[Abrupt Start] Risk Factors section of Associated’s most recent Form 10-K and any subsequent SEC filings. These factors are incorporated herein by reference. For a reconciliation of the non-GAAP financial measures to the GAAP financial measures mentioned in this conference, please see the press release financial tables. 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 Philip Flynn, President and CEO, for opening remarks. Please go ahead, sir.

Thank you. Welcome to our year-end earnings conference call. Joining me today are Chris Niles, our Chief Financial Officer and Scott Hickey, our Chief Credit Officer. On slide two, we want to talk about our 2014 highlights. Year was another successful one for Associated. We were able to grow the balance sheet and net interest income while slightly reducing expenses. Average loans of $16.8 billion were up 7.5% from 2013; commercial and residential mortgage loans drove the growth with each category up double digits. Our fourth quarter average loans of $17.4 billion were a new high for Associated. Average deposits of $17.6 billion were up slightly from 2013 and we continue to position ourselves toward the most optimal funding mix possible. Net interest margin of 308 basis points compressed 9 basis points from 2013. Despite this, we grew net interest income $35 million due to solid earning asset growth. Non-interest income declined $23 million from 2013 and was fully attributable to the $28 million in mortgage banking income. We delivered on our commitment of flat expenses for three straight years. We were actually down $1 million from 2013. Net interest income to common shareholders was $186 million or $1.16 per share with a return on Tier 1 common equity of 9.9%. We continue to return capital to our shareholders through dividends and share repurchases. We increased our dividend on common shares for the third straight year. And during 2014 we repurchased 259 million or 14.3 million shares of common stock. In the fourth quarter, we executed two separate accelerated share repurchase programs which totaled $100 million. Now, let me share some detail on our results. Loan details are highlighted on slide three. Average loans grew $1.2 billion or 7.5% from a year ago to $16.8 billion. Mortgage lending showed strong…

Thank you, sir. Ladies and gentlemen, at this time, we will be conducting a question-and-answer session. [Operator Instructions]. Our first question comes from the line of Scott Siefers with Sandler O'Neill & Partners. Please proceed with your question. Scott Siefers - Sandler O'Neill & Partners: Good afternoon, guys.

Good afternoon. Scott Siefers - Sandler O'Neill & Partners: Phil, I thought if you could sort of walk through the loan guidance for the year…

For the fourth quarter -- $16 million for the full year… Scott Siefers - Sandler O'Neill & Partners: To get to single digits which would be similar to this year, I guess it implies a little bit of a reacceleration from what you saw in the fourth quarter, maybe not to a level as the first three quarters of last year but still maybe a little reacceleration? What in your mind are kind of the major puts and takes? Is that a function of maybe less drag from some of these portfolios that have been declining or is there an increased tolerance to grow some of the portfolios moderated at last quarter, how are you thinking about the kind of veiling dynamics?

Sure. So, first of all, the shape of our loan growth in the fourth quarter although on an average basis, it was somewhat lower than we’ve seen, actually came on quite strong at the end of the quarter. So, we enter the first quarter of 2015 with something on the tailwind because of the shape of the way the loans came on. We’ve had really balanced growth across our various businesses and we expect to continue that which has been a maturing business through 2014 has started to see payoffs is refilling their pipelines. So, we expect strong growth in that area. The general commercial lending business, we expect to grow from. Residential right now is actually booming is probably the right word, but the decline in rates; there is a lot of activity there now. A lot of that will be sold on but our desperate mortgage portfolio of business, we expect to continue to grow the nice cliff. The rate of pay-down in the home equity business has slowed and will continually think to slow. We’ll probably have less growth in the oil gas business until transactions begin to occur in that business as buyers and sellers adjust the new price expectations. But given the growth in the other businesses, we still feel pretty comfortable that we’re going to achieve loan growth that we go similar to what we just saw. Scott Siefers - Sandler O'Neill & Partners: Okay. That’s helpful color. And I appreciate it. Maybe second question is for Chris. I guess fee income kind of came in a little late of what I have been looking for. Is there anything unusual that heard any of the line items like in mortgage banking or anything? In other words, anything you would consider one-time in there?

