million were home equity loans, as part of the Corporation's deleveraging strategy which enabled the Corporation to pay down higher cost funding. The sale also reduced interest rate risk by lowering the Corporation's asset sensitivity and freed up capital in advance of the adoption of CECL in the first quarter of 2020.

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 in the process of collection.

Restructured loans: Loans are considered restructured loans if concessions have been granted to borrowers that are experiencing financial difficulty. See also Note 4 Loans of the notes to consolidated financial statements for additional restructured loans disclosures. During the third quarter of 2019, the Corporation sold $21 million of performing restructured loans, of which $18 million were residential mortgage loans and $3 million were home equity loans, as part of the Corporation's deleveraging strategy which enabled the Corporation to pay down higher cost funding. The sale also reduced interest rate risk by lowering the Corporation's asset sensitivity and freed up capital in advance of the adoption of CECL in the first quarter of 2020.

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

46

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.

OREO: Management actively seeks to ensure OREO properties held are monitored to minimize the Corporation's risk of loss. OREO properties increased $9 million, or 76%, from December 31, 2018, primarily driven by recently consolidated Huntington branches pending disposition.

Other nonperforming assets: The amounts shown in the table above for 2017 and 2016 represented the Corporation's ownership interest in a profit participation agreement in an entity created to own certain oil and gas assets obtained as a result of the bankruptcy and liquidation of a borrower in partial satisfaction of their loan. During the third quarter of 2019, the Bank accepted a partial settlement of a debt by receiving units of ownership interest in an oil and gas limited liability company.

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,
($ in Thousands)	2019		2018		2017		2016		2015
Interest income in accordance with original terms	$	12,032	$	10,606	$	16,205	$	16,811	$	11,745
Interest income recognized	(5,015)		(5,500)		(9,339)		(10,228)		(8,716)
Reduction in interest income	$	7,016	$	5,106	$	6,866	$	6,583	$	3,029

Allowance for Credit Losses

Credit risks within the loan portfolio are inherently different for each loan type. Credit risk is controlled and monitored through the use of lending standards, a thorough review of potential borrowers, and ongoing review of loan payment performance. Active asset quality administration, including early problem loan identification and the 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 in the section entitled Credit Risk. See Note 4 Loans of the notes to consolidated financial statements for additional disclosures on the allowance for credit losses.

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

The 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. The methodology applied by the Corporation, designed to assess the appropriateness of the allowance for loan losses, is based upon credit report refreshes and 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 the 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, credit report refreshes, 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 loan segments, changes in the size and character of the loan portfolio, concentrations of loans to specific borrowers or industries, existing economic conditions, the fair value of underlying collateral, and other qualitative and quantitative factors which could affect potential credit losses. Assessing these factors involves significant judgment. 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 segment. Therefore, management considers the allowance for loan losses a critical accounting policy (see section Critical Accounting Policies). See section Nonperforming Assets 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 6 provides information on loan growth and composition, Tables 14 and 16 provide additional information regarding activity in the allowance for loan losses, and Table 12 provides additional information regarding nonperforming assets.

47

The methodology used for the determination of the allowance for loan losses at December 31, 2019, 2018, and 2017 was generally comparable. 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 by loan segment. Loans are segmented 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, credit quality, and industry classifications. Loans that have been criticized are considered to have a higher risk of default than non-criticized loans, as circumstances were present to support the lower loan grade, warranting higher loss factors. The loss factors applied in the methodology are periodically re-evaluated and adjusted to reflect changes in historical loss levels or other risks. Additionally, management allocates allowance for loan losses to absorb losses that may not be provided for by the other components due to qualitative 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 16.

48

Table 14 Allowance for Credit Losses

	Years Ended December 31,
($ in Thousands)	2019		2018		2017		2016		2015
Allowance for loan losses
Balance at beginning of period	$	238,023	$	265,880	$	278,335	$	274,264	$	266,302
Provision for loan losses	18,500		2,500		27,000		69,000		38,000
Loans charged off
Commercial and industrial	(63,315)		(30,837)		(44,533)		(71,016)		(27,687)
Commercial real estate — owner occupied	(222)		(1,363)		(344)		(512)		(2,645)
Commercial and business lending	(63,537)		(32,200)		(44,877)		(71,528)		(30,332)
Commercial real estate — investor	—		(7,914)		(991)		(1,504)		(4,645)
Real estate construction	(60)		(298)		(604)		(558)		(750)
Commercial real estate lending	(60)		(8,212)		(1,595)		(2,062)		(5,395)
Total commercial	(63,597)		(40,412)		(46,472)		(73,590)		(35,727)
Residential mortgage	(3,322)		(1,627)		(2,611)		(4,332)		(5,636)
Home equity	(1,846)		(3,236)		(2,724)		(4,686)		(7,048)
Other consumer	(5,548)		(5,261)		(4,439)		(3,831)		(3,869)
Total consumer	(10,716)		(10,124)		(9,774)		(12,849)		(16,553)
Total loans charged off	(74,313)		(50,536)		(56,246)		(86,439)		(52,280)
Recoveries of loans previously charged off
Commercial and industrial	11,875		13,714		11,465		14,543		9,821
Commercial real estate — owner occupied	2,795		639		173		74		921
Commercial and business lending	14,670		14,353		11,638		14,617		10,742
Commercial real estate — investor	31		668		242		1,624		4,157
Real estate construction	302		446		74		203		2,268
Commercial real estate lending	333		1,114		316		1,827		6,425
Total commercial	15,003		15,467		11,954		16,444		17,167
Residential mortgage	692		1,271		927		755		1,077
Home equity	2,599		2,628		3,194		3,491		3,233
Other consumer	868		812		716		820		765
Total consumer	4,158		4,712		4,837		5,066		5,075
Total recoveries	19,161		20,179		16,791		21,510		22,242
Net (charge offs) recoveries	(55,152)		(30,358)		(39,455)		(64,929)		(30,038)
Balance at end of period	$	201,371	$	238,023	$	265,880	$	278,335	$	274,264
Allowance for unfunded commitments
Balance at beginning of period	$	24,336	$	24,400	$	25,400	$	24,400	$	24,900
Provision for unfunded commitments	(2,500)		(2,500)		(1,000)		1,000		(500)
Amount recorded at acquisition	70		2,436		—		—		—
Balance at end of period	$	21,907	$	24,336	$	24,400	$	25,400	$	24,400
Allowance for credit losses(a)	$	223,278	$	262,359	$	290,280	$	303,735	$	298,664
Provision for credit losses(b)	$	16,000	$	—	$	26,000	$	70,000	$	37,500

49

Table 14 Allowance for Credit Losses (continued)

	Years Ended December 31,
($ in Thousands)	2019			2018			2017			2016			2015
Net loan (charge offs) recoveries
Commercial and industrial	$	(51,441)		$	(17,123)		$	(33,068)		$	(56,473)		$	(17,866)
Commercial real estate — owner occupied	2,573			(724)			(171)			(438)			(1,724)
Commercial and business lending	(48,868)			(17,848)			(33,239)			(56,911)			(19,590)
Commercial real estate — investor	31			(7,246)			(749)			120			(488)
Real estate construction	243			149			(530)			(355)			1,518
Commercial real estate lending	274			(7,098)			(1,279)			(235)			1,030
Total commercial	(48,594)			(24,946)			(34,518)			(57,146)			(18,560)
Residential mortgage	(2,630)			(355)			(1,684)			(3,577)			(4,559)
Home equity	753			(608)			470			(1,195)			(3,815)
Other consumer	(4,681)			(4,448)			(3,723)			(3,011)			(3,104)
Total consumer	(6,558)			(5,412)			(4,937)			(7,783)			(11,478)
Total net (charge offs) recoveries	$	(55,152)		$	(30,358)		$	(39,455)		$	(64,929)		$	(30,038)
Ratios
Allowance for loan losses to total loans	0.88		%	1.04		%	1.28		%	1.39		%	1.47		%
Allowance for loan losses to net charge offs (annualized)	3.7x			7.8x			6.7x			4.3x			9.1x

(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.

Table 15 Net (Charge Offs) Recoveries^(a)

	Years Ended December 31,
(In Basis Points)	2019	2018	2017	2016	2015
Net loan (charge offs) recoveries
Commercial and industrial	(68)	(25)	(52)	(87)	(29)
Commercial real estate — owner occupied	28	(9)	(2)	(5)	(18)
Commercial and business lending	(58)	(23)	(46)	(77)	(28)
Commercial real estate — investor	—	(18)	(2)	—	(2)
Real estate construction	2	1	(3)	(3)	14
Commercial real estate lending	1	(13)	(3)	—	2
Total commercial	(36)	(19)	(28)	(47)	(16)
Residential mortgage	(3)	—	(2)	(6)	(8)
Home equity	9	(6)	5	(12)	(37)
Other consumer	(132)	(119)	(99)	(74)	(72)
Total consumer	(7)	(6)	(6)	(10)	(16)
Total net (charge offs) recoveries	(24)	(13)	(19)	(33)	(16)

N/M = Not Meaningful

(a) Ratio of net charge offs to average loans by loan type

Notable Contributions to the Change in the Allowance for Credit Losses

•At December 31, 2019, net charge offs of $55 million included $44 million of oil and gas charge offs and $11 million of net charge offs from all other portfolio categories. See Tables 14, 15 and 16 for additional information regarding the activity in the allowance for loan losses. See also oil and gas lending within the Credit Risk section for additional information.

•Total loans decreased $119 million, or 1%, from December 31, 2018, primarily driven by the sale of approximately $240 million of portfolio mortgages during the third quarter of 2019, which was partially offset by $116 million in loans acquired during the second quarter of 2019 from the Huntington branch acquisition. See section Loans for additional information on the changes in the loan portfolio and see section Credit Risk for discussion about credit risk management for each loan type.

•Total nonaccrual loans decreased $10 million from December 31, 2018, primarily driven by a $12 million nonaccrual loan sale that occurred during the third quarter of 2019. See also Note 4 Loans of the notes to consolidated financial statements and section Nonperforming Assets for additional disclosures on the changes in asset quality.

50

•The allowance for loan losses attributable to oil and gas related credits (included within the commercial and industrial allowance for loan losses) was $12 million for both December 31, 2019 and December 31, 2018, respectively.

Table 16 Allocation of the Allowance for Loan Losses

	As of December 31,
($ in Thousands)	2019				2018				2017				2016				2015
			(a)				(a)				(a)				(a)				(a)
Commercial and industrial	$	91,133	1.24	%	$	108,835	1.47	%	$	123,068	1.92	%	$	140,126	2.16	%	$	129,959	2.10	%
Commercial real estate — owner occupied	10,284		1.13	%	9,255		1.01	%	10,352		1.29	%	14,034		1.56	%	18,680		2.03	%
Commercial and business lending	101,417		1.23	%	118,090		1.42	%	133,420		1.85	%	154,160		2.09	%	148,639		2.09	%
Commercial real estate — investor	40,514		1.07	%	40,844		1.09	%	41,059		1.24	%	45,285		1.27	%	43,018		1.33	%
Real estate construction	24,915		1.75	%	28,240		2.12	%	34,370		2.37	%	26,932		1.88	%	25,266		2.17	%
Commercial real estate lending	65,428		1.25	%	69,084		1.36	%	75,429		1.58	%	72,217		1.44	%	68,284		1.55	%
Total commercial	166,846		1.24	%	187,174		1.40	%	208,849		1.74	%	226,377		1.83	%	216,923		1.89	%
Residential mortgage	16,960		0.21	%	25,595		0.31	%	29,607		0.39	%	27,046		0.43	%	28,261		0.49	%
Home equity	10,926		1.28	%	19,266		2.15	%	22,126		2.50	%	20,364		2.18	%	23,555		2.34	%
Other consumer	6,639		1.89	%	5,988		1.65	%	5,298		1.37	%	4,548		1.15	%	5,525		1.32	%
Total consumer	34,525		0.37	%	50,849		0.53	%	57,031		0.65	%	51,958		0.68	%	57,341		0.80	%
Total allowance for loan losses	$	201,371	0.88	%	$	238,023	1.04	%	$	265,880	1.28	%	$	278,335	1.39	%	$	274,264	1.47	%

(a) Allowance for loan losses category as a percentage of total loans by category.

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 processes, 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 examinations.

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 its role in balance sheet and capital management. The Corporation classifies its investment securities as available for sale, held to maturity, or equity securities on the consolidated balance sheets at the time of purchase or adoption of a new accounting standard. Securities classified as available for sale may be sold from time to time in order to help manage interest rate risk, liquidity, credit quality, capital levels, or to take advantage of relative value opportunities in the marketplace. Investment securities classified as available for sale are carried at fair value on the consolidated balance sheets, while investment securities classified as held to maturity are carried at amortized cost on the consolidated balance sheets. Investment securities classified as equity securities are carried at fair value with changes in fair value immediately reflected in earnings for periods after December 31, 2017.

51

Table 17 Investment Securities Portfolio

	At December 31,
($ in Thousands)	2019		% of Total		2018		% of Total		2017		% of Total
Investment securities available for sale
Amortized cost
U.S. Treasury securities	$	—	—	%	$	1,000	<1%		$	1,003	<1%
Obligations of state and political subdivisions (municipal securities)	529,908		16	%	—		—	%	—		—	%
Residential mortgage-related securities
FNMA / FHLMC	131,158		4	%	296,296		7	%	457,680		11	%
GNMA	982,941		30	%	2,169,943		54	%	1,944,453		47	%
Private-label	—		—	%	1,007		<1%		1,067		<1%
Commercial mortgage-related securities
FNMA / FHLMC	19,929		1	%	—		—	%	—		—	%
GNMA	1,314,836		40	%	1,273,309		32	%	1,547,173		38	%
FFELP asset-backed securities	270,178		8	%	297,347		7	%	144,322		4	%
Other debt securities	3,000		<1 %		3,000		<1%		3,200		<1%
Equity securities(a)	—		—	%	—		—	%	1,519		<1%
Total amortized cost	$	3,251,950	100	%	$	4,041,902	100	%	$	4,100,417	100	%
Fair value
U.S. Treasury securities	$	—	—	%	$	999	<1%		$	996	<1%
Obligations of state and political subdivisions (municipal securities)	546,160		17	%	—		—	%	—		—	%
Residential mortgage-related securities
FNMA / FHLMC	132,660		4	%	295,252		7	%	464,768		11	%
GNMA	985,139		30	%	2,128,531		54	%	1,913,350		47	%
Private-label	—		—	%	1,003		<1%		1,059		<1%
Commercial mortgage-related securities
FNMA / FHLMC	21,728		1	%	—		—	%	—		—	%
GNMA	1,310,207		40	%	1,220,797		31	%	1,513,277		37	%
FFELP asset-backed securities	263,693		8	%	297,360		8	%	145,176		4	%
Other debt securities	3,000		<1 %		3,000		<1%		3,188		<1%
Equity securities(a)	—		—	%	—		—	%	1,632		<1%
Total fair value and carrying value	$	3,262,586	100	%	$	3,946,941	100	%	$	4,043,446	100	%
Net unrealized holding gains (losses)	$	10,636			$	(94,961)			$	(56,971)
Investment securities held to maturity
Amortized cost
U.S. Treasury securities	$	999	<1 %		$	—	—	%	$	—	—	%
Obligations of state and political subdivisions (municipal securities)	1,418,569		64	%	1,790,683		65	%	1,281,320		56	%
Residential mortgage-related securities
FNMA / FHLMC	81,676		4	%	92,788		3	%	40,995		2	%
GNMA	269,523		12	%	351,606		13	%	414,440		18	%
GNMA commercial mortgage-related securities	434,317		20	%	505,434		18	%	546,098		24	%
Total amortized cost and carrying value	$	2,205,083	100	%	$	2,740,511	100	%	$	2,282,853	100	%
Fair value
U.S. Treasury securities	$	1,018	< 1%		$	—	—	%	$	—	—	%
Obligations of state and political subdivisions (municipal securities)	1,487,227		65	%	1,783,659		66	%	1,292,042		56	%
Residential mortgage-related securities
FNMA / FHLMC	83,420		4	%	91,162		3	%	40,904		2	%
GNMA	270,296		12	%	345,035		13	%	410,740		18	%
GNMA commercial mortgage-related securities	434,503		19	%	490,414		18	%	539,888		24	%
Total fair value	$	2,276,465	100	%	$	2,710,271	100	%	$	2,283,574	100	%
Net unrealized holding gains (losses)	$	71,381			$	(30,240)			$	721
Equity securities
Equity securities carrying value and fair value(a)	$	15,090	100	%	$	1,568	100	%	$	—	—	%

(a) As a result of the adoption of ASU 2016-01 effective January 1, 2018, equity securities are no longer presented within available for sale securities and are now presented as equity securities.

52

At December 31, 2019, the Corporation’s investment securities portfolio did not contain securities of any single non-government or non-GSE 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 $196 million.

The Corporation did not recognize any credit-related other-than-temporary impairment write-downs during 2019, 2018, or 2017. 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.

Available for Sale

Agency Residential and Agency Commercial Mortgage-Related Securities: Residential and commercial mortgage-related securities include predominantly GNMA, FNMA, and FHLMC mortgage-backed securities and CMOs. The fair value of these mortgage-related securities is subject to inherent risks, such as prepayment risk and interest rate changes. The Corporation regularly assesses valuation of these securities.

Municipal Securities: The municipal securities relate to various state and political subdivisions and school districts. The municipal securities portfolio is regularly assessed for credit quality and deterioration. The Corporation made a one-time election during the third quarter of 2019 to transfer municipal securities with an amortized cost of $692 million from held to maturity to available for sale, as permitted by the adoption of ASU 2019-04.

FFELP Asset-Backed Securities: FFELP asset-backed securities are collateralized with government guaranteed student loans.

Other Debt Securities: Other debt securities are primarily comprised of debt securities that mature within 3 years and have a rating of A.

Held to Maturity

Municipal Securities: The municipal securities relate to various state and political subdivisions and school districts. The municipal securities portfolio is regularly assessed for credit quality and deterioration.

Agency Residential Mortgage-Related Securities: The mortgage-related securities in held to maturity are comprised of select CRA mortgage-backed securities and select CMOs.

GNMA Commercial Mortgage-Related Securities: The commercial mortgage-related securities issued by GNMA are classified in held to maturity when a component qualifies for CRA purposes.

Equity Securities

Equity Securities with Readily Determinable Fair Values: The Corporation's portfolio of equity securities with readily determinable fair values is primarily comprised of CRA Qualified Investment mutual funds.

Equity Securities without Readily Determinable Fair Values: The Corporation's portfolio of equity securities without readily determinable fair values consists of 77,000 Visa Class B restricted shares that the Corporation received in 2008 as part of Visa's initial public offering.

Regulatory Stock (FHLB and Federal Reserve System)

In addition to the available for sale, held to maturity, and equity 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 member banks 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.

53

Table 18 Investment Securities Portfolio Maturity Distribution^(a)

	December 31, 2019
($ in Thousands)	Amortized Cost		Fair Value		Yield(b)
Available for sale securities
Obligations of state and political subdivisions (municipal securities)
Within one year	$	1,795	$	1,800	4.65	%
After one but within five years	30,399		30,901		3.21	%
After five years but within ten years	317,292		326,361		3.28	%
After ten years	180,422		187,098		3.52	%
Total obligations of state and political subdivisions (municipal securities)	$	529,908	$	546,160	3.37	%
Agency residential mortgage-related securities
Within one year	$	8,113	$	8,140	3.29	%
After one but within five years	1,060,849		1,064,496		2.46	%
After five years but within ten years	45,137		45,163		2.34	%
Total agency residential mortgage-related securities	$	1,114,100	$	1,117,799	2.46	%
Agency commercial mortgage-related securities
Within one year	$	20,211	$	20,225	2.66	%
After one but within five years	545,064		541,975		2.29	%
After five years but within ten years	769,490		769,735		2.58	%
Total agency commercial mortgage-related securities	$	1,334,765	$	1,331,935	2.46	%
FFELP asset-backed securities
Within one year	$	45,862	$	44,877	2.70	%
After five years but within ten years	224,316		218,815		2.59	%
Total FFELP asset-backed securities	$	270,178	$	263,693	2.61	%
Other debt securities
Within one year	$	1,000	$	1,000	2.39	%
After one but within five years	2,000		2,000		3.18	%
Total other debt securities	$	3,000	$	3,000	2.91	%
Total available for sale securities	$	3,251,950	$	3,262,586	2.62	%
Held to maturity securities
U. S. Treasury securities
After one but within five years	$	999	$	1,018	2.56	%
Total U. S. Treasury securities	$	999	$	1,018	2.56	%
Obligations of state and political subdivisions (municipal securities)
Within one year	$	29,033	$	29,218	4.23	%
After one but within five years	81,024		82,227		3.79	%
After five years but within ten years	136,138		140,704		3.72	%
After ten years	1,172,373		1,235,077		4.06	%
Total obligations of state and political subdivisions (municipal securities)	$	1,418,569	$	1,487,227	4.02	%
Agency residential mortgage-related securities
Within one year	$	53	$	54	5.82	%
After one but within five years	229,088		229,379		2.22	%
After five years but within ten years	80,386		81,936		3.11	%
After ten years	41,672		42,348		3.21	%
Total agency residential mortgage-related securities	$	351,198	$	353,717	2.54	%
GNMA commercial mortgage-related securities
After one but within five years	$	325,738	$	329,317	2.18	%
After five years but within ten years	108,579		105,186		1.89	%
Total GNMA commercial mortgage-related securities	$	434,317	$	434,503	2.11	%
Total held to maturity securities	$	2,205,083	$	2,276,465	3.40	%
Equity securities
Equity securities with readily determinable fair values	$	1,646	$	1,646	—	%
Equity securities without readily determinable fair values	13,444		13,444		—	%
Total equity securities	$	15,090	$	15,090	—	%

(a) 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.

(b) Yields on tax-exempt securities are computed on a fully tax-equivalent basis using a tax rate of 21% and are net of the effects of certain disallowed interest deductions.

54

Analysis of Deposits and Funding

Deposits and Customer Funding

The following table summarizes the composition of our deposits and customer funding:

Table 19 Period End Deposit and Customer Funding Composition

	As of December 31,
($ in Thousands)	2019		2018		2017
Noninterest-bearing demand	$	5,450,709	$	5,698,530	$	5,478,416
Savings	2,735,036		2,012,841		1,524,992
Interest-bearing demand	5,329,717		5,336,952		4,603,157
Money market	7,640,798		9,033,669		8,830,328
Brokered CDs	5,964		192,234		18,609
Other time	2,616,839		2,623,167		2,330,460
Total deposits	23,779,064		24,897,393		22,785,962
Customer funding(a)	103,113		137,364		250,332
Total deposits and customer funding	$	23,882,177	$	25,034,757	$	23,036,294
Network transaction deposits(b)	$	1,336,286	$	2,276,296	$	2,520,968
Brokered CDs	5,964		192,234		18,609
Total network and brokered funding	1,342,250		2,468,530		2,539,577
Net deposits and customer funding (total deposits and customer funding, excluding Brokered CDs and network transaction deposits)	$	22,539,927	$	22,566,227	$	20,496,717

(a) Securities sold under agreement to repurchase and commercial paper.

(b) Included above in interest-bearing demand and money markets.

•Deposits are the Corporation's largest source of funds.

•Total deposits decreased $1.1 billion, or 4%, from December 31, 2018 in conjunction with the Corporation's deleveraging strategy. On June 14, 2019, the Corporation assumed $725 million in deposits from the Huntington branch acquisition. As a result of the acquisition, the Corporation was able to reduce higher cost brokered CDs and network deposits.

•Non-maturity deposit accounts comprised of savings, money market, and demand (both interest and non-interest bearing demand) accounts, accounted for 89% of our total deposits at December 31, 2019.

•Included in the above amounts were $1.3 billion of network deposits, a decrease of $940 million, or 41%, from December 31, 2018. These deposits are primarily sourced from other financial institutions and intermediaries. Network deposits represented 6% of our deposits at December 31, 2019, which was down from 9% of our deposits at December 31, 2018.

Table 20 Maturity Distribution-Certificates of Deposit and Other Time Deposits of $100,000 or More

	As of December 31, 2019
($ in Thousands)	Certificates of Deposit		Other Time Deposits		Total Certificates of Deposits and Other Time Deposits
Three months or less	$	212,176	$	228,336	$	440,512
Over three months through six months	151,191		127,234		278,424
Over six months through twelve months	203,497		158,057		361,554
Over twelve months	179,001		86,862		265,864
Total	$	745,865	$	600,489	$	1,346,354

•Selected period end deposit information is detailed in Note 8 Deposits of the notes to consolidated financial statements, including a maturity distribution of all time deposits at December 31, 2019. See Table 2 for additional information on average deposit balances and deposit rates.

55

Other Funding Sources

Short-Term Funding: Short-term funding is comprised of federal funds purchased, securities sold under agreements to repurchase, and commercial paper. Many short-term funding sources are expected to be reissued and, therefore, do not represent an immediate need for cash. Short-term funding sources at December 31, 2019 were $465 million, an increase of $308 million from December 31, 2018. The increase in short-term funding was primarily due to an increase in federal funds purchased.

Long-Term Funding: Long-term funding is comprised of senior notes, subordinated notes, and finance leases. Long-term funding at December 31, 2019 was $549 million, a decrease of $246 million from December 31, 2018, primarily due to the redemption of $250 million of senior notes on October 15, 2019.

FHLB Advances: FHLB advances are comprised of short-term FHLB advances (with original contractual maturities of one year or less) and long-term FHLB advances (with original contractual maturities greater than one year). FHLB advances at December 31, 2019 were $3.2 billion, down $393 million from December 31, 2018, primarily due to a decrease in short-term FHLB advances.

See Note 9 Short- and Long-Term Funding of the notes to consolidated financial statements for additional information on short-term funding, long-term funding, and FHLB advances. See Table 2 for additional information on average funding and rates.

Liquidity

The objective of liquidity risk 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. The Corporation’s liquidity risk management process is designed to identify, measure, and manage the Corporation’s funding and liquidity risk to meet its daily funding needs in the ordinary course of business, as well as to address expected and unexpected changes in its funding requirements. The Corporation engages in various activities to manage its liquidity risk, including diversifying its funding sources, stress testing, and holding readily-marketable assets which can be used as a source of liquidity, if needed.

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, the Corporation also reviews static measures such as deposit funding as a percent of total assets and liquid asset levels. Strong capital ratios, credit quality, and core earnings are also essential to maintaining cost effective access to wholesale funding markets. At December 31, 2019, the Corporation was in compliance with its internal liquidity objectives and has sufficient asset based liquidity to meet its obligations even under a stressed scenario.

The Corporation maintains diverse and readily available liquidity sources, including:

•Investment securities, which are an important tool to the Corporation’s liquidity objective and can be pledged or sold to enhance liquidity, if necessary. See Note 3 Investment Securities of the notes to consolidated financial statements for additional information on the Corporation's investment securities portfolio, including pledged investment securities.

•Pledgeable loan collateral, which is eligible collateral with both the Federal Reserve Bank and the FHLB under established lines of credit. Based on the amount of collateral pledged, the FHLB established a collateral value from which the Bank may draw advances against the collateral. The collateral is also used to enable the FHLB to issue letters of credit in favor of public fund depositors of the Bank. As of December 31, 2019, the Bank had $4.3 billion available for future advances. The Federal Reserve Bank also establishes a collateral value of assets to support borrowings from the discount window. As of December 31, 2019, the Bank had $1.2 billion available for discount window borrowings.

•A $200 million Parent Company commercial paper program, of which $32 million was outstanding at December 31, 2019.

•Dividends and service fees from subsidiaries, as well as the proceeds from issuance of capital, are also funding sources for the Parent Company.

•Equity issuances by the Parent Company; the Corporation has filed a shelf registration statement 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.

56

•Other issuances by the Parent Company; the Corporation also has filed a universal shelf registration statement with the SEC, under which the Parent Company may offer the following securities, either separately or in units: debt securities, preferred stock, depositary shares, common stock, and warrants.

•Bank issuances; the Bank may also issue institutional certificates of deposit, network transaction deposits, and brokered certificates of deposit.

•Global Bank Note Program issuances; the Bank has implemented the program pursuant to which it may from time to time offer up to $2.0 billion aggregate principal amount of its unsecured senior and subordinated notes. In August 2018, the Bank issued $300 million of senior notes, due August 2021, and callable July 2021.

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. 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. The credit ratings of the Parent Company and the Bank at December 31, 2019 are displayed below:

Table 21 Credit Ratings

	Moody’s	S&P(a)
Bank short-term deposits	P-1	—
Bank long-term deposits/issuer	A1	BBB+
Corporation commercial paper	P-2	—
Corporation long-term senior debt/issuer	Baa1	BBB
Outlook	Stable	Stable

(a) Standard and Poor's

For the year ended December 31, 2019, net cash provided by operating and investing activities was $574 million and $1.6 billion, respectively, while financing activities used net cash of $2.5 billion, for a net decrease in cash, cash equivalents, and restricted cash of $288 million since year-end 2018. During 2019, total assets decreased to $32.4 billion, down $1.2 billion, or 4%, compared to year-end 2018, primarily due to net decreases of $1.2 billion in investment securities. On the funding side, deposits decreased $1.1 billion while funding, including short-term, long-term, and FHLB advances, was down $332 million. On June 14, 2019, the Corporation assumed $725 million of deposits from the Huntington branch acquisition. As a result of the acquisition, the Corporation was able to reduce higher cost brokered CDs and network deposits. The decrease in short-term, long-term, and FHLB advances was driven by the Corporation's redemption of $250 million in senior notes on October 15, 2019.

For the year ended December 31, 2018, net cash provided by operating and financing activities was $497 million and $45 million, respectively, while investing activities used net cash of $381 million, for a net increase in cash, cash equivalents, and restricted cash of $161 million since year-end 2017. During 2018, total assets increased to $33.6 billion, up $3.2 billion, or 10%, compared to year-end 2017, primarily due to a $2.2 billion net increase in loans, of which $1.9 billion was from the Bank Mutual acquisition. On the funding side, deposits increased $2.1 billion while funding, including short-term, long-term, and FHLB advances, was up $453 million, of which $1.8 billion and $432 million were from the Bank Mutual acquisition, 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 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.

57

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 the Corporation's risk appetite for interest rate risk over both short-term and long-term horizons. No interest rate limit breaches occurred during 2019.

The major sources of the Corporation's 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 are employed by management to understand NII at risk, interest rate sensitive EAR, and MVE at risk. The Corporation’s interest rate risk profile is such that a higher or steeper yield curve adds to income while a flatter yield curve is relatively neutral, and a lower or inverted yield curve generally has a negative impact on earnings. The Corporation's EAR profile is slightly asset sensitive at December 31, 2019.

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 NII 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 gradual moves in benchmark interest rates from a baseline scenario over 12 months. 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. While a gradual shift in interest rates was used in this analysis to provide an estimate of exposure under a probable scenario, an instantaneous shift in interest rates would have a much more significant impact.

Table 22 Estimated % Change in Rate Sensitive EAR Over 12 Months

	Dynamic Forecast December 31, 2019		Static Forecast December 31, 2019		Dynamic Forecast December 31, 2018		Static Forecast December 31, 2018
Gradual Rate Change
100 bp increase in interest rates	4.0	%	3.7	%	2.5	%	2.7	%
200 bp increase in interest rates	7.4	%	6.7	%	5.8	%	5.4	%

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. Unlike the NII simulation, MVE uses instantaneous changes in rates. Additionally, 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, 2019, the MVE profile

58

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

Table 23 Market Value of Equity Sensitivity

	December 31, 2019		December 31, 2018
Instantaneous Rate Change
100 bp increase in interest rates	(0.5)	%	(2.0)	%
200 bp increase in interest rates	(2.2)	%	(4.5)	%

The decrease in MVE sensitivity from December 31, 2018 was primarily attributable to the lower rate environment. 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 changes in 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.

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

The following table summarizes significant contractual obligations and other commitments at December 31, 2019, at those amounts contractually due to the recipient, including any unamortized premiums or discounts, hedge basis adjustments, or other similar carrying value adjustments.

Table 24 Contractual Obligations and Other Commitments

December 31, 2019	Note Reference	One Year or Less		One to Three Years		Three to Five Years		Over Five Years		Total
	($ in Thousands)
Time deposits	8	$	1,947,004	$	574,922	$	100,538	$	340	$	2,622,803
Short-term funding	9	465,113		—		—		—		465,113
FHLB advances	9	605,056		518,254		453,166		1,604,491		3,180,967
Long-term funding	9	39		298,640		79		250,585		549,343
Operating leases(a)	7	10,662		17,990		10,613		16,316		55,580
Commitments to extend credit	14 & 16	4,044,363		3,193,685		1,907,405		141,959		9,287,412
Total		$	7,072,237	$	4,603,491	$	2,471,801	$	2,013,691	$	16,161,218

(a) Undiscounted operating lease liability

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. 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.

As of December 31, 2019, the net liability for uncertainty in income taxes, including associated interest and penalties, was $2 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 24. 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 GAAP, are either not recorded on the consolidated balance sheets or are recorded on the consolidated balance sheets in amounts that differ from the full contract or notional amounts.

59

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 Legal Proceedings 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 24. For further information and discussion of derivative contracts, see 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 Legal Proceedings 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 tax credit projects. See Note 16 Commitments, Off-Balance Sheet Arrangements, and Legal Proceedings of the notes to consolidated financial statements for additional information on these investments. The Volcker Rule prohibits IDIs 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.

Capital

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. At December 31, 2019, the capital ratios of the Corporation and its banking subsidiaries were well in excess of regulatory minimum requirements. The Corporation’s capital ratios are summarized in the following table.

Table 25 Capital Ratios

	As of December 31,
($ in Thousands)	2019			2018			2017
Risk-based Capital(a)(b)
CET1	$	2,480,698		$	2,449,721		$	2,171,508
Tier 1 capital	2,736,776			2,705,939			2,331,245
Total capital	3,208,625			3,216,575			2,848,851
Total risk-weighted assets	24,296,382			23,842,542			21,504,495
CET1 capital ratio	10.21		%	10.27		%	10.10		%
Tier 1 capital ratio	11.26		%	11.35		%	10.84		%
Total capital ratio	13.21		%	13.49		%	13.25		%
Tier 1 leverage ratio	8.83		%	8.49		%	8.03		%
Selected Equity and Performance Ratios
Total stockholders’ equity / total assets	12.11		%	11.25		%	10.63		%
Dividend payout ratio(c)	35.75		%	32.29		%	34.48		%

(a)The Federal Reserve establishes regulatory capital requirements, including well-capitalized standards for the Corporation. The Corporation follows Basel III, subject to certain transition provisions. These regulatory capital measurements are used by management, regulators, investors, and analysts to assess, monitor and compare the quality and composition of the Corporation's capital with the capital of other financial services companies.

(b) During the third quarter of 2019, the Corporation made a change in accounting policy to offset derivative assets and liabilities and cash collateral with the same counterparty where it has a legally enforceable master netting agreement in place. The change had no impact on either earnings or equity. The Corporation believes that this change is a preferable method of accounting as it provides a better reflection of the assets and liabilities on the face of the consolidated balance sheets. Adoption of this change was voluntary and has been adopted retrospectively. 2019, 2018, and 2017 total assets, risk-weighted assets and capital ratios were restated for comparability.

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

See Part II, Item 5, Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, for information on the shares repurchased during the fourth quarter of 2019.

60

Table 26 Non-GAAP Measures

	At or for the Year Ended December 31,
($ in Thousands)	2019			2018			2017			2016			2015
Selected Equity and Performance Ratios(a)(b)(c)
Tangible common equity / tangible assets	7.71		%	7.04		%	7.08		%	6.91		%	6.85		%
Return on average equity	8.44		%	9.03		%	7.23		%	6.63		%	6.50		%
Return on average tangible common equity	13.21		%	14.06		%	10.86		%	10.07		%	9.97		%
Return on average common equity Tier 1	12.59		%	13.15		%	10.43		%	9.86		%	9.88		%
Return on average assets	0.99		%	1.01		%	0.78		%	0.70		%	0.70		%
Return on average tangible assets	1.03		%	1.05		%	0.81		%	0.73		%	0.72		%
Average stockholders' equity / average assets	11.72		%	11.19		%	10.77		%	10.60		%	10.72		%
Tangible Common Equity and Common Equity Tier 1 Reconciliation(a)(b)
Common equity	$	3,665,407		$	3,524,171		$	3,077,514		$	2,931,383		$	2,815,867
Goodwill and other intangible assets, net	(1,264,531)			(1,244,859)			(991,819)			(987,328)			(985,302)
Tangible common equity	$	2,400,876		$	2,279,312		$	2,085,695		$	1,944,055		$	1,830,565
Tangible Assets Reconciliation(a)(c)
Total assets	$	32,386,478		$	33,615,122		$	30,443,626		$	29,139,315		$	27,711,835
Goodwill and other intangible assets, net	(1,264,531)			(1,244,859)			(991,819)			(987,328)			(985,302)
Tangible assets	$	31,121,947		$	32,370,263		$	29,451,807		$	28,151,987		$	26,726,533
Average Tangible Common Equity and Average Common Equity Tier 1 Reconciliation(a)(b)
Common equity	$	3,615,153		$	3,505,075		$	3,012,704		$	2,888,579		$	2,799,150
Goodwill and other intangible assets, net	(1,256,668)			(1,209,311)			(988,073)			(988,406)			(982,454)
Tangible common equity	2,358,485			2,295,764			2,024,631			1,900,173			1,816,696
Less: Accumulated other comprehensive income / loss	68,946			117,408			53,879			7,526			(9,059)
Less: Deferred tax assets / deferred tax liabilities, net	46,980			41,747			30,949			32,692			25,960
Average common equity Tier 1	$	2,474,411		$	2,454,919		$	2,109,459		$	1,940,391		$	1,833,597
Average Tangible Assets Reconciliation(a)(c)
Total assets	$	33,046,604		$	33,007,859		$	29,467,324		$	28,506,112		$	27,019,216
Goodwill and other intangible assets, net	(1,256,668)			(1,209,311)			(988,073)			(988,406)			(982,454)
Tangible assets	$	31,789,936		$	31,798,548		$	28,479,252		$	27,517,705		$	26,036,762
Efficiency Ratio Reconciliation(d)
Federal Reserve efficiency ratio	65.38		%	66.23		%	65.97		%	66.95		%	69.96		%
Fully tax-equivalent adjustment	(0.85)		%	(0.71)		%	(1.28)		%	(1.29)		%	(1.41)		%
Other intangible amortization	(0.82)		%	(0.66)		%	(0.18)		%	(0.20)		%	(0.31)		%
Fully tax-equivalent efficiency ratio	63.72		%	64.87		%	64.51		%	65.46		%	68.24		%
Acquisition related costs adjustment(e)	(0.60)		%	(2.42)		%	—		%	—		%	—		%
Fully tax-equivalent efficiency ratio, excluding acquisition related costs (adjusted efficiency ratio)	63.12		%	62.45		%	64.51		%	65.46		%	68.24		%

(a) The ratio tangible common equity to tangible assets excludes goodwill and other intangible assets, net, which is a non-GAAP financial measure. This financial measure has been included as it is considered to be a critical metric with which to analyze and evaluate financial condition and capital strength.

(b) The Federal Reserve establishes regulatory capital requirements, including well-capitalized standards for the Corporation. The Corporation follows Basel III, subject to certain transition provisions. These regulatory capital measurements are used by management, regulators, investors, and analysts to assess, monitor and compare the quality and composition of the Corporation's capital with the capital of other financial services companies.

(c) During the third quarter of 2019, the Corporation made a change in accounting policy to offset derivative assets and liabilities and cash collateral with the same counterparty where it has a legally enforceable master netting agreement in place. The change had no impact on either earnings or equity. The Corporation believes that this change is a preferable method of accounting as it provides a better reflection of the assets and liabilities on the face of the consolidated balance sheets. Adoption of this change was voluntary. Total assets and average assets for 2019, 2018, and 2017 were restated for comparability. Total assets and average assets for 2016 and 2015 have not been restated.

(d) 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 fully tax-equivalent net interest income plus noninterest income, excluding investment securities gains / losses, net. The adjusted efficiency ratio is noninterest expense (which includes the provision for unfunded commitments), excluding other intangible amortization and acquisition related costs, divided by the sum of fully tax-equivalent net interest income plus noninterest income, excluding investment securities gains / losses, net and acquisition related costs. Management believes the adjusted efficiency ratio, which adjusts net interest income for the tax-favored status of certain loans and investment securities and acquisition related costs, to be a meaningful measure as it enhances the comparability of net interest income arising from taxable and tax-exempt sources and excludes acquisition related costs.

(e) 2019 includes Huntington branch and First Staunton acquisition related costs while 2018 includes Bank Mutual acquisition related costs.

See Note 10 Stockholders' Equity and Note 19 Regulatory Matters of the notes to consolidated financial statements for additional capital disclosures.

61

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.

Funds Transfer Pricing is an important tool for managing the Corporation’s balance sheet structure and measuring risk-adjusted profitability. By appropriately allocating the cost of funding and contingent liquidity to business units, the FTP process improves product pricing which influences the volume and terms of new business and helps to optimize the risk / reward profile of the balance sheet. This process helps align the Corporation’s funding and contingent liquidity risk with its risk appetite and complements broader liquidity and interest rate risk management programs. FTP methodologies are designed to promote more resilient, sustainable business models and centralize the management of funding and contingent liquidity risks. Through FTP, the Corporation transfers these risks to a central management function that can take advantage of natural off-sets, centralized hedging activities, and a broader view of these risks across business units. The net FTP allocation is reflected as net intersegment interest income (expense) shown in Note 21 Segment Reporting of the notes to consolidated financial statements.

62

Table 27 Selected Segment Financial Data

	Year Ended December 31,									Change From Prior Year
($ in Thousands)	2019			2018			2017			% Change 2019		% Change 2018
Corporate and Commercial Specialty
Total revenue	$	427,749		$	453,578		$	409,348		(6)	%	11	%
Credit provision	52,382			44,592			42,298			17	%	5	%
Noninterest expense	156,348			160,399			156,890			(3)	%	2	%
Net income	177,809			200,737			138,505			(11)	%	45	%
Average earning assets	12,344,244			11,852,662			10,820,998			4	%	10	%
Average loans	12,339,072			11,841,818			10,811,827			4	%	10	%
Average deposits	8,265,447			8,112,430			6,938,913			2	%	17	%
Average allocated capital (Average CET1)(a)	1,243,900			1,209,558			1,117,761			3	%	8	%
Return on average allocated capital (ROCET1)(a)	14.29		%	16.60		%	12.39		%	-231 bp		421 bp
Community, Consumer, and Business
Total revenue	$	744,067		$	740,629		$	627,611		—	%	18	%
Credit provision	20,043			20,083			20,400			—	%	(2)	%
Noninterest expense	547,423			541,771			490,567			1	%	10	%
Net income	139,496			141,232			75,819			(1)	%	86	%
Average earning assets	10,286,275			10,336,105			9,456,549			—	%	9	%
Average loans	10,283,258			10,332,665			9,452,253			—	%	9	%
Average deposits	14,403,547			13,623,852			11,711,407			6	%	16	%
Average allocated capital (Average CET1)(a)	641,986			653,354			586,417			(2)	%	11	%
Return on average allocated capital (ROCET1)(a)	21.73		%	21.62		%	12.93		%	11 bp		869 bp
Risk Management and Shared Services
Total revenue	$	44,682		$	40,941		$	36,941		9	%	11	%
Credit provision	(56,425)			(64,675)			(36,698)			(13)	%	76	%
Noninterest expense (b)	90,217			119,629			61,677			(25)	%	94	%
Net income	9,484			(8,407)			14,941			N/M		N/M
Average earning assets	7,190,310			7,861,026			6,722,337			(9)	%	17	%
Average loans	500,468			543,814			328,303			(8)	%	66	%
Average deposits	2,066,613			2,335,768			3,273,282			(12)	%	(29)	%
Average allocated capital (Average CET1)(a)	588,525			592,006			405,281			(1)	%	46	%
Return on average allocated capital (ROCET1)(a)	(0.97)		%	(3.24)		%	1.38		%	227 bp		-462 bp
Consolidated Total
Total revenue	$	1,216,498		$	1,235,148		$	1,073,900		(2)	%	15	%
Return on average allocated capital (ROCET1)(a)	12.59		%	13.15		%	10.43		%	-56 bp		272 bp

N/M = Not Meaningful

(a) The Federal Reserve establishes capital adequacy requirements for the Corporation, including common equity Tier 1. For segment reporting purposes, the return on common equity Tier 1 ("ROCET1") reflects return on average allocated common equity Tier 1. 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. Please refer to Table 26 for a reconciliation of non-GAAP financial measures to GAAP financial measures.

(b) For the years ended December 31, 2019, 2018 and 2017, the Risk Management and Shared Services segment included approximately $7 million, $29 million and zero respectively, of acquisition related noninterest expense.

Segment Review 2019 Compared to 2018

The Corporate and Commercial Specialty segment consists of lending and deposit solutions to larger businesses, developers, not-for-profits, municipalities, financial institutions, and the support to deliver, fund, and manage such banking solutions.

• The Corporate and Commercial Specialty segment had net income of $178 million in 2019, down $23 million compared to $201 million in 2018.

•Segment revenue decreased $26 million to $428 million in 2019, compared to $454 million in 2018, driven by higher FTP charges without a corresponding increase in interest revenue due to lower prepayments and accretion income from the Bank Mutual portfolio in 2018.

•Credit provision increased $8 million to $52 million in 2019, compared to $45 million in 2018, primarily due to oil and gas loans, partially offset by improving credit quality in other commercial loan portfolios.

63

•Average loan balances were $12.3 billion for 2019, up $497 million from an average balance of $11.8 billion for 2018, largely due to growth in commercial and business lending loans.

•Average deposit balances were $8.3 billion for 2019, up $153 million from average deposits of $8.1 billion in 2018.

The Community, Consumer, and Business segment consists of lending and deposit solutions to individuals and small to mid-sized businesses, and also provides a variety of investment and fiduciary products and services.

•The Community, Consumer, and Business segment had net income of $139 million in 2019, down $2 million compared to $141 million in 2018.

•Segment revenue increased $3 million to $744 million in 2019 due to an increase in mortgage banking revenue, partially offset by a decrease in segment net interest income.

•Average deposit balances were $14.4 billion in 2019, up $780 million from average deposits of $13.6 billion in 2018, primarily driven by the Huntington branch acquisition.

The Risk Management and Shared Services segment includes key shared Corporate functions, Parent Company activity, intersegment eliminations, and residual revenues and expense.

•The Risk Management and Shared Services segment had net income of $9 million in 2019, up $18 million compared to a net loss of $8 million in 2018.

•Segment revenue increased $4 million to $45 million in 2019, primarily driven by gains on sales of securities as a result of the Corporation's ongoing investment securities portfolio restructuring and deleveraging strategy, partially offset by a decrease in segment net interest income. The decrease in segment net interest income was driven by higher FHLB advance and network transaction deposit costs.

•Noninterest expense decreased $29 million in 2019 compared to 2018, primarily due to lower acquisition related costs and certain unallocated expenses. Acquisition related costs of $7 million related to the Huntington branch and First Staunton acquisitions were incurred during 2019, compared to acquisition related expenses of $29 million related to the Bank Mutual acquisition in 2018.

•Average earning asset balances were $7.2 billion for 2019, down $671 million from an average balance of $7.9 billion in 2018, driven by the Corporation's ongoing investment securities portfolio restructuring and deleveraging strategy.

•Average deposits were $2.1 billion in 2019, down $269 million from 2018, primarily driven by a decrease in network transaction deposits.

64

Table 28 Selected Quarterly Financial Data

The following is selected financial data summarizing the results of operations for each quarter in the years ended December 31, 2019 and 2018:

	2019 Quarters Ended
(In Thousands, except per common share data)	December 31		September 30		June 30		March 31
Net interest income	$	200,142	$	206,365	$	213,619	$	215,547
Provision for credit losses	—		2,000		8,000		6,000
Income before income taxes	89,467		104,286		103,678		109,078
Net income available to common equity	68,303		79,539		80,860		82,885
Basic earnings per common share	$	0.43	$	0.50	$	0.49	$	0.50
Diluted earnings per common share	$	0.43	$	0.49	$	0.49	$	0.50
	2018 Quarters Ended
(In Thousands, except per common share data)	December 31		September 30		June 30		March 31
Net interest income	$	223,955	$	219,392	$	226,362	$	209,871
Provision for credit losses	1,000		(5,000)		4,000		—
Income before income taxes	113,839		108,279		103,947		87,285
Net income available to common equity	85,278		83,521		86,863		67,117
Basic earnings per common share	$	0.52	$	0.49	$	0.51	$	0.41
Diluted earnings per common share	$	0.51	$	0.48	$	0.50	$	0.40

Critical Accounting Policies

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Estimates that are particularly susceptible to significant change include the determination of the allowance for loan losses, goodwill impairment assessment, MSRs valuation, and income taxes.

The consolidated financial statements of the Corporation are prepared in conformity with U.S. GAAP 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. 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 2019, utilizing a qualitative assessment. See Note 1 Summary of Significant Accounting Policies of the notes to consolidated financial statements for the Corporation's accounting policy on goodwill and see Note 5 Goodwill and Other Intangible Assets of the

65

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 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 2019 impairment testing that have changed the Corporation's impairment assessment conclusion. There was no impairment charges recorded in 2019, 2018, or 2017.

Mortgage Servicing Rights Valuation:  The fair value of the Corporation’s MSRs asset is important to the presentation of the consolidated financial statements since the MSRs are carried on the consolidated balance sheets at the lower of amortized cost or estimated fair value. MSRs 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 MSRs. 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 MSRs for purposes of measuring impairment. The Corporation periodically reviews the assumptions underlying the valuation of MSRs. While the Corporation believes that the values produced by the discounted cash flow model are indicative of the fair value of its MSRs 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 MSRs 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 MSRs asset at December 31, 2019, (holding all other factors unchanged), if refinance rates were to decrease 50 bp, the estimated value of the MSRs asset would have been approximately $14 million, or 20%, lower. Conversely, if refinance rates were to increase 50 bp, the estimated value of the MSRs asset would have been approximately $15 million, or 20%, higher. However, the Corporation’s potential recovery recognition due to valuation improvement is limited to the balance of the MSRs valuation reserve, which was approximately $302,000 at December 31, 2019. 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, MSRs are carried at the lower of the initial capitalized amount, net of accumulated amortization, or estimated fair value. Therefore, the MSRs asset may only be marked up to the extent of the previously recognized valuation reserve. The Corporation believes the MSRs asset is properly recorded on the consolidated balance sheets. See Note 1 Summary of Significant Accounting Policies and Note 5 Goodwill and Other Intangible Assets of the notes to consolidated financial statements.

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 DTAs. 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, net of the existing valuation allowances at December 31, 2019 and 2018. However, there is no guarantee that the tax benefits associated with the DTAs will be fully realized. The Corporation believes the tax assets and liabilities are properly recorded on the consolidated balance sheets. See Note 13 Income Taxes of the notes to consolidated financial statements and section Income Taxes.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

Information required by this item is set forth in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, under the captions Quantitative and Qualitative Disclosures about Market Risk and Interest Rate Risk.

66

ITEM 8. Financial Statements and Supplementary Data

ASSOCIATED BANC-CORP

Consolidated Balance Sheets

	December 31,
(In Thousands, except share and per share data)	2019		2018
Assets
Cash and due from banks	$	373,380	$	507,187
Interest-bearing deposits in other financial institutions	207,624		221,226
Federal funds sold and securities purchased under agreements to resell	7,740		148,285
Investment securities held to maturity, at amortized cost	2,205,083		2,740,511
Investment securities available for sale, at fair value	3,262,586		3,946,941
Equity securities	15,090		1,568
Federal Home Loan Bank and Federal Reserve Bank stocks, at cost	227,347		250,534
Residential loans held for sale	136,280		64,321
Commercial loans held for sale	15,000		14,943
Loans	22,821,440		22,940,429
Allowance for loan losses	(201,371)		(238,023)
Loans, net	22,620,068		22,702,406
Bank and corporate owned life insurance	671,948		663,203
Tax credit and other investments	279,969		161,181
Premises and equipment, net	435,284		363,225
Goodwill	1,176,230		1,169,023
Mortgage servicing rights, net	67,306		68,193
Other intangible assets, net	88,301		75,836
Other assets(a)	597,242		516,538
Total assets	$	32,386,478	$	33,615,122
Liabilities and stockholders' equity
Noninterest-bearing demand deposits	$	5,450,709	$	5,698,530
Interest-bearing deposits	18,328,355		19,198,863
Total deposits	23,779,064		24,897,393
Federal funds purchased and securities sold under agreements to repurchase	433,097		111,651
Commercial paper	32,016		45,423
FHLB advances	3,180,967		3,574,371
Other long-term funding	549,343		795,611
Accrued expenses and other liabilities(a)	489,868		409,787
Total liabilities	28,464,355		29,834,235
Stockholders’ equity
Preferred equity	256,716		256,716
Common equity
Common stock	1,752		1,752
Surplus	1,716,431		1,712,615
Retained earnings	2,380,867		2,181,414
Accumulated other comprehensive income (loss)	(33,183)		(124,972)
Treasury stock, at cost	(400,460)		(246,638)
Total common equity	3,665,407		3,524,171
Total stockholders’ equity	3,922,124		3,780,888
Total liabilities and stockholders’ equity	$	32,386,478	$	33,615,122
Preferred shares authorized (par value $1.00 per share)	750,000		750,000
Preferred shares issued and outstanding	264,458		264,458
Common shares authorized (par value $0.01 per share)	250,000,000		250,000,000
Common shares issued	175,216,409		175,216,409
Common shares outstanding	157,171,247		164,440,471

Numbers may not sum due to rounding.

(a) During the third quarter of 2019, the Corporation made a change in accounting policy to offset derivative assets and liabilities and cash collateral with the same counterparty where it has a legally enforceable master netting agreement in place. The change had no impact on either earnings or equity. The Corporation believes that this change is a preferable method of accounting as it provides a better reflection of the assets and liabilities on the face of the consolidated balance sheets. Adoption of this change was voluntary and has been adopted retrospectively with all prior periods presented herein revised.

See accompanying notes to consolidated financial statements.

67

ASSOCIATED BANC-CORP

Consolidated Statements of Income

	For the Years Ended December 31,
(In Thousands, except per share data)	2019		2018		2017
Interest income
Interest and fees on loans	$	998,099	$	976,990	$	749,000
Interest and dividends on investment securities
Taxable	100,304		119,741		96,909
Tax-exempt	57,565		44,782		32,977
Other interest	16,643		12,623		7,719
Total interest income	1,172,610		1,154,137		886,605
Interest expense
Interest on deposits	237,286		176,118		94,025
Interest on federal funds purchased and securities sold under agreements to repurchase	1,579		2,006		2,527
Interest on other short-term funding	149		186		293
Interest on FHLB advances	69,816		73,668		30,364
Interest on long-term funding	28,106		22,579		18,176
Total interest expense	336,936		274,557		145,385
Net interest income	835,674		879,580		741,220
Provision for credit losses	16,000		—		26,000
Net interest income after provision for credit losses	819,674		879,580		715,220
Noninterest income
Insurance commissions and fees	89,104		89,511		81,474
Wealth management fees(a)	83,467		82,562		70,126
Service charges on deposit account fees	63,135		66,075		64,427
Card-based fees	39,755		39,656		34,834
Other fee-based revenue	18,942		17,818		17,854
Capital markets, net	19,862		20,120		19,642
Mortgage banking, net	31,878		19,911		19,360
Bank and corporate owned life insurance	14,845		13,951		16,250
Asset gains (losses), net(b)	2,713		(1,103)		(1,244)
Investment securities gains (losses), net	5,957		(1,985)		434
Other	11,165		9,051		9,523
Total noninterest income	380,824		355,568		332,680
Noninterest expense
Personnel	487,063		482,676		428,976
Technology	82,429		72,674		63,004
Occupancy	62,399		59,121		53,842
Business development and advertising	29,600		30,923		28,946
Equipment	23,550		23,243		21,201
Legal and professional	19,901		23,061		22,509
Loan and foreclosure costs	8,861		7,410		7,293
FDIC assessment	16,250		30,000		31,300
Other intangible amortization	9,948		8,159		1,959
Acquisition related costs(c)	7,320		29,002		—
Other	46,666		55,530		50,102
Total noninterest expense	793,988		821,799		709,133
Income before income taxes	406,509		413,349		338,767
Income tax expense	79,720		79,786		109,503
Net income	326,790		333,562		229,264
Preferred stock dividends	15,202		10,784		9,347
Net income available to common equity	$	311,587	$	322,779	$	219,917
Earnings per common share
Basic	$	1.93	$	1.92	$	1.45
Diluted	$	1.91	$	1.89	$	1.42
Average common shares outstanding
Basic	160,534		167,345		150,877
Diluted	161,932		169,732		153,647

Numbers may not sum due to rounding.

(a) Includes trust, asset management, brokerage, and annuity fees.

(b) The year ended December 31, 2019 includes less than $1 million of Huntington related asset losses; the year ended December 31, 2018 includes approximately $2 million of Bank Mutual acquisition related asset losses net of asset gains.

(c) Includes Bank Mutual, Huntington branch, and First Staunton acquisition related costs only.

See accompanying notes to consolidated financial statements.

68

ASSOCIATED BANC-CORP

Consolidated Statements of Comprehensive Income

	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Net income	$	326,790	$	333,562	$	229,264
Other comprehensive income, net of tax
Investment securities available for sale
Net unrealized gains (losses)	111,592		(39,891)		(12,302)
Net unrealized gain (loss) on available for sale securities transferred to held to maturity securities	—		—		(14,738)
Amortization of net unrealized (gains) losses on available for sale securities transferred to held to maturity securities	895		(572)		(2,665)
Reclassification adjustment for net losses (gains) realized in net income(a)	(5,957)		1,985		—
Reclassification from OCI due to change in accounting principle	—		(84)		—
Reclassification of certain tax effects from OCI	—		(8,419)		—
Income tax (expense) benefit	(26,898)		9,791		11,331
Other comprehensive income (loss) on investment securities available for sale	79,631		(37,189)		(18,374)
Defined benefit pension and postretirement obligations
Amortization of prior service cost	(148)		(148)		(148)
Net actuarial (loss) gain	16,296		(28,612)		14,273
Amortization of actuarial loss (gain)	476		2,203		2,282
Reclassification of certain tax effects from OCI	—		(5,235)		—
Income tax (expense) benefit	(4,465)		6,767		(6,112)
Other comprehensive income (loss) on pension and postretirement obligations	12,158		(25,025)		10,295
Total other comprehensive income (loss)	91,789		(62,214)		(8,079)
Comprehensive income	$	418,579	$	271,348	$	221,185

Numbers may not sum due to rounding.

(a) Includes only available for sale securities.

See accompanying notes to consolidated financial statements.

69

ASSOCIATED BANC-CORP

Consolidated Statements of Changes in Stockholders’ Equity

(In Thousands, except per share data)	Preferred Equity			Common Stock
	Shares	Amount		Shares	Amount		Surplus		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total
Balance, December 31, 2016	165	$	159,929	163,030	$	1,630	$	1,364,066	$	1,791,196	$	(54,679)	$	(170,830)	$	3,091,312
Comprehensive income:
Net income	—	—		—	—		—		229,264		—		—		229,264
Other comprehensive loss	—	—		—	—		—		—		(8,079)		—		(8,079)
Comprehensive income															$	221,185
Common stock issued:
Stock-based compensation plans, net	—	—		—	—		(17,737)		—		—		45,356		27,619
Acquisitions	—	—		291	3		7,148		—		—		—		7,151
Purchase of common stock returned to authorized but unissued	—	—		(1,569)	(15)		(37,016)		—		—		—		(37,031)
Purchase of treasury stock	—	—		—	—		—		—		—		(9,290)		(9,290)
Cash dividends:
Common stock, $0.50 per share	—	—		—	—		—		(76,417)		—		—		(76,417)
Preferred stock(a)	—	—		—	—		—		(9,347)		—		—		(9,347)
Stock-based compensation expense, net	—	—		—	—		21,227		—		—		—		21,227
Tax impact of stock-based compensation	—	—		—	—		1,034		—		—		—		1,034
Balance, December 31, 2017	165	$	159,929	161,752	$	1,618	$	1,338,722	$	1,934,696	$	(62,758)	$	(134,764)	$	3,237,443
Comprehensive income:
Net income	—	—		—	—		—		333,562		—		—		333,562
Other comprehensive income	—	—		—	—		—		—		(48,476)		—		(48,476)
Adoption of new accounting standards	—	—		—	—		—		—		(13,738)		—		(13,738)
Comprehensive income															$	271,348
Common stock issued:
Stock-based compensation plans, net	—	—		—	—		(7,116)		15,096		—		10,428		18,408
Acquisitions	—	—		13,705	137		396,975		—		—		91,296		488,408
Purchase of common stock returned to authorized but unissued	—	—		(1,357)	(14)		(33,061)		—		—		—		(33,075)
Purchase of treasury stock	—	—		—	—		—		—		—		(213,598)		(213,598)
Cash dividends:
Common stock, $0.62 per share	—	—		—	—		—		(105,519)		—		—		(105,519)
Preferred stock(b)	—	—		—	—		—		(10,784)		—		—		(10,784)
Issuance of preferred stock	100	97,315		—	—		—		—		—		—		97,315
Purchase of preferred stock	(1)	(528)		—	—		—		(8)		—		—		(537)
Common stock warrants exercised	—	—		1,116	11		(12)		—		—		—		(1)
Stock-based compensation expense, net	—	—		—	—		17,107		—		—		—		17,107
Tax Act reclassification	—	—		—	—		—		13,654		—		—		13,654
Change in accounting principle	—	—		—	—		—		84		—		—		84
Other	—	—		—	—		—		632		—		—		632
Balance, December 31, 2018	264	$	256,716	175,216	$	1,752	$	1,712,615	$	2,181,414	$	(124,972)	$	(246,638)	$	3,780,888
Comprehensive income:
Net income	—	—		—	—		—		326,790		—		—		$	326,790
Other comprehensive income	—	—		—	—		—		—		91,789		—		91,789
Comprehensive income															$	418,579
Common stock issued:
Stock-based compensation plans, net	—	—		—	—		(21,038)		—		—		32,254		11,216
Purchase of treasury stock	—	—		—	—		—		—		—		(186,076)		(186,076)
Cash dividends:
Common stock, $0.69 per share	—	—		—	—		—		(111,804)		—		—		(111,804)
Preferred stock(c)	—	—		—	—		—		(15,202)		—		—		(15,202)
Stock-based compensation expense, net	—	—		—	—		24,854		—		—		—		24,854
Other	—	—		—	—		—		(331)		—		—		(331)
Balance, December 31, 2019	264	$	256,716	175,216	$	1,752	$	1,716,431	$	2,380,867	$	(33,183)	$	(400,460)	$	3,922,124

Numbers may not sum due to rounding.

(a) Series C, $1.53125 per share; and Series D, $1.34375 per share.

(b) Series C, $1.53125 per share; Series D, $1.34375 per share; and Series E, $0.322309 per share.

(c) Series C, $1.53125 per share; Series D, $1.34375 per share; and Series E, $1.46875 per share.

See accompanying notes to consolidated financial statements.

70

ASSOCIATED BANC-CORP

Consolidated Statements of Cash Flows

	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Cash Flows from Operating Activities
Net income	$	326,790	$	333,562	$	229,264
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	16,000		—		26,000
Depreciation and amortization	58,149		48,253		46,967
Addition to (recovery of) valuation allowance on mortgage servicing rights, net	63		(545)		175
Amortization of mortgage servicing rights	12,432		9,594		10,084
Amortization of other intangible assets	9,948		8,159		1,959
Amortization and accretion on earning assets, funding, and other, net	23,573		11,624		37,476
Net amortization of tax credit investments	20,062		19,425		19,834
Deferred income taxes	13,833		46,947		21,402
Losses (gains) on sales of investment securities, net	(5,957)		1,985		(434)
Asset (gains) losses, net	(2,713)		1,103		1,244
(Gain) loss on mortgage banking activities, net	(20,120)		(22,497)		(3,516)
Mortgage loans originated for sale	(1,090,792)		(1,092,318)		(715,357)
Proceeds from sales of mortgage loans held for sale	1,317,077		1,131,652		819,950
Pension contributions	—		(41,877)		(6,242)
(Increase) decrease in interest receivable	7,595		(7,417)		(9,476)
Increase (decrease) in interest payable	2,495		10,407		6,535
Increase (decrease) in accrued expenses	723		30,924		3,520
Increase (decrease) in derivative asset	(102,966)		40,950		(13,076)
Net change in other assets and other liabilities	(11,930)		(33,363)		(17,941)
Net cash provided by operating activities	574,260		496,567		458,368
Cash Flows from Investing Activities
Net increase in loans	(137,990)		(326,464)		(861,934)
Purchases of
Available for sale securities	(460,124)		(737,580)		(1,137,191)
Held to maturity securities	(423,682)		(682,622)		(234,379)
Federal Home Loan Bank and Federal Reserve Bank stocks	(246,836)		(347,323)		(262,986)
Premises, equipment, and software, net of disposals	(67,459)		(65,854)		(47,369)
Proceeds from
Sales of available for sale securities	1,367,476		601,130		18,467
Sale of Federal Home Loan Bank and Federal Reserve Bank stocks	270,023		282,145		237,656
Prepayments, calls, and maturities of available for sale investment securities	561,659		633,859		713,486
Prepayments, calls, and maturities of held to maturity investment securities	260,510		217,836		210,753
Sales, prepayments, calls and maturities of other assets	10,250		41,856		20,070
Net change in tax credit and alternative investments	(67,632)		(57,327)		(53,770)
Net cash (paid) received in acquisition	551,250		59,472		339
Net cash provided by (used in) investing activities	1,617,446		(380,872)		(1,396,858)
Cash Flows from Financing Activities
Net increase (decrease) in deposits	(1,842,748)		270,481		897,514
Net increase (decrease) in short-term funding	308,039		(581,371)		(217,753)
Net increase (decrease) in short-term FHLB advances	(380,000)		616,000		(198,000)
Repayment of long-term FHLB advances	(764,657)		(2,150,016)		(115,020)
Proceeds from long-term FHLB advances	751,573		1,837,680		750,000
Redemption of Corporation's senior notes	(250,000)		—		—
Repayment of finance lease principal	(1)		—		—
Proceeds from issuance of long-term funding	—		300,000		—
Proceeds from issuance of preferred shares	—		97,315		—
Proceeds from issuance of common stock for stock-based compensation plans	11,216		18,408		27,619
Common stock warrants exercised	—		(1)		—
Purchase of preferred shares	—		(537)		—
Purchase of common stock returned to authorized but unissued	—		(33,075)		(37,031)
Purchase of treasury stock	(186,076)		(213,598)		(9,290)
Cash dividends on common stock	(111,804)		(105,519)		(76,417)
Cash dividends on preferred stock	(15,202)		(10,784)		(9,347)
Net cash provided by (used in) financing activities	(2,479,660)		44,983		1,012,275
Net increase (decrease) in cash, cash equivalents, and restricted cash	(287,954)		160,678		73,785
Cash, cash equivalents, and restricted cash at beginning of period	876,698		716,018		642,233
Cash, cash equivalents, and restricted cash at end of period	$	588,744	$	876,698	$	716,018

Numbers may not sum due to rounding.

See accompanying notes to consolidated financial statements.

71

ASSOCIATED BANC-CORP

Consolidated Statements of Cash Flows

	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Supplemental disclosures of cash flow information
Cash paid for interest	$	332,919	$	261,724	$	138,174
Cash paid for income and franchise taxes	41,131		18,335		81,450
Loans and bank premises transferred to other real estate owned	10,513		26,517		11,505
Capitalized mortgage servicing rights	11,606		10,722		7,167
Loans transferred into held for sale from portfolio, net	313,570		33,010		71,954
Transfer of held to maturity securities to available for sale securities (adoption of ASU 2019-04)	692,414		—		—
Unsettled trades to purchase securities	—		883		—
Acquisition
Fair value of assets acquired, including cash and cash equivalents	695,848		2,567,488		647
Fair value ascribed to goodwill and intangible assets	29,837		261,243		6,450
Fair value of liabilities assumed	725,764		2,340,323		54
Common stock issued in acquisition	(79)		488,408		7,151

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same sum amounts shown on the consolidated statements of cash flows:

	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Cash and cash equivalents	$	400,232	$	782,784	$	643,042
Restricted cash	188,512		93,914		72,976
Total cash, cash equivalents, and restricted cash shown on the consolidated statements of cash flows	$	588,744	$	876,698	$	716,018

Numbers may not sum due to rounding.

Amounts included in restricted cash represent required reserve balances with the Federal Reserve Bank, included in interest-bearing deposits in other financial institutions on the face of the consolidated balance sheets.

See accompanying notes to consolidated financial statements.

72

ASSOCIATED BANC-CORP

Notes to Consolidated Financial Statements

December 31, 2019, 2018, and 2017

Note 1 Summary of Significant Accounting Policies

The accounting and reporting policies of the Corporation conform to U.S. GAAP 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 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 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 tax credit and other investments on the consolidated balance sheets, and the Corporation’s share of income or loss is recorded in other noninterest income, while distributions in excess of the investment are asset gains (losses), net.

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, MSRs valuation, and income taxes. Management has evaluated subsequent events for potential recognition or disclosure. Within the tables presented, certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes.

Business Combinations

The Corporation accounts for its acquisitions using the purchase accounting method. Purchase accounting requires the total purchase price to be allocated to the estimated fair values of assets acquired and liabilities assumed, including certain intangible assets that must be recognized. Typically, this allocation results in the purchase price exceeding the fair value of net assets acquired, which is recorded as goodwill. Core deposit intangibles are a measure of the value of checking, money market and savings deposits acquired in business combinations accounted for under the purchase method. Core deposit intangibles and other identified intangibles with finite useful lives are amortized using the straight line method over their estimated useful lives of up to ten years.

Loans that the Corporation acquires in connection with acquisitions are recorded at fair value with no carryover of the related allowance for credit losses. Fair value of the loans involves estimating the amount and timing of principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest. The excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable discount and is recognized into interest income over the remaining life of the loan when there is a reasonable expectation about the amount and timing of such cash flows. If a reasonable expectation on the amount or timing of such cash flows can't be determined, accretion of the fair value discount for nonperforming loans will be recognized using the cost recovery method of accounting.

For purchased credit-impaired loans, the difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the non-accretable discount. The non-accretable discount includes estimated future credit losses expected to be incurred over the life of the loan. Subsequent decreases to the expected cash flows will require the Corporation to evaluate the need for an additional allowance for credit losses. Subsequent improvement in expected cash flows will result in the reversal of a corresponding amount of the non-accretable discount which the Corporation will then reclassify as accretable discount that will be recognized into interest income over the remaining life of the loan.

73

The Corporation accounts for performing loans acquired in business combinations using the contractual cash flows method of recognizing discount accretion based on the acquired loans’ contractual cash flows. Purchased performing loans are recorded at fair value, including credit, interest, and liquidity discounts. The fair value discount is accreted as an adjustment to yield over the estimated lives of the loans. There is no allowance for loan losses established at the acquisition date for purchased performing loans. A provision for loan losses is recorded for any further deterioration in these loans subsequent to the acquisition. See Note 2 for additional information on the Corporation's acquisitions.

Investment Securities

Securities are classified as held to maturity, available for sale, or equity on the consolidated balance sheets 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 OCI. Investment securities classified as equity securities are carried at fair value with changes in fair value immediately reflected in the consolidated statements of 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, on 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 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 OCI. Declines in value determined to be other-than-temporary are included in investment securities gains (losses), net, on the consolidated statements of income. See Note 3 for additional information on investment securities.

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 Held for Sale

Residential 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 estimated fair value. As a result of holding these loans at fair value, changes in the secondary market is reflected in earnings immediately, as opposed to being dependent upon the timing of sales. The estimated fair value is based on what secondary markets are currently offering for portfolios with similar characteristics.

74

Commercial Loans Held for Sale: Loans held for sale are carried at the lower of cost or estimated fair value. The estimated fair value is based on a discounted cash flow analysis.

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. See also Note 4 for additional information on loans.

Nonaccrual Loans: 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.

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.

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. See Note 4 for additional information on restructured loans.

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.

75

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.

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, and other consumer, are collectively evaluated for impairment.

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 above for further policy discussion and see Note 4 for additional information on the allowance for loan losses.

OREO

OREO is included in other assets on 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. OREO 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. OREO 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.

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 on the consolidated balance sheets. The determination of the appropriate level of the allowance for unfunded commitments is based upon an evaluation of the unfunded credit facilities, including an assessment of historical commitment utilization experience and credit risk grading of the loan. Net adjustments to the allowance for unfunded commitments are included in the provision for credit losses on the consolidated statements of income. See Note 4 and Note 16 for additional information on the allowance for unfunded commitments.

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, including extension options which the Corporation has determined are reasonably certain to be exercised, or the estimated useful lives of the improvements. Software, included in other assets on the consolidated balance sheets, is amortized on a

76

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.

Leases

The Corporation determines if a lease is present at the inception of an agreement. Operating leases are capitalized at commencement and are discounted using the Corporation’s FHLB borrowing rate for a similar term borrowing unless the lease defines an implicit rate within the contract. Leases with original terms of less than 12 months are not capitalized. For operating leases existing prior to January 1, 2019, the rate for the remaining lease term as of January 1, 2019 was used.

Right-of-use assets represent the Corporation’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease right-of-use assets and operating lease liabilities are recognized on the lease commencement date based on the present value of lease payments over the lease term. No significant judgments or assumptions were involved in developing the estimated operating lease liabilities as the Corporation’s operating lease liabilities largely represent future rental expenses associated with operating leases and the borrowing rates are based on publicly available interest rates.

The lease term includes options to extend or terminate the lease. These options to extend or terminate are assessed on a lease-by-lease basis and adjustments are made to the right-of-use asset and lease liability if the Corporation is reasonably certain that an option will be exercised and will be expensed on a straight-line basis. Operating and finance leases are included within premises and equipment, net and other assets, respectively, on the consolidated balance sheets. See Note 7 for additional information on leases.

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 a straight-line basis to expense over a 10-year period. The other intangibles have estimated finite lives and are amortized on a straight-line basis over their expected useful life. 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, an MSRs asset is capitalized, which represents the then current fair value of future net cash flows expected to be realized for performing servicing activities. MSRs, 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. MSRs are amortized in proportion to and over the period of estimated net servicing income, and assessed for impairment at each reporting date. MSRs are carried at the lower of the initial capitalized amount, net of accumulated amortization, or estimated fair value, and included in other intangible assets, net, on the consolidated balance sheets.

The Corporation periodically evaluates its MSRs 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 MSRs asset generally decreases, requiring additional valuation

77

reserve. Conversely, as mortgage interest rates rise, prepayment speeds are usually slower and the value of the MSRs 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 MSRs 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 MSRs 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 MSRs asset and valuation allowance, precluding subsequent recoveries. See Note 5 for additional information on MSRs.

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 DTAs, management considers whether it is more likely than not that some portion or all of the DTAs will not be realized. The ultimate realization of DTAs 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.

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, 2019 and 2018, 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 impacted. 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. Amounts within accumulated other comprehensive income are reclassified into earnings in the period the hedged item affects earnings. For a derivative designated as a free-standing derivative instrument, changes in fair value are reported in current period earnings. The free-standing derivative instruments included: interest rate risk management, commodity hedging, and foreign currency exchange solutions.

The Corporation is exposed to counterparty credit risk, which is the risk that counterparties to the derivative contracts do not perform as expected. If a counterparty fails to perform, our counterparty credit risk is equal to the amount reported as a derivative asset on our balance sheet. The Corporation uses master netting arrangements to mitigate counterparty credit risk in derivative transactions. To the extent the derivatives are subject to master netting arrangements, the Corporation takes into account the impact of master netting arrangements that allow the Corporation to settle all derivative contracts executed with the same counterparty on a net basis, and to offset the net derivative position with the related cash collateral. In the third quarter of 2019, the Corporation elected to offset derivative transactions with the same counterparty on the consolidated balance sheets when a derivative transaction has a legally enforceable master netting arrangement and when it is eligible for netting. Derivative balances and related cash collateral are presented net on the consolidated balance sheets. Refer to Change in Accounting Policy section within this note for additional discussion.

78

Securities Sold Under Agreement to Repurchase

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. These repurchase agreements are accounted for as collateralized financing arrangements (i.e., secured borrowings 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)) 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 obligation to repurchase the securities is reflected as a liability within federal funds purchased and securities sold under agreements to repurchase on the Corporation’s consolidated balance sheets, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. See Notes 9 and 15 for additional information on repurchase agreements.

Retirement Plans

The funded status of the retirement plans is recognized as an asset or liability on the consolidated balance sheets and changes in that funded status are recognized in the year in which the changes occur through OCI. 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. Performance awards are based on performance goals of earnings per share and total shareholder return with vesting ranging from a minimum of 0% to a maximum of 150% of the target award. Performance awards are valued utilizing a Monte Carlo simulation model to estimate fair value of the awards at the grant date. 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. 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 on 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 postretirement plans. Comprehensive income is reported on 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 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.

79

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, Cash Equivalents, and Restricted Cash

For purposes of the consolidated statements of cash flows, cash, cash equivalents, and restricted cash are considered to include cash and due from banks, interest-bearing deposits in other financial institutions, 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 and unvested restricted stock awards) and common stock warrants. See Note 20 for additional information on earnings per common share.

Change in Accounting Policy

The Corporation enters into ISDA master netting agreements with a portion of the Corporation’s derivative counterparties. Where legally enforceable, these master netting agreements give the Corporation, in the event of default by the counterparty, the right to liquidate securities and offset cash with the same counterparty. Under ASC 815-10-45-5, payables and receivables in respect of cash collateral received from or paid to a given counterparty can be offset against derivative fair values under a master netting arrangement. GAAP does not permit similar offsetting for security collateral. Prior to the third quarter of 2019, the Corporation elected to account for all derivatives’ fair values and related cash collateral on a gross basis on its consolidated balance sheets. In the third quarter of 2019, the Corporation elected to offset derivative assets and liabilities and cash collateral with the same counterparty where it has a legally enforceable master netting agreement in place. The change had no impact on either earnings or equity. The Corporation believes that this change is a preferable method of accounting as it provides a better reflection of the assets and liabilities on the face of the consolidated balance sheets. Adoption of this change is voluntary and has been adopted retrospectively with all prior periods presented herein being revised for comparability and as required. A reduction of $33 million was reflected between other assets as well as accrued expenses and other liabilities as of December 31, 2018 on the consolidated balance sheets.

Change in Accounting Estimate

During the third quarter of 2019, the Corporation reassessed its estimate of the useful lives of certain fixed assets. The Corporation revised its original useful life estimate from 7 years to 12 years for furniture assets. This is considered a change in accounting estimate, per ASC 250-10, where adjustments should be made prospectively. The impact of this change in accounting estimate for the year ended December 31, 2019 to net income on the consolidated statements of income and premises and equipment, net on the consolidated balance sheets was approximately $915,000.

80

Recently Issued Authoritative Accounting Guidance

Standard	Description	Date of adoption	Effect on financial statements
ASU 2019-07 Codification Updates to SEC Sections-Amendments to SEC Paragraphs Pursuant to SEC Final Releases No. 33-10532, Disclosure Updates and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates	The FASB issued this amendment to align the guidance in various SEC sections of the Codification with the requirements of certain SEC final rules. This amendment became effective upon issuance.	3rd Quarter 2019	No material impact on results of operations, financial position and liquidity.
ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments	The FASB issued this amendment to clarify certain aspects of accounting for credit losses, hedging activities, and financial instruments. Within ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, the amendment allows an entity to designate partial-term fair value hedges of interest rate risk and measure the hedged item by using an assumed maturity, clarifies that an entity can start to amortize the hedged items basis adjustment in a fair value hedge, and it requires entities to disclose for fair value hedging relationships the carrying amounts of hedged assets and liabilities and the cumulative amount of fair value hedge basis adjustments. In addition, it permits a one-time election to reclassify securities that could be used in a hedge from held to maturity to available for sale without risk of tainting the remainder of the held to maturity portfolio. For entities that have adopted the amendments in Update 2017-12 as of the issuance date of this Update, the effective date is as of the beginning of the first annual period beginning after the issuance date of this Update. For those entities, early adoption was permitted, including adoption on any date on or after the issuance of this Update.	3rd Quarter 2019	During the third quarter of 2019, the Corporation made a one-time election to transfer municipal securities with an amortized cost of $692 million from held to maturity to available for sale.
ASU-2018-15 Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract	The FASB issued an amendment which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The amendments in this Update require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The amendments also require the entity (customer) to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. The amendment is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Entities were required to apply the amendment either retrospectively or prospectively to all implementation costs incurred after the date of adoption. Early adoption was permitted.	1st Quarter 2019	The Corporation elected to early adopt this amendment using the prospective approach. No material impact on results of operation, financial position or liquidity.
ASU 2018-09 Codification Improvements	The FASB issued an amendment which affects a wide variety of Topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance. The amendments in this Update represent changes to clarify, correct errors in, or make minor improvements to the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. The transition and effective date guidance is based on the facts and circumstances of each amendment. Some of the amendments in this Update did not require transition guidance and were effective upon issuance of this Update. However, many of the amendments in this Update did have transition guidance with effective dates for annual periods beginning after December 15, 2018. There are some conforming amendments in this Update that have been made to recently issued guidance that is not yet effective that may require application of the transition and effective date guidance in the original ASU.	1st Quarter 2019	No material impact on results of operations, financial position and liquidity.

81

Standard	Description	Date of adoption	Effect on financial statements
ASU 2016-02 Leases (Topic 842)	The FASB issued an amendment to provide transparency and comparability among organizations by recognizing lease assets and lease liabilities on the consolidated balance sheets and disclosing key information about leasing arrangements. This amendment required lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and 2) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. This amendment was effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities could elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. Early adoption was permitted. ASU 2018-01 permits an entity to elect an optional transition practical expedient to not evaluate under Topic 842 land easements that exist or expired before the entity's adoption of Topic 842. ASU 2018-10 was issued as improvements and clarifications of ASU 2016-02 were identified. This Update provides clarification on narrow aspects of the previously issued Updates. ASU 2018-11 was issued to provide entities with an additional (and optional) transition method to adopt the new leases standard under ASU 2016-02. ASU 2019-01 was issued to assist in determining the fair value of underlying assets by lessors, address the presentation to the statements of cash flows, and clarify transition disclosures related to Topic 250.	1st Quarter 2019	The Corporation has adopted this amendment utilizing a modified retrospective approach. At adoption, a right-of-use asset and corresponding lease liability were recognized on the consolidated balance sheets for $52 million and $56 million, respectively. See Note 7 for expanded disclosure requirements.

Future Accounting Pronouncements

The expected impact of accounting pronouncements recently issued or proposed but not yet required to be adopted are discussed in the table below. To the extent that the adoption of new accounting standards materially affect the Corporation’s financial condition, results of operations, or liquidity, the impacts are discussed in the applicable sections of this financial review.

Standard	Description	Date of anticipated adoption	Effect on financial statements
ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	The FASB issued an amendment to replace the current incurred loss impairment methodology. Under the new guidance, entities will be required to measure expected credit losses by utilizing forward-looking information to assess an entity's allowance for credit losses. The guidance also requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. This amendment is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Entities should apply the amendment by means of a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. ASU 2018-19 was issued to clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. ASU 2019-04 was issued and provides entities alternatives for measurement of accrued interest receivable, clarifies the steps entities should take when recording the transfer of loans or debt securities between measurement classifications or categories and clarifies that entities should include expected recoveries on financial assets. ASU 2019-05 was issued to provide entities that have certain instruments within the scope of Subtopic 320-20 with an option to irrevocably elect the fair value option in Subtopic 825-10. ASU 2019-11 was issued to clarify and address stakeholders' specific issues relating to expected recoveries on purchased credit deteriorated assets and transition and disclosure relief related to troubled debt restructured loans and accrued interest, respectively. Early adoption is permitted.	1st Quarter 2020	The Corporation has developed a CECL allowance model which calculates reserves over the life of the loan and is largely driven by portfolio characteristics, risk-grading, economic outlook, and other key methodology assumptions. Those assumptions are based upon the existing probability of default and loss given default framework. In addition, analysis derived from the Corporation's stress testing processes have been leveraged in the development of CECL models. The Corporation will utilize a single economic forecast over a 2-year reasonable and supportable forecast period. In the second year the Corporation will use straight-line reversion to historical losses. The Corporation's cross functional team will periodically refine the model as needed. The Corporation expects to incur a $70 to $80 million after-tax charge which will decrease the opening stockholders' equity balance as of January 1, 2020. A majority of the increase is the result of economic uncertainty and unfunded commitments. The total estimated impact equates to a 21 to 24 basis point decrease to the tangible common equity ratio. The Corporation anticipates increases in the allowance for credit losses on longer dated portfolios and decreases in the shorter dated portfolios. The Corporation is in the process of finalizing the review of the most recent model run and finalizing assumptions including qualitative adjustments, probable troubled debt restructurings, and economic forecasts.

82

Standard	Description	Date of anticipated adoption	Effect on financial statements
ASU 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement	The FASB issued an amendment to add, modify, and remove disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the FASB Concepts Statement "Conceptual Framework for Financial Reporting", including the consideration of costs and benefits. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted.	1st Quarter 2020	Upon adoption, the Corporation will have a slight change in presentation, and an immaterial impact to its results of operations, financial position, and liquidity.
ASU 2017-04 Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment	The FASB issued an amendment to simplify the subsequent quantitative measurement of goodwill by eliminating step two from the goodwill impairment test. Instead, an entity will perform only step one of its quantitative goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and then recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity will still have the option to perform a qualitative assessment for a reporting unit to determine if the quantitative step one impairment test is necessary. This amendment is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Entities should apply the amendment prospectively. Early adoption is permitted, including in an interim period, for impairment tests performed after January 1, 2017.	2nd Quarter 2020, consistent with the Corporation's annual impairment test in May of each year	The Corporation is currently evaluating the impact on its results of operations, financial position, and liquidity. The Corporation has not had to perform a step one quantitative analysis since 2012, which concluded no impairment was necessary.
ASU 2018-14 Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans	The FASB issued an amendment to modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments also added requirements to disclose the weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates and an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. The amendment also clarifies the disclosure requirements in paragraph 715-20-50-3, which states that certain information for defined benefit pension plans should be disclosed. The amendments in this Update remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. The amendment is effective for fiscal years ending after December 15, 2020. Entities should apply the amendments in this Update on a retrospective basis to all periods presented. Early adoption is permitted.	1st Quarter 2021	The Corporation is currently evaluating the impact on its results of operations, financial position and liquidity.
ASU 2019-12 Income Taxes (Topic 740)-Simplifying the Accounting for Income Taxes	The FASB issued this amendment to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendment also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted.	1st Quarter 2021	The Corporation is currently evaluating the impact on its results of operations, financial position and liquidity.

Note 2 Acquisitions

2019 Completed Acquisitions:

Huntington Wisconsin Branch Acquisition

On June 14, 2019, the Corporation completed its acquisition of the Wisconsin branches of Huntington. The Corporation paid a 4% premium on acquired deposits. The conversion of the branches happened simultaneously with the close of the transaction and the acquisition expanded the Bank's presence into 13 new Wisconsin communities. As a result of the acquisition and other consolidations, a net of 14 branch locations were added.

The Huntington branch acquisition constituted a business combination. The acquisition has been accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair value on the acquisition date. The determination of estimated fair values required management to make certain estimates that are subjective in nature and may require adjustments upon the availability of new information regarding facts and circumstances which existed at the date of acquisition (i.e., appraisals) for up to a year following the acquisition.

The Corporation recorded approximately $7 million in goodwill related to the Huntington branch acquisition during the second quarter of 2019 and approximately $210,000 during the third quarter of 2019. Upon review of information relating to events

83

and circumstances existing at the acquisition date, and in accordance with applicable accounting guidance, the Corporation remeasured select previously reported fair value amounts. The adjustment to goodwill was driven by an update that decreased the fair value of furniture acquired. Goodwill created by the acquisition is tax deductible. See Note 5 for additional information on goodwill, as well as the carrying amount and amortization of core deposit intangible assets related to the Huntington branch acquisition.

The following table presents the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date related to Huntington branch acquisition:

($ in Thousands)	Purchase Accounting Adjustments		June 14, 2019
Assets
Cash and cash equivalents	$	—	$	551,250
Loans	(1,552)		116,346
Premises and equipment, net	4,800		22,430
Goodwill			7,286
Core deposit intangibles (included in other intangible assets, net on the face of the Consolidated Balance Sheets)	22,630		22,630
Other real estate owned (included in other assets on the face of the Consolidated Balance Sheets)	(2,561)		5,263
Others assets	$	—	559
Total assets			$	725,764
Liabilities
Deposits	$	156	$	725,173
Other liabilities	$	70	590
Total liabilities			$	725,764

For a description of the methods used to determine the fair value of significant assets and liabilities presented on the balance sheet above see Assumptions section of this Note.

2019 Pending Acquisitions:

On July 25, 2019, the Corporation entered into an agreement to acquire Illinois-based First Staunton for cash consideration of approximately $76 million. Regulatory approval for the transaction was received from the OCC on October 10, 2019. The transaction is subject to customary closing conditions, and is expected to close in February 2020.

2018 Completed Acquisitions:

Bank Mutual Acquisition

On February 1, 2018, the Corporation completed its acquisition of Bank Mutual in a stock transaction valued at approximately $482 million. Bank Mutual was a diversified financial services company headquartered in Milwaukee, Wisconsin. The merger resulted in a combined company with a larger market presence in markets the Corporation currently operates in, as well as expansion into nearly a dozen new markets.

Under the terms of the Agreement and Plan of Merger dated July 20, 2017 (the "Merger Agreement"), Bank Mutual’s shareholders received 0.422 shares of the Corporation's common stock for each share of Bank Mutual common stock. The Corporation issued approximately 19.5 million shares for a total deal value of approximately $482 million based on the closing sale price of a share of common stock of the Corporation on January 31, 2018. The banking subsidiary of Bank Mutual merged with and into Associated Bank, N.A. on June 24, 2018.

Goodwill related to the Bank Mutual acquisition increased $6 million during the second quarter of 2018 and an additional $2 million during the third quarter of 2018 to $175 million. Goodwill created by the acquisition of Bank Mutual is not tax deductible.

84

The following table presents the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date related to Bank Mutual:

($ in Thousands)	Purchase Accounting Adjustments		February 1, 2018
Assets
Cash and cash equivalents	$	—	$	78,052
Investment securities	(6,238)		452,867
Federal Home Loan Bank stock, at cost	—		20,026
Loans	(48,043)		1,875,877
Premises and equipment, net	2,930		42,689
Bank owned life insurance	(24)		65,390
Goodwill			175,499
Core deposit intangibles (included in other intangible assets, net on the face of the Consolidated Balance Sheets)	58,100		58,100
Other real estate owned (included in other assets on the face of the Consolidated Balance Sheets)	199		4,848
Others assets	$	7,054	47,158
Total assets			$	2,820,506
Liabilities
Deposits	$	2,498	$	1,840,950
Other borrowings	1,875		431,886
Other liabilities	$	4,487	65,982
Total liabilities			$	2,338,818
Total consideration paid			$	481,688

For a description of the methods used to determine the fair value of significant assets and liabilities presented on the balance sheet above see Assumptions section of this Note.

