8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 26, 2012

Citizens Republic Bancorp, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Michigan	001-33063	38-2378932
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
328 South Saginaw Street, Flint, Michigan		48502
(Address of Principal Executive Offices)		(Zip Code)

(810) 766-7500

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On July 26, 2012, Citizens Republic Bancorp, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2012 and certain other information. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In addition to results presented in accordance with generally accepted accounting principles (“GAAP”), the attached press release furnished herewith presents non-GAAP financial measures such as tangible equity to tangible assets ratio, tangible common equity to tangible assets ratio, Tier 1 common equity ratio, pre-tax pre-provision profit, net interest margin, the efficiency ratio, and adjusted earnings per share. Citizens believes these non-GAAP financial measures provide additional information that is useful to investors in understanding the underlying performance of Citizens, its business and performance trends, and such measures help facilitate performance comparisons with others in the banking industry. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. Readers should be aware of these limitations and should be cautious as to their use of such measures. To mitigate these limitations, Citizens has procedures in place to ensure that these measures are calculated using the appropriate GAAP or regulatory components in their entirety and to ensure that Citizens’ performance is properly reflected to facilitate consistent period-to-period comparisons. Although Citizens believes the above non-GAAP financial measures disclosed in the attached release enhance investors’ understanding of its business and performance, these non-GAAP measures should not be considered in isolation, or as a substitute for GAAP basis financial measures.

Tangible Equity, Tangible Common Equity and Tier 1 Common Equity Ratios (non-GAAP financial measures)

Citizens believes the exclusion of goodwill and other intangible assets to create “tangible assets” and “tangible equity” facilitates the comparison of results for ongoing business operations. Citizens’ management internally assesses the company’s performance based, in part, on these non-GAAP financial measures. The tangible common equity ratio and Tier 1 common equity ratio have become a focus of some investors and management believes that these ratios may assist investors in analyzing Citizens’ capital position absent the effects of intangible assets and preferred stock. Because tangible common equity and Tier 1 common equity are not formally defined by GAAP or codified in the federal banking regulations, these measures are considered to be non-GAAP financial measures. Because analysts and banking regulators may assess Citizens’ capital adequacy using tangible common equity and Tier 1 common equity, Citizens believes that it is useful to provide investors the ability to assess its capital adequacy on the same basis. Tier 1 common equity is often expressed as a percentage of net risk-weighted assets. Under the risk-based capital framework, a bank’s balance sheet assets and credit equivalent amounts of off-balance sheet items are assigned to one of four broad risk categories. The aggregated dollar amount in each category is then multiplied by the risk-weight assigned to that category. The resulting weighted values from each of the four categories are added together and this sum is the risk-weighted assets total that, as adjusted, comprises the denominator of certain risk-based capital ratios. Tier 1 capital is then divided by this denominator (net

risk-weighted assets) to determine the Tier 1 capital ratio. Adjustments are made to Tier 1 capital to arrive at Tier 1 common equity as shown in the Non-GAAP Reconciliation Table in the attached release. The amounts disclosed as net risk-weighted assets are calculated consistent with banking regulatory requirements.

Pre-Tax Pre-Provision Profit (non-GAAP financial measure)

Pre-tax pre-provision profit (“PTPP”), as defined by Citizens’ management represents total revenue (total net interest income and noninterest income) excluding any securities gains/losses, fair-value adjustments on loans held for sale, interest rate swaps, and bank owned life insurance, less noninterest expense excluding any goodwill impairment charges, credit writedowns, fair-value adjustments and special assessments. While certain of these items are an integral part of Citizens’ banking operations, in each case, the excluded items are items that management believes are particularly impacted by economic stress or significant changes in the credit cycle and are therefore likely to make it more difficult to understand our underlying performance trends and the ability of our banking operations to generate revenue. Net interest income, noninterest income and noninterest expense are all calculated in accordance with GAAP and are presented in the consolidated statement of operations. While noninterest income and noninterest expense are adjusted for the specific items listed above in the calculation of PTPP, these adjustments represent the excluded items in their entirety for each period presented to better facilitate period-to-period comparisons.

Viewed together with Citizens’ GAAP results, PTPP provides management, investors and others with a useful metric to evaluate and better understand trends in Citizens’ period-to-period earnings power and ability to generate capital to cover credit losses, in each case exclusive of the effects of economic stress and the credit cycle. As recent results for the banking industry demonstrate, loan charge-offs, related credit provision, and credit writedowns can vary significantly from period to period, making a measure that helps isolate the impact of credit costs on profitability all the more important to investors. The “Credit Quality” section of the attached release isolates the challenges and issues related to the credit quality of Citizens’ loan portfolio and their impact on Citizens’ earnings as reflected in the provision for loan losses.

A portion of the compensation awarded to Citizens’ Named Executive Officers and certain other management employees for their performance in 2011 and 2012 is measured against a PTPP performance target (as defined above) as Citizens believes that PTPP is a key measurement that helps keep revenue generation as a focus for its business and a particularly valuable measure during challenging credit cycles. Based on 2011 full year results, the total cash compensation award linked to PTPP was $0.8 million. Additionally, during 2011, approximately 186,500 shares of restricted stock were granted which have a two-year vesting period based partially on PTPP results and partially on net income. Based on 2012 full year results, the total potential cash compensation award linked to PTPP is $1.3 million, payable in early 2013. The grants are designed so that a portion of the compensation is based on net income while the remainder does not depend on management’s performance with regard to managing loan losses, securities impairments, and other asset impairments.

Like all non-GAAP metrics, PTPP’s usefulness is inherently limited. Because Citizens’ calculation of PTPP may differ from the calculation of similar measures used by other bank holding companies, PTPP should be used to determine and evaluate period-to-

period trends in Citizens’ performance and in comparison to Citizens’ loan charge-offs, related credit provision, and credit writedowns, rather than in comparison to non-GAAP metrics used by other companies. In addition, investors should bear in mind that income tax expense (benefit), the provision for loan losses, and the other items excluded from revenues and expenses in the PTPP calculation are recurring and integral expenses to Citizens’ banking operations, and that these expenses will still accrue under GAAP, thereby reducing GAAP earnings and, ultimately, shareholders’ equity.