Certainly we had lower gain on sale and lower income in the mortgage banking line as a whole that was a largest shortfall for the quarter. You also saw a downtick in asset gains which aren’t recurring but again on period to period basis, they were down. So, I don’t think there is sort of non-recurring number that I point to. There was a small charge we took for an insurance business that was $1 million that obviously was a one-time charge that won’t come back. But I think our guidance that we gave you for the full year reflects the fact that we expect business to stabilize, normalize and grow at a reasonable pace into next year. Scott Siefers - Sandler O'Neill & Partners: Okay, all right. I think that’s it for me. So, thank you.

Sure.

Thank you. Our next question comes from the line of Dave Rochester - Deutsche Bank. Please proceed with your question.

Hey, good afternoon guys. Just quickly on capital. TC ratio is now around 7%. How long do you feel that you can take this ratio? Over the next year, you’re obviously seeing continued -- do you see growth in the loan portfolio and you’ll be I would imagine repurchasing shares; what’s maybe a lower balance for that ratio longer term?

We’ve publicly pronounced at a day that you’ll recall a range of Tier 1 capital ratios from 8 to 9.5; we’re at 9.74 on Tier 1 common, still comfortably above that. And we continue to chop away it as way move to of course to 2015. That doesn’t mean we’ll be as concerted as share re-purchaser but we’re going to follow our stated capital priorities; fund our growth, obviously that’s a best use of our capital; pay a competitive dividend; look for acquisitions and in the absence of acquisitions, we’ll probably continue to do a modest amount of share repurchase.

Is there any level that you’re looking at for the TC ratios specifically or you’re just more focused on a regulatory ratios?

We’re all about regulatory ratios.

Got you. And then what kind of cost savings are you factoring into your expense growth guidance at this point? You mentioned expenses could be down ex the deal. I know you’re working on technology solutions to get help reduce back office. Will we see those efforts paying out this year? And I would imagine investing in growth as well but maybe could you just talk about the ups and downs there?

Sure. And I’d refer you to slides 10 and 11 in the graph that shows our FTE count. I think as we’ve talked on previous calls, there’s been a lot of noise in our personnel expense lines, a lot of that because of severance costs. But as you can see, we’ve become more efficient through these technology investments and have been able to reduce some of the labor costs. As that coming to an end and the noise that flows through, the expense line comes to an end, the financial benefit of having less FTEs starts to come to the floor. So, we will see the pickup that you would expect with having from the peak of employment here to where we are today of a reduction of about 15%, you’ll start to see that. So, that’s a big driver.

Got you. And then just a little housekeeping item, the $5 million in prepayment healthy income and interest recoveries, what was the split of that this quarter and what was the total balance last quarter?

It was de minimis last quarter. This quarter, there were two related power transactions which paid off fixed rate loans and took their -- get to the bond market for refinancing. So, there was between $3.5 million to $4 million of gains on those two transactions alone, then the interest prepayments and other sales were not as significant.

Great, all right. Thanks guys.

Thank you. Our next question comes from the line of Emlen Harmon with Jefferies. Please proceed with your question.

Hey, good morning guys.

Good afternoon, not morning.

I’m sorry. Sort of just a real quick one. What was the absolute level of the MSR valuation charge and how much of a difference was that relative to the third quarter?

Yes, it was in the grand theme of things -- the overall valuation -- I guess I’ll draw your attention to the page four of the table, didn’t change that much. The impact of the charge was just over 2.

Just over $2 million?

Yes.

Got you, okay…

Let me state that. I apologize. The valuation to give -- that line didn’t change basis points but in dollar term there was a change quarter-over-quarter. It was less than $1 million.

