Good afternoon, everyone. And welcome to Associated Banc-Corp’s Third Quarter 2012 Earnings Conference Call. My name is Mike, and I will be your operator today. At this time, all participants are in a listen-only mode. We will be conducting a question-and-answer session at the end of this conference. Copies of the slides that will be referenced during today’s call are available on the company’s website at investor.associatedbank.com. As a reminder, this conference call is being recorded. During the course of the discussion today, Associated management may make statements that constitute projections, expectations, beliefs, or similar forward-looking statements. Associated’s actual results could differ materially from the results anticipated or projected in any such forward-looking statements. Additional detailed information concerning the important factors that could cause Associated actual results to differ materially from the information discussed today is readily available on the SEC website in the risk factors section of Associated most recent Form 10-K and any subsequent Form 10-Q. These factors are incorporated here-in by reference. Following today’s presentation, instructions will be given for the question-and-answer session. At this time, I would like to turn the conference over to Mr. Phil Flynn, President and CEO, for opening remarks. Please go ahead, sir.

Thank you, Mike. Good afternoon. And welcome to our third quarter conference call. Joining me today are Chris Niles, our Chief Financial Officer; and Scott Hickey, our Chief Credit officer. Highlights from the quarter are outlined on slide two. Our results were in line with expectations as we delivered another quarter of strong performance. We continue to see opportunities to capitalize on disruptions across the footprint as we remain focused on growing our business and strengthening our franchise. We reported net income available to common shareholders of $45 million for the third quarter or $0.26 per share, and that compares to net income of $34 million or $0.20 a share a year ago. Return on Tier 1 common equity for the quarter was 9.7%, which was up from 7.8% a year ago. Loan balances grew as expected by 2% during the quarter with particular strength in the commercial and residential mortgage portfolios. Total loan balances have grown by $1.5 billion or 11% from a year ago. Average deposits increased by 4% from the second quarter to $15.6 billion and are up $1.2 billion or 8% from a year ago. Net interest income increased by $2 million compared to last quarter. While the net interest margin was 3.26% which was in line with guidance. Credit quality continues to improve across the Board and we recorded zero provision for loan losses this quarter. On October 1st, we redeemed $150 million of trust preferred securities and we intend to call the remaining $30 million of trust preferred during the fourth quarter. We remain focused on deploying our capital in a discipline manner and our Tier 1 common equity ratio remains strong at over 12%. On slide three, loans continued to grow during the quarter. Net growth of $267 million drove 2% quarter-over-quarter increase…

(Operator Instructions) The first question we have comes from Dave Rochester of Deutsche Bank. Please go ahead.

Good evening, guys.

Hi, Dave.

So you’ve outlined a lot of efficiency initiatives on the slide five which look like I guess some will flow through this quarter or in 4Q and then the rest in 1Q. Are you thinking that with these cost saves and lower recycle costs in 2013 that you could potentially offset the reinvestment that you are doing and keep expenses flat year-over-year?

Yeah. We haven’t fully finished looking at next year for our expenses, but our goal obviously in this environment is to be as efficient as we can and we are making some of these hard decisions right now in order to try to achieve that. But you do recognize is you just mentioned that we do have a number of investments we made over the last couple of years which are flowing into our expenses in the form of depreciation on investments that we made.

Okay. And just drilling down into one of the line items just to -- with the BSA expenses going forward, do you think you peaked on those legal and professional expenses at this point, and when do you think those will start to turn down?

I think the peak will probably be this quarter.

Okay.

And after that it will turn down.

Okay. And then lastly on the competitive landscape, I know you’ve talked about how competitive the middle market is and just wondering if you’re seeing more competition on loan structure these days, as well as on pricing, where it’s coming from and if you think you can ultimately end up taking more shares for growth in that bucket going forward?

Yeah. It very much varies by geography and market segment. In particular of late we’ve noticed that leveraged transactions, equity sponsored transactions such terms are getting more aggressive clearly. In the general commercial space, in the general commercial real estate space and in some of our specialty group’s, structure is holding up pretty well.

Okay. Great. Thanks, guys.

Thanks.

Thank you.

Next, we have Emlen Harmon of Jefferies.