Net Interest Margin and Efficiency Ratio (non-GAAP financial measures)

In accordance with industry standards, certain designated net interest income amounts are presented on a taxable equivalent basis, including the calculation of net interest margin and the efficiency ratio. Citizens believes the presentation of net interest margin on a taxable equivalent basis using a 35% effective tax rate allows comparability of net interest margin with industry peers by eliminating the effect of the differences in portfolios attributable to the proportion represented by both taxable and tax-exempt investments. See the Selected Quarterly Information Table, the Non-GAAP Reconciliation Table, and the Average Balances, Yields and Rates Table in the attached release for additional information.

Adjusted earnings per share (non-GAAP financial measures)

Adjusted earnings per share is a non-GAAP measure as it represents net income attributable to common shareholders adjusted for the impact of the tax benefit associated with restoring the deferred tax asset. Citizens believes that the exclusion of this non-recurring item provides useful information to investors as it facilitates better period-to-period comparisons. A quantitative reconciliation of adjusted net income attributable to common shareholders to GAAP net income attributable to shareholders is provided in the attached release.

The information furnished in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1 Press Release, dated July 26, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CITIZENS REPUBLIC BANCORP, INC.
By:	/s/ Thomas W. Gallagher
	Thomas W. Gallagher
Its:	General Counsel and Secretary

Date: July 26, 2012

Index to Exhibits

Exhibit No.	Description
Exhibit 99.1	Press Release, dated July 26, 2012.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT

Kristine D. Brenner

Director of Investor Relations

(810) 257-2506

kristine.brenner@citizensbanking.com

Citizens Republic Bancorp Reports Fifth Consecutive Quarterly Profit and Restores Deferred Tax Asset

• Net income attributable to common shareholders was $297 million or $7.35 per share for the second quarter, which includes a $277 million tax benefit, or $6.85 per share related to eliminating the valuation allowance against our deferred tax asset

• Excluding the tax benefit, net income attributable to common shareholders was $20 million or $0.50 per share for the second quarter

• Earnings were positively impacted by a 37% reduction in provision expense compared to the first quarter as credit trends showed continued stability and improvement

• Pre-tax, pre-provision profit remained strong at $32 million

• Net interest margin increased four basis points to 3.60%

FLINT, MICHIGAN, July 26, 2012—Citizens Republic Bancorp, Inc. (Nasdaq: CRBC) announced net income attributable to common shareholders of $297.1 million or $7.35 per diluted share for the three months ended June 30, 2012, compared to $18.9 million or $0.47 per diluted share for last quarter, and $18.5 million, or $0.46 per diluted share for the second quarter of last year. For the first six months of this year, Citizens recorded net income attributable to common shareholders of $316.0 million or $7.84 per share compared to a net loss of $55.8 million or $1.42 per share for the same period of 2011. Second quarter 2012 results include a $276.8 million or $6.85 per share tax benefit related to the elimination of the valuation allowance against the deferred tax asset.

“Restoring our deferred tax asset was a significant event for us this quarter. Just as important, our bankers continue to drive consistent earnings from our banking operations and we continue to organically grow our strong capital position by successfully executing on our strategic initiatives,” commented Cathleen Nash, president and chief executive officer.

Balance Sheet

The balance sheet continues to reflect Citizens’ focus on C&I and consumer lending. Combined, C&I and consumer loan balances grew 10% compared to June 30, 2011. Growth within these portfolios helped to mitigate the reduction in commercial real estate and residential mortgage balances.

The changes in deposit balances were a result of growing low cost core deposits and strategically reducing more expensive single service and brokered time deposits. These initiatives have resulted in core deposit growth of 9% and a 24% reduction in time deposits compared to June 30, 2011.

Capital

Citizens continues to grow capital organically through earnings and maintains a strong capital position.

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Capital Ratios

	Regulatory Minimum for “Well- Capitalized”			June 30, 2012			March 31, 2012			June 30, 2011
Leverage ratio		5.00	%		9.77	%		8.71	%		7.83	%
Tier 1 capital ratio		6.00			14.70			13.70			12.43
Total capital ratio		10.00			15.96			14.97			13.77
Tier 1 common equity (non-GAAP)					8.50			7.49			6.36
Tangible equity to tangible assets (non-GAAP)					10.82			7.78			7.12
Tangible common equity to tangible assets (non-GAAP)					7.73			4.68			4.05

Net Interest Income and Margin

Net interest margin was 3.60% in the second quarter, a four basis point increase from both last quarter and the second quarter of last year. Year to date, net interest margin also increased four basis points over last year to 3.58%. These improvements in margin were a result of efforts to reduce funding costs by improving deposit mix, carefully managing deposit costs, reducing reliance on brokered time deposits, and reducing costs on long term debt by extending maturities. The benefits from these initiatives were partially offset by lower yields in the investment securities and loan portfolios due to the continued low interest rate environment and competitive pressures.

Net interest income was $75.7 million for the second quarter of 2012, a decrease of $0.4 million from last quarter and a decrease of $1.9 million from the second quarter of last year. The decreases reflect a reduction in average earning assets, partially offset by the slightly higher net interest margins.

Credit Quality

Credit quality benefits from proactive credit management as well as returning economic stability.

• Total delinquencies decreased 18% from last quarter to $32.7 million and currently represent 0.59% of portfolio loans.

• Nonperforming assets were $94.0 million at the end of June, a 4% increase over the end of March and a decrease of 33% from June 30 of last year. The increase over last quarter was directly related to a single commercial relationship.

• Net charge-offs for the second quarter decreased to $22.2 million, compared to $28.1 million last quarter and $35.4 million in the second quarter of last year. The provision for loan losses decreased 37% from the first quarter to $5.3 million in the second quarter.

• The allowance for loan losses was $136.1 million or 2.47% of portfolio loans at June 30, 2012, compared to $153.0 million or 2.77% at the end of the prior quarter, and $206.3 million or 3.67% at the end of the second quarter last year.

Noninterest Income and Expense

Noninterest income continues to be impacted by regulatory changes in the industry. Citizens’ focus on services and products helps support a stable base of fee income.

• Service charges on deposit accounts were down 4% compared to the second quarter of last year primarily the result of regulatory changes. Service charges were up 4% seasonally compared to the first quarter of 2012.

• Net gains on loans held for sale were minimal compared to prior periods.

• There were no realized gains or losses recorded in the investment portfolio in 2012.