For loans acquired, the contractual amounts due, expected cash flows to be collected, interest component, and fair value as of the respective acquisition dates were as follows:

	February 1, 2018
($ in Thousands)	Acquired Performing Loans		Acquired Impaired Loans		Total
Contractual required principal and interest at acquisition	$	1,899,932	$	23,988	$	1,923,920
Contractual cash flows not expected to be collected (nonaccretable discount)	—		(1,866)		(1,866)
Expected cash flows at acquisition	1,899,932		22,122		1,922,054
Interest component of expected cash flows (accretable discount)	(41,324)		(4,853)		(46,177)
Fair value of acquired loans	$	1,858,608	$	17,269	$	1,875,877

Assumptions:

Loans: Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan, amortization status, and current discount rates. Loans were grouped together according to similar characteristics when applying various valuation techniques.

CDIs: This intangible asset represents the value of the relationships with deposit customers. The fair value was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, net maintenance cost of the deposit base, alternative cost of funds, and the interest costs associated with customer deposits. The CDIs are being amortized on a straight-line basis over 10 years.

Time deposits: The fair values for time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered to the contractual interest rates on such time deposits.

FHLB borrowings: The fair values of FHLB advances are estimated based on quoted market prices for the instrument if available, or for similar instruments if not available, or by using discounted cash flow analyses, based on current incremental borrowing rates for similar types of instruments.

85

Note 3 Investment Securities

Investment securities are classified as available for sale, held to maturity, or equity on the consolidated balance sheets at the time of purchase. See Note 1 for the Corporation’s accounting policy for investment securities. The amortized cost and fair values of securities available for sale and held to maturity at December 31, 2019 were as follows:

($ in Thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)		Fair Value
Investment securities available for sale
Obligations of state and political subdivisions (municipal securities)(a)	$	529,908	$	16,269	$	(18)	$	546,160
Residential mortgage-related securities
FNMA / FHLMC	131,158		1,562		(59)		132,660
GNMA	982,941		3,887		(1,689)		985,139
Commercial mortgage-related securities
FNMA / FHLMC	19,929		1,799		—		21,728
GNMA	1,314,836		7,403		(12,032)		1,310,207
FFELP asset-backed securities	270,178		—		(6,485)		263,693
Other debt securities	3,000		—		—		3,000
Total investment securities available for sale	$	3,251,950	$	30,920	$	(20,284)	$	3,262,586
Investment securities held to maturity
U.S. Treasury securities	$	999	$	19	$	—	$	1,018
Obligations of state and political subdivisions (municipal securities)(a)	1,418,569		69,775		(1,118)		1,487,227
Residential mortgage-related securities
FNMA / FHLMC	81,676		1,759		(15)		83,420
GNMA	269,523		1,882		(1,108)		270,296
GNMA commercial mortgage-related securities	434,317		6,308		(6,122)		434,503
Total investment securities held to maturity	$	2,205,083	$	79,744	$	(8,363)	$	2,276,465

(a) As permitted by ASU 2019-04, which was adopted during the third quarter of 2019, the Corporation made a one-time election during the third quarter of 2019 to transfer municipal securities with an amortized cost of $692 million from held to maturity to available for sale.

86

The amortized cost and fair values of securities available for sale and held to maturity at December 31, 2018 were as follows:

($ in Thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)		Fair Value
Investment securities available for sale
U.S. Treasury securities	$	1,000	$	—	$	(1)	$	999
Residential mortgage-related securities:
FNMA / FHLMC	296,296		2,466		(3,510)		295,252
GNMA	2,169,943		473		(41,885)		2,128,531
Private-label	1,007		—		(4)		1,003
GNMA commercial mortgage-related securities	1,273,309		—		(52,512)		1,220,797
FFELP asset-backed securities	297,347		711		(698)		297,360
Other debt securities	3,000		—		—		3,000
Total investment securities available for sale	$	4,041,902	$	3,649	$	(98,610)	$	3,946,941
Investment securities held to maturity
Obligations of state and political subdivisions (municipal securities)	$	1,790,683	$	8,255	$	(15,279)	$	1,783,659
Residential mortgage-related securities
FNMA / FHLMC	92,788		169		(1,795)		91,162
GNMA	351,606		1,611		(8,181)		345,035
GNMA commercial mortgage-related securities	505,434		7,559		(22,579)		490,414
Total investment securities held to maturity	$	2,740,511	$	17,593	$	(47,835)	$	2,710,271

Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. The expected maturities of investment securities available for sale and held to maturity at December 31, 2019, are shown below:

	Available for Sale					Held to Maturity
($ in Thousands)	Amortized Cost		Fair Value			Amortized Cost		Fair Value
Due in one year or less	$	2,795	$	2,800		$	29,033	$	29,218
Due after one year through five years	32,399		32,901			82,023		83,245
Due after five years through ten years	317,292		326,361			136,138		140,704
Due after ten years	180,422		187,098			1,172,373		1,235,077
Total debt securities	532,908		549,160			1,419,568		1,488,245
Residential mortgage-related securities
FNMA / FHLMC	131,158		132,660			81,676		83,420
GNMA	982,941		985,139			269,523		270,296
Commercial mortgage-related securities
FNMA / FHLMC	19,929		21,728			—		—
GNMA	1,314,836		1,310,207			434,317		434,503
FFELP asset-backed securities	270,178		263,693			—		—
Total investment securities	$	3,251,950	$	3,262,586		$	2,205,083	$	2,276,465
Ratio of Fair Value to Amortized Cost			100.3		%			103.2		%

87

Investment securities gains (losses), net includes proceeds from the sale of investment securities as well as any applicable write-ups or write-downs of investment securities. The proceeds from the sale and write-up of investment securities for each of the three years ended December 31 are shown below. There were no other-than-temporary impairment write-downs on investment securities for 2019, 2018, or 2017.

($ in Thousands)	2019		2018		2017
Gross gains on available for sale securities	$	6,374	$	1,954	$	—
Gross gains on held to maturity securities	—		—		439
Total gains	6,374		1,954		439
Gross (losses) on available for sale securities	(13,861)		(3,938)		—
Gross (losses) on held to maturity securities	—		—		(5)
Total (losses)	(13,861)		(3,938)		(5)
Write-up of equity securities without readily determinable fair values	13,444		—		—
Investment securities gains (losses), net	$	5,957	$	(1,985)	$	434
Proceeds from sales of investment securities	$	1,367,476	$	601,130	$	18,467

During the third quarter of 2019, the Corporation made a one-time election to transfer municipal securities with an amortized cost of $692 million from held to maturity to available for sale, as permitted by the adoption of ASU 2019-04 during the quarter. The Corporation sold shorter duration, lower yielding municipal securities that were included in the transfer for proceeds of $157 million at a gain of $3 million, with the proceeds being reinvested into longer duration, higher yielding held to maturity municipal securities. Additionally, during the first nine months of 2019, the Corporation sold $1.2 billion of taxable, floating rate ABS and shorter duration MBS, CMBS, and CMOs Agency securities, with the proceeds utilized to pay down borrowings and to reinvest into higher yielding Agency related mortgage securities with slightly longer durations, repositioning the portfolio for a declining rate environment.

The Corporation also donated 42,039 shares of Visa Class B restricted shares to the Corporation's Charitable Remainder Trust during the second quarter of 2019, and the subsequent sale of those shares by the Trust resulted in an observable market price. As a result, the Corporation wrote up its remaining 77,000 Visa Class B restricted shares to fair value. Based on the existing transfer restriction and the uncertainty of covered litigation, the shares were previously carried at a zero cost basis.

During 2018, the Corporation executed a strategy to improve the yield on securities and increase interest income during the current and future calendar years. During the third quarter of 2018, the Corporation sold mortgage-related securities totaling approximately $108 million at a slight gain with all proceeds reinvested into higher yielding securities. The tax equivalent yield of the securities sold was 3.08% while the reinvestment was at 3.51%. During the second quarter of 2018, the Corporation also sold $40 million of lower yielding GNMA commercial mortgage-related securities.

In addition, on February 1, 2018, the date the Bank Mutual acquisition was completed, the Corporation sold Bank Mutual's entire $453 million securities portfolio. The Corporation originally reinvested the proceeds from the Bank Mutual securities portfolio into GNMA residential mortgage-related securities with the goal of reinvesting future cash flows into municipal securities. That strategy was completed during August 2018.

During 2017, the Corporation sold approximately $18 million of municipal securities classified as held to maturity due to significant credit concerns and negative actions taken by credit rating agencies, primarily as a result of budgetary pressures in the State of Illinois and State of Connecticut. These sales resulted in a net gain of approximately $434,000.

Investment securities with a carrying value of approximately $2.6 billion and $3.0 billion at December 31, 2019 and December 31, 2018, respectively, were pledged to secure certain deposits or for other purposes as required or permitted by law.

88

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, 2019:

	Less than 12 months					12 months or more					Total
($ in Thousands)	Number of Securities	Unrealized (Losses)		Fair Value		Number of Securities	Unrealized (Losses)		Fair Value		Unrealized (Losses)		Fair Value
Investment securities available for sale
Obligations of state and political subdivisions (municipal securities)	4	$	(18)	1,225		—	$	—	$	—	$	(18)	$	1,225
Residential mortgage-related securities
FNMA / FHLMC	—	—		—		4	(59)		34,807		(59)		34,807
GNMA	18	(924)		322,394		3	(766)		79,461		(1,689)		401,856
GNMA commercial mortgage-related securities	22	(810)		258,218		42	(11,222)		621,307		(12,032)		879,524
FFELP asset-backed securities	19	(6,092)		250,780		2	(393)		12,913		(6,485)		263,693
Other debt securities	2	—		2,000		—	—		—		—		2,000
Total	65	$	(7,843)	$	834,616	51	$	(12,440)	$	748,487	$	(20,284)	$	1,583,104
Investment securities held to maturity
Obligations of state and political subdivisions (municipal securities)	52	$	(1,105)	$	77,562	6	$	(13)	$	2,378	$	(1,118)	$	79,940
Residential mortgage-related securities
FNMA / FHLMC	1	(6)		1,242		1	(9)		833		(15)		2,075
GNMA	12	(1,059)		187,261		8	(49)		6,587		(1,108)		193,849
GNMA commercial mortgage-related securities	2	(29)		26,202		21	(6,093)		357,733		(6,122)		383,935
Total	67	$	(2,199)	$	292,267	36	$	(6,164)	$	367,532	$	(8,363)	$	659,799

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, 2018:

	Less than 12 months					12 months or more					Total
($ in Thousands)	Number of Securities	Unrealized (Losses)		Fair Value		Number of Securities	Unrealized (Losses)		Fair Value		Unrealized (Losses)		Fair Value
Investment securities available for sale
U.S. Treasury securities	—	$	—	$	—	1	$	(1)	$	999	$	(1)	$	999
Residential mortgage-related securities
FNMA / FHLMC	15	(31)		17,993		17	(3,479)		189,405		(3,510)		207,398
GNMA	12	(4,529)		452,183		79	(37,355)		1,598,159		(41,885)		2,050,342
Private-label	1	(4)		1,003		—	—		—		(4)		1,003
GNMA commercial mortgage-related securities	—	—		—		93	(52,512)		1,220,854		(52,512)		1,220,854
FFELP asset-backed securities	13	(698)		142,432		—	—		—		(698)		142,432
Total	41	$	(5,262)	$	613,612	190	$	(93,347)	$	3,009,417	$	(98,610)	$	3,623,028
Investment securities held to maturity
Obligations of state and political subdivisions (municipal securities)	272	$	(2,860)	$	313,212	752	$	(12,419)	$	509,374	$	(15,279)	$	822,586
Residential mortgage-related securities
FNMA / FHLMC	13	(780)		57,896		22	(1,015)		28,888		(1,795)		86,784
GNMA	13	(414)		19,822		66	(7,767)		320,387		(8,181)		340,209
GNMA commercial mortgage-related securities	—	—		—		25	(22,579)		490,414		(22,579)		490,414
Total	298	$	(4,053)	$	390,929	865	$	(43,780)	$	1,349,063	$	(47,835)	$	1,739,992

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

89

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.

Based on the Corporation’s evaluation, management does not believe any unrealized loss at December 31, 2019 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 unrealized losses at December 31, 2019 for mortgage-related securities have declined due to the decrease in overall interest rates. The U.S. Treasury 3 year and 5 year rates decreased by 84 bp and 82 bp, respectively, from December 31, 2018. The Corporation does not intend to sell nor does it believe that it will be required to sell the securities in an unrealized loss position before recovery of their amortized cost basis.

FHLB and Federal Reserve Bank Stocks: The Corporation is required to maintain Federal Reserve stock and FHLB stock as a member bank 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, 2019 and 2018, the Corporation had FHLB stock of $149 million and $173 million, respectively. The Corporation had Federal Reserve Bank stock of $78 million and $77 million at December 31, 2019 and 2018, respectively.

Equity Securities

Equity securities with readily determinable fair values: The Corporation's portfolio of equity securities with readily determinable fair values is primarily comprised of CRA Qualified Investment mutual funds. At both December 31, 2019 and 2018, the Corporation had equity securities with readily determinable fair values of $2 million.

Equity securities without readily determinable fair values: The Corporation's portfolio of equity securities without readily determinable fair values consists of Visa Class B restricted shares that the Corporation received in 2008 as part of Visa's initial public offering. During the second quarter of 2019, the Corporation donated 42,039 shares of Visa Class B restricted shares to the Corporation's Charitable Remainder Trust, and the subsequent sale of those shares by the Trust resulted in an observable market price. As a result, the Corporation wrote up their remaining 77,000 Visa Class B restricted shares to fair value. Based on the existing transfer restriction and the uncertainty of the covered litigation, the Visa Class B restricted shares were previously carried at a zero cost basis. Thus, the Corporation had equity securities without readily determinable fair values of $13 million at December 31, 2019 and $0 at December 31, 2018.

Note 4 Loans

Loans at December 31 are summarized below:

($ in Thousands)	2019		2018
Commercial and industrial	$	7,354,594	$	7,398,044
Commercial real estate - owner occupied	911,265		920,443
Commercial and business lending	8,265,858		8,318,487
Commercial real estate - investor	3,794,517		3,751,554
Real estate construction	1,420,900		1,335,031
Commercial real estate lending	5,215,417		5,086,585
Total commercial	13,481,275		13,405,072
Residential mortgage	8,136,980		8,277,712
Home equity	852,025		894,473
Other consumer	351,159		363,171
Total consumer	9,340,164		9,535,357
Total loans(a)(b)	$	22,821,440	$	22,940,429

(a) During the third quarter of 2019, the Corporation sold approximately $240 million of portfolio mortgages as well as $33 million of nonaccrual and performing restructured loans.

(b) Includes $2 million and $5 million of purchased credit-impaired loans at December 31, 2019 and December 31, 2018, respectively.

90

The Corporation has granted loans to its 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:

($ in Thousands)	2019		2018
Balance at beginning of year	$	17,831	$	20,260
New loans	3,673		3,076
Repayments	(8,053)		(5,017)
Change due to status of executive officers and directors	3,320		(489)
Balance at end of year	$	16,772	$	17,831

The following table presents commercial and consumer loans by credit quality indicator at December 31, 2019:

($ in Thousands)	Pass		Special Mention		Potential Problem		Nonaccrual		Total
Commercial and industrial	$	7,118,448	$	79,525	$	110,308	$	46,312	$	7,354,594
Commercial real estate - owner occupied	866,193		25,115		19,889		67		911,265
Commercial and business lending	7,984,641		104,641		130,197		46,380		8,265,858
Commercial real estate - investor	3,620,785		139,873		29,449		4,409		3,794,517
Real estate construction	1,420,374		33		—		493		1,420,900
Commercial real estate lending	5,041,159		139,906		29,449		4,902		5,215,417
Total commercial	13,025,800		244,547		159,646		51,282		13,481,275
Residential mortgage	8,077,122		563		1,451		57,844		8,136,980
Home equity	841,757		1,164		—		9,104		852,025
Other consumer	350,260		748		—		152		351,159
Total consumer	9,269,139		2,475		1,451		67,099		9,340,164
Total loans(a)	$	22,294,939	$	247,022	$	161,097	$	118,380	$	22,821,440

(a) During the third quarter of 2019, the Corporation sold approximately $240 million of portfolio mortgages. In addition, the Corporation sold $33 million of residential mortgages and home equity loans, of which $21 million were pass loans and $12 million were nonaccrual loans.

The following table presents commercial and consumer loans by credit quality indicator at December 31, 2018: 

($ in Thousands)	Pass		Special Mention		Potential Problem		Nonaccrual		Total
Commercial and industrial	$	7,162,370	$	78,075	$	116,578	$	41,021	$	7,398,044
Commercial real estate - owner occupied	854,265		6,257		55,964		3,957		920,443
Commercial and business lending	8,016,635		84,332		172,542		44,978		8,318,487
Commercial real estate - investor	3,653,642		28,479		67,481		1,952		3,751,554
Real estate construction	1,321,447		8,771		3,834		979		1,335,031
Commercial real estate lending	4,975,089		37,249		71,315		2,931		5,086,585
Total commercial	12,991,724		121,582		243,856		47,909		13,405,072
Residential mortgage	8,203,729		434		5,975		67,574		8,277,712
Home equity	880,808		1,223		103		12,339		894,473
Other consumer	362,343		749		—		79		363,171
Total consumer	9,446,881		2,406		6,078		79,992		9,535,357
Total loans	$	22,438,605	$	123,988	$	249,935	$	127,901	$	22,940,429

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, an appropriate allowance for loan losses, allowance for unfunded commitments, nonaccrual, and charge off policies. See Note 1 for the Corporation's accounting policy for loans.

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 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

91

loans generally have a well-defined weakness, or weaknesses, which 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 in nonaccrual status or those with their terms restructured in a troubled debt restructuring meet this impaired loan definition. Commercial loans classified as special mention, potential problem, and nonaccrual are reviewed at a minimum on a quarterly basis, while pass and performing rated credits are reviewed on an annual basis or more frequently if the loan renewal is less than one year or if otherwise warranted.

The following table presents loans by past due status at December 31, 2019:

($ in Thousands)	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due and Still Accruing		Nonaccrual(a)		Total
Commercial and industrial	$	7,307,118	$	576	$	245	$	342	$	46,312	$	7,354,594
Commercial real estate - owner occupied	909,828		1,369		—		—		67		911,265
Commercial and business lending	8,216,947		1,945		245		342		46,380		8,265,858
Commercial real estate - investor	3,788,296		1,812		—		—		4,409		3,794,517
Real estate construction	1,420,310		64		33		—		493		1,420,900
Commercial real estate lending	5,208,606		1,876		33		—		4,902		5,215,417
Total commercial	13,425,552		3,821		278		342		51,282		13,481,275
Residential mortgage	8,069,863		8,749		525		—		57,844		8,136,980
Home equity	837,274		4,483		1,164		—		9,104		852,025
Other consumer	347,007		1,135		949		1,917		152		351,159
Total consumer	9,254,144		14,366		2,638		1,917		67,099		9,340,164
Total loans(b)	$	22,679,696	$	18,188	$	2,916	$	2,259	$	118,380	$	22,821,440

(a) Of the total nonaccrual loans, $48 million, or 41%, were current with respect to payment at December 31, 2019.

(b) During the third quarter of 2019, the Corporation sold approximately $240 million of portfolio mortgages. In addition, the Corporation sold $33 million of residential mortgages and home equity loans, of which $21 million were accruing current loans, $12 million were nonaccrual loans, and approximately $200,000 were 30-89 days past due accruing loans.

The following table presents loans by past due status at December 31, 2018:

($ in Thousands)	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due and Still Accruing		Nonaccrual(a)		Total
Commercial and industrial	$	7,356,187	$	187	$	338	$	311	$	41,021	$	7,398,044
Commercial real estate - owner occupied	913,787		2,580		119		—		3,957		920,443
Commercial and business lending	8,269,974		2,767		457		311		44,978		8,318,487
Commercial real estate - investor	3,745,835		2,954		813		—		1,952		3,751,554
Real estate construction	1,333,722		330		—		—		979		1,335,031
Commercial real estate lending	5,079,557		3,284		813		—		2,931		5,086,585
Total commercial	13,349,531		6,051		1,270		311		47,909		13,405,072
Residential mortgage	8,200,432		9,272		434		—		67,574		8,277,712
Home equity	876,085		4,826		1,223		—		12,339		894,473
Other consumer	358,970		1,401		868		1,853		79		363,171
Total consumer	9,435,487		15,499		2,525		1,853		79,992		9,535,357
Total loans	$	22,785,019	$	21,550	$	3,795	$	2,165	$	127,901	$	22,940,429

(a) Of the total nonaccrual loans, $74 million, or 58%, were current with respect to payment at December 31, 2018.

92

The following table presents impaired loans individually evaluated under ASC Topic 310, excluding $2 million of purchased credit-impaired loans, at December 31, 2019:

($ in Thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Loans with a related allowance
Commercial and industrial	$	47,249	$	63,346	$	12,010	$	45,290	$	1,832
Commercial real estate - owner occupied	1,676		1,682		19		1,774		88
Commercial and business lending	48,924		65,028		12,029		47,064		1,919
Commercial real estate - investor	928		2,104		15		950		15
Real estate construction	477		559		67		494		30
Commercial real estate lending	1,405		2,663		82		1,445		45
Total commercial	50,329		67,691		12,111		48,509		1,965
Residential mortgage	21,450		22,625		2,740		23,721		856
Home equity	3,076		3,468		1,190		3,756		191
Other consumer	1,247		1,249		125		1,250		1
Total consumer	25,773		27,342		4,055		28,726		1,047
Total loans	$	76,102	$	95,033	$	16,165	$	77,235	$	3,012
Loans with no related allowance
Commercial and industrial	$	14,787	$	33,438	$	—	$	20,502	$	63
Commercial real estate - owner occupied	—		—		—		—		—
Commercial and business lending	14,787		33,438		—		20,502		63
Commercial real estate - investor	3,705		3,705		—		3,980		159
Real estate construction	—		—		—		—		—
Commercial real estate lending	3,705		3,705		—		3,980		159
Total commercial	18,491		37,142		—		24,482		222
Residential mortgage	14,104		14,461		—		10,962		373
Home equity	1,346		1,383		—		1,017		21
Other consumer	—		—		—		—		—
Total consumer	15,450		15,845		—		11,979		394
Total loans	$	33,941	$	52,987	$	—	$	36,462	$	616
Total
Commercial and industrial	$	62,035	$	96,784	$	12,010	$	65,792	$	1,895
Commercial real estate - owner occupied	1,676		1,682		19		1,774		88
Commercial and business lending	63,711		98,466		12,029		67,566		1,982
Commercial real estate - investor	4,633		5,808		15		4,931		174
Real estate construction	477		559		67		494		30
Commercial real estate lending	5,110		6,367		82		5,425		204
Total commercial	68,820		104,833		12,111		72,991		2,186
Residential mortgage	35,554		37,087		2,740		34,683		1,229
Home equity	4,422		4,851		1,190		4,773		211
Other consumer	1,247		1,249		125		1,250		1
Total consumer	41,223		43,187		4,055		40,706		1,441
Total loans(a)	$	110,043	$	148,020	$	16,165	$	113,697	$	3,628

(a) The net recorded investment (defined as recorded investment, net of the related allowance) of the impaired loans represented 63% of the unpaid principal balance at December 31, 2019.

93

The following table presents impaired loans individually evaluated under ASC Topic 310, excluding $5 million of purchased credit-impaired loans, at December 31, 2018: 

($ in Thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Loans with a related allowance
Commercial and industrial	$	40,747	$	42,131	$	5,721	$	52,461	$	1,167
Commercial real estate - owner occupied	2,080		2,087		24		2,179		104
Commercial and business lending	42,827		44,218		5,745		54,640		1,271
Commercial real estate - investor	799		805		28		827		38
Real estate construction	510		589		75		533		32
Commercial real estate lending	1,309		1,394		103		1,360		70
Total commercial	44,136		45,612		5,848		56,000		1,341
Residential mortgage	41,691		45,149		6,023		42,687		1,789
Home equity	9,601		10,539		3,312		10,209		566
Other consumer	1,181		1,183		121		1,184		3
Total consumer	52,473		56,871		9,456		54,080		2,358
Total loans	$	96,609	$	102,483	$	15,304	$	110,079	$	3,699
Loans with no related allowance
Commercial and industrial	$	22,406	$	45,024	$	—	$	21,352	$	(344)
Commercial real estate - owner occupied	3,772		4,823		—		3,975		—
Commercial and business lending	26,178		49,847		—		25,327		(344)
Commercial real estate - investor	1,585		2,820		—		980		68
Real estate construction	—		—		—		—		—
Commercial real estate lending	1,585		2,820		—		980		68
Total commercial	27,763		52,667		—		26,307		(276)
Residential mortgage	8,795		9,074		—		8,790		203
Home equity	523		542		—		530		—
Other consumer	—		—		—		—		—
Total consumer	9,318		9,616		—		9,320		203
Total loans	$	37,081	$	62,283	$	—	$	35,627	$	(73)
Total
Commercial and industrial	$	63,153	$	87,155	$	5,721	$	73,813	$	823
Commercial real estate - owner occupied	5,852		6,910		24		6,154		104
Commercial and business lending	69,005		94,065		5,745		79,967		927
Commercial real estate - investor	2,384		3,625		28		1,807		106
Real estate construction	510		589		75		533		32
Commercial real estate lending	2,894		4,214		103		2,340		138
Total commercial	71,899		98,279		5,848		82,307		1,065
Residential mortgage	50,486		54,223		6,023		51,477		1,992
Home equity	10,124		11,081		3,312		10,739		566
Other consumer	1,181		1,183		121		1,184		3
Total consumer	61,791		66,487		9,456		63,400		2,561
Total loans(a)	$	133,690	$	164,766	$	15,304	$	145,707	$	3,626

(a) The net recorded investment (defined as recorded investment, net of the related allowance) of the impaired loans represented 72% of the unpaid principal balance at December 31, 2018.

94

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.

The following table presents nonaccrual and performing restructured loans by loan portfolio:

	December 31, 2019				December 31, 2018				December 31, 2017
($ in Thousands)	Performing Restructured Loans		Nonaccrual Restructured Loans(a)		Performing Restructured Loans		Nonaccrual Restructured Loans(a)		Performing Restructured Loans		Nonaccrual Restructured Loans(a)
Commercial and industrial	$	16,678	$	7,376	$	25,478	$	249	$	30,047	$	1,776
Commercial real estate - owner occupied	1,676		—		2,080		—		3,989		—
Commercial real estate - investor	293		—		799		933		14,389		—
Real estate construction	298		179		311		198		310		157
Residential mortgage	3,955		13,035		16,036		22,279		17,068		18,991
Home equity	1,896		1,904		7,385		2,627		7,705		2,537
Other consumer	1,246		1		1,174		6		1,110		25
Total restructured loans(b)	$	26,041	$	22,494	$	53,263	$	26,292	$	74,618	$	23,486

(a) Nonaccrual restructured loans have been included within nonaccrual loans.

(b) During the third quarter of 2019, the Corporation sold $21 million of performing restructured loans, of which $18 million were residential mortgages and $3 million were home equity loans. In addition, the Corporation sold $7 million of nonaccrual restructured residential mortgage loans during the third quarter of 2019.

The Corporation had a recorded investment of approximately $16 million in loans modified in troubled debt restructurings for the year ended December 31, 2019, of which approximately $3 million were in accrual status and $13 million were in nonaccrual pending a sustained period of repayment. As of December 31, 2019 there was approximately $3 million of commitments to lend additional funds to borrowers with restructured loans. The following table provides the number of loans modified in a troubled debt restructuring by loan portfolio, the recorded investment, and unpaid principal balance:

	Years Ended December 31,
	2019					2018					2017
($ in Thousands)	Number of Loans	Recorded Investment(a)		Unpaid Principal Balance(b)		Number of Loans	Recorded Investment(a)		Unpaid Principal Balance(b)		Number of Loans	Recorded Investment(a)		Unpaid Principal Balance(b)
Commercial and industrial	6	$	7,588	$	7,703	5	$	1,315	$	1,330	8	$	3,991	$	6,339
Commercial real estate - owner occupied	—	—		—		—	—		—		2	690		690
Commercial real estate - investor	—	—		—		2	1,393		1,472		—	—		—
Real estate construction	1	77		77		1	78		80		—	—		—
Residential mortgage	53	7,436		7,517		41	6,977		7,210		45	4,238		4,364
Home equity	24	831		845		34	1,649		1,681		22	507		507
Other consumer	1	8		8		3	17		19		—	—		—
Total	85	$	15,940	$	16,150	86	$	11,429	$	11,792	77	$	9,426	$	11,900

(a) Represents post-modification outstanding recorded investment.

(b) 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, 2019, restructured loan modifications of commercial and industrial, commercial real estate, and real estate construction loans primarily included maturity date extensions, interest rate concessions, payment schedule modifications, or a combination of these concessions. Restructured loan modifications of home equity and residential mortgage loans primarily included maturity date extensions, interest rate concessions, non-reaffirmed Chapter 7 bankruptcies, or a combination of these concessions.

95

The following table provides the number of loans modified in a troubled debt restructuring during the previous twelve months which subsequently defaulted during the year ended December 31, 2019, 2018, and 2017, respectively, as well as the recorded investment in these restructured loans as of December 31, 2019, 2018, and 2017, respectively:

	Years Ended December 31,
	2019			2018			2017
($ in Thousands)	Number of Loans	Recorded Investment		Number of Loans	Recorded Investment		Number of Loans	Recorded Investment
Commercial and industrial	—	$	—	3	$	—	2	$	—
Commercial real estate — investor	1	461		—	—		—	—
Residential mortgage	38	5,630		20	3,553		36	3,137
Home equity	27	868		32	1,688		27	735
Other consumer	—	—		—	—		1	7
Total	66	$	6,959	55	$	5,241	66	$	3,879

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.

Allowance for Credit Losses

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. See Note 1 for the Corporation's accounting policy on the allowance for loan losses. 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 16 for additional information on the allowance for unfunded commitments.

A summary of the changes in the allowance for loan losses by portfolio segment for the year ended December 31, 2019, is as follows:

($ in Thousands)	Commercial and industrial		Commercial real estate - owner occupied		Commercial real estate - investor		Real estate construction		Residential mortgage		Home equity		Other consumer		Total
December 31, 2018	$	108,835	$	9,255	$	40,844	$	28,240	$	25,595	$	19,266	$	5,988	$	238,023
Charge offs	(63,315)		(222)		—		(60)		(3,322)		(1,846)		(5,548)		(74,313)
Recoveries	11,875		2,795		31		302		692		2,599		868		19,161
Net charge offs	(51,441)		2,573		31		243		(2,630)		753		(4,681)		(55,152)
Provision for loan losses	33,738		(1,543)		(361)		(3,568)		(6,005)		(9,093)		5,332		18,500
December 31, 2019	$	91,133	$	10,284	$	40,514	$	24,915	$	16,960	$	10,926	$	6,639	$	201,371
Allowance for loan losses
Individually evaluated for impairment	$	12,010	$	19	$	15	$	67	$	2,740	$	1,190	$	125	$	16,165
Collectively evaluated for impairment	79,123		10,265		40,498		24,848		14,220		9,737		6,514		185,205
Total allowance for loan losses	$	91,133	$	10,284	$	40,514	$	24,915	$	16,960	$	10,926	$	6,639	$	201,371
Loans
Individually evaluated for impairment	$	62,035	$	1,676	$	4,633	$	477	$	35,554	$	4,422	$	1,247	$	110,043
Collectively evaluated for impairment	7,292,217		909,010		3,789,755		1,420,416		8,100,958		847,577		349,912		22,709,845
Acquired and accounted for under ASC 310-30(a)	342		579		129		7		469		26		—		1,552
Total loans	$	7,354,594	$	911,265	$	3,794,517	$	1,420,900	$	8,136,980	$	852,025	$	351,159	$	22,821,440

(a) Loans acquired in business combinations and accounted for under ASC Subtopic 310-30 "Receivables — Loans and Debt Securities Acquired with Deteriorated Credit Quality."

96

For comparison purposes, a summary of the changes in the allowance for loan losses by portfolio segment for the year ended December 31, 2018, is as follows:

($ in Thousands)	Commercial and industrial		Commercial real estate - owner occupied		Commercial real estate - investor		Real estate construction		Residential mortgage		Home equity		Other consumer		Total
December 31, 2017	$	123,068	$	10,352	$	41,059	$	34,370	$	29,607	$	22,126	$	5,298	$	265,880
Charge offs	(30,837)		(1,363)		(7,914)		(298)		(1,627)		(3,236)		(5,261)		(50,536)
Recoveries	13,714		639		668		446		1,271		2,628		812		20,179
Net charge offs	(17,123)		(724)		(7,246)		149		(355)		(608)		(4,448)		(30,358)
Provision for loan losses	2,890		(373)		7,031		(6,279)		(3,657)		(2,252)		5,138		2,500
December 31, 2018	$	108,835	$	9,255	$	40,844	$	28,240	$	25,595	$	19,266	$	5,988	$	238,023
Allowance for loan losses
Individually evaluated for impairment	$	5,721	$	24	$	28	$	75	$	6,023	$	3,312	$	121	$	15,304
Collectively evaluated for impairment	103,114		9,231		40,816		28,165		19,572		15,954		5,867		222,719
Total allowance for loan losses	$	108,835	$	9,255	$	40,844	$	28,240	$	25,595	$	19,266	$	5,988	$	238,023
Loans
Individually evaluated for impairment	$	63,153	$	5,852	$	2,384	$	510	$	50,486	$	10,124	$	1,181	$	133,690
Collectively evaluated for impairment	7,331,898		913,708		3,748,883		1,334,500		8,226,642		884,266		361,990		22,801,887
Acquired and accounted for under ASC 310-30(a)	2,994		883		287		21		584		83		—		4,853
Total loans	$	7,398,044	$	920,443	$	3,751,554	$	1,335,031	$	8,277,712	$	894,473	$	363,171	$	22,940,429

(a) Loans acquired in business combinations and accounted for under ASC Subtopic 310-30 "Receivables — Loans and Debt Securities Acquired with Deteriorated Credit Quality."

The following table provides a summary of the changes in allowance for loan losses in the Corporation's oil and gas portfolio at December 31, 2019 and December 31, 2018:

	Years Ended December 31,
($ in Millions)	2019			2018
Balance at beginning of period	$	12		$	27
Charge offs	(50)			(24)
Recoveries	5			6
Net Charge offs	(44)			(17)
Provision for loan losses	45			2
Balance at end of period	$	12		$	12
Allowance for loan losses
Individually evaluated for impairment	$	3		$	—
Collectively evaluated for impairment	9			12
Total allowance for loan losses	$	12		$	12
Oil & Gas Allowance for loan losses to Total Oil & Gas Loans	2.56		%	1.62		%
Loans
Individually evaluated for impairment	$	23		$	22
Collectively evaluated for impairment	460			725
Total loans	$	484		$	747

97

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 16 for additional information on the allowance for unfunded commitments and see Note 1 for the Corporation's accounting policy for allowance for unfunded commitments. A summary of the changes in the allowance for unfunded commitments was as follows:

	Years Ended December 31,
($ in Thousands)	2019		2018		2017
Allowance for Unfunded Commitments
Balance at beginning of period	$	24,336	$	24,400	$	25,400
Provision for unfunded commitments	(2,500)		(2,500)		(1,000)
Amount recorded at acquisition	70		2,436		—
Balance at end of period	$	21,907	$	24,336	$	24,400

Loans Acquired in Acquisition

Loans acquired in a business combination are recorded at estimated fair value on their purchase date without a carryover of the related allowance for loan and lease losses. Acquired loans are segregated into two types:

•Performing loans are accounted for in accordance with ASC Topic 310-20 "Nonrefundable Fees and Other Costs" as these loans do not have evidence of credit deterioration since origination.

•Nonperforming loans are accounted for in accordance with ASC Topic 310-30 as they display significant credit deterioration since origination.

For performing loans the difference between the estimated fair value of the loans and the principal outstanding is accreted over the remaining life of the loans.

In accordance with ASC 310-30, purchased credit-impaired loans are pooled by loan type and the difference between contractually required payments at acquisition and the cash flows expected to be collected is referred to as the non-accretable difference. Further, any excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable yield and is recognized into interest income over the remaining life of the loan pools when there is a reasonable expectation about the amount and timing of such cash flows. If a reasonable expectation on the amount or timing of such cash flows cannot be determined, accretion of the fair value discount for nonperforming loans will be recognized using the cost recovery method of accounting.

Changes in the accretable yield for loans acquired and accounted for under ASC Topic 310-30 were as follows for the years ended December 31, 2019, and 2018 respectively:

($ in Thousands)	Year Ended December 31, 2019		Year Ended December 31, 2018
Changes in Accretable Yield
Balance at beginning of period	$	1,482	$	—
Purchases	—		4,853
Accretion	(940)		(4,954)
Net reclassification from non-accretable yield	23		1,605
Other(a)	—		(22)
Balance at end of period	$	568	$	1,482

(a) Primarily includes charge offs which are accounted for under ASC Subtopic 310-30 "Receivables — Loans and Debt Securities Acquired with Deteriorated Credit Quality."

For loans acquired, the fair value of purchased credit-impaired loans, on the acquisition date, was determined based on assigned risk ratings, expected cash flows and the fair value of loan collateral. The fair value of loans that were non-impaired was determined based on estimates of losses on defaults and other market factors. The Corporation's Huntington branch acquisition included no purchased credit-impaired loans.

At December 31, 2019, the Corporation had a total of approximately $12 million in net unaccreted purchase discount, of which approximately $12 million was related to performing loans and less than $1 million was related to the Corporation's purchased credit-impaired loans. At December 31, 2018, the Corporation had a total of approximately $20 million in net unaccreted purchase discount, of which approximately $18 million was related to performing loans and approximately $2 million was related to the Corporation's purchased credit-impaired loans.

98

Note 5 Goodwill and Other Intangible Assets

Goodwill  

Goodwill is not amortized but is instead 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 2019, 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 changes 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 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 2019 impairment testing that have changed the Corporation's impairment assessment conclusion. There were no impairment charges recorded in 2019, 2018, or 2017.

The Corporation had goodwill of $1.2 billion at both December 31, 2019 and 2018. Goodwill increased $7 million in 2019, due to the Huntington branch acquisition. During 2018, goodwill increased $175 million related to the Bank Mutual acquisition, $10 million related to the acquisition of Diversified, and $7 million related to the acquisition of Anderson. See Note 2 for additional information on the Corporation's acquisitions.

Other Intangible Assets  

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

($ in Thousands)	2019		2018		2017
Core deposit intangibles
Gross carrying amount	$	80,730	$	58,100	$	4,385
Accumulated amortization	(12,456)		(5,326)		(4,385)
Net book value	$	68,274	$	52,774	$	—
Additions during the period	$	22,630	$	58,100	$	—
Amortization during the year	$	7,130	$	5,326	$	112
Other intangibles
Gross carrying amount	$	44,887	$	44,931	$	34,572
Reductions due to sale	(217)		(43)		—
Accumulated amortization	(24,643)		(21,825)		(18,992)
Net book value	$	20,027	$	23,062	$	15,580
Additions during the period	$	—	$	10,359	$	2,162
Amortization during the year	$	2,818	$	2,833	$	1,847

Mortgage Servicing Rights 

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

99

A summary of changes in the balance of the MSRs asset and the MSRs valuation allowance is as follows:

($ in Thousands)	2019			2018			2017
Mortgage servicing rights
Mortgage servicing rights at beginning of year	$	68,433		$	59,168		$	62,085
Additions from acquisition	—			8,136			—
Additions	11,606			10,722			7,167
Amortization	(12,432)			(9,594)			(10,084)
Mortgage servicing rights at end of year	$	67,607		$	68,433		$	59,168
Valuation allowance at beginning of year	(239)			(784)			(609)
(Additions) recoveries, net	(63)			545			(175)
Valuation allowance at end of year	(302)			(239)			(784)
Mortgage servicing rights, net	$	67,306		$	68,193		$	58,384
Fair value of mortgage servicing rights	$	72,532		$	81,012		$	64,387
Portfolio of residential mortgage loans serviced for others (“servicing portfolio”)	$	8,484,977		$	8,600,983		$	7,646,846
Mortgage servicing rights, net to servicing portfolio	0.79		%	0.79		%	0.76		%
Mortgage servicing rights expense(a)	$	12,494		$	9,049		$	10,259

(a) 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 on the consolidated statements of income.

The projections of amortization expense are based on existing asset balances, the current interest rate environment, and prepayment speeds as of December 31, 2019. 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. The following table shows the estimated future amortization expense for amortizing intangible assets:

($ in Thousands)	Core Deposit Intangibles		Other Intangibles		Mortgage Servicing Rights
Year ending December 31,
2020	$	8,073	$	2,681	$	10,628
2021	8,073		2,656		11,481
2022	8,073		2,633		9,576
2023	8,073		2,614		7,967
2024	8,073		2,594		6,621
Beyond 2024	27,909		6,850		21,336
Total Estimated Amortization Expense	$	68,274	$	20,027	$	67,607

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 is as follows:

		2019						2018
($ in Thousands)	Estimated Useful Lives	Cost		Accumulated Depreciation		Net Book Value		Net Book Value
Land	—	$	69,649	$	—	$	69,649	$	67,737
Land improvements	3 – 15 years	17,868		8,513		9,355		7,212
Buildings and improvements	5 – 39 years	394,191		163,833		230,358		212,536
Computers	3 – 5 years	47,291		34,049		13,242		12,392
Furniture, fixtures and other equipment	3 – 15 years	176,023		122,681		53,342		49,891
Operating leases	—	53,982		8,602		$	45,381	$	—
Leasehold improvements	3 – 15 years	36,842		22,884		13,958		13,457
Total premises and equipment		$	795,846	$	360,562	$	435,284	$	363,225

Depreciation and amortization of premises and equipment totaled $34 million for both 2019 and 2018, and totaled $32 million in 2017.

100

During 2019, the Corporation acquired properties as a result of the Huntington branch acquisition which resulted in an increase in the net book value of buildings and improvements from 2018.

On January 1, 2019, the Corporation adopted ASU 2016-02 using a modified retrospective approach which required operating leases to be capitalized on the consolidated balance sheets. This resulted in a right-of-use asset of $45 million at December 31, 2019 compared to zero at December 31, 2018. See Note 7 for additional information on operating leases.

Note 7 Leases

The Corporation has operating leases for retail and corporate offices, land, and equipment. The Corporation also has a finance lease for land.

These leases have original terms of 1 year or longer with remaining maturities up to 43 years, some of which include options to extend the lease term. An analysis of the lease options has been completed and any optional periods that the Corporation is reasonably likely to extend have been included in the capitalization.

The discount rate used to capitalize the operating leases is the Corporation's FHLB borrowing rate on the date of lease commencement. When determining the rate to discount specific lease obligations, the repayment period and term are considered.

Operating and finance lease costs and cash flows resulting from these leases are presented below:

($ in Thousands)	Twelve Months Ended December 31, 2019
Operating Lease Costs	$	11,006
Finance Lease Costs	36
Operating Lease Cash Flows	11,305
Finance Lease Cash Flows	35

The lease classifications on the consolidated balance sheets were as follows:

	December 31, 2019
($ in Thousands)	Amount		Consolidated Balance Sheets Category
Operating lease right-of-use asset	$	45,381	Premises and equipment
Finance lease right-of-use asset	2,188		Other assets
Operating lease liability	49,292		Accrued expenses and other liabilities
Finance lease liability	2,209		Other long-term funding

The lease payment obligations, weighted-average remaining lease term, and weighted-average discount rate were as follows:

	December 31, 2019
($ in Thousands)	Lease payments		Weighted-average lease term (in years)	Weighted-average discount rate
Operating leases
Equipment	$	46	0.83	2.72	%
Retail and corporate offices	48,940		6.49	3.34	%
Land	6,594		9.57	3.21	%
Total operating leases	$	55,580	6.83	3.32	%
Finance leases
Land	$	4,827	39.67	3.99	%
Total finance leases	$	4,827	39.67	3.99	%

101

Contractual lease payment obligations for each of the next five years and thereafter, in addition to a reconciliation to the Corporation’s lease liability, were as follows:

($ in Thousands)	Operating Leases		Finance Leases		Total Leases
Twelve Months Ending December 31, 2020	$	10,662	$	85	$	10,747
2021	10,136		85		10,221
2022	7,854		85		7,939
2023	5,625		85		5,710
2024	4,988		88		5,076
Beyond 2024	16,316		4,398		20,714
Total lease payments	$	55,580	$	4,827	$	60,407
Less: interest	6,288		2,617		8,905
Present value of lease payments	$	49,292	$	2,209	$	51,501

As of December 31, 2019, additional operating leases, primarily retail and corporate offices, that had not yet commenced at December 31, 2019 total $16 million. In addition, finance leases that had not yet commenced at December 31, 2019 total $2 million. These leases will commence between January 2020 and July 2023 with lease terms of 3 years to 6 years.

The Corporation conducts a portion of its business through certain facilities and equipment under noncancelable operating leases. The Corporation also leases a subdivision of some of its facilities and receives rental income from such lease agreements. The approximate minimum annual rental payments and rental receipts under noncancelable agreements and leases with remaining terms in excess of one year are as follows:

($ in Thousands)	Payments		Receipts
2020	$	9,876	$	3,189
2021	9,976		2,903
2022	7,822		2,127
2023	5,977		1,723
2024	5,315		1,583
Thereafter	21,393		8,081
Total	$	60,359	$	19,606

Total rental expense under leases, net of lease income, totaled $5 million in 2019, $10 million in 2018, and $6 million in 2017, respectively.

Practical Expedients

The Corporation elected several practical expedients made available by the FASB. Due to materiality, the Corporation elected not to restate comparative periods upon adoption of the new guidance. In addition, the Corporation elected the package of practical expedients whereby the Corporation did not reassess (i) whether existing contracts are, or contain, leases and (ii) lease classification for existing leases. Lastly, the Corporation elected not to separate lease and non-lease components in determining the consideration in the lease agreement.

Note 8 Deposits

The distribution of deposits at December 31 is as follows:

($ in Thousands)	2019		2018
Noninterest-bearing demand	$	5,450,709	$	5,698,530
Savings	2,735,036		2,012,841
Interest-bearing demand	5,329,717		5,336,952
Money market	7,640,798		9,033,669
Brokered CDs	5,964		192,234
Other time	2,616,839		2,623,167
Total deposits	$	23,779,064	$	24,897,393

Time deposits of $100,000 or more were $1.3 billion and $1.4 billion for December 31, 2019 and 2018, respectively. Time deposits of $250,000 or more were $861 million and $924 million at December 31, 2019 and 2018, respectively.

102

Aggregate annual maturities of all time deposits at December 31, 2019, are as follows:

Maturities During Year Ending December 31,	($ in Thousands)
2020	$	1,947,004
2021	477,780
2022	97,141
2023	55,028
2024	45,510
Thereafter	340
Total	$	2,622,803

Note 9 Short- and Long-Term Funding

The following table presents the components of short-term funding (funding with original contractual maturities of one year or less), long-term funding (funding with original contractual maturities greater than one year), and FHLB advances (funding based on original contractual maturities):

($ in Thousands)	December 31, 2019		December 31, 2018
Short-Term Funding
Federal funds purchased	$	362,000	$	19,710
Securities sold under agreements to repurchase	71,097		91,941
Federal funds purchased and securities sold under agreements to repurchase	433,097		111,651
Commercial paper	32,016		45,423
Total short-term funding	$	465,113	$	157,074
Long-Term Funding
Corporation senior notes, at par, due 2019	$	—	$	250,000
Bank senior notes, at par, due 2021	300,000		300,000
Corporation subordinated notes, at par, due 2025	250,000		250,000
Finance leases	2,209		—
Capitalized costs	(2,866)		(4,389)
Total long-term funding	549,343		795,611
Total short and long-term funding, excluding FHLB advances	$	1,014,456	$	952,685
FHLB Advances
Short-term FHLB advances	$	520,000	$	900,000
Long-term FHLB advances	2,660,967		2,674,371
Total FHLB advances	$	3,180,967	$	3,574,371
Total short and long-term funding	$	4,195,422	$	4,527,056

Securities Sold Under Agreement to Repurchase

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, 2019, the Corporation pledged agency mortgage-related securities with a fair value of $153 million as collateral for the repurchase agreements. Securities pledged as collateral under repurchase agreements are maintained with the Corporation's safekeeping agents and are monitored on a daily basis due to the market risk of fair value changes in the underlying securities. The Corporation generally pledges excess securities to ensure there is sufficient collateral to satisfy short-term fluctuations in both the repurchase agreement balances and the fair value of the underlying securities.

103

The remaining contractual maturity of the securities sold under agreements to repurchase on the consolidated balance sheets as of December 31, 2019 and December 31, 2018 are presented in the following table:

	Remaining Contractual Maturity of the Agreements
($ in Thousands)	Overnight and Continuous		Up to 30 days		30-90 days		Greater than 90 days		Total
December 31, 2019
Repurchase agreements
Agency mortgage-related securities	$	71,097	$	—	$	—	$	—	$	71,097
Total	$	71,097	$	—	$	—	$	—	$	71,097
December 31, 2018
Repurchase agreements
Agency mortgage-related securities	$	91,941	$	—	$	—	$	—	$	91,941
Total	$	91,941	$	—	$	—	$	—	$	91,941

Long-Term Funding

Senior Notes 

In August 2018, the Bank issued $300 million of senior notes, due August 2021, and callable July 2021. The senior notes have a fixed coupon interest rate of 3.50% and were issued at a discount.

In November 2014, the Corporation issued $250 million of senior notes, due November 2019, and callable October 2019. The senior notes had a fixed coupon interest rate of 2.75% and were issued at a discount. On October 15, 2019, these notes were redeemed in full.

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.

Finance Leases

The Corporation entered into a 40-year land lease, maturing August 2059, with an option to purchase in August 2022. The finance lease has a fixed interest rate of 3.99%.

FHLB Advances  

At December 31, 2019, the Corporation had $3.2 billion of FHLB advances, down $393 million from December 31, 2018.

As of December 31, 2019, the Corporation had $1.5 billion of putable FHLB advances with a one-time option where the FHLB can call the advance prior to the contractual maturity. The contractual weighted average life to the put date of these advances was 0.27 years, with each of the options set to expire in 2020. The weighted average life to contractual maturity on these advances was 5.66 years, with those dates ranging from 2023 through 2028. As of December 31, 2019, due to the lower rate environment, it is probable that none of these advances will be called by the FHLB and will extend to their final maturities.

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). At December 31, 2019, the Corporation had $9.6 billion of total collateral capacity, primarily supported by residential mortgage and home equity loans.

104

The original contractual maturity or next put date of the Corporation's FHLB advances as of December 31, 2019 and December 31, 2018 are presented in the following table:

	December 31, 2019				December 31, 2018
($ in Thousands)	Amount		Weighted Average Contractual Coupon Rate		Amount		Weighted Average Contractual Coupon Rate
Maturity or put date 1 year or less	$	2,055,056	2.19	%	$	2,262,584	2.06	%
After 1 but within 2	14,099		2.95	%	1,285,039		2.39	%
After 2 but within 3	504,154		2.12	%	14,393		2.98	%
After 3 years	607,657		2.29	%	12,354		4.55	%
FHLB advances and overall rate	$	3,180,967	2.20	%	$	3,574,371	2.19	%

The table below summarizes the maturities of the Corporation’s long-term funding, including long-term FHLB advances, at December 31, 2019:

Year	($ in Thousands)
2020	$	85,095
2021	312,700
2022	504,193
2023	202,572
2024	250,673
Thereafter	1,855,075
Total long-term funding	$	3,210,310

Note 10 Stockholders' Equity

Preferred Equity: In June 2015, the Corporation issued 2.6 million 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. 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 depositary shares of the Corporation's Series C Preferred Stock. As of December 31, 2019, $10 million remained available under this repurchase authorization.

In September 2016, the Corporation issued 4.0 million depositary shares, each representing a 1/40th interest in a share of the Corporation’s 5.375% Non-Cumulative Perpetual Preferred Stock, Series D, liquidation preference $1,000 per share. Dividends on the Series D 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 5.375%. Shares of the Series D 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 D Preferred Stock have been declared for that period, and sufficient funds have been set aside to make payment. The Series D 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, 2021, 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 D Preferred Stock does not have any voting rights.

On July 25, 2017, the Board of Directors authorized the repurchase of up to $15 million of depositary shares of the Corporation's Series D Preferred Stock. As of December 31, 2019, $14 million remained available under this repurchase authorization.

105

In September 2018, the Corporation issued 4.0 million depositary shares, each representing a 1/40th interest in a share of the Corporation’s 5.875% Non-Cumulative Perpetual Preferred Stock, Series E, liquidation preference $1,000 per share. Dividends on the Series E 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 5.875%. Shares of the Series E 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 E Preferred Stock have been declared for that period, and sufficient funds have been set aside to make payment. The Series E 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 December 15, 2023, 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 E Preferred Stock does not have any voting rights.

Subsidiary Equity: At December 31, 2019, subsidiary equity equaled $3.9 billion. See Note 19 for additional information on regulatory requirements for the Bank.

Common Stock Repurchases: In 2019, the Board of Directors approved additional authorizations for the repurchase of up to $250 million of the Corporation’s common stock. During the year, the Corporation repurchased 8.2 million shares for $177 million (or an average cost per common share of $21.62).

During 2018, the Board of Directors authorized the repurchase of up to $300 million of the Corporation’s common stock. Under 2018 authorizations, and the remaining $51 million available under the 2015 authorization, the Corporation repurchased 9.5 million shares for $240 million (or an average cost per common share of $25.29).

The Corporation also repurchased shares in satisfaction of minimum tax withholding obligations in connection with settlements of equity compensation totaling approximately $9 million (397,969 shares at an average cost per common share of $21.59) during 2019 compared to approximately $7 million (292,070 shares at an average cost per common share of $24.47) during 2018.

As of December 31, 2019, approximately $184 million remained available to repurchase shares of common stock under previously approved Board of Director authorizations. The repurchase of shares will be based on market and investment opportunities, capital levels, growth prospects, and any necessary regulatory approvals and other 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 February 2017, the Board of Directors, with subsequent approval of the Corporation’s shareholders, approved the adoption of the 2017 Incentive Compensation Plan. All remaining shares available for grant under the 2013 Incentive Compensation Plan were rolled into the 2017 Plan. As of December 31, 2019, approximately 7.6 million shares remained available for grant under the 2017 Plan.

Under the 2017 Plan, options are generally exercisable up to ten 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.

The Corporation also issues restricted stock awards under the 2017 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 years or four years, depending upon whether the awards are performance-based or service-based. Performance-based awards are based on earnings per share performance goals, relative total shareholder return, and continued employment or meeting the requirements for retirement and service-based awards are contingent upon continued employment or meeting the requirements for retirement. Performance-based restricted stock awards vest over a performance period of three years and service-based restricted stock awards vest ratably over four years.

106

The 2017 Plan provides that restricted stock awards and stock options will immediately become fully vested upon retirement from the Corporation of retirement eligible colleagues. See Note 1 for the Corporation’s accounting policy for stock based compensation.

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. For retirement eligible colleagues, 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 on the consolidated statements of income.

Performance awards are based on performance goals of earnings per share and total shareholder return with vesting ranging from a minimum of 0% to a maximum of 150% of the target award. Performance awards are valued utilizing a Monte Carlo simulation model to estimate fair value of the awards at the grant date.

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 2019, 2018, and 2017:

	2019		2018		2017
Dividend yield	3.30	%	2.50	%	2.00	%
Risk-free interest rate	2.60	%	2.60	%	2.00	%
Weighted average expected volatility	24.00	%	22.00	%	25.00	%
Weighted average expected life	5.75 years		5.75 years		5.5 years
Weighted average per share fair value of options	$4.00		$4.47		$5.30

A summary of the Corporation’s stock option activity for the year ended December 31, 2019 is presented below:

Stock Options	Shares(a)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value  ($ in thousands)
Outstanding at December 31, 2018	5,281	$	19.09	6.18 years	$	12,392
Granted	1,050	22.77
Exercised	(674)	15.75
Forfeited or expired	(114)	22.42
Outstanding at December 31, 2019	5,543	$	20.13	6.25 years	$	16,043
Options exercisable at December 31, 2019	3,360	$	18.22	4.95 years	$	14,980

(a) In thousands

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, 2019, 2018, and 2017 the intrinsic value of stock options exercised was $4 million, $10 million, and $13 million, respectively. The total fair value of stock options that vested was $3 million for the year ended December 31, 2019 and $4 million for both of the years ended December 31, 2018 and 2017.

For the years ended December 31, 2019, 2018, and 2017, the Corporation recognized compensation expense of $4 million for each of the three years, for the vesting of stock options. Included in compensation expense for 2019 was $1 million of expense for the accelerated vesting of stock options granted to retirement eligible colleagues. At December 31, 2019, the Corporation had $4 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 first quarter 2023.

107

The following table summarizes information about the Corporation’s restricted stock activity for the year ended December 31, 2019:

Restricted Stock	Shares(a)	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2018	1,993	$	21.92
Granted	1,180	22.20
Vested	(710)	20.61
Forfeited	(69)	23.84
Outstanding at December 31, 2019	2,393	$	22.39

(a) In thousands

The Corporation amortizes the expense related to restricted stock awards as compensation expense over the vesting period specified in the grant. Expense for restricted stock awards of approximately $21 million was recorded for year ended December 31, 2019, $13 million for the year ended December 31, 2018 and $18 million for the year ended December 31, 2017. Included in compensation expense for 2019 was approximately $4 million of expense for the accelerated vesting of restricted stock awards granted to retirement eligible colleagues. The Corporation had $20 million of unrecognized compensation costs related to restricted stock awards at December 31, 2019, that is expected to be recognized over the remaining requisite service periods that extend predominantly through first quarter 2023. 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, of the notes to consolidated financial statements, 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 the receipt of any necessary regulatory approvals. 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 RAP, covering substantially all employees who meet participation requirements. 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.

The Corporation also provides legacy healthcare access to a limited group of retired employees from a previous acquisition in the Postretirement Plan. There are no other active retiree healthcare plans.

Bank Mutual was acquired on February 1, 2018. The Bank Mutual Pension Plan was merged into the RAP on December 31, 2018. Bank Mutual's Postretirement Plan was merged into the Corporation's Postretirement Plan during the first quarter of 2018. The reported figures in 2018 for both the RAP and Postretirement Plan only include 11 months of Bank Mutual expense due to the timing of the Bank Mutual acquisition.

The Huntington branch acquisition closed on June 14, 2019, and the employees gained as a result of the transaction became eligible to participate in the RAP on the same date, with their vesting service credit based on their prior hours of service with Huntington. See Note 2 for additional information on the Huntington branch acquisition.

108

The funded status and amounts recognized in the 2019 and 2018 consolidated balance sheets, as measured on December 31, 2019 and 2018, respectively, for the RAP and Postretirement Plan were as follows:

	RAP		Postretirement Plan		RAP		Bank Mutual Pension		Postretirement Plan
($ in Thousands)	2019		2019		2018		2018		2018
Change in Fair Value of Plan Assets
Fair value of plan assets at beginning of year	$	390,564	$	—	$	331,609	N/A		$	—
Fair value of Bank Mutual plan assets at February 1, 2018	N/A		—		N/A		59,445		—
Actual return on plan assets	67,377		—		(14,609)		(1,665)		—
Employer contributions	—		270		4,340		37,537		292
Gross benefits paid	(15,907)		(270)		(10,582)		(15,513)		(292)
Bank Mutual plan assets transferred at December 31, 2018	N/A		—		79,805		(79,805)		—
Fair value of plan assets at end of year(a)	$	442,034	$	—	$	390,564	$	—	$	—
Change in Benefit Obligation
Net benefit obligation at beginning of year	$	233,658	$	2,523	$	186,423	N/A		$	2,478
Net Bank Mutual benefit obligation at February 1, 2018	N/A		—		N/A		66,364		576
Service cost	7,263		—		7,540		—		—
Interest cost	9,752		104		6,727		2,398		108
Actuarial (gain) loss	25,810		188		(8,000)		(1,701)		(347)
Gross benefits paid	(15,907)		(270)		(10,582)		(2,644)		(292)
Lump sums paid	—		—		—		(12,868)		—
Bank Mutual benefit obligations transferred at December 31, 2018	N/A		—		$	51,549	(51,549)		—
Net benefit obligation at end of year(a)	$	260,576	$	2,545	$	233,658	$	—	$	2,523
Funded (unfunded) status	$	181,458	$	(2,545)	$	156,906	$	—	$	(2,523)
Noncurrent assets	$	181,458	$	—	$	156,906	$	—	$	—
Current liabilities	—		(214)		—		—		(219)
Noncurrent liabilities	—		(2,330)		—		—		(2,304)
Asset (Liability) Recognized on the Consolidated Balance Sheets	$	181,458	$	(2,545)	$	156,906	$	—	$	(2,523)

(a) The fair value of the plan assets represented 170% and 167% of the net benefit obligation of the pension plan at December 31, 2019 and 2018, respectively.

Amounts recognized in accumulated other comprehensive (income) loss, net of tax, as of December 31, 2019 and 2018 follow:

	RAP		Postretirement Plan		RAP		Postretirement Plan
($ in Thousands)	2019		2019		2018		2018
Prior service cost	$	(249)	$	(533)	$	(303)	$	(588)
Net actuarial loss	37,075		126		50,238		(17)
Amount not yet recognized in net periodic benefit cost, but recognized in accumulated other comprehensive (income) loss	$	36,827	$	(406)	$	49,935	$	(605)

Other changes in plan assets and benefit obligations recognized in OCI, net of tax, in 2019 and 2018 were as follows:

	RAP		Postretirement Plan		RAP		Postretirement Plan
($ in Thousands)	2019		2019		2018		2018
Net actuarial gain (loss)	$	17,235	$	(188)	$	(28,959)	$	347
Amortization of prior service cost	(73)		(75)		(73)		(75)
Amortization of actuarial loss (gain)	480		(4)		2,195		8
Adjustment for adoption of ASU 2018-02	—		—		(5,235)		—
Income tax (expense) benefit	(4,532)		67		6,838		(71)
Total Recognized in OCI	$	13,109	$	(200)	$	(25,234)	$	209

109

The components of net pension cost for the RAP for 2019, 2018, and 2017 were as follows:

($ in Thousands)	2019		2018		2017
Service cost	$	7,263	$	7,540	$	6,955
Interest cost	9,752		9,125		7,121
Expected return on plan assets	(24,332)		(23,195)		(19,646)
Amortization of prior service cost	(73)		(73)		(73)
Amortization of actuarial loss (gain)	480		2,195		2,278
Recognized settlement loss (gain)	—		809		—
Total net periodic pension cost	$	(6,910)	$	(3,600)	$	(3,365)

The components of net periodic benefit cost for the Postretirement Plan for 2019, 2018, and 2017 were as follows:

($ in Thousands)	2019		2018		2017
Interest cost	$	104	$	108	$	101
Amortization of prior service cost	(75)		(75)		(75)
Amortization of actuarial loss (gain)	(4)		8		4
Total net periodic benefit cost	$	25	$	41	$	30

The components of net periodic pension cost and net periodic benefit cost, other than the service cost component, are included in the line item other of noninterest expense on the consolidated statements of income. The service cost components are included in personnel on the consolidated statements of income.

As of December 31, 2019, the estimated actuarial losses and prior service cost that will be amortized during 2020 from accumulated other comprehensive income into net periodic pension cost for the RAP includes expense of $3 million for actuarial losses and income of approximately $75,000 for the prior service cost. For the Postretirement Plan, the estimated actuarial losses and prior service cost that will be amortized during 2020 from accumulated other comprehensive income into net periodic benefit cost includes income of approximately $75,000 for the prior service cost while no actuarial gains or losses are expected.

	RAP		Postretirement Plan		RAP		Postretirement Plan
	2019		2019		2018		2018
Weighted average assumptions used to determine benefit obligations
Discount rate	3.20	%	3.20	%	4.30	%	4.30	%
Rate of increase in compensation levels	2.00	%	N/A		3.00	%	N/A
Weighted average assumptions used to determine net periodic benefit costs
Discount rate(a)	4.30	%	4.30	%	3.77	%	3.77	%
Rate of increase in compensation levels	3.00	%	N/A		3.00	%	N/A
Expected long-term rate of return on plan assets(b)	6.00	%	N/A		5.93	%	N/A

(a) Weighted average of the 2018 fiscal year discount rate assumption for the RAP was 3.70% and the Bank Mutual Pension Plan was 4.00%

(b) Weighted average of the 2018 fiscal year expected return on asset assumption for the RAP was 6.00% and the Bank Mutual Pension Plan was 5.50%

The expected long-term (more than 20 years) rate of return was estimated using market benchmarks for equities and bonds applied to the RAP’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 rates of return for the RAP assets were 18.29% and (3.69)% for 2019 and 2018, respectively.

110

The RAP’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 RAP is to maximize total return with a tolerance for average risk. The RAP 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 to 70%, fixed-income securities 30 to 50%, other cash equivalents 0 to 10%, and alternative securities 0 to 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 RAP as of the December 31, 2019 and 2018 measurement dates, respectively, by asset category were as follows:

Asset Category	2019		2018
Equity securities	51	%	49	%
Fixed-income securities	33	%	34	%
Group annuity contracts	11	%	12	%
Alternative securities	3	%	3	%
Other	2	%	2	%
Total	100	%	100	%

The RAP assets include cash equivalents, such as money market accounts, mutual funds, common / collective trust funds (which include investments in equity and bond securities), and a group annuity contract. Money market accounts are stated at cost plus accrued interest, mutual funds are valued at quoted market prices, investments in common / collective trust funds are valued at the amount at which units in the funds can be withdrawn, and the group annuity contract is valued at fair value by discounting the related cash flows based on current yields of similar instruments with comparable durations and considering the credit worthiness of the issuer. The group annuity contract was obtained as part of the Bank Mutual Pension Plan that was acquired on February 1, 2018 and merged into the RAP on December 31, 2018.

Based on these inputs, the following table summarizes the fair value of the RAP’s investments as of December 31, 2019 and 2018:

			Fair Value Measurements Using
($ in Thousands)	December 31, 2019		Level 1		Level 2		Level 3
RAP Investments
Money market account	$	8,903	$	8,903	$	—	$	—
Common /collective trust funds	155,964		155,964		—		—
Mutual funds	227,112		227,112		—		—
Group annuity contracts	50,055		—		—		50,055
Total RAP Investments	$	442,034	$	391,979	$	—	$	50,055
			Fair Value Measurements Using
($ in Thousands)	December 31, 2018		Level 1		Level 2		Level 3
RAP Investments
Money market account	$	7,159	$	7,159	$	—	$	—
Common /collective trust funds	138,020		138,020		—		—
Mutual funds	198,120		198,120		—		—
Group annuity contracts	47,265		—		—		47,265
Total RAP Investments	$	390,564	$	343,299	$	—	$	47,265

The following presents a summary of the changes in the fair value of the RAP's Level 3 asset during the periods indicated. As noted above, the Corporation's Level 3 asset consists entirely of a group annuity contract issued by a life insurance company.

Fair Value Reconciliation of Level 3 RAP Investments	2019		2018(a)
Fair value of group annuity contract at beginning of period	$	47,265	$	49,191
Return on plan assets	5,495		565
Benefits paid	(2,704)		(2,491)
Fair value of group annuity contract at end of period	$	50,055	$	47,265

(a) Period begins on February 1, the date the Corporation acquired the group annuity contract from the Bank Mutual acquisition.

111

The Corporation’s funding policy is to pay at least the minimum amount required by federal law and regulations, with consideration given to the maximum funding amounts allowed. The Corporation regularly reviews the funding of its RAP. The Corporation did not make any contributions to the RAP during 2019. The Corporation made contributions of $38 million to the Bank Mutual Pension Plan and $4 million to the RAP during 2018, with the plans merging on December 31, 2018.

The projected benefit payments were calculated using the same assumptions as those used to calculate the benefit obligations listed above. The projected benefit payments for the RAP and Postretirement Plan at December 31, 2019, reflecting expected future services, were as follows:

($ in Thousands)	RAP		Postretirement Plan
Estimated future benefit payments
2020	$	19,659	$	218
2021	19,755		213
2022	20,729		208
2023	20,392		202
2024	20,710		196
2025-2029	91,264		867

The health care trend rate is an assumption as to how much the Postretirement Plan’s medical costs will change each year in the future. There are no remaining participants under age 65 in the Postretirement Plan. The actual change in 2019 health care premium rates for post-65 coverage was an increase of 2.00%. The health care trend rate assumption for post-65 coverage is an increase of 5.75% in 2020 with the rate of increase decreasing 0.25% in each succeeding year, to an ultimate rate of 5.00% for 2023 and future years.

A one percentage point change in the assumed health care cost trend rate would have the following effect:

	2019				2018
($ in Thousands)	100 bp Increase		100 bp Decrease		100 bp Increase		100 bp Decrease
Effect on total of service and interest cost	$	7	$	(6)	$	7	$	(6)
Effect on postretirement benefit obligation	$	170	$	(148)	$	164	$	(143)

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 expenses related to contributions to the 401(k) plan were $16 million, $16 million, and $14 million in 2019, 2018, and 2017, respectively.

Note 13 Income Taxes

The current and deferred amounts of income tax expense (benefit) were as follows:

	Years Ended December 31,
($ in Thousands)	2019		2018		2017
Current
Federal	$	50,560	$	20,246	$	76,525
State	15,327		12,593		11,576
Total current	65,887		32,839		88,101
Deferred
Federal	14,094		34,941		19,755
State	(261)		12,006		1,647
Total deferred	13,833		46,947		21,402
Total income tax expense	$	79,720	$	79,786	$	109,503

112

Temporary differences between the amounts reported on the financial statements and the tax bases of assets and liabilities resulted in deferred taxes. Deferred tax assets and liabilities at December 31, 2019 and 2018 were as follows:

($ in Thousands)	2019		2018
Deferred tax assets
Allowance for loan losses	$	48,790	$	61,143
Allowance for other losses	7,236		8,304
Accrued liabilities	4,005		3,736
Deferred compensation	28,018		24,754
Benefit of tax loss and credit carryforwards	13,444		10,126
Nonaccrual interest	1,299		1,666
Net unrealized losses on available-for-sale securities	—		25,731
Net unrealized losses on pension and postretirement benefits	12,174		16,640
Other	3,495		1,916
Total deferred tax assets	118,461		154,015
Valuation allowance for deferred tax assets	(251)		(251)
Total deferred tax assets after valuation allowance	$	118,211	$	153,764
Deferred tax liabilities
Prepaid expenses	$	62,227	$	61,250
Goodwill	21,099		20,178
Mortgage banking activities	17,418		17,428
Deferred loan fee income	12,190		11,892
State deferred taxes	722		518
Lease financing	199		410
Bank premises and equipment	18,348		18,655
Purchase accounting	13,738		12,414
Deferred gains from equity securities and other investments	4,810		—
Net unrealized gains on available-for-sale securities	1,139		—
Other	1,156		684
Total deferred tax liabilities	$	153,045	$	143,429
Net deferred tax assets (liabilities)	$	(34,836)	$	10,335

At December 31, 2019 and December 31, 2018, the valuation allowance for deferred tax assets of approximately $251,000 was related to the deferred tax benefit of specific federal tax loss carryforwards of $3 million from a 2017 acquisition. The changes in the valuation allowance related to net operating losses for 2019 and 2018 were as follows:

($ in Thousands)	2019		2018
Valuation allowance for deferred tax assets, beginning of year	$	(251)	$	(269)
(Increase) decrease in current year	—		18
Valuation allowance for deferred tax assets, end of year	$	(251)	$	(251)

At December 31, 2019, the Corporation had state net operating loss carryforwards of $106 million (of which $49 million was acquired from various acquisitions) that will begin expiring in 2031. At December 31, 2019, the Corporation had state tax credit carryforwards of $5 million that will begin expiring in 2034.

113

The effective income tax rate differs from the statutory federal tax rate. The major reasons for this difference were as follows:

	2019		2018		2017
Federal income tax rate at statutory rate	21.0	%	21.0	%	35.0	%
Increases (decreases) resulting from:
Tax-exempt interest and dividends	(3.3)	%	(2.6)	%	(4.1)	%
State income taxes (net of federal benefit)	3.5	%	3.7	%	2.9	%
Bank owned life insurance	(0.8)	%	(0.7)	%	(1.7)	%
Tax effect of tax credits and benefits, net of related expenses	(0.9)	%	(0.7)	%	(0.7)	%
Tax reserve adjustments / settlements	0.2	%	1.5	%	(1.2)	%
Net tax benefit from stock-based compensation	(0.2)	%	(0.5)	%	(1.3)	%
Tax Act impact on deferred remeasurement	—	%	—	%	3.5	%
Tax planning in response to the Tax Act	—	%	(3.6)	%	—	%
FDIC premium	0.5	%	0.9	%	—	%
Other	(0.4)	%	0.3	%	(0.1)	%
Effective income tax rate	19.6	%	19.3	%	32.3	%

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, 2019. If income taxes had been provided, the deferred tax liability would have been approximately $25 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 2016 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:

($ in Millions)	2019		2018
Balance at beginning of year	$	2	$	4
Subtractions for tax positions related to prior years	—		—
Subtractions for settlements with tax authorities	—		(3)
Additions for tax positions related to current year	1		1
Balance at end of year	$	3	$	2

At December 31, 2019 and 2018, the total amounts of unrecognized tax benefits that, if recognized, would affect the effective tax rate were $2 million and $1 million, respectively.

The Corporation recognizes interest and penalties accrued related to unrecognized tax benefits in the income tax expense line on the consolidated statements of income. Interest and penalty benefits were negligible at December 31, 2019 and $1 million December 31, 2018. Accrued interest and penalties were negligible at both December 31, 2019 and December 31, 2018. 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 is exposed to certain risk arising from both its business operations and economic conditions. The Corporation principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Corporation manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Corporation enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Corporation's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Corporation's known or expected cash receipts and its known or expected cash payments principally related to the Corporation's assets.

114

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, contracts generally contain language outlining collateral pledging requirements for each counterparty. For non-centrally cleared derivatives, collateral must be posted when the market value exceeds certain mutually agreed upon threshold limits. Securities and cash are often pledged as collateral. The Corporation pledged $57 million of investment securities as collateral at December 31, 2019, and pledged $36 million of investment securities as collateral at December 31, 2018. Cash is often pledged as collateral for interest rate swaps and derivatives that are not centrally cleared. At December 31, 2019, the Corporation posted $14 million cash collateral compared to $1 million at December 31, 2018.

Federal regulations require the Corporation to clear all LIBOR interest rate swaps through a clearing house, if possible. For derivatives cleared through central clearing houses the variation margin payments are legally characterized as daily settlements of the derivative rather than collateral. The Corporation's clearing agent for interest rate derivative contracts that are centrally cleared through the Chicago Mercantile Exchange (CME) and the London Clearing House (LCH) settles the variation margin daily. As a result, the variation margin payment and the related derivative instruments are considered a single unit of account for accounting and financial reporting purposes. Depending on the net position, the fair value is reported in other assets or accrued expenses and other liabilities on the consolidated balance sheets. The daily settlement of the derivative exposure does not change or reset the contractual terms of the instrument.

See Note 18 for fair value information and disclosures and see Note 1 for the Corporation's accounting policy for derivative and hedging activities.

Fair Value Hedges of Interest Rate Risk

The Corporation is exposed to changes in the fair value of certain of its pools of prepayable fixed-rate assets due to changes in benchmark interest rates. The Corporation used interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate. Interest rate swaps designated as fair value hedges involved the payment of fixed-rate amounts to a counterparty in exchange for the Corporation receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk were recognized in interest income. During the fourth quarter of 2019, the Corporation terminated the outstanding fair value hedges.

Derivatives to Accommodate Customer Needs

The Corporation also facilitates customer borrowing activity by entering 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 consolidated balance sheets or forecasted transactions and, therefore, do not qualify for hedge accounting treatment. Such derivative contracts are carried at fair value in other assets and accrued expenses and other liabilities on the consolidated balance sheets with changes in the fair value recorded as a component of capital markets, net, and typically include interest rate-related instruments (swaps and caps), foreign currency exchange forwards, and commodity contracts. 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 forwards: The Corporation provides foreign currency exchange services to customers, primarily forward contracts. The Corporation's customers enter into a foreign currency exchange forward with the Corporation as a means for them to mitigate exchange rate risk. The Corporation mitigates its risk by then entering into an offsetting foreign currency exchange derivative contract.

Commodity contracts: 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.

115

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 in other assets and accrued expenses and other liabilities on the consolidated balance sheets with the changes in fair value recorded as a component of mortgage banking, net.

Written and Purchased Options (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. The last Power CD matured in November 2019.

The table below identifies the balance sheet category and fair values of the Corporation’s derivative instruments:

	December 31, 2019								December 31, 2018
	Asset				Liability				Asset				Liability
($ in Thousands)	Notional Amount		Fair Value		Notional Amount		Fair Value		Notional Amount		Fair Value		Notional Amount		Fair Value
Designated as hedging instruments
Interest rate-related instruments	$	—	$	—	$	—	$	—	$	—	$	—	$	500,000	$	40
Not designated as hedging instruments
Interest rate-related instruments	3,029,877		77,024		3,029,877		13,073		2,707,204		52,796		2,707,204		52,653
Foreign currency exchange forwards	272,636		4,226		264,653		4,048		117,879		721		69,153		675
Commodity contracts	255,089		20,528		255,165		19,624		331,727		35,426		315,861		34,340
Mortgage banking(a)	255,291		2,527		263,000		710		191,222		2,208		139,984		2,072
Time deposits	—		—		—		—		11,185		109		11,185		109
Total not designated as hedging instruments			104,305				37,455				91,260				89,849
Gross derivatives before netting			$	104,305			$	37,455			$	91,260			$	89,889
Less: Legally enforceable master netting agreements			10,410				10,410				5,322				5,322
Less: Cash collateral pledged/received			1,408				11,365				27,593				63
Total derivative instruments, after netting(b)			$	92,487			$	15,680			$	58,345			$	84,504

(a) Mortgage derivative assets include interest rate lock commitments and mortgage derivative liabilities include forward commitments.

(b) The fair values of derivative assets are included in other assets, while the fair values of derivative liabilities are included in accrued expenses and other liabilities, on the consolidated balance sheets.

116

The following table presents amounts that were recorded on the consolidated balance sheets related to cumulative basis adjustment for fair value hedges:

	Line Item on the Consolidated Balance Sheets in Which the Hedged Item is Included
	Carrying Amount of the Hedged Assets/(Liabilities)		Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)(b)
($ in Thousands)	December 31, 2019
Loans and investment securities available for sale(a)	$	505,371	$	5,371
Total	$	505,371	$	5,371

(a) These amounts include the amortized cost basis of closed portfolios used to designated hedging relationships in which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. At December 31, 2019, the amortized cost basis of the closed portfolios used in these hedging relationships was $893 million; the positive cumulative basis adjustments associated with these hedging relationships was approximately $5 million; and the amounts of the designated hedged items were $500 million which were terminated during the fourth quarter of 2019.

(b) The balance includes $5 million of hedging adjustment on discontinued hedging relationships.

The table below identifies the effect of fair value hedge accounting on the Corporation's consolidated statements of income during the twelve months ended December 31, 2019:

	Location and Amount of Gain or (Loss) Recognized on Consolidated Statements of Income in Fair Value and Cash Flow Hedging Relationships
	Year Ended December 31, 2019				Year Ended December 31, 2018
($ in Thousands)	Interest Income		Other Income (Expense)		Interest Income		Other Income (Expense)
Total amounts of income and expense line items presented on the consolidated statements of income in which the effects of fair value or cash flow hedges are recorded(a)	$	(448)	$	—	$	(1,325)	$	—
The effects of fair value and cash flow hedging: Gain or (loss) on fair value hedging relationships in Subtopic 815-20
Interest contracts
Hedged items	5,871		—		(502)		—
Derivatives designated as hedging instruments(a)	(6,319)		—		(823)		—

(a) Includes net settlements on the derivatives

The table below identifies the effect of derivatives not designated as hedging instruments on the Corporation's consolidated statements of income during the twelve months ended December 31, 2019 and 2018:

	Consolidated Statements of Income Category of Gain / (Loss) Recognized in Income	For the Year Ended December 31,
($ in Thousands)		2019		2018
Derivative Instruments
Interest rate-related instruments — customer and mirror, net	Capital market fees, net	$	(1,393)	$	(316)
Interest rate lock commitments (mortgage)	Mortgage banking, net	319		670
Forward commitments (mortgage)	Mortgage banking, net	1,362		(1,759)
Foreign currency exchange forwards	Capital market fees, net	132		(110)
Commodity contracts	Capital market fees, net	(1,763)		(314)

Note 15 Balance Sheet Offsetting

Interest Rate-Related Instruments, Commodity Contracts, and Foreign Exchange Forwards (“Interest, Commodity, and Foreign Exchange Agreements”)

The Corporation enters into interest rate-related instruments to facilitate the interest rate risk management strategies of commercial customers, commodity contracts to manage commercial customers' exposure to fluctuating commodity prices, and foreign exchange forwards to manage customers' exposure to fluctuating foreign exchange rates. The Corporation mitigates these risks by entering into equal and offsetting agreements with highly rated third-party financial institutions. The Corporation is party to master netting arrangements with its financial institution counterparties that create single net settlements of all legal claims or obligations to pay or receive the net amount of settlement of the individual interest, commodity, and foreign exchange 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. Derivatives subject to a legally enforceable master netting agreement are reported on a net basis, net of cash collateral, in other assets and accrued expenses and other liabilities, on the face of the consolidated balance sheets. In the third quarter of 2019, the Corporation elected to offset derivative assets and liabilities and cash collateral with the same counterparty where it has a legally enforceable master netting agreement in place. See the

117

derivatives section within Note 1 for additional information on the change in accounting policy and Note 14 for additional information on the Corporation’s derivative and hedging activities.

Securities Sold Under Agreement to Repurchase

The Corporation enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. These repurchase agreements are accounted for as collateralized financing arrangements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities (i.e., there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities). The right of set-off for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Corporation be in default (e.g., fails to make an interest payment to the counterparty). In addition, the Corporation does not enter into reverse repurchase agreements; therefore, there is no such offsetting to be done with the repurchase agreements. See Note 9 for additional disclosures on repurchase agreements.

The following table presents the assets and liabilities subject to an enforceable master netting arrangement. The interest, commodity and foreign exchange 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 Subject to Master Netting Arrangements Offset on the Consolidated Balance Sheets				Net Amounts Presented on the Consolidated Balance Sheets		Gross Amounts Not Offset on the Consolidated Balance Sheets
($ in Thousands)	Gross Amounts Recognized		Derivative Liabilities Offset		Cash Collateral Received						Net Amount
Derivative assets(a)
December 31, 2019	$	11,864	$	(10,410)	$	(1,408)	$	45	$	—	$	45
December 31, 2018	65,596		(5,322)		(27,593)		32,681		(31,837)		843
			Gross Amounts Subject to Master Netting Arrangements Offset on the Consolidated Balance Sheets				Net Amounts Presented on the Consolidated Balance Sheets		Gross Amounts Not Offset on the Consolidated Balance Sheets
($ in Thousands)	Gross Amounts Recognized		Derivative Assets Offset		Cash Collateral Pledged						Net Amount
Derivative liabilities(a)
December 31, 2019	$	22,189	$	(10,410)	$	(11,365)	$	413	$	—	$	413
December 31, 2018	22,951		(5,322)		(63)		17,567		(17,551)		16

(a) Includes interest, commodity, and foreign exchange agreements.

Note 16 Commitments, Off-Balance Sheet Arrangements, and Legal Proceedings

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:

($ in Thousands)	2019		2018
Commitments to extend credit, excluding commitments to originate residential mortgage loans held for sale(a)(b)	$	9,024,412	$	8,720,293
Commercial letters of credit(a)	7,081		7,599
Standby letters of credit(c)	277,969		255,904

(a) 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 was not material at December 31, 2019 and 2018.

(b) Interest rate lock commitments to originate residential mortgage loans held for sale are considered derivative instruments and are disclosed in Note 14.

(c) The Corporation has established a liability of $3 million and $2 million at December 31, 2019 and December 31, 2018, respectively, 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

118

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 $22 million and $24 million at December 31, 2019 and December 31, 2018, respectively, 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 invests in qualified affordable housing projects, federal and state historic projects, new market projects, and opportunity zone funds for the purpose of community reinvestment and obtaining tax credits and other tax benefits. Return on the Corporation's investment in these projects and funds comes in the form of tax credits and tax losses that pass through to the Corporation, and deferral or elimination of capital gain recognition for tax purposes. The aggregate carrying value of these investments at December 31, 2019, was $248 million, compared to $136 million at December 31, 2018, included in tax credit and other investments on the consolidated balance sheets. The Corporation utilizes the proportional amortization method to account for investments in qualified affordable housing projects.

Under the proportional amortization method, the Corporation amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits. The Corporation recognized additional income tax expense attributable to the amortization of investments in qualified affordable housing projects of $19 million, $17 million, and $8 million during the years ended December 31, 2019, 2018, and 2017, respectively. The Corporation's remaining investment in qualified affordable housing projects accounted for under the proportional amortization method totaled $234 million at December 31, 2019 and $132 million at December 31, 2018.

The Corporation’s unfunded equity contributions relating to investments in qualified affordable housing, federal and state historic projects, and new market projects are recorded in accrued expenses and other liabilities on the consolidated balance sheets. The Corporation’s remaining unfunded equity contributions totaled $123 million and $51 million at December 31, 2019 and 2018, respectively.

During the years ended December 31, 2019 and 2018, the Corporation did not record any impairment related to qualified affordable housing investments.

The Corporation has principal investment commitments to provide capital-based financing to private and public companies through either direct investment in specific companies or through investment funds and partnerships. The timing of future cash requirements to fund such principal investment 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 loan pools that support CRA loans. The timing of future cash requirements to fund these pools is dependent upon loan demand, which can vary over time. The aggregate carrying value of these investments at December 31, 2019, was $26 million, compared to $25 million at December 31, 2018, included in tax credit and other investments on the consolidated balance sheets.

119

Legal Proceedings

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 and intends to continue to defend itself vigorously with respect to such legal proceedings. The Corporation will consider settlement of cases when, in management’s judgment, it is in the best interests of the Corporation and its shareholders.

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

Resolution of legal claims is inherently unpredictable, and in many legal proceedings various factors exacerbate this inherent unpredictability, including where the damages sought are unsubstantiated or indeterminate, it is unclear whether a case brought as a class action will be allowed to proceed on that basis, discovery is not complete, the proceeding is not yet in its final stages, the matters present legal uncertainties, there are significant facts in dispute, there are a large number of parties (including where it is uncertain how liability, if any, will be shared among multiple defendants), or there is a wide range of potential results.

The Corporation does not believe it is presently subject to any legal proceedings the resolution of which would have a material adverse effect on our business, financial condition, operating results, or cash flows.

Regulatory Matters

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

Mortgage Repurchase Reserve

The Corporation sells residential mortgage loans to investors in the normal course of business. Residential mortgage loans sold to others are predominantly conventional residential first lien mortgages originated under the Corporation's usual underwriting procedures, and are most often sold on a nonrecourse basis, primarily to the GSEs. The Corporation’s agreements to sell residential mortgage loans in the normal course of business usually require certain representations and warranties on the underlying loans sold, related to credit information, loan documentation, collateral, and insurability. Subsequent to being sold, if a material underwriting deficiency or documentation defect is discovered, the Corporation may be obligated to repurchase the loan or reimburse the GSEs for losses incurred (collectively, “make whole requests”). The make whole requests and any related risk of loss under the representations and warranties are largely driven by borrower performance.

As a result of make whole requests, the Corporation has repurchased loans with principal balances of approximately $2 million for both years ended December 31, 2019 and 2018. The loss reimbursement and settlement claims paid for the years ended December 31, 2019 and 2018, respectively, were negligible. Make whole requests during 2018 and 2019 generally arose from loans sold during the period of January 1, 2012 to December 31, 2018. Since January 1, 2012, loans sold totaled $12.5 billion at the time of sale, and consisted primarily of loans sold to GSEs. As of December 31, 2019, approximately $7.4 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 mortgage repurchase reserve was approximately $795,000 and $752,000 at December 31, 2019 and 2018, respectively.

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, 2019 and December 31, 2018, there were approximately $39 million and $47 million, respectively, of residential mortgage loans sold

120

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, 2019 and December 31, 2018, there were $45 million and $57 million, respectively, of such residential mortgage loans with credit risk recourse, upon which there have been negligible historical losses to the Corporation.

Note 17 Parent Company Only Financial Information

Presented below are condensed financial statements for the Parent Company:

Balance Sheets

	December 31,
($ in Thousands)	2019		2018
Assets
Cash and due from banks	$	17,427	$	16,245
Interest-bearing deposits in other financial institutions	27,186		38,374
Notes and interest receivable from subsidiaries	201,551		453,615
Investments in and receivable due from subsidiaries	3,925,596		3,787,574
Other assets	46,234		47,448
Total assets	$	4,217,994	$	4,343,256
Liabilities and Stockholders' Equity
Commercial paper	$	32,016	$	45,423
Senior notes, at par	—		250,000
Subordinated notes, at par	250,000		250,000
Long-term funding capitalized costs	(1,428)		(2,043)
Total long-term funding	248,572		497,957
Accrued expenses and other liabilities	15,282		18,988
Total liabilities	295,870		562,368
Preferred equity	256,716		256,716
Common equity	3,665,407		3,524,171
Total stockholders’ equity	3,922,124		3,780,888
Total liabilities and stockholders’ equity	$	4,217,994	$	4,343,256

Statements of Income

	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Income
Income from subsidiaries	$	341,789	$	354,637	$	253,485
Interest income on notes receivable from subsidiaries	13,983		12,199		4,175
Other income	761		994		1,763
Total income	356,532		367,830		259,423
Expense
Interest expense on short and long-term funding	16,802		18,355		18,464
Other expense	6,583		11,736		6,927
Total expense	23,384		30,091		25,391
Income before income tax expense	333,148		337,739		234,032
Income tax expense	6,359		4,176		4,768
Net income	326,790		333,562		229,264
Preferred stock dividends	15,202		10,784		9,347
Net income available to common equity	$	311,587	$	322,779	$	219,917

121

Statements of Cash Flows

	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Cash Flows from Operating Activities
Net income	$	326,790	$	333,562	$	229,264
Adjustments to reconcile net income to net cash provided by operating activities:
(Increase) decrease in equity in undistributed net income (loss) of subsidiaries	(21,789)		(18,636)		(40,485)
(Gain) loss on sales of assets, net	—		—		(88)
Net change in other assets and accrued expenses and other liabilities	265		(92,366)		(9,589)
Net cash provided by operating activities	305,266		222,562		179,102
Cash Flows from Investing Activities
Proceeds from sales of investment securities	—		827		2,618
Net (increase) decrease in notes receivable from subsidiaries	250,000		(139,317)		(300,000)
Net (increase) decrease in loans	—		2,210		1,058
Net cash provided by (used in) investing activities	250,000		(136,280)		(296,324)
Cash Flows from Financing Activities
Net increase (decrease) in commercial paper	(13,406)		(22,044)		(34,221)
Redemption of Corporation's senior notes	(250,000)		—		—
Proceeds from issuance of common stock for stock-based compensation plans	11,216		18,408		27,619
Proceeds from issuance of preferred stock	—		97,315		—
Purchase of preferred stock	—		(537)		—
Common stock warrants exercised	—		(1)		—
Purchase of common stock returned to authorized but unissued	—		(33,075)		(37,031)
Issuance of treasury stock for acquisition	—		91,296		—
Purchase of treasury stock	(186,076)		(213,598)		(9,290)
Cash dividends on common stock	(111,804)		(105,519)		(76,417)
Cash dividends on preferred stock	(15,202)		(10,784)		(9,347)
Net cash used in financing activities	(565,272)		(178,540)		(138,687)
Net increase (decrease) in cash and cash equivalents	(10,006)		(92,258)		(255,909)
Cash and cash equivalents at beginning of year	54,619		146,877		402,786
Cash and cash equivalents at end of year	$	44,613	$	54,619	$	146,877

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.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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 2 of the fair value hierarchy. See Note 3 for additional disclosure regarding the Corporation’s investment securities.

