Philip Flynn - President and CEO Chris Niles - CFO John Hankerd - Chief Credit Officer.

Michael Young - SunTrust Robin Humphrey Emlen Harmon - JMP Securities Scott Siefers - Sandler O’Neill Chris McGrady - Keefe, Bruyette and Woods Incorporated Jared Shaw - Wells Fargo Securities Terry McEvoy - Stephens Incorporated.

Good afternoon, everyone and welcome to Associated Banc-Corp's Fourth Quarter and Full Year 2017 Earnings Conference Call. My name is Omar and I will be your operator today. At this time, all participants are in a listen-only mode. We will be conducting a question-and-answer session at the end of this conference.

Copies of the slides that will be referenced during today’s call are available on the company's Web site at investor.associatedbank.com. As a reminder, this conference call is being recorded.

As outlined on Slide 2, during the course of discussion today, 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 can cause Associated's actual results to differ materially from the information discussed today is readily available on the SEC Web site in the 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 call, please refer to the slide presentation and to Page 10 of 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 and welcome to our fourth quarter and full year 2017 earnings call. Joining me today are Chris Niles, our Chief Financial Officer; and John Hankerd, our Chief Credit Officer. On Slide 3, we have 2017 highlights. It's been a watershed year for regulatory and tax reform.

We are pleased to receive regulatory approval for the Bank Mutual transaction this week and we're optimistic about the benefit of tax reform to our customers, our shareholders and our colleagues.

Excluding the expenses related to the Tax Act, we reported earnings of $1.52 per common share, 2017 benefited from higher net interest income, improved efficiency, well-managed expenses and higher returns on capital. Our progress against our 2017 priorities is on the slide.

Average loans were up 5% from 2016 with growth driven by the companies on balance sheet mortgage retention strategy. We continued to grow our fee-based revenue year-over-year driven by brokerage and asset management activity and boosted by the acquisition of Whitnell. Total non-interest income decreased as expected on lower mortgage banking income.

We kept expense growth under 1% and we're able to improve our efficiency ratio by nearly 100 basis points from the prior year. We've now improved our efficiency ratio for six consecutive years. Lastly the credit environment remains strong contributing to our solid growth in year-over-year earnings and dividends.

On Slide 4, at the end of the year, the Tax Act was signed resulting in a number of immediate 2017 impacts and an improved tax outlook. For 2017, the company recorded $15 million of Tax Act related expenses primarily driven by a partial write-down of the company's deferred tax assets.

These expenses reduced reported GAAP earnings per share by $0.10 for the fourth quarter and full year. Looking forward, we believe the Tax Act lays the foundation for a lower effective tax rate. Our historical effective tax rate was approximately 30%.

Our outlook assumes a lower statutory tax rate of 21% smaller net benefits from tax exempt securities, BOLI and tax credit investments and the expectation of a number of new disallowances particularly FDIC insurance which will result in our corporate effective tax rate to be between 20% and 22%.

There are still a number of open implementation and accounting matters that will require clarification as such we may refine our estimates in future periods. 2017 loan details are highlighted on Slide five; average loans grew about 5% or $942 million from the prior year.

This year the company's growth was driven by on our balance sheet mortgage retention strategy. Residential mortgage has represented approximately 35% of our average total loan book at year end and over 70% of our on balance sheet mortgages or ARMs which generally repriced within three to seven years. We remain the largest mortgage lender in Wisconsin.

Commercial real estate lending increased 5% from the prior year driven by growth in our construction-related portfolios. Following the announced acquisition of Bank Mutual, the company began to moderate its commercial real estate loan growth as we expect to add over a $1 dollars of commercial real estate assets from Bank Mutual shortly.

CRE continues to account for nearly a quarter of our average total loans and is well-diversified by geography, property type and borrower. Our overall commercial and business lending portfolio had mixed results in 2017.

We saw a strong growth in our power and utilities and REIT businesses with both portfolios capturing market share growing customer accounts and increasing commitments year-over-year.