• Other income decreased compared to last quarter primarily due to lower unrealized gains on deferred compensation, which was offset in noninterest expense.

Noninterest expense continues to benefit from our improved credit environment and a continued focus on expense management.

• Losses on ORE and credit costs were significantly lower due to the completion of problem asset resolution initiatives in early 2011.

• FDIC insurance costs declined in 2012.

• Improvements in noninterest expense were offset by higher salaries and incentives as well as an increase in benefit costs related to the reinstatement of employer matching in the 401(k) plan.

• Compared to last quarter, noninterest expense declined slightly as lower payroll tax, occupancy, equipment and data processing expenses more than offset higher professional services expense and advertising costs.

2

The income tax benefit for the second quarter of 2012 was $276.8 million, compared with a benefit of $10.3 million for the second quarter of 2011. The income tax benefit for the second quarter of 2012 was related to eliminating the valuation allowance against our deferred tax asset as a result of our continued improvement in financial performance. The deferred tax asset balance is reported in Other Assets on the Consolidated Balance Sheets.

Conference Call

Citizens’ senior management will review the quarter’s results in a conference call at 10:00 a.m. ET on Friday, July 27, 2012. A live audio webcast is available on Citizens’ investor relations page at www.citizensbanking.com or by calling (800) 895-0231 (conference ID: Citizens Republic). To listen to the conference call, please connect approximately 10 minutes prior to the scheduled conference time.

A recording will be available approximately two hours after the completion of the conference call at www.citizensbanking.com, where it will be archived for 90 days.

Use of Non-GAAP Financial Measures

In addition to results presented in accordance with generally accepted accounting principles (“GAAP”), this release includes non-GAAP financial measures such as tangible equity to tangible assets ratio, tangible common equity to tangible assets ratio, Tier 1 common equity ratio, pre-tax pre-provision profit, net interest margin, the efficiency ratio, and adjusted earnings per share. Citizens believes these non-GAAP financial measures provide additional information that is useful to investors in understanding the underlying performance of Citizens, its business and performance trends, and such measures help facilitate performance comparisons with others in the banking industry. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. Readers should be aware of these limitations and should be cautious as to their use of such measures. To mitigate these limitations, Citizens has procedures in place to ensure that these measures are calculated using the appropriate GAAP or regulatory components in their entirety to ensure that Citizens’ performance is properly reflected to facilitate consistent period-to-period comparisons. Although Citizens believes the above non-GAAP financial measures disclosed in this release enhance investors’ understanding of its business and performance, these non-GAAP measures should not be considered in isolation, or as a substitute for GAAP basis financial measures. See our related Form 8-K for further discussion regarding these non-GAAP financial measures.

Corporate Profile

Citizens Republic Bancorp, Inc. is a diversified financial services company providing a wide range of commercial, consumer, mortgage banking, trust and financial planning services to a broad client base. Citizens serves communities in Michigan, Ohio, and Wisconsin with 219 offices and 249 ATMs. Citizens is the largest bank holding company headquartered in Michigan with roots dating back to 1871 and is the 58^th largest bank holding company headquartered in the United States. More information about Citizens is available at www.citizensbanking.com.

Safe Harbor Statement

Discussions and statements in this release that are not statements of historical fact, including without limitation, statements that include terms such as “will,” “may,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “project,” “intend,” and “plan,” and statements regarding Citizens’ future financial and operating results, plans, objectives, expectations and intentions, are forward-looking statements that involve risks and uncertainties, many of which are beyond Citizens’ control or are subject to change. No forward-looking statement is a guarantee of future performance and actual results could differ materially.

Factors that could cause or contribute to actual results differing materially from Citizens’ expectations include the risks and uncertainties detailed from time to time in Citizens’ annual and quarterly filings with the SEC, which are available at the SEC’s website www.sec.gov. Other factors not currently anticipated may also materially and adversely affect Citizens’ results of operations, cash flows, financial position and prospects. There can be no assurance that future results will meet expectations. While Citizens believes that the forward-looking statements in this release are reasonable, you should not place undue reliance on any forward-looking statement. In addition, these statements speak only as of the date made. Citizens does not undertake, and expressly disclaims, any obligation to update or alter any statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

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Consolidated Balance Sheets (Unaudited)

Citizens Republic Bancorp, Inc.

(in thousands)	June 30, 2012			March 31, 2012			June 30, 2011
Assets
Cash and due from banks	$	145,432		$	145,240		$	145,126
Money market investments		203,861			300,174			176,847
Investment Securities:
Securities available for sale, at fair value		1,480,290			1,492,985			1,368,530
Securities held to maturity, at amortized cost (fair value of $1,349,429, $1,422,253 and $1,489,461, respectively)		1,296,164			1,374,449			1,482,787
Total investment securities		2,776,454			2,867,434			2,851,317
FHLB and Federal Reserve stock		122,123			117,943			125,635
Portfolio loans:
Commercial and industrial		1,711,411			1,657,140			1,349,803
Commercial real estate		1,417,409			1,487,059			1,722,242
Total commercial		3,128,820			3,144,199			3,072,045
Residential mortgage		588,144			611,166			708,164
Direct consumer		881,070			903,238			978,319
Indirect consumer		923,714			869,460			869,109
Total portfolio loans		5,521,748			5,528,063			5,627,637
Less: Allowance for loan losses		(136,120	)		(153,007	)		(206,292	)
Net portfolio loans		5,385,628			5,375,056			5,421,345
Loans held for sale		14,518			13,627			19,515
Premises and equipment		93,646			95,795			100,596
Goodwill		318,150			318,150			318,150
Other intangible assets		6,305			6,850			8,848
Bank owned life insurance		221,965			221,268			218,854
Other assets		382,411			115,809			109,397
Total assets	$	9,670,493		$	9,577,346		$	9,495,630
Liabilities
Noninterest-bearing deposits	$	1,796,531		$	1,692,865		$	1,486,970
Interest-bearing demand deposits		1,025,305			993,143			917,522
Savings deposits		2,607,718			2,771,150			2,592,176
Core deposits		5,429,554			5,457,158			4,996,668
Time deposits		1,858,155			2,033,204			2,448,035
Total deposits		7,287,709			7,490,362			7,444,703
Federal funds purchased and securities sold under agreements to repurchase		39,169			34,779			43,244
Other short-term borrowings		—			—			680
Other liabilities		154,718			153,987			146,169
Long-term debt		853,042			853,599			881,112
Total liabilities		8,334,638			8,532,727			8,515,908
Shareholders’ Equity
Preferred stock - no par value		288,723			286,901			281,642
Common stock - no par value		1,435,920			1,435,327			1,433,094
Retained deficit		(378,520	)		(675,654	)		(734,091	)
Accumulated other comprehensive loss		(10,268	)		(1,955	)		(923	)
Total shareholders’ equity		1,335,855			1,044,619			979,722
Total liabilities and shareholders’ equity	$	9,670,493		$	9,577,346		$	9,495,630

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Consolidated Statements of Operations (Unaudited)

Citizens Republic Bancorp, Inc.