122

Equity Securities with Readily Determinable Fair Values: The Corporation's portfolio of equity securities with readily determinable fair values is primarily comprised of CRA Qualified Investment mutual funds. Since quoted prices for the Corporation's equity securities are readily available in an active market, they are classified within Level 1 of the fair value hierarchy. See Note 3 for additional disclosure regarding the Corporation’s equity securities.

Residential Loans Held For Sale: Residential loans held for sale, which consist generally of current production of certain fixed-rate, first-lien residential mortgage loans, are carried at estimated fair value. Management has elected the fair value option to account for all newly originated mortgage loans held for sale, which results in the financial impact of changing market conditions being reflected currently in earnings as opposed to being dependent upon the timing of sales. Therefore, the continually adjusted values better reflect the price the Corporation expects to receive from the sale of such loans. The estimated fair value is based on what secondary markets are currently offering for portfolios with similar characteristics, which the Corporation classifies as a Level 2 fair value measurement.

Derivative Financial Instruments (Interest Rate-Related Instruments): The Corporation utilizes interest rate swaps to hedge exposure to interest rate risk and variability of fair value related to changes in the underlying interest rate of the hedged item. These hedged interest rate swaps are classified as fair value hedges. During the fourth quarter of 2019, the Corporation terminated the outstanding fair value hedges. See Note 14 for additional disclosure regarding the Corporation's fair value hedges.

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

The Corporation also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative financial instruments for the effect of nonperformance risk, the Corporation has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

While the Corporation has determined that the majority of the inputs used to value its interest rate-related 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, 2019 and 2018, 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 its 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 is classified within 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

123

with these financial instruments. The valuation of the Corporation’s commodity contracts is determined using quoted prices of the underlying instruments, and also includes a nonperformance / credit risk component (credit valuation adjustment). See Note 14 for additional disclosures regarding the Corporation’s commodity contracts.

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.

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 probability of default and loss given default of the underlying loans 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, 2019 and 2018, 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.

The table below presents the Corporation’s financial instruments measured at fair value on a recurring basis as of December 31, 2019 and 2018, aggregated by the level in the fair value hierarchy within which those measurements fall:

($ in Thousands)	Fair Value Hierarchy	December 31, 2019		December 31, 2018
Assets
Investment securities available for sale
U.S. Treasury securities	Level 1	$	—	$	999
Obligations of state and political subdivisions (municipal securities)	Level 2	546,160		—
Residential mortgage-related securities
FNMA / FHLMC	Level 2	132,660		295,252
GNMA	Level 2	985,139		2,128,531
Private-label	Level 2	—		1,003
Commercial mortgage-related securities
FNMA / FHLMC	Level 2	21,728		—
GNMA	Level 2	1,310,207		1,220,797
FFELP asset-backed securities	Level 2	263,693		297,360
Other debt securities	Level 2	3,000		3,000
Total investment securities available for sale	Level 1	—		999
Total investment securities available for sale	Level 2	3,262,586		3,945,943
Equity securities with readily determinable fair values	Level 1	1,646		1,568
Residential loans held for sale	Level 2	136,280		64,321
Interest rate-related instruments(a)	Level 2	77,024		52,796
Foreign currency exchange forwards(a)	Level 2	4,226		721
Commodity contracts(a)	Level 2	20,528		35,426
Purchased options (time deposit)	Level 2	—		109
Interest rate lock commitments to originate residential mortgage loans held for sale	Level 3	2,527		2,208
Liabilities
Interest rate-related instruments(a)	Level 2	$	13,073	$	52,653
Foreign currency exchange forwards(a)	Level 2	4,048		675
Commodity contracts(a)	Level 2	19,624		34,340
Written options (time deposit)	Level 2	—		109
Interest rate products (designated as hedging instruments)	Level 2	—		40
Forward commitments to sell residential mortgage loans	Level 3	710		2,072

(a) Figures presented gross before netting. See Note 14 and Note 15 for information relating to the impact of offsetting derivative assets and liabilities and cash collateral with the same counterparty where there is a legally enforceable master netting agreement in place.

124

The table below presents a rollforward of the consolidated balance sheets amounts for the years ended December 31, 2019 and 2018, for financial instruments measured on a recurring basis and classified within Level 3 of the fair value hierarchy:

($ in Thousands)	Derivative Financial Instruments
Balance December 31, 2017	$	1,225
Total net gains (losses) included in income
Mortgage derivative gain (loss)	(1,085)
Balance December 31, 2018	$	140
Total net gains (losses) included in income
Mortgage derivative gain (loss)	1,681
Balance December 31, 2019	$	1,817


For Level 3 assets and liabilities measured at fair value on a recurring basis as of December 31, 2019, 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 fair value is determined by the change in value from each loan's rate lock date to the expected rate lock expiration date based on the underlying loan attributes, estimated closing ratios, and investor price matrix determined to be reasonably applicable to each loan commitment. The closing ratio calculation takes into consideration historical experience and loan-level attributes, 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 Associated Mortgage Risk Management Committee. At December 31, 2019, the closing ratio was 86%.

Derivative Financial Instruments (Mortgage Derivative—Forward Commitments to Sell Mortgage Loans):  Mortgage derivatives include forward commitments to deliver closed-end residential mortgage loans into conforming Agency MBS or conforming Cash Forward sales. The fair value of such instruments is determined by the difference of current market prices for such traded instruments or available from forward cash delivery commitments and the original traded price for such commitments.

The Corporation also relies on an internal valuation model to estimate the fair value of its forward commitments to sell residential mortgage loans (i.e., an estimate of what the Corporation would receive or pay to terminate the forward delivery contract based on market prices for similar financial instruments), which includes matching specific terms and maturities of the forward commitments against applicable investor pricing available. While there are Level 2 and 3 inputs used in the valuation models, the Corporation has determined that the majority of the inputs significant in the valuation of both of the mortgage derivatives fall within Level 3 of the fair value hierarchy. See Note 14 for additional disclosure regarding the Corporation’s mortgage derivatives.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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.

Commercial Loans Held For Sale:  Commercial loans held for sale are carried at the lower of cost or estimated fair value. The estimated fair value is based on a discounted cash flow analysis, which the Corporation classifies as a Level 2 nonrecurring fair value measurement.

OREO: Certain OREO, 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 OREO, less estimated selling costs. The fair value of OREO, upon initial recognition or subsequent impairment, was estimated using appraised values, which the Corporation classifies as a Level 2 nonrecurring fair value measurement.

125

For Level 3 assets and liabilities measured at fair value on a nonrecurring basis as of December 31, 2019, the Corporation utilized the following valuation techniques and significant unobservable inputs.

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:  MSRs do not trade in an active, open market with readily observable prices. While sales of MSRs 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 MSRs. The valuation model incorporates prepayment assumptions to project MSRs cash flows based on the current interest rate scenario, which is then discounted to estimate an expected fair value of the MSRs. 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 MSRs, where available, and to recent market activity and actual portfolio experience. Due to the nature of the valuation inputs, MSRs 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 MSRs assets.

The discounted cash flow analyses that generate expected market prices utilize the observable characteristics of the MSRs portfolio, as well as certain unobservable valuation parameters. The significant unobservable inputs used in the fair value measurement of the Corporation’s MSRs are the weighted average constant prepayment rate and weighted average discount rate. 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 the Community, Consumer, and Business segment to reconcile the fair value estimates and the key assumptions used by the respective parties in arriving at those estimates. The Associated Mortgage Risk Management Committee is responsible for providing control over the valuation methodology and key assumptions. To assess the reasonableness of the fair value measurement, the Corporation also compares the fair value and constant prepayment rate to a value calculated by an independent third party on an annual basis. See Note 5 for additional disclosure regarding the Corporation’s MSRs.

Equity Securities Without Readily Determinable Fair Values: The Corporation measures equity securities without readily determinable fair values at cost less impairment (if any), plus or minus observable price changes from an identical or similar investment of the same issuer, with such changes recognized in earnings. Included in equity securities without readily determinable fair values are 77,000 Visa Class B restricted shares carried at fair value. These shares are currently subject to certain transfer restrictions and will be convertible into Visa Class A shares upon final resolution of certain litigation matters involving Visa. Based on the current conversion factor, the Corporation expects 77,000 shares of Visa Class B to convert to 124,956 shares of Visa Class A upon the litigation resolution.

In its determination of the new carrying values upon observable price changes, the Corporation will adjust the prices if deemed necessary to arrive at the Corporation's estimated fair values. Such adjustments may include adjustments to reflect the different rights and obligations of similar securities and other adjustments. See Note 3 for additional disclosure regarding the Corporation’s equity securities without readily determinable fair values.

126

The following table presents the carrying value of equity securities without readily determinable fair values still held as of December 31, 2019 that are measured under the measurement alternative and the related adjustments recorded during the periods presented for those securities with observable price changes. These securities are included in the nonrecurring fair value tables when applicable price changes are observable. Also shown are the cumulative upward and downward adjustments for the Corporation's equity securities without readily determinable fair values as of December 31, 2019:

($ in Thousands)
Equity securities without readily determinable fair values
Carrying value as of December 31, 2018	$	—
Upward carrying value changes	13,444
Carrying value as of December 31, 2019	$	13,444
Cumulative upward carrying value changes between January 1, 2018 and December 31, 2019	$	13,444
Cumulative downward carrying value changes between January 1, 2018 and December 31, 2019	$	—

The table below presents the Corporation’s assets measured at fair value on a nonrecurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall:

($ in Thousands)	Fair Value Hierarchy	Fair Value		Consolidated Statements of Income Category of Adjustment Recognized in Income	Adjustment Recognized on the Consolidated Statements of Income
December 31, 2019
Assets
Impaired loans(a)	Level 3	$	45,792	Provision for credit losses(b)	$	(66,172)
OREO(c)	Level 2	3,565		Other noninterest expense	(1,860)
Mortgage servicing rights	Level 3	72,532		Mortgage banking, net	(63)
Equity securities	Level 3	13,444		Investment securities gains (losses), net	13,444
December 31, 2018
Assets
Impaired loans(a)	Level 3	$	26,191	Provision for credit losses(b)	$	(14,521)
OREO(c)	Level 2	2,200		Other noninterest expense	(1,545)
Mortgage servicing rights	Level 3	81,012		Mortgage banking, net	545

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

(b) Represents provision for credit losses on individually evaluated impaired loans.

(c) If the fair value of the collateral exceeds the carrying amount of the asset, no charge off or adjustment is necessary, the asset is not considered to be carried at fair value, and is therefore not included in the table.

Certain nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis include the fair value analysis 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.

The Corporation's significant Level 3 measurements which employ unobservable inputs that are readily quantifiable pertain to MSRs and impaired loans.

The table below presents information about these inputs and further discussion is found above:

December 31, 2019	Valuation Technique	Significant Unobservable Input	Weighted Average Input Applied
Mortgage servicing rights	Discounted cash flow	Discount rate	9%
Mortgage servicing rights	Discounted cash flow	Constant prepayment rate	12%
Impaired loans	Appraisals / Discounted cash flow	Collateral / Discount factor	44%

127

Fair Value of Financial Instruments

The Corporation is required to disclose estimated fair values for its financial instruments.

Fair value estimates are set forth below for the Corporation’s financial instruments:

		December 31, 2019				December 31, 2018
($ in Thousands)	Fair Value Hierarchy Level	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets
Cash and due from banks	Level 1	$	373,380	$	373,380	$	507,187	$	507,187
Interest-bearing deposits in other financial institutions	Level 1	207,624		207,624		221,226		221,226
Federal funds sold and securities purchased under agreements to resell	Level 1	7,740		7,740		148,285		148,285
Investment securities held to maturity	Level 1	999		1,018		—		—
Investment securities held to maturity	Level 2	2,204,084		2,275,447		2,740,511		2,710,271
Investment securities available for sale	Level 1	—		—		999		999
Investment securities available for sale	Level 2	3,262,586		3,262,586		3,945,943		3,945,943
Equity securities with readily determinable fair values	Level 1	1,646		1,646		1,568		1,568
Equity securities without readily determinable fair values	Level 3	13,444		13,444		—		—
FHLB and Federal Reserve Bank stocks	Level 2	227,347		227,347		250,534		250,534
Residential loans held for sale	Level 2	136,280		136,280		64,321		64,321
Commercial loans held for sale	Level 2	15,000		15,000		14,943		14,943
Loans, net	Level 3	22,620,068		22,399,621		22,702,406		22,317,395
Bank and corporate owned life insurance	Level 2	671,948		671,948		663,203		663,203
Derivatives (other assets)(a)	Level 2	101,778		101,778		89,052		89,052
Interest rate lock commitments to originate residential mortgage loans held for sale (other assets)	Level 3	2,527		2,527		2,208		2,208
Financial liabilities
Noninterest-bearing demand, savings, interest-bearing demand, and money market accounts	Level 3	$	21,156,261	$	21,156,261	$	22,081,992	$	22,081,992
Brokered CDs and other time deposits(b)	Level 2	2,622,803		2,622,803		2,815,401		2,815,401
Short-term funding(c)	Level 2	465,113		465,113		157,074		157,074
Long-term funding	Level 2	549,343		588,774		795,611		826,612
FHLB advances	Level 2	3,180,967		3,207,793		3,574,371		3,565,572
Standby letters of credit(d)	Level 2	2,710		2,710		2,482		2,482
Derivatives (accrued expenses and other liabilities)(a)	Level 2	36,745		36,745		87,817		87,817
Forward commitments to sell residential mortgage loans (accrued expenses and other liabilities)	Level 3	710		710		2,072		2,072

(a) Figures presented gross before netting. See Note 14 and Note 15 for information relating to the impact of offsetting derivative assets and liabilities and cash collateral with the same counterparty where there is a legally enforceable master netting agreement in place.

(b) When the estimated fair value is less than the carrying value, the carrying value is reported as the fair value.

(c) The carrying amount is a reasonable estimate of fair value for existing short-term funding.

(d) The commitment on standby letters of credit was $278 million and $256 million at December 31, 2019 and 2018, respectively. See Note 16 for additional information on the standby letters of credit and for information on the fair value of lending-related commitments.

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 $189 million at December 31, 2019.

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-

128

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, 2019 and 2018, that the Corporation meets all capital adequacy requirements to which it is subject.

For additional information on the capital requirements applicable for the Corporation and the Bank, please see Part I, Item 1.

As of December 31, 2019 and 2018, the most recent notifications from the OCC and the FDIC 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 2019 or 2018.

	Actual				For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions(b)
($ in Thousands)	Amount		Ratio(a)		Amount		Ratio(a)			Amount		Ratio(a)
As of December 31 , 2019
Associated Banc-Corp
Total capital	$	3,208,625	13.21	%	$	1,943,711	≥	8.00	%
Tier 1 capital	2,736,776		11.26	%	1,457,783		≥	6.00	%
Common equity Tier 1 capital	2,480,698		10.21	%	1,093,337		≥	4.50	%
Leverage	2,736,776		8.83	%	1,239,431		≥	4.00	%
Associated Bank, N.A.
Total capital	$	2,892,650	11.95	%	$	1,936,732	≥	8.00	%	$	2,420,915	≥	10.00	%
Tier 1 capital	2,669,372		11.03	%	1,452,549		≥	6.00	%	1,936,732		≥	8.00	%
Common equity Tier 1 capital	2,469,578		10.20	%	1,089,412		≥	4.50	%	1,573,595		≥	6.50	%
Leverage	2,669,372		8.63	%	1,236,565		≥	4.00	%	1,545,706		≥	5.00	%
As of December 31 , 2018
Associated Banc-Corp
Total capital	$	3,216,575	13.49	%	$	1,907,403	≥	8.00	%
Tier 1 capital	2,705,939		11.35	%	1,430,553		≥	6.00	%
Common equity Tier 1 capital	2,449,721		10.27	%	1,072,914		≥	4.50	%
Leverage	2,705,939		8.49	%	1,275,048		≥	4.00	%
Associated Bank, N.A.
Total capital	$	2,909,064	12.25	%	$	1,900,536	≥	8.00	%	$	2,375,671	≥	10.00	%
Tier 1 capital	2,646,705		11.14	%	1,425,402		≥	6.00	%	1,900,536		≥	8.00	%
Common equity Tier 1 capital	2,446,782		10.30	%	1,069,052		≥	4.50	%	1,544,186		≥	6.50	%
Leverage	2,646,705		8.32	%	1,272,804		≥	4.00	%	1,591,006		≥	5.00	%

(a) When fully phased-in on January 1, 2019, the Basel III capital rules included a capital conservation buffer of 2.5% that was added on top of each of the minimum risk-based capital ratios noted above. Implementation began on January 1, 2016 at the 0.625% level and has increased each subsequent January 1, until it reached 2.5% on January 1, 2019.

(b) Prompt corrective action provisions are not applicable at the bank holding company level.

129

Note 20 Earnings Per Common Share

See Note 1 for the Corporation’s accounting policy on earnings per common share. Presented below are the calculations for basic and diluted earnings per common share:

	For the Years Ended December 31,
($ in Thousands, except per share data)	2019		2018		2017
Net income	$	326,790	$	333,562	$	229,264
Preferred stock dividends	(15,202)		(10,784)		(9,347)
Net income available to common equity	311,587		322,779		219,917
Common shareholder dividends	(111,091)		(104,981)		(75,967)
Unvested share-based payment awards	(713)		(537)		(450)
Undistributed earnings	199,784		217,260		143,500
Undistributed earnings allocated to common shareholders	198,424		216,199		142,593
Undistributed earnings allocated to unvested share-based payment awards	1,360		1,060		907
Undistributed earnings	$	199,784	$	217,260	$	143,500
Basic
Distributed earnings to common shareholders	$	111,091	$	104,981	$	75,967
Undistributed earnings allocated to common shareholders	198,424		216,199		142,593
Total common shareholders earnings, basic	$	309,514	$	321,181	$	218,560
Diluted
Distributed earnings to common shareholders	$	111,091	$	104,981	$	75,967
Undistributed earnings allocated to common shareholders	198,424		216,199		142,593
Total common shareholders earnings, diluted	$	309,514	$	321,181	$	218,560
Weighted average common shares outstanding	$	160,534	$	167,345	$	150,877
Effect of dilutive common stock awards	1,398		1,985		2,038
Effect of dilutive common stock warrants	—		402		732
Diluted weighted average common shares outstanding	$	161,932	$	169,732	$	153,647
Basic earnings per common share	$	1.93	$	1.92	$	1.45
Diluted earnings per common share	$	1.91	$	1.89	$	1.42

Anti-dilutive common stock options of approximately 3 million at the year ended December 31, 2019, 2 million at the year ended December 31, 2018, and 1 million for the year ended December 31, 2017, were excluded from the earnings per common share calculation.

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 reportable segment results are presented based on the Corporation's internal management accounting process. 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. GAAP. 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. Additionally, the information presented is not indicative of how the segments would perform if they operated as independent entities.

To determine financial performance of each segment, the Corporation allocates FTP assignments, the provision for credit losses, certain noninterest expenses, income tax, and equity to each segment. Allocation methodologies are subject to periodic

130

adjustment as the internal management accounting system is revised, the interest rate environment evolves, and business or product lines within the segments change. Also, because the development and application of these methodologies is a dynamic process, the financial results presented may be periodically reviewed.

The Corporation allocates net interest income using an internal FTP methodology that charges users of funds (assets) and credits providers of funds (liabilities, primarily deposits) based on the maturity, prepayment, and / or re-pricing characteristics of the assets and liabilities. The net effect of this allocation is offset in the Risk Management and Shared Services segment to ensure the consolidated total reflects the Corporation's net interest income. The net FTP allocation is reflected as net intersegment interest income (expense) in the accompanying tables.

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 based on an incurred loss model using the methodologies described in Note 1 to assess the overall appropriateness of the allowance for loan losses and the allowance for unfunded commitments. 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 expenses 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, the net tax residual is recorded in Risk Management and Shared Services. 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).

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 (FTP 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. All acquisition costs are included in this segment.

131

Information about the Corporation’s segments is presented below:

	Corporate and Commercial Specialty
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Net interest income	$	450,532	$	457,613	$	360,789
Net intersegment interest income (expense)	(76,064)		(56,356)		(3,737)
Segment net interest income	374,467		401,258		357,051
Noninterest income	53,282		52,321		52,297
Total revenue	427,749		453,578		409,348
Credit provision	52,382		44,592		42,298
Noninterest expense	156,348		160,399		156,890
Income (loss) before income taxes	219,019		248,587		210,160
Income tax expense (benefit)	41,209		47,850		71,655
Net income	$	177,809	$	200,737	$	138,505
Allocated goodwill	$	525,836	$	524,525	$	428,000

	Community, Consumer, and Business
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Net interest income	$	332,850	$	357,245	$	316,008
Net intersegment interest income (expense)	103,468		87,737		45,353
Segment net interest income	436,318		444,982		361,361
Noninterest income	307,750		295,647		266,250
Total revenue	744,067		740,629		627,611
Credit provision	20,043		20,083		20,400
Noninterest expense	547,423		541,771		490,567
Income (loss) before income taxes	176,601		178,775		116,645
Income tax expense (benefit)	37,105		37,543		40,826
Net income	$	139,496	$	141,232	$	75,819
Allocated goodwill	$	650,394	$	644,498	$	548,238

	Risk Management and Shared Services
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Net interest income	$	52,292	$	64,722	$	64,423
Net intersegment interest income (expense)	(27,403)		(31,382)		(41,615)
Segment net interest income	24,889		33,341		22,808
Noninterest income	19,793		7,600		14,133
Total revenue	44,682		40,941		36,941
Credit provision	(56,425)		(64,675)		(36,698)
Noninterest expense(a)	90,217		119,629		61,677
Income (loss) before income taxes	10,890		(14,013)		11,962
Income tax expense (benefit)	1,405		(5,606)		(2,978)
Net income	$	9,484	$	(8,407)	$	14,941
Allocated goodwill	$	—	$	—	$	—

132

	Consolidated Total
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Net interest income	$	835,674	$	879,580	$	741,220
Net intersegment interest income (expense)	—		—		—
Segment net interest income	835,674		879,580		741,220
Noninterest income	380,824		355,568		332,680
Total revenue	1,216,498		1,235,148		1,073,900
Credit provision	16,000		—		26,000
Noninterest expense	793,988		821,799		709,133
Income (loss) before income taxes	406,509		413,349		338,767
Income tax expense (benefit)	79,720		79,786		109,503
Net income	$	326,790	$	333,562	$	229,264
Allocated goodwill	$	1,176,230	$	1,169,023	$	976,239

(a) For the year ended December 31, 2019, the Risk Management and Shared Services segment includes approximately $7 million of acquisition related costs. For the year ended December 31, 2018, the Risk Management and Shared Services segment includes approximately $29 million of acquisition related costs within noninterest expense and approximately $2 million of acquisition related asset losses, net of asset gains within noninterest income.

133

Note 22 Accumulated Other Comprehensive Income (Loss)

The following table summarizes the components of accumulated other comprehensive income (loss) at December 31, 2019, 2018, and 2017 respectively, including changes during the years then ended as well as any reclassifications out of accumulated other comprehensive income (loss):

($ in Thousands)	Investment Securities Available For Sale		Defined Benefit Pension and Postretirement Obligations		Accumulated Other Comprehensive Income (Loss)
Balance, December 31, 2016	$	(20,079)	$	(34,600)	$	(54,679)
Other comprehensive income (loss) before reclassifications	(27,040)		14,273		(12,767)
Amounts reclassified from accumulated other comprehensive income (loss)
Personnel expense	—		(148)		(148)
Other expense	—		2,282		2,282
Interest income	(2,665)		—		(2,665)
Income tax (expense) benefit	11,331		(6,112)		5,219
Net other comprehensive income (loss) during period	(18,374)		10,295		(8,079)
Balance, December 31, 2017	$	(38,453)	$	(24,305)	$	(62,758)
Other comprehensive income (loss) before reclassifications	$	(39,891)	$	(28,612)	$	(68,503)
Amounts reclassified from accumulated other comprehensive income (loss)
Investment securities losses (gains), net	1,985		—		1,985
Personnel expense	—		(148)		(148)
Other expense	—		2,203		2,203
Interest income	(572)		—		(572)
Adjustment for adoption of ASU 2016-01	(84)		—		(84)
Adjustment for adoption of ASU 2018-02	(8,419)		(5,235)		(13,654)
Income tax (expense) benefit	9,791		6,767		16,558
Net other comprehensive income (loss) during period	(37,189)		(25,025)		(62,214)
Balance, December 31, 2018	$	(75,643)	$	(49,330)	$	(124,972)
Other comprehensive income (loss) before reclassifications	$	111,592	$	16,296	$	127,887
Amounts reclassified from accumulated other comprehensive income (loss)
Investment securities losses (gains), net	(5,957)		—		(5,957)
Personnel expense	—		(148)		(148)
Other expense	—		476		476
Interest income	895		—		895
Income tax (expense) benefit	(26,898)		(4,465)		(31,363)
Net other comprehensive income (loss) during period	79,631		12,158		91,789
Balance, December 31, 2019	$	3,989	$	(37,172)	$	(33,183)

134

Note 23 Revenue Recognition

Revenue is recognized when obligations under the terms of a contract with the Corporation's customer are satisfied. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. We do not have any material significant payment terms as payment is received at or shortly after the satisfaction of the performance obligation.

The Corporation's disaggregated revenue by major source is presented below:

	Corporate and Commercial Specialty
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Service charges and deposit account fees	$	12,883	$	14,981	$	16,006
Card-based fees(a)	1,373		1,334		1,125
Other revenue	1,002		694		811
Noninterest Income (in-scope of Topic 606)	$	15,258	$	17,009	$	17,941
Noninterest Income (out-of-scope of Topic 606)	38,024		35,311		34,355
Total Noninterest Income	$	53,282	$	52,321	$	52,297

	Community, Consumer, and Business
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Insurance commissions and fees	$	89,091	$	89,472	$	81,468
Wealth management fees(b)	83,467		82,341		70,126
Service charges and deposit account fees	50,203		51,025		48,344
Card-based fees(a)	38,349		38,439		33,849
Other revenue	10,952		11,087		10,095
Noninterest Income (in-scope of Topic 606)	$	272,062	$	272,363	$	243,883
Noninterest Income (out-of-scope of Topic 606)	35,687		23,284		22,367
Total Noninterest Income	$	307,750	$	295,647	$	266,250

	Risk Management and Share Services
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Insurance commissions and fees	$	13	$	39	$	6
Wealth management fees(b)	—		222		—
Service charges and deposit account fees	49		69		77
Card-based fees(a)	190		37		23
Other revenue	675		345		245
Noninterest Income (in-scope of Topic 606)	$	926	$	712	$	351
Noninterest Income (out-of-scope of Topic 606)	18,866		6,889		13,783
Total Noninterest Income	$	19,793	$	7,600	$	14,133

	Consolidated Total
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Insurance commissions and fees	$	89,104	$	89,511	$	81,474
Wealth management fees(b)	83,467		82,562		70,126
Service charges and deposit account fees	63,135		66,075		64,427
Card-based fees(a)	39,912		39,810		34,997
Other revenue	12,629		12,126		11,151
Noninterest Income (in-scope of Topic 606)	$	288,247	$	290,084	$	262,175
Noninterest Income (out-of-scope of Topic 606)	92,577		65,484		70,505
Total Noninterest Income	$	380,824	$	355,568	$	332,680

(a) Certain card-based fees are out-of-scope of Topic 606.

(b) Includes trust, asset management, brokerage, and annuity fees.

135

Below is a listing of performance obligations for the Corporation's main revenue streams:

Revenue Stream	Noninterest income in-scope of Topic 606
Insurance commissions and fees	The Corporation's insurance revenue has two distinct performance obligations. The first performance obligation is the selling of the policy as an agent for the carrier. This performance obligation is satisfied upon binding of the policy. The second performance obligation is the ongoing servicing of the policy which is satisfied over the life of the policy. For employee benefits, the payment is typically received monthly. For property and casualty, payments can vary, but are typically received at, or in advance, of the policy period.
Service charges and deposit account fees	Service charges on deposit accounts consist of monthly service fees (i.e. business analysis fees and consumer service charges) and other deposit account related fees. The Corporation's performance obligation for monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Other deposit account related fees are largely transactional based, and therefore, the Corporation's performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to the customers’ accounts.
Card-based fees(a)	Card-based fees are primarily comprised of debit and credit card income, ATM fees, and merchant services income. Debit and credit card income is primarily comprised of interchange fees earned whenever the Corporation's debit and credit cards are processed through card payment networks. ATM and merchant fees are largely transactional based, and therefore, the Corporation's performance obligation is satisfied, and related revenue recognized, at a point in time. Payment is typically received immediately or in the following month.
Trust and asset management fees(b)	Trust and asset management income is primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Corporation's performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to the customers’ accounts. The Corporation's performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e., as incurred). Payment is received shortly after services are rendered.
Brokerage and advisory fees(b)	Brokerage and advisory fees primarily consists of investment advisory, brokerage, retirement services, and annuities. The Corporation's performance obligation for investment advisory services and retirement services is generally satisfied, and the related revenue recognized, over the period in which the services are provided. The performance obligation for annuities is satisfied upon sale of the annuity, and therefore, the related revenue is primarily recognized at the time of sale. Payment for these services are typically received immediately or in advance of the service.

(a) Certain card-based fees are out-of-scope of Topic 606.

(b) Trust and asset management fees and brokerage and advisory fees are included in wealth management fees.

Arrangements with Multiple Performance Obligations

The Corporation's contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the expected cost plus margin.

Note 24 Recent Developments

On February 4, 2020, the Corporation's Board of Directors declared a regular quarterly cash dividend of $0.18 per common share, payable on March 16, 2020 to shareholders of record at the close of business on March 2, 2020. The Board of Directors also declared a regular quarterly cash dividend of $0.3828125 per depositary share on Associated Banc-Corp's 6.125% Series C Perpetual Preferred Stock, payable on March 16, 2020 to shareholders of record at the close of business on March 2, 2020. The Board of Directors also declared a regular quarterly cash dividend of $0.3359375 per depositary share on Associated's 5.375% Series D Perpetual Preferred Stock, payable on March 16, 2020 to shareholders of record at the close of business on March 2, 2020. The Board of Directors also declared a regular quarterly cash dividend of $0.3671875 per depositary share on Associated's 5.875% Series E Perpetual Preferred Stock, payable on March 16, 2020 to shareholders of record at the close of business on March 2, 2020.

136

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Associated Banc-Corp:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Associated Banc-Corp and subsidiaries (the Company) as of December 31, 2019 and 2018, 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, 2019, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2019, 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) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 11, 2020 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

137

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of the allowance for loan losses related to loans collectively evaluated for impairment

As discussed in Notes 1 and 4 to the consolidated financial statements, the Company's allowance for loan losses related to loans collectively evaluated for impairment (ALL) was $185.2 million of a total allowance for loan losses of $201.4 million as of December 31, 2019. The Company estimated the ALL using a historical loss methodology that estimates the probability of default (PD) and loss given default (LGD), which are based on loan grades for commercial loans and credit reports for consumer loans. Such amounts are adjusted for qualitative factors.

We identified the assessment of the ALL as a critical audit matter because it involved significant measurement uncertainty requiring complex auditor judgment, and knowledge and experience in the industry. The assessment of the ALL encompassed the evaluation of the ALL methodology, including the methodologies used to estimate (1) the PD and LGD and their key factors and assumptions, including the loan grades for commercial loans, credit reports for consumer loans, the historical loan loss and delinquency experience, the loss emergence periods, and how loans with similar risk characteristics are segmented and (2) the qualitative factors. The assessment also included an evaluation of the mathematical accuracy of certain ALL calculations.

The primary procedures we performed to address the critical audit matter included the following. We tested certain internal controls over the Company's ALL process, including controls related to the (1) development and approval of the ALL methodology, (2) determination of the key factors and assumptions used to estimate the PD and LGD including the loan grades for commercial loans, credit reports for consumer loans, historical loan loss and delinquency experience, how loans with similar risk characteristics are segmented, and the loss emergence periods, (3) development of the qualitative factors, and (4) calculation of the ALL. We evaluated the Company's process to develop the ALL by testing certain sources of data, factors, and assumptions that the Company used, and considered the relevance and reliability of such data, factors, and assumptions, and tested the mathematical accuracy of certain calculations of the ALL. In addition, we involved credit risk professionals with specialized industry knowledge and experience, who assisted in:

•evaluating the Company's ALL methodology for compliance with U.S. generally accepted accounting principles,

•evaluating the appropriateness of the methodology used to develop the key assumptions for the PD and LGD including loan grades for commercial loans, credit reports for consumer loans, and the historical loan loss and delinquency experience,

•evaluating the methodology used to develop the loss emergence periods,

•determining whether loans were segmented by similar risk characteristics,

•evaluating the methodology used to develop the resulting qualitative factors and the effect of those factors on the ALL, and

•evaluating individual loan grades for a selection of commercial loan relationships.

/s/ KPMG LLP

We have served as the Company’s auditor since 1983.

Chicago, Illinois

February 11, 2020

138

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, 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, 2019, 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, 2019. 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 Exchange Act.

As of December 31, 2019, 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, 2019, 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, 2019. The report, which expresses an unqualified opinion on the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2019, is included below under the heading Report of Independent Registered Public Accounting Firm.

139

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Associated Banc-Corp:

Opinion on Internal Control Over Financial Reporting

We have audited Associated Banc-Corp and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, 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, 2019, and the related notes (collectively, the consolidated financial statements), and our report dated February 11, 2020 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. 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 of internal control over financial reporting 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.

Definition and Limitations of Internal Control Over Financial Reporting

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

140

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.

/s/ KPMG LLP

Chicago, Illinois

February 11, 2020

141

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 2020 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 Delinquent Section 16(a) Reports is incorporated herein by reference. Information relating to the Corporation’s executive officers is set forth in Part I of this report.

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, "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 11. Executive Compensation

The information in the Corporation’s definitive Proxy Statement, prepared for the 2020 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 2020 Annual Meeting of Shareholders, which contains information concerning this item, under the captions Stock Ownership and Equity Compensation Plan Information is incorporated herein by reference.

Equity Compensation Plan Information

December 31, 2019	(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))
Plan Category
Equity compensation plan approved by security holders	5,542,954	$	20.13	7,561,080
Equity compensation plans not approved by security holders	—	—		—
Total	5,542,954	$	20.13	7,561,080

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

The information in the Corporation’s definitive Proxy Statement, prepared for the 2020 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 2020 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.

142

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, 2019 and 2018

Consolidated Statements of Income — For the Years Ended December 31, 2019, 2018, and 2017

Consolidated Statements of Comprehensive Income — For the Years Ended December 31, 2019, 2018, and 2017

Consolidated Statements of Changes in Stockholders’ Equity — For the Years Ended December 31, 2019, 2018, and 2017

Consolidated Statements of Cash Flows — For the Years Ended December 31, 2019, 2018, and 2017

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

(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 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)(c)	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)(d)	Articles of Correction filed with the Wisconsin Department of Financial Institutions on June 14, 2016	Exhibit (3) to Report on Form 10-Q filed on July 28, 2016
(3)(e)	Certificate Related to Series A Preferred Stock dated August 15, 2016	Exhibit (3.1) to Report on Form 8-K filed on August 16, 2016
(3)(f)	Articles of Amendment to the Amended and Restated Articles of Incorporation of Associated Banc-Corp with respect to its 5.375% Non-Cumulative Perpetual Preferred Stock, Series D, dated September 12, 2016	Exhibit (3.1, 4.1) to Report on Form 8-K filed on September 15, 2016
(3)(g)	Amended and Restated Bylaws of Associated Banc-Corp	Exhibit (3.1) to Report on Form 8-K filed on May 1, 2019
(3)(h)	Articles of Amendment to the Amended and Restated Articles of Incorporation of Associated Banc-Corp with respect to its 5.875% Non-Cumulative Perpetual Preferred Stock, Series E, dated September 21, 2018	Exhibit (3.1,4.1) to Report on Form 8-K filed on September 26, 2018
(3)(i)	Certificate relating to the Series B Preferred Stock dated October 23, 2018	Exhibit 3.1 to Report on Form 8-K filed on October 26, 2018
(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

143

Exhibit Number	Description
(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)	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)(f)	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)(g)	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
(4)(h)	Deposit Agreement, dated September 15, 2016, 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, 2016
(4)(i)	Deposit Agreement, dated September 26, 2018, among Associated Banc-Corp, Equiniti Trust Company 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 26, 2018
(4)(j)	Description of Associated Banc-Corp’s Securities	Filed herewith
*(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

144

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 December 4, 2018	Exhibit (10)(e) to Report on Form 10-K filed on February 19, 2019
*(10)(f)	Associated Banc-Corp Deferred Compensation Plan, Restated Effective November 16, 2015	Exhibit (10)(f) to Report on Form 10-K filed on February 5, 2016
*(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)	Associated Banc-Corp 2017 Incentive Compensation Plan	Appendix A to Definitive Proxy Statement filed on March 14, 2017
*(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	Exhibit (10)(p) to Report on Form 10-K filed on February 5, 2016
*(10)(q)	Form of 2013 Incentive Compensation Plan Restricted Unit Agreement	Exhibit (10.1) to Report on Form 10-Q filed on July 28, 2017
*(10)(r)	Form of Amendment to 2013 Incentive Compensation Plan Restricted Unit Agreement	Exhibit (10.2) to Report on Form 10-Q filed on July 28, 2017
*(10)(s)	Form of Change of Control Agreement, by and among Associated Banc-Corp and the executive officers of Associated Banc-Corp.	Exhibit (10.1) to Report on Form 8-K filed on December 6, 2017
*(10)(t)	Form of Associated Banc-Corp 2017 Incentive Compensation Plan Restricted Stock Agreement	Exhibit 10.1 to Report on Form 10-Q filed July 26, 2018
(18)	Preferability Letter from KPMG regarding a change in accounting method dated October 31, 2019	Exhibit 18 to Form 10-Q filed on October 31, 2019
(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
(104)	Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101)	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 on the financial statements and notes thereto or elsewhere within.

145

ITEM 16. Form 10-K Summary

Not applicable.

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 11, 2020	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 11, 2020
Philip B. Flynn
/s/    Christopher J. Del Moral-Niles	Chief Financial Officer (Principal Financial Officer)	February 11, 2020
Christopher J. Del Moral-Niles
/s/    Tammy C. Stadler	Principal Accounting Officer	February 11, 2020
Tammy C. Stadler

Directors: John F. Bergstrom, Michael T. Crowley Jr., Philip B. Flynn, R. Jay Gerken, Judith P. Greffin, Michael J. Haddad, William R. Hutchinson, Robert A. Jeffe, Eileen A. Kamerick, Gale E. Klappa, Richard T. Lommen, Cory L. Nettles, 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.

146

EX-4.J

Exhibit 4(j)

ASSOCIATED BANC-CORP

DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Description of Common Stock

Associated Banc-Corp (“we,” “our,” “us”) has one class of common stock, the Associated Banc-Corp common stock. Of the 250,000,000 shares of our common stock with a par value of $0.01 per share authorized, 157,171,247 shares were outstanding as of December 31, 2019, exclusive of shares held in treasury.

The following summary of the material terms and rights of our common stock is not complete. You should refer to the applicable provision of our Amended and Restated Articles of Incorporation, as amended, for a complete statement of the terms and rights of our common stock.

Dividend Rights

Holders of our common stock are entitled to receive dividends when, as, and if declared by our board of directors out of our assets legally available for payment, subject to the rights of holders of our Series C, Series D and Series E Preferred Stock and any other series of preferred stock that may be designated, issued and outstanding from time to time, if and to the extent so provided under the terms of such series. No share of our common stock is entitled to any preferential treatment with respect to dividends.

Voting Rights

Each holder of our common stock will be entitled at each shareholders’ meeting, with regard to each matter to be voted on, to cast one vote, in person or by proxy, for each share of our common stock registered in his or her name on our stock transfer books. Subject to the rights, if any, of the holders of any series of preferred stock under their respective certificates of designations and applicable law, all voting rights are vested in the holders of shares of our common stock. Voting rights are not cumulative, which means that holders of more than 50% of the shares voting for the election of directors can elect 100% of the directors, and the holders of the remaining shares will not be able to elect any directors.

Rights Upon Liquidation

Subject to and to the extent of the rights of holders of any of our preferred stock which may be designated, issued and outstanding from time to time, in the event of our liquidation, dissolution or winding up, whether voluntary or involuntary, the holders of our common stock will be entitled to receive all of our assets remaining for distribution to our shareholders, on a pro rata basis.

Miscellaneous

Shares of our common stock are not convertible into shares of any other class of capital stock. Shares of our common stock are not and will not be entitled to any preemptive or subscription rights. The issued and outstanding shares of our common stock are fully paid and nonassessable. The transfer agent, registrar, and dividend disbursement agent for our common stock shall be named in the applicable prospectus supplement.

Description of Preferred Stock

Under our Amended and Restated Articles of Incorporation, as amended, our board of directors is authorized, without further shareholder action, to issue up to 750,000 shares of preferred stock, $1.00 par value per share, in one or more series, and to determine the preferences, limitations and relative rights of each series. As of December 31, 2019, there were authorized (i) 65,000 shares of our 6.125% Non-Cumulative Perpetual Preferred Stock, Series C, with a liquidation preference of $1,000 per share, all of which were outstanding, (ii) 100,000 shares of our 5.375% Non-Cumulative Perpetual Preferred Stock, Series D, with a liquidation preference of $1,000 per share, 99,458 of which were outstanding and (iii) 100,000 shares of our 5.875% Non-Cumulative Perpetual Preferred Stock, Series E, with a liquidation preference of $1,000 per share, all of which were outstanding. We may amend our Amended and Restated Articles of Incorporation, as amended, to increase the number of authorized shares of preferred stock in a manner permitted by our Amended and Restated Articles of Incorporation and the Wisconsin Business Corporation Law.

All of our outstanding shares of preferred stock are represented by depositary shares registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each series of depositary shares is described under “Description of Depositary Shares,” below.

Under regulations adopted by the Federal Reserve Board, if the holders of any series of our preferred stock become entitled to vote for the election of directors because dividends on that series are in arrears, that series may then be deemed a “class of voting securities.” In such a case, a holder of 25% or more of the series, or a holder of 5% or more if that holder would also be considered to exercise a “controlling influence” over Associated Banc-Corp, may then be subject to regulation as a bank holding company in accordance with the Bank Holding Company Act of 1956. In addition, (1) any other bank holding company may be required to obtain the prior approval of the Federal Reserve Board to acquire or retain 5% or more of that series, and (2) any person other than a bank holding company may be required to obtain the approval of the Federal Reserve Board to acquire or retain 10% or more of that series.

The following summary is not complete. You should also refer to our Amended and Restated Articles of Incorporation, as amended, and to our Articles of Amendment relating to the series of the preferred stock being offered for the complete terms of that series of preferred stock.  

6.125% Non-Cumulative Perpetual Preferred Stock, Series C

As of [], 2020, there were 65,000 shares of our 6.125% Non-Cumulative Perpetual Preferred Stock, Series C, par value of $1.00 per share, with a liquidation preference of $1,000 per share (the “Series C Preferred Stock” or the “Series C Shares”) issued and outstanding. The depositary is the sole holder of the Series C Preferred Stock, as described under “Depositary Shares Representing the Series C, Series D, and Series E Shares” below, and all references to the holders of the Series C Shares shall mean the depositary.  However, the holders of the depositary shares representing the Series C Shares are entitled, through the depositary, to exercise the rights and preferences of the holders of the Series C Shares, as described under “Depositary Shares Representing the Series C, Series D, and Series E Shares.” This summary of the Series C Preferred Stock does not purport to be complete in all respects. This summary is subject to and qualified in its entirety by reference to our Amended and Restated Articles of Incorporation, as amended, including the Articles of Amendment with respect to the designation of the Series C Preferred Stock.

Each holder of Series C Shares is entitled to receive cash dividends when, as and if declared out of assets legally available for payment in respect of the Series C Shares by our Board of Directors or a duly authorized committee of the Board in their sole discretion.  Dividends will be non-cumulative. If we do not declare dividends or do not pay dividends in full on the Series C Shares on any date on which dividends are due, then these undeclared and unpaid dividends will not cumulate, accrue or be payable.

The Series C Shares have a fixed liquidation preference of $1,000 per share (equivalent to $25 per depositary share). If we liquidate, dissolve or wind up our business and affairs, holders of Series C Shares will be entitled to receive, out of our assets that are available for distribution to shareholders, an amount per Series C Share

equal to the liquidation preference per Share plus an amount with respect to dividends as and to the extent described below under “-Liquidation Rights.”

The Series C Shares are not convertible into, or exchangeable for, shares of our common stock or any other class or series of our stock or other securities. The Series C Shares are not subject to any sinking fund or any other obligation of us to redeem or repurchase the Series C Shares.

Ranking

The Series C Shares rank, as to the payment of dividends and the amounts to be paid upon liquidation, dissolution or winding up, senior to our common stock and any other class or series of shares ranking junior to the Series C Shares. The Series C Shares rank equally with our 5.375% Non-Cumulative Perpetual Preferred Stock, Series D, and our 5.875% Non-Cumulative Perpetual Preferred Stock, Series E, and at least equally with any other series of preferred stock ranking equal to the Series C Shares as to payment of dividends or the amounts to be paid upon liquidation, dissolution or winding up, as applicable.

During any Dividend Period (as defined below), so long as any Series C Shares remain outstanding, unless (a) the full dividends for the then-current Dividend Period on all outstanding Series C Shares have been paid, or declared and funds set aside therefor and (b) we are not in default on our obligation to redeem any Series C Shares that have been called for redemption as described below under “Redemption”:

•no dividend whatsoever shall be paid or declared on our common stock or other junior stock, other than a dividend payable solely in junior stock; and

•no common stock or other junior stock shall be purchased, redeemed or otherwise acquired for consideration by us.

On any Dividend Payment Date (as defined below) for which full dividends are not paid, or declared and funds set aside therefor, upon the Series C Shares and other equity securities designated as ranking on parity with the Series C Shares as to payment of dividends (“dividend parity stock”), all dividends paid or declared for payment on that Dividend Payment Date with respect to the Series C Shares and the dividend parity stock shall be shared:

•first ratably by the holders of any such shares, who have the right to receive dividends with respect to Dividend Periods prior to the then-current Dividend Period, in proportion to the respective amounts of the undeclared and unpaid dividends relating to prior Dividend Periods; and

•thereafter by the holders of these shares on a pro rata basis.

 We have agreed, in the Articles of Amendment to our Amended and Restated Articles of Incorporation establishing the terms of the Series C Shares, not to issue preferred stock having dividend payment dates that are not also Dividend Payment Dates for the Series C Shares.

Subject to the foregoing, such dividends (payable in cash, stock or otherwise) as may be determined by our board of directors (or a duly authorized committee of the board) may be declared and paid on our common stock and any other stock ranking equally with or junior to the Series C Shares from time to time out of any funds legally available for such payment, and the Series C Shares shall not be entitled to participate in any such dividend.

Dividends

General

Dividends on the Series C Shares are not mandatory. Holders of Series C Shares, in preference to the holders of our common stock and of any other shares of our stock ranking junior to the Series C Shares as to payment of dividends, will be entitled to receive, only when, as and if declared by our board of directors or a duly authorized committee of the board, and only out of assets legally available for the payment of dividends under Wisconsin law, non-cumulative cash dividends at a rate per annum equal to 6.125%, applied to the fixed liquidation preference of $1,000 per share (equivalent to $25 per depositary share). Dividends on the Series C Shares are payable quarterly in arrears on the 15th day of March, June, September and December of each year (each, a

“Dividend Payment Date”), with respect to the Dividend Period, or portion thereof, ending on the day preceding the respective Dividend Payment Date. A “Dividend Period” means each period commencing on (and including) a Dividend Payment Date and continuing to (but not including) the next succeeding Dividend Payment Date, except that the first Dividend Period for the initial issuance of Shares commenced upon (and included) the date of original issuance of the Series C Shares. If additional Series C Shares are issued at a future date, the first Dividend Period for such Series C Shares will commence upon (and include) (i) if the Series C Shares are issued on a Dividend Payment Date, the date on which the Series C Shares were issued and (ii) if the Series C Shares are not issued on a Dividend Payment Date, the most recent Dividend Payment Date preceding the date on which the Series C Shares were issued.

Dividends will be paid to holders of record on the 15th calendar date (whether or not a Business Day) before such Dividend Payment Date or such other record date not more than 60 days nor less than 10 days preceding such Dividend Payment Date and fixed for that purpose by our board of directors or a committee thereof in advance of payment of each particular dividend. The corresponding record dates for the depositary shares are the same as the record dates for the Series C Shares. As used in this section, “Business Day” means each weekday on which banking institutions in the City of New York are not authorized or obligated by law, regulation or executive order to close.

The dividend payable per Series C Share for any Dividend Period is computed on the basis of a 360-day year consisting of twelve 30-day months. If a Dividend Payment Date is not a Business Day, the applicable dividend will be paid on the first Business Day following that day without adjustment.

We are subject to various general regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums, and dividends on the Series C Shares will not be declared, paid or set aside for payment to the extent such act would cause us to fail to comply with laws or regulations applicable thereto, including applicable capital adequacy guidelines. The Federal Reserve Board (including any successor bank regulatory authority that may become our Appropriate Federal Banking Agency, as defined below), is authorized to determine, under certain circumstances relating to the financial condition of a bank holding company, such as us, that the payment of dividends would be an unsafe or unsound practice and to prohibit payment thereof. In addition, we are subject to Wisconsin state laws relating to the payment of dividends.

Dividends are Non-Cumulative

Dividends on the Series C Shares are non-cumulative. We have no obligation to pay dividends for the corresponding Dividend Period after that Dividend Payment Date or to pay interest with respect to these dividends, whether or not we declare dividends on the Series C Shares for any subsequent Dividend Period.

Redemption

Optional Redemption

The Series C Shares are not subject to any mandatory redemption, sinking fund or other similar provisions. However, the Series C Shares may be redeemed on or after June 15, 2020 (“Optional Redemption”). On that date or on any Dividend Payment Date thereafter, the Series C Shares may be redeemed from time to time, in whole or in part, at our option, subject to the approval of the Appropriate Federal Banking Agency, at the cash redemption price provided below. Dividends will not accrue on those Series C Shares on and after the redemption date. Neither the holders of Series C Shares nor the holders of the related depositary shares have the right to require the redemption or repurchase of the Series C Shares.  

Redemption Following a Regulatory Capital Event

We may redeem the Series C Shares at any time within 90 days following a regulatory capital treatment event, in whole but not in part, at our option, subject to the approval of the Federal Reserve or other Appropriate Federal Banking Agency, at the cash redemption price provided below (“Regulatory Event Redemption”). A

“regulatory capital treatment event” means our good faith determination that, as a result of (i) any amendment to, or change in, the laws or regulations of the United States (including, for the avoidance of doubt, any agency or instrumentality of the United States, including the Federal Reserve and other federal bank regulatory agencies) or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of the Series C Shares; (ii) any proposed change in those laws or regulations that is announced after the initial issuance of the Series C Shares; or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of the Series C Shares, there is more than an insubstantial risk that we will not be entitled to treat the full liquidation value of the Series C Shares then outstanding as “Tier 1 Capital” (or its equivalent) for purposes of the capital adequacy guidelines or regulations of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency), as then in effect and applicable, for as long as any Series C Share is outstanding. Dividends will not accrue on those Series C Shares on and after the redemption date. “Appropriate Federal Banking Agency” means the “appropriate federal banking agency” with respect to us as defined in Section (3)(q) of the Federal Deposit Insurance Act.

Redemption Price

The redemption price for any redemption of Series C Shares, whether an Optional Redemption or Regulatory Event Redemption, will be equal to $1,000 per Series C Share (equivalent to $25 per depositary share) plus (a) in the case of an Optional Redemption, the sum of any declared and unpaid dividends for any prior Dividend Periods, without accumulation of any undeclared dividends, or (b) in the case of a Regulatory Event Redemption, the sum of any declared and unpaid dividends for any prior Dividend Periods and accrued but unpaid and undeclared dividends for the then-current Dividend Period to but excluding the date of redemption. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the dividend record date for a Dividend Period will not be paid to the holder entitled to receive the redemption price on the redemption date, but rather will be paid to the holder of record of the redeemed shares on such dividend record date relating to the Dividend Payment Date.  

Redemption Procedures

If Series C Shares are to be redeemed, we will provide notice by first class mail, postage prepaid, addressed to the holders of record of the Series C Shares to be redeemed, mailed not less than 30 days and not more than 60 days before the date fixed for redemption thereof (provided, however, that if the Shares or the depositary shares representing the Series C Shares are held in book-entry form through The Depository Trust Company, or “DTC,” we may give this notice in any manner permitted by DTC). Any notice mailed or otherwise given as provided in this paragraph will be conclusively presumed to have been duly given, whether or not the holder receives this notice, and failure duly to give this notice by mail or otherwise, or any defect in this notice or in the mailing or provision of this notice, to any holder of Series C Shares designated for redemption will not affect the redemption of any other Series C Shares. Each notice of redemption will include a statement setting forth:

•the redemption date;

•the number of Series C Shares to be redeemed and, if less than all the Series C Shares held by the holder are to be redeemed, the number of Series C Shares to be redeemed from the holder;

•the redemption price; and

•the place or places where the Series C Shares are to be surrendered for payment of the redemption price.

If notice of redemption of any Series C Shares has been duly given and if the funds necessary for the redemption have been set aside by us for the benefit of the holders of any Series C Shares so called for redemption, then, on and after the redemption date, those Series C Shares will no longer be deemed outstanding and all rights of the holders of those Series C Shares (including the right to receive any dividends) will terminate, except the right to receive the redemption price.

In the case of any redemption of only part of the Series C Shares at the time outstanding, the Series C Shares to be redeemed will be selected either pro rata or by lot. Subject to the provisions described in this section,

the Board of Directors will have the full power and authority to prescribe the terms and conditions upon which Series C Shares shall be redeemed from time to time.

Under the Federal Reserve’s current risk-based capital guidelines applicable to bank holding companies, any redemption of the Series C Shares is subject to prior approval by the Federal Reserve. Any redemption of the Series C Shares is subject to our receipt of any required prior approval by the Federal Reserve and to the satisfaction of any conditions set forth in the capital guidelines or regulations of the Federal Reserve applicable to the redemption of the Series C Shares.

Neither the holders of the Series C Shares nor the holders of the related depositary shares have the right to require the redemption or repurchase of the Series C Shares.

Liquidation Rights

In the event that we liquidate, dissolve or wind up our business and affairs, either voluntarily or involuntarily, holders of Series C Shares will be entitled to receive an amount per Share (the “Series C Total Liquidation Amount”) equal to the fixed liquidation preference of $1,000 per Series C Share (equivalent to $25 per depositary share) plus, the sum of any declared and unpaid dividends for Dividend Periods prior to the dividend period in which the liquidation distribution is made and declared and, if applicable, a pro rata portion of any declared and unpaid dividends for the then-current Dividend Period in which the liquidation distribution is made to the date of such liquidation distribution. Holders of the Series C Shares will be entitled to receive the Series C Total Liquidation Amount out of our assets that are available for distribution to shareholders, after payment or provision for payment of our debts and other liabilities but before any distribution of assets is made to holders of our common stock or any other class or series of shares ranking junior to the Series C Shares with respect to that distribution.  

If our assets are not sufficient to pay the Series C Total Liquidation Amount in full to all holders of Series C Shares and all holders of any shares of our stock having the same rank as the Series C Shares with respect to any such distribution, the amounts paid to the holders of Series C Shares and such other shares will be paid pro rata in accordance with the respective Series C Total Liquidation Amount to which those holders are entitled. If the Series C Total Liquidation Amount per Series C Share has been paid in full to all holders of Shares and the liquidation preference of any other shares having the same rank as the Series C Shares has been paid in full, the holders of our common stock or any other shares ranking, as to such distribution, junior to the Series C Shares will be entitled to receive all of our remaining assets according to their respective rights and preferences.

For purposes of the liquidation rights, neither the sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of our property and assets, nor the consolidation or merger by us with or into any other entity or by another entity with or into us will constitute a liquidation, dissolution or winding up of our business or affairs.

Because we are a holding company, our rights and the rights of our creditors and our shareholders, including the holders of the Series C Shares, to participate in the assets of any of our subsidiaries upon that subsidiary’s liquidation or recapitalization may be subject to the prior claims of that subsidiary’s creditors, except to the extent that we are a creditor with recognized claims against the subsidiary.  

Voting Rights

The holders of Series C Shares will not have any voting rights and will not be entitled to elect any directors, except as indicated below or otherwise specifically required by law. Each holder of Series C Shares will have one vote per Series C Share (or one vote per 40 depositary shares) on any matter on which holders of Series C Shares are entitled to vote, including any action by written consent.

Right to Elect Two Directors Upon Non-Payment of Dividends

If and whenever the dividends on the Series C Shares and any other class or series of our stock that ranks on parity with Series C Shares as to payment of dividends and that has voting rights equivalent to those described in

this paragraph (“voting parity stock”) have not been declared and paid in an aggregate amount equal, as to any such class or series, to at least six quarterly dividends (whether or not consecutive), the authorized number of our directors then constituting our Board of Directors will automatically be increased by two. Holders of Series C Shares, together with the holders of all other affected classes and series of voting parity stock, voting as a single class, will be entitled to elect the two additional members of our Board of Directors (the “Preferred Stock Directors”) at any annual meeting of shareholders or any special meeting of the holders of Series C Shares and any voting parity stock for which dividends have not been paid, called as provided below, but only if the election of any Preferred Stock Directors would not cause us to violate the corporate governance requirement of the New York Stock Exchange (or any other exchange on which our securities may be listed) that listed companies must have a majority of independent directors. In addition, our Board of Directors shall at no time have more than two Preferred Stock Directors.

At any time after this voting power has vested as described above, our Secretary may, and upon the written request of holders of record of at least 20% of the outstanding Series C Shares and voting parity stock (addressed to the Secretary at our principal office) must, call a special meeting of the holders of Series C Shares and voting parity stock for the election of the Preferred Stock Directors. Notice for a special meeting will be given in a similar manner to that provided in our by-laws for a special meeting of the shareholders, which we will provide upon request, or as required by law. If our Secretary is required to call a meeting but does not do so within 20 days after receipt of any such request, then any holder of Series C Shares may (at our expense) call such meeting, upon notice as provided in this section, and for that purpose will have access to our stock books.

The Preferred Stock Directors elected at any such special meeting will hold office until the next annual meeting of our shareholders unless they have been previously terminated as described below. In case any vacancy occurs among the Preferred Stock Directors, a successor will be elected by our board of directors to serve until the next annual meeting of the shareholders upon the nomination of the then remaining Preferred Stock Director or, if no Preferred Stock Director remains in office, by the vote of the holders of record of a majority of the outstanding Series C Shares and voting parity stock, voting as a single class. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

If full dividends have been paid on the Series C Shares and any non-cumulative voting parity stock for at least one year and all dividends on any cumulative voting parity stock have been paid in full then the right of the holders of Series C Shares to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of these voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods), the terms of office of all Preferred Stock Directors will immediately terminate and the number of directors constituting our Board of Directors will be reduced accordingly.

Other Voting Rights

So long as any Series C Shares remain outstanding, the affirmative vote of the holders of at least two-thirds of the Series C Shares outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), will be required to:

•authorize or create, or increase the authorized or issued amount of, any class or series of capital stock ranking senior to the Series C Shares with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, or reclassify any authorized shares of capital stock into Series C Shares; or

•amend, alter or repeal the provisions of our Amended and Restated Articles of Incorporation, whether by merger, consolidation or otherwise, so as to materially and adversely affect any right, preference, privilege or voting power of the Series C Shares or the holders thereof;

provided, however, that with respect to the occurrence of any event set forth in the second bullet point above, so long as any Series C Shares remain outstanding with the terms thereof materially unchanged or new shares of the surviving corporation or entity are issued with the same terms as the Series C Shares, in each case taking into account that upon the occurrence of this event we may not be the surviving entity, the occurrence of any such event

shall not be deemed to materially and adversely affect any right, preference, privilege or voting power of the Series C Shares or the holders thereof, and provided, further, that any increase in the amount of our authorized common stock or preferred stock or the creation or issuance of any other series of common stock or other equity securities ranking on a parity with or junior to the Series C Shares with respect to payment of dividends (whether such dividends are cumulative or non-cumulative) or the distribution of assets upon liquidation, dissolution or winding up and any change to the number of directors or number of classes of directors shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Under Wisconsin law, the vote of the holders of a majority of the outstanding Series C Shares, voting as a separate voting group, is required for:

•certain amendments to our Amended and Restated Articles of Incorporation impacting the Series C Shares;

•the approval of any dividend payable in Series C Shares to holders of shares of another class or series of our stock;

•the approval of any proposed share exchange that includes Series C Shares; or

•the approval of any plan of merger if the plan of merger contains a provision that, if contained in a proposed amendment to our Amended and Restated Articles of Incorporation, would require action on the proposed amendment.

Further, in the case of any merger where we are the surviving corporation, the right of holders of the Series C Shares to vote separately as a group on a plan of merger does not apply if:

•the articles of incorporation of the surviving corporation will not differ, with certain exceptions, from our articles of incorporation in effect prior to the merger;

•each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitation, and relative rights, immediately after the merger; and

•the number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights or warrants issued pursuant to the merger, will not exceed by more than 20% the total number of voting shares of the surviving corporation outstanding immediately after the merger.

The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which the vote would otherwise be required, all outstanding Series C Shares shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been set aside by us for the benefit of the holders of Series C Shares to effect the redemption.

Depositary, Transfer Agent, Registrar and Paying Agent

Equiniti Trust Company is the depositary, transfer agent, registrar and paying agent for the Series C Shares.

5.375% Non-Cumulative Perpetual Preferred Stock, Series D

As of December 31, 2019, there were 99,458 shares of our 5.375% Non-Cumulative Perpetual Preferred Stock, Series D, par value of $1.00 per share, with a liquidation preference of $1,000 per share (the “Series D Preferred Stock” or the “Series D Shares”) issued and outstanding. The depositary is the sole holder of the Series D Preferred Stock, as described under “Depositary Shares Representing the Series C, Series D, and Series E Shares” below, and all references to the holders of the Series D Shares shall mean the depositary.  However, the holders of the depositary shares representing the Series D Shares are entitled, through the depositary, to exercise the rights and preferences of the holders of the Series D Shares, as described under “Depositary Shares Representing the Series C, Series D, and Series E Shares.” This summary of the Series D Preferred Stock does not purport to be complete in all respects. This summary is subject to and qualified in its entirety by reference to our Amended and Restated Articles of Incorporation, as amended, including the Articles of Amendment with respect to the designation of the Series D Preferred Stock.

Each holder of Series D Shares is entitled to receive cash dividends when, as and if declared out of assets legally available for payment in respect of the Series D Shares by our Board of Directors or a duly authorized committee of the Board in their sole discretion.  Dividends will be non-cumulative. If we do not declare dividends or do not pay dividends in full on the Series D Shares on any date on which dividends are due, then these undeclared and unpaid dividends will not cumulate, accrue or be payable.

The Series D Shares have a fixed liquidation preference of $1,000 per share (equivalent to $25 per depositary share). If we liquidate, dissolve or wind up our business and affairs, holders of Series D Shares will be entitled to receive, out of our assets that are available for distribution to shareholders, an amount per Series D Share equal to the liquidation preference per Share plus an amount with respect to dividends as and to the extent described below under “-Liquidation Rights.”

The Series D Shares are not convertible into, or exchangeable for, shares of our common stock or any other class or series of our stock or other securities. The Series D Shares are not subject to any sinking fund or any other obligation of us to redeem or repurchase the Series D Shares.

Ranking

The Series D Shares rank, as to the payment of dividends and the amounts to be paid upon liquidation, dissolution or winding up, senior to our common stock and any other class or series of shares ranking junior to the Series D Shares. The Series D Shares rank equally with our 6.125% Non-Cumulative Perpetual Preferred Stock, Series C, and our 5.875% Non-Cumulative Perpetual Preferred Stock, Series E, and at least equally with any other series of preferred stock ranking equal to the Series C Shares as to payment of dividends or the amounts to be paid upon liquidation, dissolution or winding up, as applicable.

During any Dividend Period (as defined below), so long as any Series D Shares remain outstanding, unless (a) the full dividends for the then-current Dividend Period on all outstanding Series D Shares have been paid, or declared and funds set aside therefor and (b) we are not in default on our obligation to redeem any Series D Shares that have been called for redemption as described below under “Redemption”:

•no dividend whatsoever shall be paid or declared on our common stock or other junior stock, other than a dividend payable solely in junior stock; and

•no common stock or other junior stock shall be purchased, redeemed or otherwise acquired for consideration by us.

On any Dividend Payment Date (as defined below) for which full dividends are not paid, or declared and funds set aside therefor, upon the Series D Shares and other equity securities designated as ranking on parity with the Series D Shares as to payment of dividends (“dividend parity stock”), all dividends paid or declared for payment on that Dividend Payment Date with respect to the Series D Shares and the dividend parity stock shall be shared:

•first ratably by the holders of any such shares, who have the right to receive dividends with respect to Dividend Periods prior to the then-current Dividend Period, in proportion to the respective amounts of the undeclared and unpaid dividends relating to prior Dividend Periods; and

•thereafter by the holders of these shares on a pro rata basis.

We have agreed, in the Articles of Amendment to our Amended and Restated Articles of Incorporation establishing the terms of the Series D Shares, not to issue preferred stock having dividend payment dates that are not also Dividend Payment Dates for the Series D Shares.

Subject to the foregoing, such dividends (payable in cash, stock or otherwise) as may be determined by our board of directors (or a duly authorized committee of the board) may be declared and paid on our common stock and any other stock ranking equally with or junior to the Series D Shares from time to time out of any funds legally available for such payment, and the Series D Shares shall not be entitled to participate in any such dividend.

Dividends

General

Dividends on the Series D Shares are not mandatory. Holders of Series D Shares, in preference to the holders of our common stock and of any other shares of our stock ranking junior to the Series D Shares as to payment of dividends, will be entitled to receive, only when, as and if declared by our board of directors or a duly authorized committee of the board, and only out of assets legally available for the payment of dividends under Wisconsin law, non-cumulative cash dividends at a rate per annum equal to 5.375%, applied to the fixed liquidation preference of $1,000 per share (equivalent to $25 per depositary share). Dividends on the Series D Shares are payable quarterly in arrears on the 15th day of March, June, September and December of each year (each, a “Dividend Payment Date”), with respect to the Dividend Period, or portion thereof, ending on the day preceding the respective Dividend Payment Date. A “Dividend Period” means each period commencing on (and including) a Dividend Payment Date and continuing to (but not including) the next succeeding Dividend Payment Date, except that the first Dividend Period for the initial issuance of Shares commenced upon (and included) the date of original issuance of the Series D Shares. If additional Series D Shares are issued at a future date, the first Dividend Period for such Series D Shares will commence upon (and include) (i) if the Series D Shares are issued on a Dividend Payment Date, the date on which the Series D Shares were issued and (ii) if the Series D Shares are not issued on a Dividend Payment Date, the most recent Dividend Payment Date preceding the date on which the Series D Shares were issued.

Dividends will be paid to holders of record on the 15th calendar date (whether or not a Business Day) before such Dividend Payment Date or such other record date not more than 60 days nor less than 10 days preceding such Dividend Payment Date and fixed for that purpose by our board of directors or a committee thereof in advance of payment of each particular dividend. The corresponding record dates for the depositary shares are the same as the record dates for the Series D Shares. As used in this section, “Business Day” means each weekday on which banking institutions in the City of New York are not authorized or obligated by law, regulation or executive order to close.

The dividend payable per Series D Share for any Dividend Period is computed on the basis of a 360-day year consisting of twelve 30-day months. If a Dividend Payment Date is not a Business Day, the applicable dividend will be paid on the first Business Day following that day without adjustment.

Dividends on shares of the Series D Preferred Stock are not cumulative and are not mandatory. If our Board of Directors (or a duly authorized committee of the Board) does not declare a dividend on the Series D Preferred Stock in respect of a Dividend Period, then no dividend will be deemed to have accrued for such Dividend Period, be payable on the related Dividend Payment Date, or accumulate, and we will have no obligation to pay any dividend accrued for such Dividend Period, whether or not our Board of Directors (or a duly authorized committee of the Board) declares a dividend on the Series D Preferred Stock or any other series of our preferred stock or on our common stock for any future Dividend Period. References to the “accrual” (or similar terms) of dividends herein refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

We are subject to various general regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums, and dividends on the Series D Shares will not be declared, paid or set aside for payment to the extent such act would cause us to fail to comply with laws or regulations applicable thereto, including applicable capital adequacy rules and regulations. The Federal Reserve Board (including any successor bank regulatory authority that may become our Appropriate Federal Banking Agency, as defined below), is authorized to determine, under certain circumstances relating to the financial condition of a bank holding company, such as us, that the payment of dividends would be an unsafe or unsound practice and to prohibit payment thereof. In addition, we are subject to Wisconsin state laws relating to the payment of dividends.

Redemption

Optional Redemption

The Series D Shares are not subject to any mandatory redemption, sinking fund or other similar provisions. However, the Series D Shares may be redeemed on or after September 15, 2021 (“Optional Redemption”). On that date or on any Dividend Payment Date thereafter, the Series D Shares may be redeemed from time to time, in whole or in part, at our option, subject to the approval of the Appropriate Federal Banking Agency, at the cash redemption price provided below. Dividends will not accrue on those Series D Shares on and after the redemption date. Neither the holders of Series D Shares nor the holders of the related depositary shares have the right to require the redemption or repurchase of the Series D Shares.  

Redemption Following a Regulatory Capital Event

We may redeem the Series D Shares at any time within 90 days following a regulatory capital treatment event, in whole but not in part, at our option, subject to the approval of the Federal Reserve or other Appropriate Federal Banking Agency, at the cash redemption price provided below (“Regulatory Event Redemption”). A “regulatory capital treatment event” means our good faith determination that, as a result of (i) any amendment to, or change in, the laws or regulations of the United States (including, for the avoidance of doubt, any agency or instrumentality of the United States, including the Federal Reserve and other federal bank regulatory agencies) or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of the Series D Shares; (ii) any proposed change in those laws or regulations that is announced after the Issue Date (the “Issue Date”); or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the Issue Date, there is more than an insubstantial risk that we will not be entitled to treat the full liquidation preference of the Series D Shares then outstanding as “Tier 1 Capital” (or its equivalent) for purposes of the capital adequacy rules or regulations of the Federal Reserve (or, as and if applicable, the capital adequacy rules or regulations of any successor Appropriate Federal Banking Agency), as then in effect and applicable, for as long as any Series D Share is outstanding. Dividends will not accrue on those Series D Shares on and after the redemption date. “Appropriate Federal Banking Agency” means the “appropriate federal banking agency” with respect to us as defined in Section (3)(q) of the Federal Deposit Insurance Act.

Redemption Price

The redemption price for any redemption of Series D Shares, whether an Optional Redemption or Regulatory Event Redemption, will be equal to $1,000 per Series D Share (equivalent to $25 per depositary share) plus (a) in the case of an Optional Redemption, the sum of any declared and unpaid dividends for any prior Dividend Periods, without accumulation of any undeclared dividends, or (b) in the case of a Regulatory Event Redemption, the sum of any declared and unpaid dividends for any prior Dividend Periods and accrued but unpaid and undeclared dividends for the then-current Dividend Period to but excluding the date of redemption. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the dividend record date for a Dividend Period will not be paid to the holder entitled to receive the redemption price on the redemption date, but rather will be paid to the holder of record of the redeemed shares on such dividend record date relating to the Dividend Payment Date.  

Redemption Procedures

If Series D Shares are to be redeemed, we will provide notice by first class mail, postage prepaid, addressed to the holders of record of the Series D Shares to be redeemed, mailed not less than 30 days and not more than 60 days before the date fixed for redemption thereof (provided, however, that if the Shares or the depositary shares representing the Series D Shares are held in book-entry form through DTC, we may give this notice in any manner permitted by DTC). Any notice mailed or otherwise given as provided in this paragraph will be conclusively presumed to have been duly given, whether or not the holder receives this notice, and failure duly to give this notice by mail or otherwise, or any defect in this notice or in the mailing or provision of this notice, to any holder of Series

D Shares designated for redemption will not affect the redemption of any other Series D Shares. Each notice of redemption will include a statement setting forth:

•the redemption date;

•the number of Series D Shares to be redeemed and, if less than all the Series D Shares held by the holder are to be redeemed, the number of Series D Shares to be redeemed from the holder;

•the redemption price; and

•the place or places where the Series D Shares are to be surrendered for payment of the redemption price.

If notice of redemption of any Series D Shares has been duly given and if the funds necessary for the redemption have been set aside by us for the benefit of the holders of any Series D Shares so called for redemption, then, on and after the redemption date, those Series D Shares will no longer be deemed outstanding and all rights of the holders of those Series D Shares (including the right to receive any dividends) will terminate, except the right to receive the redemption price.

In the case of any redemption of only part of the Series D Shares at the time outstanding, the Series D Shares to be redeemed will be selected either pro rata or by lot. Subject to the provisions described in this section, the Board of Directors will have the full power and authority to prescribe the terms and conditions upon which Series D Shares shall be redeemed from time to time.

Under the Federal Reserve’s current risk-based capital guidelines applicable to bank holding companies, any redemption of the Series D Shares is subject to prior approval by the Federal Reserve. Any redemption of the Series D Shares is subject to our receipt of any required prior approval by the Federal Reserve and to the satisfaction of any conditions set forth in the capital rules or regulations of the Federal Reserve applicable to the redemption of the Series D Shares.

Neither the holders of the Series D Shares nor the holders of the related depositary shares have the right to require the redemption or repurchase of the Series D Shares.

Liquidation Rights

In the event that we liquidate, dissolve or wind up our business and affairs, either voluntarily or involuntarily, holders of Series D Shares will be entitled to receive an amount per Share (the “Series D Total Liquidation Amount”) equal to the fixed liquidation preference of $1,000 per Series D Share (equivalent to $25 per depositary share) plus, the sum of any declared and unpaid dividends for Dividend Periods prior to the dividend period in which the liquidation distribution is made and declared and, if applicable, a pro rata portion of any declared and unpaid dividends for the then-current Dividend Period in which the liquidation distribution is made to the date of such liquidation distribution. Holders of the Series D Shares will be entitled to receive the Series D Total Liquidation Amount out of our assets that are available for distribution to shareholders, after payment or provision for payment of our debts and other liabilities but before any distribution of assets is made to holders of our common stock or any other class or series of shares ranking junior to the Series D Shares with respect to that distribution.  

If our assets are not sufficient to pay the Series D Total Liquidation Amount in full to all holders of Series D Shares and all holders of any shares of our stock having the same rank as the Series D Shares with respect to any such distribution, the amounts paid to the holders of Series D Shares and such other shares will be paid pro rata in accordance with the respective Series D Total Liquidation Amount to which those holders are entitled. If the Series D Total Liquidation Amount per Series D Share has been paid in full to all holders of Shares and the liquidation preference of any other shares having the same rank as the Series D Shares has been paid in full, the holders of our common stock or any other shares ranking, as to such distribution, junior to the Series D Shares will be entitled to receive all of our remaining assets according to their respective rights and preferences.

For purposes of the liquidation rights, neither the sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of our property and assets, nor the consolidation or merger by us with or into any other entity or by another entity with or into us will constitute a liquidation, dissolution or winding up of our business or affairs.

Because we are a holding company, our rights and the rights of our creditors and our shareholders, including the holders of the Series D Shares, to participate in the assets of any of our subsidiaries upon that subsidiary’s liquidation or recapitalization may be subject to the prior claims of that subsidiary’s creditors, except to the extent that we are a creditor with recognized claims against the subsidiary.  

Voting Rights

The holders of Series D Shares will not have any voting rights and will not be entitled to elect any directors, except as indicated below or otherwise specifically required by law. Each holder of Series D Shares will have one vote per Series D Share (or one vote per 40 depositary shares) on any matter on which holders of Series D Shares are entitled to vote, including any action by written consent.

Under regulations adopted by the Federal Reserve, if the holders of shares of any series of our preferred stock, including the Series D Preferred Stock, become entitled to vote for the election of directors, such series may then be deemed a “class of voting securities” and a holder of 25% or more of such series (or a holder of 5% or more if the holder otherwise exercises a “controlling influence”) may then be subject to regulation as a bank holding company in accordance with the Bank Holding Company Act. In addition, at such time as such series is deemed a class of voting securities, (i) any other bank holding company may be required to obtain the approval of the Federal Reserve to acquire or retain 5% or more of such series, and (ii) any person other than a bank holding company may be required to file with the Federal Reserve under the Change in Bank Control Act, a federal law, to acquire or retain 10% or more of such series.

Right to Elect Two Directors upon Non-Payment of Dividends

If and whenever the dividends on the Series D Shares and any other class or series of our stock that ranks on parity with Series D Shares as to payment of dividends and that has voting rights equivalent to those described in this paragraph (“voting parity stock”) have not been declared and paid (i) in the case of the Series D Shares and any voting parity stock bearing non-cumulative dividends, in full for at least six quarterly dividend periods or their equivalent (whether or not consecutive) or (ii)  in an aggregate amount equal to full dividends for at least six quarterly dividend periods or their equivalent (whether or not consecutive), the authorized number of our directors then constituting our Board of Directors will automatically be increased by two. Holders of Series D Shares, together with the holders of all other affected classes and series of voting parity stock, voting as a single class, will be entitled to elect the two additional members of our Board of Directors (the “Preferred Stock Directors”) at any annual meeting of shareholders or any special meeting of the holders of Series D Shares and any voting parity stock for which dividends have not been paid, called as provided below, but only if the election of any Preferred Stock Directors would not cause us to violate the corporate governance requirement of the New York Stock Exchange (or any other exchange on which our securities may be listed) that listed companies must have a majority of independent directors. In addition, our Board of Directors shall at no time have more than two Preferred Stock Directors.

At any time after this voting power has vested as described above, our Secretary may, and upon the written request of holders of record of at least 20% of the outstanding Series D Shares and voting parity stock (addressed to the Secretary at our principal office) must, call a special meeting of the holders of Series D Shares and voting parity stock for the election of the Preferred Stock Directors. Notice for a special meeting will be given in a similar manner to that provided in our by-laws for a special meeting of the shareholders, which we will provide upon request, or as required by law. If our Secretary is required to call a meeting but does not do so within 20 days after receipt of any such request, then any holder of Series D Shares may (at our expense) call such meeting, upon notice as provided in this section, and for that purpose will have access to our stock books.

The Preferred Stock Directors elected at any such special meeting will hold office until the next annual meeting of our shareholders unless they have been previously terminated as described below. In case any vacancy occurs among the Preferred Stock Directors, a successor will be elected by our board of directors to serve until the next annual meeting of the shareholders upon the nomination of the then remaining Preferred Stock Director or, if no Preferred Stock Director remains in office, by the vote of the holders of record of a majority of the outstanding

Series D Shares and voting parity stock, voting as a single class. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

Whenever full dividends have been paid on the Series D Shares and any non-cumulative voting parity stock for at least one year and all dividends on any cumulative voting parity stock have been paid in full then the right of the holders of Series D Shares to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of these voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods), the terms of office of all Preferred Stock Directors will immediately terminate and the number of directors constituting our Board of Directors will be reduced accordingly.

Other Voting Rights

So long as any Series D Shares remain outstanding, the affirmative vote of the holders of at least two-thirds of the Series D Shares outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), will be required to:

•authorize or create, or increase the authorized or issued amount of, any class or series of capital stock ranking senior to the Series D Shares with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, or reclassify any authorized shares of capital stock into Series D Shares; or

•amend, alter or repeal the provisions of our Amended and Restated Articles of Incorporation, whether by merger, consolidation or otherwise, so as to materially and adversely affect any right, preference, privilege or voting power of the Series D Shares or the holders thereof;

provided, however, that with respect to the occurrence of any event set forth in the second bullet point above, so long as any Series D Shares remain outstanding with the terms thereof materially unchanged or new shares of the surviving corporation or entity are issued with the same terms as the Series D Shares, in each case taking into account that upon the occurrence of this event we may not be the surviving entity, the occurrence of any such event shall not be deemed to materially and adversely affect any right, preference, privilege or voting power of the Series D Shares or the holders thereof, and provided, further, that any increase in the amount of our authorized common stock or preferred stock or the creation or issuance of any other series of common stock or other equity securities ranking on a parity with or junior to the Series D Shares with respect to payment of dividends (whether such dividends are cumulative or non-cumulative) or the distribution of assets upon liquidation, dissolution or winding up and any change to the number of directors or number of classes of directors shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Under Wisconsin law, the vote of the holders of a majority of the outstanding Series D Shares, voting as a separate voting group, is required for:

•certain amendments to our Amended and Restated Articles of Incorporation impacting the Series D Shares;

•the approval of any dividend payable in Series D Shares to holders of shares of another class or series of our stock;

•the approval of any proposed share exchange that includes Series D Shares; or

•the approval of any plan of merger if the plan of merger contains a provision that, if contained in a proposed amendment to our Amended and Restated Articles of Incorporation, would require action on the proposed amendment.

Further, in the case of any merger where we are the surviving corporation, the right of holders of the Series D Shares to vote separately as a group on a plan of merger does not apply if:

•the articles of incorporation of the surviving corporation will not differ, with certain exceptions, from our articles of incorporation in effect prior to the merger;

•each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitation, and relative rights, immediately after the merger; and

•the number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights or warrants issued pursuant to the merger, will not exceed by more than 20% the total number of voting shares of the surviving corporation outstanding immediately after the merger.

The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which the vote would otherwise be required, all outstanding Series D Shares shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been set aside by us for the benefit of the holders of Series D Shares to effect the redemption.

Depositary, Transfer Agent, Registrar and Paying Agent

Equiniti Trust Company is the depositary, transfer agent, registrar and paying agent for the Series D Shares.

5.875% Non-Cumulative Perpetual Preferred Stock, Series E

As of December 31, 2019, there were 100,000 shares of our 5.875% Non-Cumulative Perpetual Preferred Stock, Series E, par value of $1.00 per share, with a liquidation preference of $1,000 per share (the “Series E Preferred Stock” or the “Series E Shares”) issued and outstanding. The depositary is the sole holder of the Series E Preferred Stock, as described under “Depositary Shares Representing the Series C, Series D, and Series E Shares” below, and all references to the holders of the Series E Shares shall mean the depositary.  However, the holders of the depositary shares representing the Series E Shares are entitled, through the depositary, to exercise the rights and preferences of the holders of the Series E Shares, as described under “Depositary Shares Representing the Series C, Series D, and Series E Shares.” This summary of the Series E Preferred Stock does not purport to be complete in all respects. This summary is subject to and qualified in its entirety by reference to our Amended and Restated Articles of Incorporation, as amended, including the Articles of Amendment with respect to the designation of the Series E Preferred Stock.

Each holder of Series E Shares is entitled to receive cash dividends when, as and if declared out of assets legally available for payment in respect of the Series E Shares by our Board of Directors or a duly authorized committee of the Board in their sole discretion.  Dividends will be non-cumulative. If we do not declare dividends or do not pay dividends in full on the Series E Shares on any date on which dividends are due, then these undeclared and unpaid dividends will not cumulate, accrue or be payable.

The Series E Shares have a fixed liquidation preference of $1,000 per share (equivalent to $25 per depositary share). If we liquidate, dissolve or wind up our business and affairs, holders of Series E Shares will be entitled to receive, out of our assets that are available for distribution to shareholders, an amount per Series E Share equal to the liquidation preference per Share plus an amount with respect to dividends as and to the extent described below under “-Liquidation Rights.”

The Series E Shares are not convertible into, or exchangeable for, shares of our common stock or any other class or series of our stock or other securities. The Series E Shares are not subject to any sinking fund or any other obligation of us to redeem or repurchase the Series E Shares.

Ranking

The Series E Shares rank, as to the payment of dividends and the amounts to be paid upon liquidation, dissolution or winding up, senior to our common stock and any other class or series of shares ranking junior to the Series E Shares. The Series E Shares rank equally with our 6.125% Non-Cumulative Perpetual Preferred Stock, Series C and 5.3.375% Non-Cumulative Perpetual Preferred Stock, Series D, and at least equally with any other series of preferred stock ranking equal to the Series C Shares as to payment of dividends or the amounts to be paid upon liquidation, dissolution or winding up, as applicable.

During any Dividend Period (as defined below), so long as any Series E Shares remain outstanding, unless (a) the full dividends for the then-current Dividend Period on all outstanding Shares have been paid, or declared and

funds set aside therefor and (b) we are not in default on our obligation to redeem any Series E Shares that have been called for redemption as described below under “-Redemption”:

•no dividend whatsoever may be paid or declared on our common stock or other junior stock, other than a dividend payable solely in junior stock; and no common stock or other junior stock may be purchased, redeemed or otherwise acquired for consideration by us.

On any Dividend Payment Date (as defined below) for which full dividends are not paid, or declared and funds set aside therefor, upon the Series E Shares and other equity securities designated as ranking on parity with the Series E Shares as to payment of dividends (“dividend parity stock”), all dividends paid or declared for payment on that Dividend Payment Date with respect to the Shares and the dividend parity stock shall be shared:

•first, ratably by the holders of any such shares, if any, who have the right to receive dividends with respect to Dividend Periods prior to the then-current Dividend Period, in proportion to the respective amounts of the declared and unpaid dividends and the undeclared and unpaid dividends relating to prior Dividend Periods; and

•thereafter by the holders of the Series E Shares and dividend parity stock on a pro rata basis.

We have agreed, in the articles of amendment to our amended and restated articles of incorporation establishing the terms of the Series E Shares, not to issue preferred stock having dividend payment dates that are not also Dividend Payment Dates for the Series E Shares.

Subject to the foregoing, such dividends (payable in cash, stock or otherwise) as may be determined by our board of directors (or a duly authorized committee of the board) may be declared and paid on our common stock and any other stock ranking equally with or junior to the Series E Shares from time to time out of any funds legally available for such payment, and the Series E Shares shall not be entitled to participate in any such dividend.

Dividends

General

Dividends on the Series E Shares are not mandatory. Holders of Series E Shares, in preference to the holders of our common stock and of any other shares of our stock ranking junior to the Series E Shares as to payment of dividends, will be entitled to receive, only when, as and if declared by our board of directors or a duly authorized committee of the board, and only out of assets legally available for the payment of dividends under Wisconsin law, non-cumulative cash dividends at a rate per annum equal to 5.875%, applied to the stated liquidation preference of $1,000 per share (equivalent to $25 per depositary share). Dividends on the Series E Shares are payable quarterly in arrears on the 15th day of March, June, September and December of each year, (each, a “Dividend Payment Date”), with respect to the Dividend Period, or portion thereof, ending on the day preceding the respective Dividend Payment Date. A “Dividend Period” means each period commencing on (and including) a Dividend Payment Date and continuing to (but not including) the next succeeding Dividend Payment Date, except that the first Dividend Period for the initial issuance of Series E Shares commenced upon (and included) the date of original issuance of the Series E Shares. If additional Series E Shares are issued at a future date, the first Dividend Period for such Shares will commence upon (and include) (i) the date of issue, if issued on a Dividend Payment Date, or (ii) otherwise, the most recent Dividend Payment Date preceding the date of issue of such share.

Dividends will be paid to holders of record on the 15th calendar date (whether or not a Business Day) before such Dividend Payment Date or such other record date not more than 60 days nor less than 10 days preceding such Dividend Payment Date and fixed for that purpose by our board of directors or a committee thereof in advance of payment of each particular dividend. The corresponding record dates for the depositary shares are the same as the record dates for the Series E Shares. As used in this section, “Business Day” means each weekday on which banking institutions in the City of New York are not authorized or obligated by law, regulation or executive order to close.

The dividend payable per Series E Share for any Dividend Period is computed on the basis of a 360-day year consisting of twelve 30-day months. If a Dividend Payment Date is not a Business Day, the applicable dividend will be paid on the first Business Day following that day without adjustment.

Dividends on shares of the Series E Preferred Stock are not cumulative and are not be mandatory. If our board of directors (or a duly authorized committee of the board) does not declare a dividend on the Series E Preferred Stock in respect of a Dividend Period, then no dividend will be deemed to have accrued for such Dividend Period, be payable on the related Dividend Payment Date, or accumulate, and we will have no obligation to pay any dividend accrued for such Dividend Period, whether or not our board of directors (or a duly authorized committee of the board) declares a dividend on the Series E Preferred Stock or any other series of our preferred stock or on our common stock for any future Dividend Period. References to the “accrual” (or similar terms) of dividends herein refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

We are subject to various general regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums, and dividends on the Series E Shares will not be declared, paid or set aside for payment to the extent such act would cause us to fail to comply with laws or regulations applicable thereto, including applicable capital adequacy rules and regulations. The Federal Reserve (including any successor bank regulatory authority that may become our Appropriate Federal Banking Agency), as defined below, is authorized to determine, under certain circumstances relating to the financial condition of a bank holding company, such as us, that the payment of dividends would be an unsafe or unsound practice and to prohibit payment thereof. In addition, we are subject to Wisconsin state laws relating to the payment of dividends.

Redemption

Optional Redemption

The Series E Shares are not subject to any mandatory redemption, sinking fund or other similar provisions. However, the Series E Shares may be redeemed on or after December 15, 2023 (“Optional Redemption”). On that date or on any Dividend Payment Date thereafter, the Series E Shares may be redeemed from time to time, in whole or in part, at our option, subject to the approval of the Appropriate Federal Banking Agency, at the cash redemption price provided below. Dividends will not accrue on those Series E Shares on and after the redemption date. Neither the holders of Series E Shares nor the holders of the related depositary shares have the right to require the redemption or repurchase of the Series E Shares.

