Scott Siefers - Sandler O'Neill Dave Rochester - Deutsche Bank Terry McEvoy - Oppenheimer Emlen Harmon - Jefferies Russell Gunther - Bank of America Chris McGratty - KBW Stephen Geyen - Stifel Nicolaus Mac Hodgson - SunTrust Robinson Humphrey

Good afternoon everyone, and welcome to Associated Banc-Corp’s second quarter 2012 earnings conference call. My name is Jamie 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 today's 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, today's 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’s actual results to differ materially from the information discussed today is readily available on the SEC website in the risk factors sections of Associated’s 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 call over to Phil Flynn, President and CEO, for opening remarks. Please go ahead sir.

Thanks and good afternoon, welcome to our second 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. In general, this quarter's performance was in line with our expectations and was marked by improving fundamental trends. We continue to be focused on building upon the strength of our franchise and capitalizing on opportunities to grow our business. We reported net income available to common shareholders of $42 million in the second quarter or $0.24 a share and that compares to net income of 26 million or $0.15 a share a year ago. Return on Tier 1 common equity for the quarter was 9.26% and that’s up from a little over 6% a year ago. Loan balances grew by $445 million, a 3% during the quarter with all of the net growth coming from our commercial portfolios. Total loans have grown by 1.6 billion or 12% from a year ago. Net interest income was essentially flat compared to last quarter and year-end, despite the continuing record lower rate environment, net interest margin was down just 1 basis point compared to the first quarter. We continue to see steady improvement in credit quality metrics and recorded zero provision for loan loss in this quarter as the portfolio continues to improve. And during the quarter, we repurchased $30 million worth of common stock and we redeemed $25 million of trust preferred securities as we remain focused on deploying our capital in a disciplined manner. Even after these two transactions, our Tier 1 common equity ratio remains strong at 12.04%. On slide three, the loan portfolio grew 445 million during the quarter, represented at 3% quarter-over-quarter and 12% year-over-year growth rate. Second quarter loan growth…

First I guess, just on the margin and it still kind of strikes me as conservative. I think you did a 326 margin last year meaning that you'd have to average like a 320 for the remainder of the year. Now you noted thoughts about potential pressure but do you see anything that would lead you to believe that in the second half of the year, there's going to be really significant pressure or should we just think about that as ongoing conservatism as it relates to the margin outlook?

We still have assets repricing downwards at a steady clip and we've done a lot to reduce our liability cost and we continue to focus on that. But a lot of the higher priced CDs have not repriced down. We have a couple other things we're looking at doing. So we're comfortable that we'll be comparable to next year maybe a little bit higher. But it's a very tough environment out there with assets repricing as rapidly as they are.

I guess probably most appropriate for Chris, just had some housekeeping questions. So we've got the three items in non-interest expenses. They are software write-down, then the gain on the retail branches and then the $3 million impairment charge. Are any of those in the asset gains and losses line item?

Yes. Yes they are.

Okay. All of them or…

Yes, the 6 million, yes, all three are there in the other gains and losses items.

Okay, perfect. So basically no need to adjust anything except for that (inaudible) in asset losses for the quarter.

Well you'll adjust it as you see fit but that’s where those three items are.

Our next question comes from Dave Rochester from Deutsche Bank. Please go ahead with your question.

Just back on the margin, I was just hoping we could drill down the loan yields. I was just wondering what production yields will look alike for C&I and then on commercial real estate this quarter.

Sure. We continue to see a competitive landscape for core basic middle market C&I lending and that’s been area of continuing compression. Again, in our markets based, if we're getting to a 3% plus net yield on a floating rate instrument, that’s coming out great. But as you can see from the tables and the numbers in the bank, those are loans that historically have yield well in excess of 4, where we had many times in excess of 4 and they continue to ratchet down. We've had better yield sustenance on the commercial real estate side. That’s a market where has seemingly been a little easier to find the right balance of yield and credit and that has been able to stay a little bit high elevated level.

And I noticed, I guess securities yields were up a little bit about 12 (bips) this quarter which helped to offset some of that loan yield pressure. Was just wondering what the driver was for that and then if that were premium amortization related, if you have another dollar amount of that this quarter versus last quarter.

I don’t have the total amount of premium amortization for this quarter handy here. We can get back up with you on Dave, but we have seen that number moderate clearly.