However, net pay downs on the legacy oil and gas book and a contraction in mortgage warehouse lending which was impacted by increased interest rates tempered this year's activity. Turning to general commercial loans, we have yet to see the pickup in activity that we've been expecting.

We continue to engage with customers extend commitments and proactively market. However, net commercial line utilization has continued to be soft. Our commercial and business lending portfolio accounts for 35% of our average total loans and manufacturing wholesale trade continue to be our largest industry exposures.

Loan details for the fourth quarter are highlighted on Slide 6. Average loans increased 4% from the year ago quarter, but outstandings modestly decreased from the end of the third quarter. Residential mortgages increased 3% from the prior quarter and that increase was primarily driven by ARM production activity.

Commercial real estate decreased 2% from the prior quarter as we continue to preposition the balance sheet for the Bank Mutual acquisition.

Commercial and business lending was down 2% from the prior quarter reflecting seasonality in both our general commercial and mortgage warehouse businesses and modest pay downs in the power and utilities portfolio.

Commercial and business line utilization dropped to 50% in the fourth quarter of 2016 and remained at approximately 50% utilization throughout 2017 down from the low to mid 50% range in the prior two years. In 2018, we anticipate to grow our loan portfolio on average in the mid-single digits and bond over $1 billion of net new loans.

In addition, we'll be adding approximately $2 billion of loans from the Bank Mutual acquisition. We highlight our annual deposit growth. On Slide 7, average deposits grew 4% or $918 million from a year ago. Net deposits and customer funding increased $2.2 billion or 12% from the prior year.

At year-end, the percentage of network transaction deposits to total deposits decreased to 11% the lowest percentage of total deposits in five years. In 2017, we saw a modest remixing in our deposit composition driven by higher interest rates. Savings and time deposits increased by $526 million or 18% from 2016.

During the back half of 2017, we shifted our funding mix away from network transaction deposits and toward time deposits. Interest bearing demand deposit accounts grew $544 million from prior year as customers start to participate in the rising rate environment. Conversely non-interest-bearing demand deposits decreased 2% percent from 2016.

Money market accounts decreased modestly also from 2016. We're pleased with the consistent growth in our corporate and commercial specialty deposits. Technology has allowed us to successfully service our commercial deposit customers in the way that's most convenient for them.

For the year, over 90% of our corporate banking customers deposit activity was executed via a lock box or remote deposit. Later in 2018, we expect to roll out an enhanced commercial deposit platform which will support further commercial deposit growth.

In addition, our consumer deposits have also seen healthy growth and are driven by our affinity programs which are proven to be an effective means of capturing low cost deposit balances. At year end, our affinity and related accounts represented over 40% of active personal checking accounts.

We remain committed to enhancing our multi-channel banking approach in 2018. We expect to deploy new online and mobile solutions early this year, which provide customers with enhanced features and capabilities. Deposit details for the fourth quarter are highlighted on Slide 8.

Average deposits of $22.2 billion were up 2% from the year ago quarter, but down 1% from the third quarter. At year end, our loan to deposit ratio was 91% compared to 92% from the year ago quarter and 94% in the third quarter. We remain committed to funding the majority of our organic loan growth with core deposits.

Overall, our deposit sources are balanced with our checking and savings accounts representing 50% of total deposits. We continue to optimize our funding mix and as I said shifted some of our network transaction deposits to time deposits over this past six months.

For 2018, we expect to maintain a loan deposit ratio under 100% with a seasonal high at the end of Q2. As a reminder, we expect to assume approximately $1.9 billion of deposits with the Bank Mutual acquisition. Turning to Slide 9, full year net interest income was $741 million up 5% or $34 million from 2016.

The growth in interest income was driven by $89 million of loan interest income principally offset by $61 million of funding costs reflecting the bank's overall asset sensitivity. The average yield on total commercial loans was 3.76% up 44 basis points from the prior year.