Redemption Following a Regulatory Capital Event

We may redeem the Series E Shares at any time within 90 days following a regulatory capital treatment event, in whole but not in part, at our option, subject to the approval of the Federal Reserve or other Appropriate Federal Banking Agency, at the cash redemption price provided below (“Regulatory Event Redemption”). A “regulatory capital treatment event” means our good faith determination that, as a result of (i) any amendment to, or change in, the laws or regulations of the United States (including, for the avoidance of doubt, any agency or instrumentality of the United States, including the Federal Reserve and other federal bank regulatory agencies) or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of the Series E Shares (the “Issue Date”); (ii) any proposed change in those laws or regulations that is announced after the Issue Date; or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the Issue Date, there is more than an insubstantial risk that we will not be entitled to treat the stated liquidation preference value of the Series E Shares then outstanding as “Tier 1 Capital” (or its equivalent) for purposes of the capital adequacy rules or regulations of the Federal Reserve (or, as and if applicable, the capital adequacy rules or regulations of any successor Appropriate Federal Banking Agency), as then in effect and applicable, for as long as any Series E Shares is outstanding. Dividends will not accrue on those Series E Shares on and after the redemption date. “Appropriate Federal Banking Agency” means the “appropriate federal banking agency” with respect to us as defined in Section (3)(q) of the Federal Deposit Insurance Act.

Redemption Price

The redemption price for any redemption of Series E Shares, whether an Optional Redemption or Regulatory Event Redemption, will be equal to $1,000 per Series E Share (equivalent to $25 per depositary share)

plus (a) in the case of an Optional Redemption, the sum of any declared and unpaid dividends for any prior Dividend Periods to the redemption date, without accumulation of any undeclared dividends, or (b) in the case of a Regulatory Event Redemption, the sum of any declared and unpaid dividends for any prior Dividend Periods and accrued but unpaid and undeclared dividends for the then-current Dividend Period to but excluding the date of redemption. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the dividend record date for a Dividend Period will not be paid to the holder entitled to receive the redemption price on the redemption date, but rather will be paid to the holder of record of the redeemed shares on such dividend record date relating to the Dividend Payment Date.

Redemption Procedures

If Series E Shares are to be redeemed, we will provide notice by first class mail, postage prepaid, addressed to the holders of record of the Series E Shares to be redeemed, mailed not less than 30 days and not more than 60 days before the date fixed for redemption thereof (provided, however, that if the Series E Shares or the depositary shares representing the Series E Shares are held in book-entry form through The Depository Trust Company, or “DTC,” we may give this notice in any manner permitted by DTC). Any notice mailed or otherwise given as provided in this paragraph will be conclusively presumed to have been duly given, whether or not the holder receives this notice, and failure duly to give this notice by mail or otherwise, or any defect in this notice or in the mailing or provision of this notice, to any holder of Series E Shares designated for redemption will not affect the redemption of any other Series E Shares. Each notice of redemption will include a statement setting forth:

•the redemption date;

•the number of Series E Shares to be redeemed and, if less than all the Series E Shares held by the holder are to be redeemed, the number of Series E Shares to be redeemed from the holder;

•the redemption price; and

•the place or places where the Series E Shares are to be surrendered for payment of the redemption price.

If notice of redemption of any Series E Shares has been duly given and if the funds necessary for the redemption have been set aside by us for the benefit of the holders of any Series E Shares so called for redemption, then, on and after the redemption date, those Series E Shares will no longer be deemed outstanding and all rights of the holders of those Series E Shares (including the right to receive any dividends) will terminate, except the right to receive the redemption price.

In the case of any redemption of only part of the Series E Shares at the time outstanding, the Series E Shares to be redeemed will be selected either pro rata or by lot. Subject to the provisions described in this section, the board of directors will have the full power and authority to prescribe the terms and conditions upon which Series E Shares shall be redeemed from time to time.

Under the Federal Reserve’s current risk-based capital rules applicable to bank holding companies, any redemption of the Series E Shares is subject to prior approval by the Federal Reserve. See Any redemption of the Series E Shares is subject to our receipt of any required prior approval by the Federal Reserve and to the satisfaction of any conditions set forth in the capital rules or regulations of the Federal Reserve applicable to the redemption of the Series E Shares.

Neither the holders of the Series E Shares nor the holders of the related depositary shares have the right to require the redemption or repurchase of the Series E Shares.

Liquidation Rights

In the event that we liquidate, dissolve or wind up our business and affairs, either voluntarily or involuntarily, holders of Series E Shares will be entitled to receive an amount per Share (the “Series E Total Liquidation Amount”) equal to a stated amount of $1,000 per Series E Share (equivalent to $25 per depositary share) plus (i) the sum of any declared and unpaid dividends for Dividend Periods prior to the dividend period in which the liquidation distribution is made and declared and, (ii) if applicable, a portion of any declared and unpaid dividends for the then-current Dividend Period in which the liquidation distribution is made, pro-rated for the number of days in such Dividend Period prior to the date of such liquidation distribution. Holders of the Series E

Shares will be entitled to receive the Series E Total Liquidation Amount out of our assets that are available for distribution to shareholders, after payment or provision for payment of our debts and other liabilities but before any distribution of assets is made to holders of our common stock or any other class or series of shares ranking junior to the Series E Shares with respect to that distribution.

If our assets are not sufficient to pay the Series E Total Liquidation Amount in full to all holders of Series E Shares and all holders of any shares of our stock having the same rank as the Series E Shares with respect to any such distribution, the amounts paid to the holders of Shares and such other shares will be paid pro rata in accordance with the respective Series E Total Liquidation Amount to which those holders are entitled. If the Series E Total Liquidation Amount per Series E Share has been paid in full to all holders of Series E Shares and the liquidation preference of any other shares having the same rank as the Series E Shares has been paid in full, the holders of our common stock or any other shares ranking, as to such distribution, junior to the Series E Shares will be entitled to receive all of our remaining assets according to their respective rights and preferences.

For purposes of the liquidation rights, neither the sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of our property and assets, nor the consolidation or merger by us with or into any other entity or by another entity with or into us will constitute a liquidation, dissolution or winding up of our business or affairs.

Because we are a holding company, our rights and the rights of our creditors and our shareholders, including the holders of the Series E Shares, to participate in the assets of any of our subsidiaries upon that subsidiary’s liquidation or recapitalization may be subject to the prior claims of that subsidiary’s creditors, except to the extent that we are a creditor with recognized claims against the subsidiary.

Voting Rights

The holders of Series E Shares will not have any voting rights and will not be entitled to elect any directors, except as indicated below or otherwise specifically required by law. Each holder of Series E Shares will have one vote per Series E Share (or one vote per 40 depositary shares) on any matter on which holders of Series E Shares are entitled to vote, including any action by written consent.

Under regulations adopted by the Federal Reserve, if the holders of shares of any series of our preferred stock, including the Series E Shares, become entitled to vote for the election of directors, such series may then be deemed a “class of voting securities” and a holder of 25% or more of such series (or a holder of 5% or more if the holder otherwise exercises a “controlling influence”) may then be subject to regulation as a bank holding company in accordance with the Bank Holding Company Act. In addition, at such time as such series is deemed a class of voting securities, (i) any other bank holding company may be required to obtain the approval of the Federal Reserve to acquire or retain 5% or more of such series, and (ii) any person other than a bank holding company may be required to file with the Federal Reserve under the Change in Bank Control Act, a federal law, to acquire or retain 10% or more of such series.

Right to Elect Two Directors Upon Non-Payment of Dividends

If and whenever the dividends on the Series E Shares and any other class or series of our stock that ranks on parity with Series E Shares as to payment of dividends and that has voting rights equivalent to those described in this paragraph (“voting parity stock”) have not been declared and paid (i) in the case of the Shares and any voting parity stock bearing non-cumulative dividends, in full for at least six quarterly dividend periods or their equivalent (whether or not consecutive) or (ii) in the case of voting parity stock bearing cumulative dividends, in an aggregate amount equal to full dividends for at least six quarterly dividend periods or their equivalent (whether or not consecutive), the authorized number of our directors then constituting our board of directors will automatically be increased by two. Holders of Series E Shares, together with the holders of all other affected classes and series of voting parity stock, voting as a single class, will be entitled to elect the two additional members of our board of directors (the “Preferred Stock Directors”) at any annual meeting of shareholders or any special meeting of the holders of Series E Shares and any voting parity stock for which dividends have not been paid, called as provided below, but only if the election of any Preferred Stock Directors would not cause us to violate the corporate governance requirement of the New York Stock Exchange (or any other exchange on which our securities may be

listed) that listed companies must have a majority of independent directors. In addition, our board of directors shall at no time have more than two Preferred Stock Directors.

At any time after this voting power has vested as described above, our Secretary may, and upon the written request of holders of record of at least 20% of the outstanding Series E Shares and voting parity stock (addressed to the Secretary at our principal office) must, call a special meeting of the holders of Series E Shares and voting parity stock for the election of the Preferred Stock Directors. Notice for a special meeting will be given in a similar manner to that provided in our by-laws for a special meeting of the shareholders, which we will provide upon request, or as required by law. If our Secretary is required to call a meeting but does not do so within 20 days after receipt of any such request, then any holder of Series E Shares may (at our expense) call such meeting, upon notice as provided in this section, and for that purpose will have access to our stock books.

The Preferred Stock Directors elected at any such special meeting will hold office until the next annual meeting of our shareholders unless they have been previously terminated as described below. In case any vacancy occurs among the Preferred Stock Directors, a successor will be elected by our board of directors to serve until the next annual meeting of the shareholders upon the nomination of the then remaining Preferred Stock Director or, if no Preferred Stock Director remains in office, by the vote of the holders of record of a majority of the outstanding Series E Shares and voting parity stock, voting as a single class. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

Whenever full dividends have been paid on the Series E Shares and any non-cumulative voting parity stock for at least one year and all dividends on any cumulative voting parity stock have been paid in full, then the right of the holders of Series E Shares to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of these voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods), the terms of office of all Preferred Stock Directors will immediately terminate and the number of directors constituting our board of directors will be reduced accordingly.

Other Voting Rights

So long as any Series E Shares remain outstanding, the affirmative vote of the holders of at least two-thirds of the Series E Shares outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), will be required to:

•authorize or create, or increase the authorized or issued amount of, any class or series of capital stock ranking senior to the Series E Shares with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, or reclassify any authorized shares of capital stock into Series E Shares; or

•amend, alter or repeal the provisions of our amended and restated articles of incorporation, whether by merger, consolidation or otherwise, so as to materially and adversely affect any right, preference, privilege or voting power of the Series E Shares or the holders thereof;

provided, however, that with respect to the occurrence of any event set forth in the second bullet point above, so long as any Series E Shares remain outstanding with the terms thereof materially unchanged or new shares of the surviving corporation or entity are issued with the same terms as the Series E Shares, in each case taking into account that upon the occurrence of this event we may not be the surviving entity, the occurrence of any such event shall not be deemed to materially and adversely affect any right, preference, privilege or voting power of the Series E Shares or the holders thereof, and provided, further, that any increase in the amount of our authorized common stock or preferred stock or the creation or issuance of any other series of common stock or other equity securities ranking on a parity with or junior to the Series E Shares with respect to payment of dividends (whether such dividends are cumulative or non-cumulative) or the distribution of assets upon liquidation, dissolution or winding up and any change to the number of directors or number of classes of directors shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

Under the Wisconsin Business Corporation Law, the vote of the holders of a majority of the outstanding Series E Shares, voting as a separate voting group, is required for:

•certain amendments to the articles of incorporation impacting the Series E Shares;

•the approval of any dividend payable in Series E Shares to holders of shares of another class or series of our stock;

•the approval of any proposed share exchange that includes Series E Shares; or

•the approval of any plan of merger if the plan of merger contains a provision that, if contained in a proposed amendment to the articles of incorporation, would require shareholder action on the proposed amendment.

Further, in the case of any merger where we are the surviving corporation, the right of holders of the Series E Shares to vote separately as a group on a plan of merger does not apply if:

•the articles of incorporation of the surviving corporation will not differ, with certain exceptions, from our articles of incorporation as in effect prior to the merger;

•each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitation, and relative rights, immediately after the merger; and

•the number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights or warrants issued pursuant to the merger, will not exceed by more than 20% the total number of voting shares of the surviving corporation outstanding immediately after the merger.

The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which the vote would otherwise be required, all outstanding Series E Shares shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been set aside by us for the benefit of the holders of Series E Shares to effect the redemption.

Depositary, Transfer Agent, Registrar and Paying Agent

Equiniti Trust Company will act as depositary, transfer agent, registrar and paying agent for the Series E Shares.

Description of Depositary Shares

This section describes the general terms and provisions of the depositary shares, which are registered pursuant to Section 12(b) of the Exchange Act. The following summary is not complete. You should read the forms of deposit agreement and depositary receipt relating to a series of preferred stock for additional information.

Depositary Shares Representing the Series C, Series D, and Series E Shares

As of December 31,2019, there were 2,600,000 depositary shares outstanding, each representing a 1/40th ownership interest in a Series C Share, issued and outstanding, and 3,978,320 depositary shares outstanding, each representing a 1/40th ownership interest in a Series D Share, issued and outstanding, 4,000,000 depositary shares outstanding, each representing a 1/40th ownership interest in a Series E Share, issued and outstanding. We deposited the underlying Series C Shares and Series D Shares with a depositary, in each case pursuant to a deposit agreement among us, Wells Fargo Bank, N.A. (n/k/a Equiniti Trust Company), acting as depositary, and the holders from time to time of the depositary receipts evidencing the respective depositary shares. We deposited the underlying Series E Shares with a depositary, pursuant to a deposit agreement among us, Equiniti Trust Company, acting as depositary, and the holders from time to time of the depositary receipts evidencing the respective depositary shares.

Subject to the terms of the respective deposit agreements, each holder of a depositary share is entitled, through the depositary, in proportion to the applicable fraction of a Series C Share, Series D Share, or Series E share, as the case may be, represented by that depositary share, to all the rights and preferences of the Series C Shares, Series D Shares, or Series E Shares, represented thereby (including dividend, voting, redemption and liquidation rights). This description is subject to and qualified in its entirety by reference to our Amended and Restated Articles of Incorporation, including our Articles of Amendment with respect to the Series C Shares, the Series D Shares, and Series E Shares, which have been filed as exhibits to our SEC filings.

Dividends and Other Distributions

The depositary will distribute all cash dividends or other cash distributions received with respect to the preferred stock to the record holders of depositary shares representing the shares of preferred stock. These distributions will be in proportion to the number of depositary shares owned by the holders on the relevant record date. The depositary will not distribute amounts less than one cent. The depositary will distribute any balance with the next sum received for distribution to record holders of depositary shares.

If there is a distribution other than in cash, the depositary will distribute property to the holders of depositary shares, unless the depositary determines that it is not feasible to make the distribution. If this occurs, the depositary may, with our approval, sell the property and distribute the net proceeds from the sale to the holders of depositary shares.

Redemption of Depositary Shares

If the series of the preferred stock underlying the depositary shares is subject to redemption, all or a part of the depositary shares will be redeemed from the redemption proceeds of that series of the preferred stock held by the depositary. The depositary will mail notice of redemption between 30 to 60 days prior to the date fixed for redemption to the record holders of the depositary shares to be redeemed at their addresses appearing in the depositary’s records. The redemption price per depositary share will bear the same relationship to the redemption price per share of preferred stock that the depositary share bears to the underlying preferred stock. Whenever we redeem preferred stock held by the depositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing the preferred stock redeemed. If less than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as determined by the depositary.

After the date fixed for redemption, the depositary shares called for redemption will no longer be outstanding. When the depositary shares are no longer outstanding, all rights of the holders will cease, except the right to receive money or other property that the holders of the depositary shares were entitled to receive upon the redemption. Payments will be made when holders surrender their depositary receipts to the depositary.

Voting Preferred Stock

When the depositary receives notice of any meeting at which the holders of the preferred stock may vote, the depositary will mail information about the meeting contained in the notice, and any accompanying proxy materials, to the record holders of the depositary shares relating to the preferred stock. Each record holder of such depositary shares on the record date, which will be the same date as the record date for the preferred stock, will be entitled to instruct the depositary with regard to how the preferred stock underlying the holder’s depositary shares should be voted.

The depositary will try, if practical, to vote the number of shares of preferred stock underlying the depositary shares according to the instructions received. We will agree to take all action requested by and deemed necessary by the depositary to enable the depositary to vote the preferred stock in that manner. The depositary will not vote any preferred stock for which it does not receive specific instructions from the holders of the depositary shares relating to such preferred stock, unless otherwise indicated in the applicable prospectus supplement.

Amendment and Termination of the Deposit Agreement

The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may be amended by agreement between us and the depositary at any time. Any amendment that materially and adversely alters the rights of the existing holders of depositary shares, however, will be effective only if approved by the record holders of at least a majority of the depositary shares then outstanding. A deposit agreement may be terminated by us or the depositary only if:

•all outstanding depositary shares relating to the deposit agreement have been redeemed or reacquired by us;

•all preferred stock of the relevant series has been withdrawn; or

•there has been a final distribution on the preferred stock of the relevant series in connection with our liquidation, dissolution, or winding-up of our business and the distribution has been distributed to the holders of the related depositary shares.

Charges of Depositary

We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay associated charges of the depositary for the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary shares will pay transfer and other taxes and governmental charges and any other charges that are stated to be their responsibility under the deposit agreement.

Miscellaneous

We will forward to the depositary, for distribution to the holders of depositary shares, all reports and communications that we must furnish to the holders of the preferred stock.

If the depositary is prevented or delayed by law or any circumstance beyond its control in performing its obligations under the deposit agreement, neither the depositary nor we will be liable. Our obligations and the depositary’s obligations under the deposit agreement will be limited to performance in good faith of duties set forth in the deposit agreement. Neither the depositary nor we will be obligated to prosecute or defend any legal proceeding connected with any depositary shares or preferred stock unless satisfactory indemnity is furnished to us and/or the depositary. We and the depositary may rely upon documents believed to be genuine, written advice of counsel or accountants, or information provided by persons presenting preferred stock for deposit, holders of depositary shares or other persons believed to be competent.

Resignation and Removal of Depositary

The depositary may resign at any time by delivering notice to us. We may also remove the depositary at any time. Resignations or removals will take effect when a successor depositary is appointed and it accepts the appointment. The successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the U.S., and it must have a combined capital and surplus of at least $50 million.

EX-21

Exhibit 21

Subsidiaries of the Parent Company

As of December 31, 2019

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 Wisconsin:

ACD Germania, LLC

Associated Community Development, LLC

Associated Financial Group, LLC

Associated Investments Inc.

Associated Investment Services, Inc.

Associated Wisconsin Real Estate Corp.

Kellogg Asset Management, LLC

Milwaukee Center Management, LLC

The following nonbank subsidiaries are organized under the laws of the State of Illinois:

Associated Acquisition Corp.

Whitnell & Co.

The following nonbank subsidiaries are organized under the laws of the State of Michigan:

GL-Mercantile Milwaukee, LLC

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Associated Banc-Corp:

We consent to the incorporation by reference in the registration statement (Nos. 2-77435, 2-99096, 33-16952, 33-24822, 33-35560, 33-54658, 33-63545, 33-67436, 33-86790, 333-46467, 333-74307, 333-121012, 333-121011, 333-121010, 333-120711, 333-120713, 333-120714, 333-120710, 333-166392, 333-188233, 333-208104, 333-217689, and 333-223099) on Form S-8, (Nos. 2-98922, 33-28081, 33-63557, 33-67434, 333-202836, 333-208103 and 333-224096) on Form S-3 and (Nos. 333-195049 and 333-220067) on Form S-4 of Associated Banc-Corp of our reports dated February 11, 2020, with respect to the consolidated balance sheets of Associated Banc-Corp as of December 31, 2019 and 2018, 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, 2019, and the related notes (collectively, the “consolidated financial statements”), and the effectiveness of internal control over financial reporting as of December 31, 2019, which reports appear in the December 31, 2019 annual report on Form 10-K of Associated Banc-Corp.

/s/ KPMG LLP

Chicago, Illinois

February 11, 2020

EX-24

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 Nadia Musallam, 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, 2019, 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 4^th day of February, 2020.

/s/ John F. Bergstrom/s/ Robert A. Jeffe

John F. Bergstrom     Robert A. Jeffe 

/s/ Michael T. Crowley, Jr./s/ Eileen A. Kamerick

Michael T. Crowley, Jr.     Eileen A. Kamerick

/s/ Philip B. Flynn/s/ Gale E. Klappa

Philip B. Flynn      Gale E. Klappa 

/s/ R. Jay Gerken/s/ Richard T. Lommen

R. Jay Gerken       Richard T. Lommen

/s/ Judith P. Greffin/s/ Cory L. Nettles

Judith P. Greffin      Cory L. Nettles

/s/ Michael J. Haddad

Michael J. Haddad     Karen T. van Lith

/s/ William R. Hutchinson /s/ John (Jay) B. Williams

William R. Hutchinson     John (Jay) B. Williams

EX-31.1

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 11, 2020	/s/ Philip B. Flynn
	Philip B. Flynn
	President and Chief Executive Officer

EX-31.2

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 11, 2020	/s/ Christopher J. Del Moral-Niles
	Christopher J. Del Moral-Niles
	Chief Financial Officer

EX-32

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 quarter ended December 31, 2019 (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 11, 2020

/s/ Christopher J. Del Moral-Niles

Christopher J. Del Moral-Niles

Chief Financial Officer

February 11, 2020

XML

Retirement Plans (Tables)

12 Months Ended

Dec. 31, 2019

Defined Benefit Plan [Abstract]

Change in Benefit Obligation

The funded status and amounts recognized in the 2019 and 2018 consolidated balance sheets, as measured on December 31, 2019 and 2018, respectively, for the RAP and Postretirement Plan were as follows:

	RAP		Postretirement Plan		RAP		Bank Mutual Pension		Postretirement Plan
($ in Thousands)	2019		2019		2018		2018		2018
Change in Fair Value of Plan Assets
Fair value of plan assets at beginning of year	$	390,564	$	—	$	331,609	N/A		$	—
Fair value of Bank Mutual plan assets at February 1, 2018	N/A		—		N/A		59,445		—
Actual return on plan assets	67,377		—		(14,609)		(1,665)		—
Employer contributions	—		270		4,340		37,537		292
Gross benefits paid	(15,907)		(270)		(10,582)		(15,513)		(292)
Bank Mutual plan assets transferred at December 31, 2018	N/A		—		79,805		(79,805)		—
Fair value of plan assets at end of year(a)	$	442,034	$	—	$	390,564	$	—	$	—
Change in Benefit Obligation
Net benefit obligation at beginning of year	$	233,658	$	2,523	$	186,423	N/A		$	2,478
Net Bank Mutual benefit obligation at February 1, 2018	N/A		—		N/A		66,364		576
Service cost	7,263		—		7,540		—		—
Interest cost	9,752		104		6,727		2,398		108
Actuarial (gain) loss	25,810		188		(8,000)		(1,701)		(347)
Gross benefits paid	(15,907)		(270)		(10,582)		(2,644)		(292)
Lump sums paid	—		—		—		(12,868)		—
Bank Mutual benefit obligations transferred at December 31, 2018	N/A		—		$	51,549	(51,549)		—
Net benefit obligation at end of year(a)	$	260,576	$	2,545	$	233,658	$	—	$	2,523
Funded (unfunded) status	$	181,458	$	(2,545)	$	156,906	$	—	$	(2,523)
Noncurrent assets	$	181,458	$	—	$	156,906	$	—	$	—
Current liabilities	—		(214)		—		—		(219)
Noncurrent liabilities	—		(2,330)		—		—		(2,304)
Asset (Liability) Recognized on the Consolidated Balance Sheets	$	181,458	$	(2,545)	$	156,906	$	—	$	(2,523)

(a) The fair value of the plan assets represented 170% and 167% of the net benefit obligation of the pension plan at December 31, 2019 and 2018, respectively.

AOCI Components

Amounts recognized in accumulated other comprehensive (income) loss, net of tax, as of December 31, 2019 and 2018 follow:

	RAP		Postretirement Plan		RAP		Postretirement Plan
($ in Thousands)	2019		2019		2018		2018
Prior service cost	$	(249)	$	(533)	$	(303)	$	(588)
Net actuarial loss	37,075		126		50,238		(17)
Amount not yet recognized in net periodic benefit cost, but recognized in accumulated other comprehensive (income) loss	$	36,827	$	(406)	$	49,935	$	(605)

Changes in OCI

Other changes in plan assets and benefit obligations recognized in OCI, net of tax, in 2019 and 2018 were as follows:

	RAP		Postretirement Plan		RAP		Postretirement Plan
($ in Thousands)	2019		2019		2018		2018
Net actuarial gain (loss)	$	17,235	$	(188)	$	(28,959)	$	347
Amortization of prior service cost	(73)		(75)		(73)		(75)
Amortization of actuarial loss (gain)	480		(4)		2,195		8
Adjustment for adoption of ASU 2018-02	—		—		(5,235)		—
Income tax (expense) benefit	(4,532)		67		6,838		(71)
Total Recognized in OCI	$	13,109	$	(200)	$	(25,234)	$	209

Net period benefit cost for the pension plans

The components of net pension cost for the RAP for 2019, 2018, and 2017 were as follows:

($ in Thousands)	2019		2018		2017
Service cost	$	7,263	$	7,540	$	6,955
Interest cost	9,752		9,125		7,121
Expected return on plan assets	(24,332)		(23,195)		(19,646)
Amortization of prior service cost	(73)		(73)		(73)
Amortization of actuarial loss (gain)	480		2,195		2,278
Recognized settlement loss (gain)	—		809		—
Total net periodic pension cost	$	(6,910)	$	(3,600)	$	(3,365)

Net period benefit cost for postretirement plan

The components of net periodic benefit cost for the Postretirement Plan for 2019, 2018, and 2017 were as follows:

($ in Thousands)	2019		2018		2017
Interest cost	$	104	$	108	$	101
Amortization of prior service cost	(75)		(75)		(75)
Amortization of actuarial loss (gain)	(4)		8		4
Total net periodic benefit cost	$	25	$	41	$	30

Weighted Average Benefit Assumptions

	RAP		Postretirement Plan		RAP		Postretirement Plan
	2019		2019		2018		2018
Weighted average assumptions used to determine benefit obligations
Discount rate	3.20	%	3.20	%	4.30	%	4.30	%
Rate of increase in compensation levels	2.00	%	N/A		3.00	%	N/A
Weighted average assumptions used to determine net periodic benefit costs
Discount rate(a)	4.30	%	4.30	%	3.77	%	3.77	%
Rate of increase in compensation levels	3.00	%	N/A		3.00	%	N/A
Expected long-term rate of return on plan assets(b)	6.00	%	N/A		5.93	%	N/A

(a) Weighted average of the 2018 fiscal year discount rate assumption for the RAP was 3.70% and the Bank Mutual Pension Plan was 4.00%

(b) Weighted average of the 2018 fiscal year expected return on asset assumption for the RAP was 6.00% and the Bank Mutual Pension Plan was 5.50%

Plan Asset Allocation Percentages

The asset allocation for the RAP as of the December 31, 2019 and 2018 measurement dates, respectively, by asset category were as follows:

Asset Category	2019		2018
Equity securities	51	%	49	%
Fixed-income securities	33	%	34	%
Group annuity contracts	11	%	12	%
Alternative securities	3	%	3	%
Other	2	%	2	%
Total	100	%	100	%

Pension Plan Investments

Based on these inputs, the following table summarizes the fair value of the RAP’s investments as of December 31, 2019 and 2018:

			Fair Value Measurements Using
($ in Thousands)	December 31, 2019		Level 1		Level 2		Level 3
RAP Investments
Money market account	$	8,903	$	8,903	$	—	$	—
Common /collective trust funds	155,964		155,964		—		—
Mutual funds	227,112		227,112		—		—
Group annuity contracts	50,055		—		—		50,055
Total RAP Investments	$	442,034	$	391,979	$	—	$	50,055
			Fair Value Measurements Using
($ in Thousands)	December 31, 2018		Level 1		Level 2		Level 3
RAP Investments
Money market account	$	7,159	$	7,159	$	—	$	—
Common /collective trust funds	138,020		138,020		—		—
Mutual funds	198,120		198,120		—		—
Group annuity contracts	47,265		—		—		47,265
Total RAP Investments	$	390,564	$	343,299	$	—	$	47,265

Schedule of Changes in Fair Value of Plan Assets

The following presents a summary of the changes in the fair value of the RAP's Level 3 asset during the periods indicated. As noted above, the Corporation's Level 3 asset consists entirely of a group annuity contract issued by a life insurance company.

Fair Value Reconciliation of Level 3 RAP Investments	2019		2018(a)
Fair value of group annuity contract at beginning of period	$	47,265	$	49,191
Return on plan assets	5,495		565
Benefits paid	(2,704)		(2,491)
Fair value of group annuity contract at end of period	$	50,055	$	47,265

(a) Period begins on February 1, the date the Corporation acquired the group annuity contract from the Bank Mutual acquisition.

Expected Benefit Payments

The projected benefit payments were calculated using the same assumptions as those used to calculate the benefit obligations listed above. The projected benefit payments for the RAP and Postretirement Plan at December 31, 2019, reflecting expected future services, were as follows:

($ in Thousands)	RAP		Postretirement Plan
Estimated future benefit payments
2020	$	19,659	$	218
2021	19,755		213
2022	20,729		208
2023	20,392		202
2024	20,710		196
2025-2029	91,264		867

One Percentage Point Change in Assumed Health Care Cost

A one percentage point change in the assumed health care cost trend rate would have the following effect:

	2019				2018
($ in Thousands)	100 bp Increase		100 bp Decrease		100 bp Increase		100 bp Decrease
Effect on total of service and interest cost	$	7	$	(6)	$	7	$	(6)
Effect on postretirement benefit obligation	$	170	$	(148)	$	164	$	(143)

XML

Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities (Tables)

12 Months Ended

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Summary of lending-related and other commitments

The following is a summary of lending-related commitments:

($ in Thousands)	2019		2018
Commitments to extend credit, excluding commitments to originate residential mortgage loans held for sale(a)(b)	$	9,024,412	$	8,720,293
Commercial letters of credit(a)	7,081		7,599
Standby letters of credit(c)	277,969		255,904

(a) 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 was not material at December 31, 2019 and 2018.

(b) Interest rate lock commitments to originate residential mortgage loans held for sale are considered derivative instruments and are disclosed in Note 14.

(c) The Corporation has established a liability of $3 million and $2 million at December 31, 2019 and December 31, 2018, respectively, as an estimate of the fair value of these financial instruments.

XML

Investment Securities (Details) - USD ($)		3 Months Ended					9 Months Ended	12 Months Ended
	Feb. 01, 2018	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Sep. 30, 2018	Jun. 30, 2018	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Investment Securities
Debt Securities, Available-for-sale, Sold at Par Value					$ 108,000,000
Investment Securities (Textuals) [Abstract]
Transfer of held to maturity securities to available for sale securities (adoption of ASU 2019-04)			$ 692,000,000					$ 692,414,000	$ 0	$ 0
Debt Securities AFS Principal Sold			157,000,000
Debt Securities, Available-for-sale, Gain (Loss)			$ 3,000,000
Carrying amount of Securities Sold							$ 1,200,000,000
Visa B Restricted Stock Donated				42,039
Visa Restricted Shares Owned		77,000		77,000
Debt Securities, Available-for-sale, Sold at Par Value					$ 108,000,000
Debt Securities, Held-to-maturity, Sold, Amount										18,000,000
Debt Securities, Held-to-maturity, Sold, Realized Gain (Loss)										$ 434,000
Pledged Financial Instruments, Not Separately Reported, Securities		$ 2,600,000,000						2,600,000,000	3,000,000,000.0
Federal Home Loan Bank Stock		149,000,000						149,000,000	173,000,000
Federal Reserve Bank Stock		78,000,000						78,000,000	77,000,000
Equity Securities with Readily Determined Fair Value		2,000,000						2,000,000	2,000,000
Equity Securities without Readily Determinable Fair Value, Amount		$ 13,000,000						$ 13,000,000	$ 0
Bank Mutual [Member]
Investment Securities
Debt Securities, Available-for-sale, Sold at Par Value	$ 453,000,000
Investment Securities (Textuals) [Abstract]
Debt Securities, Available-for-sale, Sold at Par Value	$ 453,000,000
Securities Sold [Member]
Investment Securities
Taxable Equivalent Yield					3.08%
Reinvestment [Member]
Investment Securities
Taxable Equivalent Yield					3.51%
Commercial mortgage-related securities | GNMA [Member]
Investment Securities
Debt Securities, Available-for-sale, Sold at Par Value						$ 40,000,000
Investment Securities (Textuals) [Abstract]
Debt Securities, Available-for-sale, Sold at Par Value						$ 40,000,000

XML

Short and Long-term Funding Remaining Contractual Maturity of Agreements (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Remaining Contractual Maturity of the Agreements
Repurchase agreements	$ 71,097	$ 91,941
Overnight and Continuous
Remaining Contractual Maturity of the Agreements
Repurchase agreements	71,097	91,941
Up to 30 days
Remaining Contractual Maturity of the Agreements
Repurchase agreements	0	0
30-90 days
Remaining Contractual Maturity of the Agreements
Repurchase agreements	0	0
Greater than 90 days
Remaining Contractual Maturity of the Agreements
Repurchase agreements	0	0
Agency mortgage-related securities
Remaining Contractual Maturity of the Agreements
Repurchase agreements	71,097	91,941
Agency mortgage-related securities | Overnight and Continuous
Remaining Contractual Maturity of the Agreements
Repurchase agreements	71,097	91,941
Agency mortgage-related securities | Up to 30 days
Remaining Contractual Maturity of the Agreements
Repurchase agreements	0	0
Agency mortgage-related securities | 30-90 days
Remaining Contractual Maturity of the Agreements
Repurchase agreements	0	0
Agency mortgage-related securities | Greater than 90 days
Remaining Contractual Maturity of the Agreements
Repurchase agreements	$ 0	$ 0

XML

Deposits, Composition (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Deposits, by Type [Abstract]
Noninterest-bearing demand deposits	$ 5,450,709	$ 5,698,530
Savings	2,735,036	2,012,841
Interest-bearing demand	5,329,717	5,336,952
Money market	7,640,798	9,033,669
Brokered CDs	5,964	192,234
Other time	2,616,839	2,623,167
Total deposits	$ 23,779,064	$ 24,897,393

XML

Investment Securities, AFS and HTM Securities Amortized Costs and Fair Values (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Investment securities available for sale
Amortized Cost		$ 3,251,950	$ 4,041,902
Gross Unrealized Gains		30,920	3,649
Gross Unrealized Losses		(20,284)	(98,610)
Fair Value		3,262,586	3,946,941
Investment securities held to maturity
Amortized Cost		2,205,083	2,740,511
Gross Unrealized Gains		79,744	17,593
Held-to-maturity, Gross Unrealized Loss		(8,363)	(47,835)
Fair Value		2,276,465	2,710,271
Transfer of held to maturity securities to available for sale securities (adoption of ASU 2019-04)	$ 692,000	692,414	0	$ 0
U.S. Treasury securities
Investment securities available for sale
Amortized Cost			1,000
Gross Unrealized Gains			0
Gross Unrealized Losses			(1)
Fair Value			999
Investment securities held to maturity
Amortized Cost		999
Gross Unrealized Gains		19
Held-to-maturity, Gross Unrealized Loss		0
Fair Value		1,018
Obligations of state and political subdivisions (municipal securities)(a)
Investment securities available for sale
Amortized Cost		529,908
Gross Unrealized Gains		16,269
Gross Unrealized Losses		(18)
Fair Value		546,160
Investment securities held to maturity
Amortized Cost		1,418,569	1,790,683
Gross Unrealized Gains		69,775	8,255
Held-to-maturity, Gross Unrealized Loss		(1,118)	(15,279)
Fair Value		1,487,227	1,783,659
Private-label
Investment securities available for sale
Amortized Cost			1,007
Gross Unrealized Gains			0
Gross Unrealized Losses			(4)
Fair Value			1,003
FFELP asset backed securities
Investment securities available for sale
Amortized Cost		270,178	297,347
Gross Unrealized Gains		0	711
Gross Unrealized Losses		(6,485)	(698)
Fair Value		263,693	297,360
Fixed-income securities
Investment securities available for sale
Amortized Cost		3,000	3,000
Gross Unrealized Gains		0	0
Gross Unrealized Losses		0	0
Fair Value		3,000	3,000
FNMA/FHLMC [Member] | Residential Related Securities
Investment securities available for sale
Amortized Cost		131,158	296,296
Gross Unrealized Gains		1,562	2,466
Gross Unrealized Losses		(59)	(3,510)
Fair Value		132,660	295,252
Investment securities held to maturity
Amortized Cost		81,676	92,788
Gross Unrealized Gains		1,759	169
Held-to-maturity, Gross Unrealized Loss		(15)	(1,795)
Fair Value		83,420	91,162
FNMA/FHLMC [Member] | Commercial mortgage-related securities
Investment securities available for sale
Amortized Cost		19,929
Gross Unrealized Gains		1,799
Gross Unrealized Losses		0
Fair Value		21,728
Investment securities held to maturity
Amortized Cost		0
Fair Value		0
GNMA [Member] | Residential Related Securities
Investment securities available for sale
Amortized Cost		982,941	2,169,943
Gross Unrealized Gains		3,887	473
Gross Unrealized Losses		(1,689)	(41,885)
Fair Value		985,139	2,128,531
Investment securities held to maturity
Amortized Cost		269,523	351,606
Gross Unrealized Gains		1,882	1,611
Held-to-maturity, Gross Unrealized Loss		(1,108)	(8,181)
Fair Value		270,296	345,035
GNMA [Member] | Commercial mortgage-related securities
Investment securities available for sale
Amortized Cost		1,314,836	1,273,309
Gross Unrealized Gains		7,403	0
Gross Unrealized Losses		(12,032)	(52,512)
Fair Value		1,310,207	1,220,797
Investment securities held to maturity
Amortized Cost		434,317	505,434
Gross Unrealized Gains		6,308	7,559
Held-to-maturity, Gross Unrealized Loss		(6,122)	(22,579)
Fair Value		$ 434,503	$ 490,414

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Cash Flows from Operating Activities
Net income		$ 326,790	$ 333,562	$ 229,264
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		16,000	0	26,000
Depreciation and amortization		58,149	48,253	46,967
Addition to (recovery of) valuation allowance on mortgage servicing rights, net		63	(545)	175
Amortization of mortgage servicing rights		12,432	9,594	10,084
Amortization of Intangible Assets		9,948	8,159	1,959
Amortization and accretion on earning assets, funding, and other, net		23,573	11,624	37,476
Net amortization of tax credit investments		20,062	19,425	19,834
Deferred income taxes		13,833	46,947	21,402
Losses (gains) on sales of investment securities, net		(5,957)	1,985	(434)
Asset (gains) losses, net	[1]	(2,713)	1,103	1,244
(Gain) loss on mortgage banking activities, net		(20,120)	(22,497)	(3,516)
Mortgage loans originated for sale		(1,090,792)	(1,092,318)	(715,357)
Proceeds from sales of mortgage loans held for sale		1,317,077	1,131,652	819,950
Pension contributions		0	(41,877)	(6,242)
(Increase) decrease in interest receivable		7,595	(7,417)	(9,476)
Increase (decrease) in interest payable		2,495	10,407	6,535
Increase (decrease) in accrued expenses		723	30,924	3,520
Increase (decrease) in derivative asset		(102,966)	40,950	(13,076)
Net change in other assets and other liabilities		(11,930)	(33,363)	(17,941)
Net cash provided by operating activities		574,260	496,567	458,368
Cash Flows from Investing Activities
Net increase in loans		(137,990)	(326,464)	(861,934)
Purchases of
Available for sale securities		(460,124)	(737,580)	(1,137,191)
Held to maturity securities		(423,682)	(682,622)	(234,379)
Federal Home Loan Bank and Federal Reserve Bank stocks		(246,836)	(347,323)	(262,986)
Premises, equipment, and software, net of disposals		(67,459)	(65,854)	(47,369)
Proceeds from
Sales of available for sale securities		1,367,476	601,130	18,467
Sale of Federal Home Loan Bank and Federal Reserve Bank stocks		270,023	282,145	237,656
Prepayments, calls, and maturities of available for sale investment securities		561,659	633,859	713,486
Prepayments, calls, and maturities of held to maturity investment securities		260,510	217,836	210,753
Sales, prepayments, calls and maturities of other assets		10,250	41,856	20,070
Net change in tax credit and alternative investments		(67,632)	(57,327)	(53,770)
Net cash (paid) received in acquisition		551,250	59,472	339
Net cash provided by (used in) investing activities		1,617,446	(380,872)	(1,396,858)
Cash Flows from Financing Activities
Net increase (decrease) in deposits		(1,842,748)	270,481	897,514
Net increase (decrease) in short-term funding		308,039	(581,371)	(217,753)
Net increase (decrease) in short-term FHLB advances		(380,000)	616,000	(198,000)
Repayment of long-term FHLB advances		(764,657)	(2,150,016)	(115,020)
Proceeds from long-term FHLB advances		751,573	1,837,680	750,000
Redemption of Corporation's senior notes		(250,000)	0	0
Finance Lease, Principal Payments		(1)	0	0
Proceeds from issuance of long-term funding		0	300,000	0
Proceeds from issuance of preferred shares		0	97,315	0
Proceeds from issuance of common stock for stock-based compensation plans		11,216	18,408	27,619
Common stock warrants exercised		0	(1)	0
Purchase of preferred shares		0	(537)	0
Purchase of common stock returned to authorized but unissued		0	(33,075)	(37,031)
Purchase of treasury stock		(186,076)	(213,598)	(9,290)
Cash dividends on common stock		(111,804)	(105,519)	(76,417)
Cash dividends on preferred stock		(15,202)	(10,784)	(9,347)
Net cash provided by (used in) financing activities		(2,479,660)	44,983	1,012,275
Net increase (decrease) in cash, cash equivalents, and restricted cash		(287,954)	160,678	73,785
Cash, cash equivalents, and restricted cash at beginning of period		876,698	716,018	642,233
Cash, cash equivalents, and restricted cash at end of period		588,744	876,698	716,018
Supplemental disclosures of cash flow information
Cash paid for interest		332,919	261,724	138,174
Cash paid for income and franchise taxes		41,131	18,335	81,450
Loans and bank premises transferred to other real estate owned		10,513	26,517	11,505
Capitalized mortgage servicing rights		11,606	10,722	7,167
Loans transferred into held for sale from portfolio, net		313,570	33,010	71,954
Transfer of held to maturity securities to available for sale securities (adoption of ASU 2019-04)		692,414	0	0
Unsettled trades to purchase securities		0	883	0
Acquisition
Fair value of assets acquired, including cash and cash equivalents		695,848	2,567,488	647
Fair value ascribed to goodwill and intangible assets		29,837	261,243	6,450
Fair value of liabilities assumed		725,764	2,340,323	54
Common stock issued in acquisition			488,408	7,151
Equity Interests Reversed		(79)
Cash and cash equivalents		400,232	782,784	643,042
Restricted Cash		$ 188,512	$ 93,914	$ 72,976

[1] (b) The year ended December 31, 2019 includes less than $1 million of Huntington related asset losses; the year ended December 31, 2018 includes approximately $2 million of Bank Mutual acquisition related asset losses net of asset gains.

XML

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands				12 Months Ended
	Sep. 19, 2018	Sep. 15, 2016	Jun. 15, 2015	Dec. 31, 2019	Dec. 31, 2018	Jul. 25, 2017	Aug. 28, 2015
Stockholders' Equity Note [Abstract]
Subsidiary equity balance				$ 3,900,000
Class of Stock [Line Items]
Preferred Stock, Shares Issued				264,458	264,458
Purchase of stock, value					$ 537
Series C Preferred Stock
Class of Stock [Line Items]
Preferred Stock, Shares Issued			2,600,000
Preferred Stock, Dividend Rate, Percentage			6.125%
Preferred Stock, Liquidation Preference Per Share			$ 1,000
Preferred Stock, Redemption Price Per Share			$ 1,000
Preferred Stock, Participation Rights			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%.
Preferred Stock, Dividend Payment Terms			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.
Preferred Stock, Redemption Terms			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.
Preferred Stock, Voting Rights			Except in certain limited circumstances, the Series C Preferred Stock does not have any voting rights.
Stock repurchase program authorized amount							$ 10,000
Remaining authorized repurchase amount				$ 10,000
Series D Preferred Stock
Class of Stock [Line Items]
Preferred Stock, Shares Issued		4,000,000.0
Preferred Stock, Dividend Rate, Percentage		5.375%
Preferred Stock, Liquidation Preference Per Share		$ 1,000
Preferred Stock, Redemption Price Per Share		$ 1,000
Preferred Stock, Participation Rights		Dividends on the Series D 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 5.375%.
Preferred Stock, Dividend Payment Terms		Shares of the Series D 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 D Preferred Stock have been declared for that period, and sufficient funds have been set aside to make payment.
Preferred Stock, Redemption Terms		The Series D 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, 2021, 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.
Preferred Stock, Voting Rights		Except in certain limited circumstances, the Series D Preferred Stock does not have any voting rights.
Stock repurchase program authorized amount						$ 15,000
Remaining authorized repurchase amount				14,000
Series E Preferred Stock
Class of Stock [Line Items]
Preferred Stock, Shares Issued	4,000,000.0
Preferred Stock, Dividend Rate, Percentage	5.875%
Preferred Stock, Liquidation Preference Per Share	$ 1,000
Preferred Stock, Redemption Price Per Share	$ 1,000
Preferred Stock, Participation Rights	Dividends on the Series E 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 5.875%.
Preferred Stock, Dividend Payment Terms	Shares of the Series E 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 E Preferred Stock have been declared for that period, and sufficient funds have been set aside to make payment.
Preferred Stock, Redemption Terms	The Series E 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 December 15, 2023, 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.
Preferred Stock, Voting Rights	Except in certain limited circumstances, the Series E Preferred Stock does not have any voting rights.
Treasury Stock
Class of Stock [Line Items]
Stock repurchase program authorized amount				$ 250,000
Treasury stock shares acquired (in shares)				8,200,000
Treasury stock carrying basis				$ 177,000
Treasury stock acquired average cost per share (in usd per share)				$ 21.62
Common Stock [Member]
Class of Stock [Line Items]
Stock repurchase program authorized amount					$ 300,000
Treasury stock shares acquired (in shares)					9,500,000
Treasury stock carrying basis					$ 240,000
Treasury stock acquired average cost per share (in usd per share)					$ 25.29
Repurchased amount for minimum tax withholding settlement				$ 9,000	$ 7,000
Repurchased shares for minimum tax withholding settlements (in shares)				397,969	292,070
Minimum tax withholding settlement average cost per share (in usd per share)				$ 21.59	$ 24.47
Remaining authorized repurchase amount				$ 184,000	$ 51,000

XML

Loans, Loans by Past Due Status (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Summarized details of Loans
Current		$ 22,679,696	$ 22,785,019
Financing Receivable, Recorded Investment, Nonaccrual Status		118,380	127,901
Loans and Leases Receivable, Net of Deferred Income		22,821,440	22,940,429
Nonaccrual Loans, Current Portion		$ 48,000	$ 74,000
Percent of current nonaccrual loans		41.00%	58.00%
Pass
Summarized details of Loans
Loans and Leases Receivable, Net of Deferred Income		$ 22,294,939	$ 22,438,605
Nonaccrual
Summarized details of Loans
Loans and Leases Receivable, Net of Deferred Income		118,380	127,901
30-59 Days Past Due
Summarized details of Loans
Total Past Due		18,188	21,550
60-89 Days Past Due
Summarized details of Loans
Total Past Due		2,916	3,795
90 Days or More Past Due
Summarized details of Loans
Total Past Due		2,259	2,165
30-89 Days Past Due
Summarized details of Loans
Approximate Carrying Amount of Loans Sold	approximately $200,000
Commercial and industrial
Summarized details of Loans
Current		7,307,118	7,356,187
Financing Receivable, Recorded Investment, Nonaccrual Status		46,312	41,021
Loans and Leases Receivable, Net of Deferred Income		7,354,594	7,398,044
Commercial and industrial | Pass
Summarized details of Loans
Loans and Leases Receivable, Net of Deferred Income		7,118,448	7,162,370
Commercial and industrial | Nonaccrual
Summarized details of Loans
Loans and Leases Receivable, Net of Deferred Income		46,312	41,021
Commercial and industrial | 30-59 Days Past Due
Summarized details of Loans
Total Past Due		576	187
Commercial and industrial | 60-89 Days Past Due
Summarized details of Loans
Total Past Due		245	338
Commercial and industrial | 90 Days or More Past Due
Summarized details of Loans
Total Past Due		342	311
Commercial real estate - owner occupied
Summarized details of Loans
Current		909,828	913,787
Financing Receivable, Recorded Investment, Nonaccrual Status		67	3,957
Loans and Leases Receivable, Net of Deferred Income		911,265	920,443
Commercial real estate - owner occupied | Pass
Summarized details of Loans
Loans and Leases Receivable, Net of Deferred Income		866,193	854,265
Commercial real estate - owner occupied | Nonaccrual
Summarized details of Loans
Loans and Leases Receivable, Net of Deferred Income		67	3,957
Commercial real estate - owner occupied | 30-59 Days Past Due
Summarized details of Loans
Total Past Due		1,369	2,580
Commercial real estate - owner occupied | 60-89 Days Past Due
Summarized details of Loans
Total Past Due		0	119
Commercial real estate - owner occupied | 90 Days or More Past Due
Summarized details of Loans
Total Past Due		0	0
Commercial and business lending
Summarized details of Loans
Current		8,216,947	8,269,974
Financing Receivable, Recorded Investment, Nonaccrual Status		46,380	44,978
Loans and Leases Receivable, Net of Deferred Income		8,265,858	8,318,487
Commercial and business lending | Pass
Summarized details of Loans
Loans and Leases Receivable, Net of Deferred Income		7,984,641	8,016,635
Commercial and business lending | Nonaccrual
Summarized details of Loans
Loans and Leases Receivable, Net of Deferred Income		46,380	44,978
Commercial and business lending | 30-59 Days Past Due
Summarized details of Loans
Total Past Due		1,945	2,767
Commercial and business lending | 60-89 Days Past Due
Summarized details of Loans
Total Past Due		245	457
Commercial and business lending | 90 Days or More Past Due
Summarized details of Loans
Total Past Due		342	311
Commercial real estate - investor
Summarized details of Loans
Current		3,788,296	3,745,835
Financing Receivable, Recorded Investment, Nonaccrual Status		4,409	1,952
Loans and Leases Receivable, Net of Deferred Income		3,794,517	3,751,554
Commercial real estate - investor | Pass
Summarized details of Loans
Loans and Leases Receivable, Net of Deferred Income		3,620,785	3,653,642
Commercial real estate - investor | Nonaccrual
Summarized details of Loans
Loans and Leases Receivable, Net of Deferred Income		4,409	1,952
Commercial real estate - investor | 30-59 Days Past Due
Summarized details of Loans
Total Past Due		1,812	2,954
Commercial real estate - investor | 60-89 Days Past Due
Summarized details of Loans
Total Past Due		0	813
Commercial real estate - investor | 90 Days or More Past Due
Summarized details of Loans
Total Past Due		0	0
Real estate construction
Summarized details of Loans
Current		1,420,310	1,333,722
Financing Receivable, Recorded Investment, Nonaccrual Status		493	979
Loans and Leases Receivable, Net of Deferred Income		1,420,900	1,335,031
Real estate construction | Pass
Summarized details of Loans
Loans and Leases Receivable, Net of Deferred Income		1,420,374	1,321,447
Real estate construction | Nonaccrual
Summarized details of Loans
Loans and Leases Receivable, Net of Deferred Income		493	979
Real estate construction | 30-59 Days Past Due
Summarized details of Loans
Total Past Due		64	330
Real estate construction | 60-89 Days Past Due
Summarized details of Loans
Total Past Due		33	0
Real estate construction | 90 Days or More Past Due
Summarized details of Loans
Total Past Due		0	0
Commercial real estate lending
Summarized details of Loans
Current		5,208,606	5,079,557
Financing Receivable, Recorded Investment, Nonaccrual Status		4,902	2,931
Loans and Leases Receivable, Net of Deferred Income		5,215,417	5,086,585
Commercial real estate lending | 30-59 Days Past Due
Summarized details of Loans
Total Past Due		1,876	3,284
Commercial real estate lending | 60-89 Days Past Due
Summarized details of Loans
Total Past Due		33	813
Commercial real estate lending | 90 Days or More Past Due
Summarized details of Loans
Total Past Due		0	0
Total commercial
Summarized details of Loans
Current		13,425,552	13,349,531
Financing Receivable, Recorded Investment, Nonaccrual Status		51,282	47,909
Loans and Leases Receivable, Net of Deferred Income		13,481,275	13,405,072
Total commercial | 30-59 Days Past Due
Summarized details of Loans
Total Past Due		3,821	6,051
Total commercial | 60-89 Days Past Due
Summarized details of Loans
Total Past Due		278	1,270
Total commercial | 90 Days or More Past Due
Summarized details of Loans
Total Past Due		342	311
Residential mortgage
Summarized details of Loans
Current		8,069,863	8,200,432
Financing Receivable, Recorded Investment, Nonaccrual Status		57,844	67,574
Loans and Leases Receivable, Net of Deferred Income		8,136,980	8,277,712
Approximate Carrying Amount of Loans Sold	approximately $240 million
Residential mortgage | Pass
Summarized details of Loans
Loans and Leases Receivable, Net of Deferred Income		8,077,122	8,203,729
Residential mortgage | Nonaccrual
Summarized details of Loans
Loans and Leases Receivable, Net of Deferred Income		57,844	67,574
Residential mortgage | 30-59 Days Past Due
Summarized details of Loans
Total Past Due		8,749	9,272
Residential mortgage | 60-89 Days Past Due
Summarized details of Loans
Total Past Due		525	434
Residential mortgage | 90 Days or More Past Due
Summarized details of Loans
Total Past Due		0	0
Home equity
Summarized details of Loans
Current		837,274	876,085
Financing Receivable, Recorded Investment, Nonaccrual Status		9,104	12,339
Loans and Leases Receivable, Net of Deferred Income		852,025	894,473
Home equity | Pass
Summarized details of Loans
Loans and Leases Receivable, Net of Deferred Income		841,757	880,808
Home equity | Nonaccrual
Summarized details of Loans
Loans and Leases Receivable, Net of Deferred Income		9,104	12,339
Home equity | 30-59 Days Past Due
Summarized details of Loans
Total Past Due		4,483	4,826
Home equity | 60-89 Days Past Due
Summarized details of Loans
Total Past Due		1,164	1,223
Home equity | 90 Days or More Past Due
Summarized details of Loans
Total Past Due		0	0
Other consumer
Summarized details of Loans
Current		347,007	358,970
Financing Receivable, Recorded Investment, Nonaccrual Status		152	79
Loans and Leases Receivable, Net of Deferred Income		351,159	363,171
Other consumer | Pass
Summarized details of Loans
Loans and Leases Receivable, Net of Deferred Income		350,260	362,343
Other consumer | Nonaccrual
Summarized details of Loans
Loans and Leases Receivable, Net of Deferred Income		152	79
Other consumer | 30-59 Days Past Due
Summarized details of Loans
Total Past Due		1,135	1,401
Other consumer | 60-89 Days Past Due
Summarized details of Loans
Total Past Due		949	868
Other consumer | 90 Days or More Past Due
Summarized details of Loans
Total Past Due		1,917	1,853
Total consumer
Summarized details of Loans
Current		9,254,144	9,435,487
Financing Receivable, Recorded Investment, Nonaccrual Status		67,099	79,992
Loans and Leases Receivable, Net of Deferred Income		9,340,164	9,535,357
Total consumer | 30-59 Days Past Due
Summarized details of Loans
Total Past Due		14,366	15,499
Total consumer | 60-89 Days Past Due
Summarized details of Loans
Total Past Due		2,638	2,525
Total consumer | 90 Days or More Past Due
Summarized details of Loans
Total Past Due		1,917	1,853
Total consumer
Summarized details of Loans
Loans and Leases Receivable, Net of Deferred Income		9,340,164	9,535,357
Carrying Amount Of Loans Sold	$ 33,000
Total consumer | Pass
Summarized details of Loans
Loans and Leases Receivable, Net of Deferred Income		9,269,139	9,446,881
Carrying Amount Of Loans Sold	21,000
Total consumer | Nonaccrual
Summarized details of Loans
Loans and Leases Receivable, Net of Deferred Income		$ 67,099	$ 79,992
Carrying Amount Of Loans Sold	$ 12,000

XML

Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands		12 Months Ended
		Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Interest income
Interest and fees on loans		$ 998,099	$ 976,990	$ 749,000
Interest and dividends on investment securities
Taxable		100,304	119,741	96,909
Tax-exempt		57,565	44,782	32,977
Other interest		16,643	12,623	7,719
Total interest income		1,172,610	1,154,137	886,605
Interest expense
Interest on deposits		237,286	176,118	94,025
Interest on federal funds purchased and securities sold under agreements to repurchase		1,579	2,006	2,527
Interest on other short-term funding		149	186	293
Interest on FHLB advances		69,816	73,668	30,364
Interest on long-term funding		28,106	22,579	18,176
Total interest expense		336,936	274,557	145,385
Net interest income		835,674	879,580	741,220
Provision for credit losses		16,000	0	26,000
Net interest income after provision for credit losses		819,674	879,580	715,220
Noninterest income
Noninterest Income In Scope of Topic 606		288,247	290,084	262,175
Capital markets, net		19,862	20,120	19,642
Mortgage banking, net		31,878	19,911	19,360
Bank and corporate owned life insurance		14,845	13,951	16,250
Asset gains (losses), net(b)	[1]	2,713	(1,103)	(1,244)
Investment securities gains (losses), net		5,957	(1,985)	434
Other		11,165	9,051	9,523
Total noninterest income		380,824	355,568	332,680
Noninterest expense
Personnel		487,063	482,676	428,976
Technology		82,429	72,674	63,004
Occupancy		62,399	59,121	53,842
Business development and advertising		29,600	30,923	28,946
Equipment		23,550	23,243	21,201
Legal and professional		19,901	23,061	22,509
Loan and foreclosure costs		8,861	7,410	7,293
FDIC assessment		16,250	30,000	31,300
Other intangible amortization		9,948	8,159	1,959
Other		46,666	55,530	50,102
Total noninterest expense		793,988	821,799	709,133
Income before income taxes		406,509	413,349	338,767
Income tax expense		79,720	79,786	109,503
Net income		326,790	333,562	229,264
Preferred stock dividends		15,202	10,784	9,347
Net income available to common equity		$ 311,587	$ 322,779	$ 219,917
Earnings per common share
Basic		$ 1.93	$ 1.92	$ 1.45
Diluted		$ 1.91	$ 1.89	$ 1.42
Average common shares outstanding
Basic		160,534	167,345	150,877
Diluted		161,932	169,732	153,647
Insurance commissions and fees
Noninterest income
Noninterest Income In Scope of Topic 606		$ 89,104	$ 89,511	$ 81,474
Wealth management fees(a)
Noninterest income
Noninterest Income In Scope of Topic 606	[2]	83,467	82,562	70,126
Service charges on deposit account fees
Noninterest income
Noninterest Income In Scope of Topic 606		63,135	66,075	64,427
Card-based fees
Noninterest income
Noninterest Income In Scope of Topic 606		39,912	39,810	34,997
Service charges on deposit account fees		39,755	39,656	34,834
Other fee-based revenue
Noninterest income
Noninterest Income In Scope of Topic 606		12,629	12,126	11,151
Service charges on deposit account fees		18,942	17,818	17,854
Operating Segments [Member] | Risk Management and Shared Serivies [Member]
Noninterest expense
Acquisition related costs(c)	[3]	$ 7,320	29,002	$ 0
Huntington National Bank
Related acquisition asset losses net of asset gains		less than $1 million
Bank Mutual [Member]
Gain (Loss) on Disposition of Assets for Financial Service Operations			$ 2,000

[1] (b) The year ended December 31, 2019 includes less than $1 million of Huntington related asset losses; the year ended December 31, 2018 includes approximately $2 million of Bank Mutual acquisition related asset losses net of asset gains.

[2] (a) Includes trust, asset management, brokerage, and annuity fees.

[3] (c) Includes Bank Mutual, Huntington branch, and First Staunton acquisition related costs only.

XML

Income Taxes, Summary of Valuation Allowance (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Deferred Tax Assets, Valuation Allowance [Roll Forward]
Valuation allowance for deferred tax assets, beginning of year	$ (251,000)	$ (269,000)
(Increase) decrease in current year	0	18,000
Valuation allowance for deferred tax assets, end of year	$ (251,000)	$ (251,000)

XML

Retirement Plans, Effect of 1% Change in the Assumed Health Care Cost Trend Rate Intro (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Change in assumed health care cost
Effect on total of service and interest cost	$ 7	$ 7
Effect on total of service and interest cost	(6)	(6)
Effect on postretirement benefit obligation (increase)	170	164
Effect on postretirement benefit obligation (decrease)	$ (148)	$ (143)

XML

Parent Company Only Financial Information, Statement of Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income
Interest income on notes receivable from subsidiaries	$ 998,099	$ 976,990	$ 749,000
Total income	1,216,498	1,235,148	1,073,900
Expense
Income before income tax expense	406,509	413,349	338,767
Income tax expense	79,720	79,786	109,503
Net income	326,790	333,562	229,264
Preferred stock dividends	15,202	10,784	9,347
Net income available to common equity	311,587	322,779	219,917
Parent Company Only
Income
Income from subsidiaries	341,789	354,637	253,485
Interest income on notes receivable from subsidiaries	13,983	12,199	4,175
Other income	761	994	1,763
Total income	356,532	367,830	259,423
Expense
Interest expense on short and long-term funding	16,802	18,355	18,464
Other expense	6,583	11,736	6,927
Total expense	23,384	30,091	25,391
Income before income tax expense	333,148	337,739	234,032
Income tax expense	6,359	4,176	4,768
Net income	326,790	333,562	229,264
Preferred stock dividends	15,202	10,784	9,347
Net income available to common equity	$ 311,587	$ 322,779	$ 219,917

XML

Fair Value Measurements Equity Securities Without Readily Determinable Fair Values (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2019
Equity Securities Without Readily Determinable Fair Value Amount [Roll Forward]
Equity Securities without Readily Determinable Fair Value, Amount	$ 0
Write-up of equity securities without readily determinable fair values	13,444	$ 0	$ 0
Equity Securities without Readily Determinable Fair Value, Amount	0	0		$ 13,000
Fair Value, Inputs, Level 3
Equity Securities Without Readily Determinable Fair Value Amount [Roll Forward]
Equity Securities without Readily Determinable Fair Value, Amount	0
Write-up of equity securities without readily determinable fair values	13,444
Equity Securities without Readily Determinable Fair Value, Amount	$ 0	$ 0		13,444
Equity Securities without Readily Determinable Fair Value, Upward Price Adjustment, Cumulative Amount				13,444
Equity Securities without Readily Determinable Fair Value, Downward Price Adjustment, Cumulative Amount				$ 0

XML

Fair Value Measurements

12 Months Ended

Dec. 31, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements

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.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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 2 of the fair value hierarchy. See Note 3 for additional disclosure regarding the Corporation’s investment securities.

Equity Securities with Readily Determinable Fair Values: The Corporation's portfolio of equity securities with readily determinable fair values is primarily comprised of CRA Qualified Investment mutual funds. Since quoted prices for the Corporation's equity securities are readily available in an active market, they are classified within Level 1 of the fair value hierarchy. See Note 3 for additional disclosure regarding the Corporation’s equity securities.

Residential Loans Held For Sale: Residential loans held for sale, which consist generally of current production of certain fixed-rate, first-lien residential mortgage loans, are carried at estimated fair value. Management has elected the fair value option to account for all newly originated mortgage loans held for sale, which results in the financial impact of changing market conditions being reflected currently in earnings as opposed to being dependent upon the timing of sales. Therefore, the continually adjusted values better reflect the price the Corporation expects to receive from the sale of such loans. The estimated fair value is based on what secondary markets are currently offering for portfolios with similar characteristics, which the Corporation classifies as a Level 2 fair value measurement.

Derivative Financial Instruments (Interest Rate-Related Instruments): The Corporation utilizes interest rate swaps to hedge exposure to interest rate risk and variability of fair value related to changes in the underlying interest rate of the hedged item. These hedged interest rate swaps are classified as fair value hedges. During the fourth quarter of 2019, the Corporation terminated the outstanding fair value hedges. See Note 14 for additional disclosure regarding the Corporation's fair value hedges.

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

The Corporation also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative financial instruments for the effect of nonperformance risk, the Corporation has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

While the Corporation has determined that the majority of the inputs used to value its interest rate-related 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, 2019 and 2018, 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 its 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 is classified within 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 instruments, and also includes a nonperformance / credit risk component (credit valuation adjustment). See Note 14 for additional disclosures regarding the Corporation’s commodity contracts.

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.

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 probability of default and loss given default of the underlying loans 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, 2019 and 2018, 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.

The table below presents the Corporation’s financial instruments measured at fair value on a recurring basis as of December 31, 2019 and 2018, aggregated by the level in the fair value hierarchy within which those measurements fall:

($ in Thousands)	Fair Value Hierarchy	December 31, 2019		December 31, 2018
Assets
Investment securities available for sale
U.S. Treasury securities	Level 1	$	—	$	999
Obligations of state and political subdivisions (municipal securities)	Level 2	546,160		—
Residential mortgage-related securities
FNMA / FHLMC	Level 2	132,660		295,252
GNMA	Level 2	985,139		2,128,531
Private-label	Level 2	—		1,003
Commercial mortgage-related securities
FNMA / FHLMC	Level 2	21,728		—
GNMA	Level 2	1,310,207		1,220,797
FFELP asset-backed securities	Level 2	263,693		297,360
Other debt securities	Level 2	3,000		3,000
Total investment securities available for sale	Level 1	—		999
Total investment securities available for sale	Level 2	3,262,586		3,945,943
Equity securities with readily determinable fair values	Level 1	1,646		1,568
Residential loans held for sale	Level 2	136,280		64,321
Interest rate-related instruments(a)	Level 2	77,024		52,796
Foreign currency exchange forwards(a)	Level 2	4,226		721
Commodity contracts(a)	Level 2	20,528		35,426
Purchased options (time deposit)	Level 2	—		109
Interest rate lock commitments to originate residential mortgage loans held for sale	Level 3	2,527		2,208
Liabilities
Interest rate-related instruments(a)	Level 2	$	13,073	$	52,653
Foreign currency exchange forwards(a)	Level 2	4,048		675
Commodity contracts(a)	Level 2	19,624		34,340
Written options (time deposit)	Level 2	—		109
Interest rate products (designated as hedging instruments)	Level 2	—		40
Forward commitments to sell residential mortgage loans	Level 3	710		2,072

(a) Figures presented gross before netting. See Note 14 and Note 15 for information relating to the impact of offsetting derivative assets and liabilities and cash collateral with the same counterparty where there is a legally enforceable master netting agreement in place.

The table below presents a rollforward of the consolidated balance sheets amounts for the years ended December 31, 2019 and 2018, for financial instruments measured on a recurring basis and classified within Level 3 of the fair value hierarchy:

($ in Thousands)	Derivative Financial Instruments
Balance December 31, 2017	$	1,225
Total net gains (losses) included in income
Mortgage derivative gain (loss)	(1,085)
Balance December 31, 2018	$	140
Total net gains (losses) included in income
Mortgage derivative gain (loss)	1,681
Balance December 31, 2019	$	1,817


For Level 3 assets and liabilities measured at fair value on a recurring basis as of December 31, 2019, 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 fair value is determined by the change in value from each loan's rate lock date to the expected rate lock expiration date based on the underlying loan attributes, estimated closing ratios, and investor price matrix determined to be reasonably applicable to each loan commitment. The closing ratio calculation takes into consideration historical experience and loan-level attributes, 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 Associated Mortgage Risk Management Committee. At December 31, 2019, the closing ratio was 86%.

Derivative Financial Instruments (Mortgage Derivative—Forward Commitments to Sell Mortgage Loans):  Mortgage derivatives include forward commitments to deliver closed-end residential mortgage loans into conforming Agency MBS or conforming Cash Forward sales. The fair value of such instruments is determined by the difference of current market prices for such traded instruments or available from forward cash delivery commitments and the original traded price for such commitments.

The Corporation also relies on an internal valuation model to estimate the fair value of its forward commitments to sell residential mortgage loans (i.e., an estimate of what the Corporation would receive or pay to terminate the forward delivery contract based on market prices for similar financial instruments), which includes matching specific terms and maturities of the forward commitments against applicable investor pricing available. While there are Level 2 and 3 inputs used in the valuation models, the Corporation has determined that the majority of the inputs significant in the valuation of both of the mortgage derivatives fall within Level 3 of the fair value hierarchy. See Note 14 for additional disclosure regarding the Corporation’s mortgage derivatives.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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.

Commercial Loans Held For Sale:  Commercial loans held for sale are carried at the lower of cost or estimated fair value. The estimated fair value is based on a discounted cash flow analysis, which the Corporation classifies as a Level 2 nonrecurring fair value measurement.

OREO: Certain OREO, 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 OREO, less estimated selling costs. The fair value of OREO, upon initial recognition or subsequent impairment, was estimated using appraised values, which the Corporation classifies as a Level 2 nonrecurring fair value measurement.

For Level 3 assets and liabilities measured at fair value on a nonrecurring basis as of December 31, 2019, the Corporation utilized the following valuation techniques and significant unobservable inputs.

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:  MSRs do not trade in an active, open market with readily observable prices. While sales of MSRs 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 MSRs. The valuation model incorporates prepayment assumptions to project MSRs cash flows based on the current interest rate scenario, which is then discounted to estimate an expected fair value of the MSRs. 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 MSRs, where available, and to recent market activity and actual portfolio experience. Due to the nature of the valuation inputs, MSRs 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 MSRs assets.

The discounted cash flow analyses that generate expected market prices utilize the observable characteristics of the MSRs portfolio, as well as certain unobservable valuation parameters. The significant unobservable inputs used in the fair value measurement of the Corporation’s MSRs are the weighted average constant prepayment rate and weighted average discount rate. 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 the Community, Consumer, and Business segment to reconcile the fair value estimates and the key assumptions used by the respective parties in arriving at those estimates. The Associated Mortgage Risk Management Committee is responsible for providing control over the valuation methodology and key assumptions. To assess the reasonableness of the fair value measurement, the Corporation also compares the fair value and constant prepayment rate to a value calculated by an independent third party on an annual basis. See Note 5 for additional disclosure regarding the Corporation’s MSRs.

Equity Securities Without Readily Determinable Fair Values: The Corporation measures equity securities without readily determinable fair values at cost less impairment (if any), plus or minus observable price changes from an identical or similar investment of the same issuer, with such changes recognized in earnings. Included in equity securities without readily determinable fair values are 77,000 Visa Class B restricted shares carried at fair value. These shares are currently subject to certain transfer restrictions and will be convertible into Visa Class A shares upon final resolution of certain litigation matters involving Visa. Based on the current conversion factor, the Corporation expects 77,000 shares of Visa Class B to convert to 124,956 shares of Visa Class A upon the litigation resolution.

In its determination of the new carrying values upon observable price changes, the Corporation will adjust the prices if deemed necessary to arrive at the Corporation's estimated fair values. Such adjustments may include adjustments to reflect the different rights and obligations of similar securities and other adjustments. See Note 3 for additional disclosure regarding the Corporation’s equity securities without readily determinable fair values.

The following table presents the carrying value of equity securities without readily determinable fair values still held as of December 31, 2019 that are measured under the measurement alternative and the related adjustments recorded during the periods presented for those securities with observable price changes. These securities are included in the nonrecurring fair value tables when applicable price changes are observable. Also shown are the cumulative upward and downward adjustments for the Corporation's equity securities without readily determinable fair values as of December 31, 2019:

($ in Thousands)
Equity securities without readily determinable fair values
Carrying value as of December 31, 2018	$	—
Upward carrying value changes	13,444
Carrying value as of December 31, 2019	$	13,444
Cumulative upward carrying value changes between January 1, 2018 and December 31, 2019	$	13,444
Cumulative downward carrying value changes between January 1, 2018 and December 31, 2019	$	—

The table below presents the Corporation’s assets measured at fair value on a nonrecurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall:

($ in Thousands)	Fair Value Hierarchy	Fair Value		Consolidated Statements of Income Category of Adjustment Recognized in Income	Adjustment Recognized on the Consolidated Statements of Income
December 31, 2019
Assets
Impaired loans(a)	Level 3	$	45,792	Provision for credit losses(b)	$	(66,172)
OREO(c)	Level 2	3,565		Other noninterest expense	(1,860)
Mortgage servicing rights	Level 3	72,532		Mortgage banking, net	(63)
Equity securities	Level 3	13,444		Investment securities gains (losses), net	13,444
December 31, 2018
Assets
Impaired loans(a)	Level 3	$	26,191	Provision for credit losses(b)	$	(14,521)
OREO(c)	Level 2	2,200		Other noninterest expense	(1,545)
Mortgage servicing rights	Level 3	81,012		Mortgage banking, net	545

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

(b) Represents provision for credit losses on individually evaluated impaired loans.

(c) If the fair value of the collateral exceeds the carrying amount of the asset, no charge off or adjustment is necessary, the asset is not considered to be carried at fair value, and is therefore not included in the table.

Certain nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis include the fair value analysis 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.

The Corporation's significant Level 3 measurements which employ unobservable inputs that are readily quantifiable pertain to MSRs and impaired loans.

The table below presents information about these inputs and further discussion is found above:

December 31, 2019	Valuation Technique	Significant Unobservable Input	Weighted Average Input Applied
Mortgage servicing rights	Discounted cash flow	Discount rate	9%
Mortgage servicing rights	Discounted cash flow	Constant prepayment rate	12%
Impaired loans	Appraisals / Discounted cash flow	Collateral / Discount factor	44%

Fair Value of Financial Instruments

The Corporation is required to disclose estimated fair values for its financial instruments.

Fair value estimates are set forth below for the Corporation’s financial instruments:

		December 31, 2019				December 31, 2018
($ in Thousands)	Fair Value Hierarchy Level	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets
Cash and due from banks	Level 1	$	373,380	$	373,380	$	507,187	$	507,187
Interest-bearing deposits in other financial institutions	Level 1	207,624		207,624		221,226		221,226
Federal funds sold and securities purchased under agreements to resell	Level 1	7,740		7,740		148,285		148,285
Investment securities held to maturity	Level 1	999		1,018		—		—
Investment securities held to maturity	Level 2	2,204,084		2,275,447		2,740,511		2,710,271
Investment securities available for sale	Level 1	—		—		999		999
Investment securities available for sale	Level 2	3,262,586		3,262,586		3,945,943		3,945,943
Equity securities with readily determinable fair values	Level 1	1,646		1,646		1,568		1,568
Equity securities without readily determinable fair values	Level 3	13,444		13,444		—		—
FHLB and Federal Reserve Bank stocks	Level 2	227,347		227,347		250,534		250,534
Residential loans held for sale	Level 2	136,280		136,280		64,321		64,321
Commercial loans held for sale	Level 2	15,000		15,000		14,943		14,943
Loans, net	Level 3	22,620,068		22,399,621		22,702,406		22,317,395
Bank and corporate owned life insurance	Level 2	671,948		671,948		663,203		663,203
Derivatives (other assets)(a)	Level 2	101,778		101,778		89,052		89,052
Interest rate lock commitments to originate residential mortgage loans held for sale (other assets)	Level 3	2,527		2,527		2,208		2,208
Financial liabilities
Noninterest-bearing demand, savings, interest-bearing demand, and money market accounts	Level 3	$	21,156,261	$	21,156,261	$	22,081,992	$	22,081,992
Brokered CDs and other time deposits(b)	Level 2	2,622,803		2,622,803		2,815,401		2,815,401
Short-term funding(c)	Level 2	465,113		465,113		157,074		157,074
Long-term funding	Level 2	549,343		588,774		795,611		826,612
FHLB advances	Level 2	3,180,967		3,207,793		3,574,371		3,565,572
Standby letters of credit(d)	Level 2	2,710		2,710		2,482		2,482
Derivatives (accrued expenses and other liabilities)(a)	Level 2	36,745		36,745		87,817		87,817
Forward commitments to sell residential mortgage loans (accrued expenses and other liabilities)	Level 3	710		710		2,072		2,072

(a) Figures presented gross before netting. See Note 14 and Note 15 for information relating to the impact of offsetting derivative assets and liabilities and cash collateral with the same counterparty where there is a legally enforceable master netting agreement in place.

(b) When the estimated fair value is less than the carrying value, the carrying value is reported as the fair value.

(c) The carrying amount is a reasonable estimate of fair value for existing short-term funding.

(d) The commitment on standby letters of credit was $278 million and $256 million at December 31, 2019 and 2018, respectively. See Note 16 for additional information on the standby letters of credit and for information on the fair value of lending-related commitments.

XML

Fair Value Measurements, Textuals (Details) - shares	3 Months Ended		12 Months Ended
	Dec. 31, 2019	Jun. 30, 2019	Dec. 31, 2019
Fair Value Disclosures [Abstract]
Closing Ratio			86.00%
Visa Restricted Shares Owned	77,000	77,000
Visa Class A Shares Current Conversion from Class B	124,956		124,956

XML

Derivative and Hedging Activities

12 Months Ended

Dec. 31, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative and Hedging Activities

Derivative and Hedging Activities The Corporation is exposed to certain risk arising from both its business operations and economic conditions. The Corporation principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Corporation manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Corporation enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Corporation's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Corporation's known or expected cash receipts and its known or expected cash payments principally related to the Corporation's assets.

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, contracts generally contain language outlining collateral pledging requirements for each counterparty. For non-centrally cleared derivatives, collateral must be posted when the market value exceeds certain mutually agreed upon threshold limits. Securities and cash are often pledged as collateral. The Corporation pledged $57 million of investment securities as collateral at December 31, 2019, and pledged $36 million of investment securities as collateral at December 31, 2018. Cash is often pledged as collateral for interest rate swaps and derivatives that are not centrally cleared. At December 31, 2019, the Corporation posted $14 million cash collateral compared to $1 million at December 31, 2018.

Federal regulations require the Corporation to clear all LIBOR interest rate swaps through a clearing house, if possible. For derivatives cleared through central clearing houses the variation margin payments are legally characterized as daily settlements of the derivative rather than collateral. The Corporation's clearing agent for interest rate derivative contracts that are centrally cleared through the Chicago Mercantile Exchange (CME) and the London Clearing House (LCH) settles the variation margin daily. As a result, the variation margin payment and the related derivative instruments are considered a single unit of account for accounting and financial reporting purposes. Depending on the net position, the fair value is reported in other assets or accrued expenses and other liabilities on the consolidated balance sheets. The daily settlement of the derivative exposure does not change or reset the contractual terms of the instrument.

See Note 18 for fair value information and disclosures and see Note 1 for the Corporation's accounting policy for derivative and hedging activities.

Fair Value Hedges of Interest Rate Risk

The Corporation is exposed to changes in the fair value of certain of its pools of prepayable fixed-rate assets due to changes in benchmark interest rates. The Corporation used interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate. Interest rate swaps designated as fair value hedges involved the payment of fixed-rate amounts to a counterparty in exchange for the Corporation receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk were recognized in interest income. During the fourth quarter of 2019, the Corporation terminated the outstanding fair value hedges.

Derivatives to Accommodate Customer Needs

The Corporation also facilitates customer borrowing activity by entering 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 consolidated balance sheets or forecasted transactions and, therefore, do not qualify for hedge accounting treatment. Such derivative contracts are carried at fair value in other assets and accrued expenses and other liabilities on the consolidated balance sheets with changes in the fair value recorded as a component of capital markets, net, and typically include interest rate-related instruments (swaps and caps), foreign currency exchange forwards, and commodity contracts. 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 forwards: The Corporation provides foreign currency exchange services to customers, primarily forward contracts. The Corporation's customers enter into a foreign currency exchange forward with the Corporation as a means for them to mitigate exchange rate risk. The Corporation mitigates its risk by then entering into an offsetting foreign currency exchange derivative contract.

Commodity contracts: 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.

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 in other assets and accrued expenses and other liabilities on the consolidated balance sheets with the changes in fair value recorded as a component of mortgage banking, net.

Written and Purchased Options (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. The last Power CD matured in November 2019.

The table below identifies the balance sheet category and fair values of the Corporation’s derivative instruments:

	December 31, 2019								December 31, 2018
	Asset				Liability				Asset				Liability
($ in Thousands)	Notional Amount		Fair Value		Notional Amount		Fair Value		Notional Amount		Fair Value		Notional Amount		Fair Value
Designated as hedging instruments
Interest rate-related instruments	$	—	$	—	$	—	$	—	$	—	$	—	$	500,000	$	40
Not designated as hedging instruments
Interest rate-related instruments	3,029,877		77,024		3,029,877		13,073		2,707,204		52,796		2,707,204		52,653
Foreign currency exchange forwards	272,636		4,226		264,653		4,048		117,879		721		69,153		675
Commodity contracts	255,089		20,528		255,165		19,624		331,727		35,426		315,861		34,340
Mortgage banking(a)	255,291		2,527		263,000		710		191,222		2,208		139,984		2,072
Time deposits	—		—		—		—		11,185		109		11,185		109
Total not designated as hedging instruments			104,305				37,455				91,260				89,849
Gross derivatives before netting			$	104,305			$	37,455			$	91,260			$	89,889
Less: Legally enforceable master netting agreements			10,410				10,410				5,322				5,322
Less: Cash collateral pledged/received			1,408				11,365				27,593				63
Total derivative instruments, after netting(b)			$	92,487			$	15,680			$	58,345			$	84,504

(a) Mortgage derivative assets include interest rate lock commitments and mortgage derivative liabilities include forward commitments.

(b) The fair values of derivative assets are included in other assets, while the fair values of derivative liabilities are included in accrued expenses and other liabilities, on the consolidated balance sheets.

The following table presents amounts that were recorded on the consolidated balance sheets related to cumulative basis adjustment for fair value hedges:

	Line Item on the Consolidated Balance Sheets in Which the Hedged Item is Included
	Carrying Amount of the Hedged Assets/(Liabilities)		Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)(b)
($ in Thousands)	December 31, 2019
Loans and investment securities available for sale(a)	$	505,371	$	5,371
Total	$	505,371	$	5,371

(a) These amounts include the amortized cost basis of closed portfolios used to designated hedging relationships in which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. At December 31, 2019, the amortized cost basis of the closed portfolios used in these hedging relationships was $893 million; the positive cumulative basis adjustments associated with these hedging relationships was approximately $5 million; and the amounts of the designated hedged items were $500 million which were terminated during the fourth quarter of 2019.

(b) The balance includes $5 million of hedging adjustment on discontinued hedging relationships.

The table below identifies the effect of fair value hedge accounting on the Corporation's consolidated statements of income during the twelve months ended December 31, 2019:

	Location and Amount of Gain or (Loss) Recognized on Consolidated Statements of Income in Fair Value and Cash Flow Hedging Relationships
	Year Ended December 31, 2019				Year Ended December 31, 2018
($ in Thousands)	Interest Income		Other Income (Expense)		Interest Income		Other Income (Expense)
Total amounts of income and expense line items presented on the consolidated statements of income in which the effects of fair value or cash flow hedges are recorded(a)	$	(448)	$	—	$	(1,325)	$	—
The effects of fair value and cash flow hedging: Gain or (loss) on fair value hedging relationships in Subtopic 815-20
Interest contracts
Hedged items	5,871		—		(502)		—
Derivatives designated as hedging instruments(a)	(6,319)		—		(823)		—

(a) Includes net settlements on the derivatives

The table below identifies the effect of derivatives not designated as hedging instruments on the Corporation's consolidated statements of income during the twelve months ended December 31, 2019 and 2018:

	Consolidated Statements of Income Category of Gain / (Loss) Recognized in Income	For the Year Ended December 31,
($ in Thousands)		2019		2018
Derivative Instruments
Interest rate-related instruments — customer and mirror, net	Capital market fees, net	$	(1,393)	$	(316)
Interest rate lock commitments (mortgage)	Mortgage banking, net	319		670
Forward commitments (mortgage)	Mortgage banking, net	1,362		(1,759)
Foreign currency exchange forwards	Capital market fees, net	132		(110)
Commodity contracts	Capital market fees, net	(1,763)		(314)

XML

Premises and Equipment

12 Months Ended

Dec. 31, 2019

Property, Plant and Equipment [Abstract]

Premises and Equipment

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 is as follows:

		2019						2018
($ in Thousands)	Estimated Useful Lives	Cost		Accumulated Depreciation		Net Book Value		Net Book Value
Land	—	$	69,649	$	—	$	69,649	$	67,737
Land improvements	3 – 15 years	17,868		8,513		9,355		7,212
Buildings and improvements	5 – 39 years	394,191		163,833		230,358		212,536
Computers	3 – 5 years	47,291		34,049		13,242		12,392
Furniture, fixtures and other equipment	3 – 15 years	176,023		122,681		53,342		49,891
Operating leases	—	53,982		8,602		$	45,381	$	—
Leasehold improvements	3 – 15 years	36,842		22,884		13,958		13,457
Total premises and equipment		$	795,846	$	360,562	$	435,284	$	363,225

Depreciation and amortization of premises and equipment totaled $34 million for both 2019 and 2018, and totaled $32 million in 2017.

During 2019, the Corporation acquired properties as a result of the Huntington branch acquisition which resulted in an increase in the net book value of buildings and improvements from 2018.On January 1, 2019, the Corporation adopted ASU 2016-02 using a modified retrospective approach which required operating leases to be capitalized on the consolidated balance sheets. This resulted in a right-of-use asset of $45 million at December 31, 2019 compared to zero at December 31, 2018. See Note 7 for additional information on operating leases.

XML

Acquisition

12 Months Ended

Dec. 31, 2019

Business Combinations [Abstract]

Acquisition

Acquisitions

2019 Completed Acquisitions:

Huntington Wisconsin Branch Acquisition

On June 14, 2019, the Corporation completed its acquisition of the Wisconsin branches of Huntington. The Corporation paid a 4% premium on acquired deposits. The conversion of the branches happened simultaneously with the close of the transaction and the acquisition expanded the Bank's presence into 13 new Wisconsin communities. As a result of the acquisition and other consolidations, a net of 14 branch locations were added.

The Huntington branch acquisition constituted a business combination. The acquisition has been accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair value on the acquisition date. The determination of estimated fair values required management to make certain estimates that are subjective in nature and may require adjustments upon the availability of new information regarding facts and circumstances which existed at the date of acquisition (i.e., appraisals) for up to a year following the acquisition.

The Corporation recorded approximately $7 million in goodwill related to the Huntington branch acquisition during the second quarter of 2019 and approximately $210,000 during the third quarter of 2019. Upon review of information relating to events

and circumstances existing at the acquisition date, and in accordance with applicable accounting guidance, the Corporation remeasured select previously reported fair value amounts. The adjustment to goodwill was driven by an update that decreased the fair value of furniture acquired. Goodwill created by the acquisition is tax deductible. See Note 5 for additional information on goodwill, as well as the carrying amount and amortization of core deposit intangible assets related to the Huntington branch acquisition.

The following table presents the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date related to Huntington branch acquisition:

($ in Thousands)	Purchase Accounting Adjustments		June 14, 2019
Assets
Cash and cash equivalents	$	—	$	551,250
Loans	(1,552)		116,346
Premises and equipment, net	4,800		22,430
Goodwill			7,286
Core deposit intangibles (included in other intangible assets, net on the face of the Consolidated Balance Sheets)	22,630		22,630
Other real estate owned (included in other assets on the face of the Consolidated Balance Sheets)	(2,561)		5,263
Others assets	$	—	559
Total assets			$	725,764
Liabilities
Deposits	$	156	$	725,173
Other liabilities	$	70	590
Total liabilities			$	725,764

For a description of the methods used to determine the fair value of significant assets and liabilities presented on the balance sheet above see Assumptions section of this Note.

2019 Pending Acquisitions:

On July 25, 2019, the Corporation entered into an agreement to acquire Illinois-based First Staunton for cash consideration of approximately $76 million. Regulatory approval for the transaction was received from the OCC on October 10, 2019. The transaction is subject to customary closing conditions, and is expected to close in February 2020.

2018 Completed Acquisitions:

Bank Mutual Acquisition

On February 1, 2018, the Corporation completed its acquisition of Bank Mutual in a stock transaction valued at approximately $482 million. Bank Mutual was a diversified financial services company headquartered in Milwaukee, Wisconsin. The merger resulted in a combined company with a larger market presence in markets the Corporation currently operates in, as well as expansion into nearly a dozen new markets.

Under the terms of the Agreement and Plan of Merger dated July 20, 2017 (the "Merger Agreement"), Bank Mutual’s shareholders received 0.422 shares of the Corporation's common stock for each share of Bank Mutual common stock. The Corporation issued approximately 19.5 million shares for a total deal value of approximately $482 million based on the closing sale price of a share of common stock of the Corporation on January 31, 2018. The banking subsidiary of Bank Mutual merged with and into Associated Bank, N.A. on June 24, 2018.

Goodwill related to the Bank Mutual acquisition increased $6 million during the second quarter of 2018 and an additional $2 million during the third quarter of 2018 to $175 million. Goodwill created by the acquisition of Bank Mutual is not tax deductible.

The following table presents the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date related to Bank Mutual:

($ in Thousands)	Purchase Accounting Adjustments		February 1, 2018
Assets
Cash and cash equivalents	$	—	$	78,052
Investment securities	(6,238)		452,867
Federal Home Loan Bank stock, at cost	—		20,026
Loans	(48,043)		1,875,877
Premises and equipment, net	2,930		42,689
Bank owned life insurance	(24)		65,390
Goodwill			175,499
Core deposit intangibles (included in other intangible assets, net on the face of the Consolidated Balance Sheets)	58,100		58,100
Other real estate owned (included in other assets on the face of the Consolidated Balance Sheets)	199		4,848
Others assets	$	7,054	47,158
Total assets			$	2,820,506
Liabilities
Deposits	$	2,498	$	1,840,950
Other borrowings	1,875		431,886
Other liabilities	$	4,487	65,982
Total liabilities			$	2,338,818
Total consideration paid			$	481,688

For a description of the methods used to determine the fair value of significant assets and liabilities presented on the balance sheet above see Assumptions section of this Note.

For loans acquired, the contractual amounts due, expected cash flows to be collected, interest component, and fair value as of the respective acquisition dates were as follows:

	February 1, 2018
($ in Thousands)	Acquired Performing Loans		Acquired Impaired Loans		Total
Contractual required principal and interest at acquisition	$	1,899,932	$	23,988	$	1,923,920
Contractual cash flows not expected to be collected (nonaccretable discount)	—		(1,866)		(1,866)
Expected cash flows at acquisition	1,899,932		22,122		1,922,054
Interest component of expected cash flows (accretable discount)	(41,324)		(4,853)		(46,177)
Fair value of acquired loans	$	1,858,608	$	17,269	$	1,875,877

Assumptions:

Loans: Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan, amortization status, and current discount rates. Loans were grouped together according to similar characteristics when applying various valuation techniques.

CDIs: This intangible asset represents the value of the relationships with deposit customers. The fair value was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, net maintenance cost of the deposit base, alternative cost of funds, and the interest costs associated with customer deposits. The CDIs are being amortized on a straight-line basis over 10 years.

Time deposits: The fair values for time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered to the contractual interest rates on such time deposits.

FHLB borrowings: The fair values of FHLB advances are estimated based on quoted market prices for the instrument if available, or for similar instruments if not available, or by using discounted cash flow analyses, based on current incremental borrowing rates for similar types of instruments.