Got it, okay. Thank you. And then just looking at the guide this year compared to last year, the provision guide this indicates that probably [ph] could be driven changes in risk rate whereas last year, it was more a function of growth. Is that change specific to your commentary on energy or are you seeing trends also on the portfolio that are kind of causing you to be a little bit more cautious?

Yes, this is Scott. I think we don’t see a lot in the portfolio fundamental changes in risk rating. Given the volatility in the oil prices we may in the first half see some volatility in risk ratings depending on the redeterminations. But the core portfolio has been pretty stable to improving.

Got it, okay. And then just one last one on the [indiscernible] portfolio, how long oil need to be below $55 before it starts to imply kind of more meaningful potential losses on that reserve book? I know that obviously you guys have different calculations on the life of the reserves for a number of those projects but just to be curious how time plays in the fact in your kind of provisioning thought process.

So, if you look at most of our customers, as you’d expect all well hedged through 2015 at fairly robust prices relative to the high 40s. So, we don’t see a lot of stress from that perspective and in fact a number of them are hedged into ‘16 as well. So, short, short term, we don’t see a lot of stress, again some risk weighting migration. But we did our model holding oil at $50 for five years and we see some de minimis losses, if they stayed at that level for five years. And again, we’ve got about 135% reserve against what that expected loss could be at that level.

Got it, all right. Very helpful, thank you.

Yes. So, just to -- this is Phil, just to add to that. What we see in our oil and gas reserve secured business which again is entirely what we do, no service companies, no midstream, no refining. In that business, as a secured lender, we really think that the risk is some volatility in provisioning and little if any loss. That’s our forecast as we sit today.

Thank you. Our next question comes from the line of Chris McGratty with KBW. Please proceed with your question.

Hey guys, good afternoon.

Good afternoon.

Hey Phil, on M&A, really talked about M&A really much but we’re seeing it kind of hop up kind of all sizes across the country. Obviously 2014 was a year of buybacks. Can you talk about how much time and effort M&A is in terms of priority for you guys entering the year?

Well, it’s hard to -- I’d say in the last six months between [indiscernible] we have spent a decent amount of our weeks spending time visiting folks. So, we’re dedicating a meaningful amount of time to talking to potential merger partners, potential acquisition partners.

And is the -- other conversations I think a while back was kind of the smaller banks across the street for the cost savings, have you change it all how was in terms of what you think about something larger in terms of getting some initial scale or particular that might be of interest? Thank you.

Yes, we haven’t changed our priorities as to what we’re looking for. We still believe that an efficiency driven acquisition is the safest and best for our shareholders and that’s what we continue to be focused on. And we’re looking for opportunities where we can expand any local market and do it on an efficient basis.

Okay, thanks.

Thank you. Our next question comes from the line of Jon Arfstrom with RBC Capital Markets. Please proceed with your question.

Hey, thank you. Good afternoon guys.

Good afternoon.

Just a couple of more energy questions. It sounds like you haven’t pulled back on your appetite at all. Is that right?

Yes, we haven’t pulled back on our appetite; recognize the fact that everybody’s pricing assumptions have changed. And this is basically built upon transactions occurring out there in the oil pads. So, at this point buyers and sellers have not adjusted to the new realities of where oil prices are. So, I don’t think buyers are willing to pay at old prices and sellers are not yet prepared to sell at new prices. So, there is always a period of transition when prices like this change before we reach equilibrium in the market, people have a better sense of where they should -- at what prices they should transact business. That will clearly slow down the financing opportunities across bank land for some period of time.

Okay, got you. And you may have just answered this but any way to gauge a change in the competitive environment or is it just there aren’t any deals and we don’t know yet?

I think it’s the latter. I mean there really aren’t a lot of transactions going on right now.

Okay.

As you would expect. And the one thing about this business which is interesting, the banks that are active in it, they all tend to look at transactions in very similar ways. It’s not like the lab training [ph] business or the general commercial business where people take different views and are willing to take a flyer on terms or tenure or pricing. The business tends to be somewhat homogenous across the banks that are active in it. So, you don’t really tend to get outliers who decide well it might be 47 a day but I think it’s going to 80, so I’m going to need money at 80. You are not going to see that.