(in thousands, except per share amounts)	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Interest Income
Interest and fees on loans	$	73,950		$	77,677		$	148,829		$	158,388
Interest and dividends on investment securities:
Taxable		16,013			20,546			33,322			40,156
Tax-exempt		2,199			2,713			4,453			5,799
Dividends on FHLB and Federal Reserve stock		1,151			1,044			2,291			2,169
Money market investments		114			249			329			502
Total interest income		93,427			102,229			189,224			207,014
Interest Expense
Deposits		9,367			15,042			20,464			31,417
Short-term borrowings		13			19			31			37
Long-term debt		8,367			9,562			16,931			19,340
Total interest expense		17,747			24,623			37,426			50,794
Net Interest Income		75,680			77,606			151,798			156,220
Provision for loan losses		5,299			17,596			13,696			106,320
Net interest income after provision for loan losses		70,381			60,010			138,102			49,900
Noninterest Income
Service charges on deposit accounts		9,355			9,753			18,340			19,182
Trust fees		3,582			3,811			7,184			7,734
Mortgage and other loan income		1,952			1,883			3,810			4,825
Brokerage and investment fees		1,331			1,533			2,654			2,641
Card-based and other nondeposit fees		4,444			4,394			8,709			8,387
Net gains on loans held for sale		6			1,179			923			73
Investment securities gains (losses)		—			(993	)		—			(1,376	)
Other income		1,675			1,765			4,965			5,002
Total noninterest income		22,345			23,325			46,585			46,468
Noninterest Expense
Salaries and employee benefits		32,801			31,265			66,099			62,283
Occupancy		6,140			6,047			12,837			13,609
Professional services		2,465			2,407			4,488			4,626
Equipment		2,904			2,841			6,206			5,893
Data processing services		3,721			4,247			7,769			8,599
Advertising and public relations		1,708			1,802			3,043			2,371
Postage and delivery		1,119			1,120			2,218			2,236
Other loan expenses		3,266			3,314			6,452			8,569
(Gains) losses on other real estate (ORE)		(173	)		1,355			(559	)		10,477
ORE expenses		266			1,029			716			2,797
Intangible asset amortization		545			778			1,123			1,606
Other expense		11,577			13,239			23,047			28,034
Total noninterest expense		66,339			69,444			133,439			151,100
Income (Loss) before Income Taxes		26,387			13,891			51,248			(54,732	)
Income tax benefit		(276,789	)		(10,266	)		(276,789	)		(10,211	)
Net Income (Loss)		303,176			24,157			328,037			(44,521	)
Dividend on redeemable preferred stock		(6,042	)		(5,701	)		(11,997	)		(11,328	)
Net Income (Loss) Attributable to Common Shareholders	$	297,134		$	18,456		$	316,040		$	(55,849	)
Net Income (Loss) Per Common Share:
Basic	$	7.35		$	0.46		$	7.84		$	(1.42	)
Diluted		7.35			0.46			7.84			(1.42	)
Average Common Shares Outstanding:
Basic		39,472			39,417			39,459			39,412
Diluted		39,472			39,417			39,459			39,412

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Selected Quarterly Information

	Three Months Ended
(in thousands, except per share amounts)	June  30, 2012			March 31, 2012			December 31, 2011			September 30, 2011			June 30, 2011
Summary of Operations
Net interest income	$	75,680		$	76,119		$	78,049		$	78,841		$	77,606
Provision for loan losses		5,299			8,397			15,007			17,481			17,596
Noninterest income		22,345			24,240			24,363			24,427			23,325
Noninterest expense		66,339			67,101			66,640			65,411			69,444
Income tax (benefit) provision		(276,789	)		—			2,521			(12,568	)		(10,266	)
Net income		303,176			24,861			18,244			32,944			24,157
Net income attributable to common shareholders (1)		297,134			18,906			12,347			27,183			18,456
Taxable equivalent adjustment		1,532			1,571			1,670			1,827			1,884
Per Common Share Data (2)
Net income:
Basic	$	7.35		$	0.47		$	0.31		$	0.68		$	0.46
Diluted		7.35			0.47			0.31			0.68			0.46
Common book value		25.85			18.83			18.24			18.03			17.34
Tangible book value (non-GAAP)		24.97			17.88			17.24			16.96			16.22
Tangible common book value (non-GAAP)		17.84			10.75			10.16			9.92			9.22
Shares outstanding, end of period (3)		40,504,637			40,247,241			40,260,213			40,255,758			40,251,874
At Period End
Assets	$	9,670,493		$	9,577,346		$	9,462,849		$	9,600,188		$	9,495,630
Earning assets		8,588,343			8,774,119			8,680,995			8,824,183			8,755,838
Portfolio loans		5,521,748			5,528,063			5,529,535			5,672,327			5,627,637
Allowance for loan losses		136,120			153,007			172,726			190,354			206,292
Deposits		7,287,709			7,490,362			7,394,941			7,539,904			7,444,703
Long-term debt		853,042			853,599			854,185			855,670			881,112
Shareholders’ equity		1,335,855			1,044,619			1,019,537			1,009,143			979,722
Average for the Quarter
Assets	$	9,429,050		$	9,521,386		$	9,523,184		$	9,596,275		$	9,664,939
Earning assets		8,622,067			8,750,078			8,761,435			8,856,072			8,942,348
Portfolio loans		5,517,726			5,508,528			5,632,432			5,663,058			5,668,752
Allowance for loan losses		152,154			172,509			190,163			206,119			223,922
Deposits		7,317,653			7,441,693			7,452,137			7,546,615			7,605,707
Long-term debt		853,333			853,912			856,206			862,479			905,902
Shareholders’ equity		1,061,519			1,028,494			1,017,082			991,602			963,932
Financial Ratios (annualized)
Return on average assets		12.93	%		1.05	%		0.76	%		1.36	%		1.00	%
Return on average shareholders’ equity		114.87			9.72			7.12			13.18			10.05
Average shareholders’ equity / average assets		11.26			10.80			10.68			10.33			9.97
Net interest margin (FTE) (4)		3.60			3.56			3.62			3.63			3.56
Efficiency ratio (non-GAAP)		65.99			65.20			61.39			59.89			63.85
Allowance for loan losses as a percent of portfolio loans		2.47			2.77			3.12			3.36			3.67
Allowance for loan losses as a percent of nonperforming loans(5)		161.53			202.56			197.56			190.09			185.90
Allowance for loan losses as a percent of nonperforming assets(5)		144.85			168.87			168.97			139.01			147.99
Nonperforming loans as a percent of portfolio loans(5)		1.53			1.37			1.58			1.77			1.97
Nonperforming assets as a percent of total loans plus ORAA(5)(6)		1.69			1.63			1.84			2.39			2.46
Nonperforming assets as a percent of total assets(5)		0.97			0.95			1.08			1.43			1.47
Ratio of net charge-offs during period to average portfolio loans		1.62			2.05			2.30			2.34			2.51
Leverage ratio		9.77			8.71			8.45			8.21			7.83
Tier 1 capital ratio		14.70			13.70			13.51			12.81			12.43
Total capital ratio		15.96			14.97			14.84			14.14			13.77