However, the expansion in loan yields was partially offset by more modest increases in the rising mortgage yields, which were only up 6 basis points year-over-year.

The average yield on total residential mortgages was 3.23%, while our LIBOR-based commercial loans typically have a six to eight week repricing leg, our adjustable rate mortgages largely reset over three to seven years.

Interest bearing deposit costs were up 24 basis points and we continue to see modest competitive pressure in deposit pricing within our markets. Taken together total loan yields increased 28 basis points, deposit costs increased 24 basis points contributing to a 2 basis point expansion in net interest margin.

We highlight fourth quarter net interest income and margin trends on Slide 10. The average yield on total commercial loans decreased 4 basis points to 3.89% for the quarter. This decline was driven by lower interest recoveries and mixed effects versus Q3.

With respect to mix, we note that shrinkage in our higher yielding general commercial loans was partially offset by growth in our REIT and power and utilities portfolios. The REIT and power and utility books are generally investment grade and have spreads that are sometimes 50 to 100 basis points lower than the general commercial credit portfolio.

The average yield on residential mortgage loans also decreased during the quarter driven by a higher level of repayments than anticipated.

As a reminder, our margin is negatively impacted in the month Fed rate increase occurs as such the December rate increase caused our network deposits to reprice against us during Q4, while the benefit to our LIBORs based loans won't be realized until this quarter.

For 2018, we expect an improving loan yield trend to be partially offset by impacts of the Tax Act on our investment portfolio leading to a modestly improving year-over-year net interest margin trend. Annual non-interest income is highlighted on Slide 11.

In 2017, total non-interest income of $333 million was down $20 million as we expected reflecting lower mortgage banking activity.

Fee-based revenue grew by $8 million from the prior year; growth was largely driven by higher brokerage and asset management fees reflecting the strength of the equity markets and the acquisition of Whitnell which increased assets under management and related run rate revenue.

Mortgage baking income decreased $19 million from the prior year due to the company's on balance sheet mortgage retention strategy and lower market volumes. For 2018, we expect total non-interest income including Bank Mutual to be between $360 million and $370 million with increasing year-over-year fee-based revenue.

Annual non-interest expense is highlighted on Slide 12. Total non-interest expense of $709 million increased less than 1% from 2016. And as I said, the efficiency ratio improved for the sixth consecutive year. Technology expense increased $6 million from 2016. Technology and equipment expenses currently represent about 12% of our annual expenditures.

We understand the importance of building out our digital presence and capabilities and we expect to continue to invest about 11% to 12% of our annual expenditures and solutions that will positively impact the customer experience and drive operational efficiency.

Outside of technology expense, all other expenses collectively increased only $1 million from 2016. In connection with the enactment of the Tax Act, the company recorded approximately $1 million in the fourth quarter of 2017 for a one-time bonus payments to our hourly non-commissioned employees.

On Slide 13, we summarized the annual credit quality transfer for the loan book. During 2017 we saw credit metrics improve across the portfolio with a noticeable improvement in oil and gas loans. Potential problem loans, non-accrual loans, net charge-offs all decreased from 2016.

Non-accruals decreased $67 million from 2016 primarily due to improvements in the oil and gas book. Outside of oil and gas, total non-accrual loans increased just $4 million from 2016. In total, non-accruals represent 1% of total loans at year-end.

Total net charge-offs for the year were $39 million down $26 million from 2016, full year net charge-offs to average loans decreased to 19 basis points from 33 in 2016 and our provision declined by $44 million from 2016. On January 23, the company announced, we'd received our final regulatory approval for the Bank Mutual acquisition.

We anticipate closing the transaction on February 1. As a reminder, the transaction is an all stock deal for the fixed exchange ratio of 0.422 shares of Associated common stock for each outstanding share Bank Mutual common stock. We expect to issue approximately 19.6 million shares Associated common in connection with this transaction.