Good evening.

Good evening.

I just wanted to hit quickly on the deposit growth, in your prepared comments you noted -- on the commercial side of things at least it’s partially a function of kind of the treasury management rollout and improving that product. Was there anything in particular in that program this quarter that drove kind of the outsized commercial deposit growth or can you give us just a sense kind of why we saw a steeper ramp this quarter?

We’ve -- as we’ve been talking about growing our commercial deposit basis is a key strategic initiative for us. We made a lot of investments over this last couple of years. We hired a lot of people and I would say that we are starting to see early signs of traction there. So it was an awfully good quarter and we were encouraged by that.

Got it. Okay. And then maybe just drilling down on the expenses a little bit, did notice just a little bit of the tick up in the personnel line. Could you give us a sense of what was driving that increase? And then also just a quick one on that topic, what’s the total kind of BSA compliance cost that’s in the expense number at this point?

We haven’t given a specific number on the total BSA cost. Although I think we did mention the first quarter accounted for more than $4 million of the first quarter and it was material and meaningful in both the second to less extent the third. This number here is also meaningful. So I think you can draw from conclusions that it’s several million per quarter. And again I think as I have said, we expect this to be the last quarter of significant outsized BSA expenditures. And we hope it will tail off after that. With regard to sort of the tick up and personnel expense, I think it’s a variety of factors including some bonus accruals that we made for the year and then severance for our assistant managers that was recorded in connection with eliminating that position. Emlen Harmon – Jefferies: Got it. Thanks. And then just one quick last one if I could. Could you -- so you talked about readdressing the dividend policy in the fourth quarter. Could you may be just give us an update on how you are thinking about capital deployment generally in the preference for dividend versus buy back versus kind of keeping some of that capital in your coffers or something down the road and I guess if that’s changed all over the course of the quarter.

No our priorities are supporting organic growth, supporting the dividend, looking for accretive acquisitions and share buybacks remain intact. Obviously, we are paying out somewhat less than some of our competitors at this point in the form of a dividend and we are going to be addressing that this quarter. Acquisition activity has been generally slow, although around the industry we see things starting to pick up. So perhaps something will come along that will be able to deploy capital that way. But given that we are trading under book, a share buyback program is something that we are also taking a look at. Emlen Harmon – Jefferies: All right. Thanks for taking the questions. Appreciate it.

Next, we have Scott Siefers of Sandler O’Neill. Scott Siefers - Sandler O’Neill: Good afternoon, guys.

Good afternoon. Scott Siefers - Sandler O’Neill: Actually, I think most of my questions have been answered but maybe Phil, could you touch on overall kind of sentiment among your commercial customer base. There is obviously been quite a bit of chatter the last couple of months about slow down in overall commercial demand and to pick your reason fiscal cliff election et cetera maybe you could just sort of provide a little color there, please?

Well, a month or six weeks ago whenever we did tell everybody that we thought our loan growth was going to slow into the third quarter. We have been running at give or take a 3% clip pretty steadily for some quarters. We ended up at 2% and the general commercial business really didn’t grow this past quarter. I talked to lot of customers. I think, pick your reason, but the general theme of uncertainty is making a difference, I think as far as our commercial customers willingness to borrow money and invest in the companies at the moment. So, I think that some of the slowing that we’re seeing is attributable to this general uncertainty. So, once we get through the election and hopefully, if we resolve the fiscal cliff issue, perhaps some of that uncertainty will be lifted. Scott Siefers - Sandler O’Neill: Yeah. Okay. That’s helpful. I appreciate it. Then just one, I guess kind of tacky-tack question, do you guys have any impact from the OCC guidance on consumer loans? Did that hit your MPAs or charge-off base at all?

Just a really small amount. Scott Siefers - Sandler O’Neill: Okay. All right. Great. Thank you very much.

Sure.

The next question we have comes from Stephen Geyen of Stifel Nicolaus.

Hey, good afternoon. Maybe just one question on the potential problem loans, it was relatively flat quarter-to-quarter. Just curious if maybe you saw a slower workouts or the inflows were a little higher this quarter or what transferred?