⁽¹⁾  Net income attributable to common shareholders includes a non-cash dividend to preferred shareholders of $6.0 million in both the second and the first quarters of 2012 and $5.9 million, $5.8 million and $5.7 million in the fourth, third, and second quarters of 2011.

⁽²⁾  Earnings per share in the second quarter of 2012 includes a tax benefit of $6.85 per share related to restoring the deferred tax asset.

⁽³⁾  Includes participating shares which are restricted stock units and restricted shares.

⁽⁴⁾  Net interest margin is presented on an annual basis, includes taxable equivalent adjustments to interest income and is based on a tax rate of 35%.

⁽⁵⁾  Nonperforming loans/assets exclude troubled debt restructurings (TDRs) that are on an accrual status and performing in accordance with their modified terms.

⁽⁶⁾  Other real estate assets acquired (ORAA) include loans held for sale.

6

Loan Portfolios

(in thousands)	June 30, 2012		March 31, 2012		December 31, 2011		September 30, 2011		June 30, 2011
Land hold	$	5,119	$	5,387	$	6,542	$	6,818	$	7,426
Land development		7,006		7,226		13,104		22,232		22,507
Construction		4,591		6,410		5,847		5,410		8,111
Income producing		803,546		877,461		913,755		975,262		1,019,551
Owner-occupied		597,147		590,575		605,113		634,179		664,647
Total commercial real estate		1,417,409		1,487,059		1,544,361		1,643,901		1,722,242
Commercial and industrial		1,711,411		1,657,140		1,543,529		1,531,492		1,349,803
Total commercial		3,128,820		3,144,199		3,087,890		3,175,393		3,072,045
Residential mortgage		588,144		611,166		637,245		654,561		708,164
Direct consumer		881,070		903,238		933,314		954,831		978,319
Indirect consumer		923,714		869,460		871,086		887,542		869,109
Total consumer		2,392,928		2,383,864		2,441,645		2,496,934		2,555,592
Total portfolio loans	$	5,521,748	$	5,528,063	$	5,529,535	$	5,672,327	$	5,627,637

Delinquency Rates By Loan Portfolio

	June 30, 2012					March 31, 2012					December 31, 2011					September 30, 2011					June 30, 2011
30 to 89 days past due (in thousands)	$		% of Portfolio			$		% of Portfolio			$		% of Portfolio			$		% of Portfolio			$		% of Portfolio
Land hold	$	—		—	%	$	—		—	%	$	21		0.3	%	$	—		—	%	$	571		7.69	%
Land development		—		—			130		1.81			—		—			216		0.97			—		—
Construction		—		—			—		—			—		—			—		—			1,722		21.23
Income producing		1,519		0.19			1,447		0.16			2,508		0.27			3,325		0.34			1,597		0.16
Owner-occupied		936		0.16			5,177		0.88			2,345		0.39			5,817		0.92			6,524		0.98
Total commercial real estate		2,455		0.17			6,754		0.45			4,874		0.32			9,358		0.57			10,414		0.60
Commercial and industrial		1,565		0.09			2,887		0.17			2,454		0.16			2,594		0.17			3,637		0.27
Total commercial		4,020		0.13			9,641		0.31			7,328		0.24			11,952		0.38			14,051		0.46
Residential mortgage		7,731		1.31			7,568		1.24			9,544		1.50			9,079		1.39			11,564		1.63
Direct consumer		12,396		1.41			14,002		1.55			17,810		1.91			18,629		1.95			20,393		2.08
Indirect consumer		8,504		0.92			8,780		1.01			13,067		1.50			9,898		1.12			10,681		1.23
Total consumer		28,631		1.20			30,350		1.27			40,421		1.66			37,606		1.51			42,638		1.67
Total delinquent loans	$	32,651		0.59		$	39,991		0.72		$	47,749		0.86		$	49,558		0.87		$	56,689		1.01