XML

Stock-Based Compensation (Details) - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Intrinsic value of stock options exercised	$ 4	$ 10	$ 13
Total fair value of vested stock options	$ 3	4	4
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	0.00%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	150.00%
Performance-based Restricted Stock Award [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting Period	3 years
Term of transfer restrictions	3 years
Service-based Restricted Stock Award [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting Period	4 years
Term of transfer restrictions	4 years
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized compensation expense for vesting of stock options	$ 4	4	4
String_ShareBasedCompensationArrangementByShareBasedPaymentAwardAcceleratedCompensationCost	$1 million
Unvested share-based payment awards	$ 4
Employee Service Share Based Compensation Nonvested Awards Compensation Cost Not Yet Recognized Year For Recognition	first quarter 2023
Restricted Stock Award [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognized compensation expense for vesting of stock options	$ 21	$ 13	$ 18
Recognized compensation expense for accelerated vesting of stock options	4
Unvested share-based payment awards	$ 20
Employee Service Share Based Compensation Nonvested Awards Compensation Cost Not Yet Recognized Year For Recognition	first quarter 2023
2017 Incentive Compensation Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares remaining available for grant (in shares)	7.6
Expiration term of awards	10 years
Vesting Period	4 years

XML

Stockholders' Equity

12 Months Ended

Dec. 31, 2019

Equity [Abstract]

Stockholders' Equity

Stockholders' Equity

Preferred Equity: In June 2015, the Corporation issued 2.6 million 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. 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 depositary shares of the Corporation's Series C Preferred Stock. As of December 31, 2019, $10 million remained available under this repurchase authorization.

In September 2016, the Corporation issued 4.0 million depositary shares, each representing a 1/40th interest in a share of the Corporation’s 5.375% Non-Cumulative Perpetual Preferred Stock, Series D, liquidation preference $1,000 per share. Dividends on the Series D 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 5.375%. Shares of the Series D 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 D Preferred Stock have been declared for that period, and sufficient funds have been set aside to make payment. The Series D 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, 2021, 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 D Preferred Stock does not have any voting rights.

On July 25, 2017, the Board of Directors authorized the repurchase of up to $15 million of depositary shares of the Corporation's Series D Preferred Stock. As of December 31, 2019, $14 million remained available under this repurchase authorization.

In September 2018, the Corporation issued 4.0 million depositary shares, each representing a 1/40th interest in a share of the Corporation’s 5.875% Non-Cumulative Perpetual Preferred Stock, Series E, liquidation preference $1,000 per share. Dividends on the Series E 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 5.875%. Shares of the Series E 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 E Preferred Stock have been declared for that period, and sufficient funds have been set aside to make payment. The Series E 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 December 15, 2023, 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 E Preferred Stock does not have any voting rights.

Subsidiary Equity: At December 31, 2019, subsidiary equity equaled $3.9 billion. See Note 19 for additional information on regulatory requirements for the Bank.

Common Stock Repurchases: In 2019, the Board of Directors approved additional authorizations for the repurchase of up to $250 million of the Corporation’s common stock. During the year, the Corporation repurchased 8.2 million shares for $177 million (or an average cost per common share of $21.62).

During 2018, the Board of Directors authorized the repurchase of up to $300 million of the Corporation’s common stock. Under 2018 authorizations, and the remaining $51 million available under the 2015 authorization, the Corporation repurchased 9.5 million shares for $240 million (or an average cost per common share of $25.29).

The Corporation also repurchased shares in satisfaction of minimum tax withholding obligations in connection with settlements of equity compensation totaling approximately $9 million (397,969 shares at an average cost per common share of $21.59) during 2019 compared to approximately $7 million (292,070 shares at an average cost per common share of $24.47) during 2018.

As of December 31, 2019, approximately $184 million remained available to repurchase shares of common stock under previously approved Board of Director authorizations. The repurchase of shares will be based on market and investment opportunities, capital levels, growth prospects, and any necessary regulatory approvals and other 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)

XML

Retirement Plans, Components of Net Pension Cost for the Retirement Account Plan Tables (Details) - Pension Plan [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Net period benefit cost for the pension and postretirement plans
Service cost	$ 7,263	$ 7,540	$ 6,955
Interest cost	9,752	9,125	7,121
Expected return on plan assets	(24,332)	(23,195)	(19,646)
Amortization of prior service cost	(73)	(73)	(73)
Amortization of actuarial loss (gain)	480	2,195	2,278
Recognized settlement loss (gain)	0	809	0
Total net periodic pension cost	$ (6,910)	$ (3,600)	$ (3,365)

XML

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Business and Basis of Financial Statement Presentation

Business

Associated Banc-Corp 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 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 tax credit and other investments on the consolidated balance sheets, and the Corporation’s share of income or loss is recorded in other noninterest income, while distributions in excess of the investment are asset gains (losses), net.

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, MSRs valuation, and income taxes. Management has evaluated subsequent events for potential recognition or disclosure. Within the tables presented, certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes.

Business Combinations

Business Combinations

The Corporation accounts for its acquisitions using the purchase accounting method. Purchase accounting requires the total purchase price to be allocated to the estimated fair values of assets acquired and liabilities assumed, including certain intangible assets that must be recognized. Typically, this allocation results in the purchase price exceeding the fair value of net assets acquired, which is recorded as goodwill. Core deposit intangibles are a measure of the value of checking, money market and savings deposits acquired in business combinations accounted for under the purchase method. Core deposit intangibles and other identified intangibles with finite useful lives are amortized using the straight line method over their estimated useful lives of up to ten years.

Loans that the Corporation acquires in connection with acquisitions are recorded at fair value with no carryover of the related allowance for credit losses. Fair value of the loans involves estimating the amount and timing of principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest. The excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable discount and is recognized into interest income over the remaining life of the loan when there is a reasonable expectation about the amount and timing of such cash flows. If a reasonable expectation on the amount or timing of such cash flows can't be determined, accretion of the fair value discount for nonperforming loans will be recognized using the cost recovery method of accounting.

For purchased credit-impaired loans, the difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the non-accretable discount. The non-accretable discount includes estimated future credit losses expected to be incurred over the life of the loan. Subsequent decreases to the expected cash flows will require the Corporation to evaluate the need for an additional allowance for credit losses. Subsequent improvement in expected cash flows will result in the reversal of a corresponding amount of the non-accretable discount which the Corporation will then reclassify as accretable discount that will be recognized into interest income over the remaining life of the loan.

The Corporation accounts for performing loans acquired in business combinations using the contractual cash flows method of recognizing discount accretion based on the acquired loans’ contractual cash flows. Purchased performing loans are recorded at fair value, including credit, interest, and liquidity discounts. The fair value discount is accreted as an adjustment to yield over the estimated lives of the loans. There is no allowance for loan losses established at the acquisition date for purchased performing loans. A provision for loan losses is recorded for any further deterioration in these loans subsequent to the acquisition. See Note 2 for additional information on the Corporation's acquisitions.

Investment Securities

Investment Securities

Securities are classified as held to maturity, available for sale, or equity on the consolidated balance sheets 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 OCI. Investment securities classified as equity securities are carried at fair value with changes in fair value immediately reflected in the consolidated statements of 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, on 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 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 OCI. Declines in value determined to be other-than-temporary are included in investment securities gains (losses), net, on the consolidated statements of income. See Note 3 for additional information on investment securities.

Federal Home Loan Bank (FHLB) and Federal Reserve Bank Stocks

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 Held for Sale

Loans Held for Sale

Residential 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 estimated fair value. As a result of holding these loans at fair value, changes in the secondary market is reflected in earnings immediately, as opposed to being dependent upon the timing of sales. The estimated fair value is based on what secondary markets are currently offering for portfolios with similar characteristics.

Commercial Loans Held for Sale: Loans held for sale are carried at the lower of cost or estimated fair value. The estimated fair value is based on a discounted cash flow analysis.

Loans

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. See also Note 4 for additional information on loans.

Nonaccrual Loans: 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.

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.

Troubled Debt Restructurings (Restructured Loans)

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. See Note 4 for additional information on restructured loans.

Allowance for Loan Losses

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.

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, and other consumer, are collectively evaluated for impairment.

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 above for further policy discussion and see Note 4 for additional information on the allowance for loan losses.

Other Real Estate Owned

OREO

OREO is included in other assets on 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. OREO 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. OREO 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.

Allowance for Unfunded Commitments

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 on the consolidated balance sheets. The determination of the appropriate level of the allowance for unfunded commitments is based upon an evaluation of the unfunded credit facilities, including an assessment of historical commitment utilization experience and credit risk grading of the loan. Net adjustments to the allowance for unfunded commitments are included in the provision for credit losses on the consolidated statements of income. See Note 4 and Note 16 for additional information on the allowance for unfunded commitments.

Premises and Equipment and Software

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, including extension options which the Corporation has determined are reasonably certain to be exercised, or the estimated useful lives of the improvements. Software, included in other assets on 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.

Leases

Leases

The Corporation determines if a lease is present at the inception of an agreement. Operating leases are capitalized at commencement and are discounted using the Corporation’s FHLB borrowing rate for a similar term borrowing unless the lease defines an implicit rate within the contract. Leases with original terms of less than 12 months are not capitalized. For operating leases existing prior to January 1, 2019, the rate for the remaining lease term as of January 1, 2019 was used.

Right-of-use assets represent the Corporation’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease right-of-use assets and operating lease liabilities are recognized on the lease commencement date based on the present value of lease payments over the lease term. No significant judgments or assumptions were involved in developing the estimated operating lease liabilities as the Corporation’s operating lease liabilities largely represent future rental expenses associated with operating leases and the borrowing rates are based on publicly available interest rates.

The lease term includes options to extend or terminate the lease. These options to extend or terminate are assessed on a lease-by-lease basis and adjustments are made to the right-of-use asset and lease liability if the Corporation is reasonably certain that an option will be exercised and will be expensed on a straight-line basis. Operating and finance leases are included within premises and equipment, net and other assets, respectively, on the consolidated balance sheets. See Note 7 for additional information on leases.

Goodwill and Intangible Assets

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 a straight-line basis to expense over a 10-year period. The other intangibles have estimated finite lives and are amortized on a straight-line basis over their expected useful life. 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

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, an MSRs asset is capitalized, which represents the then current fair value of future net cash flows expected to be realized for performing servicing activities. MSRs, 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. MSRs are amortized in proportion to and over the period of estimated net servicing income, and assessed for impairment at each reporting date. MSRs are carried at the lower of the initial capitalized amount, net of accumulated amortization, or estimated fair value, and included in other intangible assets, net, on the consolidated balance sheets.

The Corporation periodically evaluates its MSRs 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 MSRs asset generally decreases, requiring additional valuation

reserve. Conversely, as mortgage interest rates rise, prepayment speeds are usually slower and the value of the MSRs 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 MSRs 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 MSRs 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 MSRs asset and valuation allowance, precluding subsequent recoveries. See Note 5 for additional information on MSRs.

Income Taxes

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 DTAs, management considers whether it is more likely than not that some portion or all of the DTAs will not be realized. The ultimate realization of DTAs 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.

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, 2019 and 2018, 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 impacted. See Note 13 for additional information on income taxes.

Derivative and Hedging Activities

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. Amounts within accumulated other comprehensive income are reclassified into earnings in the period the hedged item affects earnings. For a derivative designated as a free-standing derivative instrument, changes in fair value are reported in current period earnings. The free-standing derivative instruments included: interest rate risk management, commodity hedging, and foreign currency exchange solutions.

The Corporation is exposed to counterparty credit risk, which is the risk that counterparties to the derivative contracts do not perform as expected. If a counterparty fails to perform, our counterparty credit risk is equal to the amount reported as a derivative asset on our balance sheet. The Corporation uses master netting arrangements to mitigate counterparty credit risk in derivative transactions. To the extent the derivatives are subject to master netting arrangements, the Corporation takes into account the impact of master netting arrangements that allow the Corporation to settle all derivative contracts executed with the same counterparty on a net basis, and to offset the net derivative position with the related cash collateral. In the third quarter of 2019, the Corporation elected to offset derivative transactions with the same counterparty on the consolidated balance sheets when a derivative transaction has a legally enforceable master netting arrangement and when it is eligible for netting. Derivative balances and related cash collateral are presented net on the consolidated balance sheets. Refer to Change in Accounting Policy section within this note for additional discussion.

Securities Sold Under Agreement to Repurchase

Securities Sold Under Agreement to Repurchase

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. These repurchase agreements are accounted for as collateralized financing arrangements (i.e., secured borrowings 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)) 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 obligation to repurchase the securities is reflected as a liability within federal funds purchased and securities sold under agreements to repurchase on the Corporation’s consolidated balance sheets, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. See Notes 9 and 15 for additional information on repurchase agreements.

Retirement Plan

Retirement Plans

The funded status of the retirement plans is recognized as an asset or liability on the consolidated balance sheets and changes in that funded status are recognized in the year in which the changes occur through OCI. 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

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. Performance awards are based on performance goals of earnings per share and total shareholder return with vesting ranging from a minimum of 0% to a maximum of 150% of the target award. Performance awards are valued utilizing a Monte Carlo simulation model to estimate fair value of the awards at the grant date. 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. 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 on the consolidated statements of income. See Note 11 for additional information on stock-based compensation.

Comprehensive Income

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 postretirement plans. Comprehensive income is reported on 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 Measurements

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

Cash, Cash Equivalents, and Restricted Cash

For purposes of the consolidated statements of cash flows, cash, cash equivalents, and restricted cash are considered to include cash and due from banks, interest-bearing deposits in other financial institutions, federal funds sold and securities purchased under agreements to resell.

Earnings Per Common Share

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 and unvested restricted stock awards) and common stock warrants. See Note 20 for additional information on earnings per common share.

Change in Accounting Policy

Change in Accounting Policy

The Corporation enters into ISDA master netting agreements with a portion of the Corporation’s derivative counterparties. Where legally enforceable, these master netting agreements give the Corporation, in the event of default by the counterparty, the right to liquidate securities and offset cash with the same counterparty. Under ASC 815-10-45-5, payables and receivables in respect of cash collateral received from or paid to a given counterparty can be offset against derivative fair values under a master netting arrangement. GAAP does not permit similar offsetting for security collateral. Prior to the third quarter of 2019, the Corporation elected to account for all derivatives’ fair values and related cash collateral on a gross basis on its consolidated balance sheets. In the third quarter of 2019, the Corporation elected to offset derivative assets and liabilities and cash collateral with the same counterparty where it has a legally enforceable master netting agreement in place. The change had no impact on either earnings or equity. The Corporation believes that this change is a preferable method of accounting as it provides a better reflection of the assets and liabilities on the face of the consolidated balance sheets. Adoption of this change is voluntary and has been adopted retrospectively with all prior periods presented herein being revised for comparability and as required. A reduction of $33 million was reflected between other assets as well as accrued expenses and other liabilities as of December 31, 2018 on the consolidated balance sheets.

Change in Accounting Estimate

Change in Accounting Estimate

During the third quarter of 2019, the Corporation reassessed its estimate of the useful lives of certain fixed assets. The Corporation revised its original useful life estimate from 7 years to 12 years for furniture assets. This is considered a change in accounting estimate, per ASC 250-10, where adjustments should be made prospectively. The impact of this change in accounting estimate for the year ended December 31, 2019 to net income on the consolidated statements of income and premises and equipment, net on the consolidated balance sheets was approximately $915,000.

Recently Issued Authoritative Accounting Guidance

Recently Issued Authoritative Accounting Guidance

Standard	Description	Date of adoption	Effect on financial statements
ASU 2019-07 Codification Updates to SEC Sections-Amendments to SEC Paragraphs Pursuant to SEC Final Releases No. 33-10532, Disclosure Updates and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates	The FASB issued this amendment to align the guidance in various SEC sections of the Codification with the requirements of certain SEC final rules. This amendment became effective upon issuance.	3rd Quarter 2019	No material impact on results of operations, financial position and liquidity.
ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments	The FASB issued this amendment to clarify certain aspects of accounting for credit losses, hedging activities, and financial instruments. Within ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, the amendment allows an entity to designate partial-term fair value hedges of interest rate risk and measure the hedged item by using an assumed maturity, clarifies that an entity can start to amortize the hedged items basis adjustment in a fair value hedge, and it requires entities to disclose for fair value hedging relationships the carrying amounts of hedged assets and liabilities and the cumulative amount of fair value hedge basis adjustments. In addition, it permits a one-time election to reclassify securities that could be used in a hedge from held to maturity to available for sale without risk of tainting the remainder of the held to maturity portfolio. For entities that have adopted the amendments in Update 2017-12 as of the issuance date of this Update, the effective date is as of the beginning of the first annual period beginning after the issuance date of this Update. For those entities, early adoption was permitted, including adoption on any date on or after the issuance of this Update.	3rd Quarter 2019	During the third quarter of 2019, the Corporation made a one-time election to transfer municipal securities with an amortized cost of $692 million from held to maturity to available for sale.
ASU-2018-15 Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract	The FASB issued an amendment which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The amendments in this Update require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The amendments also require the entity (customer) to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. The amendment is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Entities were required to apply the amendment either retrospectively or prospectively to all implementation costs incurred after the date of adoption. Early adoption was permitted.	1st Quarter 2019	The Corporation elected to early adopt this amendment using the prospective approach. No material impact on results of operation, financial position or liquidity.
ASU 2018-09 Codification Improvements	The FASB issued an amendment which affects a wide variety of Topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance. The amendments in this Update represent changes to clarify, correct errors in, or make minor improvements to the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. The transition and effective date guidance is based on the facts and circumstances of each amendment. Some of the amendments in this Update did not require transition guidance and were effective upon issuance of this Update. However, many of the amendments in this Update did have transition guidance with effective dates for annual periods beginning after December 15, 2018. There are some conforming amendments in this Update that have been made to recently issued guidance that is not yet effective that may require application of the transition and effective date guidance in the original ASU.	1st Quarter 2019	No material impact on results of operations, financial position and liquidity.

Standard	Description	Date of adoption	Effect on financial statements
ASU 2016-02 Leases (Topic 842)	The FASB issued an amendment to provide transparency and comparability among organizations by recognizing lease assets and lease liabilities on the consolidated balance sheets and disclosing key information about leasing arrangements. This amendment required lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and 2) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. This amendment was effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities could elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. Early adoption was permitted. ASU 2018-01 permits an entity to elect an optional transition practical expedient to not evaluate under Topic 842 land easements that exist or expired before the entity's adoption of Topic 842. ASU 2018-10 was issued as improvements and clarifications of ASU 2016-02 were identified. This Update provides clarification on narrow aspects of the previously issued Updates. ASU 2018-11 was issued to provide entities with an additional (and optional) transition method to adopt the new leases standard under ASU 2016-02. ASU 2019-01 was issued to assist in determining the fair value of underlying assets by lessors, address the presentation to the statements of cash flows, and clarify transition disclosures related to Topic 250.	1st Quarter 2019	The Corporation has adopted this amendment utilizing a modified retrospective approach. At adoption, a right-of-use asset and corresponding lease liability were recognized on the consolidated balance sheets for $52 million and $56 million, respectively. See Note 7 for expanded disclosure requirements.

Future Accounting Pronouncements

The expected impact of accounting pronouncements recently issued or proposed but not yet required to be adopted are discussed in the table below. To the extent that the adoption of new accounting standards materially affect the Corporation’s financial condition, results of operations, or liquidity, the impacts are discussed in the applicable sections of this financial review.

Standard	Description	Date of anticipated adoption	Effect on financial statements
ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	The FASB issued an amendment to replace the current incurred loss impairment methodology. Under the new guidance, entities will be required to measure expected credit losses by utilizing forward-looking information to assess an entity's allowance for credit losses. The guidance also requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. This amendment is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Entities should apply the amendment by means of a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. ASU 2018-19 was issued to clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. ASU 2019-04 was issued and provides entities alternatives for measurement of accrued interest receivable, clarifies the steps entities should take when recording the transfer of loans or debt securities between measurement classifications or categories and clarifies that entities should include expected recoveries on financial assets. ASU 2019-05 was issued to provide entities that have certain instruments within the scope of Subtopic 320-20 with an option to irrevocably elect the fair value option in Subtopic 825-10. ASU 2019-11 was issued to clarify and address stakeholders' specific issues relating to expected recoveries on purchased credit deteriorated assets and transition and disclosure relief related to troubled debt restructured loans and accrued interest, respectively. Early adoption is permitted.	1st Quarter 2020	The Corporation has developed a CECL allowance model which calculates reserves over the life of the loan and is largely driven by portfolio characteristics, risk-grading, economic outlook, and other key methodology assumptions. Those assumptions are based upon the existing probability of default and loss given default framework. In addition, analysis derived from the Corporation's stress testing processes have been leveraged in the development of CECL models. The Corporation will utilize a single economic forecast over a 2-year reasonable and supportable forecast period. In the second year the Corporation will use straight-line reversion to historical losses. The Corporation's cross functional team will periodically refine the model as needed. The Corporation expects to incur a $70 to $80 million after-tax charge which will decrease the opening stockholders' equity balance as of January 1, 2020. A majority of the increase is the result of economic uncertainty and unfunded commitments. The total estimated impact equates to a 21 to 24 basis point decrease to the tangible common equity ratio. The Corporation anticipates increases in the allowance for credit losses on longer dated portfolios and decreases in the shorter dated portfolios. The Corporation is in the process of finalizing the review of the most recent model run and finalizing assumptions including qualitative adjustments, probable troubled debt restructurings, and economic forecasts.

Standard	Description	Date of anticipated adoption	Effect on financial statements
ASU 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement	The FASB issued an amendment to add, modify, and remove disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the FASB Concepts Statement "Conceptual Framework for Financial Reporting", including the consideration of costs and benefits. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted.	1st Quarter 2020	Upon adoption, the Corporation will have a slight change in presentation, and an immaterial impact to its results of operations, financial position, and liquidity.
ASU 2017-04 Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment	The FASB issued an amendment to simplify the subsequent quantitative measurement of goodwill by eliminating step two from the goodwill impairment test. Instead, an entity will perform only step one of its quantitative goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and then recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity will still have the option to perform a qualitative assessment for a reporting unit to determine if the quantitative step one impairment test is necessary. This amendment is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Entities should apply the amendment prospectively. Early adoption is permitted, including in an interim period, for impairment tests performed after January 1, 2017.	2nd Quarter 2020, consistent with the Corporation's annual impairment test in May of each year	The Corporation is currently evaluating the impact on its results of operations, financial position, and liquidity. The Corporation has not had to perform a step one quantitative analysis since 2012, which concluded no impairment was necessary.
ASU 2018-14 Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans	The FASB issued an amendment to modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments also added requirements to disclose the weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates and an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. The amendment also clarifies the disclosure requirements in paragraph 715-20-50-3, which states that certain information for defined benefit pension plans should be disclosed. The amendments in this Update remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. The amendment is effective for fiscal years ending after December 15, 2020. Entities should apply the amendments in this Update on a retrospective basis to all periods presented. Early adoption is permitted.	1st Quarter 2021	The Corporation is currently evaluating the impact on its results of operations, financial position and liquidity.
ASU 2019-12 Income Taxes (Topic 740)-Simplifying the Accounting for Income Taxes	The FASB issued this amendment to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendment also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted.	1st Quarter 2021	The Corporation is currently evaluating the impact on its results of operations, financial position and liquidity.

XML

Parent Company Only Financial Information, Balance Sheet (Details) - USD ($) $ in Thousands		Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Assets
Cash and due from banks		$ 373,380	$ 507,187
Interest-bearing deposits in other financial institutions		207,624	221,226
Other assets(a)	[1]	597,242	516,538
Total assets		32,386,478	33,615,122
Liabilities and stockholders' equity
Commercial paper		32,016	45,423
Subordinated notes, at par		250,000	250,000
Long-term funding capitalized costs		2,866	4,389
Total long-term funding		3,210,310
Other Liabilities		489,868	409,787
Total liabilities		28,464,355	29,834,235
Preferred equity		256,716	256,716
Common equity		1,752	1,752
Total stockholders’ equity		3,922,124	3,780,888	$ 3,237,443	$ 3,091,312
Total liabilities and stockholders’ equity		32,386,478	33,615,122
Parent Company Only
Assets
Cash and due from banks		17,427	16,245
Interest-bearing deposits in other financial institutions		27,186	38,374
Notes and interest receivable from subsidiaries		201,551	453,615
Investments in and receivable due from subsidiaries		3,925,596	3,787,574
Other assets(a)		46,234	47,448
Total assets		4,217,994	4,343,256
Liabilities and stockholders' equity
Commercial paper		32,016	45,423
Senior notes, at par		0	250,000
Subordinated notes, at par		250,000	250,000
Long-term funding capitalized costs		(1,428)	(2,043)
Total long-term funding		248,572	497,957
Other Liabilities		15,282	18,988
Total liabilities		295,870	562,368
Preferred equity		256,716	256,716
Common equity		3,665,407	3,524,171
Total stockholders’ equity		3,922,124	3,780,888
Total liabilities and stockholders’ equity		$ 4,217,994	$ 4,343,256

[1] (a) During the third quarter of 2019, the Corporation made a change in accounting policy to offset derivative assets and liabilities and cash collateral with the same counterparty where it has a legally enforceable master netting agreement in place. The change had no impact on either earnings or equity. The Corporation believes that this change is a preferable method of accounting as it provides a better reflection of the assets and liabilities on the face of the consolidated balance sheets. Adoption of this change was voluntary and has been adopted retrospectively with all prior periods presented herein revised.

XML

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of core deposit intangibles and other intangibles

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

($ in Thousands)	2019		2018		2017
Core deposit intangibles
Gross carrying amount	$	80,730	$	58,100	$	4,385
Accumulated amortization	(12,456)		(5,326)		(4,385)
Net book value	$	68,274	$	52,774	$	—
Additions during the period	$	22,630	$	58,100	$	—
Amortization during the year	$	7,130	$	5,326	$	112
Other intangibles
Gross carrying amount	$	44,887	$	44,931	$	34,572
Reductions due to sale	(217)		(43)		—
Accumulated amortization	(24,643)		(21,825)		(18,992)
Net book value	$	20,027	$	23,062	$	15,580
Additions during the period	$	—	$	10,359	$	2,162
Amortization during the year	$	2,818	$	2,833	$	1,847

Summary of changes in balance of mortgage servicing rights asset and mortgage servicing rights valuation allowance

A summary of changes in the balance of the MSRs asset and the MSRs valuation allowance is as follows:

($ in Thousands)	2019			2018			2017
Mortgage servicing rights
Mortgage servicing rights at beginning of year	$	68,433		$	59,168		$	62,085
Additions from acquisition	—			8,136			—
Additions	11,606			10,722			7,167
Amortization	(12,432)			(9,594)			(10,084)
Mortgage servicing rights at end of year	$	67,607		$	68,433		$	59,168
Valuation allowance at beginning of year	(239)			(784)			(609)
(Additions) recoveries, net	(63)			545			(175)
Valuation allowance at end of year	(302)			(239)			(784)
Mortgage servicing rights, net	$	67,306		$	68,193		$	58,384
Fair value of mortgage servicing rights	$	72,532		$	81,012		$	64,387
Portfolio of residential mortgage loans serviced for others (“servicing portfolio”)	$	8,484,977		$	8,600,983		$	7,646,846
Mortgage servicing rights, net to servicing portfolio	0.79		%	0.79		%	0.76		%
Mortgage servicing rights expense(a)	$	12,494		$	9,049		$	10,259

(a) 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 on the consolidated statements of income.

Summary of estimated future amortization expense

The projections of amortization expense are based on existing asset balances, the current interest rate environment, and prepayment speeds as of December 31, 2019. 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. The following table shows the estimated future amortization expense for amortizing intangible assets:

($ in Thousands)	Core Deposit Intangibles		Other Intangibles		Mortgage Servicing Rights
Year ending December 31,
2020	$	8,073	$	2,681	$	10,628
2021	8,073		2,656		11,481
2022	8,073		2,633		9,576
2023	8,073		2,614		7,967
2024	8,073		2,594		6,621
Beyond 2024	27,909		6,850		21,336
Total Estimated Amortization Expense	$	68,274	$	20,027	$	67,607

XML

Derivative and Hedging Activities (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Investment securities pledged as collateral	$ 57	$ 36
Derivative collateral right to reclaim cash	$ 14	$ 1

XML

Derivative and Hedging Activities, Derivative Instruments Not Designated as Hedging Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Asset
Derivative Instruments Designated/Not Designated as Hedging Instruments
Derivatives (trading and other assets), fair value	$ 104,305	$ 91,260
Derivative Asset, Fair Value, Gross Liability	10,410	5,322
Cash Collateral Received	1,408	27,593
Net Amounts Presented on the Consolidated Balance Sheets	92,487	58,345
Liability
Derivative Instruments Designated/Not Designated as Hedging Instruments
Derivatives (trading and other liabilities), fair value	37,455	89,889
Derivative Liability, Fair Value, Gross Asset	10,410	5,322
Cash Collateral Pledged	11,365	63
Net Amounts Presented on the Consolidated Balance Sheets	15,680	84,504
Designated as hedging instruments | Asset | Interest rate-related instruments
Derivative Instruments Designated/Not Designated as Hedging Instruments
Derivative Asset, Notional Amount	0	0
Derivatives (trading and other assets), fair value	0	0
Designated as hedging instruments | Liability | Interest rate-related instruments
Derivative Instruments Designated/Not Designated as Hedging Instruments
Derivative Liability, Notional Amount	0	500,000
Derivatives (trading and other liabilities), fair value	0	40
Not designated as hedging instruments | Asset
Derivative Instruments Designated/Not Designated as Hedging Instruments
Derivatives (trading and other assets), fair value	104,305	91,260
Not designated as hedging instruments | Asset | Interest Rate Related Instruments Customer and Mirror
Derivative Instruments Designated/Not Designated as Hedging Instruments
Derivative Asset, Notional Amount	3,029,877	2,707,204
Derivatives (trading and other assets), fair value	77,024	52,796
Not designated as hedging instruments | Asset | Foreign currency exchange forwards
Derivative Instruments Designated/Not Designated as Hedging Instruments
Derivative Asset, Notional Amount	272,636	117,879
Derivatives (trading and other assets), fair value	4,226	721
Not designated as hedging instruments | Asset | Commodity contracts
Derivative Instruments Designated/Not Designated as Hedging Instruments
Derivative Asset, Notional Amount	255,089	331,727
Derivatives (trading and other assets), fair value	20,528	35,426
Not designated as hedging instruments | Asset | Mortgage banking(a)
Derivative Instruments Designated/Not Designated as Hedging Instruments
Derivative Asset, Notional Amount	255,291	191,222
Derivatives (trading and other assets), fair value	2,527	2,208
Not designated as hedging instruments | Asset | Time deposits
Derivative Instruments Designated/Not Designated as Hedging Instruments
Derivative Asset, Notional Amount	0	11,185
Derivatives (trading and other assets), fair value	0	109
Not designated as hedging instruments | Liability
Derivative Instruments Designated/Not Designated as Hedging Instruments
Derivatives (trading and other liabilities), fair value	37,455	89,849
Not designated as hedging instruments | Liability | Interest Rate Related Instruments Customer and Mirror
Derivative Instruments Designated/Not Designated as Hedging Instruments
Derivative Liability, Notional Amount	3,029,877	2,707,204
Derivatives (trading and other liabilities), fair value	13,073	52,653
Not designated as hedging instruments | Liability | Foreign currency exchange forwards
Derivative Instruments Designated/Not Designated as Hedging Instruments
Derivative Liability, Notional Amount	264,653	69,153
Derivatives (trading and other liabilities), fair value	4,048	675
Not designated as hedging instruments | Liability | Commodity contracts
Derivative Instruments Designated/Not Designated as Hedging Instruments
Derivative Liability, Notional Amount	255,165	315,861
Derivatives (trading and other liabilities), fair value	19,624	34,340
Not designated as hedging instruments | Liability | Mortgage banking(a)
Derivative Instruments Designated/Not Designated as Hedging Instruments
Derivative Liability, Notional Amount	263,000	139,984
Derivatives (trading and other liabilities), fair value	710	2,072
Not designated as hedging instruments | Liability | Time deposits
Derivative Instruments Designated/Not Designated as Hedging Instruments
Derivative Liability, Notional Amount	0	11,185
Derivatives (trading and other liabilities), fair value	$ 0	$ 109

XML

Regulatory Matters (Details Textuals) $ in Millions	Dec. 31, 2019 USD ($)
Banking and Thrift [Abstract]
Required minimum cash and reserve balances	$ 189

XML

Segment Reporting (Details Textuals)	12 Months Ended
	Dec. 31, 2019 segment
Segment Reporting, Measurement Disclosures [Abstract]
Number of Reportable Segments	3

XML

Huntington Acquisition (Details) - USD ($) $ in Thousands	Jun. 14, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
June 14, 2019
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities		$ 725,764	$ 2,340,323	$ 54
Huntington National Bank
Purchase Accounting Adjustments
Cash and Cash Equivalents	$ 0
Loans	(1,552)
Premises and equipment, net	4,800
Core deposit intangibles (included in other intangible assets, net on the face of the Consolidated Balance Sheets)	22,630
Other real estate owned (included in other assets on the face of the Consolidated Balance Sheets)	(2,561)
Others assets	0
Deposits	156
Other liabilities	70
June 14, 2019
Cash and cash equivalents	551,250
Loans	116,346
Premises and equipment, net	22,430
Goodwill	7,286
Core deposit intangibles (included in other intangible assets, net on the face of the Consolidated Balance Sheet)	22,630
Other real estate owned (included in other assets on the face of the Consolidated Balance Sheets)	5,263
Other Assets	559
Total assets	725,764
Deposits	725,173
Other Liabilities	590
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities	$ 725,764

XML

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2019

Segment Reporting [Abstract]

Selected segment information

Information about the Corporation’s segments is presented below:

	Corporate and Commercial Specialty
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Net interest income	$	450,532	$	457,613	$	360,789
Net intersegment interest income (expense)	(76,064)		(56,356)		(3,737)
Segment net interest income	374,467		401,258		357,051
Noninterest income	53,282		52,321		52,297
Total revenue	427,749		453,578		409,348
Credit provision	52,382		44,592		42,298
Noninterest expense	156,348		160,399		156,890
Income (loss) before income taxes	219,019		248,587		210,160
Income tax expense (benefit)	41,209		47,850		71,655
Net income	$	177,809	$	200,737	$	138,505
Allocated goodwill	$	525,836	$	524,525	$	428,000

	Community, Consumer, and Business
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Net interest income	$	332,850	$	357,245	$	316,008
Net intersegment interest income (expense)	103,468		87,737		45,353
Segment net interest income	436,318		444,982		361,361
Noninterest income	307,750		295,647		266,250
Total revenue	744,067		740,629		627,611
Credit provision	20,043		20,083		20,400
Noninterest expense	547,423		541,771		490,567
Income (loss) before income taxes	176,601		178,775		116,645
Income tax expense (benefit)	37,105		37,543		40,826
Net income	$	139,496	$	141,232	$	75,819
Allocated goodwill	$	650,394	$	644,498	$	548,238

	Risk Management and Shared Services
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Net interest income	$	52,292	$	64,722	$	64,423
Net intersegment interest income (expense)	(27,403)		(31,382)		(41,615)
Segment net interest income	24,889		33,341		22,808
Noninterest income	19,793		7,600		14,133
Total revenue	44,682		40,941		36,941
Credit provision	(56,425)		(64,675)		(36,698)
Noninterest expense(a)	90,217		119,629		61,677
Income (loss) before income taxes	10,890		(14,013)		11,962
Income tax expense (benefit)	1,405		(5,606)		(2,978)
Net income	$	9,484	$	(8,407)	$	14,941
Allocated goodwill	$	—	$	—	$	—

	Consolidated Total
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Net interest income	$	835,674	$	879,580	$	741,220
Net intersegment interest income (expense)	—		—		—
Segment net interest income	835,674		879,580		741,220
Noninterest income	380,824		355,568		332,680
Total revenue	1,216,498		1,235,148		1,073,900
Credit provision	16,000		—		26,000
Noninterest expense	793,988		821,799		709,133
Income (loss) before income taxes	406,509		413,349		338,767
Income tax expense (benefit)	79,720		79,786		109,503
Net income	$	326,790	$	333,562	$	229,264
Allocated goodwill	$	1,176,230	$	1,169,023	$	976,239

(a) For the year ended December 31, 2019, the Risk Management and Shared Services segment includes approximately $7 million of acquisition related costs. For the year ended December 31, 2018, the Risk Management and Shared Services segment includes approximately $29 million of acquisition related costs within noninterest expense and approximately $2 million of acquisition related asset losses, net of asset gains within noninterest income.

XML

Goodwill and Intangible Assets, Mortgage Servicing Rights Roll-Forward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Mortgage servicing rights:
Mortgage servicing rights at beginning of year	$ 68,433	$ 59,168	$ 62,085
Additions from acquisition	0	8,136	0
Additions	11,606	10,722	7,167
Amortization	(12,432)	(9,594)	(10,084)
Mortgage servicing rights at end of year	67,607	68,433	59,168
Valuation Allowance for Impairment of Recognized Servicing Assets [Roll Forward]
Valuation allowance at beginning of year	(239)	(784)	(609)
(Additions) recoveries, net	(63)	545	(175)
Valuation allowance at end of year	(302)	(239)	(784)
Mortgage servicing rights, net	67,306	68,193	58,384
Fair value of mortgage servicing rights	72,532	81,012	64,387
Portfolio of residential mortgage loans serviced for others (“servicing portfolio”)	$ 8,484,977	$ 8,600,983	$ 7,646,846
Mortgage servicing rights, net to servicing portfolio	0.79%	0.79%	0.76%
Mortgage servicing rights expense (a)	$ 12,494	$ 9,049	$ 10,259

XML

Leases (Details Textuals) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Lease Not yet Commenced, Liability	$ 16
Lessee, Finance Lease, Lease Not yet Commenced, Liability	2
Operating Leases, Rent Expense, Net	$ 5	$ 10	$ 6
Minimum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	1 year
Lessee, Operating Lease, Lease Not yet Commenced, Term of Contract	3 years
Maximum
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	43 years
Lessee, Operating Lease, Lease Not yet Commenced, Term of Contract	6 years

XML

Loans, Loans Modified in a Troubled Debt Restructuring (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($) loan	Dec. 31, 2018 USD ($) loan	Dec. 31, 2017 USD ($) loan
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	85	86	77
Recorded Investment	$ 15,940	$ 11,429	$ 9,426
Unpaid Principal Balance	$ 16,150	$ 11,792	$ 11,900
Commercial and industrial
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	6	5	8
Recorded Investment	$ 7,588	$ 1,315	$ 3,991
Unpaid Principal Balance	$ 7,703	$ 1,330	$ 6,339
Commercial real estate - owner occupied
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	0	0	2
Recorded Investment	$ 0	$ 0	$ 690
Unpaid Principal Balance	$ 0	$ 0	$ 690
Commercial real estate - investor
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	0	2	0
Recorded Investment	$ 0	$ 1,393	$ 0
Unpaid Principal Balance	$ 0	$ 1,472	$ 0
Real estate construction
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	1	1	0
Recorded Investment	$ 77	$ 78	$ 0
Unpaid Principal Balance	$ 77	$ 80	$ 0
Residential mortgage
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	53	41	45
Recorded Investment	$ 7,436	$ 6,977	$ 4,238
Unpaid Principal Balance	$ 7,517	$ 7,210	$ 4,364
Home equity
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	24	34	22
Recorded Investment	$ 831	$ 1,649	$ 507
Unpaid Principal Balance	$ 845	$ 1,681	$ 507
Other consumer
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	1	3	0
Recorded Investment	$ 8	$ 17	$ 0
Unpaid Principal Balance	$ 8	$ 19	$ 0

XML

Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands		3 Months Ended		12 Months Ended
	Jun. 14, 2019	Sep. 30, 2018	Jun. 30, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Business Acquisition [Line Items]
Goodwill, Impairment Loss				$ 0	$ 0	$ 0
Goodwill				$ 1,176,230	1,169,023
Huntington National Bank
Business Acquisition [Line Items]
Goodwill	$ 7,286
Bank Mutual [Member]
Business Acquisition [Line Items]
Goodwill		$ 2,000	$ 6,000		175,000
Diversified Insurance [Member]
Business Acquisition [Line Items]
Goodwill					10,000
Anderson Insurance Investment Agency [Domain]
Business Acquisition [Line Items]
Goodwill					$ 7,000

XML

Leases Components of Lease Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Leases [Abstract]
Operating Lease, Right-of-Use Asset	$ 45,381
Finance Lease, Right-of-Use Asset	2,188
Present value of lease payments	49,292
Finance Lease, Liability	$ 2,209	$ 0

XML

Loans, Changes in the Allowance for Loan Losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Change in the Allowance for Unfunded Commitments
Balance at beginning of period	$ 24,000
Balance at end of period	22,000	$ 24,000
Allowance for Unfunded Commitments
Change in the Allowance for Unfunded Commitments
Balance at beginning of period	24,336	24,400	$ 25,400
Provision for unfunded commitments	(2,500)	(2,500)	(1,000)
Balance at end of period	21,907	24,336	24,400
Amount Recorded at Acquisition [Member] | Allowance for Unfunded Commitments
Change in the Allowance for Unfunded Commitments
Amount recorded at acquisition	$ 70	$ 2,436	$ 0

XML

Retirement Plans, Pension and Postretirement Plans Table (Details) - USD ($) $ in Thousands		12 Months Ended
	Feb. 01, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Defined Benefit Plan Disclosure [Line Items]
Fair Value Of Plan Assets As A Percentage Of Net Benefit Obligation		170.00%	167.00%
Pension Plan [Member]
Change in Fair Value of Plan Assets
Fair value of plan assets at beginning of year		$ 390,564	$ 331,609
Actual return on plan assets		67,377	(14,609)
Employer contributions		0	4,340
Gross benefits paid		(15,907)	(10,582)
Bank Mutual plan assets transferred at December 31, 2018			79,805
Fair value of plan assets at end of year(a)		442,034	390,564	$ 331,609
Change in Benefit Obligation
Net benefit obligation at beginning of year		233,658	186,423
Service cost		7,263	7,540	6,955
Interest cost		9,752	9,125	7,121
Actuarial (gain) loss		25,810	(8,000)
Gross benefits paid		(15,907)	(10,582)
Lump sums paid		0	0
Bank Mutual benefit obligations transferred at December 31, 2018			51,549
Net benefit obligation at end of year(a)		260,576	233,658	186,423
Funded (unfunded) status		181,458	156,906
Noncurrent assets		181,458	156,906
Current liabilities		0	0
Noncurrent liabilities		0	0
Asset (Liability) Recognized on the Consolidated Balance Sheets		181,458	156,906
Retirement Account Plan Prior to Merger [Member]
Change in Benefit Obligation
Interest cost			6,727
Bank Mutual Pension
Change in Fair Value of Plan Assets
Fair value of Bank Mutual plan assets at February 1, 2018	$ 59,445
Actual return on plan assets			(1,665)
Employer contributions			37,537
Gross benefits paid			(15,513)
Bank Mutual plan assets transferred at December 31, 2018			(79,805)
Fair value of plan assets at end of year(a)		0
Change in Benefit Obligation
Net benefit obligation at beginning of year		0
Net Bank Mutual benefit obligation at February 1, 2018	66,364
Service cost			0
Interest cost			2,398
Actuarial (gain) loss			(1,701)
Gross benefits paid			(2,644)
Lump sums paid			(12,868)
Bank Mutual benefit obligations transferred at December 31, 2018			(51,549)
Net benefit obligation at end of year(a)			0
Funded (unfunded) status			0
Noncurrent assets			0
Current liabilities			0
Noncurrent liabilities			0
Asset (Liability) Recognized on the Consolidated Balance Sheets			0
Postretirement Plan
Change in Fair Value of Plan Assets
Fair value of plan assets at beginning of year		0	0
Fair value of Bank Mutual plan assets at February 1, 2018	0		0
Actual return on plan assets		0	0
Employer contributions		270	292
Gross benefits paid		(270)	(292)
Bank Mutual plan assets transferred at December 31, 2018		0	0
Fair value of plan assets at end of year(a)		0	0	0
Change in Benefit Obligation
Net benefit obligation at beginning of year		2,523	2,478
Net Bank Mutual benefit obligation at February 1, 2018	$ 0		576
Service cost		0	0
Interest cost		104	108	101
Actuarial (gain) loss		188	(347)
Gross benefits paid		(270)	(292)
Lump sums paid		0	0
Bank Mutual benefit obligations transferred at December 31, 2018		0	0
Net benefit obligation at end of year(a)		2,545	2,523	$ 2,478
Funded (unfunded) status		(2,545)	(2,523)
Noncurrent assets		0	0
Current liabilities		(214)	(219)
Noncurrent liabilities		(2,330)	(2,304)
Asset (Liability) Recognized on the Consolidated Balance Sheets		$ (2,545)	$ (2,523)

XML

Stock-Based Compensation

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-Based Compensation

Stock-Based Compensation Plan

In February 2017, the Board of Directors, with subsequent approval of the Corporation’s shareholders, approved the adoption of the 2017 Incentive Compensation Plan. All remaining shares available for grant under the 2013 Incentive Compensation Plan were rolled into the 2017 Plan. As of December 31, 2019, approximately 7.6 million shares remained available for grant under the 2017 Plan.

Under the 2017 Plan, options are generally exercisable up to ten 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.

The Corporation also issues restricted stock awards under the 2017 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 years or four years, depending upon whether the awards are performance-based or service-based. Performance-based awards are based on earnings per share performance goals, relative total shareholder return, and continued employment or meeting the requirements for retirement and service-based awards are contingent upon continued employment or meeting the requirements for retirement. Performance-based restricted stock awards vest over a performance period of three years and service-based restricted stock awards vest ratably over four years.

The 2017 Plan provides that restricted stock awards and stock options will immediately become fully vested upon retirement from the Corporation of retirement eligible colleagues. See Note 1 for the Corporation’s accounting policy for stock based compensation.

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. For retirement eligible colleagues, 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 on the consolidated statements of income.

Performance awards are based on performance goals of earnings per share and total shareholder return with vesting ranging from a minimum of 0% to a maximum of 150% of the target award. Performance awards are valued utilizing a Monte Carlo simulation model to estimate fair value of the awards at the grant date.

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 2019, 2018, and 2017:

	2019		2018		2017
Dividend yield	3.30	%	2.50	%	2.00	%
Risk-free interest rate	2.60	%	2.60	%	2.00	%
Weighted average expected volatility	24.00	%	22.00	%	25.00	%
Weighted average expected life	5.75 years		5.75 years		5.5 years
Weighted average per share fair value of options	$4.00		$4.47		$5.30

A summary of the Corporation’s stock option activity for the year ended December 31, 2019 is presented below:

Stock Options	Shares(a)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value  ($ in thousands)
Outstanding at December 31, 2018	5,281	$	19.09	6.18 years	$	12,392
Granted	1,050	22.77
Exercised	(674)	15.75
Forfeited or expired	(114)	22.42
Outstanding at December 31, 2019	5,543	$	20.13	6.25 years	$	16,043
Options exercisable at December 31, 2019	3,360	$	18.22	4.95 years	$	14,980

(a) In thousands

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, 2019, 2018, and 2017 the intrinsic value of stock options exercised was $4 million, $10 million, and $13 million, respectively. The total fair value of stock options that vested was $3 million for the year ended December 31, 2019 and $4 million for both of the years ended December 31, 2018 and 2017.

For the years ended December 31, 2019, 2018, and 2017, the Corporation recognized compensation expense of $4 million for each of the three years, for the vesting of stock options. Included in compensation expense for 2019 was $1 million of expense for the accelerated vesting of stock options granted to retirement eligible colleagues. At December 31, 2019, the Corporation had $4 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 first quarter 2023.

The following table summarizes information about the Corporation’s restricted stock activity for the year ended December 31, 2019:

Restricted Stock	Shares(a)	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2018	1,993	$	21.92
Granted	1,180	22.20
Vested	(710)	20.61
Forfeited	(69)	23.84
Outstanding at December 31, 2019	2,393	$	22.39

(a) In thousands

The Corporation amortizes the expense related to restricted stock awards as compensation expense over the vesting period specified in the grant. Expense for restricted stock awards of approximately $21 million was recorded for year ended December 31, 2019, $13 million for the year ended December 31, 2018 and $18 million for the year ended December 31, 2017. Included in compensation expense for 2019 was approximately $4 million of expense for the accelerated vesting of restricted stock awards granted to retirement eligible colleagues. The Corporation had $20 million of unrecognized compensation costs related to restricted stock awards at December 31, 2019, that is expected to be recognized over the remaining requisite service periods that extend predominantly through first quarter 2023. 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, of the notes to consolidated financial statements, 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 the receipt of any necessary regulatory approvals. Such repurchases may occur from time to time in open market purchases, block transactions, private transactions, accelerated share repurchase programs, or similar facilities.

XML

Retirement Plans Retirement Plans, Components of Net Pension Cost for the Post Retirement Plan Table (Details) - Postretirement Plan - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Interest Cost	$ 104	$ 108	$ 101
Defined Benefit Plan, Amortization of Prior Service Cost (Credit)	(75)	(75)	(75)
Defined Benefit Plan, Amortization of Gain (Loss)	(4)	8	4
Defined Benefit Plan, Net Periodic Benefit Cost (Credit)	$ 25	$ 41	$ 30

XML

Leases

12 Months Ended

Dec. 31, 2019

Leases [Abstract]

Leases of Lessee Disclosure [Text Block]

Leases

The Corporation has operating leases for retail and corporate offices, land, and equipment. The Corporation also has a finance lease for land.

These leases have original terms of 1 year or longer with remaining maturities up to 43 years, some of which include options to extend the lease term. An analysis of the lease options has been completed and any optional periods that the Corporation is reasonably likely to extend have been included in the capitalization.

The discount rate used to capitalize the operating leases is the Corporation's FHLB borrowing rate on the date of lease commencement. When determining the rate to discount specific lease obligations, the repayment period and term are considered.

Operating and finance lease costs and cash flows resulting from these leases are presented below:

($ in Thousands)	Twelve Months Ended December 31, 2019
Operating Lease Costs	$	11,006
Finance Lease Costs	36
Operating Lease Cash Flows	11,305
Finance Lease Cash Flows	35

The lease classifications on the consolidated balance sheets were as follows:

	December 31, 2019
($ in Thousands)	Amount		Consolidated Balance Sheets Category
Operating lease right-of-use asset	$	45,381	Premises and equipment
Finance lease right-of-use asset	2,188		Other assets
Operating lease liability	49,292		Accrued expenses and other liabilities
Finance lease liability	2,209		Other long-term funding

The lease payment obligations, weighted-average remaining lease term, and weighted-average discount rate were as follows:

	December 31, 2019
($ in Thousands)	Lease payments		Weighted-average lease term (in years)	Weighted-average discount rate
Operating leases
Equipment	$	46	0.83	2.72	%
Retail and corporate offices	48,940		6.49	3.34	%
Land	6,594		9.57	3.21	%
Total operating leases	$	55,580	6.83	3.32	%
Finance leases
Land	$	4,827	39.67	3.99	%
Total finance leases	$	4,827	39.67	3.99	%

Contractual lease payment obligations for each of the next five years and thereafter, in addition to a reconciliation to the Corporation’s lease liability, were as follows:

($ in Thousands)	Operating Leases		Finance Leases		Total Leases
Twelve Months Ending December 31, 2020	$	10,662	$	85	$	10,747
2021	10,136		85		10,221
2022	7,854		85		7,939
2023	5,625		85		5,710
2024	4,988		88		5,076
Beyond 2024	16,316		4,398		20,714
Total lease payments	$	55,580	$	4,827	$	60,407
Less: interest	6,288		2,617		8,905
Present value of lease payments	$	49,292	$	2,209	$	51,501

As of December 31, 2019, additional operating leases, primarily retail and corporate offices, that had not yet commenced at December 31, 2019 total $16 million. In addition, finance leases that had not yet commenced at December 31, 2019 total $2 million. These leases will commence between January 2020 and July 2023 with lease terms of 3 years to 6 years.

The Corporation conducts a portion of its business through certain facilities and equipment under noncancelable operating leases. The Corporation also leases a subdivision of some of its facilities and receives rental income from such lease agreements. The approximate minimum annual rental payments and rental receipts under noncancelable agreements and leases with remaining terms in excess of one year are as follows:

($ in Thousands)	Payments		Receipts
2020	$	9,876	$	3,189
2021	9,976		2,903
2022	7,822		2,127
2023	5,977		1,723
2024	5,315		1,583
Thereafter	21,393		8,081
Total	$	60,359	$	19,606

Total rental expense under leases, net of lease income, totaled $5 million in 2019, $10 million in 2018, and $6 million in 2017, respectively.

Practical Expedients

The Corporation elected several practical expedients made available by the FASB. Due to materiality, the Corporation elected not to restate comparative periods upon adoption of the new guidance. In addition, the Corporation elected the package of practical expedients whereby the Corporation did not reassess (i) whether existing contracts are, or contain, leases and (ii) lease classification for existing leases. Lastly, the Corporation elected not to separate lease and non-lease components in determining the consideration in the lease agreement.

XML

Investment Securities

12 Months Ended

Dec. 31, 2019

Investments, Debt and Equity Securities [Abstract]

Investment Securities

Investment Securities

Investment securities are classified as available for sale, held to maturity, or equity on the consolidated balance sheets at the time of purchase. See Note 1 for the Corporation’s accounting policy for investment securities. The amortized cost and fair values of securities available for sale and held to maturity at December 31, 2019 were as follows:

($ in Thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)		Fair Value
Investment securities available for sale
Obligations of state and political subdivisions (municipal securities)(a)	$	529,908	$	16,269	$	(18)	$	546,160
Residential mortgage-related securities
FNMA / FHLMC	131,158		1,562		(59)		132,660
GNMA	982,941		3,887		(1,689)		985,139
Commercial mortgage-related securities
FNMA / FHLMC	19,929		1,799		—		21,728
GNMA	1,314,836		7,403		(12,032)		1,310,207
FFELP asset-backed securities	270,178		—		(6,485)		263,693
Other debt securities	3,000		—		—		3,000
Total investment securities available for sale	$	3,251,950	$	30,920	$	(20,284)	$	3,262,586
Investment securities held to maturity
U.S. Treasury securities	$	999	$	19	$	—	$	1,018
Obligations of state and political subdivisions (municipal securities)(a)	1,418,569		69,775		(1,118)		1,487,227
Residential mortgage-related securities
FNMA / FHLMC	81,676		1,759		(15)		83,420
GNMA	269,523		1,882		(1,108)		270,296
GNMA commercial mortgage-related securities	434,317		6,308		(6,122)		434,503
Total investment securities held to maturity	$	2,205,083	$	79,744	$	(8,363)	$	2,276,465

(a) As permitted by ASU 2019-04, which was adopted during the third quarter of 2019, the Corporation made a one-time election during the third quarter of 2019 to transfer municipal securities with an amortized cost of $692 million from held to maturity to available for sale.

The amortized cost and fair values of securities available for sale and held to maturity at December 31, 2018 were as follows:

($ in Thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)		Fair Value
Investment securities available for sale
U.S. Treasury securities	$	1,000	$	—	$	(1)	$	999
Residential mortgage-related securities:
FNMA / FHLMC	296,296		2,466		(3,510)		295,252
GNMA	2,169,943		473		(41,885)		2,128,531
Private-label	1,007		—		(4)		1,003
GNMA commercial mortgage-related securities	1,273,309		—		(52,512)		1,220,797
FFELP asset-backed securities	297,347		711		(698)		297,360
Other debt securities	3,000		—		—		3,000
Total investment securities available for sale	$	4,041,902	$	3,649	$	(98,610)	$	3,946,941
Investment securities held to maturity
Obligations of state and political subdivisions (municipal securities)	$	1,790,683	$	8,255	$	(15,279)	$	1,783,659
Residential mortgage-related securities
FNMA / FHLMC	92,788		169		(1,795)		91,162
GNMA	351,606		1,611		(8,181)		345,035
GNMA commercial mortgage-related securities	505,434		7,559		(22,579)		490,414
Total investment securities held to maturity	$	2,740,511	$	17,593	$	(47,835)	$	2,710,271

Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. The expected maturities of investment securities available for sale and held to maturity at December 31, 2019, are shown below:

	Available for Sale					Held to Maturity
($ in Thousands)	Amortized Cost		Fair Value			Amortized Cost		Fair Value
Due in one year or less	$	2,795	$	2,800		$	29,033	$	29,218
Due after one year through five years	32,399		32,901			82,023		83,245
Due after five years through ten years	317,292		326,361			136,138		140,704
Due after ten years	180,422		187,098			1,172,373		1,235,077
Total debt securities	532,908		549,160			1,419,568		1,488,245
Residential mortgage-related securities
FNMA / FHLMC	131,158		132,660			81,676		83,420
GNMA	982,941		985,139			269,523		270,296
Commercial mortgage-related securities
FNMA / FHLMC	19,929		21,728			—		—
GNMA	1,314,836		1,310,207			434,317		434,503
FFELP asset-backed securities	270,178		263,693			—		—
Total investment securities	$	3,251,950	$	3,262,586		$	2,205,083	$	2,276,465
Ratio of Fair Value to Amortized Cost			100.3		%			103.2		%

Investment securities gains (losses), net includes proceeds from the sale of investment securities as well as any applicable write-ups or write-downs of investment securities. The proceeds from the sale and write-up of investment securities for each of the three years ended December 31 are shown below. There were no other-than-temporary impairment write-downs on investment securities for 2019, 2018, or 2017.

($ in Thousands)	2019		2018		2017
Gross gains on available for sale securities	$	6,374	$	1,954	$	—
Gross gains on held to maturity securities	—		—		439
Total gains	6,374		1,954		439
Gross (losses) on available for sale securities	(13,861)		(3,938)		—
Gross (losses) on held to maturity securities	—		—		(5)
Total (losses)	(13,861)		(3,938)		(5)
Write-up of equity securities without readily determinable fair values	13,444		—		—
Investment securities gains (losses), net	$	5,957	$	(1,985)	$	434
Proceeds from sales of investment securities	$	1,367,476	$	601,130	$	18,467

During the third quarter of 2019, the Corporation made a one-time election to transfer municipal securities with an amortized cost of $692 million from held to maturity to available for sale, as permitted by the adoption of ASU 2019-04 during the quarter. The Corporation sold shorter duration, lower yielding municipal securities that were included in the transfer for proceeds of $157 million at a gain of $3 million, with the proceeds being reinvested into longer duration, higher yielding held to maturity municipal securities. Additionally, during the first nine months of 2019, the Corporation sold $1.2 billion of taxable, floating rate ABS and shorter duration MBS, CMBS, and CMOs Agency securities, with the proceeds utilized to pay down borrowings and to reinvest into higher yielding Agency related mortgage securities with slightly longer durations, repositioning the portfolio for a declining rate environment.

The Corporation also donated 42,039 shares of Visa Class B restricted shares to the Corporation's Charitable Remainder Trust during the second quarter of 2019, and the subsequent sale of those shares by the Trust resulted in an observable market price. As a result, the Corporation wrote up its remaining 77,000 Visa Class B restricted shares to fair value. Based on the existing transfer restriction and the uncertainty of covered litigation, the shares were previously carried at a zero cost basis.

During 2018, the Corporation executed a strategy to improve the yield on securities and increase interest income during the current and future calendar years. During the third quarter of 2018, the Corporation sold mortgage-related securities totaling approximately $108 million at a slight gain with all proceeds reinvested into higher yielding securities. The tax equivalent yield of the securities sold was 3.08% while the reinvestment was at 3.51%. During the second quarter of 2018, the Corporation also sold $40 million of lower yielding GNMA commercial mortgage-related securities.

In addition, on February 1, 2018, the date the Bank Mutual acquisition was completed, the Corporation sold Bank Mutual's entire $453 million securities portfolio. The Corporation originally reinvested the proceeds from the Bank Mutual securities portfolio into GNMA residential mortgage-related securities with the goal of reinvesting future cash flows into municipal securities. That strategy was completed during August 2018.

During 2017, the Corporation sold approximately $18 million of municipal securities classified as held to maturity due to significant credit concerns and negative actions taken by credit rating agencies, primarily as a result of budgetary pressures in the State of Illinois and State of Connecticut. These sales resulted in a net gain of approximately $434,000.

Investment securities with a carrying value of approximately $2.6 billion and $3.0 billion at December 31, 2019 and December 31, 2018, respectively, were pledged to secure certain deposits or for other purposes as required or permitted by law.

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, 2019:

	Less than 12 months					12 months or more					Total
($ in Thousands)	Number of Securities	Unrealized (Losses)		Fair Value		Number of Securities	Unrealized (Losses)		Fair Value		Unrealized (Losses)		Fair Value
Investment securities available for sale
Obligations of state and political subdivisions (municipal securities)	4	$	(18)	1,225		—	$	—	$	—	$	(18)	$	1,225
Residential mortgage-related securities
FNMA / FHLMC	—	—		—		4	(59)		34,807		(59)		34,807
GNMA	18	(924)		322,394		3	(766)		79,461		(1,689)		401,856
GNMA commercial mortgage-related securities	22	(810)		258,218		42	(11,222)		621,307		(12,032)		879,524
FFELP asset-backed securities	19	(6,092)		250,780		2	(393)		12,913		(6,485)		263,693
Other debt securities	2	—		2,000		—	—		—		—		2,000
Total	65	$	(7,843)	$	834,616	51	$	(12,440)	$	748,487	$	(20,284)	$	1,583,104
Investment securities held to maturity
Obligations of state and political subdivisions (municipal securities)	52	$	(1,105)	$	77,562	6	$	(13)	$	2,378	$	(1,118)	$	79,940
Residential mortgage-related securities
FNMA / FHLMC	1	(6)		1,242		1	(9)		833		(15)		2,075
GNMA	12	(1,059)		187,261		8	(49)		6,587		(1,108)		193,849
GNMA commercial mortgage-related securities	2	(29)		26,202		21	(6,093)		357,733		(6,122)		383,935
Total	67	$	(2,199)	$	292,267	36	$	(6,164)	$	367,532	$	(8,363)	$	659,799

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, 2018:

	Less than 12 months					12 months or more					Total
($ in Thousands)	Number of Securities	Unrealized (Losses)		Fair Value		Number of Securities	Unrealized (Losses)		Fair Value		Unrealized (Losses)		Fair Value
Investment securities available for sale
U.S. Treasury securities	—	$	—	$	—	1	$	(1)	$	999	$	(1)	$	999
Residential mortgage-related securities
FNMA / FHLMC	15	(31)		17,993		17	(3,479)		189,405		(3,510)		207,398
GNMA	12	(4,529)		452,183		79	(37,355)		1,598,159		(41,885)		2,050,342
Private-label	1	(4)		1,003		—	—		—		(4)		1,003
GNMA commercial mortgage-related securities	—	—		—		93	(52,512)		1,220,854		(52,512)		1,220,854
FFELP asset-backed securities	13	(698)		142,432		—	—		—		(698)		142,432
Total	41	$	(5,262)	$	613,612	190	$	(93,347)	$	3,009,417	$	(98,610)	$	3,623,028
Investment securities held to maturity
Obligations of state and political subdivisions (municipal securities)	272	$	(2,860)	$	313,212	752	$	(12,419)	$	509,374	$	(15,279)	$	822,586
Residential mortgage-related securities
FNMA / FHLMC	13	(780)		57,896		22	(1,015)		28,888		(1,795)		86,784
GNMA	13	(414)		19,822		66	(7,767)		320,387		(8,181)		340,209
GNMA commercial mortgage-related securities	—	—		—		25	(22,579)		490,414		(22,579)		490,414
Total	298	$	(4,053)	$	390,929	865	$	(43,780)	$	1,349,063	$	(47,835)	$	1,739,992

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.

Based on the Corporation’s evaluation, management does not believe any unrealized loss at December 31, 2019 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 unrealized losses at December 31, 2019 for mortgage-related securities have declined due to the decrease in overall interest rates. The U.S. Treasury 3 year and 5 year rates decreased by 84 bp and 82 bp, respectively, from December 31, 2018. The Corporation does not intend to sell nor does it believe that it will be required to sell the securities in an unrealized loss position before recovery of their amortized cost basis.

FHLB and Federal Reserve Bank Stocks: The Corporation is required to maintain Federal Reserve stock and FHLB stock as a member bank 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, 2019 and 2018, the Corporation had FHLB stock of $149 million and $173 million, respectively. The Corporation had Federal Reserve Bank stock of $78 million and $77 million at December 31, 2019 and 2018, respectively.

Equity Securities

Equity securities with readily determinable fair values: The Corporation's portfolio of equity securities with readily determinable fair values is primarily comprised of CRA Qualified Investment mutual funds. At both December 31, 2019 and 2018, the Corporation had equity securities with readily determinable fair values of $2 million.

Equity securities without readily determinable fair values: The Corporation's portfolio of equity securities without readily determinable fair values consists of Visa Class B restricted shares that the Corporation received in 2008 as part of Visa's initial public offering. During the second quarter of 2019, the Corporation donated 42,039 shares of Visa Class B restricted shares to the Corporation's Charitable Remainder Trust, and the subsequent sale of those shares by the Trust resulted in an observable market price. As a result, the Corporation wrote up their remaining 77,000 Visa Class B restricted shares to fair value. Based on the existing transfer restriction and the uncertainty of the covered litigation, the Visa Class B restricted shares were previously carried at a zero cost basis. Thus, the Corporation had equity securities without readily determinable fair values of $13 million at December 31, 2019 and $0 at December 31, 2018.

XML

Derivative and Hedging Activities, Income Statement Category of the Gains and Losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Capital market fees, net | Interest Rate Related Instruments Customer and Mirror
Gain (loss) on derivative instruments not designated as hedging instruments
Gain / (Loss) Recognized in Income	$ (1,393)	$ (316)
Capital market fees, net | Foreign currency exchange forwards
Gain (loss) on derivative instruments not designated as hedging instruments
Gain / (Loss) Recognized in Income	132	(110)
Capital market fees, net | Commodity contracts
Gain (loss) on derivative instruments not designated as hedging instruments
Gain / (Loss) Recognized in Income	(1,763)	(314)
Mortgage banking, net | Mortgage banking(a)
Gain (loss) on derivative instruments not designated as hedging instruments
Gain / (Loss) Recognized in Income	319	670
Mortgage banking, net | Forward commitments (mortgage)
Gain (loss) on derivative instruments not designated as hedging instruments
Gain / (Loss) Recognized in Income	$ 1,362	$ (1,759)

XML

Income Taxes, Textuals (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Operating Loss Carryforwards [Line Items]
Valuation allowance for deferred tax assets	$ (251,000)	$ (251,000)	$ (269,000)
Tax Credit Carryforward, Amount	$ 5,000,000
Tax Credit Carryforward, Expiration Being Date	begin expiring in 2034
Bad debt from acquired savings banks	$ 100,000,000
Deferred tax on bad debt from acquired savings banks	25,000,000
Unrecognized tax benefit impact on effective tax rate	2,000,000	1,000,000
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense		$ 1,000,000
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	106,000,000
Operating tax loss carryforwards from acquisitions	$ 49,000,000
Operating Loss Carryforwards, Expiration Begin Date	begin expiring in 2031
Internal Revenue Service (IRS)
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	$ 3,000,000

XML

Recent Developments Recent Developments Details (Notes)

12 Months Ended

Dec. 31, 2019

Restructuring and Related Activities [Abstract]

Recent Developments

Note 24 Recent Developments

On February 4, 2020, the Corporation's Board of Directors declared a regular quarterly cash dividend of $0.18 per common share, payable on March 16, 2020 to shareholders of record at the close of business on March 2, 2020. The Board of Directors also declared a regular quarterly cash dividend of $0.3828125 per depositary share on Associated Banc-Corp's 6.125% Series C Perpetual Preferred Stock, payable on March 16, 2020 to shareholders of record at the close of business on March 2, 2020. The Board of Directors also declared a regular quarterly cash dividend of $0.3359375 per depositary share on Associated's 5.375% Series D Perpetual Preferred Stock, payable on March 16, 2020 to shareholders of record at the close of business on March 2, 2020. The Board of Directors also declared a regular quarterly cash dividend of $0.3671875 per depositary share on Associated's 5.875% Series E Perpetual Preferred Stock, payable on March 16, 2020 to shareholders of record at the close of business on March 2, 2020.

XML

Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities (Textuals) [Line Items]
Allowances and Reserve Balance	$ 22,000	$ 24,000
Expense Related to Qualified Affordable Housing Projects	19,000	17,000	$ 8,000
Remaining Investment in Qualified Affordable Housing Projects	234,000	132,000
Unfunded Equity Contributions Obligation Amount	123,000	51,000
Loans repurchased under make whole requests	$ 2,000	$ 2,000
Loans Sold To Outside Investors Loss Reimbursement Settlement Paid	negligible	negligible
Loans sold to outside investors original amount	$ 12,500,000
Loans sold to outside investors remaining outstanding amount	7,400,000
Residential mortgage loans sold with recourse risk	39,000	$ 47,000
Residential mortgage loans sold with credit recourse risk	45,000	57,000
Community Reinvestment, Obtaining Tax Credits, and Other Tax Benefits [Member]
Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities (Textuals) [Line Items]
Carrying value of investments	248,000	136,000
Tax Credit and Other Investments
Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities (Textuals) [Line Items]
Carrying value of investments	26,000	25,000
Mortgage Repurchase Reserve
Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities (Textuals) [Line Items]
Allowances and Reserve Balance	$ 795	$ 752

XML

Loans (Tables)

12 Months Ended

Dec. 31, 2019

Receivables [Abstract]

Loan composition

Loans at December 31 are summarized below:

($ in Thousands)	2019		2018
Commercial and industrial	$	7,354,594	$	7,398,044
Commercial real estate - owner occupied	911,265		920,443
Commercial and business lending	8,265,858		8,318,487
Commercial real estate - investor	3,794,517		3,751,554
Real estate construction	1,420,900		1,335,031
Commercial real estate lending	5,215,417		5,086,585
Total commercial	13,481,275		13,405,072
Residential mortgage	8,136,980		8,277,712
Home equity	852,025		894,473
Other consumer	351,159		363,171
Total consumer	9,340,164		9,535,357
Total loans(a)(b)	$	22,821,440	$	22,940,429

(a) During the third quarter of 2019, the Corporation sold approximately $240 million of portfolio mortgages as well as $33 million of nonaccrual and performing restructured loans.

(b) Includes $2 million and $5 million of purchased credit-impaired loans at December 31, 2019 and December 31, 2018, respectively.

Loans to Related Parties

The Corporation has granted loans to its 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:

($ in Thousands)	2019		2018
Balance at beginning of year	$	17,831	$	20,260
New loans	3,673		3,076
Repayments	(8,053)		(5,017)
Change due to status of executive officers and directors	3,320		(489)
Balance at end of year	$	16,772	$	17,831

Commercial and consumer loans by credit quality indicator

The following table presents commercial and consumer loans by credit quality indicator at December 31, 2019:

($ in Thousands)	Pass		Special Mention		Potential Problem		Nonaccrual		Total
Commercial and industrial	$	7,118,448	$	79,525	$	110,308	$	46,312	$	7,354,594
Commercial real estate - owner occupied	866,193		25,115		19,889		67		911,265
Commercial and business lending	7,984,641		104,641		130,197		46,380		8,265,858
Commercial real estate - investor	3,620,785		139,873		29,449		4,409		3,794,517
Real estate construction	1,420,374		33		—		493		1,420,900
Commercial real estate lending	5,041,159		139,906		29,449		4,902		5,215,417
Total commercial	13,025,800		244,547		159,646		51,282		13,481,275
Residential mortgage	8,077,122		563		1,451		57,844		8,136,980
Home equity	841,757		1,164		—		9,104		852,025
Other consumer	350,260		748		—		152		351,159
Total consumer	9,269,139		2,475		1,451		67,099		9,340,164
Total loans(a)	$	22,294,939	$	247,022	$	161,097	$	118,380	$	22,821,440

(a) During the third quarter of 2019, the Corporation sold approximately $240 million of portfolio mortgages. In addition, the Corporation sold $33 million of residential mortgages and home equity loans, of which $21 million were pass loans and $12 million were nonaccrual loans.

The following table presents commercial and consumer loans by credit quality indicator at December 31, 2018: 

($ in Thousands)	Pass		Special Mention		Potential Problem		Nonaccrual		Total
Commercial and industrial	$	7,162,370	$	78,075	$	116,578	$	41,021	$	7,398,044
Commercial real estate - owner occupied	854,265		6,257		55,964		3,957		920,443
Commercial and business lending	8,016,635		84,332		172,542		44,978		8,318,487
Commercial real estate - investor	3,653,642		28,479		67,481		1,952		3,751,554
Real estate construction	1,321,447		8,771		3,834		979		1,335,031
Commercial real estate lending	4,975,089		37,249		71,315		2,931		5,086,585
Total commercial	12,991,724		121,582		243,856		47,909		13,405,072
Residential mortgage	8,203,729		434		5,975		67,574		8,277,712
Home equity	880,808		1,223		103		12,339		894,473
Other consumer	362,343		749		—		79		363,171
Total consumer	9,446,881		2,406		6,078		79,992		9,535,357
Total loans	$	22,438,605	$	123,988	$	249,935	$	127,901	$	22,940,429

Summarized details of Loans by past due status

The following table presents loans by past due status at December 31, 2019:

($ in Thousands)	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due and Still Accruing		Nonaccrual(a)		Total
Commercial and industrial	$	7,307,118	$	576	$	245	$	342	$	46,312	$	7,354,594
Commercial real estate - owner occupied	909,828		1,369		—		—		67		911,265
Commercial and business lending	8,216,947		1,945		245		342		46,380		8,265,858
Commercial real estate - investor	3,788,296		1,812		—		—		4,409		3,794,517
Real estate construction	1,420,310		64		33		—		493		1,420,900
Commercial real estate lending	5,208,606		1,876		33		—		4,902		5,215,417
Total commercial	13,425,552		3,821		278		342		51,282		13,481,275
Residential mortgage	8,069,863		8,749		525		—		57,844		8,136,980
Home equity	837,274		4,483		1,164		—		9,104		852,025
Other consumer	347,007		1,135		949		1,917		152		351,159
Total consumer	9,254,144		14,366		2,638		1,917		67,099		9,340,164
Total loans(b)	$	22,679,696	$	18,188	$	2,916	$	2,259	$	118,380	$	22,821,440

(a) Of the total nonaccrual loans, $48 million, or 41%, were current with respect to payment at December 31, 2019.

(b) During the third quarter of 2019, the Corporation sold approximately $240 million of portfolio mortgages. In addition, the Corporation sold $33 million of residential mortgages and home equity loans, of which $21 million were accruing current loans, $12 million were nonaccrual loans, and approximately $200,000 were 30-89 days past due accruing loans.

The following table presents loans by past due status at December 31, 2018:

($ in Thousands)	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due and Still Accruing		Nonaccrual(a)		Total
Commercial and industrial	$	7,356,187	$	187	$	338	$	311	$	41,021	$	7,398,044
Commercial real estate - owner occupied	913,787		2,580		119		—		3,957		920,443
Commercial and business lending	8,269,974		2,767		457		311		44,978		8,318,487
Commercial real estate - investor	3,745,835		2,954		813		—		1,952		3,751,554
Real estate construction	1,333,722		330		—		—		979		1,335,031
Commercial real estate lending	5,079,557		3,284		813		—		2,931		5,086,585
Total commercial	13,349,531		6,051		1,270		311		47,909		13,405,072
Residential mortgage	8,200,432		9,272		434		—		67,574		8,277,712
Home equity	876,085		4,826		1,223		—		12,339		894,473
Other consumer	358,970		1,401		868		1,853		79		363,171
Total consumer	9,435,487		15,499		2,525		1,853		79,992		9,535,357
Total loans	$	22,785,019	$	21,550	$	3,795	$	2,165	$	127,901	$	22,940,429

(a) Of the total nonaccrual loans, $74 million, or 58%, were current with respect to payment at December 31, 2018.

Summarized details of impaired Loans

The following table presents impaired loans individually evaluated under ASC Topic 310, excluding $2 million of purchased credit-impaired loans, at December 31, 2019:

($ in Thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Loans with a related allowance
Commercial and industrial	$	47,249	$	63,346	$	12,010	$	45,290	$	1,832
Commercial real estate - owner occupied	1,676		1,682		19		1,774		88
Commercial and business lending	48,924		65,028		12,029		47,064		1,919
Commercial real estate - investor	928		2,104		15		950		15
Real estate construction	477		559		67		494		30
Commercial real estate lending	1,405		2,663		82		1,445		45
Total commercial	50,329		67,691		12,111		48,509		1,965
Residential mortgage	21,450		22,625		2,740		23,721		856
Home equity	3,076		3,468		1,190		3,756		191
Other consumer	1,247		1,249		125		1,250		1
Total consumer	25,773		27,342		4,055		28,726		1,047
Total loans	$	76,102	$	95,033	$	16,165	$	77,235	$	3,012
Loans with no related allowance
Commercial and industrial	$	14,787	$	33,438	$	—	$	20,502	$	63
Commercial real estate - owner occupied	—		—		—		—		—
Commercial and business lending	14,787		33,438		—		20,502		63
Commercial real estate - investor	3,705		3,705		—		3,980		159
Real estate construction	—		—		—		—		—
Commercial real estate lending	3,705		3,705		—		3,980		159
Total commercial	18,491		37,142		—		24,482		222
Residential mortgage	14,104		14,461		—		10,962		373
Home equity	1,346		1,383		—		1,017		21
Other consumer	—		—		—		—		—
Total consumer	15,450		15,845		—		11,979		394
Total loans	$	33,941	$	52,987	$	—	$	36,462	$	616
Total
Commercial and industrial	$	62,035	$	96,784	$	12,010	$	65,792	$	1,895
Commercial real estate - owner occupied	1,676		1,682		19		1,774		88
Commercial and business lending	63,711		98,466		12,029		67,566		1,982
Commercial real estate - investor	4,633		5,808		15		4,931		174
Real estate construction	477		559		67		494		30
Commercial real estate lending	5,110		6,367		82		5,425		204
Total commercial	68,820		104,833		12,111		72,991		2,186
Residential mortgage	35,554		37,087		2,740		34,683		1,229
Home equity	4,422		4,851		1,190		4,773		211
Other consumer	1,247		1,249		125		1,250		1
Total consumer	41,223		43,187		4,055		40,706		1,441
Total loans(a)	$	110,043	$	148,020	$	16,165	$	113,697	$	3,628

(a) The net recorded investment (defined as recorded investment, net of the related allowance) of the impaired loans represented 63% of the unpaid principal balance at December 31, 2019.

The following table presents impaired loans individually evaluated under ASC Topic 310, excluding $5 million of purchased credit-impaired loans, at December 31, 2018: 

($ in Thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Loans with a related allowance
Commercial and industrial	$	40,747	$	42,131	$	5,721	$	52,461	$	1,167
Commercial real estate - owner occupied	2,080		2,087		24		2,179		104
Commercial and business lending	42,827		44,218		5,745		54,640		1,271
Commercial real estate - investor	799		805		28		827		38
Real estate construction	510		589		75		533		32
Commercial real estate lending	1,309		1,394		103		1,360		70
Total commercial	44,136		45,612		5,848		56,000		1,341
Residential mortgage	41,691		45,149		6,023		42,687		1,789
Home equity	9,601		10,539		3,312		10,209		566
Other consumer	1,181		1,183		121		1,184		3
Total consumer	52,473		56,871		9,456		54,080		2,358
Total loans	$	96,609	$	102,483	$	15,304	$	110,079	$	3,699
Loans with no related allowance
Commercial and industrial	$	22,406	$	45,024	$	—	$	21,352	$	(344)
Commercial real estate - owner occupied	3,772		4,823		—		3,975		—
Commercial and business lending	26,178		49,847		—		25,327		(344)
Commercial real estate - investor	1,585		2,820		—		980		68
Real estate construction	—		—		—		—		—
Commercial real estate lending	1,585		2,820		—		980		68
Total commercial	27,763		52,667		—		26,307		(276)
Residential mortgage	8,795		9,074		—		8,790		203
Home equity	523		542		—		530		—
Other consumer	—		—		—		—		—
Total consumer	9,318		9,616		—		9,320		203
Total loans	$	37,081	$	62,283	$	—	$	35,627	$	(73)
Total
Commercial and industrial	$	63,153	$	87,155	$	5,721	$	73,813	$	823
Commercial real estate - owner occupied	5,852		6,910		24		6,154		104
Commercial and business lending	69,005		94,065		5,745		79,967		927
Commercial real estate - investor	2,384		3,625		28		1,807		106
Real estate construction	510		589		75		533		32
Commercial real estate lending	2,894		4,214		103		2,340		138
Total commercial	71,899		98,279		5,848		82,307		1,065
Residential mortgage	50,486		54,223		6,023		51,477		1,992
Home equity	10,124		11,081		3,312		10,739		566
Other consumer	1,181		1,183		121		1,184		3
Total consumer	61,791		66,487		9,456		63,400		2,561
Total loans(a)	$	133,690	$	164,766	$	15,304	$	145,707	$	3,626

(a) The net recorded investment (defined as recorded investment, net of the related allowance) of the impaired loans represented 72% of the unpaid principal balance at December 31, 2018.

Nonaccrual and performing restructured loans

The following table presents nonaccrual and performing restructured loans by loan portfolio:

	December 31, 2019				December 31, 2018				December 31, 2017
($ in Thousands)	Performing Restructured Loans		Nonaccrual Restructured Loans(a)		Performing Restructured Loans		Nonaccrual Restructured Loans(a)		Performing Restructured Loans		Nonaccrual Restructured Loans(a)
Commercial and industrial	$	16,678	$	7,376	$	25,478	$	249	$	30,047	$	1,776
Commercial real estate - owner occupied	1,676		—		2,080		—		3,989		—
Commercial real estate - investor	293		—		799		933		14,389		—
Real estate construction	298		179		311		198		310		157
Residential mortgage	3,955		13,035		16,036		22,279		17,068		18,991
Home equity	1,896		1,904		7,385		2,627		7,705		2,537
Other consumer	1,246		1		1,174		6		1,110		25
Total restructured loans(b)	$	26,041	$	22,494	$	53,263	$	26,292	$	74,618	$	23,486

(a) Nonaccrual restructured loans have been included within nonaccrual loans.

(b) During the third quarter of 2019, the Corporation sold $21 million of performing restructured loans, of which $18 million were residential mortgages and $3 million were home equity loans. In addition, the Corporation sold $7 million of nonaccrual restructured residential mortgage loans during the third quarter of 2019.

Summary of restructured loans

The following table provides the number of loans modified in a troubled debt restructuring by loan portfolio, the recorded investment, and unpaid principal balance:

	Years Ended December 31,
	2019					2018					2017
($ in Thousands)	Number of Loans	Recorded Investment(a)		Unpaid Principal Balance(b)		Number of Loans	Recorded Investment(a)		Unpaid Principal Balance(b)		Number of Loans	Recorded Investment(a)		Unpaid Principal Balance(b)
Commercial and industrial	6	$	7,588	$	7,703	5	$	1,315	$	1,330	8	$	3,991	$	6,339
Commercial real estate - owner occupied	—	—		—		—	—		—		2	690		690
Commercial real estate - investor	—	—		—		2	1,393		1,472		—	—		—
Real estate construction	1	77		77		1	78		80		—	—		—
Residential mortgage	53	7,436		7,517		41	6,977		7,210		45	4,238		4,364
Home equity	24	831		845		34	1,649		1,681		22	507		507
Other consumer	1	8		8		3	17		19		—	—		—
Total	85	$	15,940	$	16,150	86	$	11,429	$	11,792	77	$	9,426	$	11,900

(a) Represents post-modification outstanding recorded investment.

(b) Represents pre-modification outstanding recorded investment.

Troubled debt restructurings subsequent redefault

The following table provides the number of loans modified in a troubled debt restructuring during the previous twelve months which subsequently defaulted during the year ended December 31, 2019, 2018, and 2017, respectively, as well as the recorded investment in these restructured loans as of December 31, 2019, 2018, and 2017, respectively:

	Years Ended December 31,
	2019			2018			2017
($ in Thousands)	Number of Loans	Recorded Investment		Number of Loans	Recorded Investment		Number of Loans	Recorded Investment
Commercial and industrial	—	$	—	3	$	—	2	$	—
Commercial real estate — investor	1	461		—	—		—	—
Residential mortgage	38	5,630		20	3,553		36	3,137
Home equity	27	868		32	1,688		27	735
Other consumer	—	—		—	—		1	7
Total	66	$	6,959	55	$	5,241	66	$	3,879

Changes in the allowance for loan losses by portfolio segment

A summary of the changes in the allowance for loan losses by portfolio segment for the year ended December 31, 2019, is as follows:

($ in Thousands)	Commercial and industrial		Commercial real estate - owner occupied		Commercial real estate - investor		Real estate construction		Residential mortgage		Home equity		Other consumer		Total
December 31, 2018	$	108,835	$	9,255	$	40,844	$	28,240	$	25,595	$	19,266	$	5,988	$	238,023
Charge offs	(63,315)		(222)		—		(60)		(3,322)		(1,846)		(5,548)		(74,313)
Recoveries	11,875		2,795		31		302		692		2,599		868		19,161
Net charge offs	(51,441)		2,573		31		243		(2,630)		753		(4,681)		(55,152)
Provision for loan losses	33,738		(1,543)		(361)		(3,568)		(6,005)		(9,093)		5,332		18,500
December 31, 2019	$	91,133	$	10,284	$	40,514	$	24,915	$	16,960	$	10,926	$	6,639	$	201,371
Allowance for loan losses
Individually evaluated for impairment	$	12,010	$	19	$	15	$	67	$	2,740	$	1,190	$	125	$	16,165
Collectively evaluated for impairment	79,123		10,265		40,498		24,848		14,220		9,737		6,514		185,205
Total allowance for loan losses	$	91,133	$	10,284	$	40,514	$	24,915	$	16,960	$	10,926	$	6,639	$	201,371
Loans
Individually evaluated for impairment	$	62,035	$	1,676	$	4,633	$	477	$	35,554	$	4,422	$	1,247	$	110,043
Collectively evaluated for impairment	7,292,217		909,010		3,789,755		1,420,416		8,100,958		847,577		349,912		22,709,845
Acquired and accounted for under ASC 310-30(a)	342		579		129		7		469		26		—		1,552
Total loans	$	7,354,594	$	911,265	$	3,794,517	$	1,420,900	$	8,136,980	$	852,025	$	351,159	$	22,821,440

(a) Loans acquired in business combinations and accounted for under ASC Subtopic 310-30 "Receivables — Loans and Debt Securities Acquired with Deteriorated Credit Quality."

For comparison purposes, a summary of the changes in the allowance for loan losses by portfolio segment for the year ended December 31, 2018, is as follows:

($ in Thousands)	Commercial and industrial		Commercial real estate - owner occupied		Commercial real estate - investor		Real estate construction		Residential mortgage		Home equity		Other consumer		Total
December 31, 2017	$	123,068	$	10,352	$	41,059	$	34,370	$	29,607	$	22,126	$	5,298	$	265,880
Charge offs	(30,837)		(1,363)		(7,914)		(298)		(1,627)		(3,236)		(5,261)		(50,536)
Recoveries	13,714		639		668		446		1,271		2,628		812		20,179
Net charge offs	(17,123)		(724)		(7,246)		149		(355)		(608)		(4,448)		(30,358)
Provision for loan losses	2,890		(373)		7,031		(6,279)		(3,657)		(2,252)		5,138		2,500
December 31, 2018	$	108,835	$	9,255	$	40,844	$	28,240	$	25,595	$	19,266	$	5,988	$	238,023
Allowance for loan losses
Individually evaluated for impairment	$	5,721	$	24	$	28	$	75	$	6,023	$	3,312	$	121	$	15,304
Collectively evaluated for impairment	103,114		9,231		40,816		28,165		19,572		15,954		5,867		222,719
Total allowance for loan losses	$	108,835	$	9,255	$	40,844	$	28,240	$	25,595	$	19,266	$	5,988	$	238,023
Loans
Individually evaluated for impairment	$	63,153	$	5,852	$	2,384	$	510	$	50,486	$	10,124	$	1,181	$	133,690
Collectively evaluated for impairment	7,331,898		913,708		3,748,883		1,334,500		8,226,642		884,266		361,990		22,801,887
Acquired and accounted for under ASC 310-30(a)	2,994		883		287		21		584		83		—		4,853
Total loans	$	7,398,044	$	920,443	$	3,751,554	$	1,335,031	$	8,277,712	$	894,473	$	363,171	$	22,940,429

(a) Loans acquired in business combinations and accounted for under ASC Subtopic 310-30 "Receivables — Loans and Debt Securities Acquired with Deteriorated Credit Quality."

Changes in the allowance for loan losses by oil and gas segment

The following table provides a summary of the changes in allowance for loan losses in the Corporation's oil and gas portfolio at December 31, 2019 and December 31, 2018:

	Years Ended December 31,
($ in Millions)	2019			2018
Balance at beginning of period	$	12		$	27
Charge offs	(50)			(24)
Recoveries	5			6
Net Charge offs	(44)			(17)
Provision for loan losses	45			2
Balance at end of period	$	12		$	12
Allowance for loan losses
Individually evaluated for impairment	$	3		$	—
Collectively evaluated for impairment	9			12
Total allowance for loan losses	$	12		$	12
Oil & Gas Allowance for loan losses to Total Oil & Gas Loans	2.56		%	1.62		%
Loans
Individually evaluated for impairment	$	23		$	22
Collectively evaluated for impairment	460			725
Total loans	$	484		$	747

Changes in the allowance for unfunded commitments

A summary of the changes in the allowance for unfunded commitments was as follows:

	Years Ended December 31,
($ in Thousands)	2019		2018		2017
Allowance for Unfunded Commitments
Balance at beginning of period	$	24,336	$	24,400	$	25,400
Provision for unfunded commitments	(2,500)		(2,500)		(1,000)
Amount recorded at acquisition	70		2,436		—
Balance at end of period	$	21,907	$	24,336	$	24,400

Changes In Accretable Yield For Purchased Credit Impaired

Changes in the accretable yield for loans acquired and accounted for under ASC Topic 310-30 were as follows for the years ended December 31, 2019, and 2018 respectively:

($ in Thousands)	Year Ended December 31, 2019		Year Ended December 31, 2018
Changes in Accretable Yield
Balance at beginning of period	$	1,482	$	—
Purchases	—		4,853
Accretion	(940)		(4,954)
Net reclassification from non-accretable yield	23		1,605
Other(a)	—		(22)
Balance at end of period	$	568	$	1,482

(a) Primarily includes charge offs which are accounted for under ASC Subtopic 310-30 "Receivables — Loans and Debt Securities Acquired with Deteriorated Credit Quality."