Turning to the post closing timeline. We expect system conversion to occur in late June to early July followed by branch and system decommissioning to be completed during Q3. In total, we expect to consolidate 36 branches all of which are in Wisconsin. As previously announced, we anticipate $40 million in total restructuring costs.

We expect to incur between $25 million and $30 million of those charges in the first quarter with the remainder spread over the second and third quarters. In Q4, we expect to achieve our target cost savings of 45% and will be operating with a new combined non-interest expense run rate of between $190 million and $195 million.

Let me take a minute to walk you through our expense outlook. On Slide 15, we provided a build up from our 2017 actual expenses to 2018 baseline. This combines ours and Bank Mutual's run rate expenses and adjusts for Whitnell and one-time items recorded in 2017.

We would lay on top of that normal expense growth of approximately 1% percent, the impact of moving our colleagues minimum wage to $15. And then, take away from that some thing mutual savings in Q3 and a full quarter of realized cost savings in Q4 at the 45% announced savings level.

This will get you to roughly $780 annual expense or $195 million per quarter as we exit 2018. Total expenses for the year would also include estimated restructuring costs of $40 million which leads us to an expected total GAAP expense of approximately $820 million for 2018.

We would also like to talk for a moment about margin noting that we leave 2017 with a fourth quarter margin of 2.79%. We expect to benefit from 3 Fed rate increases and Bank Mutual's slightly higher loan yields. Together, we could expect to add 6 to 9 basis points as we move through 2018.

However, we also anticipate a modest fully tax equivalent margin adjustment on our municipal securities and loans which will reduce our margin as these tax advantages assets provide less grossed up benefits. As such we expect to see 3 to 6 basis points of net NIM expansion in our 2018 period.

In summary, on Slide 17, we'd like to summarize our 2018 outlook. The outlook reflects a stable to improving economy and the impact of corporate tax reform. The outlook assumes the closing of the Bank Mutual transaction on February 1.

We expect pro forma mid-single digit annual average loan growth on the combined portfolio and we expect to maintain the loan to deposit ratio under 100%. We expect a stable to improving NIM trend assuming additional Fed Reserve action to raise rates.

Non-interest income is expected to be between $360 million and $370 million with improving year-over-year fee-based revenue. Non-interest expense is expected to be approximately $820 million including $40 million of one-time restructuring costs in connection with the Bank Mutual transaction. We expect continued improvement in our efficiency ratio.

We expect the 2018 effective tax rate to be between 20% and 22%. We expect to continue to deploy capital through our stated priorities. We continue to target at CET-1 ratio within a range of 8% to 9.5%. Finally, the loan loss provision is expected to adjust with changes in risk grades other indications of credit quality and loan volumes.

So with that, thank you. And we'll open it up to your questions..

At this time, we would be conducting a question-and-answer session. [Operator Instructions] Our first question is from Michael Young, SunTrust Robin Humphrey. Please proceed with your question..

Hey, good evening..

Good evening, Michael..

Thanks for all the color on the outlook for 2018 very helpful and what can be a little bit confusing here. But I wanted to dig just a little deeper into the kind of $1 billion of organic growth that you expect next year, obviously resi being a big factor this year.

But, do you expect to return to kind of CRE growth next year or any other categories within the kind of the C&I buckets that you expect to be relatively stronger year-over-year?.

Yes. Thanks. We would expect proportionately that both CRE and C&I would provide more growth than they did this past year. The pipeline for commercial real estate is pretty attractive at the moment. Commercial, we really do expect the impact of the Tax Act to start to generate more activity amongst our commercial borrowers.

There's growing optimism out there and we would expect particularly as we get further into this year to see more activity there. With rising rates, we would expect the residential mortgage business to continue to moderate.

So overall, the billion-ish or so growth that we think should be proportionally more weighted towards C&I and CRE than resi mortgage as compared to this past year..

And thanks for that color. And then, I guess maybe hitting on the inorganic side, with the Bank Mutual deal closing February 1 and conversion maybe by kind of fall of this year.

