CONDENSED BALANCE SHEETS

(in thousands)



	December 31					December 31
	2016		2015			2016		2015
ASSETS					LIABILITIES AND EQUITY
Cash	$	8,568	$	—	Long-term debt	$	362,005	$	361,504
Other assets	5,648		4,337		Payable to non-bank subsidiaries	183,152		188,087
Receivable from subsidiaries	46,715		29,249		Other liabilities	77,538		77,263
					Total Liabilities	622,695		626,854
Investments in:
Bank subsidiaries	2,265,264		2,226,975
Non-bank subsidiaries	417,615		408,187		Shareholders’ equity	2,121,115		2,041,894
Total Assets	$	2,743,810	$	2,668,748	Total Liabilities and Shareholders’ Equity	$	2,743,810	$	2,668,748

CONDENSED STATEMENTS OF INCOME



	2016			2015			2014
	(in thousands)
Income:
Dividends from subsidiaries	$	115,000		$	114,000		$	139,150
Other (1)	148,577			141,241			120,543
	263,577			255,241			259,693
Expenses	177,835			176,457			152,243
Income before income taxes and equity in undistributed net income of subsidiaries	85,742			78,784			107,450
Income tax benefit	(10,543		)	(11,834		)	(10,549		)
	96,285			90,618			117,999
Equity in undistributed net income (loss) of:
Bank subsidiaries	58,477			60,806			33,134
Non-bank subsidiaries	6,863			(1,922		)	6,761
Net Income	$	161,625		$	149,502		$	157,894

(1) Consists primarily of management fees received from subsidiary banks.

CONDENSED STATEMENTS OF CASH FLOWS



	2016			2015			2014
	(in thousands)
Cash Flows From Operating Activities:
Net Income	$	161,625		$	149,502		$	157,894
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation	6,556			5,938			5,865
Excess tax benefits from stock-based compensation	(964		)	(201		)	(81		)
(Increase) decrease in other assets	(16,585		)	2,806			(7,120		)
Equity in undistributed net income of subsidiaries	(65,340		)	(58,884		)	(39,895		)
Loss on redemption of trust preferred securities	—			5,626			—
(Decrease) increase in other liabilities and payable to non-bank subsidiaries	(5,928		)	106,490			37,354
Total adjustments	(82,261		)	61,775			(3,877		)
Net cash provided by operating activities	79,364			211,277			154,017
Cash Flows From Investing Activities	—			—			—
Cash Flows From Financing Activities:
Repayments of long-term debt	—			(254,640		)	—
Additions to long-term debt	—			147,779			97,113
Net proceeds from issuance of common stock	16,167			10,607			8,201
Excess tax benefits from stock-based compensation	964			201			81
Dividends paid	(69,382		)	(65,361		)	(64,028		)
Acquisition of treasury stock	(18,545		)	(50,000		)	(175,255		)
Deferred accelerated stock repurchase payment	—			—			(20,000		)
Net cash used in financing activities	(70,796		)	(211,414		)	(153,888		)
Net Increase (Decrease) in Cash and Cash Equivalents	8,568			(137		)	129
Cash and Cash Equivalents at Beginning of Year	—			137			8
Cash and Cash Equivalents at End of Year	$	8,568		$	—		$	137