XML

Bank Mutual Acquisition (Details) - USD ($) $ in Thousands	Feb. 01, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Financing Receivable, Impaired [Line Items]
Fair value of liabilities assumed		$ 725,764	$ 2,340,323	$ 54
BKMU Assets Acquired Liabilities Assumed Adjustments [Member]
Financing Receivable, Impaired [Line Items]
Cash and cash equivalents	$ 0
Investment securities	(6,238)
Federal Home Loan Bank stock, at cost	0
Loans	(48,043)
Premises and equipment, net	2,930
Bank owned life insurance	(24)
Core deposit intangibles (included in other intangible assets, net on the face of the Consolidated Balance Sheet)	58,100
Other real estate owned (included in other assets on the face of the Consolidated Balance Sheets)	199
Other Assets	7,054
Deposits	2,498
Other borrowings	1,875
Other Liabilities	4,487
BKMU Assets Acquired Liabilities Assumed [Member]
Financing Receivable, Impaired [Line Items]
Cash and cash equivalents	78,052
Investment securities	452,867
Federal Home Loan Bank stock, at cost	20,026
Loans	1,875,877
Premises and equipment, net	42,689
Bank owned life insurance	65,390
Goodwill	175,499
Core deposit intangibles (included in other intangible assets, net on the face of the Consolidated Balance Sheet)	58,100
Other real estate owned (included in other assets on the face of the Consolidated Balance Sheets)	4,848
Other Assets	47,158
Total assets	2,820,506
Deposits	1,840,950
Other borrowings	431,886
Other Liabilities	65,982
Fair value of liabilities assumed	2,338,818
Total consideration paid	$ 481,688

XML

Accumulated Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Dec. 31, 2019

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Summary of activity in accumulated other comprehensive income (loss)

The following table summarizes the components of accumulated other comprehensive income (loss) at December 31, 2019, 2018, and 2017 respectively, including changes during the years then ended as well as any reclassifications out of accumulated other comprehensive income (loss):

($ in Thousands)	Investment Securities Available For Sale		Defined Benefit Pension and Postretirement Obligations		Accumulated Other Comprehensive Income (Loss)
Balance, December 31, 2016	$	(20,079)	$	(34,600)	$	(54,679)
Other comprehensive income (loss) before reclassifications	(27,040)		14,273		(12,767)
Amounts reclassified from accumulated other comprehensive income (loss)
Personnel expense	—		(148)		(148)
Other expense	—		2,282		2,282
Interest income	(2,665)		—		(2,665)
Income tax (expense) benefit	11,331		(6,112)		5,219
Net other comprehensive income (loss) during period	(18,374)		10,295		(8,079)
Balance, December 31, 2017	$	(38,453)	$	(24,305)	$	(62,758)
Other comprehensive income (loss) before reclassifications	$	(39,891)	$	(28,612)	$	(68,503)
Amounts reclassified from accumulated other comprehensive income (loss)
Investment securities losses (gains), net	1,985		—		1,985
Personnel expense	—		(148)		(148)
Other expense	—		2,203		2,203
Interest income	(572)		—		(572)
Adjustment for adoption of ASU 2016-01	(84)		—		(84)
Adjustment for adoption of ASU 2018-02	(8,419)		(5,235)		(13,654)
Income tax (expense) benefit	9,791		6,767		16,558
Net other comprehensive income (loss) during period	(37,189)		(25,025)		(62,214)
Balance, December 31, 2018	$	(75,643)	$	(49,330)	$	(124,972)
Other comprehensive income (loss) before reclassifications	$	111,592	$	16,296	$	127,887
Amounts reclassified from accumulated other comprehensive income (loss)
Investment securities losses (gains), net	(5,957)		—		(5,957)
Personnel expense	—		(148)		(148)
Other expense	—		476		476
Interest income	895		—		895
Income tax (expense) benefit	(26,898)		(4,465)		(31,363)
Net other comprehensive income (loss) during period	79,631		12,158		91,789
Balance, December 31, 2019	$	3,989	$	(37,172)	$	(33,183)

XML

Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Calculations for basic and diluted earnings per common share
Net income	$ 326,790	$ 333,562	$ 229,264
Preferred stock dividends	(15,202)	(10,784)	(9,347)
Net income available to common equity	311,587	322,779	219,917
Common shareholder dividends	(111,091)	(104,981)	(75,967)
Unvested share-based payment awards	(713)	(537)	(450)
Undistributed earnings	199,784	217,260	143,500
Undistributed earnings allocated to common shareholders	198,424	216,199	142,593
Undistributed earnings allocated to unvested share-based payment awards	1,360	1,060	907
Undistributed earnings	199,784	217,260	143,500
Basic
Distributed earnings to common shareholders	111,091	104,981	75,967
Undistributed earnings allocated to common shareholders	198,424	216,199	142,593
Total common shareholders earnings, basic	309,514	321,181	218,560
Diluted
Distributed earnings to common shareholders	111,091	104,981	75,967
Undistributed earnings allocated to common shareholders	198,424	216,199	142,593
Total common shareholders earnings, diluted	$ 309,514	$ 321,181	$ 218,560
Weighted average common shares outstanding	160,534	167,345	150,877
Effect of dilutive common stock awards	1,398	1,985	2,038
Effect of dilutive common stock warrants	0	402	732
Diluted weighted average common shares outstanding	161,932	169,732	153,647
Basic earnings per common share	$ 1.93	$ 1.92	$ 1.45
Diluted earnings per common share	$ 1.91	$ 1.89	$ 1.42

XML

Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning Balance	$ (124,972)
Labor and Related Expense	(487,063)	$ (482,676)	$ (428,976)
Reclassification from OCI due to change in accounting principle	0	(84)	0
Interest income	895	(572)	(2,665)
Total other comprehensive income (loss)	91,789	(62,214)	(8,079)
Ending Balance	(33,183)	(124,972)
Investment Securities Available For Sale
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning Balance	(75,643)	(38,453)	(20,079)
Other comprehensive income (loss) before reclassifications	111,592	(39,891)	(27,040)
Investment securities losses (gains), net	(5,957)	1,985
Labor and Related Expense	0	0	0
Other Expenses	0	0	0
Reclassification from OCI due to change in accounting principle		(84)
Adjustment for adoption of ASU 2018-02		(8,419)
Interest income	895	(572)	(2,665)
Other Comprehensive Income (Loss), Tax	(26,898)	9,791	11,331
Total other comprehensive income (loss)	79,631	(37,189)	(18,374)
Ending Balance	3,989	(75,643)	(38,453)
Defined Benefit Pension and Postretirement Obligations
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning Balance	(49,330)	(24,305)	(34,600)
Other comprehensive income (loss) before reclassifications	16,296	(28,612)	14,273
Investment securities losses (gains), net	0	0
Labor and Related Expense	(148)	(148)	(148)
Other Expenses	476	2,203	2,282
Reclassification from OCI due to change in accounting principle		0
Adjustment for adoption of ASU 2018-02		(5,235)
Interest income	0	0	0
Other Comprehensive Income (Loss), Tax	(4,465)	6,767	(6,112)
Total other comprehensive income (loss)	12,158	(25,025)	10,295
Ending Balance	(37,172)	(49,330)	(24,305)
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning Balance	(124,972)	(62,758)	(54,679)
Other comprehensive income (loss) before reclassifications	127,887	(68,503)	(12,767)
Investment securities losses (gains), net	(5,957)	1,985
Labor and Related Expense	(148)	(148)	(148)
Other Expenses	476	2,203	2,282
Reclassification from OCI due to change in accounting principle		(84)
Adjustment for adoption of ASU 2018-02		(13,654)
Interest income	895	(572)	(2,665)
Other Comprehensive Income (Loss), Tax	(31,363)	16,558	5,219
Total other comprehensive income (loss)	91,789	(62,214)	(8,079)
Ending Balance	$ (33,183)	$ (124,972)	$ (62,758)

XML

Loans, Troubled Debt Restructurings Performing and Nonaccrual (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Financing Receivable, Modifications [Line Items]
Performing Restructured Loans		$ 26,041	$ 53,263	$ 74,618
Nonaccrual Restructured Loans		22,494	26,292	23,486
Total consumer
Financing Receivable, Modifications [Line Items]
Carrying Amount Of Loans Sold	$ 33,000
Total consumer | Pass
Financing Receivable, Modifications [Line Items]
Carrying Amount Of Loans Sold	21,000
Total consumer | Nonaccrual
Financing Receivable, Modifications [Line Items]
Carrying Amount Of Loans Sold	12,000
Commercial and industrial
Financing Receivable, Modifications [Line Items]
Performing Restructured Loans		16,678	25,478	30,047
Nonaccrual Restructured Loans		7,376	249	1,776
Commercial real estate - owner occupied
Financing Receivable, Modifications [Line Items]
Performing Restructured Loans		1,676	2,080	3,989
Nonaccrual Restructured Loans		0	0	0
Commercial real estate - investor
Financing Receivable, Modifications [Line Items]
Performing Restructured Loans		293	799	14,389
Nonaccrual Restructured Loans		0	933	0
Real estate construction
Financing Receivable, Modifications [Line Items]
Performing Restructured Loans		298	311	310
Nonaccrual Restructured Loans		179	198	157
Residential mortgage
Financing Receivable, Modifications [Line Items]
Performing Restructured Loans		3,955	16,036	17,068
Nonaccrual Restructured Loans		13,035	22,279	18,991
Carrying Amount Of Loans Sold	18,000
Residential mortgage | Nonaccrual
Financing Receivable, Modifications [Line Items]
Carrying Amount Of Loans Sold	7,000
Home equity
Financing Receivable, Modifications [Line Items]
Performing Restructured Loans		1,896	7,385	7,705
Nonaccrual Restructured Loans		1,904	2,627	2,537
Carrying Amount Of Loans Sold	$ 3,000
Other consumer
Financing Receivable, Modifications [Line Items]
Performing Restructured Loans		1,246	1,174	1,110
Nonaccrual Restructured Loans		$ 1	$ 6	$ 25

XML

Goodwill and Intangible Assets, Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Core Deposits [Member]
Estimated future amortization expense
Year ending December 31, 2020	$ 8,073
Year ending December 31, 2021	8,073
Year ending December 31, 2022	8,073
Year ending December 31, 2023	8,073
Year ending December 31, 2024	8,073
Beyond 2024	27,909
Net book value	68,274	$ 52,774	$ 0
Other Intangible Assets [Member]
Estimated future amortization expense
Year ending December 31, 2020	2,681
Year ending December 31, 2021	2,656
Year ending December 31, 2022	2,633
Year ending December 31, 2023	2,614
Year ending December 31, 2024	2,594
Beyond 2024	6,850
Net book value	20,027	$ 23,062	$ 15,580
Mortgage Servicing Rights
Estimated future amortization expense
Year ending December 31, 2020	10,628
Year ending December 31, 2021	11,481
Year ending December 31, 2022	9,576
Year ending December 31, 2023	7,967
Year ending December 31, 2024	6,621
Beyond 2024	21,336
Net book value	$ 67,607

XML

Leases Lease, Cost and Cash Flows (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($)
Leases [Abstract]
Operating Lease, Cost	$ 11,006
Finance Lease, Cost	36
Operating Lease, Payments	11,305
Finance Lease, Payments	$ 35

XML

Loans, Changes in the Allowance for Loan Losses by Oil and Gas Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Balance at beginning of year	$ 238,023	$ 265,880
Charge offs	(74,313)	(50,536)
Recoveries	19,161	20,179
Net charge offs	(55,152)	(30,358)
Provision for Loan Losses	18,500	2,500
Balance at end of period	201,371	238,023
Allowance for loan losses
Individually evaluated	16,165	15,304
Collectively evaluated	185,205	222,719
Balance at end of period	201,371	238,023
Loans
Individually evaluated	110,043	133,690
Collectively evaluated	22,709,845	22,801,887
Loans and Leases Receivable, Net of Deferred Income	22,821,440	22,940,429
Oil and Gas Portfolio Segment [Member]
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Balance at beginning of year	12,000	27,000
Charge offs	(50,000)	(24,000)
Recoveries	5,000	6,000
Net charge offs	(44,000)	(17,000)
Provision for Loan Losses	45,000	2,000
Balance at end of period	12,000	12,000
Allowance for loan losses
Individually evaluated	3,000	0
Collectively evaluated	9,000	12,000
Balance at end of period	$ 12,000	$ 12,000
Percent of Loans	2.56%	1.62%
Loans
Individually evaluated	$ 23,000	$ 22,000
Collectively evaluated	460,000	725,000
Loans and Leases Receivable, Net of Deferred Income	$ 484,000	$ 747,000

XML

Goodwill and Intangible Assets, Summary of Core Deposit and Other Intangibles (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Summary of core deposit intangibles and other intangibles
Amortization of Intangible Assets	$ 9,948	$ 8,159	$ 1,959
Core Deposits [Member]
Summary of core deposit intangibles and other intangibles
Gross carrying amount	80,730	58,100	4,385
Accumulated amortization	(12,456)	(5,326)	(4,385)
Net book value	68,274	52,774	0
Amortization of Intangible Assets	7,130	5,326	112
Adjustments to Core Deposits [Member]
Summary of core deposit intangibles and other intangibles
Additions during the period	22,630	58,100	0
Other Intangible Assets [Member]
Summary of core deposit intangibles and other intangibles
Gross carrying amount	44,887	44,931	34,572
Reductions due to sale	(217)	(43)	0
Accumulated amortization	(24,643)	(21,825)	(18,992)
Net book value	20,027	23,062	15,580
Additions during the period	0	10,359	2,162
Amortization of Intangible Assets	$ 2,818	$ 2,833	$ 1,847

XML

Leases, Minimum Annual Rent Under Operating Lease Agreements (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Payments
2020	$ 9,876
2021	9,976
2022	7,822
2023	5,977
2024	5,315
Thereafter	21,393
Total	60,359
Receipts
2020	3,189
2021	2,903
2022	2,127
2023	1,723
2024	1,583
Thereafter	8,081
Total	$ 19,606

XML

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Fair value assumptions of stock options

The following assumptions were used in estimating the fair value for options granted in 2019, 2018, and 2017:

	2019		2018		2017
Dividend yield	3.30	%	2.50	%	2.00	%
Risk-free interest rate	2.60	%	2.60	%	2.00	%
Weighted average expected volatility	24.00	%	22.00	%	25.00	%
Weighted average expected life	5.75 years		5.75 years		5.5 years
Weighted average per share fair value of options	$4.00		$4.47		$5.30

Summary of Company's Stock Option Activities

A summary of the Corporation’s stock option activity for the year ended December 31, 2019 is presented below:

Stock Options	Shares(a)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value  ($ in thousands)
Outstanding at December 31, 2018	5,281	$	19.09	6.18 years	$	12,392
Granted	1,050	22.77
Exercised	(674)	15.75
Forfeited or expired	(114)	22.42
Outstanding at December 31, 2019	5,543	$	20.13	6.25 years	$	16,043
Options exercisable at December 31, 2019	3,360	$	18.22	4.95 years	$	14,980

(a) In thousands

Summary of Restricted Stock Awards Activity (Excluding Salary Shares)

The following table summarizes information about the Corporation’s restricted stock activity for the year ended December 31, 2019:

Restricted Stock	Shares(a)	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2018	1,993	$	21.92
Granted	1,180	22.20
Vested	(710)	20.61
Forfeited	(69)	23.84
Outstanding at December 31, 2019	2,393	$	22.39

(a) In thousands

XML

Balance Sheet Offsetting (Tables)

12 Months Ended

Dec. 31, 2019

Offsetting [Abstract]

Balance Sheet Offsetting of Derivative Assets and Liabilities

The interest, commodity and foreign exchange 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 Subject to Master Netting Arrangements Offset on the Consolidated Balance Sheets				Net Amounts Presented on the Consolidated Balance Sheets		Gross Amounts Not Offset on the Consolidated Balance Sheets
($ in Thousands)	Gross Amounts Recognized		Derivative Liabilities Offset		Cash Collateral Received						Net Amount
Derivative assets(a)
December 31, 2019	$	11,864	$	(10,410)	$	(1,408)	$	45	$	—	$	45
December 31, 2018	65,596		(5,322)		(27,593)		32,681		(31,837)		843
			Gross Amounts Subject to Master Netting Arrangements Offset on the Consolidated Balance Sheets				Net Amounts Presented on the Consolidated Balance Sheets		Gross Amounts Not Offset on the Consolidated Balance Sheets
($ in Thousands)	Gross Amounts Recognized		Derivative Assets Offset		Cash Collateral Pledged						Net Amount
Derivative liabilities(a)
December 31, 2019	$	22,189	$	(10,410)	$	(11,365)	$	413	$	—	$	413
December 31, 2018	22,951		(5,322)		(63)		17,567		(17,551)		16

(a) Includes interest, commodity, and foreign exchange agreements.

XML

Stock-Based Compensation Assumptions used in Estimating the Fair Value for Options Granted (Details) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Share-based Payment Arrangement [Abstract]
Dividend yield	3.30%	2.50%	2.00%
Risk-free interest rate	2.60%	2.60%	2.00%
Weighted average expected volatility	24.00%	22.00%	25.00%
Weighted average expected life	5 years 9 months	5 years 9 months	5 years 6 months
Weighted average per share fair value of options	$ 4.00	$ 4.47	$ 5.30

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2019	Feb. 06, 2020	Jun. 30, 2019
Entity Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2019
Document Transition Report	false
Entity File Number	001-31343
Entity Registrant Name	ASSOCIATED BANC-CORP
Entity Incorporation, State or Country Code	WI
Entity Tax Identification Number	39-1098068
Entity Address, Address Line One	433 Main Street
Entity Address, City or Town	Green Bay,
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	54301
City Area Code	920
Local Phone Number	491-7500
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 3,375,478,000
Entity Common Stock, Shares Outstanding		156,455,138
Documents Incorporated by Reference	Portions of the registrant's Proxy Statement for the Annual Meeting of Shareholders to held on April 28, 2020 are incorporated by reference in this Form 10-K into Part III.
Entity Central Index Key	0000007789
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Amendment Flag	false
NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	ASB
Security Exchange Name	NYSE
Series C Preferred Stock | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shrs, each representing 1/40th intrst in a shr of 6.125% Non-Cum. Perp Pref Stock, Srs C
Trading Symbol	ASB PrC
Security Exchange Name	NYSE
Series D Preferred Stock | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shrs, each representing 1/40th intrst in a shr of 5.375% Non-Cum. Perp Pref Stock, Srs D
Trading Symbol	ASB PrD
Security Exchange Name	NYSE
Series E Preferred Stock | NEW YORK STOCK EXCHANGE, INC.
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shrs, each representing 1/40th intrst in a shr of 5.875% Non-Cum. Perp Pref Stock, Srs E
Trading Symbol	ASB PrE
Security Exchange Name	NYSE

XML

Loans, Impaired Loans Recorded Investment, Unpaid Principal Balance, Related Allowance, Average Recorded Investment, and Interest Income Recognized (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Loans with a Related Allowance [Line Items]
Impaired Financing Receivable, with Related Allowance, Recorded Investment	$ 76,102	$ 96,609
Impaired Financing Receivable, with Related Allowance, Unpaid Principal Balance	95,033	102,483
Related Allowance	16,165	15,304
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	77,235	110,079
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	3,012	3,699
Loans with no Related Allowance [Line Items]
Impaired Financing Receivable, with No Related Allowance, Recorded Investment	33,941	37,081
Impaired Financing Receivable, with No Related Allowance, Unpaid Principal Balance	52,987	62,283
Impaired Financing Receivable, with No Related Allowance, Average Recorded Investment	36,462	35,627
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	616
Interest Income Recognized		(73)
Total Impaired Loans Individually Evaluated [Line Items]
Recorded Investment	110,043	133,690
Unpaid Principal Balance	148,020	164,766
Average Recorded Investment	113,697	145,707
Interest Income Recognized	$ 3,628	$ 3,626
Net Recorded Investment of the Impaired Loans	63.00%	72.00%
Bank Mutual [Member]
Total Impaired Loans Individually Evaluated [Line Items]
Loans and Leases Receivable, Net of Deferred Income, Purchased Credit Impaired Loans And Covered Loans	$ 2,000	$ 5,000
Loans with a related allowance
Loans with a Related Allowance [Line Items]
Related Allowance	16,165	15,304
Commercial and industrial
Loans with a Related Allowance [Line Items]
Impaired Financing Receivable, with Related Allowance, Recorded Investment	47,249	40,747
Impaired Financing Receivable, with Related Allowance, Unpaid Principal Balance	63,346	42,131
Related Allowance	12,010	5,721
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	45,290	52,461
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	1,832	1,167
Loans with no Related Allowance [Line Items]
Impaired Financing Receivable, with No Related Allowance, Recorded Investment	14,787	22,406
Impaired Financing Receivable, with No Related Allowance, Unpaid Principal Balance	33,438	45,024
Impaired Financing Receivable, with No Related Allowance, Average Recorded Investment	20,502	21,352
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	63
Interest Income Recognized		(344)
Total Impaired Loans Individually Evaluated [Line Items]
Recorded Investment	62,035	63,153
Unpaid Principal Balance	96,784	87,155
Average Recorded Investment	65,792	73,813
Interest Income Recognized	1,895	823
Commercial and industrial | Loans with a related allowance
Loans with a Related Allowance [Line Items]
Related Allowance	12,010	5,721
Commercial real estate - owner occupied
Loans with a Related Allowance [Line Items]
Impaired Financing Receivable, with Related Allowance, Recorded Investment	1,676	2,080
Impaired Financing Receivable, with Related Allowance, Unpaid Principal Balance	1,682	2,087
Related Allowance	19	24
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	1,774	2,179
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	88	104
Loans with no Related Allowance [Line Items]
Impaired Financing Receivable, with No Related Allowance, Recorded Investment	0	3,772
Impaired Financing Receivable, with No Related Allowance, Unpaid Principal Balance	0	4,823
Impaired Financing Receivable, with No Related Allowance, Average Recorded Investment	0	3,975
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	0	0
Total Impaired Loans Individually Evaluated [Line Items]
Recorded Investment	1,676	5,852
Unpaid Principal Balance	1,682	6,910
Average Recorded Investment	1,774	6,154
Interest Income Recognized	88	104
Commercial real estate - owner occupied | Loans with a related allowance
Loans with a Related Allowance [Line Items]
Related Allowance	19	24
Commercial and business lending
Loans with a Related Allowance [Line Items]
Impaired Financing Receivable, with Related Allowance, Recorded Investment	48,924	42,827
Impaired Financing Receivable, with Related Allowance, Unpaid Principal Balance	65,028	44,218
Related Allowance	12,029	5,745
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	47,064	54,640
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	1,919	1,271
Loans with no Related Allowance [Line Items]
Impaired Financing Receivable, with No Related Allowance, Recorded Investment	14,787	26,178
Impaired Financing Receivable, with No Related Allowance, Unpaid Principal Balance	33,438	49,847
Impaired Financing Receivable, with No Related Allowance, Average Recorded Investment	20,502	25,327
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	63
Interest Income Recognized		(344)
Total Impaired Loans Individually Evaluated [Line Items]
Recorded Investment	63,711	69,005
Unpaid Principal Balance	98,466	94,065
Average Recorded Investment	67,566	79,967
Interest Income Recognized	1,982	927
Commercial and business lending | Loans with a related allowance
Loans with a Related Allowance [Line Items]
Related Allowance	12,029	5,745
Commercial real estate - investor
Loans with a Related Allowance [Line Items]
Impaired Financing Receivable, with Related Allowance, Recorded Investment	928	799
Impaired Financing Receivable, with Related Allowance, Unpaid Principal Balance	2,104	805
Related Allowance	15	28
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	950	827
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	15	38
Loans with no Related Allowance [Line Items]
Impaired Financing Receivable, with No Related Allowance, Recorded Investment	3,705	1,585
Impaired Financing Receivable, with No Related Allowance, Unpaid Principal Balance	3,705	2,820
Impaired Financing Receivable, with No Related Allowance, Average Recorded Investment	3,980	980
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	159	68
Total Impaired Loans Individually Evaluated [Line Items]
Recorded Investment	4,633	2,384
Unpaid Principal Balance	5,808	3,625
Average Recorded Investment	4,931	1,807
Interest Income Recognized	174	106
Commercial real estate - investor | Loans with a related allowance
Loans with a Related Allowance [Line Items]
Related Allowance	15	28
Real estate construction
Loans with a Related Allowance [Line Items]
Impaired Financing Receivable, with Related Allowance, Recorded Investment	477	510
Impaired Financing Receivable, with Related Allowance, Unpaid Principal Balance	559	589
Related Allowance	67	75
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	494	533
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	30	32
Loans with no Related Allowance [Line Items]
Impaired Financing Receivable, with No Related Allowance, Recorded Investment	0	0
Impaired Financing Receivable, with No Related Allowance, Unpaid Principal Balance	0	0
Impaired Financing Receivable, with No Related Allowance, Average Recorded Investment	0	0
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	0	0
Total Impaired Loans Individually Evaluated [Line Items]
Recorded Investment	477	510
Unpaid Principal Balance	559	589
Average Recorded Investment	494	533
Interest Income Recognized	30	32
Real estate construction | Loans with a related allowance
Loans with a Related Allowance [Line Items]
Related Allowance	67	75
Commercial real estate lending
Loans with a Related Allowance [Line Items]
Impaired Financing Receivable, with Related Allowance, Recorded Investment	1,405	1,309
Impaired Financing Receivable, with Related Allowance, Unpaid Principal Balance	2,663	1,394
Related Allowance	82	103
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	1,445	1,360
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	45	70
Loans with no Related Allowance [Line Items]
Impaired Financing Receivable, with No Related Allowance, Recorded Investment	3,705	1,585
Impaired Financing Receivable, with No Related Allowance, Unpaid Principal Balance	3,705	2,820
Impaired Financing Receivable, with No Related Allowance, Average Recorded Investment	3,980	980
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	159	68
Total Impaired Loans Individually Evaluated [Line Items]
Recorded Investment	5,110	2,894
Unpaid Principal Balance	6,367	4,214
Average Recorded Investment	5,425	2,340
Interest Income Recognized	204	138
Commercial real estate lending | Loans with a related allowance
Loans with a Related Allowance [Line Items]
Related Allowance	82	103
Total commercial
Loans with a Related Allowance [Line Items]
Impaired Financing Receivable, with Related Allowance, Recorded Investment	50,329	44,136
Impaired Financing Receivable, with Related Allowance, Unpaid Principal Balance	67,691	45,612
Related Allowance	12,111	5,848
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	48,509	56,000
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	1,965	1,341
Loans with no Related Allowance [Line Items]
Impaired Financing Receivable, with No Related Allowance, Recorded Investment	18,491	27,763
Impaired Financing Receivable, with No Related Allowance, Unpaid Principal Balance	37,142	52,667
Impaired Financing Receivable, with No Related Allowance, Average Recorded Investment	24,482	26,307
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	222
Interest Income Recognized		(276)
Total Impaired Loans Individually Evaluated [Line Items]
Recorded Investment	68,820	71,899
Unpaid Principal Balance	104,833	98,279
Average Recorded Investment	72,991	82,307
Interest Income Recognized	2,186	1,065
Total commercial | Loans with a related allowance
Loans with a Related Allowance [Line Items]
Related Allowance	12,111	5,848
Residential mortgage
Loans with a Related Allowance [Line Items]
Impaired Financing Receivable, with Related Allowance, Recorded Investment	21,450	41,691
Impaired Financing Receivable, with Related Allowance, Unpaid Principal Balance	22,625	45,149
Related Allowance	2,740	6,023
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	23,721	42,687
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	856	1,789
Loans with no Related Allowance [Line Items]
Impaired Financing Receivable, with No Related Allowance, Recorded Investment	14,104	8,795
Impaired Financing Receivable, with No Related Allowance, Unpaid Principal Balance	14,461	9,074
Impaired Financing Receivable, with No Related Allowance, Average Recorded Investment	10,962	8,790
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	373	203
Total Impaired Loans Individually Evaluated [Line Items]
Recorded Investment	35,554	50,486
Unpaid Principal Balance	37,087	54,223
Average Recorded Investment	34,683	51,477
Interest Income Recognized	1,229	1,992
Residential mortgage | Loans with a related allowance
Loans with a Related Allowance [Line Items]
Related Allowance	2,740	6,023
Home equity
Loans with a Related Allowance [Line Items]
Impaired Financing Receivable, with Related Allowance, Recorded Investment	3,076	9,601
Impaired Financing Receivable, with Related Allowance, Unpaid Principal Balance	3,468	10,539
Related Allowance	1,190	3,312
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	3,756	10,209
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	191	566
Loans with no Related Allowance [Line Items]
Impaired Financing Receivable, with No Related Allowance, Recorded Investment	1,346	523
Impaired Financing Receivable, with No Related Allowance, Unpaid Principal Balance	1,383	542
Impaired Financing Receivable, with No Related Allowance, Average Recorded Investment	1,017	530
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	21	0
Total Impaired Loans Individually Evaluated [Line Items]
Recorded Investment	4,422	10,124
Unpaid Principal Balance	4,851	11,081
Average Recorded Investment	4,773	10,739
Interest Income Recognized	211	566
Home equity | Loans with a related allowance
Loans with a Related Allowance [Line Items]
Related Allowance	1,190	3,312
Other consumer
Loans with a Related Allowance [Line Items]
Impaired Financing Receivable, with Related Allowance, Recorded Investment	1,247	1,181
Impaired Financing Receivable, with Related Allowance, Unpaid Principal Balance	1,249	1,183
Related Allowance	125	121
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	1,250	1,184
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	1	3
Loans with no Related Allowance [Line Items]
Impaired Financing Receivable, with No Related Allowance, Recorded Investment	0	0
Impaired Financing Receivable, with No Related Allowance, Unpaid Principal Balance	0	0
Impaired Financing Receivable, with No Related Allowance, Average Recorded Investment	0	0
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	0	0
Total Impaired Loans Individually Evaluated [Line Items]
Recorded Investment	1,247	1,181
Unpaid Principal Balance	1,249	1,183
Average Recorded Investment	1,250	1,184
Interest Income Recognized	1	3
Other consumer | Loans with a related allowance
Loans with a Related Allowance [Line Items]
Related Allowance	125	121
Total consumer
Loans with a Related Allowance [Line Items]
Impaired Financing Receivable, with Related Allowance, Recorded Investment	25,773	52,473
Impaired Financing Receivable, with Related Allowance, Unpaid Principal Balance	27,342	56,871
Related Allowance	4,055	9,456
Impaired Financing Receivable, with Related Allowance, Average Recorded Investment	28,726	54,080
Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method	1,047	2,358
Loans with no Related Allowance [Line Items]
Impaired Financing Receivable, with No Related Allowance, Recorded Investment	15,450	9,318
Impaired Financing Receivable, with No Related Allowance, Unpaid Principal Balance	15,845	9,616
Impaired Financing Receivable, with No Related Allowance, Average Recorded Investment	11,979	9,320
Impaired Financing Receivable, with No Related Allowance, Interest Income, Accrual Method	394	203
Total Impaired Loans Individually Evaluated [Line Items]
Recorded Investment	41,223	61,791
Unpaid Principal Balance	43,187	66,487
Average Recorded Investment	40,706	63,400
Interest Income Recognized	1,441	2,561
Total consumer | Loans with a related allowance
Loans with a Related Allowance [Line Items]
Related Allowance	$ 4,055	$ 9,456

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Statement of Comprehensive Income [Abstract]
Net income		$ 326,790	$ 333,562	$ 229,264
Investment securities available for sale
Net unrealized gains (losses)		111,592	(39,891)	(12,302)
Net unrealized gain (loss) on available for sale securities transferred to held to maturity securities		0	0	(14,738)
Amortization of net unrealized (gains) losses on available for sale securities transferred to held to maturity securities		895	(572)	(2,665)
Reclassification adjustment for net losses (gains) realized in net income(a)	[1]	(5,957)	1,985	0
Reclassification from OCI due to change in accounting principle		0	(84)	0
Reclassification of certain tax effects from OCI		0	(8,419)	0
Income tax (expense) benefit		(26,898)	9,791	11,331
Other comprehensive income (loss) on investment securities available for sale		79,631	(37,189)	(18,374)
Defined benefit pension and postretirement obligations
Amortization of prior service cost		(148)	(148)	(148)
Net actuarial (loss) gain		16,296	(28,612)	14,273
Amortization of actuarial loss (gain)		476	2,203	2,282
Reclassification of certain tax effects from OCI		0	(5,235)	0
Income tax (expense) benefit		(4,465)	6,767	(6,112)
Other comprehensive income (loss) on pension and postretirement obligations		12,158	(25,025)	10,295
Total other comprehensive income (loss)		91,789	(62,214)	(8,079)
Comprehensive income		$ 418,579	$ 271,348	$ 221,185

[1] (a) Includes only available for sale securities.

XML

Loans, Loan Composition (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Loans and Leases Receivable Disclosure [Line Items]
Loans and Leases Receivable, Net of Deferred Income		$ 22,821,440	$ 22,940,429
Commercial and industrial
Loans and Leases Receivable Disclosure [Line Items]
Loans and Leases Receivable, Net of Deferred Income		7,354,594	7,398,044
Commercial real estate - owner occupied
Loans and Leases Receivable Disclosure [Line Items]
Loans and Leases Receivable, Net of Deferred Income		911,265	920,443
Commercial and business lending
Loans and Leases Receivable Disclosure [Line Items]
Loans and Leases Receivable, Net of Deferred Income		8,265,858	8,318,487
Commercial real estate - investor
Loans and Leases Receivable Disclosure [Line Items]
Loans and Leases Receivable, Net of Deferred Income		3,794,517	3,751,554
Real estate construction
Loans and Leases Receivable Disclosure [Line Items]
Loans and Leases Receivable, Net of Deferred Income		1,420,900	1,335,031
Commercial real estate lending
Loans and Leases Receivable Disclosure [Line Items]
Loans and Leases Receivable, Net of Deferred Income		5,215,417	5,086,585
Total commercial
Loans and Leases Receivable Disclosure [Line Items]
Loans and Leases Receivable, Net of Deferred Income		13,481,275	13,405,072
Residential mortgage
Loans and Leases Receivable Disclosure [Line Items]
Loans and Leases Receivable, Net of Deferred Income		8,136,980	8,277,712
Approximate Carrying Amount of Loans Sold	approximately $240 million
Home equity
Loans and Leases Receivable Disclosure [Line Items]
Loans and Leases Receivable, Net of Deferred Income		852,025	894,473
Other consumer
Loans and Leases Receivable Disclosure [Line Items]
Loans and Leases Receivable, Net of Deferred Income		351,159	363,171
Total consumer
Loans and Leases Receivable Disclosure [Line Items]
Loans and Leases Receivable, Net of Deferred Income		9,340,164	9,535,357
Carrying Amount Of Loans Sold	$ 33,000
Bank Mutual [Member]
Loans and Leases Receivable Disclosure [Line Items]
Purchased credit-impaired loans		$ 2,000	$ 5,000

XML

Short and Long-term Funding FHLB Maturity Schedule (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
FHLB_Maturity_ [Line Items]
Federal Home Loan Bank, Advances, Branch of FHLB Bank, Amount of Advances	$ 3,180,967	$ 3,574,371
Weighted Average Coupon Rate	2.20%	2.19%
Maturity or put date 1 year or less
FHLB_Maturity_ [Line Items]
Federal Home Loan Bank, Advances, Branch of FHLB Bank, Amount of Advances	$ 2,055,056	$ 2,262,584
Weighted Average Coupon Rate	2.19%	2.06%
After 1 but within 2
FHLB_Maturity_ [Line Items]
Federal Home Loan Bank, Advances, Branch of FHLB Bank, Amount of Advances	$ 14,099	$ 1,285,039
Weighted Average Coupon Rate	2.95%	2.39%
After 2 but within 3
FHLB_Maturity_ [Line Items]
Federal Home Loan Bank, Advances, Branch of FHLB Bank, Amount of Advances	$ 504,154	$ 14,393
Weighted Average Coupon Rate	2.12%	2.98%
After 3 years
FHLB_Maturity_ [Line Items]
Federal Home Loan Bank, Advances, Branch of FHLB Bank, Amount of Advances	$ 607,657	$ 12,354
Weighted Average Coupon Rate	2.29%	4.55%

XML

Deposits, Time Deposit Maturities (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Time Deposits, Fiscal Year Maturity [Abstract]
2020	$ 1,947,004
2021	477,780
2022	97,141
2023	55,028
2024	45,510
Thereafter	340
Total	$ 2,622,803

XML

Investment Securities, AFS and HTM Contractual Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Amortized Cost
Due in one year or less	$ 2,795
Due after one year through five years	32,399
Due after five years through ten years	317,292
Due after ten years	180,422
Total debt securities	532,908
Investment securities available for sale, amortized cost	3,251,950	$ 4,041,902
Fair Value
Due in one year or less	2,800
Due after one year through five years	32,901
Due after five years through ten years	326,361
Due after ten years	187,098
Total debt securities, AFS Fair Value	549,160
Investment securities available for sale, at fair value	$ 3,262,586	3,946,941
Ratio of Fair Value to Amortized Cost	100.30%
Amortized Cost
Due in one year or less	$ 29,033
Due after one year through five years	82,023
Due after five years through ten years	136,138
Due after ten years	1,172,373
Total debt securities, HTM Amortized Cost	1,419,568
Amortized Cost	2,205,083	2,740,511
Fair Value
Due in one year or less	29,218
Due after one year through five years	83,245
Due after five years through ten years	140,704
Due after ten years	1,235,077
Total debt securities, HTM Fair Value	1,488,245
Debt Securities, Held-to-maturity, Fair Value	$ 2,276,465	2,710,271
Ratio of Fair Value to Amortized Cost	103.20%
FFELP asset backed securities
Amortized Cost
Investment securities available for sale, amortized cost	$ 270,178
Fair Value
Investment securities available for sale, at fair value	263,693
Amortized Cost
Amortized Cost	0
Fair Value
Debt Securities, Held-to-maturity, Fair Value	0
FNMA/FHLMC [Member] | Residential Related Securities
Amortized Cost
Investment securities available for sale, amortized cost	131,158	296,296
Fair Value
Investment securities available for sale, at fair value	132,660	295,252
Amortized Cost
Amortized Cost	81,676	92,788
Fair Value
Debt Securities, Held-to-maturity, Fair Value	83,420	91,162
FNMA/FHLMC [Member] | Commercial mortgage-related securities
Amortized Cost
Investment securities available for sale, amortized cost	19,929
Fair Value
Investment securities available for sale, at fair value	21,728
Amortized Cost
Amortized Cost	0
Fair Value
Debt Securities, Held-to-maturity, Fair Value	0
GNMA [Member] | Residential Related Securities
Amortized Cost
Investment securities available for sale, amortized cost	982,941	2,169,943
Fair Value
Investment securities available for sale, at fair value	985,139	2,128,531
Amortized Cost
Amortized Cost	269,523	351,606
Fair Value
Debt Securities, Held-to-maturity, Fair Value	270,296	345,035
GNMA [Member] | Commercial mortgage-related securities
Amortized Cost
Investment securities available for sale, amortized cost	1,314,836	1,273,309
Fair Value
Investment securities available for sale, at fair value	1,310,207	1,220,797
Amortized Cost
Amortized Cost	434,317	505,434
Fair Value
Debt Securities, Held-to-maturity, Fair Value	$ 434,503	$ 490,414

XML

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

The accounting and reporting policies of the Corporation conform to U.S. GAAP 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 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 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 tax credit and other investments on the consolidated balance sheets, and the Corporation’s share of income or loss is recorded in other noninterest income, while distributions in excess of the investment are asset gains (losses), net.

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, MSRs valuation, and income taxes. Management has evaluated subsequent events for potential recognition or disclosure. Within the tables presented, certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes.

Business Combinations

The Corporation accounts for its acquisitions using the purchase accounting method. Purchase accounting requires the total purchase price to be allocated to the estimated fair values of assets acquired and liabilities assumed, including certain intangible assets that must be recognized. Typically, this allocation results in the purchase price exceeding the fair value of net assets acquired, which is recorded as goodwill. Core deposit intangibles are a measure of the value of checking, money market and savings deposits acquired in business combinations accounted for under the purchase method. Core deposit intangibles and other identified intangibles with finite useful lives are amortized using the straight line method over their estimated useful lives of up to ten years.

Loans that the Corporation acquires in connection with acquisitions are recorded at fair value with no carryover of the related allowance for credit losses. Fair value of the loans involves estimating the amount and timing of principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest. The excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable discount and is recognized into interest income over the remaining life of the loan when there is a reasonable expectation about the amount and timing of such cash flows. If a reasonable expectation on the amount or timing of such cash flows can't be determined, accretion of the fair value discount for nonperforming loans will be recognized using the cost recovery method of accounting.

For purchased credit-impaired loans, the difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the non-accretable discount. The non-accretable discount includes estimated future credit losses expected to be incurred over the life of the loan. Subsequent decreases to the expected cash flows will require the Corporation to evaluate the need for an additional allowance for credit losses. Subsequent improvement in expected cash flows will result in the reversal of a corresponding amount of the non-accretable discount which the Corporation will then reclassify as accretable discount that will be recognized into interest income over the remaining life of the loan.

The Corporation accounts for performing loans acquired in business combinations using the contractual cash flows method of recognizing discount accretion based on the acquired loans’ contractual cash flows. Purchased performing loans are recorded at fair value, including credit, interest, and liquidity discounts. The fair value discount is accreted as an adjustment to yield over the estimated lives of the loans. There is no allowance for loan losses established at the acquisition date for purchased performing loans. A provision for loan losses is recorded for any further deterioration in these loans subsequent to the acquisition. See Note 2 for additional information on the Corporation's acquisitions.

Investment Securities

Securities are classified as held to maturity, available for sale, or equity on the consolidated balance sheets 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 OCI. Investment securities classified as equity securities are carried at fair value with changes in fair value immediately reflected in the consolidated statements of 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, on 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 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 OCI. Declines in value determined to be other-than-temporary are included in investment securities gains (losses), net, on the consolidated statements of income. See Note 3 for additional information on investment securities.

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 Held for Sale

Residential 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 estimated fair value. As a result of holding these loans at fair value, changes in the secondary market is reflected in earnings immediately, as opposed to being dependent upon the timing of sales. The estimated fair value is based on what secondary markets are currently offering for portfolios with similar characteristics.

Commercial Loans Held for Sale: Loans held for sale are carried at the lower of cost or estimated fair value. The estimated fair value is based on a discounted cash flow analysis.

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. See also Note 4 for additional information on loans.

Nonaccrual Loans: 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.

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.

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. See Note 4 for additional information on restructured loans.

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.

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, and other consumer, are collectively evaluated for impairment.

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 above for further policy discussion and see Note 4 for additional information on the allowance for loan losses.

OREO

OREO is included in other assets on 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. OREO 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. OREO 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.

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 on the consolidated balance sheets. The determination of the appropriate level of the allowance for unfunded commitments is based upon an evaluation of the unfunded credit facilities, including an assessment of historical commitment utilization experience and credit risk grading of the loan. Net adjustments to the allowance for unfunded commitments are included in the provision for credit losses on the consolidated statements of income. See Note 4 and Note 16 for additional information on the allowance for unfunded commitments.

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, including extension options which the Corporation has determined are reasonably certain to be exercised, or the estimated useful lives of the improvements. Software, included in other assets on 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.

Leases

The Corporation determines if a lease is present at the inception of an agreement. Operating leases are capitalized at commencement and are discounted using the Corporation’s FHLB borrowing rate for a similar term borrowing unless the lease defines an implicit rate within the contract. Leases with original terms of less than 12 months are not capitalized. For operating leases existing prior to January 1, 2019, the rate for the remaining lease term as of January 1, 2019 was used.

Right-of-use assets represent the Corporation’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease right-of-use assets and operating lease liabilities are recognized on the lease commencement date based on the present value of lease payments over the lease term. No significant judgments or assumptions were involved in developing the estimated operating lease liabilities as the Corporation’s operating lease liabilities largely represent future rental expenses associated with operating leases and the borrowing rates are based on publicly available interest rates.

The lease term includes options to extend or terminate the lease. These options to extend or terminate are assessed on a lease-by-lease basis and adjustments are made to the right-of-use asset and lease liability if the Corporation is reasonably certain that an option will be exercised and will be expensed on a straight-line basis. Operating and finance leases are included within premises and equipment, net and other assets, respectively, on the consolidated balance sheets. See Note 7 for additional information on leases.

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 a straight-line basis to expense over a 10-year period. The other intangibles have estimated finite lives and are amortized on a straight-line basis over their expected useful life. 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, an MSRs asset is capitalized, which represents the then current fair value of future net cash flows expected to be realized for performing servicing activities. MSRs, 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. MSRs are amortized in proportion to and over the period of estimated net servicing income, and assessed for impairment at each reporting date. MSRs are carried at the lower of the initial capitalized amount, net of accumulated amortization, or estimated fair value, and included in other intangible assets, net, on the consolidated balance sheets.

The Corporation periodically evaluates its MSRs 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 MSRs asset generally decreases, requiring additional valuation

reserve. Conversely, as mortgage interest rates rise, prepayment speeds are usually slower and the value of the MSRs 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 MSRs 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 MSRs 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 MSRs asset and valuation allowance, precluding subsequent recoveries. See Note 5 for additional information on MSRs.

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 DTAs, management considers whether it is more likely than not that some portion or all of the DTAs will not be realized. The ultimate realization of DTAs 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.

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, 2019 and 2018, 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 impacted. 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. Amounts within accumulated other comprehensive income are reclassified into earnings in the period the hedged item affects earnings. For a derivative designated as a free-standing derivative instrument, changes in fair value are reported in current period earnings. The free-standing derivative instruments included: interest rate risk management, commodity hedging, and foreign currency exchange solutions.

The Corporation is exposed to counterparty credit risk, which is the risk that counterparties to the derivative contracts do not perform as expected. If a counterparty fails to perform, our counterparty credit risk is equal to the amount reported as a derivative asset on our balance sheet. The Corporation uses master netting arrangements to mitigate counterparty credit risk in derivative transactions. To the extent the derivatives are subject to master netting arrangements, the Corporation takes into account the impact of master netting arrangements that allow the Corporation to settle all derivative contracts executed with the same counterparty on a net basis, and to offset the net derivative position with the related cash collateral. In the third quarter of 2019, the Corporation elected to offset derivative transactions with the same counterparty on the consolidated balance sheets when a derivative transaction has a legally enforceable master netting arrangement and when it is eligible for netting. Derivative balances and related cash collateral are presented net on the consolidated balance sheets. Refer to Change in Accounting Policy section within this note for additional discussion.

Securities Sold Under Agreement to Repurchase

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. These repurchase agreements are accounted for as collateralized financing arrangements (i.e., secured borrowings 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)) 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 obligation to repurchase the securities is reflected as a liability within federal funds purchased and securities sold under agreements to repurchase on the Corporation’s consolidated balance sheets, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. See Notes 9 and 15 for additional information on repurchase agreements.

Retirement Plans

The funded status of the retirement plans is recognized as an asset or liability on the consolidated balance sheets and changes in that funded status are recognized in the year in which the changes occur through OCI. 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. Performance awards are based on performance goals of earnings per share and total shareholder return with vesting ranging from a minimum of 0% to a maximum of 150% of the target award. Performance awards are valued utilizing a Monte Carlo simulation model to estimate fair value of the awards at the grant date. 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. 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 on 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 postretirement plans. Comprehensive income is reported on 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 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, Cash Equivalents, and Restricted Cash

For purposes of the consolidated statements of cash flows, cash, cash equivalents, and restricted cash are considered to include cash and due from banks, interest-bearing deposits in other financial institutions, 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 and unvested restricted stock awards) and common stock warrants. See Note 20 for additional information on earnings per common share.

Change in Accounting Policy

The Corporation enters into ISDA master netting agreements with a portion of the Corporation’s derivative counterparties. Where legally enforceable, these master netting agreements give the Corporation, in the event of default by the counterparty, the right to liquidate securities and offset cash with the same counterparty. Under ASC 815-10-45-5, payables and receivables in respect of cash collateral received from or paid to a given counterparty can be offset against derivative fair values under a master netting arrangement. GAAP does not permit similar offsetting for security collateral. Prior to the third quarter of 2019, the Corporation elected to account for all derivatives’ fair values and related cash collateral on a gross basis on its consolidated balance sheets. In the third quarter of 2019, the Corporation elected to offset derivative assets and liabilities and cash collateral with the same counterparty where it has a legally enforceable master netting agreement in place. The change had no impact on either earnings or equity. The Corporation believes that this change is a preferable method of accounting as it provides a better reflection of the assets and liabilities on the face of the consolidated balance sheets. Adoption of this change is voluntary and has been adopted retrospectively with all prior periods presented herein being revised for comparability and as required. A reduction of $33 million was reflected between other assets as well as accrued expenses and other liabilities as of December 31, 2018 on the consolidated balance sheets.

Change in Accounting Estimate

During the third quarter of 2019, the Corporation reassessed its estimate of the useful lives of certain fixed assets. The Corporation revised its original useful life estimate from 7 years to 12 years for furniture assets. This is considered a change in accounting estimate, per ASC 250-10, where adjustments should be made prospectively. The impact of this change in accounting estimate for the year ended December 31, 2019 to net income on the consolidated statements of income and premises and equipment, net on the consolidated balance sheets was approximately $915,000.

Recently Issued Authoritative Accounting Guidance

Standard	Description	Date of adoption	Effect on financial statements
ASU 2019-07 Codification Updates to SEC Sections-Amendments to SEC Paragraphs Pursuant to SEC Final Releases No. 33-10532, Disclosure Updates and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates	The FASB issued this amendment to align the guidance in various SEC sections of the Codification with the requirements of certain SEC final rules. This amendment became effective upon issuance.	3rd Quarter 2019	No material impact on results of operations, financial position and liquidity.
ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments	The FASB issued this amendment to clarify certain aspects of accounting for credit losses, hedging activities, and financial instruments. Within ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, the amendment allows an entity to designate partial-term fair value hedges of interest rate risk and measure the hedged item by using an assumed maturity, clarifies that an entity can start to amortize the hedged items basis adjustment in a fair value hedge, and it requires entities to disclose for fair value hedging relationships the carrying amounts of hedged assets and liabilities and the cumulative amount of fair value hedge basis adjustments. In addition, it permits a one-time election to reclassify securities that could be used in a hedge from held to maturity to available for sale without risk of tainting the remainder of the held to maturity portfolio. For entities that have adopted the amendments in Update 2017-12 as of the issuance date of this Update, the effective date is as of the beginning of the first annual period beginning after the issuance date of this Update. For those entities, early adoption was permitted, including adoption on any date on or after the issuance of this Update.	3rd Quarter 2019	During the third quarter of 2019, the Corporation made a one-time election to transfer municipal securities with an amortized cost of $692 million from held to maturity to available for sale.
ASU-2018-15 Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract	The FASB issued an amendment which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The amendments in this Update require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The amendments also require the entity (customer) to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. The amendment is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Entities were required to apply the amendment either retrospectively or prospectively to all implementation costs incurred after the date of adoption. Early adoption was permitted.	1st Quarter 2019	The Corporation elected to early adopt this amendment using the prospective approach. No material impact on results of operation, financial position or liquidity.
ASU 2018-09 Codification Improvements	The FASB issued an amendment which affects a wide variety of Topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance. The amendments in this Update represent changes to clarify, correct errors in, or make minor improvements to the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. The transition and effective date guidance is based on the facts and circumstances of each amendment. Some of the amendments in this Update did not require transition guidance and were effective upon issuance of this Update. However, many of the amendments in this Update did have transition guidance with effective dates for annual periods beginning after December 15, 2018. There are some conforming amendments in this Update that have been made to recently issued guidance that is not yet effective that may require application of the transition and effective date guidance in the original ASU.	1st Quarter 2019	No material impact on results of operations, financial position and liquidity.

Standard	Description	Date of adoption	Effect on financial statements
ASU 2016-02 Leases (Topic 842)	The FASB issued an amendment to provide transparency and comparability among organizations by recognizing lease assets and lease liabilities on the consolidated balance sheets and disclosing key information about leasing arrangements. This amendment required lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and 2) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. This amendment was effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that entities could elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. Early adoption was permitted. ASU 2018-01 permits an entity to elect an optional transition practical expedient to not evaluate under Topic 842 land easements that exist or expired before the entity's adoption of Topic 842. ASU 2018-10 was issued as improvements and clarifications of ASU 2016-02 were identified. This Update provides clarification on narrow aspects of the previously issued Updates. ASU 2018-11 was issued to provide entities with an additional (and optional) transition method to adopt the new leases standard under ASU 2016-02. ASU 2019-01 was issued to assist in determining the fair value of underlying assets by lessors, address the presentation to the statements of cash flows, and clarify transition disclosures related to Topic 250.	1st Quarter 2019	The Corporation has adopted this amendment utilizing a modified retrospective approach. At adoption, a right-of-use asset and corresponding lease liability were recognized on the consolidated balance sheets for $52 million and $56 million, respectively. See Note 7 for expanded disclosure requirements.

Future Accounting Pronouncements

The expected impact of accounting pronouncements recently issued or proposed but not yet required to be adopted are discussed in the table below. To the extent that the adoption of new accounting standards materially affect the Corporation’s financial condition, results of operations, or liquidity, the impacts are discussed in the applicable sections of this financial review.

Standard	Description	Date of anticipated adoption	Effect on financial statements
ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	The FASB issued an amendment to replace the current incurred loss impairment methodology. Under the new guidance, entities will be required to measure expected credit losses by utilizing forward-looking information to assess an entity's allowance for credit losses. The guidance also requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. This amendment is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Entities should apply the amendment by means of a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. ASU 2018-19 was issued to clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. ASU 2019-04 was issued and provides entities alternatives for measurement of accrued interest receivable, clarifies the steps entities should take when recording the transfer of loans or debt securities between measurement classifications or categories and clarifies that entities should include expected recoveries on financial assets. ASU 2019-05 was issued to provide entities that have certain instruments within the scope of Subtopic 320-20 with an option to irrevocably elect the fair value option in Subtopic 825-10. ASU 2019-11 was issued to clarify and address stakeholders' specific issues relating to expected recoveries on purchased credit deteriorated assets and transition and disclosure relief related to troubled debt restructured loans and accrued interest, respectively. Early adoption is permitted.	1st Quarter 2020	The Corporation has developed a CECL allowance model which calculates reserves over the life of the loan and is largely driven by portfolio characteristics, risk-grading, economic outlook, and other key methodology assumptions. Those assumptions are based upon the existing probability of default and loss given default framework. In addition, analysis derived from the Corporation's stress testing processes have been leveraged in the development of CECL models. The Corporation will utilize a single economic forecast over a 2-year reasonable and supportable forecast period. In the second year the Corporation will use straight-line reversion to historical losses. The Corporation's cross functional team will periodically refine the model as needed. The Corporation expects to incur a $70 to $80 million after-tax charge which will decrease the opening stockholders' equity balance as of January 1, 2020. A majority of the increase is the result of economic uncertainty and unfunded commitments. The total estimated impact equates to a 21 to 24 basis point decrease to the tangible common equity ratio. The Corporation anticipates increases in the allowance for credit losses on longer dated portfolios and decreases in the shorter dated portfolios. The Corporation is in the process of finalizing the review of the most recent model run and finalizing assumptions including qualitative adjustments, probable troubled debt restructurings, and economic forecasts.

Standard	Description	Date of anticipated adoption	Effect on financial statements
ASU 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement	The FASB issued an amendment to add, modify, and remove disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the FASB Concepts Statement "Conceptual Framework for Financial Reporting", including the consideration of costs and benefits. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted.	1st Quarter 2020	Upon adoption, the Corporation will have a slight change in presentation, and an immaterial impact to its results of operations, financial position, and liquidity.
ASU 2017-04 Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment	The FASB issued an amendment to simplify the subsequent quantitative measurement of goodwill by eliminating step two from the goodwill impairment test. Instead, an entity will perform only step one of its quantitative goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and then recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity will still have the option to perform a qualitative assessment for a reporting unit to determine if the quantitative step one impairment test is necessary. This amendment is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Entities should apply the amendment prospectively. Early adoption is permitted, including in an interim period, for impairment tests performed after January 1, 2017.	2nd Quarter 2020, consistent with the Corporation's annual impairment test in May of each year	The Corporation is currently evaluating the impact on its results of operations, financial position, and liquidity. The Corporation has not had to perform a step one quantitative analysis since 2012, which concluded no impairment was necessary.
ASU 2018-14 Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans	The FASB issued an amendment to modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The amendments also added requirements to disclose the weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates and an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. The amendment also clarifies the disclosure requirements in paragraph 715-20-50-3, which states that certain information for defined benefit pension plans should be disclosed. The amendments in this Update remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. The amendment is effective for fiscal years ending after December 15, 2020. Entities should apply the amendments in this Update on a retrospective basis to all periods presented. Early adoption is permitted.	1st Quarter 2021	The Corporation is currently evaluating the impact on its results of operations, financial position and liquidity.
ASU 2019-12 Income Taxes (Topic 740)-Simplifying the Accounting for Income Taxes	The FASB issued this amendment to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendment also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted.	1st Quarter 2021	The Corporation is currently evaluating the impact on its results of operations, financial position and liquidity.

XML

Income Taxes, Deferred Tax Assets and Liabilities Resulted in Deferred Taxes Table (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Gross deferred tax assets:
Allowance for loan losses	$ 48,790,000	$ 61,143,000
Allowance for other losses	7,236,000	8,304,000
Accrued liabilities	4,005,000	3,736,000
Deferred compensation	28,018,000	24,754,000
Benefit of tax loss and credit carryforwards	13,444,000	10,126,000
Nonaccrual interest	1,299,000	1,666,000
Net unrealized losses on available-for-sale securities	0	25,731,000
Net unrealized losses on pension and postretirement benefits	12,174,000	16,640,000
Other	3,495,000	1,916,000
Total deferred tax assets	118,461,000	154,015,000
Valuation allowance for deferred tax assets	(251,000)	(251,000)	$ (269,000)
Total deferred tax assets after valuation allowance	118,211,000	153,764,000
Gross deferred tax liabilities
Prepaid expenses	62,227,000	61,250,000
Goodwill	21,099,000	20,178,000
Mortgage banking activities	17,418,000	17,428,000
Deferred loan fee income	12,190,000	11,892,000
State deferred taxes	722,000	518,000
Lease financing	199,000	410,000
Bank premises and equipment	18,348,000	18,655,000
Purchase accounting	13,738,000	12,414,000
Deferred gains from equity securities and other investments	4,810,000	0
Net unrealized gains on available-for-sale securities	1,139,000	0
Other	1,156,000	684,000
Total deferred tax liabilities	153,045,000	143,429,000
Deferred Tax Liabilities, Net	$ (34,836,000)
Net deferred tax assets (liabilities)		$ 10,335,000

XML

Retirement Plans, Estimated Future Benefit Payments (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
2020	$ 19,659
2021	19,755
2022	20,729
2023	20,392
2024	20,710
2025-2029	91,264
Postretirement Plan
Defined Benefit Plan Disclosure [Line Items]
2020	218
2021	213
2022	208
2023	202
2024	196
2025-2029	$ 867

XML

Regulatory Matters

12 Months Ended

Dec. 31, 2019

Banking and Thrift [Abstract]

Regulatory Matters

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 $189 million at December 31, 2019.

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, 2019 and 2018, that the Corporation meets all capital adequacy requirements to which it is subject.

For additional information on the capital requirements applicable for the Corporation and the Bank, please see Part I, Item 1.

As of December 31, 2019 and 2018, the most recent notifications from the OCC and the FDIC 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 2019 or 2018.

	Actual				For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions(b)
($ in Thousands)	Amount		Ratio(a)		Amount		Ratio(a)			Amount		Ratio(a)
As of December 31 , 2019
Associated Banc-Corp
Total capital	$	3,208,625	13.21	%	$	1,943,711	≥	8.00	%
Tier 1 capital	2,736,776		11.26	%	1,457,783		≥	6.00	%
Common equity Tier 1 capital	2,480,698		10.21	%	1,093,337		≥	4.50	%
Leverage	2,736,776		8.83	%	1,239,431		≥	4.00	%
Associated Bank, N.A.
Total capital	$	2,892,650	11.95	%	$	1,936,732	≥	8.00	%	$	2,420,915	≥	10.00	%
Tier 1 capital	2,669,372		11.03	%	1,452,549		≥	6.00	%	1,936,732		≥	8.00	%
Common equity Tier 1 capital	2,469,578		10.20	%	1,089,412		≥	4.50	%	1,573,595		≥	6.50	%
Leverage	2,669,372		8.63	%	1,236,565		≥	4.00	%	1,545,706		≥	5.00	%
As of December 31 , 2018
Associated Banc-Corp
Total capital	$	3,216,575	13.49	%	$	1,907,403	≥	8.00	%
Tier 1 capital	2,705,939		11.35	%	1,430,553		≥	6.00	%
Common equity Tier 1 capital	2,449,721		10.27	%	1,072,914		≥	4.50	%
Leverage	2,705,939		8.49	%	1,275,048		≥	4.00	%
Associated Bank, N.A.
Total capital	$	2,909,064	12.25	%	$	1,900,536	≥	8.00	%	$	2,375,671	≥	10.00	%
Tier 1 capital	2,646,705		11.14	%	1,425,402		≥	6.00	%	1,900,536		≥	8.00	%
Common equity Tier 1 capital	2,446,782		10.30	%	1,069,052		≥	4.50	%	1,544,186		≥	6.50	%
Leverage	2,646,705		8.32	%	1,272,804		≥	4.00	%	1,591,006		≥	5.00	%

(a) When fully phased-in on January 1, 2019, the Basel III capital rules included a capital conservation buffer of 2.5% that was added on top of each of the minimum risk-based capital ratios noted above. Implementation began on January 1, 2016 at the 0.625% level and has increased each subsequent January 1, until it reached 2.5% on January 1, 2019.

(b) Prompt corrective action provisions are not applicable at the bank holding company level.

XML

Regulatory Matters (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Associated Banc-Corp
Regulatory Capital [Abstract]
Total capital	$ 3,208,625	$ 3,216,575
Total Capital Actual Ratio	13.21%	13.49%
Total Capital for Capital Adequacy Purposes Amount	$ 1,943,711	$ 1,907,403
Total Capital for Adequacy Purposes Ratio	8.00%	8.00%
Tier 1 Capital Actual Amount	$ 2,736,776	$ 2,705,939
Tier 1 Capital Actual Ratio	11.26%	11.35%
Tier 1 Capital for Adequacy Purposes Amount	$ 1,457,783	$ 1,430,553
Tier 1 Capital for Adequacy Purposes Ratio	6.00%	6.00%
Common Equity Tier One Capital	$ 2,480,698	$ 2,449,721
Common Equity Tier One Capital to Risk Weighted Assets	10.21%	10.27%
Common Equity Tier One Capital Required for Capital Adequacy	$ 1,093,337	$ 1,072,914
Common Equity Tier One Capital Required for Capital Adequacy to Risk Weighted Assets	4.50%	4.50%
Tier 1 Leverage Capital Actual Amount	$ 2,736,776	$ 2,705,939
Tier 1 Leverage Capital Actual Ratio	8.83%	8.49%
Tier 1 Leverage Capital for Adequacy Purposes Amount	$ 1,239,431	$ 1,275,048
Tier 1 Leverage Capital for Adequacy Purposes Ratio	4.00%	4.00%
Associated Bank, N.A.
Regulatory Capital [Abstract]
Total capital	$ 2,892,650	$ 2,909,064
Total Capital Actual Ratio	11.95%	12.25%
Total Capital for Capital Adequacy Purposes Amount	$ 1,936,732	$ 1,900,536
Total Capital for Adequacy Purposes Ratio	8.00%	8.00%
Total Capital to be Well Capitalized Amount	$ 2,420,915	$ 2,375,671
Total Capital to be Well Capitalized Ratio	10.00%	10.00%
Tier 1 Capital Actual Amount	$ 2,669,372	$ 2,646,705
Tier 1 Capital Actual Ratio	11.03%	11.14%
Tier 1 Capital for Adequacy Purposes Amount	$ 1,452,549	$ 1,425,402
Tier 1 Capital for Adequacy Purposes Ratio	6.00%	6.00%
Tier 1 Capital To Be Well Capitalized Amount	$ 1,936,732	$ 1,900,536
Tier 1 Capital To Be Well Capitalized Ratio	8.00%	8.00%
Common Equity Tier One Capital	$ 2,469,578	$ 2,446,782
Common Equity Tier One Capital to Risk Weighted Assets	10.20%	10.30%
Common Equity Tier One Capital Required for Capital Adequacy	$ 1,089,412	$ 1,069,052
Common Equity Tier One Capital Required for Capital Adequacy to Risk Weighted Assets	4.50%	4.50%
Tier 1 Equity Capital to be Well Capitalized Amount	$ 1,573,595	$ 1,544,186
Tier 1 Equity Capital to be Well Capitalized Ratio	6.50%	6.50%
Tier 1 Leverage Capital Actual Amount	$ 2,669,372	$ 2,646,705
Tier 1 Leverage Capital Actual Ratio	8.63%	8.32%
Tier 1 Leverage Capital for Adequacy Purposes Amount	$ 1,236,565	$ 1,272,804
Tier 1 Leverage Capital for Adequacy Purposes Ratio	4.00%	4.00%
Tier 1 Leverage Capital To Be Well Capitalized Amount	$ 1,545,706	$ 1,591,006
Tier 1 Leverage Capital To Be Well Capitalized Ratio	5.00%	5.00%

XML

Balance Sheet Offsetting

12 Months Ended

Dec. 31, 2019

Offsetting [Abstract]

Balance Sheet Offsetting

Balance Sheet Offsetting

Interest Rate-Related Instruments, Commodity Contracts, and Foreign Exchange Forwards (“Interest, Commodity, and Foreign Exchange Agreements”)

The Corporation enters into interest rate-related instruments to facilitate the interest rate risk management strategies of commercial customers, commodity contracts to manage commercial customers' exposure to fluctuating commodity prices, and foreign exchange forwards to manage customers' exposure to fluctuating foreign exchange rates. The Corporation mitigates these risks by entering into equal and offsetting agreements with highly rated third-party financial institutions. The Corporation is party to master netting arrangements with its financial institution counterparties that create single net settlements of all legal claims or obligations to pay or receive the net amount of settlement of the individual interest, commodity, and foreign exchange 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. Derivatives subject to a legally enforceable master netting agreement are reported on a net basis, net of cash collateral, in other assets and accrued expenses and other liabilities, on the face of the consolidated balance sheets. In the third quarter of 2019, the Corporation elected to offset derivative assets and liabilities and cash collateral with the same counterparty where it has a legally enforceable master netting agreement in place. See the

derivatives section within Note 1 for additional information on the change in accounting policy and Note 14 for additional information on the Corporation’s derivative and hedging activities.

Securities Sold Under Agreement to Repurchase

The Corporation enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. These repurchase agreements are accounted for as collateralized financing arrangements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities (i.e., there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities). The right of set-off for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Corporation be in default (e.g., fails to make an interest payment to the counterparty). In addition, the Corporation does not enter into reverse repurchase agreements; therefore, there is no such offsetting to be done with the repurchase agreements. See Note 9 for additional disclosures on repurchase agreements.

The following table presents the assets and liabilities subject to an enforceable master netting arrangement. The interest, commodity and foreign exchange 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 Subject to Master Netting Arrangements Offset on the Consolidated Balance Sheets				Net Amounts Presented on the Consolidated Balance Sheets		Gross Amounts Not Offset on the Consolidated Balance Sheets
($ in Thousands)	Gross Amounts Recognized		Derivative Liabilities Offset		Cash Collateral Received						Net Amount
Derivative assets(a)
December 31, 2019	$	11,864	$	(10,410)	$	(1,408)	$	45	$	—	$	45
December 31, 2018	65,596		(5,322)		(27,593)		32,681		(31,837)		843
			Gross Amounts Subject to Master Netting Arrangements Offset on the Consolidated Balance Sheets				Net Amounts Presented on the Consolidated Balance Sheets		Gross Amounts Not Offset on the Consolidated Balance Sheets
($ in Thousands)	Gross Amounts Recognized		Derivative Assets Offset		Cash Collateral Pledged						Net Amount
Derivative liabilities(a)
December 31, 2019	$	22,189	$	(10,410)	$	(11,365)	$	413	$	—	$	413
December 31, 2018	22,951		(5,322)		(63)		17,567		(17,551)		16

(a) Includes interest, commodity, and foreign exchange agreements.

XML

Parent Company Only Financial Information, Statement of Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Cash Flows from Operating Activities
Net income	$ 326,790	$ 333,562	$ 229,264
Adjustments to reconcile net income to net cash provided by operating activities:
Losses (gains) on sales of investment securities, net	(5,957)	1,985	(434)
Net change in other assets and other liabilities	(11,930)	(33,363)	(17,941)
Net cash provided by operating activities	574,260	496,567	458,368
Cash Flows from Investing Activities
Proceeds from sales of investment securities	1,367,476	601,130	18,467
Net cash provided by (used in) investing activities	1,617,446	(380,872)	(1,396,858)
Cash Flows from Financing Activities
Net increase (decrease) in commercial paper	308,039	(581,371)	(217,753)
Redemption of Corporation's senior notes	250,000	0	0
Proceeds from issuance of common stock for stock-based compensation plans	11,216	18,408	27,619
Proceeds from issuance of preferred stock	0	97,315	0
Purchase of preferred shares	0	(537)	0
Common stock warrants exercised		(1)
Purchase of common stock returned to authorized but unissued	0	(33,075)	(37,031)
Issuance of treasury stock for acquisition		488,408	7,151
Purchase of treasury stock	(186,076)	(213,598)	(9,290)
Cash dividends on common stock	(111,804)	(105,519)	(76,417)
Cash dividends on preferred stock	(15,202)	(10,784)	(9,347)
Net cash used in financing activities	(2,479,660)	44,983	1,012,275
Parent Company Only
Cash Flows from Operating Activities
Net income	326,790	333,562	229,264
Adjustments to reconcile net income to net cash provided by operating activities:
(Increase) decrease in equity in undistributed net income (loss) of subsidiaries	(21,789)	(18,636)	(40,485)
Asset (gains) losses, net	0	0	(88)
Net change in other assets and other liabilities	265	(92,366)	(9,589)
Net cash provided by operating activities	305,266	222,562	179,102
Cash Flows from Investing Activities
Proceeds from sales of investment securities	0	827	2,618
Net (increase) decrease in notes receivable from subsidiaries	250,000	(139,317)	(300,000)
Net (increase) decrease in loans	0	2,210	1,058
Net cash provided by (used in) investing activities	250,000	(136,280)	(296,324)
Cash Flows from Financing Activities
Net increase (decrease) in commercial paper	(13,406)	(22,044)	(34,221)
Redemption of Corporation's senior notes	(250,000)	0	0
Proceeds from issuance of common stock for stock-based compensation plans	11,216	18,408	27,619
Proceeds from issuance of preferred stock	0	97,315	0
Purchase of preferred shares	0	(537)	0
Common stock warrants exercised	0	(1)	0
Purchase of common stock returned to authorized but unissued	0	(33,075)	(37,031)
Issuance of treasury stock for acquisition	0	91,296	0
Purchase of treasury stock	(186,076)	(213,598)	(9,290)
Cash dividends on common stock	(111,804)	(105,519)	(76,417)
Cash dividends on preferred stock	(15,202)	(10,784)	(9,347)
Net cash used in financing activities	(565,272)	(178,540)	(138,687)
Net increase (decrease) in cash and cash equivalents	(10,006)	(92,258)	(255,909)
Cash and cash equivalents at beginning of year	54,619	146,877	402,786
Cash and cash equivalents at end of year	$ 44,613	$ 54,619	$ 146,877

XML

Fair Value Measurements, Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
Mortgage servicing rights	$ 67,306	$ 68,193	$ 58,384
Mortgage Servicing Rights (MSR) Impairment (Recovery)	63	(545)	$ 175
Equity Securities without Readily Determinable Fair Value, Amount	13,000	0
Equity securities	15,090	1,568
Fair Value, Inputs, Level 3
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
Equity Securities without Readily Determinable Fair Value, Amount	13,444	0
Equity securities	13,444	0
Fair Value, Measurements, Nonrecurring | Fair Value, Inputs, Level 2
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
OREO(c)	3,565	2,200
Other noninterest expense	(1,860)	(1,545)
Fair Value, Measurements, Nonrecurring | Fair Value, Inputs, Level 3
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
Impaired loans	45,792	26,191
Provision for Credit Losses, Impaired Loans	(66,172)	(14,521)
Mortgage servicing rights	72,532	81,012
Mortgage Servicing Rights (MSR) Impairment (Recovery)	(63)	$ 545
Equity Securities without Readily Determinable Fair Value, Amount	13,444
Equity securities	$ 13,444

XML

Balance Sheet Offsetting (Details) - Interest Rate Contract - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Offsetting Derivative Assets [Abstract]
Gross Amounts Recognized	$ 11,864	$ 65,596
Derivative Liabilities Offset	(10,410)	(5,322)
Cash Collateral Received	(1,408)	(27,593)
Net Amounts Presented on the Consolidated Balance Sheets	45	32,681
Gross Amounts Not Offset on the Consolidated Balance Sheets	0	(31,837)
Net Amount	45	843
Offsetting Derivative Liabilities [Abstract]
Gross Amounts Recognized	22,189	22,951
Derivative Assets Offset	(10,410)	(5,322)
Cash Collateral Pledged	(11,365)	(63)
Net Amounts Presented on the Consolidated Balance Sheets	413	17,567
Gross Amounts Not Offset on the Consolidated Balance Sheets	0	(17,551)
Net Amount	$ 413	$ 16

XML

Premises and Equipment (Tables)

12 Months Ended

Dec. 31, 2019

Property, Plant and Equipment [Abstract]

Summary of Premises and Equipment

A summary of premises and equipment at December 31 is as follows:

		2019						2018
($ in Thousands)	Estimated Useful Lives	Cost		Accumulated Depreciation		Net Book Value		Net Book Value
Land	—	$	69,649	$	—	$	69,649	$	67,737
Land improvements	3 – 15 years	17,868		8,513		9,355		7,212
Buildings and improvements	5 – 39 years	394,191		163,833		230,358		212,536
Computers	3 – 5 years	47,291		34,049		13,242		12,392
Furniture, fixtures and other equipment	3 – 15 years	176,023		122,681		53,342		49,891
Operating leases	—	53,982		8,602		$	45,381	$	—
Leasehold improvements	3 – 15 years	36,842		22,884		13,958		13,457
Total premises and equipment		$	795,846	$	360,562	$	435,284	$	363,225

XML

Derivative and Hedging Activities Cumulative Basis Adjustment for Fair Value Hedges (Details) - Designated as hedging instruments $ in Thousands	Dec. 31, 2019 USD ($)
Balance Sheet Recording of Fair Value Hedge [Line Items]
Deferred (Gain) Loss on Discontinuation of Fair Value Hedge	$ 5,000
Underlying Hedged Asset, Amortized Cost Basis	893,000
Derivative Liability Notional Amount, Terminated	500,000
Carrying Amount of the Hedged Assets/(Liabilities)
Balance Sheet Recording of Fair Value Hedge [Line Items]
Net Amounts Presented on the Consolidated Balance Sheets	505,371
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)(b)
Balance Sheet Recording of Fair Value Hedge [Line Items]
Deferred (Gain) Loss on Discontinuation of Fair Value Hedge	$ 5,371

XML

Accumulated Other Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2019

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

The following table summarizes the components of accumulated other comprehensive income (loss) at December 31, 2019, 2018, and 2017 respectively, including changes during the years then ended as well as any reclassifications out of accumulated other comprehensive income (loss):

($ in Thousands)	Investment Securities Available For Sale		Defined Benefit Pension and Postretirement Obligations		Accumulated Other Comprehensive Income (Loss)
Balance, December 31, 2016	$	(20,079)	$	(34,600)	$	(54,679)
Other comprehensive income (loss) before reclassifications	(27,040)		14,273		(12,767)
Amounts reclassified from accumulated other comprehensive income (loss)
Personnel expense	—		(148)		(148)
Other expense	—		2,282		2,282
Interest income	(2,665)		—		(2,665)
Income tax (expense) benefit	11,331		(6,112)		5,219
Net other comprehensive income (loss) during period	(18,374)		10,295		(8,079)
Balance, December 31, 2017	$	(38,453)	$	(24,305)	$	(62,758)
Other comprehensive income (loss) before reclassifications	$	(39,891)	$	(28,612)	$	(68,503)
Amounts reclassified from accumulated other comprehensive income (loss)
Investment securities losses (gains), net	1,985		—		1,985
Personnel expense	—		(148)		(148)
Other expense	—		2,203		2,203
Interest income	(572)		—		(572)
Adjustment for adoption of ASU 2016-01	(84)		—		(84)
Adjustment for adoption of ASU 2018-02	(8,419)		(5,235)		(13,654)
Income tax (expense) benefit	9,791		6,767		16,558
Net other comprehensive income (loss) during period	(37,189)		(25,025)		(62,214)
Balance, December 31, 2018	$	(75,643)	$	(49,330)	$	(124,972)
Other comprehensive income (loss) before reclassifications	$	111,592	$	16,296	$	127,887
Amounts reclassified from accumulated other comprehensive income (loss)
Investment securities losses (gains), net	(5,957)		—		(5,957)
Personnel expense	—		(148)		(148)
Other expense	—		476		476
Interest income	895		—		895
Income tax (expense) benefit	(26,898)		(4,465)		(31,363)
Net other comprehensive income (loss) during period	79,631		12,158		91,789
Balance, December 31, 2019	$	3,989	$	(37,172)	$	(33,183)

XML

Acquisition Acquisitions (Tables)

Jun. 14, 2019

Feb. 01, 2018

Business Combinations [Abstract]

Estimated Fair Values of Assets Acquired and Liabilities Assumed

The following table presents the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date related to Huntington branch acquisition:

($ in Thousands)	Purchase Accounting Adjustments		June 14, 2019
Assets
Cash and cash equivalents	$	—	$	551,250
Loans	(1,552)		116,346
Premises and equipment, net	4,800		22,430
Goodwill			7,286
Core deposit intangibles (included in other intangible assets, net on the face of the Consolidated Balance Sheets)	22,630		22,630
Other real estate owned (included in other assets on the face of the Consolidated Balance Sheets)	(2,561)		5,263
Others assets	$	—	559
Total assets			$	725,764
Liabilities
Deposits	$	156	$	725,173
Other liabilities	$	70	590
Total liabilities			$	725,764

The following table presents the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date related to Bank Mutual:

($ in Thousands)	Purchase Accounting Adjustments		February 1, 2018
Assets
Cash and cash equivalents	$	—	$	78,052
Investment securities	(6,238)		452,867
Federal Home Loan Bank stock, at cost	—		20,026
Loans	(48,043)		1,875,877
Premises and equipment, net	2,930		42,689
Bank owned life insurance	(24)		65,390
Goodwill			175,499
Core deposit intangibles (included in other intangible assets, net on the face of the Consolidated Balance Sheets)	58,100		58,100
Other real estate owned (included in other assets on the face of the Consolidated Balance Sheets)	199		4,848
Others assets	$	7,054	47,158
Total assets			$	2,820,506
Liabilities
Deposits	$	2,498	$	1,840,950
Other borrowings	1,875		431,886
Other liabilities	$	4,487	65,982
Total liabilities			$	2,338,818
Total consideration paid			$	481,688

Acquired loans fair value calculation

For loans acquired, the contractual amounts due, expected cash flows to be collected, interest component, and fair value as of the respective acquisition dates were as follows:

	February 1, 2018
($ in Thousands)	Acquired Performing Loans		Acquired Impaired Loans		Total
Contractual required principal and interest at acquisition	$	1,899,932	$	23,988	$	1,923,920
Contractual cash flows not expected to be collected (nonaccretable discount)	—		(1,866)		(1,866)
Expected cash flows at acquisition	1,899,932		22,122		1,922,054
Interest component of expected cash flows (accretable discount)	(41,324)		(4,853)		(46,177)
Fair value of acquired loans	$	1,858,608	$	17,269	$	1,875,877

XML

Stock-Based Compensation, Restricted Stock Activity (Details) shares in Thousands	12 Months Ended
	Dec. 31, 2019 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding Shares, Beginning balance (in shares) | shares	1,993
Granted (in shares) | shares	1,180
Vested (in shares) | shares	(710)
Forfeited (in shares) | shares	(69)
Outstanding Shares, Ending balance (in shares) | shares	2,393
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Outstanding, Weighted Average Grant Date Fair Value, Beginning balance (in usd per share) | $ / shares	$ 21.92
Granted, Weighted Average Grant Date Fair Value (in usd per share) | $ / shares	22.20
Vested, Weighted Average Grant Date Fair Value (in usd per share) | $ / shares	20.61
Forfeited, Weighted Average Grant Date Fair Value (in usd per share) | $ / shares	23.84
Outstanding Weighted Average Grant Date Fair Value, Ending balance (in usd per share) | $ / shares	$ 22.39

XML

Retirement Plans, Other Changes in Plan Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Defined Benefit Plan Disclosure [Line Items]
Amortization of prior service cost	$ (148)	$ (148)	$ (148)
Amortization of actuarial loss (gain)	16,296	(28,612)	14,273
Income tax (expense) benefit	(4,465)	6,767	(6,112)
Other comprehensive income (loss) on pension and postretirement obligations	12,158	(25,025)	$ 10,295
Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Net actuarial gain (loss)	17,235	(28,959)
Amortization of prior service cost	(73)	(73)
Amortization of actuarial loss (gain)	480	2,195
ASU Adjustment RAP (2018-02)	0	(5,235)
Income tax (expense) benefit	(4,532)	6,838
Other comprehensive income (loss) on pension and postretirement obligations	13,109	(25,234)
Postretirement Plan
Defined Benefit Plan Disclosure [Line Items]
Net actuarial gain (loss)	(188)	347
Amortization of prior service cost	(75)	(75)
Amortization of actuarial loss (gain)	(4)	8
ASU Adjustment RAP (2018-02)	0	0
Income tax (expense) benefit	67	(71)
Other comprehensive income (loss) on pension and postretirement obligations	$ (200)	$ 209

XML

Short and Long-Term Funding

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Short- and Long-Term Funding

The following table presents the components of short-term funding (funding with original contractual maturities of one year or less), long-term funding (funding with original contractual maturities greater than one year), and FHLB advances (funding based on original contractual maturities):

($ in Thousands)	December 31, 2019		December 31, 2018
Short-Term Funding
Federal funds purchased	$	362,000	$	19,710
Securities sold under agreements to repurchase	71,097		91,941
Federal funds purchased and securities sold under agreements to repurchase	433,097		111,651
Commercial paper	32,016		45,423
Total short-term funding	$	465,113	$	157,074
Long-Term Funding
Corporation senior notes, at par, due 2019	$	—	$	250,000
Bank senior notes, at par, due 2021	300,000		300,000
Corporation subordinated notes, at par, due 2025	250,000		250,000
Finance leases	2,209		—
Capitalized costs	(2,866)		(4,389)
Total long-term funding	549,343		795,611
Total short and long-term funding, excluding FHLB advances	$	1,014,456	$	952,685
FHLB Advances
Short-term FHLB advances	$	520,000	$	900,000
Long-term FHLB advances	2,660,967		2,674,371
Total FHLB advances	$	3,180,967	$	3,574,371
Total short and long-term funding	$	4,195,422	$	4,527,056

Securities Sold Under Agreement to Repurchase

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, 2019, the Corporation pledged agency mortgage-related securities with a fair value of $153 million as collateral for the repurchase agreements. Securities pledged as collateral under repurchase agreements are maintained with the Corporation's safekeeping agents and are monitored on a daily basis due to the market risk of fair value changes in the underlying securities. The Corporation generally pledges excess securities to ensure there is sufficient collateral to satisfy short-term fluctuations in both the repurchase agreement balances and the fair value of the underlying securities.

The remaining contractual maturity of the securities sold under agreements to repurchase on the consolidated balance sheets as of December 31, 2019 and December 31, 2018 are presented in the following table:

	Remaining Contractual Maturity of the Agreements
($ in Thousands)	Overnight and Continuous		Up to 30 days		30-90 days		Greater than 90 days		Total
December 31, 2019
Repurchase agreements
Agency mortgage-related securities	$	71,097	$	—	$	—	$	—	$	71,097
Total	$	71,097	$	—	$	—	$	—	$	71,097
December 31, 2018
Repurchase agreements
Agency mortgage-related securities	$	91,941	$	—	$	—	$	—	$	91,941
Total	$	91,941	$	—	$	—	$	—	$	91,941

Long-Term Funding

Senior Notes 

In August 2018, the Bank issued $300 million of senior notes, due August 2021, and callable July 2021. The senior notes have a fixed coupon interest rate of 3.50% and were issued at a discount.

In November 2014, the Corporation issued $250 million of senior notes, due November 2019, and callable October 2019. The senior notes had a fixed coupon interest rate of 2.75% and were issued at a discount. On October 15, 2019, these notes were redeemed in full.

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.

Finance Leases

The Corporation entered into a 40-year land lease, maturing August 2059, with an option to purchase in August 2022. The finance lease has a fixed interest rate of 3.99%.

FHLB Advances  

At December 31, 2019, the Corporation had $3.2 billion of FHLB advances, down $393 million from December 31, 2018.

As of December 31, 2019, the Corporation had $1.5 billion of putable FHLB advances with a one-time option where the FHLB can call the advance prior to the contractual maturity. The contractual weighted average life to the put date of these advances was 0.27 years, with each of the options set to expire in 2020. The weighted average life to contractual maturity on these advances was 5.66 years, with those dates ranging from 2023 through 2028. As of December 31, 2019, due to the lower rate environment, it is probable that none of these advances will be called by the FHLB and will extend to their final maturities.

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). At December 31, 2019, the Corporation had $9.6 billion of total collateral capacity, primarily supported by residential mortgage and home equity loans.

The original contractual maturity or next put date of the Corporation's FHLB advances as of December 31, 2019 and December 31, 2018 are presented in the following table:

	December 31, 2019				December 31, 2018
($ in Thousands)	Amount		Weighted Average Contractual Coupon Rate		Amount		Weighted Average Contractual Coupon Rate
Maturity or put date 1 year or less	$	2,055,056	2.19	%	$	2,262,584	2.06	%
After 1 but within 2	14,099		2.95	%	1,285,039		2.39	%
After 2 but within 3	504,154		2.12	%	14,393		2.98	%
After 3 years	607,657		2.29	%	12,354		4.55	%
FHLB advances and overall rate	$	3,180,967	2.20	%	$	3,574,371	2.19	%

The table below summarizes the maturities of the Corporation’s long-term funding, including long-term FHLB advances, at December 31, 2019:

Year	($ in Thousands)
2020	$	85,095
2021	312,700
2022	504,193
2023	202,572
2024	250,673
Thereafter	1,855,075
Total long-term funding	$	3,210,310

XML

Retirement Plans, Asset Allocation for Pension Plan Table (Details) - Pension Plan [Member]	Dec. 31, 2019	Dec. 31, 2018
Defined Benefit Plan Disclosure [Line Items]
Total	100.00%	100.00%
Equity securities
Defined Benefit Plan Disclosure [Line Items]
Total	51.00%	49.00%
Fixed-income securities
Defined Benefit Plan Disclosure [Line Items]
Total	33.00%	34.00%
Group annuity contracts
Defined Benefit Plan Disclosure [Line Items]
Total	11.00%	12.00%
Alternative securities
Defined Benefit Plan Disclosure [Line Items]
Total	3.00%	3.00%
Other
Defined Benefit Plan Disclosure [Line Items]
Total	2.00%	2.00%

XML

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Other Intangible Assets

Goodwill  

Goodwill is not amortized but is instead 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 2019, 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 changes 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 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 2019 impairment testing that have changed the Corporation's impairment assessment conclusion. There were no impairment charges recorded in 2019, 2018, or 2017.

The Corporation had goodwill of $1.2 billion at both December 31, 2019 and 2018. Goodwill increased $7 million in 2019, due to the Huntington branch acquisition. During 2018, goodwill increased $175 million related to the Bank Mutual acquisition, $10 million related to the acquisition of Diversified, and $7 million related to the acquisition of Anderson. See Note 2 for additional information on the Corporation's acquisitions.

Other Intangible Assets  

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

($ in Thousands)	2019		2018		2017
Core deposit intangibles
Gross carrying amount	$	80,730	$	58,100	$	4,385
Accumulated amortization	(12,456)		(5,326)		(4,385)
Net book value	$	68,274	$	52,774	$	—
Additions during the period	$	22,630	$	58,100	$	—
Amortization during the year	$	7,130	$	5,326	$	112
Other intangibles
Gross carrying amount	$	44,887	$	44,931	$	34,572
Reductions due to sale	(217)		(43)		—
Accumulated amortization	(24,643)		(21,825)		(18,992)
Net book value	$	20,027	$	23,062	$	15,580
Additions during the period	$	—	$	10,359	$	2,162
Amortization during the year	$	2,818	$	2,833	$	1,847

Mortgage Servicing Rights 

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

A summary of changes in the balance of the MSRs asset and the MSRs valuation allowance is as follows:

($ in Thousands)	2019			2018			2017
Mortgage servicing rights
Mortgage servicing rights at beginning of year	$	68,433		$	59,168		$	62,085
Additions from acquisition	—			8,136			—
Additions	11,606			10,722			7,167
Amortization	(12,432)			(9,594)			(10,084)
Mortgage servicing rights at end of year	$	67,607		$	68,433		$	59,168
Valuation allowance at beginning of year	(239)			(784)			(609)
(Additions) recoveries, net	(63)			545			(175)
Valuation allowance at end of year	(302)			(239)			(784)
Mortgage servicing rights, net	$	67,306		$	68,193		$	58,384
Fair value of mortgage servicing rights	$	72,532		$	81,012		$	64,387
Portfolio of residential mortgage loans serviced for others (“servicing portfolio”)	$	8,484,977		$	8,600,983		$	7,646,846
Mortgage servicing rights, net to servicing portfolio	0.79		%	0.79		%	0.76		%
Mortgage servicing rights expense(a)	$	12,494		$	9,049		$	10,259

(a) 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 on the consolidated statements of income.