I think you have to realize that as the numbers start to get to be pretty low, they are going to start to flatten and maybe move up or down a bit quarter-to-quarter. Recall that between to see the first and second quarter are nonperforming loans, really didn’t move down very much, and then we had a nice movement down from the second to the third. Likewise, we had a big drop in potential problem loans first to second and then it was flattish this past quarter. So, I wouldn’t attribute it to anything other than at $400 million, that’s about 20% or less than the peak, only two and a half years ago or so. So it’s come down a lot and it’s coming down to the point where it’s getting -- it’s going to be pretty flattish I think and trend down more slowly and may be, be a little more volatile.

Okay. And maybe just kind of a follow on just kind of curious about the reserves that you have against maybe TDRs and potential problem loans and what might that mean for the reserve ratio going forward.

Sure. Scott, do you have those numbers?

Yeah. I mean, if you just look in general we are seeing overall improvement in the portfolio. But the specific reserves we’re taken against those credits are less and less than they were a year ago because the loss severity is less. So that’s why you kind of see the reserve trending down, if you will, just because of the lessen severity on all the asset classes.

Okay. Thank you.

Next we have Jon Arfstrom of RBC Capital Markets.

Thanks. Good afternoon, guys.

Hi, Jon.

Good afternoon.

Hi. Just a couple of follow-up questions, but on the branch manager elimination did every branch have an assistant manager?

No. It was only our larger branches had assistant managers. And to be clear, we haven’t eliminated every single assistant manager, but we did eliminate on the positions of about 60 plus assistant managers.

Okay. Got it. And then on the branches, Phil, some of the reformatting or upgrading you’ve done to some of your branches over the past few quarters, have you seen any performance changes or improvements from those branches or would you consider that just necessary upgrades that needed to happen?

Well, they were certainly necessary upgrades that needed to happened one way or the other, and if you are in the retail business, you can’t have facilities that are literally rusting away. But we have in fact seen lift. We saw a lift very initially when we re-signed all of our branches. We had all and faded signs, some with not very good visibility. So that was done very early on in the program we saw initial lift from that. And as we have gone through and done everything from freshening up the branches to actually relocating branches, we are seeing pick up and lift from that as well. And then importantly, during the course of the past several quarters, we have reduced the overall number of branches we have by 10% or more. And we are retaining as we sit here today more than 90% of deposits from the consolidations we did back in January. So that’s significantly helping our efficiency in the branches.

And while we are very pleased that our treasury management efforts on the commercial side are yielding benefits, we are also very pleased that despite having fewer branches today than we had a year ago, and we are seeing growth in checking accounts on the consumer side as well. And so essentially, we are pretty sure that the investments are yielding some incremental return because they are driving more activity in the remaining branches.

Right.

And whether you attribute that to what we put into the branches or promotional activity or competitive environment around us and dislocation of some banks around us. It’s hard to really pin down exactly what it is. But at this point, we feel pretty comfortable that it’s working.

Okay. Good. And then just a couple of follow-ups on lending. I don’t know if this is an optical illusion or not, but it looks like relatively flat yields on your C&I portfolio sequentially. Just curious if there is anything unique to that?

No. You mean the optical illusion at the, if I’m looking at page eight of the net interest margin tables from 388.

89 to 388.

Yeah. No. Nothing. No illusion there. That number does count and check and double-check, and we’re pretty comfortable with that number.

Okay. Good.

Keep in mind that we still have more than 25% of the portfolio in commercial land with a floor or a spread above three. And so in essence, there is some compression limitations on the down side. That’s down from a considerably higher level two years ago, but it’s still a nice level to have and put some downside limit on how far that will go.

Okay. That’s a good thing obviously. But this sustainability on that, do you feel good about that at least in the near-term?

I won’t comment on any individual line item. However, we do feel confident on sustaining the margin in the fourth quarter at around these levels.

Okay. And that gets to maybe the bigger question. You kind of danced around I don’t know if I can get you to comment on it, but…

We’ve really tried not to do any dancing, seriously.

Yeah. Okay.

We’re not big dancers here.

Okay. I hear you.

We try to tell you what we know.

All right. Here it goes.

Okay.

You do -- you talked about the leverage in Q4.