Do you look back to the M&A market again to deploy some of the excess capital going into 2019 or how quickly [indiscernible] back in that market?.

Yes. So just to correct something you said we expect conversion actually in early summer not fall. So we've -- that timeline has moved a little bit from when we first announced the transaction. As far as M&A there's I think a favorable regulatory environment in place right now.

So, we will be open minded as we move through the year as we think about other opportunities..

Our next question is from Emlen Harmon, JMP Securities. Please proceed with your question..

Hey good evening, guys..

Good evening, Emlen..

Just in terms of tax reform should drive better profitability for you guys. I mean does it change your strategic thinking at all in terms of either potential investments as we go through this year.

And also just in terms of capital strategy whether maybe we see some more capital fall to those kind of those bottom buckets on your preferred uses of capital?.

Yes. So I mean that's a great question. You've seen us take a few opportunities already to deploy the improved bottom line that we're going to have. So we've taken some actions for our colleague base. We think that that's the appropriate thing to do. We know our customers are going to benefit; shareholders are going to benefit from increased net income.

And we will take a look at our capital deployment in relation to that. On top of that, we have a number of significant projects and investments that we're undertaking this year. We would have done these anyway, but the effect of the Tax Act makes these things even more attractive for us.

As I mentioned we have a significant conversion of our online and mobile platforms which will occur in the coming couple of months. We're going to be converting the commercial deposit platform toward the latter part of the year and in between we'll have the conversion of Bank Mutual.

So we've got a lot on our plates this year and the additional income that will come to the bottom line helps all of that..

Got it. Thanks. And then, give us a lot of color on your expectations for next year and I guess maybe I look at all of the guidance you provided for one wildcard would be kind of the credit costs you guys note obviously it's kind of going to have to adjust relative to the environment.

I mean is there anything on the horizon that you see coming that that could meaningfully change your kind of credit costs and how are you thinking about the provision, if the environment holds as it is today, how do you think about the provision trending through the year?.

Yes. So you just us provide zero in the fourth quarter. I would not recommend that you use that as a baseline. But not to be facetious, I think the oil and gas portfolio has significantly improved at this point. There is still a couple of transactions that could generate some losses. But they're fully reserved at this point.

So we think the oil and gas issues that we've lived with the last few years is essentially behind us. There is no other stress of any systemic or meaningful amount sitting in the portfolio today. That doesn't mean there aren't always a few bad credits or losses to take but there are no indications that credit quality is slipping anywhere.

So the combination of going into the start of it what appears to be a really benign credit environment will probably dictate that the provision will be driven much by loan growth as well as perhaps the unexpected that might pop-up. So it's a long way of saying I'm not going to put a number on it because we never really can do that.

But the outlook is awfully positive for credit quality as we sit today..

Got it. Thanks for taking the questions. Appreciate it..

Our next question is from Scott Siefers, Sandler O’Neill. Please proceed with your question..

Good afternoon, everybody..

Good afternoon, Scott..

Let's see, Phil or Chris, was just something you could expand upon your comments and I think probably Slide 10 is the best place to start just on the sequential decline in loan yields specifically in the commercial and resi mortgage. It sounds like that's nothing more than kind of the cumulative effect of mix shift.

But I just want to make sure there's nothing else going on in there, number one.

And then, number two, how long would that dynamic be expected to continue or is it transitory or something that that goes on for another quarter or two?.

Yes. So the resi mortgage drop was really driven by prepayments that was most of it. Commercial we had some interest recoveries in the third quarter, so that that drove some of that decline.

We don't think there's anything as we sit today systemic which will drive any of those yields down in fact that we should be benefiting as usual starting this quarter particularly on the commercial lines and the commercial real estate lines from the Fed increase we saw in February..

In December..

I'm sorry in December. I mean we will be seeing the benefit as we get into February. So yes, I don't think that there's a systemic issue there..