Okay, great. I appreciate the help on the stress testing you’ve done. And I guess when you talk about risk rate, this is just formulaic. If something is downgraded you have to put up the reserve even though you don’t necessarily believe there is a loss content that’s what you’re saying?

Well, the accountants would be very angry if I said that way. Whatever we provide is for losses that we think are there. But you’re correct in that there is a mechanical way of calculating provisioning based on risk rate.

Sure. Touchy-feely question on energy for you Phil. You did put on every list as having energy exposure, probably wrong. Is it fair or unfair, if you like you’re unfairly lumped in let’s say Texas regional banks that have energy exposure?

Well, I think it’s certainly fair to say we have energy exposure. I mean it’s really important to realize that at our bank at least it’s 4%. And we’re also not exposed to any knock on effects from a slowdown in the energy business. We’re not a real estate lender in Houston or in North Dakota. So, we’re not going to get that type of impact if this stays this way for a prolonged period of time. But we are a lender to the oil and gas business. And I’d remind anyone who doesn’t recall this that although Associated started the business in 2011 myself and the people run this business have been in it for upto 35 years. This is how I started this bank. So, I’ve seen a lot of price volatility in the last 35 years. And I’m personally not overly concerned about what we have today, given the nature of our portfolio.

Okay that’s helpful. And just Chris, maybe this is for you, but on the Ahmann & Martin deal, no real accretion in 2015, I believe you said. Is that just a function of the accounting and in 2016 as well as just the heavy amortization early on?

Exactly. And we did note there was upto $8 million in terms of payment and assuming everything works out, we’ll be delighted to make those additional payments in full but if they do, they will offset the accretion.

Okay, so a lot of it is just accounting?

Yes. On a cash basis this is a positive transaction all the way along.

Yes.

Finance expenses, but there is accounting issues there.

Yes. Okay, great. Thanks for your help.

Thank you. [Operator Instructions]. Thank you. Our next question comes from the line of Stephen Geyen with D.A. Davidson. Please proceed with your question.

Hey, good afternoon.

Hi.

Just curious about the asset yield compression, I think it was about 5 basis points this quarter. Anything in particular that drove that in large re-pricing that you don’t expect to reoccur?

Yes. I think looking at the quarter-over-quarter trends on page seven of the tables, I would note we had a positive re-pricing but there were 8 basis points of prepayment fees and recoveries that positively drove the commercial and business lending numbers. You’d sort of bow that back and it’d be about flat. And that’s probably about what we’re assuming we think essentially and I think we said this last year. The large portfolio has largely re-priced at this point in time. There will be some modest compression as we move through the course of the year but it’s essentially getting down to about what we think it will be, assuming rates don’t move.

Okay. I was just looking at the asset compression ex the recoveries and prepayments and that’s already came up at the 5 basis points. Okay. And then, maybe just housekeeping item, as far as the effective tax rate is right around 31%, is that likely to continue into 2015.

I think as we continue to grow earnings that number will continue to marginally go up. So, we encourage you to think about it moving higher.

Okay. And just I guess one clarification, Ahmann fee income and nothing as far as earning assets?

Yes, it’s an insurance brokerage.

Got it. Okay, thank you.

Thank you. We have no further questions in queue at this time. I would like to turn the floor back over to Phil Flynn for closing remarks.

Thanks. And thank you everyone for joining us today. 2014’s strong performance was highlighted by balance sheet growth as well as higher net interest income. We were able to modestly reduce expenses and grow the bottom-line. So, we’re optimistic in our ability to continue to grow our franchise this year and remain focused on deploying capital to build shareholder value. So, thanks again for being on the call. We look forward to talking to you again in three months. And thanks for your interest in Associated.

Ladies and gentlemen, this concludes the Associated Banc-Corp fourth quarter 2014 conference call. You may disconnect your lines at this time and thank you for your participation.