The projections of amortization expense are based on existing asset balances, the current interest rate environment, and prepayment speeds as of December 31, 2019. 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. The following table shows the estimated future amortization expense for amortizing intangible assets:

($ in Thousands)	Core Deposit Intangibles		Other Intangibles		Mortgage Servicing Rights
Year ending December 31,
2020	$	8,073	$	2,681	$	10,628
2021	8,073		2,656		11,481
2022	8,073		2,633		9,576
2023	8,073		2,614		7,967
2024	8,073		2,594		6,621
Beyond 2024	27,909		6,850		21,336
Total Estimated Amortization Expense	$	68,274	$	20,027	$	67,607

XML

Loans, Troubled Debt Restructurings Subsequent Default (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($) loan	Dec. 31, 2018 USD ($) loan	Dec. 31, 2017 USD ($) loan
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	66	55	66
Recorded Investment | $	$ 6,959	$ 5,241	$ 3,879
Commercial and industrial
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	0	3	2
Recorded Investment | $	$ 0	$ 0	$ 0
Commercial real estate - investor
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	1	0	0
Recorded Investment | $	$ 461	$ 0	$ 0
Residential mortgage
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	38	20	36
Recorded Investment | $	$ 5,630	$ 3,553	$ 3,137
Home equity
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	27	32	27
Recorded Investment | $	$ 868	$ 1,688	$ 735
Other consumer
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	0	0	1
Recorded Investment | $	$ 0	$ 0	$ 7

XML

Premises and Equipment, Summary Composition (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment, Net, by Type [Abstract]
Cost	$ 795,846		$ 795,846
Accumulated Depreciation	360,562		360,562
Net Book Value	435,284		435,284	$ 363,225
Land
Property, Plant and Equipment, Net, by Type [Abstract]
Cost	69,649		69,649
Accumulated Depreciation	0		0
Net Book Value	69,649		69,649	67,737
Land improvements
Property, Plant and Equipment, Net, by Type [Abstract]
Cost	17,868		17,868
Accumulated Depreciation	8,513		8,513
Net Book Value	9,355		$ 9,355	7,212
Land improvements | Maximum
Property, Plant and Equipment, Net, by Type [Abstract]
Estimated Useful Lives			15 years
Land improvements | Minimum
Property, Plant and Equipment, Net, by Type [Abstract]
Estimated Useful Lives			3 years
Buildings and improvements
Property, Plant and Equipment, Net, by Type [Abstract]
Cost	394,191		$ 394,191
Accumulated Depreciation	163,833		163,833
Net Book Value	230,358		$ 230,358	212,536
Buildings and improvements | Maximum
Property, Plant and Equipment, Net, by Type [Abstract]
Estimated Useful Lives			39 years
Buildings and improvements | Minimum
Property, Plant and Equipment, Net, by Type [Abstract]
Estimated Useful Lives			5 years
Computers
Property, Plant and Equipment, Net, by Type [Abstract]
Cost	47,291		$ 47,291
Accumulated Depreciation	34,049		34,049
Net Book Value	$ 13,242		$ 13,242	12,392
Computers | Maximum
Property, Plant and Equipment, Net, by Type [Abstract]
Estimated Useful Lives			5 years
Computers | Minimum
Property, Plant and Equipment, Net, by Type [Abstract]
Estimated Useful Lives			3 years
Furniture, fixtures and other equipment
Property, Plant and Equipment, Net, by Type [Abstract]
Estimated Useful Lives	12 years	7 years
Cost	$ 176,023		$ 176,023
Accumulated Depreciation	122,681		122,681
Net Book Value	53,342		$ 53,342	49,891
Furniture, fixtures and other equipment | Maximum
Property, Plant and Equipment, Net, by Type [Abstract]
Estimated Useful Lives			15 years
Furniture, fixtures and other equipment | Minimum
Property, Plant and Equipment, Net, by Type [Abstract]
Estimated Useful Lives			3 years
Operating leases
Property, Plant and Equipment, Net, by Type [Abstract]
Cost	53,982		$ 53,982
Accumulated Depreciation	8,602		8,602
Net Book Value	45,381		45,381	0
Leasehold improvements
Property, Plant and Equipment, Net, by Type [Abstract]
Cost	36,842		36,842
Accumulated Depreciation	22,884		22,884
Net Book Value	$ 13,958		$ 13,958	$ 13,457
Leasehold improvements | Maximum
Property, Plant and Equipment, Net, by Type [Abstract]
Estimated Useful Lives			15 years
Leasehold improvements | Minimum
Property, Plant and Equipment, Net, by Type [Abstract]
Estimated Useful Lives			3 years

XML

Leases Operating Lease Information (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Liability, Payments, Due	$ 55,580
Operating Lease, Weighted Average Remaining Lease Term	6 years 9 months 29 days
Operating Lease, Weighted Average Discount Rate, Percent	3.32%
Finance Lease, Liability, Payment, Due	$ 4,827
Finance Lease, Weighted Average Remaining Lease Term	39 years 8 months 1 day
Finance Lease, Weighted Average Discount Rate, Percent	3.99%
Equipment [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Liability, Payments, Due	$ 46
Operating Lease, Weighted Average Remaining Lease Term	9 months 29 days
Operating Lease, Weighted Average Discount Rate, Percent	2.72%
Retail and Corporate Offices [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Liability, Payments, Due	$ 48,940
Operating Lease, Weighted Average Remaining Lease Term	6 years 5 months 26 days
Operating Lease, Weighted Average Discount Rate, Percent	3.34%
Land
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Liability, Payments, Due	$ 6,594
Operating Lease, Weighted Average Remaining Lease Term	9 years 6 months 25 days
Operating Lease, Weighted Average Discount Rate, Percent	3.21%
Finance Lease, Liability, Payment, Due	$ 4,827
Finance Lease, Weighted Average Remaining Lease Term	39 years 8 months 1 day
Finance Lease, Weighted Average Discount Rate, Percent	3.99%

XML

Loans Changes in Accretable Yield (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Receivables [Abstract]
Balance at beginning of period	$ 1,482	$ 0
Purchases	0	4,853
Accretion	(940)	(4,954)
Net reclassification from non-accretable yield	23	1,605
Other(a)	0	(22)
End Balance	$ 568	$ 1,482

XML

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands			3 Months Ended			9 Months Ended	12 Months Ended
		Jan. 01, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Jan. 01, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Other Assets	[1]			$ (597,242)			$ (597,242)	$ (516,538)
Accrued expenses and other liabilities(a)				489,868			489,868	409,787
Transfer of held to maturity securities to available for sale securities (adoption of ASU 2019-04)					$ 692,000		692,414	0	$ 0
Operating Lease, Right-of-Use Asset				45,381			45,381
Present value of lease payments				$ 49,292			49,292
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification								(13,738)
Furniture, fixtures and other equipment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Property, Plant and Equipment, Useful Life				12 years		7 years
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Net Income							$ 915
Restatement Adjustment [Member] | Change In Accounting Policy For Netting Agreements [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Other Assets								(33,000)
Accrued expenses and other liabilities(a)								$ (33,000)
Accounting Standards Update 2016-02 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating Lease, Right-of-Use Asset										$ 52,000
Present value of lease payments										$ 56,000
Accounting Standards Update 2019-04 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Transfer of held to maturity securities to available for sale securities (adoption of ASU 2019-04)					$ 692,000
Forecast [Member] | Accounting Standards Update 2016-13 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Reasonable and Supportable Period 2016-13			2 years
Core Deposits [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life							10 years
Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage							0.00%
Minimum [Member] | Furniture, fixtures and other equipment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Property, Plant and Equipment, Useful Life							3 years
Minimum [Member] | Subsequent Event [Member] | Accounting Standards Update 2016-13 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification		$ 70,000
Minimum [Member] | Forecast [Member] | Accounting Standards Update 2016-13 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Impact To Tangible Common Equity, Percent Increase (Decrease)			(0.21%)
Maximum
Finite-Lived Intangible Assets [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage							150.00%
Maximum | Furniture, fixtures and other equipment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Property, Plant and Equipment, Useful Life							15 years
Maximum | Subsequent Event [Member] | Accounting Standards Update 2016-13 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification		$ 80,000
Maximum | Forecast [Member] | Accounting Standards Update 2016-13 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Impact To Tangible Common Equity, Percent Increase (Decrease)			(0.24%)

[1] (a) During the third quarter of 2019, the Corporation made a change in accounting policy to offset derivative assets and liabilities and cash collateral with the same counterparty where it has a legally enforceable master netting agreement in place. The change had no impact on either earnings or equity. The Corporation believes that this change is a preferable method of accounting as it provides a better reflection of the assets and liabilities on the face of the consolidated balance sheets. Adoption of this change was voluntary and has been adopted retrospectively with all prior periods presented herein revised.

XML

Earnings Per Common Share (Tables)

12 Months Ended

Dec. 31, 2019

Earnings Per Share [Abstract]

Calculations for basic and diluted earnings per common share

Presented below are the calculations for basic and diluted earnings per common share:

	For the Years Ended December 31,
($ in Thousands, except per share data)	2019		2018		2017
Net income	$	326,790	$	333,562	$	229,264
Preferred stock dividends	(15,202)		(10,784)		(9,347)
Net income available to common equity	311,587		322,779		219,917
Common shareholder dividends	(111,091)		(104,981)		(75,967)
Unvested share-based payment awards	(713)		(537)		(450)
Undistributed earnings	199,784		217,260		143,500
Undistributed earnings allocated to common shareholders	198,424		216,199		142,593
Undistributed earnings allocated to unvested share-based payment awards	1,360		1,060		907
Undistributed earnings	$	199,784	$	217,260	$	143,500
Basic
Distributed earnings to common shareholders	$	111,091	$	104,981	$	75,967
Undistributed earnings allocated to common shareholders	198,424		216,199		142,593
Total common shareholders earnings, basic	$	309,514	$	321,181	$	218,560
Diluted
Distributed earnings to common shareholders	$	111,091	$	104,981	$	75,967
Undistributed earnings allocated to common shareholders	198,424		216,199		142,593
Total common shareholders earnings, diluted	$	309,514	$	321,181	$	218,560
Weighted average common shares outstanding	$	160,534	$	167,345	$	150,877
Effect of dilutive common stock awards	1,398		1,985		2,038
Effect of dilutive common stock warrants	—		402		732
Diluted weighted average common shares outstanding	$	161,932	$	169,732	$	153,647
Basic earnings per common share	$	1.93	$	1.92	$	1.45
Diluted earnings per common share	$	1.91	$	1.89	$	1.42

XML

Segment Reporting (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Segment Income Statement Data Abstract
Net interest income	$ 835,674	$ 879,580	$ 741,220
Net intersegment interest income (expense)	0	0	0
Segment net interest income	835,674	879,580	741,220
Noninterest income	380,824	355,568	332,680
Total revenue	1,216,498	1,235,148	1,073,900
Credit provision	16,000	0	26,000
Noninterest expense	793,988	821,799	709,133
Income (loss) before income taxes	406,509	413,349	338,767
Income tax expense (benefit)	79,720	79,786	109,503
Net income	326,790	333,562	229,264
Segment Balance Sheet Data
Allocated goodwill	1,176,230	1,169,023	976,239
Operating Segments | Corporate and Commercial Specialty [Member]
Segment Income Statement Data Abstract
Net interest income	450,532	457,613	360,789
Net intersegment interest income (expense)	(76,064)	(56,356)	(3,737)
Segment net interest income	374,467	401,258	357,051
Noninterest income	53,282	52,321	52,297
Total revenue	427,749	453,578	409,348
Credit provision	52,382	44,592	42,298
Noninterest expense	156,348	160,399	156,890
Income (loss) before income taxes	219,019	248,587	210,160
Income tax expense (benefit)	41,209	47,850	71,655
Net income	177,809	200,737	138,505
Segment Balance Sheet Data
Allocated goodwill	525,836	524,525	428,000
Operating Segments | Community, Consumer and Business [Member]
Segment Income Statement Data Abstract
Net interest income	332,850	357,245	316,008
Net intersegment interest income (expense)	103,468	87,737	45,353
Segment net interest income	436,318	444,982	361,361
Noninterest income	307,750	295,647	266,250
Total revenue	744,067	740,629	627,611
Credit provision	20,043	20,083	20,400
Noninterest expense	547,423	541,771	490,567
Income (loss) before income taxes	176,601	178,775	116,645
Income tax expense (benefit)	37,105	37,543	40,826
Net income	139,496	141,232	75,819
Segment Balance Sheet Data
Allocated goodwill	650,394	644,498	548,238
Operating Segments | Risk Management and Shared Services [Member]
Segment Income Statement Data Abstract
Net interest income	52,292	64,722	64,423
Net intersegment interest income (expense)	(27,403)	(31,382)	(41,615)
Segment net interest income	24,889	33,341	22,808
Noninterest income	19,793	7,600	14,133
Total revenue	44,682	40,941	36,941
Credit provision	(56,425)	(64,675)	(36,698)
Noninterest expense	90,217	119,629	61,677
Income (loss) before income taxes	10,890	(14,013)	11,962
Income tax expense (benefit)	1,405	(5,606)	(2,978)
Net income	9,484	(8,407)	14,941
Segment Balance Sheet Data
Allocated goodwill	0	0	$ 0
Business Combination, Acquisition Related Costs	7,000	$ 29,000
Gain (Loss) on Disposition of Assets for Financial Service Operations	$ 2,000

XML

Acquisition Narrative (Details) $ in Thousands				3 Months Ended			12 Months Ended
	Jul. 25, 2019 USD ($)	Jun. 14, 2019 USD ($) branch	Feb. 01, 2018 USD ($) shares	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Business Acquisition [Line Items]
Common stock issued in acquisition							$ 488,408	$ 7,151
Huntington National Bank
Business Acquisition [Line Items]
Business Acquisition, Effective Date of Acquisition		Jun. 14, 2019
Business Acquisition, Name of Acquired Entity		Huntington
Business Combination, Control Obtained Description		The Corporation paid a 4% premium on acquired deposits.
New Communities | branch		13
Acquired Net Branches | branch		14
Goodwill		$ 7,000		$ 210
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life			10 years
Bank Mutual [Member]
Business Acquisition [Line Items]
Business Acquisition, Effective Date of Acquisition			Feb. 01, 2018
Business Acquisition, Name of Acquired Entity			Bank Mutual
Business Combination, Control Obtained Description			the Corporation completed its acquisition of Bank Mutual in a stock transaction
Common stock issued in acquisition			$ 482,000
Consideration shares transferred | shares			0.422
Common Stock Issued During Period, Shares, Acquisitions | shares			19,500,000
Goodwill					$ 2,000	$ 6,000	$ 175,000
First Staunton Bancshares
Business Acquisition [Line Items]
Business Acquisition, Name of Acquired Entity	First Staunton
Business Acquisition, Date of Acquisition Agreement	Jul. 25, 2019
Estimated Consideration Transferred	$ 76,000

XML

Recent Developments (Details) - $ / shares	Feb. 04, 2020	Sep. 19, 2018	Sep. 15, 2016	Jun. 15, 2015
Series C Preferred Stock
Recent Developments [Line Items]
Preferred Stock, Dividend Rate, Percentage				6.125%
Series D Preferred Stock
Recent Developments [Line Items]
Preferred Stock, Dividend Rate, Percentage			5.375%
Series E Preferred Stock
Recent Developments [Line Items]
Preferred Stock, Dividend Rate, Percentage		5.875%
Subsequent Event [Member]
Recent Developments [Line Items]
Dividends Payable, Date Declared	Feb. 04, 2020
Subsequent Event [Member] | Common Stock [Member]
Recent Developments [Line Items]
Dividends Payable, Date to be Paid	Mar. 16, 2020
Dividends Payable, Date of Record	Mar. 02, 2020
Subsequent Event [Member] | Common Stock [Member] | Dividend Declared [Member]
Recent Developments [Line Items]
Common stock, dividends declared ($ per share)	$ 0.18
Subsequent Event [Member] | Series C Preferred Stock
Recent Developments [Line Items]
Dividends Payable, Date to be Paid	Mar. 16, 2020
Dividends Payable, Date of Record	Mar. 02, 2020
Subsequent Event [Member] | Series C Preferred Stock | Dividend Declared [Member]
Recent Developments [Line Items]
Preferred stock, dividends declared ($ per share)	$ 0.3828125
Subsequent Event [Member] | Series D Preferred Stock
Recent Developments [Line Items]
Dividends Payable, Date to be Paid	Mar. 16, 2020
Dividends Payable, Date of Record	Mar. 02, 2020
Subsequent Event [Member] | Series D Preferred Stock | Dividend Declared [Member]
Recent Developments [Line Items]
Preferred stock, dividends declared ($ per share)	$ 0.3359375
Subsequent Event [Member] | Series E Preferred Stock
Recent Developments [Line Items]
Dividends Payable, Date to be Paid	Mar. 16, 2020
Dividends Payable, Date of Record	Mar. 02, 2020
Subsequent Event [Member] | Series E Preferred Stock | Dividend Declared [Member]
Recent Developments [Line Items]
Preferred stock, dividends declared ($ per share)	$ 0.3671875

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Stockholders’ equity
Preferred shares, par value	$ 1.00	$ 1.00
Common shares, par value	$ 0.01	$ 0.01

XML

Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Common Stock [Member]
Cash dividends
Common Stock, per share	$ 0.69	$ 0.62	$ 0.50

XML

Loans, Loans by Credit Quality Indicator (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		$ 22,821,440	$ 22,940,429
Pass
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		22,294,939	22,438,605
Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		247,022	123,988
Potential Problem
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		161,097	249,935
Nonaccrual
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		118,380	127,901
Commercial and industrial
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		7,354,594	7,398,044
Commercial and industrial | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		7,118,448	7,162,370
Commercial and industrial | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		79,525	78,075
Commercial and industrial | Potential Problem
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		110,308	116,578
Commercial and industrial | Nonaccrual
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		46,312	41,021
Commercial real estate - owner occupied
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		911,265	920,443
Commercial real estate - owner occupied | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		866,193	854,265
Commercial real estate - owner occupied | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		25,115	6,257
Commercial real estate - owner occupied | Potential Problem
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		19,889	55,964
Commercial real estate - owner occupied | Nonaccrual
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		67	3,957
Commercial and business lending
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		8,265,858	8,318,487
Commercial and business lending | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		7,984,641	8,016,635
Commercial and business lending | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		104,641	84,332
Commercial and business lending | Potential Problem
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		130,197	172,542
Commercial and business lending | Nonaccrual
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		46,380	44,978
Commercial real estate - investor
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		3,794,517	3,751,554
Commercial real estate - investor | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		3,620,785	3,653,642
Commercial real estate - investor | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		139,873	28,479
Commercial real estate - investor | Potential Problem
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		29,449	67,481
Commercial real estate - investor | Nonaccrual
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		4,409	1,952
Real estate construction
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		1,420,900	1,335,031
Real estate construction | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		1,420,374	1,321,447
Real estate construction | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		33	8,771
Real estate construction | Potential Problem
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		0	3,834
Real estate construction | Nonaccrual
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		493	979
Commercial real estate lending
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		5,215,417	5,086,585
Commercial real estate lending | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		5,041,159	4,975,089
Commercial real estate lending | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		139,906	37,249
Commercial real estate lending | Potential Problem
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		29,449	71,315
Commercial real estate lending | Nonaccrual
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		4,902	2,931
Total commercial
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		13,481,275	13,405,072
Total commercial | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		13,025,800	12,991,724
Total commercial | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		244,547	121,582
Total commercial | Potential Problem
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		159,646	243,856
Total commercial | Nonaccrual
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		51,282	47,909
Residential mortgage
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		8,136,980	8,277,712
Approximate Carrying Amount of Loans Sold	approximately $240 million
Residential mortgage | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		8,077,122	8,203,729
Residential mortgage | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		563	434
Residential mortgage | Potential Problem
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		1,451	5,975
Residential mortgage | Nonaccrual
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		57,844	67,574
Home equity
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		852,025	894,473
Home equity | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		841,757	880,808
Home equity | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		1,164	1,223
Home equity | Potential Problem
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		0	103
Home equity | Nonaccrual
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		9,104	12,339
Other consumer
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		351,159	363,171
Other consumer | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		350,260	362,343
Other consumer | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		748	749
Other consumer | Potential Problem
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		0	0
Other consumer | Nonaccrual
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		152	79
Total consumer
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		9,340,164	9,535,357
Carrying Amount Of Loans Sold	$ 33,000
Total consumer | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		9,269,139	9,446,881
Carrying Amount Of Loans Sold	21,000
Total consumer | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		2,475	2,406
Total consumer | Potential Problem
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		1,451	6,078
Total consumer | Nonaccrual
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net of Deferred Income		$ 67,099	$ 79,992
Carrying Amount Of Loans Sold	$ 12,000

XML

Short and Long-term Funding Short and Long-term Funding (Details) - USD ($) $ in Thousands			12 Months Ended
	Aug. 13, 2018	Nov. 13, 2014	Dec. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Federal Home Loan Bank, Advances, Branch of FHLB Bank, Amount of Advances			$ 3,180,967	$ 3,574,371
Collateral for repurchase agreements			153,000
Maximum
Debt Instrument [Line Items]
Federal Home Loan Bank, Advances, General Debt Obligations, Disclosures, Collateral Pledged			$ 9,600,000
Two Thousand Eighteen Senior Notes [Member] [Domain]
Debt Instrument [Line Items]
Debt Instrument, Issuance Date Month, Year	August 2018
New Senior Debt Issued	$ 300,000
Debt Instrument, Maturity Date Month, Year	August 2021
Debt Instrument Call Date Earliest Month Year	July 2021
Debt Instrument, Interest Rate, Stated Percentage	3.50%
Two Thousand Fourteen Senior Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Issuance Date Month, Year		November 2014
New Senior Debt Issued		$ 250,000
Debt Instrument, Maturity Date Month, Year		November 2019
Debt Instrument Call Date Earliest Month Year		October 2019
Debt Instrument, Interest Rate, Stated Percentage		2.75%
Debt Instrument, Called Date		October 15, 2019
Finance Leases [Member]
Debt Instrument [Line Items]
Debt Instrument, Term			40 years
Debt Instrument, Maturity Date Month, Year			August 2059
Debt Instrument, Interest Rate, Stated Percentage			3.99%
FHLB Decrease in Advances [Member]
Debt Instrument [Line Items]
Federal Home Loan Bank, Advances, Branch of FHLB Bank, Amount of Advances			$ 393,000
FLHB Advances, Putable [Domain]
Debt Instrument [Line Items]
Federal Home Loan Bank, Advances, Branch of FHLB Bank, Amount of Advances			$ 1,500,000
FHLB Long Term Advances [Member]
Debt Instrument [Line Items]
FHLB Put Contractual Maturity Weighted Average Life1			3 months 7 days
FHLB Weighted Average Life to Contractual Maturity			5 years 7 months 28 days
Two Thousand Fourteen Subordinated Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Issuance Date Month, Year		November 2014
Junior Subordinated Debentures Issued		$ 250,000
Debt Instrument, Term		10 years
Debt Instrument, Maturity Date Month, Year		January 2025
Debt Instrument Call Date Earliest Month Year		October 2024
Subordinated Borrowing, Interest Rate		4.25%

XML

Short and Long-term Funding, Composition (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Short-term Debt [Line Items]
Federal funds purchased	$ 362,000	$ 19,710
Securities sold under agreements to repurchase	71,097	91,941
Federal funds purchased and securities sold under agreements to repurchase	433,097	111,651
Commercial paper	32,016	45,423
Total short-term funding	465,113	157,074
Debt Instrument [Line Items]
Corporation subordinated notes, at par, due 2025	250,000	250,000
Finance Lease, Liability	2,209	0
Other Long-term Debt and Capitalized Costs	(2,866)	(4,389)
Other Long-term Debt	549,343	795,611
TotalShortTermLongTermExcludingFHLB	1,014,456	952,685
Advances from Federal Home Loan Banks [Abstract]
Short-term FHLB advances	520,000	900,000
Long-term FHLB advances	2,660,967	2,674,371
Federal Home Loan Bank, Advances, Branch of FHLB Bank, Amount of Advances	3,180,967	3,574,371
Debt, Long-term and Short-term, Combined Amount [Abstract]
Debt, Long-term and Short-term, Combined Amount, Total	4,195,422	4,527,056
Corporation senior notes, at par, due 2019
Debt Instrument [Line Items]
Senior Notes	0	250,000
Bank senior notes, at par, due 2021
Debt Instrument [Line Items]
Senior Notes	$ 300,000	$ 300,000

XML

Investment Securities, AFS and HTM Securities Gross Unrealized Losses (Details) $ in Thousands	Dec. 31, 2019 USD ($) security	Dec. 31, 2018 USD ($) security
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss [Abstract]
Unrealized losses on available for sale securities, less than 12 months	$ (7,843)	$ (5,262)
Unrealized losses on available for sale securities, 12 months or more	(12,440)	(93,347)
Total unrealized losses on available for sale securities	(20,284)	(98,610)
Fair value of unrealized losses on available for sale securities, less than 12 months	834,616	613,612
Fair value of unrealized losses on available for sale securities, 12 months or more	748,487	3,009,417
Total fair value of unrealized losses on available for sale securities	$ 1,583,104	$ 3,623,028
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Number of Positions [Abstract]
Number of available for sale securities in a continuous unrealized loss position less than twelve months | security	65	41
Number of available for sale securities in a continuous unrealized loss position for twelve months or more | security	51	190
Held-to-maturity Securities Continuous Unrealized Loss Position [Abstract]
Unrealized losses on held to maturity securities, less than 12 months	$ (2,199)	$ (4,053)
Unrealized losses on held to maturity securities, 12 months or more	(6,164)	(43,780)
Total unrealized losses on held to maturity securities	(8,363)	(47,835)
Fair value of unrealized losses on held to maturity securities, less than 12 months	292,267	390,929
Fair value of unrealized losses on held to maturity securities, 12 months or more	367,532	1,349,063
Total fair value of unrealized losses on held to maturity securities	$ 659,799	$ 1,739,992
Held-to-maturity, Securities In Unrealized Loss Positions Qualitative Disclosure Number Of Positions, less than 12 Months | security	67	298
Held-to-maturity, Securities in Unrealized Loss Positions, Qualitative Disclosure, Number of Positions, 12 Months or Longer | security	36	865
U.S. Treasury securities
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss [Abstract]
Unrealized losses on available for sale securities, less than 12 months		$ 0
Unrealized losses on available for sale securities, 12 months or more		(1)
Total unrealized losses on available for sale securities		(1)
Fair value of unrealized losses on available for sale securities, less than 12 months		0
Fair value of unrealized losses on available for sale securities, 12 months or more		999
Total fair value of unrealized losses on available for sale securities		$ 999
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Number of Positions [Abstract]
Number of available for sale securities in a continuous unrealized loss position less than twelve months | security		0
Number of available for sale securities in a continuous unrealized loss position for twelve months or more | security		1
Obligations of state and political subdivisions (municipal securities)(a)
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss [Abstract]
Unrealized losses on available for sale securities, less than 12 months	$ (18)
Unrealized losses on available for sale securities, 12 months or more	0
Total unrealized losses on available for sale securities	(18)
Fair value of unrealized losses on available for sale securities, less than 12 months	1,225
Fair value of unrealized losses on available for sale securities, 12 months or more	0
Total fair value of unrealized losses on available for sale securities	$ 1,225
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Number of Positions [Abstract]
Number of available for sale securities in a continuous unrealized loss position less than twelve months | security	4
Number of available for sale securities in a continuous unrealized loss position for twelve months or more | security	0
Held-to-maturity Securities Continuous Unrealized Loss Position [Abstract]
Unrealized losses on held to maturity securities, less than 12 months	$ (1,105)	$ (2,860)
Unrealized losses on held to maturity securities, 12 months or more	(13)	(12,419)
Total unrealized losses on held to maturity securities	(1,118)	(15,279)
Fair value of unrealized losses on held to maturity securities, less than 12 months	77,562	313,212
Fair value of unrealized losses on held to maturity securities, 12 months or more	2,378	509,374
Total fair value of unrealized losses on held to maturity securities	$ 79,940	$ 822,586
Obligations of state and political subdivisions (municipal securities)(a) | Held To Maturity Securities In Unrealized Loss Positions Qualitative Disclosure Number Of Positions Less Than One Year [Member]
Held-to-maturity Securities Continuous Unrealized Loss Position [Abstract]
Number of held to maturity securities in a continuous unrealized loss position | security	52	272
Obligations of state and political subdivisions (municipal securities)(a) | Held To Maturity Securities In Unrealized Loss Positions Qualitative Disclosure Number Of Positions Greater Than Or Equal To One Year [Member]
Held-to-maturity Securities Continuous Unrealized Loss Position [Abstract]
Number of held to maturity securities in a continuous unrealized loss position | security	6	752
Private-label
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss [Abstract]
Unrealized losses on available for sale securities, less than 12 months		$ (4)
Unrealized losses on available for sale securities, 12 months or more		0
Total unrealized losses on available for sale securities		(4)
Fair value of unrealized losses on available for sale securities, less than 12 months		1,003
Fair value of unrealized losses on available for sale securities, 12 months or more		0
Total fair value of unrealized losses on available for sale securities		$ 1,003
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Number of Positions [Abstract]
Number of available for sale securities in a continuous unrealized loss position less than twelve months | security		1
Number of available for sale securities in a continuous unrealized loss position for twelve months or more | security		0
FFELP asset backed securities
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss [Abstract]
Unrealized losses on available for sale securities, less than 12 months	$ (6,092)	$ (698)
Unrealized losses on available for sale securities, 12 months or more	(393)	0
Total unrealized losses on available for sale securities	(6,485)	(698)
Fair value of unrealized losses on available for sale securities, less than 12 months	250,780	142,432
Fair value of unrealized losses on available for sale securities, 12 months or more	12,913	0
Total fair value of unrealized losses on available for sale securities	$ 263,693	$ 142,432
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Number of Positions [Abstract]
Number of available for sale securities in a continuous unrealized loss position less than twelve months | security	19	13
Number of available for sale securities in a continuous unrealized loss position for twelve months or more | security	2	0
Other debt securities
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss [Abstract]
Unrealized losses on available for sale securities, less than 12 months	$ 0
Unrealized losses on available for sale securities, 12 months or more	0
Total unrealized losses on available for sale securities	0
Fair value of unrealized losses on available for sale securities, less than 12 months	2,000
Fair value of unrealized losses on available for sale securities, 12 months or more	0
Total fair value of unrealized losses on available for sale securities	$ 2,000
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Number of Positions [Abstract]
Number of available for sale securities in a continuous unrealized loss position less than twelve months | security	2
Number of available for sale securities in a continuous unrealized loss position for twelve months or more | security	0
FNMA/FHLMC [Member] | Residential Related Securities
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss [Abstract]
Unrealized losses on available for sale securities, less than 12 months	$ 0	$ (31)
Unrealized losses on available for sale securities, 12 months or more	(59)	(3,479)
Total unrealized losses on available for sale securities	(59)	(3,510)
Fair value of unrealized losses on available for sale securities, less than 12 months	0	17,993
Fair value of unrealized losses on available for sale securities, 12 months or more	34,807	189,405
Total fair value of unrealized losses on available for sale securities	$ 34,807	$ 207,398
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Number of Positions [Abstract]
Number of available for sale securities in a continuous unrealized loss position less than twelve months | security	0	15
Number of available for sale securities in a continuous unrealized loss position for twelve months or more | security	4	17
Held-to-maturity Securities Continuous Unrealized Loss Position [Abstract]
Unrealized losses on held to maturity securities, less than 12 months	$ (6)	$ (780)
Unrealized losses on held to maturity securities, 12 months or more	(9)	(1,015)
Total unrealized losses on held to maturity securities	(15)	(1,795)
Fair value of unrealized losses on held to maturity securities, less than 12 months	1,242	57,896
Fair value of unrealized losses on held to maturity securities, 12 months or more	833	28,888
Total fair value of unrealized losses on held to maturity securities	$ 2,075	$ 86,784
FNMA/FHLMC [Member] | Residential Related Securities | Held To Maturity Securities In Unrealized Loss Positions Qualitative Disclosure Number Of Positions Less Than One Year [Member]
Held-to-maturity Securities Continuous Unrealized Loss Position [Abstract]
Number of held to maturity securities in a continuous unrealized loss position | security	1	13
FNMA/FHLMC [Member] | Residential Related Securities | Held To Maturity Securities In Unrealized Loss Positions Qualitative Disclosure Number Of Positions Greater Than Or Equal To One Year [Member]
Held-to-maturity Securities Continuous Unrealized Loss Position [Abstract]
Number of held to maturity securities in a continuous unrealized loss position | security	1	22
GNMA [Member] | Residential Related Securities
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss [Abstract]
Unrealized losses on available for sale securities, less than 12 months	$ (924)	$ (4,529)
Unrealized losses on available for sale securities, 12 months or more	(766)	(37,355)
Total unrealized losses on available for sale securities	(1,689)	(41,885)
Fair value of unrealized losses on available for sale securities, less than 12 months	322,394	452,183
Fair value of unrealized losses on available for sale securities, 12 months or more	79,461	1,598,159
Total fair value of unrealized losses on available for sale securities	$ 401,856	$ 2,050,342
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Number of Positions [Abstract]
Number of available for sale securities in a continuous unrealized loss position less than twelve months | security	18	12
Number of available for sale securities in a continuous unrealized loss position for twelve months or more | security	3	79
Held-to-maturity Securities Continuous Unrealized Loss Position [Abstract]
Unrealized losses on held to maturity securities, less than 12 months	$ (1,059)	$ (414)
Unrealized losses on held to maturity securities, 12 months or more	(49)	(7,767)
Total unrealized losses on held to maturity securities	(1,108)	(8,181)
Fair value of unrealized losses on held to maturity securities, less than 12 months	187,261	19,822
Fair value of unrealized losses on held to maturity securities, 12 months or more	6,587	320,387
Total fair value of unrealized losses on held to maturity securities	$ 193,849	$ 340,209
GNMA [Member] | Residential Related Securities | Held To Maturity Securities In Unrealized Loss Positions Qualitative Disclosure Number Of Positions Less Than One Year [Member]
Held-to-maturity Securities Continuous Unrealized Loss Position [Abstract]
Number of held to maturity securities in a continuous unrealized loss position | security	12	13
GNMA [Member] | Residential Related Securities | Held To Maturity Securities In Unrealized Loss Positions Qualitative Disclosure Number Of Positions Greater Than Or Equal To One Year [Member]
Held-to-maturity Securities Continuous Unrealized Loss Position [Abstract]
Number of held to maturity securities in a continuous unrealized loss position | security	8	66
GNMA [Member] | Commercial mortgage-related securities
Debt Securities, Available-for-sale, Unrealized Loss Position, Accumulated Loss [Abstract]
Unrealized losses on available for sale securities, less than 12 months	$ (810)	$ 0
Unrealized losses on available for sale securities, 12 months or more	(11,222)	(52,512)
Total unrealized losses on available for sale securities	(12,032)	(52,512)
Fair value of unrealized losses on available for sale securities, less than 12 months	258,218	0
Fair value of unrealized losses on available for sale securities, 12 months or more	621,307	1,220,854
Total fair value of unrealized losses on available for sale securities	$ 879,524	$ 1,220,854
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Number of Positions [Abstract]
Number of available for sale securities in a continuous unrealized loss position less than twelve months | security	22	0
Number of available for sale securities in a continuous unrealized loss position for twelve months or more | security	42	93
Held-to-maturity Securities Continuous Unrealized Loss Position [Abstract]
Unrealized losses on held to maturity securities, less than 12 months	$ (29)	$ 0
Unrealized losses on held to maturity securities, 12 months or more	(6,093)	(22,579)
Total unrealized losses on held to maturity securities	(6,122)	(22,579)
Fair value of unrealized losses on held to maturity securities, less than 12 months	26,202	0
Fair value of unrealized losses on held to maturity securities, 12 months or more	357,733	490,414
Total fair value of unrealized losses on held to maturity securities	$ 383,935	$ 490,414
GNMA [Member] | Commercial mortgage-related securities | Held To Maturity Securities In Unrealized Loss Positions Qualitative Disclosure Number Of Positions Less Than One Year [Member]
Held-to-maturity Securities Continuous Unrealized Loss Position [Abstract]
Number of held to maturity securities in a continuous unrealized loss position | security	2	0
GNMA [Member] | Commercial mortgage-related securities | Held To Maturity Securities In Unrealized Loss Positions Qualitative Disclosure Number Of Positions Greater Than Or Equal To One Year [Member]
Held-to-maturity Securities Continuous Unrealized Loss Position [Abstract]
Number of held to maturity securities in a continuous unrealized loss position | security	21	25

XML

Parent Company Only Financial Information (Tables)

12 Months Ended

Dec. 31, 2019

Condensed Financial Information Disclosure [Abstract]

Parent Company Balance Sheet

Balance Sheets

	December 31,
($ in Thousands)	2019		2018
Assets
Cash and due from banks	$	17,427	$	16,245
Interest-bearing deposits in other financial institutions	27,186		38,374
Notes and interest receivable from subsidiaries	201,551		453,615
Investments in and receivable due from subsidiaries	3,925,596		3,787,574
Other assets	46,234		47,448
Total assets	$	4,217,994	$	4,343,256
Liabilities and Stockholders' Equity
Commercial paper	$	32,016	$	45,423
Senior notes, at par	—		250,000
Subordinated notes, at par	250,000		250,000
Long-term funding capitalized costs	(1,428)		(2,043)
Total long-term funding	248,572		497,957
Accrued expenses and other liabilities	15,282		18,988
Total liabilities	295,870		562,368
Preferred equity	256,716		256,716
Common equity	3,665,407		3,524,171
Total stockholders’ equity	3,922,124		3,780,888
Total liabilities and stockholders’ equity	$	4,217,994	$	4,343,256

Parent Company Income Statement

Statements of Income

	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Income
Income from subsidiaries	$	341,789	$	354,637	$	253,485
Interest income on notes receivable from subsidiaries	13,983		12,199		4,175
Other income	761		994		1,763
Total income	356,532		367,830		259,423
Expense
Interest expense on short and long-term funding	16,802		18,355		18,464
Other expense	6,583		11,736		6,927
Total expense	23,384		30,091		25,391
Income before income tax expense	333,148		337,739		234,032
Income tax expense	6,359		4,176		4,768
Net income	326,790		333,562		229,264
Preferred stock dividends	15,202		10,784		9,347
Net income available to common equity	$	311,587	$	322,779	$	219,917

Parent Company Statement of Cash Flows

Statements of Cash Flows

	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Cash Flows from Operating Activities
Net income	$	326,790	$	333,562	$	229,264
Adjustments to reconcile net income to net cash provided by operating activities:
(Increase) decrease in equity in undistributed net income (loss) of subsidiaries	(21,789)		(18,636)		(40,485)
(Gain) loss on sales of assets, net	—		—		(88)
Net change in other assets and accrued expenses and other liabilities	265		(92,366)		(9,589)
Net cash provided by operating activities	305,266		222,562		179,102
Cash Flows from Investing Activities
Proceeds from sales of investment securities	—		827		2,618
Net (increase) decrease in notes receivable from subsidiaries	250,000		(139,317)		(300,000)
Net (increase) decrease in loans	—		2,210		1,058
Net cash provided by (used in) investing activities	250,000		(136,280)		(296,324)
Cash Flows from Financing Activities
Net increase (decrease) in commercial paper	(13,406)		(22,044)		(34,221)
Redemption of Corporation's senior notes	(250,000)		—		—
Proceeds from issuance of common stock for stock-based compensation plans	11,216		18,408		27,619
Proceeds from issuance of preferred stock	—		97,315		—
Purchase of preferred stock	—		(537)		—
Common stock warrants exercised	—		(1)		—
Purchase of common stock returned to authorized but unissued	—		(33,075)		(37,031)
Issuance of treasury stock for acquisition	—		91,296		—
Purchase of treasury stock	(186,076)		(213,598)		(9,290)
Cash dividends on common stock	(111,804)		(105,519)		(76,417)
Cash dividends on preferred stock	(15,202)		(10,784)		(9,347)
Net cash used in financing activities	(565,272)		(178,540)		(138,687)
Net increase (decrease) in cash and cash equivalents	(10,006)		(92,258)		(255,909)
Cash and cash equivalents at beginning of year	54,619		146,877		402,786
Cash and cash equivalents at end of year	$	44,613	$	54,619	$	146,877

XML

Deposits (Tables)

12 Months Ended

Dec. 31, 2019

Deposits [Abstract]

Deposits by type

The distribution of deposits at December 31 is as follows:

($ in Thousands)	2019		2018
Noninterest-bearing demand	$	5,450,709	$	5,698,530
Savings	2,735,036		2,012,841
Interest-bearing demand	5,329,717		5,336,952
Money market	7,640,798		9,033,669
Brokered CDs	5,964		192,234
Other time	2,616,839		2,623,167
Total deposits	$	23,779,064	$	24,897,393

Time deposits by maturity

Aggregate annual maturities of all time deposits at December 31, 2019, are as follows:

Maturities During Year Ending December 31,	($ in Thousands)
2020	$	1,947,004
2021	477,780
2022	97,141
2023	55,028
2024	45,510
Thereafter	340
Total	$	2,622,803

XML

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Current and Deferred Income Tax Expense (Benefit)

The current and deferred amounts of income tax expense (benefit) were as follows:

	Years Ended December 31,
($ in Thousands)	2019		2018		2017
Current
Federal	$	50,560	$	20,246	$	76,525
State	15,327		12,593		11,576
Total current	65,887		32,839		88,101
Deferred
Federal	14,094		34,941		19,755
State	(261)		12,006		1,647
Total deferred	13,833		46,947		21,402
Total income tax expense	$	79,720	$	79,786	$	109,503

Schedule of Deferred Tax Assets and Liabilities

Temporary differences between the amounts reported on the financial statements and the tax bases of assets and liabilities resulted in deferred taxes. Deferred tax assets and liabilities at December 31, 2019 and 2018 were as follows:

($ in Thousands)	2019		2018
Deferred tax assets
Allowance for loan losses	$	48,790	$	61,143
Allowance for other losses	7,236		8,304
Accrued liabilities	4,005		3,736
Deferred compensation	28,018		24,754
Benefit of tax loss and credit carryforwards	13,444		10,126
Nonaccrual interest	1,299		1,666
Net unrealized losses on available-for-sale securities	—		25,731
Net unrealized losses on pension and postretirement benefits	12,174		16,640
Other	3,495		1,916
Total deferred tax assets	118,461		154,015
Valuation allowance for deferred tax assets	(251)		(251)
Total deferred tax assets after valuation allowance	$	118,211	$	153,764
Deferred tax liabilities
Prepaid expenses	$	62,227	$	61,250
Goodwill	21,099		20,178
Mortgage banking activities	17,418		17,428
Deferred loan fee income	12,190		11,892
State deferred taxes	722		518
Lease financing	199		410
Bank premises and equipment	18,348		18,655
Purchase accounting	13,738		12,414
Deferred gains from equity securities and other investments	4,810		—
Net unrealized gains on available-for-sale securities	1,139		—
Other	1,156		684
Total deferred tax liabilities	$	153,045	$	143,429
Net deferred tax assets (liabilities)	$	(34,836)	$	10,335

Summary of Valuation Allowance [Table Text Block]

The changes in the valuation allowance related to net operating losses for 2019 and 2018 were as follows:

($ in Thousands)	2019		2018
Valuation allowance for deferred tax assets, beginning of year	$	(251)	$	(269)
(Increase) decrease in current year	—		18
Valuation allowance for deferred tax assets, end of year	$	(251)	$	(251)

Schedule of Effective Income Tax Rate Reconciliation

The effective income tax rate differs from the statutory federal tax rate. The major reasons for this difference were as follows:

	2019		2018		2017
Federal income tax rate at statutory rate	21.0	%	21.0	%	35.0	%
Increases (decreases) resulting from:
Tax-exempt interest and dividends	(3.3)	%	(2.6)	%	(4.1)	%
State income taxes (net of federal benefit)	3.5	%	3.7	%	2.9	%
Bank owned life insurance	(0.8)	%	(0.7)	%	(1.7)	%
Tax effect of tax credits and benefits, net of related expenses	(0.9)	%	(0.7)	%	(0.7)	%
Tax reserve adjustments / settlements	0.2	%	1.5	%	(1.2)	%
Net tax benefit from stock-based compensation	(0.2)	%	(0.5)	%	(1.3)	%
Tax Act impact on deferred remeasurement	—	%	—	%	3.5	%
Tax planning in response to the Tax Act	—	%	(3.6)	%	—	%
FDIC premium	0.5	%	0.9	%	—	%
Other	(0.4)	%	0.3	%	(0.1)	%
Effective income tax rate	19.6	%	19.3	%	32.3	%

Summary Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits was as follows:

($ in Millions)	2019		2018
Balance at beginning of year	$	2	$	4
Subtractions for tax positions related to prior years	—		—
Subtractions for settlements with tax authorities	—		(3)
Additions for tax positions related to current year	1		1
Balance at end of year	$	3	$	2

XML

Parent Company Only Financial Information

12 Months Ended

Dec. 31, 2019

Condensed Financial Information Disclosure [Abstract]

Parent Company Only Financial Information

Parent Company Only Financial Information

Presented below are condensed financial statements for the Parent Company:

Balance Sheets

	December 31,
($ in Thousands)	2019		2018
Assets
Cash and due from banks	$	17,427	$	16,245
Interest-bearing deposits in other financial institutions	27,186		38,374
Notes and interest receivable from subsidiaries	201,551		453,615
Investments in and receivable due from subsidiaries	3,925,596		3,787,574
Other assets	46,234		47,448
Total assets	$	4,217,994	$	4,343,256
Liabilities and Stockholders' Equity
Commercial paper	$	32,016	$	45,423
Senior notes, at par	—		250,000
Subordinated notes, at par	250,000		250,000
Long-term funding capitalized costs	(1,428)		(2,043)
Total long-term funding	248,572		497,957
Accrued expenses and other liabilities	15,282		18,988
Total liabilities	295,870		562,368
Preferred equity	256,716		256,716
Common equity	3,665,407		3,524,171
Total stockholders’ equity	3,922,124		3,780,888
Total liabilities and stockholders’ equity	$	4,217,994	$	4,343,256

Statements of Income

	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Income
Income from subsidiaries	$	341,789	$	354,637	$	253,485
Interest income on notes receivable from subsidiaries	13,983		12,199		4,175
Other income	761		994		1,763
Total income	356,532		367,830		259,423
Expense
Interest expense on short and long-term funding	16,802		18,355		18,464
Other expense	6,583		11,736		6,927
Total expense	23,384		30,091		25,391
Income before income tax expense	333,148		337,739		234,032
Income tax expense	6,359		4,176		4,768
Net income	326,790		333,562		229,264
Preferred stock dividends	15,202		10,784		9,347
Net income available to common equity	$	311,587	$	322,779	$	219,917

Statements of Cash Flows

	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Cash Flows from Operating Activities
Net income	$	326,790	$	333,562	$	229,264
Adjustments to reconcile net income to net cash provided by operating activities:
(Increase) decrease in equity in undistributed net income (loss) of subsidiaries	(21,789)		(18,636)		(40,485)
(Gain) loss on sales of assets, net	—		—		(88)
Net change in other assets and accrued expenses and other liabilities	265		(92,366)		(9,589)
Net cash provided by operating activities	305,266		222,562		179,102
Cash Flows from Investing Activities
Proceeds from sales of investment securities	—		827		2,618
Net (increase) decrease in notes receivable from subsidiaries	250,000		(139,317)		(300,000)
Net (increase) decrease in loans	—		2,210		1,058
Net cash provided by (used in) investing activities	250,000		(136,280)		(296,324)
Cash Flows from Financing Activities
Net increase (decrease) in commercial paper	(13,406)		(22,044)		(34,221)
Redemption of Corporation's senior notes	(250,000)		—		—
Proceeds from issuance of common stock for stock-based compensation plans	11,216		18,408		27,619
Proceeds from issuance of preferred stock	—		97,315		—
Purchase of preferred stock	—		(537)		—
Common stock warrants exercised	—		(1)		—
Purchase of common stock returned to authorized but unissued	—		(33,075)		(37,031)
Issuance of treasury stock for acquisition	—		91,296		—
Purchase of treasury stock	(186,076)		(213,598)		(9,290)
Cash dividends on common stock	(111,804)		(105,519)		(76,417)
Cash dividends on preferred stock	(15,202)		(10,784)		(9,347)
Net cash used in financing activities	(565,272)		(178,540)		(138,687)
Net increase (decrease) in cash and cash equivalents	(10,006)		(92,258)		(255,909)
Cash and cash equivalents at beginning of year	54,619		146,877		402,786
Cash and cash equivalents at end of year	$	44,613	$	54,619	$	146,877

XML

Income Taxes

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The current and deferred amounts of income tax expense (benefit) were as follows:

	Years Ended December 31,
($ in Thousands)	2019		2018		2017
Current
Federal	$	50,560	$	20,246	$	76,525
State	15,327		12,593		11,576
Total current	65,887		32,839		88,101
Deferred
Federal	14,094		34,941		19,755
State	(261)		12,006		1,647
Total deferred	13,833		46,947		21,402
Total income tax expense	$	79,720	$	79,786	$	109,503

Temporary differences between the amounts reported on the financial statements and the tax bases of assets and liabilities resulted in deferred taxes. Deferred tax assets and liabilities at December 31, 2019 and 2018 were as follows:

($ in Thousands)	2019		2018
Deferred tax assets
Allowance for loan losses	$	48,790	$	61,143
Allowance for other losses	7,236		8,304
Accrued liabilities	4,005		3,736
Deferred compensation	28,018		24,754
Benefit of tax loss and credit carryforwards	13,444		10,126
Nonaccrual interest	1,299		1,666
Net unrealized losses on available-for-sale securities	—		25,731
Net unrealized losses on pension and postretirement benefits	12,174		16,640
Other	3,495		1,916
Total deferred tax assets	118,461		154,015
Valuation allowance for deferred tax assets	(251)		(251)
Total deferred tax assets after valuation allowance	$	118,211	$	153,764
Deferred tax liabilities
Prepaid expenses	$	62,227	$	61,250
Goodwill	21,099		20,178
Mortgage banking activities	17,418		17,428
Deferred loan fee income	12,190		11,892
State deferred taxes	722		518
Lease financing	199		410
Bank premises and equipment	18,348		18,655
Purchase accounting	13,738		12,414
Deferred gains from equity securities and other investments	4,810		—
Net unrealized gains on available-for-sale securities	1,139		—
Other	1,156		684
Total deferred tax liabilities	$	153,045	$	143,429
Net deferred tax assets (liabilities)	$	(34,836)	$	10,335

At December 31, 2019 and December 31, 2018, the valuation allowance for deferred tax assets of approximately $251,000 was related to the deferred tax benefit of specific federal tax loss carryforwards of $3 million from a 2017 acquisition. The changes in the valuation allowance related to net operating losses for 2019 and 2018 were as follows:

($ in Thousands)	2019		2018
Valuation allowance for deferred tax assets, beginning of year	$	(251)	$	(269)
(Increase) decrease in current year	—		18
Valuation allowance for deferred tax assets, end of year	$	(251)	$	(251)

At December 31, 2019, the Corporation had state net operating loss carryforwards of $106 million (of which $49 million was acquired from various acquisitions) that will begin expiring in 2031. At December 31, 2019, the Corporation had state tax credit carryforwards of $5 million that will begin expiring in 2034.

The effective income tax rate differs from the statutory federal tax rate. The major reasons for this difference were as follows:

	2019		2018		2017
Federal income tax rate at statutory rate	21.0	%	21.0	%	35.0	%
Increases (decreases) resulting from:
Tax-exempt interest and dividends	(3.3)	%	(2.6)	%	(4.1)	%
State income taxes (net of federal benefit)	3.5	%	3.7	%	2.9	%
Bank owned life insurance	(0.8)	%	(0.7)	%	(1.7)	%
Tax effect of tax credits and benefits, net of related expenses	(0.9)	%	(0.7)	%	(0.7)	%
Tax reserve adjustments / settlements	0.2	%	1.5	%	(1.2)	%
Net tax benefit from stock-based compensation	(0.2)	%	(0.5)	%	(1.3)	%
Tax Act impact on deferred remeasurement	—	%	—	%	3.5	%
Tax planning in response to the Tax Act	—	%	(3.6)	%	—	%
FDIC premium	0.5	%	0.9	%	—	%
Other	(0.4)	%	0.3	%	(0.1)	%
Effective income tax rate	19.6	%	19.3	%	32.3	%

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, 2019. If income taxes had been provided, the deferred tax liability would have been approximately $25 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 2016 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:

($ in Millions)	2019		2018
Balance at beginning of year	$	2	$	4
Subtractions for tax positions related to prior years	—		—
Subtractions for settlements with tax authorities	—		(3)
Additions for tax positions related to current year	1		1
Balance at end of year	$	3	$	2

At December 31, 2019 and 2018, the total amounts of unrecognized tax benefits that, if recognized, would affect the effective tax rate were $2 million and $1 million, respectively.

The Corporation recognizes interest and penalties accrued related to unrecognized tax benefits in the income tax expense line on the consolidated statements of income. Interest and penalty benefits were negligible at December 31, 2019 and $1 million December 31, 2018. Accrued interest and penalties were negligible at both December 31, 2019 and December 31, 2018. Management does not anticipate significant adjustments to the total amount of unrecognized tax benefits within the next twelve months.

XML

Fair Value Measurements, Assets and Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) (Details) - Derivative Financial Instruments - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Beginning Balance	$ 140	$ 1,225
Mortgage derivative gain (loss)	1,681	(1,085)
Ending Balance	$ 1,817	$ 140

XML

Segment Reporting

12 Months Ended

Dec. 31, 2019

Segment Reporting [Abstract]

Segment Reporting

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 reportable segment results are presented based on the Corporation's internal management accounting process. 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. GAAP. 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. Additionally, the information presented is not indicative of how the segments would perform if they operated as independent entities.

To determine financial performance of each segment, the Corporation allocates FTP assignments, the provision for credit losses, certain noninterest expenses, income tax, and equity to each segment. Allocation methodologies are subject to periodic

adjustment as the internal management accounting system is revised, the interest rate environment evolves, and business or product lines within the segments change. Also, because the development and application of these methodologies is a dynamic process, the financial results presented may be periodically reviewed.

The Corporation allocates net interest income using an internal FTP methodology that charges users of funds (assets) and credits providers of funds (liabilities, primarily deposits) based on the maturity, prepayment, and / or re-pricing characteristics of the assets and liabilities. The net effect of this allocation is offset in the Risk Management and Shared Services segment to ensure the consolidated total reflects the Corporation's net interest income. The net FTP allocation is reflected as net intersegment interest income (expense) in the accompanying tables.

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 based on an incurred loss model using the methodologies described in Note 1 to assess the overall appropriateness of the allowance for loan losses and the allowance for unfunded commitments. 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 expenses 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, the net tax residual is recorded in Risk Management and Shared Services. 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).

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 (FTP 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. All acquisition costs are included in this segment.

Information about the Corporation’s segments is presented below:

	Corporate and Commercial Specialty
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Net interest income	$	450,532	$	457,613	$	360,789
Net intersegment interest income (expense)	(76,064)		(56,356)		(3,737)
Segment net interest income	374,467		401,258		357,051
Noninterest income	53,282		52,321		52,297
Total revenue	427,749		453,578		409,348
Credit provision	52,382		44,592		42,298
Noninterest expense	156,348		160,399		156,890
Income (loss) before income taxes	219,019		248,587		210,160
Income tax expense (benefit)	41,209		47,850		71,655
Net income	$	177,809	$	200,737	$	138,505
Allocated goodwill	$	525,836	$	524,525	$	428,000

	Community, Consumer, and Business
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Net interest income	$	332,850	$	357,245	$	316,008
Net intersegment interest income (expense)	103,468		87,737		45,353
Segment net interest income	436,318		444,982		361,361
Noninterest income	307,750		295,647		266,250
Total revenue	744,067		740,629		627,611
Credit provision	20,043		20,083		20,400
Noninterest expense	547,423		541,771		490,567
Income (loss) before income taxes	176,601		178,775		116,645
Income tax expense (benefit)	37,105		37,543		40,826
Net income	$	139,496	$	141,232	$	75,819
Allocated goodwill	$	650,394	$	644,498	$	548,238

	Risk Management and Shared Services
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Net interest income	$	52,292	$	64,722	$	64,423
Net intersegment interest income (expense)	(27,403)		(31,382)		(41,615)
Segment net interest income	24,889		33,341		22,808
Noninterest income	19,793		7,600		14,133
Total revenue	44,682		40,941		36,941
Credit provision	(56,425)		(64,675)		(36,698)
Noninterest expense(a)	90,217		119,629		61,677
Income (loss) before income taxes	10,890		(14,013)		11,962
Income tax expense (benefit)	1,405		(5,606)		(2,978)
Net income	$	9,484	$	(8,407)	$	14,941
Allocated goodwill	$	—	$	—	$	—

	Consolidated Total
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Net interest income	$	835,674	$	879,580	$	741,220
Net intersegment interest income (expense)	—		—		—
Segment net interest income	835,674		879,580		741,220
Noninterest income	380,824		355,568		332,680
Total revenue	1,216,498		1,235,148		1,073,900
Credit provision	16,000		—		26,000
Noninterest expense	793,988		821,799		709,133
Income (loss) before income taxes	406,509		413,349		338,767
Income tax expense (benefit)	79,720		79,786		109,503
Net income	$	326,790	$	333,562	$	229,264
Allocated goodwill	$	1,176,230	$	1,169,023	$	976,239

(a) For the year ended December 31, 2019, the Risk Management and Shared Services segment includes approximately $7 million of acquisition related costs. For the year ended December 31, 2018, the Risk Management and Shared Services segment includes approximately $29 million of acquisition related costs within noninterest expense and approximately $2 million of acquisition related asset losses, net of asset gains within noninterest income.

XML

Fair Value Measurements, Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Financial assets
Cash and due from banks	$ 373,380	$ 507,187
Interest-bearing deposits in other financial institutions	207,624	221,226
Federal funds sold and securities purchased under agreements to resell	7,740	148,285
Investment securities held to maturity	2,205,083	2,740,511
Investment securities held to maturity, fair value	2,276,465	2,710,271
Investment securities available for sale	3,262,586	3,946,941
Equity Securities with Readily Determined Fair Value	2,000	2,000
Equity Securities without Readily Determinable Fair Value, Amount	13,000	0
Equity securities	15,090	1,568
FHLB and Federal Reserve Bank stocks	227,347	250,534
Commercial loans held for sale	15,000	14,943
Loans, net	22,620,068	22,702,406
Bank and Corporate Owned Life Insurance	671,948	663,203
Financial liabilities
Short-term funding	465,113	157,074
Other long-term funding	3,210,310
Federal Home Loan Bank, Advances, Branch of FHLB Bank, Amount of Advances	3,180,967	3,574,371
Commitment on standby letters of credit	278,000	256,000
Fair Value, Inputs, Level 1
Financial assets
Cash and due from banks	373,380	507,187
Cash and due from banks, Fair Value	373,380	507,187
Interest-bearing deposits in other financial institutions	207,624	221,226
Interest-bearing deposits in other financial institutions, fair value	207,624	221,226
Federal funds sold and securities purchased under agreements to resell	7,740	148,285
Federal funds sold and securities purchased under agreements to resell, fair value	7,740	148,285
Investment securities held to maturity	999	0
Investment securities held to maturity, fair value	1,018	0
Investment securities available for sale	0	999
Investment securities available for sale, at fair value	0	999
Equity securities with readily determinable fair value, Carrying Amount	1,646	1,568
Equity Securities with Readily Determined Fair Value	1,646	1,568
Fair Value, Inputs, Level 2
Financial assets
Investment securities held to maturity	2,204,084	2,740,511
Investment securities held to maturity, fair value	2,275,447	2,710,271
Investment securities available for sale	3,262,586	3,945,943
Investment securities available for sale, at fair value	3,262,586	3,945,943
FHLB and Federal Reserve Bank stocks	227,347	250,534
FHLB and Federal Reserve Bank stocks, fair value	227,347	250,534
Residential Loans Receivable Held for sale Net Not Part of Disposal Group	136,280	64,321
Mortgages Held-for-sale, Fair Value Disclosure	136,280	64,321
Commercial loans held for sale	15,000	14,943
Commercial Loans Held-for-sale, Fair Value Disclosure	15,000	14,943
Bank and Corporate Owned Life Insurance	671,948	663,203
Bank owned life insurance, fair value	671,948	663,203
Financial liabilities
Brokered CDs and other time deposits	2,622,803	2,815,401
Brokered CDs and other time deposits, fair value	2,622,803	2,815,401
Short-term funding	465,113	157,074
Short-term funding, fair value	465,113	157,074
Other long-term funding	549,343	795,611
Long-term funding, fair value	588,774	826,612
Federal Home Loan Bank, Advances, Branch of FHLB Bank, Amount of Advances	3,180,967	3,574,371
Advances, Fair Value Disclosure	3,207,793	3,565,572
Standby letters of credit	2,710	2,482
Standby letters of credit, fair value	2,710	2,482
Fair Value, Inputs, Level 2 | Asset
Financial assets
Derivative Assets	101,778	89,052
Derivatives (trading and other assets), fair value	101,778	89,052
Fair Value, Inputs, Level 2 | Liability
Financial liabilities
Net Amounts Presented on the Consolidated Balance Sheets	36,745	87,817
Derivatives (trading and other liabilities), fair value	36,745	87,817
Fair Value, Inputs, Level 3
Financial assets
Equity Securities without Readily Determinable Fair Value, Amount	13,444	0
Equity securities	13,444	0
Loans, net	22,620,068	22,702,406
Loans, net, fair value	22,399,621	22,317,395
Derivative Assets	2,527	2,208
Derivatives (trading and other assets), fair value	2,527	2,208
Financial liabilities
Noninterest-bearing demand, savings, interest-bearing demand, and money market accounts	21,156,261	22,081,992
Noninterest-bearing demand, savings, interest-bearing demand, and money market accounts, fair value	21,156,261	22,081,992
Net Amounts Presented on the Consolidated Balance Sheets	710	2,072
Derivatives (trading and other liabilities), fair value	$ 710	$ 2,072

XML

Income Taxes, Major Reasons for the Difference in Effective Income Tax Rate from the Federal Tax Rate (Details)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Effective Income Tax Rate Reconciliation
Federal income tax rate at statutory rate	21.00%	21.00%	35.00%
Increases (decreases) resulting from:
Tax-exempt interest and dividends	(3.30%)	(2.60%)	(4.10%)
State income taxes (net of federal benefit)	3.50%	3.70%	2.90%
Bank owned life insurance	(0.80%)	(0.70%)	(1.70%)
Tax effect of tax credits and benefits, net of related expenses	(0.90%)	(0.70%)	(0.70%)
Tax reserve adjustments / settlements	0.20%	1.50%	(1.20%)
Net tax benefit from stock-based compensation	(0.20%)	(0.50%)	(1.30%)
Tax Act impact on deferred remeasurement	0.00%	0.00%	3.50%
Tax planning in response to the Tax Act	0.00%	(3.60%)	0.00%
FDIC premium	0.50%	0.90%	0.00%
Other	(0.40%)	0.30%	(0.10%)
Effective income tax rate	19.60%	19.30%	32.30%

XML

Retirement Plans (Details) - USD ($)			12 Months Ended
	Jun. 14, 2019	Feb. 01, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Pension Plan [Member]
Retirements Plans [Line Items]
Defined Benefit Plan, Description			The Corporation has a noncontributory defined benefit retirement plan, the RAP, covering substantially all employees who meet participation requirements. 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.
Defined Benefit Plan, Expected Amortization of Gain (Loss), Next Fiscal Year			$ 3,000,000
Defined Benefit Plan, Expected Amortization of Prior Service Cost (Credit), Next Fiscal Year			$ 75,000
Actual return on plan assets percentage			18.29%	(3.69%)
Employer contributions			$ 0	$ 4,340,000
Postretirement Plan
Retirements Plans [Line Items]
Defined Benefit Plan, Description			The Corporation also provides legacy healthcare access to a limited group of retired employees from a previous acquisition in the Postretirement Plan. There are no other active retiree healthcare plans.
Defined Benefit Plan, Expected Amortization of Gain (Loss), Next Fiscal Year			$ 0
Defined Benefit Plan, Expected Amortization of Prior Service Cost (Credit), Next Fiscal Year			75,000
Employer contributions			$ 270,000	292,000
Postretirement Plan | Post-65 Health Care Trend [Member]
Retirements Plans [Line Items]
Defined Benefit Plan Health Care Cost Rate Change			2.00%
Health care trend rate assumption			5.75%
Defined Benefit Plan, Health Care Cost Trend, Reduction in Trend Rate Minimum			0.25%
Postretirement Plan | Pre-65 Health Care Trend Rate [Member]
Retirements Plans [Line Items]
Ultimate future rate			5.00%
Bank Mutual Pension
Retirements Plans [Line Items]
Employer contributions				37,537,000
401(k) plan
Retirements Plans [Line Items]
Total expense related to 401(k)			$ 16,000,000	$ 16,000,000	$ 14,000,000
Minimum [Member] | Pension Plan [Member] | Equity securities
Retirements Plans [Line Items]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage			50.00%
Minimum [Member] | Pension Plan [Member] | Fixed-income securities
Retirements Plans [Line Items]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage			30.00%
Minimum [Member] | Pension Plan [Member] | Other Cash Equivalents
Retirements Plans [Line Items]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage			0.00%
Minimum [Member] | Pension Plan [Member] | Alternative securities
Retirements Plans [Line Items]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage			0.00%
Maximum [Member] | Pension Plan [Member] | Equity securities
Retirements Plans [Line Items]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage			70.00%
Maximum [Member] | Pension Plan [Member] | Fixed-income securities
Retirements Plans [Line Items]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage			50.00%
Maximum [Member] | Pension Plan [Member] | Other Cash Equivalents
Retirements Plans [Line Items]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage			10.00%
Maximum [Member] | Pension Plan [Member] | Alternative securities
Retirements Plans [Line Items]
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage			15.00%
Bank Mutual [Member]
Retirements Plans [Line Items]
Business Acquisition, Effective Date of Acquisition		Feb. 01, 2018
Huntington National Bank
Retirements Plans [Line Items]
Business Acquisition, Effective Date of Acquisition	Jun. 14, 2019

XML

Retirement Plans, Fair Value of Pension Plan Investments Table (Details) - Pension Plan [Member] - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Pension Plan Investments
RAP Investment Amount	$ 442,034	$ 390,564	$ 331,609
Fair Value, Inputs, Level 1
Pension Plan Investments
RAP Investment Amount	391,979	343,299
Fair Value, Inputs, Level 2
Pension Plan Investments
RAP Investment Amount	0	0
Fair Value, Inputs, Level 3
Pension Plan Investments
RAP Investment Amount	50,055	47,265
Money market account
Pension Plan Investments
RAP Investment Amount	8,903	7,159
Money market account | Fair Value, Inputs, Level 1
Pension Plan Investments
RAP Investment Amount	8,903	7,159
Money market account | Fair Value, Inputs, Level 2
Pension Plan Investments
RAP Investment Amount	0	0
Money market account | Fair Value, Inputs, Level 3
Pension Plan Investments
RAP Investment Amount	0	0
Common /collective trust funds
Pension Plan Investments
RAP Investment Amount	155,964	138,020
Common /collective trust funds | Fair Value, Inputs, Level 1
Pension Plan Investments
RAP Investment Amount	155,964	138,020
Common /collective trust funds | Fair Value, Inputs, Level 2
Pension Plan Investments
RAP Investment Amount	0	0
Common /collective trust funds | Fair Value, Inputs, Level 3
Pension Plan Investments
RAP Investment Amount	0	0
Mutual funds
Pension Plan Investments
RAP Investment Amount	227,112	198,120
Mutual funds | Fair Value, Inputs, Level 1
Pension Plan Investments
RAP Investment Amount	227,112	198,120
Mutual funds | Fair Value, Inputs, Level 2
Pension Plan Investments
RAP Investment Amount	0	0
Mutual funds | Fair Value, Inputs, Level 3
Pension Plan Investments
RAP Investment Amount	0	0
Group annuity contracts
Pension Plan Investments
RAP Investment Amount	50,055	47,265
Group annuity contracts | Fair Value, Inputs, Level 1
Pension Plan Investments
RAP Investment Amount	0	0
Group annuity contracts | Fair Value, Inputs, Level 2
Pension Plan Investments
RAP Investment Amount	0	0
Group annuity contracts | Fair Value, Inputs, Level 3
Pension Plan Investments
RAP Investment Amount	$ 50,055	$ 47,265

XML

Loans, Related Party Loan Rollforward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Loans and Leases Receivable, Related Parties [Roll Forward]
Balance at beginning of year	$ 17,831	$ 20,260
New loans	3,673	3,076
Repayments	(8,053)	(5,017)
Change due to status of executive officers and directors	3,320	(489)
Balance at end of year	$ 16,772	$ 17,831

XML

Short and Long-term Funding Long-term Funding, Maturities (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Long-term Debt, Fiscal Year Maturity [Abstract]
2020	$ 85,095
2021	312,700
2022	504,193
2023	202,572
2024	250,673
Thereafter	1,855,075
Total long-term funding	$ 3,210,310

XML

Deposits (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Deposits [Abstract]
Time Deposits, $100,000 or More	$ 1,300	$ 1,400
Time Deposits, $250,000 Or More	$ 861	$ 924

XML

Investment Securities, Gains, Losses, and Proceeds (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Investments, Debt and Equity Securities [Abstract]
Gross gains on available for sale securities	$ 6,374	$ 1,954	$ 0
Gross gains on held to maturity securities	0	0	439
Total gains	6,374	1,954	439
Gross (losses) on available for sale securities	(13,861)	(3,938)	0
Gross (losses) on held to maturity securities	0	0	(5)
Total (losses)	(13,861)	(3,938)	(5)
Write-up of equity securities without readily determinable fair values	13,444	0	0
Investment securities gains (losses), net	5,957	(1,985)	434
Proceeds from sales of investment securities	$ 1,367,476	$ 601,130	$ 18,467

XML

Consolidated Balance Sheets - USD ($) $ in Thousands		Dec. 31, 2019	Dec. 31, 2018
Assets
Cash and due from banks		$ 373,380	$ 507,187
Interest-bearing deposits in other financial institutions		207,624	221,226
Federal funds sold and securities purchased under agreements to resell		7,740	148,285
Investment securities held to maturity, at amortized cost		2,205,083	2,740,511
Investment securities available for sale, at fair value		3,262,586	3,946,941
Equity securities		15,090	1,568
Federal Home Loan Bank and Federal Reserve Bank stocks, at cost		227,347	250,534
Residential loans held for sale		136,280	64,321
Commercial loans held for sale		15,000	14,943
Loans		22,821,440	22,940,429
Allowance for loan losses		(201,371)	(238,023)
Loans, net		22,620,068	22,702,406
Bank and corporate owned life insurance		671,948	663,203
Tax credit and other investments		279,969	161,181
Premises and equipment, net		435,284	363,225
Goodwill		1,176,230	1,169,023
Mortgage servicing rights, net		67,306	68,193
Other intangible assets, net		88,301	75,836
Other assets(a)	[1]	597,242	516,538
Total assets		32,386,478	33,615,122
Liabilities and stockholders' equity
Noninterest-bearing demand deposits		5,450,709	5,698,530
Interest-bearing deposits		18,328,355	19,198,863
Total deposits		23,779,064	24,897,393
Federal funds purchased and securities sold under agreements to repurchase		433,097	111,651
Commercial paper		32,016	45,423
FHLB advances		3,180,967	3,574,371
Other long-term funding		549,343	795,611
Accrued expenses and other liabilities(a)		489,868	409,787
Total liabilities		28,464,355	29,834,235
Stockholders’ equity
Preferred equity		256,716	256,716
Common stock		1,752	1,752
Surplus		1,716,431	1,712,615
Retained earnings		2,380,867	2,181,414
Accumulated other comprehensive income (loss)		(33,183)	(124,972)
Treasury stock, at cost		(400,460)	(246,638)
Total common equity		3,665,407	3,524,171
Total stockholders’ equity		3,922,124	3,780,888
Total liabilities and stockholders’ equity		$ 32,386,478	$ 33,615,122
Preferred shares authorized (par value $1.00 per share)		750,000	750,000
Preferred shares issued and outstanding		264,458	264,458
Common shares authorized (par value $0.01 per share)		250,000,000	250,000,000
Common shares issued		175,216,409	175,216,409
Common shares outstanding		157,171,247	164,440,471

[1] (a) During the third quarter of 2019, the Corporation made a change in accounting policy to offset derivative assets and liabilities and cash collateral with the same counterparty where it has a legally enforceable master netting agreement in place. The change had no impact on either earnings or equity. The Corporation believes that this change is a preferable method of accounting as it provides a better reflection of the assets and liabilities on the face of the consolidated balance sheets. Adoption of this change was voluntary and has been adopted retrospectively with all prior periods presented herein revised.

XML

Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands		Total	Preferred Equity	Common Stock [Member]	Surplus	Retained Earnings	Retained Earnings Series C Preferred Stock	Retained Earnings Series D Preferred Stock	Retained Earnings Series E Preferred Stock	Accumulated Other Comprehensive Income (Loss)	Treasury Stock
Beginning balance at Dec. 31, 2016		$ 3,091,312	$ 159,929	$ 1,630	$ 1,364,066	$ 1,791,196				$ (54,679)	$ (170,830)
Preferred stock shares outstanding, beginning balance (in shares) at Dec. 31, 2016			165,000
Common stock shares outstanding, beginning balance (in shares) at Dec. 31, 2016				163,030,000
Comprehensive income:
Net income		229,264				229,264
Other comprehensive loss		(8,079)								(8,079)
Comprehensive income		221,185
Common stock issued:
Stock-based compensation plans, net		27,619			(17,737)	0					45,356
Common Stock Issued During Period, Shares, Acquisitions				291,000
Issuance of treasury stock for acquisition		7,151		$ 3	7,148						0
Purchase of common stock returned to authorized but unissued, shares				(1,569,000)
Purchase of common stock returned to authorized but unissued, amount		(37,031)		$ (15)	(37,016)
Purchase of treasury stock		(9,290)									(9,290)
Cash dividends
Common stock dividends		(76,417)				(76,417)
Preferred stock dividends	[1]	(9,347)				(9,347)
Stock-based compensation expense, net		21,227			21,227
Tax impact of stock-based compensation		1,034			1,034
Ending balance at Dec. 31, 2017		3,237,443	$ 159,929	$ 1,618	1,338,722	1,934,696				(62,758)	(134,764)
Preferred stock shares outstanding, ending balance (in shares) at Dec. 31, 2017			165,000
Common stock shares outstanding, ending balance (in shares) at Dec. 31, 2017				161,752,000
Cash dividends
Preferred Stock, Dividends, Per Share, Cash Paid							$ 1.53125	$ 1.34375
Net income		333,562				333,562
Other comprehensive loss		(62,214)								(62,214)
Other Comprehensive Income, Other, Net of Tax		(48,476)								(48,476)
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification		(13,738)								(13,738)
Comprehensive income		271,348
Stock-based compensation plans, net		18,408			(7,116)	15,096					10,428
Common Stock Issued During Period, Shares, Acquisitions				13,705,000
Issuance of treasury stock for acquisition		488,408		$ 137	396,975						91,296
Purchase of common stock returned to authorized but unissued, shares				(1,357,000)
Purchase of common stock returned to authorized but unissued, amount		(33,075)		$ (14)	(33,061)
Purchase of treasury stock		(213,598)									(213,598)
Common stock dividends		(105,519)				(105,519)
Preferred stock dividends	[2]	(10,784)				(10,784)
Issuance of preferred stock			100,000
Issuance of preferred stock		97,315	$ 97,315
Purchase of Preferred Stock Repurchased During Period, Shares			(1,000)
Purchase of preferred stock		(537)	$ (528)			(8)
Common Stock Shares from Warrant Exercises				1,116,000
Proceeds from Common Stock Warrant Exercises		(1)		$ 11	(12)
Stock-based compensation expense, net		17,107			17,107
Tax Act Reclassification		13,654				13,654
Change in Accounting Principal		84				84
Other		632				632
Ending balance at Dec. 31, 2018		$ 3,780,888	$ 256,716	$ 1,752	1,712,615	2,181,414				(124,972)	(246,638)
Preferred stock shares outstanding, ending balance (in shares) at Dec. 31, 2018			264,000
Common stock shares outstanding, ending balance (in shares) at Dec. 31, 2018		164,440,471		175,216,000
Cash dividends
Preferred Stock, Dividends, Per Share, Cash Paid							1.53125	1.34375	$ 0.322309
Net income		$ 326,790				326,790
Other comprehensive loss		91,789								91,789
Comprehensive income		418,579
Stock-based compensation plans, net		11,216			(21,038)	0					32,254
Purchase of treasury stock		(186,076)									(186,076)
Common stock dividends		(111,804)				(111,804)
Preferred stock dividends	[3]	(15,202)				(15,202)
Stock-based compensation expense, net		24,854			24,854
Other		(331)				(331)
Ending balance at Dec. 31, 2019		$ 3,922,124	$ 256,716	$ 1,752	$ 1,716,431	$ 2,380,867				$ (33,183)	$ (400,460)
Preferred stock shares outstanding, ending balance (in shares) at Dec. 31, 2019			264,000
Common stock shares outstanding, ending balance (in shares) at Dec. 31, 2019		157,171,247		175,216,000
Cash dividends
Preferred Stock, Dividends, Per Share, Cash Paid							$ 1.53125	$ 1.34375	$ 1.46875

[1] (a) Series C, $1.53125 per share; and Series D, $1.34375 per share.

[2] (b) Series C, $1.53125 per share; Series D, $1.34375 per share; and Series E, $0.322309 per share.

[3] (c) Series C, $1.53125 per share; Series D, $1.34375 per share; and Series E, $1.46875 per share.

XML

Short and Long-term Funding (Tables)

12 Months Ended

Dec. 31, 2019

Short-term Debt [Abstract]

Short and Long-Term Funding Composition

The following table presents the components of short-term funding (funding with original contractual maturities of one year or less), long-term funding (funding with original contractual maturities greater than one year), and FHLB advances (funding based on original contractual maturities):

($ in Thousands)	December 31, 2019		December 31, 2018
Short-Term Funding
Federal funds purchased	$	362,000	$	19,710
Securities sold under agreements to repurchase	71,097		91,941
Federal funds purchased and securities sold under agreements to repurchase	433,097		111,651
Commercial paper	32,016		45,423
Total short-term funding	$	465,113	$	157,074
Long-Term Funding
Corporation senior notes, at par, due 2019	$	—	$	250,000
Bank senior notes, at par, due 2021	300,000		300,000
Corporation subordinated notes, at par, due 2025	250,000		250,000
Finance leases	2,209		—
Capitalized costs	(2,866)		(4,389)
Total long-term funding	549,343		795,611
Total short and long-term funding, excluding FHLB advances	$	1,014,456	$	952,685
FHLB Advances
Short-term FHLB advances	$	520,000	$	900,000
Long-term FHLB advances	2,660,967		2,674,371
Total FHLB advances	$	3,180,967	$	3,574,371
Total short and long-term funding	$	4,195,422	$	4,527,056

Schedule of Repurchase Agreements

The remaining contractual maturity of the securities sold under agreements to repurchase on the consolidated balance sheets as of December 31, 2019 and December 31, 2018 are presented in the following table:

	Remaining Contractual Maturity of the Agreements
($ in Thousands)	Overnight and Continuous		Up to 30 days		30-90 days		Greater than 90 days		Total
December 31, 2019
Repurchase agreements
Agency mortgage-related securities	$	71,097	$	—	$	—	$	—	$	71,097
Total	$	71,097	$	—	$	—	$	—	$	71,097
December 31, 2018
Repurchase agreements
Agency mortgage-related securities	$	91,941	$	—	$	—	$	—	$	91,941
Total	$	91,941	$	—	$	—	$	—	$	91,941

FHLB_Maturity_ [Table Text Block]

The original contractual maturity or next put date of the Corporation's FHLB advances as of December 31, 2019 and December 31, 2018 are presented in the following table:

	December 31, 2019				December 31, 2018
($ in Thousands)	Amount		Weighted Average Contractual Coupon Rate		Amount		Weighted Average Contractual Coupon Rate
Maturity or put date 1 year or less	$	2,055,056	2.19	%	$	2,262,584	2.06	%
After 1 but within 2	14,099		2.95	%	1,285,039		2.39	%
After 2 but within 3	504,154		2.12	%	14,393		2.98	%
After 3 years	607,657		2.29	%	12,354		4.55	%
FHLB advances and overall rate	$	3,180,967	2.20	%	$	3,574,371	2.19	%

Schedule of Maturities of Long-term Debt [Table Text Block]

The table below summarizes the maturities of the Corporation’s long-term funding, including long-term FHLB advances, at December 31, 2019:

Year	($ in Thousands)
2020	$	85,095
2021	312,700
2022	504,193
2023	202,572
2024	250,673
Thereafter	1,855,075
Total long-term funding	$	3,210,310

XML

Derivative and Hedging Activities (Tables)

12 Months Ended

Dec. 31, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Balance sheet category and fair values of derivative instruments not designated as hedging instruments

The table below identifies the balance sheet category and fair values of the Corporation’s derivative instruments:

	December 31, 2019								December 31, 2018
	Asset				Liability				Asset				Liability
($ in Thousands)	Notional Amount		Fair Value		Notional Amount		Fair Value		Notional Amount		Fair Value		Notional Amount		Fair Value
Designated as hedging instruments
Interest rate-related instruments	$	—	$	—	$	—	$	—	$	—	$	—	$	500,000	$	40
Not designated as hedging instruments
Interest rate-related instruments	3,029,877		77,024		3,029,877		13,073		2,707,204		52,796		2,707,204		52,653
Foreign currency exchange forwards	272,636		4,226		264,653		4,048		117,879		721		69,153		675
Commodity contracts	255,089		20,528		255,165		19,624		331,727		35,426		315,861		34,340
Mortgage banking(a)	255,291		2,527		263,000		710		191,222		2,208		139,984		2,072
Time deposits	—		—		—		—		11,185		109		11,185		109
Total not designated as hedging instruments			104,305				37,455				91,260				89,849
Gross derivatives before netting			$	104,305			$	37,455			$	91,260			$	89,889
Less: Legally enforceable master netting agreements			10,410				10,410				5,322				5,322
Less: Cash collateral pledged/received			1,408				11,365				27,593				63
Total derivative instruments, after netting(b)			$	92,487			$	15,680			$	58,345			$	84,504

(a) Mortgage derivative assets include interest rate lock commitments and mortgage derivative liabilities include forward commitments.

(b) The fair values of derivative assets are included in other assets, while the fair values of derivative liabilities are included in accrued expenses and other liabilities, on the consolidated balance sheets.

Balance Sheet Recording of Fair Value Hedge [Table Text Block]

The following table presents amounts that were recorded on the consolidated balance sheets related to cumulative basis adjustment for fair value hedges:

	Line Item on the Consolidated Balance Sheets in Which the Hedged Item is Included
	Carrying Amount of the Hedged Assets/(Liabilities)		Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)(b)
($ in Thousands)	December 31, 2019
Loans and investment securities available for sale(a)	$	505,371	$	5,371
Total	$	505,371	$	5,371

(a) These amounts include the amortized cost basis of closed portfolios used to designated hedging relationships in which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. At December 31, 2019, the amortized cost basis of the closed portfolios used in these hedging relationships was $893 million; the positive cumulative basis adjustments associated with these hedging relationships was approximately $5 million; and the amounts of the designated hedged items were $500 million which were terminated during the fourth quarter of 2019.

(b) The balance includes $5 million of hedging adjustment on discontinued hedging relationships.

Schedule of Cash Flow Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block]

The table below identifies the effect of fair value hedge accounting on the Corporation's consolidated statements of income during the twelve months ended December 31, 2019:

	Location and Amount of Gain or (Loss) Recognized on Consolidated Statements of Income in Fair Value and Cash Flow Hedging Relationships
	Year Ended December 31, 2019				Year Ended December 31, 2018
($ in Thousands)	Interest Income		Other Income (Expense)		Interest Income		Other Income (Expense)
Total amounts of income and expense line items presented on the consolidated statements of income in which the effects of fair value or cash flow hedges are recorded(a)	$	(448)	$	—	$	(1,325)	$	—
The effects of fair value and cash flow hedging: Gain or (loss) on fair value hedging relationships in Subtopic 815-20
Interest contracts
Hedged items	5,871		—		(502)		—
Derivatives designated as hedging instruments(a)	(6,319)		—		(823)		—

(a) Includes net settlements on the derivatives

Gain (loss) on derivative instruments not designated as hedging instruments

The table below identifies the effect of derivatives not designated as hedging instruments on the Corporation's consolidated statements of income during the twelve months ended December 31, 2019 and 2018:

	Consolidated Statements of Income Category of Gain / (Loss) Recognized in Income	For the Year Ended December 31,
($ in Thousands)		2019		2018
Derivative Instruments
Interest rate-related instruments — customer and mirror, net	Capital market fees, net	$	(1,393)	$	(316)
Interest rate lock commitments (mortgage)	Mortgage banking, net	319		670
Forward commitments (mortgage)	Mortgage banking, net	1,362		(1,759)
Foreign currency exchange forwards	Capital market fees, net	132		(110)
Commodity contracts	Capital market fees, net	(1,763)		(314)

XML

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2019

Fair Value Disclosures [Abstract]

Assets and liabilities measured on recurring basis at fair value

The table below presents the Corporation’s financial instruments measured at fair value on a recurring basis as of December 31, 2019 and 2018, aggregated by the level in the fair value hierarchy within which those measurements fall:

($ in Thousands)	Fair Value Hierarchy	December 31, 2019		December 31, 2018
Assets
Investment securities available for sale
U.S. Treasury securities	Level 1	$	—	$	999
Obligations of state and political subdivisions (municipal securities)	Level 2	546,160		—
Residential mortgage-related securities
FNMA / FHLMC	Level 2	132,660		295,252
GNMA	Level 2	985,139		2,128,531
Private-label	Level 2	—		1,003
Commercial mortgage-related securities
FNMA / FHLMC	Level 2	21,728		—
GNMA	Level 2	1,310,207		1,220,797
FFELP asset-backed securities	Level 2	263,693		297,360
Other debt securities	Level 2	3,000		3,000
Total investment securities available for sale	Level 1	—		999
Total investment securities available for sale	Level 2	3,262,586		3,945,943
Equity securities with readily determinable fair values	Level 1	1,646		1,568
Residential loans held for sale	Level 2	136,280		64,321
Interest rate-related instruments(a)	Level 2	77,024		52,796
Foreign currency exchange forwards(a)	Level 2	4,226		721
Commodity contracts(a)	Level 2	20,528		35,426
Purchased options (time deposit)	Level 2	—		109
Interest rate lock commitments to originate residential mortgage loans held for sale	Level 3	2,527		2,208
Liabilities
Interest rate-related instruments(a)	Level 2	$	13,073	$	52,653
Foreign currency exchange forwards(a)	Level 2	4,048		675
Commodity contracts(a)	Level 2	19,624		34,340
Written options (time deposit)	Level 2	—		109
Interest rate products (designated as hedging instruments)	Level 2	—		40
Forward commitments to sell residential mortgage loans	Level 3	710		2,072

(a) Figures presented gross before netting. See Note 14 and Note 15 for information relating to the impact of offsetting derivative assets and liabilities and cash collateral with the same counterparty where there is a legally enforceable master netting agreement in place.

Assets and liabilities measured at fair value using significant unobservable inputs (level 3)

The table below presents a rollforward of the consolidated balance sheets amounts for the years ended December 31, 2019 and 2018, for financial instruments measured on a recurring basis and classified within Level 3 of the fair value hierarchy:

($ in Thousands)	Derivative Financial Instruments
Balance December 31, 2017	$	1,225
Total net gains (losses) included in income
Mortgage derivative gain (loss)	(1,085)
Balance December 31, 2018	$	140
Total net gains (losses) included in income
Mortgage derivative gain (loss)	1,681
Balance December 31, 2019	$	1,817




Equity Securities without Readily Determinable Fair Value

Also shown are the cumulative upward and downward adjustments for the Corporation's equity securities without readily determinable fair values as of December 31, 2019:

($ in Thousands)
Equity securities without readily determinable fair values
Carrying value as of December 31, 2018	$	—
Upward carrying value changes	13,444
Carrying value as of December 31, 2019	$	13,444
Cumulative upward carrying value changes between January 1, 2018 and December 31, 2019	$	13,444
Cumulative downward carrying value changes between January 1, 2018 and December 31, 2019	$	—

Assets and liabilities measured on nonrecurring basis at fair value

The table below presents the Corporation’s assets measured at fair value on a nonrecurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall:

($ in Thousands)	Fair Value Hierarchy	Fair Value		Consolidated Statements of Income Category of Adjustment Recognized in Income	Adjustment Recognized on the Consolidated Statements of Income
December 31, 2019
Assets
Impaired loans(a)	Level 3	$	45,792	Provision for credit losses(b)	$	(66,172)
OREO(c)	Level 2	3,565		Other noninterest expense	(1,860)
Mortgage servicing rights	Level 3	72,532		Mortgage banking, net	(63)
Equity securities	Level 3	13,444		Investment securities gains (losses), net	13,444
December 31, 2018
Assets
Impaired loans(a)	Level 3	$	26,191	Provision for credit losses(b)	$	(14,521)
OREO(c)	Level 2	2,200		Other noninterest expense	(1,545)
Mortgage servicing rights	Level 3	81,012		Mortgage banking, net	545

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

(b) Represents provision for credit losses on individually evaluated impaired loans.

(c) If the fair value of the collateral exceeds the carrying amount of the asset, no charge off or adjustment is necessary, the asset is not considered to be carried at fair value, and is therefore not included in the table.

Schedule of assumptions for fair value as of balance sheet date of assets or liabilities that relate to transferor's continuing involvement

The table below presents information about these inputs and further discussion is found above:

December 31, 2019	Valuation Technique	Significant Unobservable Input	Weighted Average Input Applied
Mortgage servicing rights	Discounted cash flow	Discount rate	9%
Mortgage servicing rights	Discounted cash flow	Constant prepayment rate	12%
Impaired loans	Appraisals / Discounted cash flow	Collateral / Discount factor	44%

Estimated fair values of financial instruments

Fair value estimates are set forth below for the Corporation’s financial instruments:

		December 31, 2019				December 31, 2018
($ in Thousands)	Fair Value Hierarchy Level	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets
Cash and due from banks	Level 1	$	373,380	$	373,380	$	507,187	$	507,187
Interest-bearing deposits in other financial institutions	Level 1	207,624		207,624		221,226		221,226
Federal funds sold and securities purchased under agreements to resell	Level 1	7,740		7,740		148,285		148,285
Investment securities held to maturity	Level 1	999		1,018		—		—
Investment securities held to maturity	Level 2	2,204,084		2,275,447		2,740,511		2,710,271
Investment securities available for sale	Level 1	—		—		999		999
Investment securities available for sale	Level 2	3,262,586		3,262,586		3,945,943		3,945,943
Equity securities with readily determinable fair values	Level 1	1,646		1,646		1,568		1,568
Equity securities without readily determinable fair values	Level 3	13,444		13,444		—		—
FHLB and Federal Reserve Bank stocks	Level 2	227,347		227,347		250,534		250,534
Residential loans held for sale	Level 2	136,280		136,280		64,321		64,321
Commercial loans held for sale	Level 2	15,000		15,000		14,943		14,943
Loans, net	Level 3	22,620,068		22,399,621		22,702,406		22,317,395
Bank and corporate owned life insurance	Level 2	671,948		671,948		663,203		663,203
Derivatives (other assets)(a)	Level 2	101,778		101,778		89,052		89,052
Interest rate lock commitments to originate residential mortgage loans held for sale (other assets)	Level 3	2,527		2,527		2,208		2,208
Financial liabilities
Noninterest-bearing demand, savings, interest-bearing demand, and money market accounts	Level 3	$	21,156,261	$	21,156,261	$	22,081,992	$	22,081,992
Brokered CDs and other time deposits(b)	Level 2	2,622,803		2,622,803		2,815,401		2,815,401
Short-term funding(c)	Level 2	465,113		465,113		157,074		157,074
Long-term funding	Level 2	549,343		588,774		795,611		826,612
FHLB advances	Level 2	3,180,967		3,207,793		3,574,371		3,565,572
Standby letters of credit(d)	Level 2	2,710		2,710		2,482		2,482
Derivatives (accrued expenses and other liabilities)(a)	Level 2	36,745		36,745		87,817		87,817
Forward commitments to sell residential mortgage loans (accrued expenses and other liabilities)	Level 3	710		710		2,072		2,072

(a) Figures presented gross before netting. See Note 14 and Note 15 for information relating to the impact of offsetting derivative assets and liabilities and cash collateral with the same counterparty where there is a legally enforceable master netting agreement in place.

(b) When the estimated fair value is less than the carrying value, the carrying value is reported as the fair value.