Sure.

But you also said there is very little room to improve on the deposit costs. And I’m just wondering if you’d comment on 2013, because you do have some declines obviously in some of the real estate categories and just the realistic look at it that we’ll probably see some margin pressure in 2013. But I’m just wondering if there is anything I’m missing?

Yeah. So, we won’t -- we’re not prepared to comment today on 2013. But broadly speaking, we would say, yeah, we continue to expect to see asset compression or yield compression on the asset side of the balance sheet. We do believe that our ability to have material meaningful additional price and therefore cost savings by lowering deposit pricing specifically is becoming increasingly limited other than the CD bucket, which you will notice is the largest component of our interest expense. That having been said, you will also noticed that our short-term and long-term funding costs are another sizable contributor to our periodic interest expense and we continue to look at opportunities there to optimize our non-deposit funding to lower our overall cost, including through the trust redemption and through what will inevitably be refinancing of all of our federal home loan bank borrowings, which all mature within the next nine months.

Okay. Good. That’s fair enough. Thank you.

The next question we have comes from Terry McEvoy of Oppenheimer.

Good afternoon.

Good afternoon, Terry.

Hi, Terry.

Hi. Just a questions on fourth quarter expenses, anything to note about the branch initiatives, any one-time type of expenses there? And then same question for redeeming the trust preferreds in the fourth quarter, any costs or expenses there?

Yeah. So first on the trust redemptions, there will be no extraordinary net cost in those redemptions. With regard to the branch, yeah, we will have some consolidation costs to the tune of a couple of million dollars. But we would expect as we said before, the savings on average to exceed $300,000 per branch. So we are assuming -- we are assuming that those consolidations will pay for themselves within 12 months.

Okay. And then separate issue from what I’ve heard the new large bank that you compete within Wisconsin had a difficult Columbus Day weekend where some conversion activity that got a fair amount of press. Do you think others that compete with that large bank will benefit from the disruption that happened and tend to actually lasted for a little bit after that weekend?

Yeah. I don’t really want to, let -- how should I put this nicely? I never like to see those kinds of difficulties and converting a bank that size is hard to do. So, I sympathize with them. We have tracked a significant spike up in customers walking across the street over this last week or so, because they’ve had a really hard time accessing their account information and even being able to communicate through call centers or wherever. So it’s been difficult and we have seen some pick up, whether or not at the end of the day that ends up being something material or not, hard to say right now.

Okay. And then just lastly, looking at these called the specialty businesses, which one you think is best positioned for growth in this slowing economy or this temporary slowdown that we are seeing?

Well, we’ve had really nice growth in our oil and gas, and power and utilities businesses, which are somewhat immune to some degree to what’s going on generally in the economy. So between the two of them now, we are up to almost $800 million of outstandings at the end of September, which has been nice growth over the past year plus.

Thanks.

So those two are probably best position.

Perfect. Thanks again.

The next question we have comes from Erika Penala of Bank of America Merrill Lynch. Please go ahead.

Good evening. My first question is a follow-up to Jon’s question. Chris, could you give us a sense of how much within your long-term funding bucket is maturing in 2013 and at what rate? Given what Phil had mentioned during the prepared remarks, where you were able to issue your senior, I guess, I’m trying to figure out what the opportunities could be there for next year?

We have more than $600 million maturing within the next nine months from September 30th at rates generally north of one and a half and south of two and a half.

Okay.

We would expect to fund those with core deposit growth basically. Correct, right. So, we’re not going to -- unlike the TruPS, we’re not going to go out and do a financing.

Okay.

If that’s the expectation today.

And if we, for whatever reason didn’t have a core deposit growth, we could certainly rollover short-term that only advances. Keep in mind that these were originally four, five in some cases even longer term advances put on back in 2008. The ability to refinance them even in the wholesale markets will be at very low levels, probably, likelihood below 25 basis points on a short-term basis, and certainly with core deposits it will be in that 25 to 30 basis points range.

Got it. And I apologize if I missed this during your response. But you mentioned that the loan floors are helping some of the resilience in commercial yields. Are there -- is there a component of that that expires over the next year?