7

Nonperforming Assets

	June 30, 2012						March 31, 2012						December 31, 2011						September 30, 2011						June 30, 2011
(in thousands)	$			% of Portfolio			$			% of Portfolio			$			% of Portfolio			$			% of Portfolio			$			% of Portfolio
Land hold	$	326			6.37	%	$	—			—	%	$	—			—	%	$	167			2.45	%	$	167			2.25	%
Land development		3			0.05			207			2.87			213			1.62			12			0.05			379			1.68
Construction		—			—			150			2.34			150			2.57			257			4.76			559			6.89
Income producing		19,408			2.42			18,566			2.12			21,171			2.32			23,227			2.38			20,180			1.98
Owner-occupied		18,187			3.05			20,716			3.51			23,798			3.93			27,540			4.34			21,169			3.18
Total commercial real estate		37,924			2.68			39,639			2.67			45,332			2.94			51,203			3.11			42,454			2.47
Commercial and industrial		21,676			1.27			14,629			0.88			16,946			1.10			18,536			1.21			20,995			1.56
Total nonaccruing commercial		59,600			1.90			54,268			1.73			62,278			2.02			69,739			2.20			63,449			2.07
Residential mortgage		13,474			2.29			11,137			1.82			11,312			1.78			13,074			2.00			30,693			4.33
Direct consumer		9,263			1.05			8,895			0.98			12,115			1.30			14,704			1.54			13,944			1.43
Indirect consumer		1,875			0.20			1,074			0.12			953			0.11			1,256			0.14			1,281			0.15
Total nonaccruing consumer		24,612			1.03			21,106			0.89			24,380			1.00			29,034			1.16			45,918			1.80
Total nonaccruing loans		84,212			1.53			75,374			1.37			86,658			1.57			98,773			1.74			109,367			1.94
Loans 90+ days still accruing		59			—			164			—			770			0.01			1,368			0.02			1,604			0.03
Total nonperforming portfolio loans		84,271			1.53			75,538			1.37			87,428			1.58			100,141			1.77			110,971			1.97
Nonperforming held for sale		887						3,264						2,372						20,134						11,395
Other repossessed assets acquired		8,817						11,803						12,422						16,665						17,032
Total nonperforming assets	$	93,975					$	90,605					$	102,222					$	136,940					$	139,398
Restructured loans still accruing	$	18,187					$	17,911					$	32,347					$	12,206					$	12,682
Commercial inflows	$	23,828					$	14,027					$	13,269					$	23,901					$	24,370
Commercial outflows		(18,497	)					(22,036	)					(20,730	)					(17,611	)					(38,321	)
Net change	$	5,331					$	(8,009	)				$	(7,461	)				$	6,290					$	(13,951	)

Net Charge-Offs

	Three Months Ended
	June 30, 2012						March 31, 2012						December 31, 2011						September 30, 2011						June 30, 2011
(in thousands)	$			% of Portfolio*			$			% of Portfolio*			$			% of Portfolio*			$			% of Portfolio*			$			% of Portfolio*
Land hold	$	(58	)		(4.58	)%	$	—			—	%	$	(33	)		(2.00	)%	$	—			—	%	$	4,719			N/M	%
Land development		100			5.76			(83	)		(4.64	)		3,079			93.21			43			0.76			38			0.68
Construction		14			1.24			(101	)		(6.33	)		(4	)		(0.24	)		(5	)		(0.34	)		(1	)		(0.04	)
Income producing		3,100			1.55			4,151			1.90			11,924			5.18			3,156			1.28			8,228			3.24
Owner-occupied		2,384			1.61			2,537			1.73			5,791			3.80			2,129			1.33			3,149			1.90
Total commercial real estate		5,540			1.57			6,504			1.76			20,757			5.33			5,323			1.28			16,133			3.76
Commercial and industrial		5,249			1.23			3,029			0.74			1,032			0.27			1,225			0.32			7,176			2.13
Total commercial		10,789			1.39			9,533			1.22			21,789			2.80			6,548			0.82			23,309			3.04
Residential mortgage		3,506			2.40			5,076			3.34			1,170			0.73			18,364			11.13			4,431			2.51
Direct consumer		5,666			2.59			10,935			4.87			6,930			2.95			5,710			2.37			5,605			2.30
Indirect consumer		2,225			0.97			2,572			1.19			2,746			1.25			2,797			1.25			2,076			0.96
Total consumer		11,397			1.92			18,583			3.14			10,846			1.76			26,871			4.27			12,112			1.90
Total net charge-offs	$	22,186			1.62		$	28,116			2.05		$	32,635			2.30		$	33,419			2.34		$	35,421			2.51

* Represents an annualized rate.

N/M—Not Meaningful

8

Summary of Loan Loss Experience

			Three Months Ended
	June 30,		March 31,		December 31,		September 30,		June 30,
(in thousands)	2012		2012		2011		2011		2011
Allowance for loan losses—beginning of period	$	153,007	$	172,726	$	190,354	$	206,292	$	224,117
Provision for loan losses		5,299		8,397		15,007		17,481		17,596
Charge-offs:
Commercial and industrial		3,667		2,388		1,489		994		4,016
Small business		2,271		1,265		399		1,132		3,853
Commercial real estate		8,093		8,997		21,581		5,860		16,371
Total commercial		14,031		12,650		23,470		7,986		24,240
Residential mortgage		3,972		5,210		1,366		18,369		4,659
Direct consumer		7,168		11,527		7,544		6,398		6,522
Indirect consumer		3,157		3,251		3,229		3,430		2,639
Total charge-offs		28,328		32,638		35,609		36,183		38,060
Recoveries:
Commercial and industrial		577		376		609		721		524
Small business		112		248		248		180		169
Commercial real estate		2,553		2,493		824		537		238
Total commercial		3,242		3,117		1,681		1,438		931
Residential mortgage		466		134		197		5		228
Direct consumer		1,502		592		613		688		917
Indirect consumer		932		679		483		633		563
Total recoveries		6,142		4,522		2,974		2,764		2,639
Net charge-offs		22,186		28,116		32,635		33,419		35,421
Allowance for loan losses—end of period	$	136,120	$	153,007	$	172,726	$	190,354	$	206,292