Okay and as you are stabilizing the securities by going forward, it was securities which you guys are buying to offset many of the runoffs you're seeing.

Yes, the traditional purchases have all been bank eligible standard Fannie, Freddie (inaudible) the focus had been recently on hybrid arms and has been within joint purchase activity.

Our next question comes from Jon Arfstrom from RBC Capital Markets.

Just a follow-up on pricing. Are you seeing that same type of pricing pressure in the national businesses or is that more niche related and a little less susceptible to that.

It depends on which business. The oil and gas business with that type of companies we target are getting reasonable yields. Utility, lending of course is very high quality therefore thinner yields. The projects stuff we do pretty reasonable yields. All those are high quality credits as well. On the mortgage warehouse business, the yields are okay but we're doing an awful lot of treasuring management work with those companies too which is helpful. So it varies in each of the units.

Okay, and then on the commercial real estate growth, so you touched on some of those, but can you give us a little bit more detail in terms of size, geography, type and any change in where you're seeing some of the opportunities?

Sure. We're really pleased with the progress we've made in commercial real estate. We have hired an awful lot of very experienced people in our upper Midwestern offices and the growth we're seeing; particularly this quarter was really well balanced. Just as an example, in our Cincinnati LPO we did about $60 million, up in Minneapolis we did a little over 50, Wisconsin about 40, Indianapolis about 20, down in St. Louise about 10. So its nicely balanced through the geography and we're real happy with that. As far as product type, its mixed between multi-family is the most active sector of commercial real estate for us and across the country right now. See we did about 40 million of multifamily, about 30 of office and the rest was scattered amongst other stuff. We've got the construction activity is mostly weighted in the multifamily as well.

Okay, and then can you give us any update in terms of Milwaukee. What's going on in Milwaukee, You've hired a lot of there in just, maybe a market share update on what you're seeing in the commercial portfolio.

We're doing well in Milwaukee and Milwaukee is obviously a critically important market for us. We've been very active in calling on prospects. I've personally been doing a lot of that this year. We're getting some nice traction with moving some accounts from competitors. So, we're pleased with that. We have a lot more to do there.

Our next question comes from Terry McEvoy from Oppenheimer.

Phil before you came to Associated, the bank had built up a pretty large (inaudible) book. I guess the question is, was there an exam this last quarter, any impact at all and was that responsible for that C&I charge-off that you mentioned in your prepared remarks?

Everybody goes to the (inaudible) credit review which has now have been a long time ago. I mean it will be coming back around here shortly but, the charge we took had nothing to do with any share national credit review. It was an unusual one-off situation related to a retail oriented company.

Understood. And then, I'm obviously no expert in the utility industry you guys have built up that book and just looking at the news this quarter, some coal companies have filed bankruptcy and one other one I can't remember. Could you just talk about kind of diversity in that portfolio, whether you have exposure to coal and how can we monitor the growth component and the credit risk going forward.

Sure, what you need to do when you're thinking about energy producers whether they are independent power producers or utilities, whether they are burning coal or natural gas or whatever it is, ultimately all of that is passed through the rate payers and it's in rate basis. So what's happening right now to coal companies which we don’t lend to, is the utilities have the ability to switch fuels. And so, to the extent they can turn off a coal plant and turn on a gas fired unit. That’s what they are doing. And so there is a longer term issue there with very plentiful natural gas starting to displace as they slowed fuel for utility companies what has traditionally been the major fuel which was coal. On top of that, you've got lots of impending Clean Air Act issues around burning coal and a lot of expense to retrofit older coal plants. So, for the utilities, this is not an issue because it ends up in rates. For coal producers, yes, big issue.

To reiterate, we don’t…

We don't lend to coal companies.

Our next question comes from Emlen Harmon from Jefferies. Please go ahead with your question.

Kind of a lot of discussion about the margin earlier. Would be interesting just to hear your thoughts on the interest income trajectory as well. I mean you guys had talked about earning assets being up next quarter. Just wanted to see if you had a sense, you could hold the line kind of increased interest expense and just what your sense was there.