Well, they renew on a periodic basis, so they are always expiring.

Right. But if there, I guess, could you help us size? I guess, we are just, I understand that you don’t want to give margin guidance and you are in the middle of the budgeting process. I guess we were trying to just understand the puts and takes we have to consider for next year.

We have been pleased that our commercial banker is based on their strong relationships have been able to sustain and roll over floors that we’ve in some cases didn’t expect they would be able to. So we’ve been more successful in retaining floors at above the current margin levels than we thought and we applaud those efforts, and encourage our bankers everyday to have conversations with clients that highlight the value of their overall relationship and encourage them to maintain the ongoing contractual relationships they have with us and that’s worked out well for us over the last year and we hope it continues to work out well for us.

Got it.

Remember that these are all very granular floors. These are floors on a whole bunch of loans.

Small pieces in many cases.

Yeah.

Got it. And just one final question, in terms of the process for capital return next year, it sounds like for the mid-sized banks, the timing and the processes are a little bit different from the CCAR banks. I guess maybe it’s too early to ask this question, but would the implicit’s ceilings in terms of capital return do you think the similar to an institution, your size especially with your level, relative level of capital, or do you think these implicit ceilings are going to be fairly blanket?

I think the broad brush would be that the implicit ceilings on payout in total will likely be applied across the board. That having been said, I think there are those institutions who have a current significant access to the expectation levels. And there are those institutions that are below expected capital levels. And I think both will have different dialogue with the regulators as to what that blanket means.

Got it. Thanks for taking my questions.

Sure. Thank you, Erika.

The next question we have comes from Chris McGratty of KBW.

Hi, good afternoon. Chris on the investment portfolio maybe I missed it. Can you just help me be comfortable with the outlook for the size of the book, should we assume kind of a gradual kind of decline going forward?

No. I think what we said last time was that the portfolio essentially would bottom out in the third quarter. And that from the third quarter onward you could expect to see the portfolio essentially grow in line with our overall balance sheet as we also seek to maintain a stable and appropriate liquidity profile from an LCR perspective. So, you can expect that the portfolio going forward will essentially remain at these levels or grow with the total loan portfolio.

Okay. And on the tax rate, what’s the -- what should be reasonable for?

The general tax rate and sort of the low 30s is a good place holder. And we will continue to look at that as a place holder. Obviously, occasionally, we have some tax adjustments. But we do that in concert with our filings and our ordinary audit and review processes.

Okay. And then one for you, Phil. The -- there’s a big transaction in the Midwest this past quarter, wondering if you can talk about any potential dislocation that may be an opportunity for you guys?

Yeah. The footprint up here in Wisconsin of the acquired bank is -- give or take 30 or 40 branches and about $1 billion in deposits. So, it’s actually very small piece of that overall transaction. And that company has not been very active that we have already seen in the commercial spaces. It seems to be mostly a retail deposit gathering effort. So at least in the short run, we don’t see any particular competitive impact from that. But I don’t obviously -- we’re not privy to what the plans are there once that transaction closes.

Understood. Thank you.

We always remain interested in accretive end market consolidation opportunities though.

The next question we have comes from Matthew Keating of Barclays.

Yeah. Thank you. As your asset quality metrics continue to show consistent improvement, can you talk about where you’d expect your reserves to loans ratio to bottom?

Yeah. Well, as you’ve seen it’s been consistently moving down as we’re not replacing charge-offs basically but that is going to come to an end. I don’t know exactly when but in the near quarters we’re going to get to that point, where the improvement in the portfolio and the reserve releases implicit because of that improvement are not going to offset the need to provide for a loan growth and expansion in the loan books. So I can’t -- you don’t run the loan loss reserve as you know with a target in mind. You justify your loan loss reserve each quarter based upon the inherent losses in the portfolio. So, I don’t have a magic number for you on that other than as you can see compared to peer banks. We’re still carrying around a fairly sizable overall level of reserves against the loan book. Although, our credit metrics are still a little bit elevated compared to a lot of our peers too. I mean they’ve come down an awful lot, but where is by no means that the cleanest bank in the country for mid-sized banks.

Would you foresee any sort of provision credits in the near future, I guess it’s going to just depend on the credit quality environment?