9

Non-GAAP Reconciliation

	June 30,			March 31,			December 31,			September 30,			June 30,
(in thousands)	2012			2012			2011			2011			2011
Efficiency Ratio (non-GAAP)
Net interest income (A)	$	75,680		$	76,119		$	78,049		$	78,841		$	77,606
Taxable equivalent adjustment (B)		1,532			1,571			1,670			1,827			1,884
Investment securities gain (losses) (C)		—			—			38			3			(993	)
Noninterest income (D)		22,345			24,240			24,363			24,427			23,325
Noninterest expense (E)		66,339			67,101			66,640			65,411			69,444
(Gains) losses on ORE and ORE Expenses (F)		93			65			2,076			1,739			2,384
Intangible amortization (G)		545			578			688			732			778
Efficiency ratio: (E-F-G)/(A+B-C+D) (non-GAAP)		65.99	%		65.20	%		61.39	%		59.89	%		63.85	%
Tangible Common Equity to Tangible Assets (non-GAAP)
Total assets	$	9,670,493		$	9,577,346		$	9,462,849		$	9,600,188		$	9,495,630
Goodwill		(318,150	)		(318,150	)		(318,150	)		(318,150	)		(318,150	)
Other intangible assets		(6,305	)		(6,850	)		(7,428	)		(8,116	)		(8,848	)
Tangible assets (non-GAAP)	$	9,346,038		$	9,252,346		$	9,137,271		$	9,273,922		$	9,168,632
Total shareholders’ equity	$	1,335,855		$	1,044,619		$	1,019,537		$	1,009,143		$	979,722
Goodwill		(318,150	)		(318,150	)		(318,150	)		(318,150	)		(318,150	)
Other intangible assets		(6,305	)		(6,850	)		(7,428	)		(8,116	)		(8,848	)
Tangible equity (non-GAAP)	$	1,011,400		$	719,619		$	693,959		$	682,877		$	652,724
Tangible equity	$	1,011,400		$	719,619		$	693,959		$	682,877		$	652,724
Preferred stock		(288,723	)		(286,901	)		(285,114	)		(283,360	)		(281,642	)
Tangible common equity (non-GAAP)	$	722,677		$	432,718		$	408,845		$	399,517		$	371,082
Tier 1 Common Equity (non-GAAP)
Total shareholders’ equity	$	1,335,855		$	1,044,619		$	1,019,537		$	1,009,143		$	979,722
Qualifying capital securities		73,667			73,667			73,667			73,667			73,667
Goodwill		(318,150	)		(318,150	)		(318,150	)		(318,150	)		(318,150	)
Accumulated other comprehensive loss		10,268			1,955			5,820			1,075			923
Disallowed deferred tax asset		(235,529	)		—			—			—			—
Other intangible assets		(6,305	)		(6,850	)		(7,428	)		(8,116	)		(8,848	)
Tier 1 capital (regulatory)	$	859,806		$	795,241		$	773,446		$	757,619		$	727,314
Tier 1 capital (regulatory)	$	859,806		$	795,241		$	773,446		$	757,619		$	727,314
Qualifying capital securities		(73,667	)		(73,667	)		(73,667	)		(73,667	)		(73,667	)
Preferred stock		(288,723	)		(286,901	)		(285,114	)		(283,360	)		(281,642	)
Total Tier 1 common equity (non-GAAP)	$	497,416		$	434,673		$	414,665		$	400,592		$	372,005
Net risk-weighted assets (regulatory)	$	5,851,871		$	5,803,811		$	5,723,333		$	5,912,527		$	5,850,177
Equity to assets		13.81	%		10.91	%		10.77	%		10.51	%		10.32	%
Tier 1 common equity (non-GAAP)		8.50			7.49			7.24			6.77			6.36
Tangible equity to tangible assets (non-GAAP)		10.82			7.78			7.59			7.36			7.12
Tangible common equity to tangible assets (non-GAAP)		7.73			4.68			4.47			4.31			4.05

10

Non-GAAP Reconciliation

Adjusted earnings per share

	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except per share amounts)	2012			2011			2012			2011
Earnings per Share
Diluted net income (loss) per share	$	7.35		$	0.46		$	7.84		$	(1.42	)
Restoration of the deferred tax asset		6.85			—			6.87			—
Diluted net income (loss) per share (non-GAAP)	$	0.50		$	0.46		$	0.97		$	(1.42	)
An itemized reconciliation between net income on a GAAP basis and net income excluding the benefit of restoring the deferred tax asset (non-GAAP) follows:
Numerator:
Net income (loss)	$	303,176		$	24,157		$	328,037		$	(44,521	)
Restoration of the deferred tax asset		(276,789	)		—			(276,789	)		—
Net income (loss) (non-GAAP)		26,387			24,157			51,248			(44,521	)
Dividend on redeemable preferred stock		(6,042	)		(5,701	)		(11,997	)		(11,328	)
Net income (loss) attributable to common shareholders (non-GAAP)		20,345			18,456			39,251			(55,849	)
Net income allocated to participating securities		475			272			853			—
Net income (loss) after allocation to participating securities (non-GAAP)	$	19,870		$	18,184		$	38,398		$	(55,849	)
Denominator:
Weighted average shares outstanding for basic and dilutive earnings per common share		39,472			39,417			39,459			39,412
Basic net income (loss) per common share (non-GAAP)	$	0.50		$	0.46		$	0.97		$	(1.42	)
Diluted net income (loss) per common share (non-GAAP)		0.50			0.46			0.97			(1.42	)

Pre-tax pre-provision profit (non-GAAP)

	Three Months Ended
(in thousands)	June 30, 2012			March 31, 2012			December 31, 2011			September 30, 2011			June 30, 2011
Net income	$	303,176		$	24,861		$	18,244		$	32,944		$	24,157
Income tax provision (benefit)		(276,789	)		—			2,521			(12,568	)		(10,266	)
Provision for loan losses		5,299			8,397			15,007			17,481			17,596
Net (gains) losses on loans held for sale		(6	)		(916	)		217			(1,952	)		(1,179	)
Investment securities (gains) losses		—			—			(38	)		(3	)		993
(Gains) losses on other real estate (ORE)		(173	)		(385	)		1,081			1,210			1,355
Fair-value adjustment on bank owned life insurance(1)		118			(205	)		(100	)		385			48
Fair-value adjustment on swaps (1)		74			(61	)		(46	)		268			77
Pre-tax pre-provision profit (non-GAAP)	$	31,699		$	31,691		$	36,886		$	37,765		$	32,781

⁽¹⁾ Fair-value adjustment amounts contained in line item “Other income” on Consolidated Statements of Operations