As the balance sheet stars to expand now, we will get increasing interest income, that’s something we've been talking about for quite a while now. If you roll the clock back 18 months, our plan if you will, or our forecast was as securities ran down and loans came up, we'd be picking up margin. As things have turned given the absolute low rates that we've been working through, we'd be trading like yielding securities for like yielding loans. But as the volumes now of loans build and we maintain the securities book, we will start to pick up net interest income. For the next couple of quarters, as we're talking about, we do believe we can defend a reasonable margin. We'll give you further guidance as we get at the end of the year to what we think about next year. But we and all banks are really challenged in this slow rate environment.

And then, just on the BSA compliance cost. It looked like, we did see a drop off in the legal fees this quarter. Was that a function of the BSA and does is that maybe coming off a little bit more quickly than you had anticipated originally?

No, you should attribute that a little bit to timing. We had anticipated that BSA cost would be higher in the first half and then start to tail in the second half. We got some cost that had probably slipped from the second to the third quarter. So I don’t want you to draw the conclusion you are coming to. We still have some significant BSA costs, specifically for the look back that we have to do coming up here in the third quarter.

We would also note that we attributed part of the dollars we received from our insurance carrier to offset legal fees that we had previously expensed and so they are partially reflected as a reduction in that line item. That was about 2.5 million.

That said, eve with the timing issue on BSA, we'll still hold the expense grub to the low single digits.

Let me correct it that was 1.5 million that was recorded in this period.

Our next question comes from Erika Penala from Bank of America.

First one is on the provision with respect to, you guys continue to have solid loan, credit continues to move in the right direction. You mentioned the lumpiness of that charge often and thinking about that in the context of continued solid loan growth and a healthy reserve. I know you left your credit guidance unchanged. So is it fair to interpret modest provision to be of the magnitude of the last couple of quarters or given loan growth expectations, are we at a point yet where we might see a positive provision that provides for that.

I think you can still count on like modest provisions for the balance of the year.

And last one for me is just with regard to share buys. You've been active this quarter. Could you remind us what your current authorization is and would you expect to be active in the market at current levels?

We remind folks that over the course of the last 12 months we've retired a significant amount of our Tier 1 capital well in excess of a 10% of total capital including the TARPs that we redeemed and the common stock and that we will be revisiting our dividend policy at the end of the year and we'll be looking to optimize our capital structure over the balance of this year.

As we sit currently, we do not have an open allocation to buy back stock.

One more just on the C&I charge-off that you mentioned this quarter. Could you provide some color about geographic location type of credit?

I don’t want to say too much about it, but it’s a company that operated in a national footprint inside of some major retailers which had a very poor season and is very seasonally dependent and so when the numbers came out, we took a conservative view of the credit which will give us flexibility on working it out or perhaps selling a note.

Russell this is Scott Hickey, just from context geographically, although it's a national company, the headquarters of the company is in a market in which we operate.

Our next question comes from Chris McGratty from KBW.

One of your peers spoke to market this afternoon with Basel III adjustment. Obviously you guys have plenty capital, but have you done the Basel III computation for your 12%. Is that a 12% Basel I or Basel III?

Yes, the reported number that we're showing today is a Basel I. I think it's important to note that on a Tier 1 capital basis, there are at least according to our read, no material reductions, the MSR deductions, the DTA deductions are not material to us. We would know that trust defers are aren’t part of Tier 1 number and as you in common equity context, but the potential for ALTI is a plus to that and our ALTI is in excess of 160 million. So that will be actually a net plus to our Tier 1 common number. On the risk weighted side, we believe the adjustments are probably somewhere in the order of magnitude of about a 5%, I think we need a little more digging to make sure we understand all the parameters in our home equity and other loans. But I feel pretty comfortable it's in the range of 5 to 7% on the risk weighted assets. So we believe the net impact to our capital ratios will be modest. Well in excess of the expected fully phased in levels and if the (inaudible) actually be almost a push.

That’s great. And Phil can you talk about your desire to do a special dividend?

What desire is that?

Well you have plenty of capital, what's your appetite for considering a special dividend versus the buyback?

Yes, we haven’t considered a special dividend. You think we should?

Well I mean you've seen some your peers do it and I think there is a mixed reactions, both positive and negative from (inaudible).

We'll think it through as we get toward the end of the year. But we have to be convinced that it was going to be conducive to long-term growth of shareholder value.