Yeah. It depends on the analysis each quarter of what the risk says in the loan book. I have said before, I’m not much of a fan of negative provisioning and not even a fan particularly of seeing loan loss reserves industry-wide running down like they are right now. But we are subject to the same rules that SEC puts out and our accountants enforce everybody else. So, we are watching the reserves slowly decline, which is not unusual in this part of the cycle. We’ve seen it time and again for those of us that have been around for a while.

My final question would just be in mid-September you talked about plans to consolidate the corporate headquarters into Downtown Green Bay. Could you talk about the timing of that initiative and…

Sure. We actually closed on the purchase of the building about six weeks ago or so. We are in the early stages of doing the work that we need to do on the building being here in Wisconsin. You need to do things like take care of the roof and the parking lot, before it starts snowing, so we are working on that. But over the next year, we will be remodeling the floors in that building one-by-one and moving people in. So, I would guess about 9 months to 12 months from now everybody will be consolidated there out of about five different lease locations that we occupy in the southern area of Green Bay.

All right. Thank you.

(Operator Instructions) We have a question from Peyton Green of Sterne, Agee. Please go ahead.

Yeah. Good afternoon.

Good afternoon.

Wondered, if you could comment on a couple of things, one, certainly you have had solid loan growth for a better part of two years now. To what degree will you focus on earning asset mix going forward or would you want to grow the balance sheet going forward?

We are -- you saw the balance sheet expand this past quarter to the tune of $650 million or so. And that’s because the securities book as Chris was talking about earlier is pretty much settled where it’s going to be and will grow. So, as we put loans on the balance sheet will expand. We are very cognizant of having an appropriate mix of loans on our balance sheet. And as we have said, we believe that a sound portfolio for bank like ourselves in the areas that we operate in and the types of loans that we are interested in making will consist of roughly a third consumer type assets mostly residential mortgages, a third commercial real estate asset and a third commercial and industrial loans. So we are working toward achieving that mix. And we are undoubtedly going to see balance sheet expansion as we move forward from here.

Okay. And just to be clear, I mean you expect the investment securities and liquidity to stabilize at this level? Or will they grow to keep the same loaned earning asset mix going forward as loan growth?

We would anticipate that they will slowly grow…

Okay.

Because we need to be compliant with the LCR rules of Basel III.

Okay. Great. All right. And then also the other expense line was down pretty nicely and a good bit lower than it’s been running over the last five or six quarters. Is that a good run rate going forward or where there -- was it just a particularly good quarter for that one?

It’s other.

There is always sort of the -- a mix of things that’s in there. I think if you look back over the prior fourth quarters it’s generally been above $14 million.

Right.

It was a little bit below $13.5 this quarter, somewhere in that range, but it’s other.

We wouldn’t draw a lot of conclusions from that.

Okay. And then historically, I mean the fourth quarter has always been an uptick in expenses for you all. Is that fair to say this year or do you think things beyond the branch consolidation issue. Do you think you’re at just a more efficient level?

We continue to work hard on efficiency as you’ve seen from some of the actions we’ve taken this year. There will be some unusual items related to some of those actions. And we continue to see the cost of the investments flow through. So, the fourth quarter will probably be -- will probably reflect some unusual items as it often does.

Okay. Great. Thank you very much.

It appears that we have no further questions at this time. We will go ahead and conclude our question-and-answer session. I will now like to turn the conference back over to Mr. Phil Flynn for any closing remarks. Sir?

Yeah. Thanks for the call today. Thanks for all the great questions. We appreciate it. We had -- we feel a very solid quarter with the loan growth in line as to what we expected and really solid and encouraging deposit growth particularly on the commercial side. The balance sheet expanded and we had higher net interest income, modestly higher fee income and we do remain optimistic that we are going to be able to continue to grow this franchise and deliver increasing value for our shareholders. So again, we look forward to talking to everybody next quarter. And if you have any questions, as always give us a call and thanks again for your interest in Associated.

And we thank you sir and the rest of the management for your time. Ladies and gentlemen, this concludes the Associated Bank Corp. third quarter 2012 conference call. Thank you and take care.