(c) The carrying amount is a reasonable estimate of fair value for existing short-term funding.

(d) The commitment on standby letters of credit was $278 million and $256 million at December 31, 2019 and 2018, respectively. See Note 16 for additional information on the standby letters of credit and for information on the fair value of lending-related commitments.

XML

Fair Value Measurements, Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Assets, Fair Value Disclosure [Abstract]
Investment securities available for sale	$ 3,262,586	$ 3,946,941
Fair Value, Inputs, Level 1
Assets, Fair Value Disclosure [Abstract]
Investment securities available for sale	0	999
Fair Value, Inputs, Level 2
Assets, Fair Value Disclosure [Abstract]
Investment securities available for sale	3,262,586	3,945,943
Fair Value, Inputs, Level 3
Assets, Fair Value Disclosure [Abstract]
Derivative Assets	2,527	2,208
Liabilities, Fair Value Disclosure [Abstract]
Net Amounts Presented on the Consolidated Balance Sheets	710	2,072
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 | U.S. Treasury securities
Assets, Fair Value Disclosure [Abstract]
Investment securities available for sale	0	999
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 | Other debt securities
Assets, Fair Value Disclosure [Abstract]
Investment securities available for sale	1,646	1,568
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 | Total investment securities available for sale
Assets, Fair Value Disclosure [Abstract]
Investment securities available for sale	0	999
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 | Private-label
Assets, Fair Value Disclosure [Abstract]
Investment securities available for sale	0	1,003
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 | FFELP asset-backed securities
Assets, Fair Value Disclosure [Abstract]
Investment securities available for sale	263,693	297,360
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 | Other debt securities
Assets, Fair Value Disclosure [Abstract]
Investment securities available for sale	3,000	3,000
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 | Total investment securities available for sale
Assets, Fair Value Disclosure [Abstract]
Investment securities available for sale	3,262,586	3,945,943
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 | Total investment securities available for sale
Assets, Fair Value Disclosure [Abstract]
Derivative Assets	136,280	64,321
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 | Interest rate-related instruments(a)
Assets, Fair Value Disclosure [Abstract]
Derivative Assets	77,024	52,796
Liabilities, Fair Value Disclosure [Abstract]
Net Amounts Presented on the Consolidated Balance Sheets	13,073	52,653
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 | Foreign currency exchange forwards(a)
Assets, Fair Value Disclosure [Abstract]
Derivative Assets	4,226	721
Liabilities, Fair Value Disclosure [Abstract]
Net Amounts Presented on the Consolidated Balance Sheets	4,048	675
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 | Commodity contracts(a)
Assets, Fair Value Disclosure [Abstract]
Derivative Assets	20,528	35,426
Liabilities, Fair Value Disclosure [Abstract]
Net Amounts Presented on the Consolidated Balance Sheets	19,624	34,340
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 | Purchased options (time deposit)
Assets, Fair Value Disclosure [Abstract]
Derivative Assets	0	109
Liabilities, Fair Value Disclosure [Abstract]
Net Amounts Presented on the Consolidated Balance Sheets	0	109
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 | Interest rate lock commitments to originate residential mortgage loans held for sale
Assets, Fair Value Disclosure [Abstract]
Derivative Assets	2,527	2,208
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 | Forward commitments to sell residential mortgage loans
Liabilities, Fair Value Disclosure [Abstract]
Net Amounts Presented on the Consolidated Balance Sheets	710	2,072
Designated as hedging instruments | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2
Liabilities, Fair Value Disclosure [Abstract]
Interest Rate Fair Value Hedge Liability at Fair Value	0	40
FNMA / FHLMC | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 | FNMA / FHLMC
Assets, Fair Value Disclosure [Abstract]
Investment securities available for sale	132,660	295,252
FNMA / FHLMC | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 | Commercial mortgage-related securities
Assets, Fair Value Disclosure [Abstract]
Investment securities available for sale	21,728	0
GNMA | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2
Assets, Fair Value Disclosure [Abstract]
Investment securities available for sale	985,139	2,128,531
GNMA | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 | Commercial mortgage-related securities
Assets, Fair Value Disclosure [Abstract]
Investment securities available for sale	1,310,207	1,220,797
Obligations of state and political subdivisions (municipal securities)(a)
Assets, Fair Value Disclosure [Abstract]
Investment securities available for sale	546,160
Obligations of state and political subdivisions (municipal securities)(a) | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2
Assets, Fair Value Disclosure [Abstract]
Investment securities available for sale	$ 546,160	$ 0

XML

Earnings Per Common Share

12 Months Ended

Dec. 31, 2019

Earnings Per Share [Abstract]

Earnings Per Common Share

Earnings Per Common Share

See Note 1 for the Corporation’s accounting policy on earnings per common share. Presented below are the calculations for basic and diluted earnings per common share:

	For the Years Ended December 31,
($ in Thousands, except per share data)	2019		2018		2017
Net income	$	326,790	$	333,562	$	229,264
Preferred stock dividends	(15,202)		(10,784)		(9,347)
Net income available to common equity	311,587		322,779		219,917
Common shareholder dividends	(111,091)		(104,981)		(75,967)
Unvested share-based payment awards	(713)		(537)		(450)
Undistributed earnings	199,784		217,260		143,500
Undistributed earnings allocated to common shareholders	198,424		216,199		142,593
Undistributed earnings allocated to unvested share-based payment awards	1,360		1,060		907
Undistributed earnings	$	199,784	$	217,260	$	143,500
Basic
Distributed earnings to common shareholders	$	111,091	$	104,981	$	75,967
Undistributed earnings allocated to common shareholders	198,424		216,199		142,593
Total common shareholders earnings, basic	$	309,514	$	321,181	$	218,560
Diluted
Distributed earnings to common shareholders	$	111,091	$	104,981	$	75,967
Undistributed earnings allocated to common shareholders	198,424		216,199		142,593
Total common shareholders earnings, diluted	$	309,514	$	321,181	$	218,560
Weighted average common shares outstanding	$	160,534	$	167,345	$	150,877
Effect of dilutive common stock awards	1,398		1,985		2,038
Effect of dilutive common stock warrants	—		402		732
Diluted weighted average common shares outstanding	$	161,932	$	169,732	$	153,647
Basic earnings per common share	$	1.93	$	1.92	$	1.45
Diluted earnings per common share	$	1.91	$	1.89	$	1.42

Anti-dilutive common stock options of approximately 3 million at the year ended December 31, 2019, 2 million at the year ended December 31, 2018, and 1 million for the year ended December 31, 2017, were excluded from the earnings per common share calculation.

XML

Fair Value Measurements, Schedule of Assumptions for Fair Value as of Balance Sheet Date of Assets or Liabilities (Details) - Fair Value, Inputs, Level 3	12 Months Ended
	Dec. 31, 2019
Discounted Cash Flow [Member] | Servicing Contracts [Member]
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items]
Assumption for Fair Value of Assets or Liabilities that relate to Transferor's Continuing Involvement, Discount Rate	9.00%
Assumption for Fair Value of Assets or Liabilities that relate to Transferor's Continuing Involvement, Prepayment Speed	12.00%
Appraisals/Discounted Cash Flow [Member] | Impaired Finance Receivable [Member]
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items]
Assumption for Fair Value of Assets or Liabilities that relate to Transferor's Continuing Involvement, Discount Rate	44.00%

XML

Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities

12 Months Ended

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities

Note 16 Commitments, Off-Balance Sheet Arrangements, and Legal Proceedings

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:

($ in Thousands)	2019		2018
Commitments to extend credit, excluding commitments to originate residential mortgage loans held for sale(a)(b)	$	9,024,412	$	8,720,293
Commercial letters of credit(a)	7,081		7,599
Standby letters of credit(c)	277,969		255,904

(a) 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 was not material at December 31, 2019 and 2018.

(b) Interest rate lock commitments to originate residential mortgage loans held for sale are considered derivative instruments and are disclosed in Note 14.

(c) The Corporation has established a liability of $3 million and $2 million at December 31, 2019 and December 31, 2018, respectively, 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 $22 million and $24 million at December 31, 2019 and December 31, 2018, respectively, 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 invests in qualified affordable housing projects, federal and state historic projects, new market projects, and opportunity zone funds for the purpose of community reinvestment and obtaining tax credits and other tax benefits. Return on the Corporation's investment in these projects and funds comes in the form of tax credits and tax losses that pass through to the Corporation, and deferral or elimination of capital gain recognition for tax purposes. The aggregate carrying value of these investments at December 31, 2019, was $248 million, compared to $136 million at December 31, 2018, included in tax credit and other investments on the consolidated balance sheets. The Corporation utilizes the proportional amortization method to account for investments in qualified affordable housing projects.

Under the proportional amortization method, the Corporation amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits. The Corporation recognized additional income tax expense attributable to the amortization of investments in qualified affordable housing projects of $19 million, $17 million, and $8 million during the years ended December 31, 2019, 2018, and 2017, respectively. The Corporation's remaining investment in qualified affordable housing projects accounted for under the proportional amortization method totaled $234 million at December 31, 2019 and $132 million at December 31, 2018.

The Corporation’s unfunded equity contributions relating to investments in qualified affordable housing, federal and state historic projects, and new market projects are recorded in accrued expenses and other liabilities on the consolidated balance sheets. The Corporation’s remaining unfunded equity contributions totaled $123 million and $51 million at December 31, 2019 and 2018, respectively.

During the years ended December 31, 2019 and 2018, the Corporation did not record any impairment related to qualified affordable housing investments.

The Corporation has principal investment commitments to provide capital-based financing to private and public companies through either direct investment in specific companies or through investment funds and partnerships. The timing of future cash requirements to fund such principal investment 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 loan pools that support CRA loans. The timing of future cash requirements to fund these pools is dependent upon loan demand, which can vary over time. The aggregate carrying value of these investments at December 31, 2019, was $26 million, compared to $25 million at December 31, 2018, included in tax credit and other investments on the consolidated balance sheets.

Legal Proceedings

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 and intends to continue to defend itself vigorously with respect to such legal proceedings. The Corporation will consider settlement of cases when, in management’s judgment, it is in the best interests of the Corporation and its shareholders.

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

Resolution of legal claims is inherently unpredictable, and in many legal proceedings various factors exacerbate this inherent unpredictability, including where the damages sought are unsubstantiated or indeterminate, it is unclear whether a case brought as a class action will be allowed to proceed on that basis, discovery is not complete, the proceeding is not yet in its final stages, the matters present legal uncertainties, there are significant facts in dispute, there are a large number of parties (including where it is uncertain how liability, if any, will be shared among multiple defendants), or there is a wide range of potential results.

The Corporation does not believe it is presently subject to any legal proceedings the resolution of which would have a material adverse effect on our business, financial condition, operating results, or cash flows.

Regulatory Matters

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

Mortgage Repurchase Reserve

The Corporation sells residential mortgage loans to investors in the normal course of business. Residential mortgage loans sold to others are predominantly conventional residential first lien mortgages originated under the Corporation's usual underwriting procedures, and are most often sold on a nonrecourse basis, primarily to the GSEs. The Corporation’s agreements to sell residential mortgage loans in the normal course of business usually require certain representations and warranties on the underlying loans sold, related to credit information, loan documentation, collateral, and insurability. Subsequent to being sold, if a material underwriting deficiency or documentation defect is discovered, the Corporation may be obligated to repurchase the loan or reimburse the GSEs for losses incurred (collectively, “make whole requests”). The make whole requests and any related risk of loss under the representations and warranties are largely driven by borrower performance.

As a result of make whole requests, the Corporation has repurchased loans with principal balances of approximately $2 million for both years ended December 31, 2019 and 2018. The loss reimbursement and settlement claims paid for the years ended December 31, 2019 and 2018, respectively, were negligible. Make whole requests during 2018 and 2019 generally arose from loans sold during the period of January 1, 2012 to December 31, 2018. Since January 1, 2012, loans sold totaled $12.5 billion at the time of sale, and consisted primarily of loans sold to GSEs. As of December 31, 2019, approximately $7.4 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 mortgage repurchase reserve was approximately $795,000 and $752,000 at December 31, 2019 and 2018, respectively.

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, 2019 and December 31, 2018, there were approximately $39 million and $47 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, 2019 and December 31, 2018, there were $45 million and $57 million, respectively, of such residential mortgage loans with credit risk recourse, upon which there have been negligible historical losses to the Corporation.

XML

Retirement Plans

12 Months Ended

Dec. 31, 2019

Defined Benefit Plan [Abstract]

Retirement Plans

Retirement Plans

The Corporation has a noncontributory defined benefit retirement plan, the RAP, covering substantially all employees who meet participation requirements. 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.

The Corporation also provides legacy healthcare access to a limited group of retired employees from a previous acquisition in the Postretirement Plan. There are no other active retiree healthcare plans.

Bank Mutual was acquired on February 1, 2018. The Bank Mutual Pension Plan was merged into the RAP on December 31, 2018. Bank Mutual's Postretirement Plan was merged into the Corporation's Postretirement Plan during the first quarter of 2018. The reported figures in 2018 for both the RAP and Postretirement Plan only include 11 months of Bank Mutual expense due to the timing of the Bank Mutual acquisition.

The Huntington branch acquisition closed on June 14, 2019, and the employees gained as a result of the transaction became eligible to participate in the RAP on the same date, with their vesting service credit based on their prior hours of service with Huntington. See Note 2 for additional information on the Huntington branch acquisition.

The funded status and amounts recognized in the 2019 and 2018 consolidated balance sheets, as measured on December 31, 2019 and 2018, respectively, for the RAP and Postretirement Plan were as follows:

	RAP		Postretirement Plan		RAP		Bank Mutual Pension		Postretirement Plan
($ in Thousands)	2019		2019		2018		2018		2018
Change in Fair Value of Plan Assets
Fair value of plan assets at beginning of year	$	390,564	$	—	$	331,609	N/A		$	—
Fair value of Bank Mutual plan assets at February 1, 2018	N/A		—		N/A		59,445		—
Actual return on plan assets	67,377		—		(14,609)		(1,665)		—
Employer contributions	—		270		4,340		37,537		292
Gross benefits paid	(15,907)		(270)		(10,582)		(15,513)		(292)
Bank Mutual plan assets transferred at December 31, 2018	N/A		—		79,805		(79,805)		—
Fair value of plan assets at end of year(a)	$	442,034	$	—	$	390,564	$	—	$	—
Change in Benefit Obligation
Net benefit obligation at beginning of year	$	233,658	$	2,523	$	186,423	N/A		$	2,478
Net Bank Mutual benefit obligation at February 1, 2018	N/A		—		N/A		66,364		576
Service cost	7,263		—		7,540		—		—
Interest cost	9,752		104		6,727		2,398		108
Actuarial (gain) loss	25,810		188		(8,000)		(1,701)		(347)
Gross benefits paid	(15,907)		(270)		(10,582)		(2,644)		(292)
Lump sums paid	—		—		—		(12,868)		—
Bank Mutual benefit obligations transferred at December 31, 2018	N/A		—		$	51,549	(51,549)		—
Net benefit obligation at end of year(a)	$	260,576	$	2,545	$	233,658	$	—	$	2,523
Funded (unfunded) status	$	181,458	$	(2,545)	$	156,906	$	—	$	(2,523)
Noncurrent assets	$	181,458	$	—	$	156,906	$	—	$	—
Current liabilities	—		(214)		—		—		(219)
Noncurrent liabilities	—		(2,330)		—		—		(2,304)
Asset (Liability) Recognized on the Consolidated Balance Sheets	$	181,458	$	(2,545)	$	156,906	$	—	$	(2,523)

(a) The fair value of the plan assets represented 170% and 167% of the net benefit obligation of the pension plan at December 31, 2019 and 2018, respectively.

Amounts recognized in accumulated other comprehensive (income) loss, net of tax, as of December 31, 2019 and 2018 follow:

	RAP		Postretirement Plan		RAP		Postretirement Plan
($ in Thousands)	2019		2019		2018		2018
Prior service cost	$	(249)	$	(533)	$	(303)	$	(588)
Net actuarial loss	37,075		126		50,238		(17)
Amount not yet recognized in net periodic benefit cost, but recognized in accumulated other comprehensive (income) loss	$	36,827	$	(406)	$	49,935	$	(605)

Other changes in plan assets and benefit obligations recognized in OCI, net of tax, in 2019 and 2018 were as follows:

	RAP		Postretirement Plan		RAP		Postretirement Plan
($ in Thousands)	2019		2019		2018		2018
Net actuarial gain (loss)	$	17,235	$	(188)	$	(28,959)	$	347
Amortization of prior service cost	(73)		(75)		(73)		(75)
Amortization of actuarial loss (gain)	480		(4)		2,195		8
Adjustment for adoption of ASU 2018-02	—		—		(5,235)		—
Income tax (expense) benefit	(4,532)		67		6,838		(71)
Total Recognized in OCI	$	13,109	$	(200)	$	(25,234)	$	209

The components of net pension cost for the RAP for 2019, 2018, and 2017 were as follows:

($ in Thousands)	2019		2018		2017
Service cost	$	7,263	$	7,540	$	6,955
Interest cost	9,752		9,125		7,121
Expected return on plan assets	(24,332)		(23,195)		(19,646)
Amortization of prior service cost	(73)		(73)		(73)
Amortization of actuarial loss (gain)	480		2,195		2,278
Recognized settlement loss (gain)	—		809		—
Total net periodic pension cost	$	(6,910)	$	(3,600)	$	(3,365)

The components of net periodic benefit cost for the Postretirement Plan for 2019, 2018, and 2017 were as follows:

($ in Thousands)	2019		2018		2017
Interest cost	$	104	$	108	$	101
Amortization of prior service cost	(75)		(75)		(75)
Amortization of actuarial loss (gain)	(4)		8		4
Total net periodic benefit cost	$	25	$	41	$	30

The components of net periodic pension cost and net periodic benefit cost, other than the service cost component, are included in the line item other of noninterest expense on the consolidated statements of income. The service cost components are included in personnel on the consolidated statements of income.

As of December 31, 2019, the estimated actuarial losses and prior service cost that will be amortized during 2020 from accumulated other comprehensive income into net periodic pension cost for the RAP includes expense of $3 million for actuarial losses and income of approximately $75,000 for the prior service cost. For the Postretirement Plan, the estimated actuarial losses and prior service cost that will be amortized during 2020 from accumulated other comprehensive income into net periodic benefit cost includes income of approximately $75,000 for the prior service cost while no actuarial gains or losses are expected.

	RAP		Postretirement Plan		RAP		Postretirement Plan
	2019		2019		2018		2018
Weighted average assumptions used to determine benefit obligations
Discount rate	3.20	%	3.20	%	4.30	%	4.30	%
Rate of increase in compensation levels	2.00	%	N/A		3.00	%	N/A
Weighted average assumptions used to determine net periodic benefit costs
Discount rate(a)	4.30	%	4.30	%	3.77	%	3.77	%
Rate of increase in compensation levels	3.00	%	N/A		3.00	%	N/A
Expected long-term rate of return on plan assets(b)	6.00	%	N/A		5.93	%	N/A

(a) Weighted average of the 2018 fiscal year discount rate assumption for the RAP was 3.70% and the Bank Mutual Pension Plan was 4.00%

(b) Weighted average of the 2018 fiscal year expected return on asset assumption for the RAP was 6.00% and the Bank Mutual Pension Plan was 5.50%

The expected long-term (more than 20 years) rate of return was estimated using market benchmarks for equities and bonds applied to the RAP’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 rates of return for the RAP assets were 18.29% and (3.69)% for 2019 and 2018, respectively.

The RAP’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 RAP is to maximize total return with a tolerance for average risk. The RAP 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 to 70%, fixed-income securities 30 to 50%, other cash equivalents 0 to 10%, and alternative securities 0 to 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 RAP as of the December 31, 2019 and 2018 measurement dates, respectively, by asset category were as follows:

Asset Category	2019		2018
Equity securities	51	%	49	%
Fixed-income securities	33	%	34	%
Group annuity contracts	11	%	12	%
Alternative securities	3	%	3	%
Other	2	%	2	%
Total	100	%	100	%

The RAP assets include cash equivalents, such as money market accounts, mutual funds, common / collective trust funds (which include investments in equity and bond securities), and a group annuity contract. Money market accounts are stated at cost plus accrued interest, mutual funds are valued at quoted market prices, investments in common / collective trust funds are valued at the amount at which units in the funds can be withdrawn, and the group annuity contract is valued at fair value by discounting the related cash flows based on current yields of similar instruments with comparable durations and considering the credit worthiness of the issuer. The group annuity contract was obtained as part of the Bank Mutual Pension Plan that was acquired on February 1, 2018 and merged into the RAP on December 31, 2018.

Based on these inputs, the following table summarizes the fair value of the RAP’s investments as of December 31, 2019 and 2018:

			Fair Value Measurements Using
($ in Thousands)	December 31, 2019		Level 1		Level 2		Level 3
RAP Investments
Money market account	$	8,903	$	8,903	$	—	$	—
Common /collective trust funds	155,964		155,964		—		—
Mutual funds	227,112		227,112		—		—
Group annuity contracts	50,055		—		—		50,055
Total RAP Investments	$	442,034	$	391,979	$	—	$	50,055
			Fair Value Measurements Using
($ in Thousands)	December 31, 2018		Level 1		Level 2		Level 3
RAP Investments
Money market account	$	7,159	$	7,159	$	—	$	—
Common /collective trust funds	138,020		138,020		—		—
Mutual funds	198,120		198,120		—		—
Group annuity contracts	47,265		—		—		47,265
Total RAP Investments	$	390,564	$	343,299	$	—	$	47,265

The following presents a summary of the changes in the fair value of the RAP's Level 3 asset during the periods indicated. As noted above, the Corporation's Level 3 asset consists entirely of a group annuity contract issued by a life insurance company.

Fair Value Reconciliation of Level 3 RAP Investments	2019		2018(a)
Fair value of group annuity contract at beginning of period	$	47,265	$	49,191
Return on plan assets	5,495		565
Benefits paid	(2,704)		(2,491)
Fair value of group annuity contract at end of period	$	50,055	$	47,265

(a) Period begins on February 1, the date the Corporation acquired the group annuity contract from the Bank Mutual acquisition.

The Corporation’s funding policy is to pay at least the minimum amount required by federal law and regulations, with consideration given to the maximum funding amounts allowed. The Corporation regularly reviews the funding of its RAP. The Corporation did not make any contributions to the RAP during 2019. The Corporation made contributions of $38 million to the Bank Mutual Pension Plan and $4 million to the RAP during 2018, with the plans merging on December 31, 2018.

The projected benefit payments were calculated using the same assumptions as those used to calculate the benefit obligations listed above. The projected benefit payments for the RAP and Postretirement Plan at December 31, 2019, reflecting expected future services, were as follows:

($ in Thousands)	RAP		Postretirement Plan
Estimated future benefit payments
2020	$	19,659	$	218
2021	19,755		213
2022	20,729		208
2023	20,392		202
2024	20,710		196
2025-2029	91,264		867

The health care trend rate is an assumption as to how much the Postretirement Plan’s medical costs will change each year in the future. There are no remaining participants under age 65 in the Postretirement Plan. The actual change in 2019 health care premium rates for post-65 coverage was an increase of 2.00%. The health care trend rate assumption for post-65 coverage is an increase of 5.75% in 2020 with the rate of increase decreasing 0.25% in each succeeding year, to an ultimate rate of 5.00% for 2023 and future years.

A one percentage point change in the assumed health care cost trend rate would have the following effect:

	2019				2018
($ in Thousands)	100 bp Increase		100 bp Decrease		100 bp Increase		100 bp Decrease
Effect on total of service and interest cost	$	7	$	(6)	$	7	$	(6)
Effect on postretirement benefit obligation	$	170	$	(148)	$	164	$	(143)

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 expenses related to contributions to the 401(k) plan were $16 million, $16 million, and $14 million in 2019, 2018, and 2017, respectively.

XML

Income Taxes, Current and Deferred Amounts of Income Tax Expense Table (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Current:
Federal	$ 50,560	$ 20,246	$ 76,525
State	15,327	12,593	11,576
Total current	65,887	32,839	88,101
Deferred:
Federal	14,094	34,941	19,755
State	(261)	12,006	1,647
Total deferred	13,833	46,947	21,402
Total income tax expense	$ 79,720	$ 79,786	$ 109,503

XML

Retirement Plans Retirement Plans, Fair Value Reconciliation of Level 3 Retirement Account Plan Investments (Details) - Pension Plan [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]
Fair value of group annuity contract at end of period	$ 442,034	$ 390,564	$ 331,609
Fair Value, Inputs, Level 3
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]
Fair value of group annuity contract at end of period	50,055	47,265
Group annuity contracts
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]
Fair value of group annuity contract at end of period	50,055	47,265
Group annuity contracts | Fair Value, Inputs, Level 3
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]
Fair value of group annuity contract at beginning of period		47,265	$ 49,191
Return on plan assets	5,495	565
Defined Benefit Plan, Plan Assets Level 3 Reconciliation, Decrease for Settlement	(2,704)	(2,491)
Fair value of group annuity contract at end of period	$ 50,055	$ 47,265

XML

Income Taxes, Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits Table (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of year	$ 2	$ 4
Subtractions for tax positions related to prior years	0	0
Subtractions for settlements with tax authorities	0	(3)
Additions for tax positions related to current year	1	1
Balance at end of year	$ 3	$ 2

XML

Revenues (Notes)

12 Months Ended

Dec. 31, 2019

Revenue Recognition [Abstract]

Revenue from Contract with Customer [Text Block]

Note 23 Revenue Recognition

Revenue is recognized when obligations under the terms of a contract with the Corporation's customer are satisfied. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. We do not have any material significant payment terms as payment is received at or shortly after the satisfaction of the performance obligation.

The Corporation's disaggregated revenue by major source is presented below:

	Corporate and Commercial Specialty
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Service charges and deposit account fees	$	12,883	$	14,981	$	16,006
Card-based fees(a)	1,373		1,334		1,125
Other revenue	1,002		694		811
Noninterest Income (in-scope of Topic 606)	$	15,258	$	17,009	$	17,941
Noninterest Income (out-of-scope of Topic 606)	38,024		35,311		34,355
Total Noninterest Income	$	53,282	$	52,321	$	52,297

	Community, Consumer, and Business
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Insurance commissions and fees	$	89,091	$	89,472	$	81,468
Wealth management fees(b)	83,467		82,341		70,126
Service charges and deposit account fees	50,203		51,025		48,344
Card-based fees(a)	38,349		38,439		33,849
Other revenue	10,952		11,087		10,095
Noninterest Income (in-scope of Topic 606)	$	272,062	$	272,363	$	243,883
Noninterest Income (out-of-scope of Topic 606)	35,687		23,284		22,367
Total Noninterest Income	$	307,750	$	295,647	$	266,250

	Risk Management and Share Services
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Insurance commissions and fees	$	13	$	39	$	6
Wealth management fees(b)	—		222		—
Service charges and deposit account fees	49		69		77
Card-based fees(a)	190		37		23
Other revenue	675		345		245
Noninterest Income (in-scope of Topic 606)	$	926	$	712	$	351
Noninterest Income (out-of-scope of Topic 606)	18,866		6,889		13,783
Total Noninterest Income	$	19,793	$	7,600	$	14,133

	Consolidated Total
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Insurance commissions and fees	$	89,104	$	89,511	$	81,474
Wealth management fees(b)	83,467		82,562		70,126
Service charges and deposit account fees	63,135		66,075		64,427
Card-based fees(a)	39,912		39,810		34,997
Other revenue	12,629		12,126		11,151
Noninterest Income (in-scope of Topic 606)	$	288,247	$	290,084	$	262,175
Noninterest Income (out-of-scope of Topic 606)	92,577		65,484		70,505
Total Noninterest Income	$	380,824	$	355,568	$	332,680

(a) Certain card-based fees are out-of-scope of Topic 606.

(b) Includes trust, asset management, brokerage, and annuity fees.

Below is a listing of performance obligations for the Corporation's main revenue streams:

Revenue Stream	Noninterest income in-scope of Topic 606
Insurance commissions and fees	The Corporation's insurance revenue has two distinct performance obligations. The first performance obligation is the selling of the policy as an agent for the carrier. This performance obligation is satisfied upon binding of the policy. The second performance obligation is the ongoing servicing of the policy which is satisfied over the life of the policy. For employee benefits, the payment is typically received monthly. For property and casualty, payments can vary, but are typically received at, or in advance, of the policy period.
Service charges and deposit account fees	Service charges on deposit accounts consist of monthly service fees (i.e. business analysis fees and consumer service charges) and other deposit account related fees. The Corporation's performance obligation for monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Other deposit account related fees are largely transactional based, and therefore, the Corporation's performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to the customers’ accounts.
Card-based fees(a)	Card-based fees are primarily comprised of debit and credit card income, ATM fees, and merchant services income. Debit and credit card income is primarily comprised of interchange fees earned whenever the Corporation's debit and credit cards are processed through card payment networks. ATM and merchant fees are largely transactional based, and therefore, the Corporation's performance obligation is satisfied, and related revenue recognized, at a point in time. Payment is typically received immediately or in the following month.
Trust and asset management fees(b)	Trust and asset management income is primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Corporation's performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to the customers’ accounts. The Corporation's performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e., as incurred). Payment is received shortly after services are rendered.
Brokerage and advisory fees(b)	Brokerage and advisory fees primarily consists of investment advisory, brokerage, retirement services, and annuities. The Corporation's performance obligation for investment advisory services and retirement services is generally satisfied, and the related revenue recognized, over the period in which the services are provided. The performance obligation for annuities is satisfied upon sale of the annuity, and therefore, the related revenue is primarily recognized at the time of sale. Payment for these services are typically received immediately or in advance of the service.

(a) Certain card-based fees are out-of-scope of Topic 606.

(b) Trust and asset management fees and brokerage and advisory fees are included in wealth management fees.

Arrangements with Multiple Performance Obligations

The Corporation's contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the expected cost plus margin.

XML

Investment Securities (Tables)

12 Months Ended

Dec. 31, 2019

Investments, Debt and Equity Securities [Abstract]

Investment securities available for sale

The amortized cost and fair values of securities available for sale and held to maturity at December 31, 2019 were as follows:

($ in Thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)		Fair Value
Investment securities available for sale
Obligations of state and political subdivisions (municipal securities)(a)	$	529,908	$	16,269	$	(18)	$	546,160
Residential mortgage-related securities
FNMA / FHLMC	131,158		1,562		(59)		132,660
GNMA	982,941		3,887		(1,689)		985,139
Commercial mortgage-related securities
FNMA / FHLMC	19,929		1,799		—		21,728
GNMA	1,314,836		7,403		(12,032)		1,310,207
FFELP asset-backed securities	270,178		—		(6,485)		263,693
Other debt securities	3,000		—		—		3,000
Total investment securities available for sale	$	3,251,950	$	30,920	$	(20,284)	$	3,262,586
Investment securities held to maturity
U.S. Treasury securities	$	999	$	19	$	—	$	1,018
Obligations of state and political subdivisions (municipal securities)(a)	1,418,569		69,775		(1,118)		1,487,227
Residential mortgage-related securities
FNMA / FHLMC	81,676		1,759		(15)		83,420
GNMA	269,523		1,882		(1,108)		270,296
GNMA commercial mortgage-related securities	434,317		6,308		(6,122)		434,503
Total investment securities held to maturity	$	2,205,083	$	79,744	$	(8,363)	$	2,276,465

(a) As permitted by ASU 2019-04, which was adopted during the third quarter of 2019, the Corporation made a one-time election during the third quarter of 2019 to transfer municipal securities with an amortized cost of $692 million from held to maturity to available for sale.

The amortized cost and fair values of securities available for sale and held to maturity at December 31, 2018 were as follows:

($ in Thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)		Fair Value
Investment securities available for sale
U.S. Treasury securities	$	1,000	$	—	$	(1)	$	999
Residential mortgage-related securities:
FNMA / FHLMC	296,296		2,466		(3,510)		295,252
GNMA	2,169,943		473		(41,885)		2,128,531
Private-label	1,007		—		(4)		1,003
GNMA commercial mortgage-related securities	1,273,309		—		(52,512)		1,220,797
FFELP asset-backed securities	297,347		711		(698)		297,360
Other debt securities	3,000		—		—		3,000
Total investment securities available for sale	$	4,041,902	$	3,649	$	(98,610)	$	3,946,941
Investment securities held to maturity
Obligations of state and political subdivisions (municipal securities)	$	1,790,683	$	8,255	$	(15,279)	$	1,783,659
Residential mortgage-related securities
FNMA / FHLMC	92,788		169		(1,795)		91,162
GNMA	351,606		1,611		(8,181)		345,035
GNMA commercial mortgage-related securities	505,434		7,559		(22,579)		490,414
Total investment securities held to maturity	$	2,740,511	$	17,593	$	(47,835)	$	2,710,271

Investment securities held to maturity

The amortized cost and fair values of securities available for sale and held to maturity at December 31, 2019 were as follows:

($ in Thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)		Fair Value
Investment securities available for sale
Obligations of state and political subdivisions (municipal securities)(a)	$	529,908	$	16,269	$	(18)	$	546,160
Residential mortgage-related securities
FNMA / FHLMC	131,158		1,562		(59)		132,660
GNMA	982,941		3,887		(1,689)		985,139
Commercial mortgage-related securities
FNMA / FHLMC	19,929		1,799		—		21,728
GNMA	1,314,836		7,403		(12,032)		1,310,207
FFELP asset-backed securities	270,178		—		(6,485)		263,693
Other debt securities	3,000		—		—		3,000
Total investment securities available for sale	$	3,251,950	$	30,920	$	(20,284)	$	3,262,586
Investment securities held to maturity
U.S. Treasury securities	$	999	$	19	$	—	$	1,018
Obligations of state and political subdivisions (municipal securities)(a)	1,418,569		69,775		(1,118)		1,487,227
Residential mortgage-related securities
FNMA / FHLMC	81,676		1,759		(15)		83,420
GNMA	269,523		1,882		(1,108)		270,296
GNMA commercial mortgage-related securities	434,317		6,308		(6,122)		434,503
Total investment securities held to maturity	$	2,205,083	$	79,744	$	(8,363)	$	2,276,465

(a) As permitted by ASU 2019-04, which was adopted during the third quarter of 2019, the Corporation made a one-time election during the third quarter of 2019 to transfer municipal securities with an amortized cost of $692 million from held to maturity to available for sale.

The amortized cost and fair values of securities available for sale and held to maturity at December 31, 2018 were as follows:

($ in Thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)		Fair Value
Investment securities available for sale
U.S. Treasury securities	$	1,000	$	—	$	(1)	$	999
Residential mortgage-related securities:
FNMA / FHLMC	296,296		2,466		(3,510)		295,252
GNMA	2,169,943		473		(41,885)		2,128,531
Private-label	1,007		—		(4)		1,003
GNMA commercial mortgage-related securities	1,273,309		—		(52,512)		1,220,797
FFELP asset-backed securities	297,347		711		(698)		297,360
Other debt securities	3,000		—		—		3,000
Total investment securities available for sale	$	4,041,902	$	3,649	$	(98,610)	$	3,946,941
Investment securities held to maturity
Obligations of state and political subdivisions (municipal securities)	$	1,790,683	$	8,255	$	(15,279)	$	1,783,659
Residential mortgage-related securities
FNMA / FHLMC	92,788		169		(1,795)		91,162
GNMA	351,606		1,611		(8,181)		345,035
GNMA commercial mortgage-related securities	505,434		7,559		(22,579)		490,414
Total investment securities held to maturity	$	2,740,511	$	17,593	$	(47,835)	$	2,710,271

Amortized cost and fair values of investment securities available for sale and held to maturity by contractual maturity

Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. The expected maturities of investment securities available for sale and held to maturity at December 31, 2019, are shown below:

	Available for Sale					Held to Maturity
($ in Thousands)	Amortized Cost		Fair Value			Amortized Cost		Fair Value
Due in one year or less	$	2,795	$	2,800		$	29,033	$	29,218
Due after one year through five years	32,399		32,901			82,023		83,245
Due after five years through ten years	317,292		326,361			136,138		140,704
Due after ten years	180,422		187,098			1,172,373		1,235,077
Total debt securities	532,908		549,160			1,419,568		1,488,245
Residential mortgage-related securities
FNMA / FHLMC	131,158		132,660			81,676		83,420
GNMA	982,941		985,139			269,523		270,296
Commercial mortgage-related securities
FNMA / FHLMC	19,929		21,728			—		—
GNMA	1,314,836		1,310,207			434,317		434,503
FFELP asset-backed securities	270,178		263,693			—		—
Total investment securities	$	3,251,950	$	3,262,586		$	2,205,083	$	2,276,465
Ratio of Fair Value to Amortized Cost			100.3		%			103.2		%

Realized gains and losses and proceeds from sale

Investment securities gains (losses), net includes proceeds from the sale of investment securities as well as any applicable write-ups or write-downs of investment securities. The proceeds from the sale and write-up of investment securities for each of the three years ended December 31 are shown below. There were no other-than-temporary impairment write-downs on investment securities for 2019, 2018, or 2017.

($ in Thousands)	2019		2018		2017
Gross gains on available for sale securities	$	6,374	$	1,954	$	—
Gross gains on held to maturity securities	—		—		439
Total gains	6,374		1,954		439
Gross (losses) on available for sale securities	(13,861)		(3,938)		—
Gross (losses) on held to maturity securities	—		—		(5)
Total (losses)	(13,861)		(3,938)		(5)
Write-up of equity securities without readily determinable fair values	13,444		—		—
Investment securities gains (losses), net	$	5,957	$	(1,985)	$	434
Proceeds from sales of investment securities	$	1,367,476	$	601,130	$	18,467

Unrealized losses and fair value of available for sale and held to maturity securities, by investment category and time length

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, 2019:

	Less than 12 months					12 months or more					Total
($ in Thousands)	Number of Securities	Unrealized (Losses)		Fair Value		Number of Securities	Unrealized (Losses)		Fair Value		Unrealized (Losses)		Fair Value
Investment securities available for sale
Obligations of state and political subdivisions (municipal securities)	4	$	(18)	1,225		—	$	—	$	—	$	(18)	$	1,225
Residential mortgage-related securities
FNMA / FHLMC	—	—		—		4	(59)		34,807		(59)		34,807
GNMA	18	(924)		322,394		3	(766)		79,461		(1,689)		401,856
GNMA commercial mortgage-related securities	22	(810)		258,218		42	(11,222)		621,307		(12,032)		879,524
FFELP asset-backed securities	19	(6,092)		250,780		2	(393)		12,913		(6,485)		263,693
Other debt securities	2	—		2,000		—	—		—		—		2,000
Total	65	$	(7,843)	$	834,616	51	$	(12,440)	$	748,487	$	(20,284)	$	1,583,104
Investment securities held to maturity
Obligations of state and political subdivisions (municipal securities)	52	$	(1,105)	$	77,562	6	$	(13)	$	2,378	$	(1,118)	$	79,940
Residential mortgage-related securities
FNMA / FHLMC	1	(6)		1,242		1	(9)		833		(15)		2,075
GNMA	12	(1,059)		187,261		8	(49)		6,587		(1,108)		193,849
GNMA commercial mortgage-related securities	2	(29)		26,202		21	(6,093)		357,733		(6,122)		383,935
Total	67	$	(2,199)	$	292,267	36	$	(6,164)	$	367,532	$	(8,363)	$	659,799

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, 2018:

	Less than 12 months					12 months or more					Total
($ in Thousands)	Number of Securities	Unrealized (Losses)		Fair Value		Number of Securities	Unrealized (Losses)		Fair Value		Unrealized (Losses)		Fair Value
Investment securities available for sale
U.S. Treasury securities	—	$	—	$	—	1	$	(1)	$	999	$	(1)	$	999
Residential mortgage-related securities
FNMA / FHLMC	15	(31)		17,993		17	(3,479)		189,405		(3,510)		207,398
GNMA	12	(4,529)		452,183		79	(37,355)		1,598,159		(41,885)		2,050,342
Private-label	1	(4)		1,003		—	—		—		(4)		1,003
GNMA commercial mortgage-related securities	—	—		—		93	(52,512)		1,220,854		(52,512)		1,220,854
FFELP asset-backed securities	13	(698)		142,432		—	—		—		(698)		142,432
Total	41	$	(5,262)	$	613,612	190	$	(93,347)	$	3,009,417	$	(98,610)	$	3,623,028
Investment securities held to maturity
Obligations of state and political subdivisions (municipal securities)	272	$	(2,860)	$	313,212	752	$	(12,419)	$	509,374	$	(15,279)	$	822,586
Residential mortgage-related securities
FNMA / FHLMC	13	(780)		57,896		22	(1,015)		28,888		(1,795)		86,784
GNMA	13	(414)		19,822		66	(7,767)		320,387		(8,181)		340,209
GNMA commercial mortgage-related securities	—	—		—		25	(22,579)		490,414		(22,579)		490,414
Total	298	$	(4,053)	$	390,929	865	$	(43,780)	$	1,349,063	$	(47,835)	$	1,739,992

XML

Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities, Summary of Lending Related and Other Commitments (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Schedule of lending-related and other commitments [Line Items]
Lending related commitments, fair value	$ 0	$ 0
Commitments to extend credit, excluding commitments to originate residential mortgage loans held for sale(a)(b)
Summary of lending-related and other commitments
Lending related commitments	9,024,412	8,720,293
Commercial letters of credit(a)
Summary of lending-related and other commitments
Lending related commitments	7,081	7,599
Standby letters of credit(c)
Summary of lending-related and other commitments
Lending related commitments	277,969	255,904
Standby letters of credit, fair value	$ 3,000	$ 2,000

XML

Leases (Tables)

12 Months Ended

Dec. 31, 2019

Leases [Abstract]

Lease, Cost [Table Text Block]

Operating and finance lease costs and cash flows resulting from these leases are presented below:

($ in Thousands)	Twelve Months Ended December 31, 2019
Operating Lease Costs	$	11,006
Finance Lease Costs	36
Operating Lease Cash Flows	11,305
Finance Lease Cash Flows	35

Assets And Liabilities, Lessee [Table Text Block]

The lease classifications on the consolidated balance sheets were as follows:

	December 31, 2019
($ in Thousands)	Amount		Consolidated Balance Sheets Category
Operating lease right-of-use asset	$	45,381	Premises and equipment
Finance lease right-of-use asset	2,188		Other assets
Operating lease liability	49,292		Accrued expenses and other liabilities
Finance lease liability	2,209		Other long-term funding

Lessee, Operating Lease, Information [Table Text Block]

The lease payment obligations, weighted-average remaining lease term, and weighted-average discount rate were as follows:

	December 31, 2019
($ in Thousands)	Lease payments		Weighted-average lease term (in years)	Weighted-average discount rate
Operating leases
Equipment	$	46	0.83	2.72	%
Retail and corporate offices	48,940		6.49	3.34	%
Land	6,594		9.57	3.21	%
Total operating leases	$	55,580	6.83	3.32	%
Finance leases
Land	$	4,827	39.67	3.99	%
Total finance leases	$	4,827	39.67	3.99	%

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

Contractual lease payment obligations for each of the next five years and thereafter, in addition to a reconciliation to the Corporation’s lease liability, were as follows:

($ in Thousands)	Operating Leases		Finance Leases		Total Leases
Twelve Months Ending December 31, 2020	$	10,662	$	85	$	10,747
2021	10,136		85		10,221
2022	7,854		85		7,939
2023	5,625		85		5,710
2024	4,988		88		5,076
Beyond 2024	16,316		4,398		20,714
Total lease payments	$	55,580	$	4,827	$	60,407
Less: interest	6,288		2,617		8,905
Present value of lease payments	$	49,292	$	2,209	$	51,501

Lessee, Operating Lease, Disclosure [Table Text Block]

The approximate minimum annual rental payments and rental receipts under noncancelable agreements and leases with remaining terms in excess of one year are as follows:

($ in Thousands)	Payments		Receipts
2020	$	9,876	$	3,189
2021	9,976		2,903
2022	7,822		2,127
2023	5,977		1,723
2024	5,315		1,583
Thereafter	21,393		8,081
Total	$	60,359	$	19,606

XML

Derivative and Hedging Activities Income Impact of Fair Value and Cash Flow Hedge (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Interest Income [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Change in Unrealized Gain (Loss) on Hedged Item in Fair Value Hedge	$ (448)	$ (1,325)
Interest Income [Member] | Designated as hedging instruments
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Change in Unrealized Gain (Loss) on Hedged Item in Fair Value Hedge	5,871	(502)
Interest Income [Member] | Derivatives designated as hedging instruments(a)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, Fair Value Hedge, Included in Effectiveness, Gain (Loss)	(6,319)	(823)
Other Operating Income (Expense) [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Change in Unrealized Gain (Loss) on Hedged Item in Fair Value Hedge	0	0
Other Operating Income (Expense) [Member] | Designated as hedging instruments
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Change in Unrealized Gain (Loss) on Hedged Item in Fair Value Hedge	0	0
Other Operating Income (Expense) [Member] | Derivatives designated as hedging instruments(a)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, Fair Value Hedge, Included in Effectiveness, Gain (Loss)	$ 0	$ 0

XML

Deposits

12 Months Ended

Dec. 31, 2019

Deposits [Abstract]

Deposits

Deposits

The distribution of deposits at December 31 is as follows:

($ in Thousands)	2019		2018
Noninterest-bearing demand	$	5,450,709	$	5,698,530
Savings	2,735,036		2,012,841
Interest-bearing demand	5,329,717		5,336,952
Money market	7,640,798		9,033,669
Brokered CDs	5,964		192,234
Other time	2,616,839		2,623,167
Total deposits	$	23,779,064	$	24,897,393

Time deposits of $100,000 or more were $1.3 billion and $1.4 billion for December 31, 2019 and 2018, respectively. Time deposits of $250,000 or more were $861 million and $924 million at December 31, 2019 and 2018, respectively.

Aggregate annual maturities of all time deposits at December 31, 2019, are as follows:

Maturities During Year Ending December 31,	($ in Thousands)
2020	$	1,947,004
2021	477,780
2022	97,141
2023	55,028
2024	45,510
Thereafter	340
Total	$	2,622,803

XML

Retirement Plans, Weighted Average Assumptions used to Determine Benefit and Net Periodic Benefit Costs (Details)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Pension Plan [Member]
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Discount rate	3.20%	4.30%
Rate of increase in compensation levels	2.00%	3.00%
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount rate(a)	4.30%	3.77%
Rate of increase in compensation levels	3.00%	3.00%
Expected long-term rate of return on plan assets(b)	6.00%	5.93%
Postretirement Plan
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Discount rate	3.20%	4.30%
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount rate(a)	4.30%	3.77%
Retirement Account Plan Prior to Merger [Member]
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount rate(a)		3.70%
Expected long-term rate of return on plan assets(b)		6.00%
Bank Mutual Pension
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount rate(a)		4.00%
Expected long-term rate of return on plan assets(b)		5.50%

XML

Loans

12 Months Ended

Dec. 31, 2019

Receivables [Abstract]

Loans

Loans

Loans at December 31 are summarized below:

($ in Thousands)	2019		2018
Commercial and industrial	$	7,354,594	$	7,398,044
Commercial real estate - owner occupied	911,265		920,443
Commercial and business lending	8,265,858		8,318,487
Commercial real estate - investor	3,794,517		3,751,554
Real estate construction	1,420,900		1,335,031
Commercial real estate lending	5,215,417		5,086,585
Total commercial	13,481,275		13,405,072
Residential mortgage	8,136,980		8,277,712
Home equity	852,025		894,473
Other consumer	351,159		363,171
Total consumer	9,340,164		9,535,357
Total loans(a)(b)	$	22,821,440	$	22,940,429

(a) During the third quarter of 2019, the Corporation sold approximately $240 million of portfolio mortgages as well as $33 million of nonaccrual and performing restructured loans.

(b) Includes $2 million and $5 million of purchased credit-impaired loans at December 31, 2019 and December 31, 2018, respectively.

The Corporation has granted loans to its 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:

($ in Thousands)	2019		2018
Balance at beginning of year	$	17,831	$	20,260
New loans	3,673		3,076
Repayments	(8,053)		(5,017)
Change due to status of executive officers and directors	3,320		(489)
Balance at end of year	$	16,772	$	17,831

The following table presents commercial and consumer loans by credit quality indicator at December 31, 2019:

($ in Thousands)	Pass		Special Mention		Potential Problem		Nonaccrual		Total
Commercial and industrial	$	7,118,448	$	79,525	$	110,308	$	46,312	$	7,354,594
Commercial real estate - owner occupied	866,193		25,115		19,889		67		911,265
Commercial and business lending	7,984,641		104,641		130,197		46,380		8,265,858
Commercial real estate - investor	3,620,785		139,873		29,449		4,409		3,794,517
Real estate construction	1,420,374		33		—		493		1,420,900
Commercial real estate lending	5,041,159		139,906		29,449		4,902		5,215,417
Total commercial	13,025,800		244,547		159,646		51,282		13,481,275
Residential mortgage	8,077,122		563		1,451		57,844		8,136,980
Home equity	841,757		1,164		—		9,104		852,025
Other consumer	350,260		748		—		152		351,159
Total consumer	9,269,139		2,475		1,451		67,099		9,340,164
Total loans(a)	$	22,294,939	$	247,022	$	161,097	$	118,380	$	22,821,440

(a) During the third quarter of 2019, the Corporation sold approximately $240 million of portfolio mortgages. In addition, the Corporation sold $33 million of residential mortgages and home equity loans, of which $21 million were pass loans and $12 million were nonaccrual loans.

The following table presents commercial and consumer loans by credit quality indicator at December 31, 2018: 

($ in Thousands)	Pass		Special Mention		Potential Problem		Nonaccrual		Total
Commercial and industrial	$	7,162,370	$	78,075	$	116,578	$	41,021	$	7,398,044
Commercial real estate - owner occupied	854,265		6,257		55,964		3,957		920,443
Commercial and business lending	8,016,635		84,332		172,542		44,978		8,318,487
Commercial real estate - investor	3,653,642		28,479		67,481		1,952		3,751,554
Real estate construction	1,321,447		8,771		3,834		979		1,335,031
Commercial real estate lending	4,975,089		37,249		71,315		2,931		5,086,585
Total commercial	12,991,724		121,582		243,856		47,909		13,405,072
Residential mortgage	8,203,729		434		5,975		67,574		8,277,712
Home equity	880,808		1,223		103		12,339		894,473
Other consumer	362,343		749		—		79		363,171
Total consumer	9,446,881		2,406		6,078		79,992		9,535,357
Total loans	$	22,438,605	$	123,988	$	249,935	$	127,901	$	22,940,429

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, an appropriate allowance for loan losses, allowance for unfunded commitments, nonaccrual, and charge off policies. See Note 1 for the Corporation's accounting policy for loans.

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 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, which 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 in nonaccrual status or those with their terms restructured in a troubled debt restructuring meet this impaired loan definition. Commercial loans classified as special mention, potential problem, and nonaccrual are reviewed at a minimum on a quarterly basis, while pass and performing rated credits are reviewed on an annual basis or more frequently if the loan renewal is less than one year or if otherwise warranted.

The following table presents loans by past due status at December 31, 2019:

($ in Thousands)	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due and Still Accruing		Nonaccrual(a)		Total
Commercial and industrial	$	7,307,118	$	576	$	245	$	342	$	46,312	$	7,354,594
Commercial real estate - owner occupied	909,828		1,369		—		—		67		911,265
Commercial and business lending	8,216,947		1,945		245		342		46,380		8,265,858
Commercial real estate - investor	3,788,296		1,812		—		—		4,409		3,794,517
Real estate construction	1,420,310		64		33		—		493		1,420,900
Commercial real estate lending	5,208,606		1,876		33		—		4,902		5,215,417
Total commercial	13,425,552		3,821		278		342		51,282		13,481,275
Residential mortgage	8,069,863		8,749		525		—		57,844		8,136,980
Home equity	837,274		4,483		1,164		—		9,104		852,025
Other consumer	347,007		1,135		949		1,917		152		351,159
Total consumer	9,254,144		14,366		2,638		1,917		67,099		9,340,164
Total loans(b)	$	22,679,696	$	18,188	$	2,916	$	2,259	$	118,380	$	22,821,440

(a) Of the total nonaccrual loans, $48 million, or 41%, were current with respect to payment at December 31, 2019.

(b) During the third quarter of 2019, the Corporation sold approximately $240 million of portfolio mortgages. In addition, the Corporation sold $33 million of residential mortgages and home equity loans, of which $21 million were accruing current loans, $12 million were nonaccrual loans, and approximately $200,000 were 30-89 days past due accruing loans.

The following table presents loans by past due status at December 31, 2018:

($ in Thousands)	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due and Still Accruing		Nonaccrual(a)		Total
Commercial and industrial	$	7,356,187	$	187	$	338	$	311	$	41,021	$	7,398,044
Commercial real estate - owner occupied	913,787		2,580		119		—		3,957		920,443
Commercial and business lending	8,269,974		2,767		457		311		44,978		8,318,487
Commercial real estate - investor	3,745,835		2,954		813		—		1,952		3,751,554
Real estate construction	1,333,722		330		—		—		979		1,335,031
Commercial real estate lending	5,079,557		3,284		813		—		2,931		5,086,585
Total commercial	13,349,531		6,051		1,270		311		47,909		13,405,072
Residential mortgage	8,200,432		9,272		434		—		67,574		8,277,712
Home equity	876,085		4,826		1,223		—		12,339		894,473
Other consumer	358,970		1,401		868		1,853		79		363,171
Total consumer	9,435,487		15,499		2,525		1,853		79,992		9,535,357
Total loans	$	22,785,019	$	21,550	$	3,795	$	2,165	$	127,901	$	22,940,429

(a) Of the total nonaccrual loans, $74 million, or 58%, were current with respect to payment at December 31, 2018.

The following table presents impaired loans individually evaluated under ASC Topic 310, excluding $2 million of purchased credit-impaired loans, at December 31, 2019:

($ in Thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Loans with a related allowance
Commercial and industrial	$	47,249	$	63,346	$	12,010	$	45,290	$	1,832
Commercial real estate - owner occupied	1,676		1,682		19		1,774		88
Commercial and business lending	48,924		65,028		12,029		47,064		1,919
Commercial real estate - investor	928		2,104		15		950		15
Real estate construction	477		559		67		494		30
Commercial real estate lending	1,405		2,663		82		1,445		45
Total commercial	50,329		67,691		12,111		48,509		1,965
Residential mortgage	21,450		22,625		2,740		23,721		856
Home equity	3,076		3,468		1,190		3,756		191
Other consumer	1,247		1,249		125		1,250		1
Total consumer	25,773		27,342		4,055		28,726		1,047
Total loans	$	76,102	$	95,033	$	16,165	$	77,235	$	3,012
Loans with no related allowance
Commercial and industrial	$	14,787	$	33,438	$	—	$	20,502	$	63
Commercial real estate - owner occupied	—		—		—		—		—
Commercial and business lending	14,787		33,438		—		20,502		63
Commercial real estate - investor	3,705		3,705		—		3,980		159
Real estate construction	—		—		—		—		—
Commercial real estate lending	3,705		3,705		—		3,980		159
Total commercial	18,491		37,142		—		24,482		222
Residential mortgage	14,104		14,461		—		10,962		373
Home equity	1,346		1,383		—		1,017		21
Other consumer	—		—		—		—		—
Total consumer	15,450		15,845		—		11,979		394
Total loans	$	33,941	$	52,987	$	—	$	36,462	$	616
Total
Commercial and industrial	$	62,035	$	96,784	$	12,010	$	65,792	$	1,895
Commercial real estate - owner occupied	1,676		1,682		19		1,774		88
Commercial and business lending	63,711		98,466		12,029		67,566		1,982
Commercial real estate - investor	4,633		5,808		15		4,931		174
Real estate construction	477		559		67		494		30
Commercial real estate lending	5,110		6,367		82		5,425		204
Total commercial	68,820		104,833		12,111		72,991		2,186
Residential mortgage	35,554		37,087		2,740		34,683		1,229
Home equity	4,422		4,851		1,190		4,773		211
Other consumer	1,247		1,249		125		1,250		1
Total consumer	41,223		43,187		4,055		40,706		1,441
Total loans(a)	$	110,043	$	148,020	$	16,165	$	113,697	$	3,628

(a) The net recorded investment (defined as recorded investment, net of the related allowance) of the impaired loans represented 63% of the unpaid principal balance at December 31, 2019.

The following table presents impaired loans individually evaluated under ASC Topic 310, excluding $5 million of purchased credit-impaired loans, at December 31, 2018: 

($ in Thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Loans with a related allowance
Commercial and industrial	$	40,747	$	42,131	$	5,721	$	52,461	$	1,167
Commercial real estate - owner occupied	2,080		2,087		24		2,179		104
Commercial and business lending	42,827		44,218		5,745		54,640		1,271
Commercial real estate - investor	799		805		28		827		38
Real estate construction	510		589		75		533		32
Commercial real estate lending	1,309		1,394		103		1,360		70
Total commercial	44,136		45,612		5,848		56,000		1,341
Residential mortgage	41,691		45,149		6,023		42,687		1,789
Home equity	9,601		10,539		3,312		10,209		566
Other consumer	1,181		1,183		121		1,184		3
Total consumer	52,473		56,871		9,456		54,080		2,358
Total loans	$	96,609	$	102,483	$	15,304	$	110,079	$	3,699
Loans with no related allowance
Commercial and industrial	$	22,406	$	45,024	$	—	$	21,352	$	(344)
Commercial real estate - owner occupied	3,772		4,823		—		3,975		—
Commercial and business lending	26,178		49,847		—		25,327		(344)
Commercial real estate - investor	1,585		2,820		—		980		68
Real estate construction	—		—		—		—		—
Commercial real estate lending	1,585		2,820		—		980		68
Total commercial	27,763		52,667		—		26,307		(276)
Residential mortgage	8,795		9,074		—		8,790		203
Home equity	523		542		—		530		—
Other consumer	—		—		—		—		—
Total consumer	9,318		9,616		—		9,320		203
Total loans	$	37,081	$	62,283	$	—	$	35,627	$	(73)
Total
Commercial and industrial	$	63,153	$	87,155	$	5,721	$	73,813	$	823
Commercial real estate - owner occupied	5,852		6,910		24		6,154		104
Commercial and business lending	69,005		94,065		5,745		79,967		927
Commercial real estate - investor	2,384		3,625		28		1,807		106
Real estate construction	510		589		75		533		32
Commercial real estate lending	2,894		4,214		103		2,340		138
Total commercial	71,899		98,279		5,848		82,307		1,065
Residential mortgage	50,486		54,223		6,023		51,477		1,992
Home equity	10,124		11,081		3,312		10,739		566
Other consumer	1,181		1,183		121		1,184		3
Total consumer	61,791		66,487		9,456		63,400		2,561
Total loans(a)	$	133,690	$	164,766	$	15,304	$	145,707	$	3,626

(a) The net recorded investment (defined as recorded investment, net of the related allowance) of the impaired loans represented 72% of the unpaid principal balance at December 31, 2018.

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.

The following table presents nonaccrual and performing restructured loans by loan portfolio:

	December 31, 2019				December 31, 2018				December 31, 2017
($ in Thousands)	Performing Restructured Loans		Nonaccrual Restructured Loans(a)		Performing Restructured Loans		Nonaccrual Restructured Loans(a)		Performing Restructured Loans		Nonaccrual Restructured Loans(a)
Commercial and industrial	$	16,678	$	7,376	$	25,478	$	249	$	30,047	$	1,776
Commercial real estate - owner occupied	1,676		—		2,080		—		3,989		—
Commercial real estate - investor	293		—		799		933		14,389		—
Real estate construction	298		179		311		198		310		157
Residential mortgage	3,955		13,035		16,036		22,279		17,068		18,991
Home equity	1,896		1,904		7,385		2,627		7,705		2,537
Other consumer	1,246		1		1,174		6		1,110		25
Total restructured loans(b)	$	26,041	$	22,494	$	53,263	$	26,292	$	74,618	$	23,486

(a) Nonaccrual restructured loans have been included within nonaccrual loans.

(b) During the third quarter of 2019, the Corporation sold $21 million of performing restructured loans, of which $18 million were residential mortgages and $3 million were home equity loans. In addition, the Corporation sold $7 million of nonaccrual restructured residential mortgage loans during the third quarter of 2019.

The Corporation had a recorded investment of approximately $16 million in loans modified in troubled debt restructurings for the year ended December 31, 2019, of which approximately $3 million were in accrual status and $13 million were in nonaccrual pending a sustained period of repayment. As of December 31, 2019 there was approximately $3 million of commitments to lend additional funds to borrowers with restructured loans. The following table provides the number of loans modified in a troubled debt restructuring by loan portfolio, the recorded investment, and unpaid principal balance:

	Years Ended December 31,
	2019					2018					2017
($ in Thousands)	Number of Loans	Recorded Investment(a)		Unpaid Principal Balance(b)		Number of Loans	Recorded Investment(a)		Unpaid Principal Balance(b)		Number of Loans	Recorded Investment(a)		Unpaid Principal Balance(b)
Commercial and industrial	6	$	7,588	$	7,703	5	$	1,315	$	1,330	8	$	3,991	$	6,339
Commercial real estate - owner occupied	—	—		—		—	—		—		2	690		690
Commercial real estate - investor	—	—		—		2	1,393		1,472		—	—		—
Real estate construction	1	77		77		1	78		80		—	—		—
Residential mortgage	53	7,436		7,517		41	6,977		7,210		45	4,238		4,364
Home equity	24	831		845		34	1,649		1,681		22	507		507
Other consumer	1	8		8		3	17		19		—	—		—
Total	85	$	15,940	$	16,150	86	$	11,429	$	11,792	77	$	9,426	$	11,900

(a) Represents post-modification outstanding recorded investment.

(b) 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, 2019, restructured loan modifications of commercial and industrial, commercial real estate, and real estate construction loans primarily included maturity date extensions, interest rate concessions, payment schedule modifications, or a combination of these concessions. Restructured loan modifications of home equity and residential mortgage loans primarily included maturity date extensions, interest rate concessions, non-reaffirmed Chapter 7 bankruptcies, or a combination of these concessions.

The following table provides the number of loans modified in a troubled debt restructuring during the previous twelve months which subsequently defaulted during the year ended December 31, 2019, 2018, and 2017, respectively, as well as the recorded investment in these restructured loans as of December 31, 2019, 2018, and 2017, respectively:

	Years Ended December 31,
	2019			2018			2017
($ in Thousands)	Number of Loans	Recorded Investment		Number of Loans	Recorded Investment		Number of Loans	Recorded Investment
Commercial and industrial	—	$	—	3	$	—	2	$	—
Commercial real estate — investor	1	461		—	—		—	—
Residential mortgage	38	5,630		20	3,553		36	3,137
Home equity	27	868		32	1,688		27	735
Other consumer	—	—		—	—		1	7
Total	66	$	6,959	55	$	5,241	66	$	3,879

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.

Allowance for Credit Losses

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. See Note 1 for the Corporation's accounting policy on the allowance for loan losses. 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 16 for additional information on the allowance for unfunded commitments.

A summary of the changes in the allowance for loan losses by portfolio segment for the year ended December 31, 2019, is as follows:

($ in Thousands)	Commercial and industrial		Commercial real estate - owner occupied		Commercial real estate - investor		Real estate construction		Residential mortgage		Home equity		Other consumer		Total
December 31, 2018	$	108,835	$	9,255	$	40,844	$	28,240	$	25,595	$	19,266	$	5,988	$	238,023
Charge offs	(63,315)		(222)		—		(60)		(3,322)		(1,846)		(5,548)		(74,313)
Recoveries	11,875		2,795		31		302		692		2,599		868		19,161
Net charge offs	(51,441)		2,573		31		243		(2,630)		753		(4,681)		(55,152)
Provision for loan losses	33,738		(1,543)		(361)		(3,568)		(6,005)		(9,093)		5,332		18,500
December 31, 2019	$	91,133	$	10,284	$	40,514	$	24,915	$	16,960	$	10,926	$	6,639	$	201,371
Allowance for loan losses
Individually evaluated for impairment	$	12,010	$	19	$	15	$	67	$	2,740	$	1,190	$	125	$	16,165
Collectively evaluated for impairment	79,123		10,265		40,498		24,848		14,220		9,737		6,514		185,205
Total allowance for loan losses	$	91,133	$	10,284	$	40,514	$	24,915	$	16,960	$	10,926	$	6,639	$	201,371
Loans
Individually evaluated for impairment	$	62,035	$	1,676	$	4,633	$	477	$	35,554	$	4,422	$	1,247	$	110,043
Collectively evaluated for impairment	7,292,217		909,010		3,789,755		1,420,416		8,100,958		847,577		349,912		22,709,845
Acquired and accounted for under ASC 310-30(a)	342		579		129		7		469		26		—		1,552
Total loans	$	7,354,594	$	911,265	$	3,794,517	$	1,420,900	$	8,136,980	$	852,025	$	351,159	$	22,821,440

(a) Loans acquired in business combinations and accounted for under ASC Subtopic 310-30 "Receivables — Loans and Debt Securities Acquired with Deteriorated Credit Quality."

For comparison purposes, a summary of the changes in the allowance for loan losses by portfolio segment for the year ended December 31, 2018, is as follows:

($ in Thousands)	Commercial and industrial		Commercial real estate - owner occupied		Commercial real estate - investor		Real estate construction		Residential mortgage		Home equity		Other consumer		Total
December 31, 2017	$	123,068	$	10,352	$	41,059	$	34,370	$	29,607	$	22,126	$	5,298	$	265,880
Charge offs	(30,837)		(1,363)		(7,914)		(298)		(1,627)		(3,236)		(5,261)		(50,536)
Recoveries	13,714		639		668		446		1,271		2,628		812		20,179
Net charge offs	(17,123)		(724)		(7,246)		149		(355)		(608)		(4,448)		(30,358)
Provision for loan losses	2,890		(373)		7,031		(6,279)		(3,657)		(2,252)		5,138		2,500
December 31, 2018	$	108,835	$	9,255	$	40,844	$	28,240	$	25,595	$	19,266	$	5,988	$	238,023
Allowance for loan losses
Individually evaluated for impairment	$	5,721	$	24	$	28	$	75	$	6,023	$	3,312	$	121	$	15,304
Collectively evaluated for impairment	103,114		9,231		40,816		28,165		19,572		15,954		5,867		222,719
Total allowance for loan losses	$	108,835	$	9,255	$	40,844	$	28,240	$	25,595	$	19,266	$	5,988	$	238,023
Loans
Individually evaluated for impairment	$	63,153	$	5,852	$	2,384	$	510	$	50,486	$	10,124	$	1,181	$	133,690
Collectively evaluated for impairment	7,331,898		913,708		3,748,883		1,334,500		8,226,642		884,266		361,990		22,801,887
Acquired and accounted for under ASC 310-30(a)	2,994		883		287		21		584		83		—		4,853
Total loans	$	7,398,044	$	920,443	$	3,751,554	$	1,335,031	$	8,277,712	$	894,473	$	363,171	$	22,940,429

(a) Loans acquired in business combinations and accounted for under ASC Subtopic 310-30 "Receivables — Loans and Debt Securities Acquired with Deteriorated Credit Quality."

The following table provides a summary of the changes in allowance for loan losses in the Corporation's oil and gas portfolio at December 31, 2019 and December 31, 2018:

	Years Ended December 31,
($ in Millions)	2019			2018
Balance at beginning of period	$	12		$	27
Charge offs	(50)			(24)
Recoveries	5			6
Net Charge offs	(44)			(17)
Provision for loan losses	45			2
Balance at end of period	$	12		$	12
Allowance for loan losses
Individually evaluated for impairment	$	3		$	—
Collectively evaluated for impairment	9			12
Total allowance for loan losses	$	12		$	12
Oil & Gas Allowance for loan losses to Total Oil & Gas Loans	2.56		%	1.62		%
Loans
Individually evaluated for impairment	$	23		$	22
Collectively evaluated for impairment	460			725
Total loans	$	484		$	747

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 16 for additional information on the allowance for unfunded commitments and see Note 1 for the Corporation's accounting policy for allowance for unfunded commitments. A summary of the changes in the allowance for unfunded commitments was as follows:

	Years Ended December 31,
($ in Thousands)	2019		2018		2017
Allowance for Unfunded Commitments
Balance at beginning of period	$	24,336	$	24,400	$	25,400
Provision for unfunded commitments	(2,500)		(2,500)		(1,000)
Amount recorded at acquisition	70		2,436		—
Balance at end of period	$	21,907	$	24,336	$	24,400

Loans Acquired in Acquisition

Loans acquired in a business combination are recorded at estimated fair value on their purchase date without a carryover of the related allowance for loan and lease losses. Acquired loans are segregated into two types:

•Performing loans are accounted for in accordance with ASC Topic 310-20 "Nonrefundable Fees and Other Costs" as these loans do not have evidence of credit deterioration since origination.

•Nonperforming loans are accounted for in accordance with ASC Topic 310-30 as they display significant credit deterioration since origination.

For performing loans the difference between the estimated fair value of the loans and the principal outstanding is accreted over the remaining life of the loans.

In accordance with ASC 310-30, purchased credit-impaired loans are pooled by loan type and the difference between contractually required payments at acquisition and the cash flows expected to be collected is referred to as the non-accretable difference. Further, any excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable yield and is recognized into interest income over the remaining life of the loan pools when there is a reasonable expectation about the amount and timing of such cash flows. If a reasonable expectation on the amount or timing of such cash flows cannot be determined, accretion of the fair value discount for nonperforming loans will be recognized using the cost recovery method of accounting.

Changes in the accretable yield for loans acquired and accounted for under ASC Topic 310-30 were as follows for the years ended December 31, 2019, and 2018 respectively:

($ in Thousands)	Year Ended December 31, 2019		Year Ended December 31, 2018
Changes in Accretable Yield
Balance at beginning of period	$	1,482	$	—
Purchases	—		4,853
Accretion	(940)		(4,954)
Net reclassification from non-accretable yield	23		1,605
Other(a)	—		(22)
Balance at end of period	$	568	$	1,482

(a) Primarily includes charge offs which are accounted for under ASC Subtopic 310-30 "Receivables — Loans and Debt Securities Acquired with Deteriorated Credit Quality."

For loans acquired, the fair value of purchased credit-impaired loans, on the acquisition date, was determined based on assigned risk ratings, expected cash flows and the fair value of loan collateral. The fair value of loans that were non-impaired was determined based on estimates of losses on defaults and other market factors. The Corporation's Huntington branch acquisition included no purchased credit-impaired loans.

At December 31, 2019, the Corporation had a total of approximately $12 million in net unaccreted purchase discount, of which approximately $12 million was related to performing loans and less than $1 million was related to the Corporation's purchased credit-impaired loans. At December 31, 2018, the Corporation had a total of approximately $20 million in net unaccreted purchase discount, of which approximately $18 million was related to performing loans and approximately $2 million was related to the Corporation's purchased credit-impaired loans.

XML

Stock-Based Compensation, Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Stock Options Shares Outstanding, Beginning balance (in shares)	5,281
Granted (in shares)	1,050
Exercised (in shares)	(674)
Forfeited or expired (in shares)	(114)
Stock Options Shares Outstanding, Ending balance (in shares)	5,543	5,281
Options exercisable (in shares)	3,360
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Stock Options Outstanding, Weighted Average Exercise Price, Beginning balance (in usd per share)	$ 19.09
Granted, Weighted Average Exercise Price (in usd per share)	22.77
Exercised, Weighted Average Exercise Price (in usd per share)	15.75
Forfeited or expired, Weighted Average Exercise Price (in usd per share)	22.42
Stock Options Outstanding, Weighted Average Exercise Price, Ending balance (in usd per share)	20.13	$ 19.09
Options Exercisable, Weighted Average Exercise Price (in usd per share)	$ 18.22
Stock Options Outstanding, Weighted Average Remaining Contractual Term	6 years 3 months	6 years 2 months 4 days
Options exercisable, Weighted Average Remaining Contractual Term	4 years 11 months 12 days
Stock Options Outstanding, Aggregate Intrinsic Value	$ 16,043	$ 12,392
Options exercisable, Aggregate Intrinsic Value	$ 14,980

XML

Retirement Plans, Amounts Recognized in Accumulated Other Comprehensive Income Table (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Prior service cost	$ (249)	$ (303)
Net actuarial loss	37,075	50,238
Amount not yet recognized in net periodic benefit cost, but recognized in accumulated other comprehensive (income) loss	36,827	49,935
Postretirement Plan
Defined Benefit Plan Disclosure [Line Items]
Prior service cost	(533)	(588)
Net actuarial loss	126	(17)
Amount not yet recognized in net periodic benefit cost, but recognized in accumulated other comprehensive (income) loss	$ (406)	$ (605)

XML

Loans, Changes in the Allowance for Loan Losses by Portfolio Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Changes in the allowance for loan losses by portfolio segment
Balance at beginning of year	$ 238,023	$ 265,880
Charge offs	(74,313)	(50,536)
Recoveries	19,161	20,179
Net charge offs	(55,152)	(30,358)
Provision for loan losses	18,500	2,500
Balance at end of period	201,371	238,023
Allowance for loan losses:
Individually evaluated for impairment	16,165	15,304
Collectively evaluated for impairment	185,205	222,719
Balance at end of period	201,371	238,023
Loans:
Individually evaluated for impairment	110,043	133,690
Collectively evaluated for impairment	22,709,845	22,801,887
Acquired and accounted for under ASC 310-30(a)	1,552	4,853
Loans and Leases Receivable, Net of Deferred Income	22,821,440	22,940,429
Commercial and industrial
Changes in the allowance for loan losses by portfolio segment
Balance at beginning of year	108,835	123,068
Charge offs	(63,315)	(30,837)
Recoveries	11,875	13,714
Net charge offs	(51,441)	(17,123)
Provision for loan losses	33,738	2,890
Balance at end of period	91,133	108,835
Allowance for loan losses:
Individually evaluated for impairment	12,010	5,721
Collectively evaluated for impairment	79,123	103,114
Balance at end of period	91,133	108,835
Loans:
Individually evaluated for impairment	62,035	63,153
Collectively evaluated for impairment	7,292,217	7,331,898
Acquired and accounted for under ASC 310-30(a)	342	2,994
Loans and Leases Receivable, Net of Deferred Income	7,354,594	7,398,044
Commercial real estate - owner occupied
Changes in the allowance for loan losses by portfolio segment
Balance at beginning of year	9,255	10,352
Charge offs	(222)	(1,363)
Recoveries	2,795	639
Net charge offs	2,573	(724)
Provision for loan losses	(1,543)	(373)
Balance at end of period	10,284	9,255
Allowance for loan losses:
Individually evaluated for impairment	19	24
Collectively evaluated for impairment	10,265	9,231
Balance at end of period	10,284	9,255
Loans:
Individually evaluated for impairment	1,676	5,852
Collectively evaluated for impairment	909,010	913,708
Acquired and accounted for under ASC 310-30(a)	579	883
Loans and Leases Receivable, Net of Deferred Income	911,265	920,443
Commercial real estate - investor
Changes in the allowance for loan losses by portfolio segment
Balance at beginning of year	40,844	41,059
Charge offs	0	(7,914)
Recoveries	31	668
Net charge offs	31	(7,246)
Provision for loan losses	(361)	7,031
Balance at end of period	40,514	40,844
Allowance for loan losses:
Individually evaluated for impairment	15	28
Collectively evaluated for impairment	40,498	40,816
Balance at end of period	40,514	40,844
Loans:
Individually evaluated for impairment	4,633	2,384
Collectively evaluated for impairment	3,789,755	3,748,883
Acquired and accounted for under ASC 310-30(a)	129	287
Loans and Leases Receivable, Net of Deferred Income	3,794,517	3,751,554
Real estate construction
Changes in the allowance for loan losses by portfolio segment
Balance at beginning of year	28,240	34,370
Charge offs	(60)	(298)
Recoveries	302	446
Net charge offs	243	149
Provision for loan losses	(3,568)	(6,279)
Balance at end of period	24,915	28,240
Allowance for loan losses:
Individually evaluated for impairment	67	75
Collectively evaluated for impairment	24,848	28,165
Balance at end of period	24,915	28,240
Loans:
Individually evaluated for impairment	477	510
Collectively evaluated for impairment	1,420,416	1,334,500
Acquired and accounted for under ASC 310-30(a)	7	21
Loans and Leases Receivable, Net of Deferred Income	1,420,900	1,335,031
Residential mortgage
Changes in the allowance for loan losses by portfolio segment
Balance at beginning of year	25,595	29,607
Charge offs	(3,322)	(1,627)
Recoveries	692	1,271
Net charge offs	(2,630)	(355)
Provision for loan losses	(6,005)	(3,657)
Balance at end of period	16,960	25,595
Allowance for loan losses:
Individually evaluated for impairment	2,740	6,023
Collectively evaluated for impairment	14,220	19,572
Balance at end of period	16,960	25,595
Loans:
Individually evaluated for impairment	35,554	50,486
Collectively evaluated for impairment	8,100,958	8,226,642
Acquired and accounted for under ASC 310-30(a)	469	584
Loans and Leases Receivable, Net of Deferred Income	8,136,980	8,277,712
Home equity
Changes in the allowance for loan losses by portfolio segment
Balance at beginning of year	19,266	22,126
Charge offs	(1,846)	(3,236)
Recoveries	2,599	2,628
Net charge offs	753	(608)
Provision for loan losses	(9,093)	(2,252)
Balance at end of period	10,926	19,266
Allowance for loan losses:
Individually evaluated for impairment	1,190	3,312
Collectively evaluated for impairment	9,737	15,954
Balance at end of period	10,926	19,266
Loans:
Individually evaluated for impairment	4,422	10,124
Collectively evaluated for impairment	847,577	884,266
Acquired and accounted for under ASC 310-30(a)	26	83
Loans and Leases Receivable, Net of Deferred Income	852,025	894,473
Other consumer
Changes in the allowance for loan losses by portfolio segment
Balance at beginning of year	5,988	5,298
Charge offs	(5,548)	(5,261)
Recoveries	868	812
Net charge offs	(4,681)	(4,448)
Provision for loan losses	5,332	5,138
Balance at end of period	6,639	5,988
Allowance for loan losses:
Individually evaluated for impairment	125	121
Collectively evaluated for impairment	6,514	5,867
Balance at end of period	6,639	5,988
Loans:
Individually evaluated for impairment	1,247	1,181
Collectively evaluated for impairment	349,912	361,990
Acquired and accounted for under ASC 310-30(a)	0	0
Loans and Leases Receivable, Net of Deferred Income	$ 351,159	$ 363,171

XML

Premises and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 58,149	$ 48,253	$ 46,967
Property, Plant and Equipment, Net	435,284	363,225
Land Improvement, Building, Leasehold Improvements, ATM, Computers, Furniture, Fixtures, and Auto [Member]
Property, Plant and Equipment [Line Items]
Depreciation and amortization	34,000	34,000	$ 32,000
Operating leases
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Net	$ 45,381	$ 0

XML

Leases Amortization of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Operating Leases
Twelve Months Ending December 31, 2020	$ 10,662
2021	10,136
2022	7,854
2023	5,625
2024	4,988
Beyond 2024	16,316
Total lease payments	55,580
Less: interest	6,288
Present value of lease payments	49,292
Finance Leases
Finance Lease, Liability, Payments, Due Next Twelve Months	85
2021	85
2022	85
2023	85
2024	88
Beyond 2024	4,398
Total lease payments	4,827
Less: interest	2,617
Present value of lease payments	2,209	$ 0
Total Leases [Line Items]
Twelve Months Ending December 31, 2020	10,747
2021	10,221
2022	7,939
2023	5,710
2024	5,076
Beyond 2024	20,714
Total lease payments	60,407
Less: interest	8,905
Present value of lease payments	$ 51,501

XML

Loans (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Receivables [Abstract]
Financing Receivable, Modifications, Post-Modification Recorded Investment	$ 15,940	$ 11,429	$ 9,426
Restructured Loans Subsequently Accruing	3,000
Ytd Restructured Loans Still On Nonaccrual	13,000
Loans and Leases Receivable, Impaired, Commitment to Lend	3,000
UnaccretedPurchaseDiscount	12,000	20,000
UnaccretedPurchaseDiscount_PerformingLoans	$ 12,000	18,000
Unaccreted Purchase Discount Nonperforming Loans	less than $1 million
UnaccretedPurchaseDiscount_NonPerformingLoans		$ 2,000

XML

Earnings Per Common Share Narrative (Details) - shares shares in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3	2	1

XML

Acquisition Acquired Impaired Loans (Details) - USD ($) $ in Thousands		12 Months Ended
	Feb. 01, 2018	Dec. 31, 2019	Dec. 31, 2018
Financing Receivable
Interest component of expected cash flows (accretable discount)		$ (940)	$ (4,954)
BKMU Assets Acquired Liabilities Assumed [Member]
Financing Receivable
Contractual required principal and interest at acquisition	$ 1,923,920
Contractual cash flows not expected to be collected (nonaccretable discount)	(1,866)
Expected cash flows at acquisition	1,922,054
Interest component of expected cash flows (accretable discount)	(46,177)
Fair value of acquired loans	1,875,877
Acquired Performing Loans | BKMU Assets Acquired Liabilities Assumed [Member]
Financing Receivable
Contractual required principal and interest at acquisition	1,899,932
Contractual cash flows not expected to be collected (nonaccretable discount)	0
Expected cash flows at acquisition	1,899,932
Interest component of expected cash flows (accretable discount)	(41,324)
Fair value of acquired loans	1,858,608
Acquired Impaired Loans | BKMU Assets Acquired Liabilities Assumed [Member]
Financing Receivable
Contractual required principal and interest at acquisition	23,988
Contractual cash flows not expected to be collected (nonaccretable discount)	(1,866)
Expected cash flows at acquisition	22,122
Interest component of expected cash flows (accretable discount)	(4,853)
Fair value of acquired loans	$ 17,269

XML

Revenues Revenue Recognition by Segment (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606		$ 288,247	$ 290,084	$ 262,175
Noninterest Income, Outside of Scope of Topic 606		92,577	65,484	70,505
Total noninterest income		380,824	355,568	332,680
Insurance commissions and fees
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606		89,104	89,511	81,474
Fiduciary and Trust [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606	[1]	83,467	82,562	70,126
Deposit Account [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606		63,135	66,075	64,427
Card-based fees
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606		39,912	39,810	34,997
Other fee-based revenue
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606		12,629	12,126	11,151
Corporate and Commercial Specialty [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606		15,258	17,009	17,941
Noninterest Income, Outside of Scope of Topic 606		38,024	35,311	34,355
Corporate and Commercial Specialty [Member] | Deposit Account [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606		12,883	14,981	16,006
Corporate and Commercial Specialty [Member] | Card-based fees
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606		1,373	1,334	1,125
Corporate and Commercial Specialty [Member] | Other fee-based revenue
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606		1,002	694	811
Community, Consumer and Business [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606		272,062	272,363	243,883
Noninterest Income, Outside of Scope of Topic 606		35,687	23,284	22,367
Community, Consumer and Business [Member] | Insurance commissions and fees
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606		89,091	89,472	81,468
Community, Consumer and Business [Member] | Fiduciary and Trust [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606		83,467	82,341	70,126
Community, Consumer and Business [Member] | Deposit Account [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606		50,203	51,025	48,344
Community, Consumer and Business [Member] | Card-based fees
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606		38,349	38,439	33,849
Community, Consumer and Business [Member] | Other fee-based revenue
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606		10,952	11,087	10,095
Risk Management and Shared Services [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606		926	712	351
Noninterest Income, Outside of Scope of Topic 606		18,866	6,889	13,783
Risk Management and Shared Services [Member] | Insurance commissions and fees
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606		13	39	6
Risk Management and Shared Services [Member] | Fiduciary and Trust [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606		0	222	0
Risk Management and Shared Services [Member] | Deposit Account [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606		49	69	77
Risk Management and Shared Services [Member] | Card-based fees
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606		190	37	23
Risk Management and Shared Services [Member] | Other fee-based revenue
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Noninterest Income In Scope of Topic 606		675	345	245
Operating Segments [Member] | Corporate and Commercial Specialty [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Total noninterest income		53,282	52,321	52,297
Operating Segments [Member] | Community, Consumer and Business [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Total noninterest income		307,750	295,647	266,250
Operating Segments [Member] | Risk Management and Shared Services [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Total noninterest income		$ 19,793	$ 7,600	$ 14,133

[1] (a) Includes trust, asset management, brokerage, and annuity fees.

XML

Revenues (Tables)

12 Months Ended

Dec. 31, 2019

Revenue Recognition [Abstract]

Disaggregation of Revenue [Table Text Block]

The Corporation's disaggregated revenue by major source is presented below:

	Corporate and Commercial Specialty
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Service charges and deposit account fees	$	12,883	$	14,981	$	16,006
Card-based fees(a)	1,373		1,334		1,125
Other revenue	1,002		694		811
Noninterest Income (in-scope of Topic 606)	$	15,258	$	17,009	$	17,941
Noninterest Income (out-of-scope of Topic 606)	38,024		35,311		34,355
Total Noninterest Income	$	53,282	$	52,321	$	52,297

	Community, Consumer, and Business
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Insurance commissions and fees	$	89,091	$	89,472	$	81,468
Wealth management fees(b)	83,467		82,341		70,126
Service charges and deposit account fees	50,203		51,025		48,344
Card-based fees(a)	38,349		38,439		33,849
Other revenue	10,952		11,087		10,095
Noninterest Income (in-scope of Topic 606)	$	272,062	$	272,363	$	243,883
Noninterest Income (out-of-scope of Topic 606)	35,687		23,284		22,367
Total Noninterest Income	$	307,750	$	295,647	$	266,250

	Risk Management and Share Services
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Insurance commissions and fees	$	13	$	39	$	6
Wealth management fees(b)	—		222		—
Service charges and deposit account fees	49		69		77
Card-based fees(a)	190		37		23
Other revenue	675		345		245
Noninterest Income (in-scope of Topic 606)	$	926	$	712	$	351
Noninterest Income (out-of-scope of Topic 606)	18,866		6,889		13,783
Total Noninterest Income	$	19,793	$	7,600	$	14,133

	Consolidated Total
	For the Years Ended December 31,
($ in Thousands)	2019		2018		2017
Insurance commissions and fees	$	89,104	$	89,511	$	81,474
Wealth management fees(b)	83,467		82,562		70,126
Service charges and deposit account fees	63,135		66,075		64,427
Card-based fees(a)	39,912		39,810		34,997
Other revenue	12,629		12,126		11,151
Noninterest Income (in-scope of Topic 606)	$	288,247	$	290,084	$	262,175
Noninterest Income (out-of-scope of Topic 606)	92,577		65,484		70,505
Total Noninterest Income	$	380,824	$	355,568	$	332,680

(a) Certain card-based fees are out-of-scope of Topic 606.

(b) Includes trust, asset management, brokerage, and annuity fees.

Revenue Recognition 606 [Text Block]

Below is a listing of performance obligations for the Corporation's main revenue streams:

Revenue Stream	Noninterest income in-scope of Topic 606
Insurance commissions and fees	The Corporation's insurance revenue has two distinct performance obligations. The first performance obligation is the selling of the policy as an agent for the carrier. This performance obligation is satisfied upon binding of the policy. The second performance obligation is the ongoing servicing of the policy which is satisfied over the life of the policy. For employee benefits, the payment is typically received monthly. For property and casualty, payments can vary, but are typically received at, or in advance, of the policy period.
Service charges and deposit account fees	Service charges on deposit accounts consist of monthly service fees (i.e. business analysis fees and consumer service charges) and other deposit account related fees. The Corporation's performance obligation for monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Other deposit account related fees are largely transactional based, and therefore, the Corporation's performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to the customers’ accounts.
Card-based fees(a)	Card-based fees are primarily comprised of debit and credit card income, ATM fees, and merchant services income. Debit and credit card income is primarily comprised of interchange fees earned whenever the Corporation's debit and credit cards are processed through card payment networks. ATM and merchant fees are largely transactional based, and therefore, the Corporation's performance obligation is satisfied, and related revenue recognized, at a point in time. Payment is typically received immediately or in the following month.
Trust and asset management fees(b)	Trust and asset management income is primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Corporation's performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to the customers’ accounts. The Corporation's performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e., as incurred). Payment is received shortly after services are rendered.
Brokerage and advisory fees(b)	Brokerage and advisory fees primarily consists of investment advisory, brokerage, retirement services, and annuities. The Corporation's performance obligation for investment advisory services and retirement services is generally satisfied, and the related revenue recognized, over the period in which the services are provided. The performance obligation for annuities is satisfied upon sale of the annuity, and therefore, the related revenue is primarily recognized at the time of sale. Payment for these services are typically received immediately or in advance of the service.

(a) Certain card-based fees are out-of-scope of Topic 606.

(b) Trust and asset management fees and brokerage and advisory fees are included in wealth management fees.

XML

Regulatory Matters (Tables)

12 Months Ended

Dec. 31, 2019

Banking and Thrift [Abstract]

Schedule of Compliance with Regulatory Capital Requirements under Banking Regulations

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 2019 or 2018.

	Actual				For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions(b)
($ in Thousands)	Amount		Ratio(a)		Amount		Ratio(a)			Amount		Ratio(a)
As of December 31 , 2019
Associated Banc-Corp
Total capital	$	3,208,625	13.21	%	$	1,943,711	≥	8.00	%
Tier 1 capital	2,736,776		11.26	%	1,457,783		≥	6.00	%
Common equity Tier 1 capital	2,480,698		10.21	%	1,093,337		≥	4.50	%
Leverage	2,736,776		8.83	%	1,239,431		≥	4.00	%
Associated Bank, N.A.
Total capital	$	2,892,650	11.95	%	$	1,936,732	≥	8.00	%	$	2,420,915	≥	10.00	%
Tier 1 capital	2,669,372		11.03	%	1,452,549		≥	6.00	%	1,936,732		≥	8.00	%
Common equity Tier 1 capital	2,469,578		10.20	%	1,089,412		≥	4.50	%	1,573,595		≥	6.50	%
Leverage	2,669,372		8.63	%	1,236,565		≥	4.00	%	1,545,706		≥	5.00	%
As of December 31 , 2018
Associated Banc-Corp
Total capital	$	3,216,575	13.49	%	$	1,907,403	≥	8.00	%
Tier 1 capital	2,705,939		11.35	%	1,430,553		≥	6.00	%
Common equity Tier 1 capital	2,449,721		10.27	%	1,072,914		≥	4.50	%
Leverage	2,705,939		8.49	%	1,275,048		≥	4.00	%
Associated Bank, N.A.
Total capital	$	2,909,064	12.25	%	$	1,900,536	≥	8.00	%	$	2,375,671	≥	10.00	%
Tier 1 capital	2,646,705		11.14	%	1,425,402		≥	6.00	%	1,900,536		≥	8.00	%
Common equity Tier 1 capital	2,446,782		10.30	%	1,069,052		≥	4.50	%	1,544,186		≥	6.50	%
Leverage	2,646,705		8.32	%	1,272,804		≥	4.00	%	1,591,006		≥	5.00	%

(a) When fully phased-in on January 1, 2019, the Basel III capital rules included a capital conservation buffer of 2.5% that was added on top of each of the minimum risk-based capital ratios noted above. Implementation began on January 1, 2016 at the 0.625% level and has increased each subsequent January 1, until it reached 2.5% on January 1, 2019.

(b) Prompt corrective action provisions are not applicable at the bank holding company level.