Chris just one for you on the liability side, you talked about the nearing the end of the CD repricing and you called the TARPs this quarter. Can you just help us get our arms around what's left that you could potentially redeem or restructure on the maybe non-deposit side of the liability structure?

On the non-deposit side I think we have federal home loan bank borrowings and those continued the federal home loan bank borrowings that we had that were termed are continuing to come due in the ordinary course and we're renewing them at considerably lower rates so that’s a net plus. On the further down the balance sheet side, we did redeem 25 million of the trust preferred this quarter, however we would note that all 180 million of the principal amount outstanding is all callable and we'll be looking very carefully to optimize our capital over the balance of the year.

Okay, do you happen to have the weighted average cost of those 180?

A 150 of them are at seven and 5/8 and the other two are both floating rates roughly around three.

Our next question comes from Stephen Geyen from Stifel Nicolaus.

You mentioned the sale of the resi, the 109 million in relation to the branch sale. I am just curious if maybe anything, any thoughts about maybe a reallocation, additional sales in the future free up some deposits for potentially some loan growth in higher yielding assets.

At this point in time I think we're focused on growing our earning asset base going forward. So I think we've done a fair amount of optimizing out of securities into loans and we're fairly comfortable holding our loan positions that we've following the balance sheet so far and are looking to grow them into future quarters.

Okay, so you're pretty comfortable with the current mix of the loan portfolio?

Yes, we're still probably a bit over weighted on the consumer side, resi, equity and a bit of retail that we have in the student loans. We're seeking to get into as I've described before those rough buckets that are there are. We're about right in the C&I although we continue to want to grow that and we're a little bit like still in CRA. It's all moving nicely in the right direction right now.

(Operator Instructions). Our next question comes from Mac Hodgson from SunTrust Robinson Humphrey.

Chris, describing again the $4 mil reduction in expenses related to the insurance settlement. I didn’t exactly follow, I guess in response to Emlen's question you mentioned 1.5 million. I didn’t exactly follow where the impact hit is expected.

Sure. We had a total recovery from our insurance carriers of 4 million of which 1.5 million was reimbursement of previously expense legal fees and that amount was recorded as a contract expense this quarter reducing our run rate reflected in that line item by 1.5 million. The other portion was reported as a $2.5 million charge in the losses of the loans.

And then on your expense guidance in the PowerPoint. I think last quarter it was low single digit year-over-year growth and it's low single digit quarterly growth. So just want to be sure I understood that your guidance is quarter-to-quarter and not every year.

I think in balance you'll see that we (count) to be about the same number. I think we just want to make sure you didn’t take the run rate as given the current period, given there was some noise in there. You took last year's number and do single digits, so you take the current quarter and add it, you'll end up with a very comparable numbers.

We weren’t trying to change the measuring, the goal post on that.

Was there anything that drove the decline from the first quarter and service charges? Anything unusual there?

In deposit service charges?

Yes, exactly.

I can't say there is anything in particular. I think again in the of course the last 12 months, we've taken a very careful review all the service charges and fees that we charge our customers and we've made a variety of changes that have had an impact on those fee revenues over the last 12 months and I think you're seeing that run rate sort of flow through but there was nothing special or particular about the fees.

And maybe lastly, so if you don’t mind discussing or just giving us an update on the level of M&A discussions going on in your marketplace and the company's appetite for M&A as you sit today.

Nothing has really changed as far as whole bank M&A. you're not seeing much activity anywhere in the country including around here. I think as the full impact of the Basel III capital rules are fleshed and potentially impact a lot of smaller banks coupled with the low rate environment, I think ultimately you're going to see an awful lot of consolidation but it hasn’t happened yet and there isn’t a whole lot of material discussion going on right now.

(Operator Instructions) And at this time, I am showing no additional questions, I'd like to turn the conference call back over to Phil Flynn for any closing statements.

Thanks Jamie. Thanks everybody for joining us on the call. We were, as we said, pleased with this quarter's performance. We had really strong commercial loan growth, reasonably stable margin, higher core fees, stable core expenses and we had multiple capital deployment transactions. So we remain optimistic and committed as we said to building shareholder value through our long-term strategy for growth here at Associated. So we look forward to talk to you again next quarter and if you have any questions in the meantime as always, give us a call and thanks again for your interest in Associated.