11

Noninterest Income and Noninterest Expense

	Three Months Ended
	June 30,			March 31,			December 31,			September 30,		June 30,
(in thousands)	2012			2012			2011			2011		2011
Service charges on deposit accounts	$	9,355		$	8,985		$	9,724		$	10,362	$	9,753
Trust fees		3,582			3,602			3,747			3,622		3,811
Mortgage and other loan income		1,952			1,858			2,705			2,089		1,883
Brokerage and investment fees		1,331			1,324			1,243			1,188		1,533
Card-based and other nondeposit fees		4,444			4,265			4,305			4,475		4,394
Net gains (losses) on loans held for sale		6			916			(217	)		1,952		1,179
Investment securities gains (losses)		—			—			38			3		(993	)
Other income		1,675			3,290			2,818			736		1,765
Total noninterest income	$	22,345		$	24,240		$	24,363		$	24,427	$	23,325
Salaries and employee benefits	$	32,801		$	33,298		$	30,952		$	30,280	$	31,265
Occupancy		6,140			6,696			6,326			6,125		6,047
Professional services		2,465			2,023			2,311			2,394		2,407
Equipment		2,904			3,303			3,326			2,918		2,841
Data processing services		3,721			4,048			3,709			3,823		4,247
Advertising and public relations		1,708			1,335			1,298			2,179		1,802
Postage and delivery		1,119			1,099			1,165			1,142		1,120
Other loan expenses		3,266			3,186			3,497			3,941		3,314
(Gains) losses on other real estate (ORE)		(173	)		(385	)		1,081			1,210		1,355
ORE expenses		266			450			995			529		1,029
Intangible asset amortization		545			578			688			732		778
Other expense		11,577			11,470			11,292			10,138		13,239
Total noninterest expense	$	66,339		$	67,101		$	66,640		$	65,411	$	69,444

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Average Balances, Yields and Rates

	Three Months Ended
	June 30, 2012						March 31, 2012						June 30, 2011
(in thousands)	Average Balance			Average Rate			Average Balance			Average Rate			Average Balance			Average Rate
Earning Assets
Money market investments	$	184,670			0.25	%	$	349,652			0.25	%	$	403,380			0.25	%
Investment securities:
Taxable		2,577,646			2.48			2,548,390			2.72			2,443,792			3.36
Tax-exempt		209,421			6.46			215,344			6.44			254,797			6.55
FHLB and Federal Reserve stock		119,413			3.87			117,942			3.88			137,433			3.04
Portfolio loans:
Commercial and industrial		1,665,640			5.45			1,573,933			5.61			1,348,499			5.38
Commercial real estate		1,465,135			5.04			1,521,448			5.04			1,766,070			5.04
Residential mortgage		601,439			4.36			627,721			4.31			719,336			4.80
Direct consumer		890,957			5.88			920,030			5.89			990,764			6.06
Indirect consumer		894,555			6.15			865,396			6.42			844,083			6.68
Total portfolio loans		5,517,726			5.40			5,508,528			5.48			5,668,752			5.51
Loans held for sale		13,191			3.40			10,222			4.54			34,194			1.72
Total earning assets		8,622,067			4.42			8,750,078			4.47			8,942,348			4.67
Nonearning Assets
Cash and due from banks		141,122						143,008						138,728
Premises and equipment		94,836						96,986						101,352
Investment security fair value adjustment		53,672						49,832						53,822
Other nonearning assets		669,507						653,991						652,611
Allowance for loan losses		(152,154	)					(172,509	)					(223,922	)
Total assets	$	9,429,050					$	9,521,386					$	9,664,939
Interest-Bearing Liabilities
Deposits:
Interest-bearing demand deposits	$	988,884			0.14		$	973,664			0.17		$	947,220			0.23
Savings deposits		2,677,524			0.23			2,708,522			0.28			2,621,616			0.37
Time deposits		1,916,294			1.57			2,128,916			1.67			2,562,463			1.89
Short-term borrowings		37,148			0.13			38,683			0.19			41,340			0.18
Long-term debt		853,333			3.94			853,912			4.03			905,902			4.23
Total interest-bearing liabilities		6,473,183			1.10			6,703,697			1.18			7,078,541			1.40
Noninterest-Bearing Liabilities and Shareholders’ Equity
Noninterest-bearing demand		1,734,951						1,630,591						1,474,408
Other liabilities		159,397						158,604						148,058
Shareholders’ equity		1,061,519						1,028,494						963,932
Total liabilities and shareholders’ equity	$	9,429,050					$	9,521,386					$	9,664,939
Interest Spread					3.32	%					3.29	%					3.27	%
Contribution of noninterest bearing sources of funds					0.28						0.27						0.29
Net Interest Margin					3.60	%					3.56	%					3.56	%

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Average Balances, Yields and Rates

	Six Months Ended
	June 30,
	2012						2011
	Average			Average			Average			Average
(in thousands)	Balance			Rate			Balance			Rate
Earning Assets
Money market investments	$	267,161			0.25	%	$	410,031			0.25	%
Investment securities:
Taxable		2,563,018			2.60			2,378,990			3.38
Tax-exempt		212,382			6.45			266,672			6.69
FHLB and Federal Reserve stock		118,678			3.87			140,635			3.10
Portfolio loans:
Commercial and industrial		1,619,785			5.53			1,385,331			4.98
Commercial real estate		1,493,292			5.04			1,904,944			5.18
Residential mortgage		614,580			4.34			730,515			4.78
Direct consumer		905,494			5.89			1,007,777			6.09
Indirect consumer		879,976			6.29			830,455			6.74
Total portfolio loans		5,513,127			5.44			5,859,022			5.46
Loans held for sale		11,707			3.90			30,547			3.38
Total earning assets		8,686,073			4.45			9,085,897			4.67
Nonearning Assets
Cash and due from banks		142,065						141,328
Premises and equipment		95,911						102,868
Investment security fair value adjustment		51,752						43,085
Other nonearning assets		661,749						667,486
Allowance for loan losses		(162,332	)					(259,380	)
Total assets	$	9,475,218					$	9,781,284
Interest-Bearing Liabilities
Deposits:
Interest-bearing demand deposits	$	981,274			0.16		$	949,482			0.23
Savings deposits		2,693,023			0.25			2,625,435			0.39
Time deposits		2,022,605			1.62			2,657,357			1.92
Short-term borrowings		37,916			0.16			41,264			0.18
Long-term debt		853,622			3.98			938,309			4.15
Total interest-bearing liabilities		6,588,440			1.14			7,211,847			1.42
Noninterest-Bearing Liabilities and Shareholders’ Equity
Noninterest-bearing demand		1,682,772						1,435,216
Other liabilities		159,000						151,216
Shareholders’ equity		1,045,006						983,005
Total liabilities and shareholders’ equity	$	9,475,218					$	9,781,284
Interest Spread					3.30	%					3.25	%
Contribution of noninterest bearing sources of funds					0.28						0.29
Net Interest Margin					3.58	%					3.54	%

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