Okay. All right. Perfect. Thank you. And then, Chris just sort of a geography question on the unusual items.

So the each is small individually but with the exception of the one roughly $1 million in costs related to the compensation actions, is everything else in the tax line obviously the DTA, the $12 million DTA thing is, but the low income housing stuff and then that other accelerated write-off are those both also in the tax line or do they shop somewhere else?.

So 13 of the 15 are in the tax line. The compensation items are in the compensation items and the other one is the combination of other things..

Okay..

But 13 of the 15 are on the tax line and one is in the personal line..

All right. Perfect. Thank you guys very much..

Our next question is from Chris McGrady, Keefe, Bruyette and Woods Incorporated. Please proceed with your question..

Hi, good afternoon, and thanks for taking the question. I mean Chris maybe for you. Anything to do with the acquired investment portfolio from -- that's coming over or should we think in just -- add your 6.6 and they are roughly $0.5 billion, and you got to settle out around a $7 billion..

Obviously, we have an opportunity to consider options but at this point in time we're not communicating anything about our intentions?.

Okay..

Maybe the total will be about 7. The issue will be do we -- do we reorient their portfolio in some way and we are thinking that too..

Okay. So 7 is the right size. Okay, great.

Yes..

And then on the expenses, just to make sure I understand the guide, the 780 is that on an operating basis, the full year or is that suggesting just take the 195 for the fourth quarter and annualize it? I'm just trying to get....

So, we are doing both, so the 780 is the full year number on an operating basis, the 820 is the full year number for GAAP. It's also going to be about 190 to 195 in Q4 of 2018. So you'll be able to look at Q4 2018 and you'll be able to tell us we are on the right path..

Got it. Got it. And then, maybe one more on credit the drop in the potential problem loans, I might have missed in your prepared remarks, is that just oil and gas bookers or anything else that shouldn't permit? Thanks..

John Hankerd is here, our Chief Credit Officer, with mostly oil and gas..

Was mostly oil and gas, yes..

Yes..

Thanks Phil..

Our next question comes from Jared Shaw, Wells Fargo Securities. Please proceed with your question..

Hi, good evening..

Good evening, Jared..

Yes.

I guess on the deposit side as we go through and see the next round of rate hikes, what are your expectations for deposit beta there? And in terms of the mix shift, do you feel that we've sort of stabilized here or should we still expect to see I guess a continued trend towards time?.

So, first on the overall deposit betas. Deposit betas is generally for our core retail books have been benign and we don't necessarily see that shifting although we do see a competitive build up. Our anticipation is that as perhaps another couple of Fed actions take place we'll start to see that build a little more.

So built into our outlook is an expectation that there will be a little more responsiveness in retail in 2018. We haven't necessarily seen that yet, but that's certainly an expectation going into 2018.

With regard to the mix, we continue to see a mix out of pure DDA and into interest bearing on the consumer side out of DDA and money market and in that time we'll probably continue to see a little of that shift.

At the same time, as you're aware, we've been reducing our use of network deposits as core deposit growth has continued to be sort of available on a marketplace at a reasonable cost.

And so I think you'll see that mix is well balanced itself at least through the first quarter and into the second when we normally have our typical seasonal fall-off in deposits and then reversing itself back in the back half of the year..

Thanks.

And then, with the recovery here in oil prices what's your appetite for growing that portfolio with your improvement in asset quality as well?.

Yes. We have continued to be active oil and gas cylinders throughout the downturn, I think we've talked before that. In these kind of businesses you don't try to jump in and out of the market.

So out of the 56 credits that make up our loan portfolio, 22 of those are new since prices declined about half of our commitments and almost half of our outstandings are new since prices reset. So we continue to have a strong appetite and oil with a 6 in front of it is certainly helpful as far as generating activity in the oil patch..

In terms of looking at that as a percentage of the loan portfolio though so keeping pace with growth, the overall portfolio or could we see that picking up as a contributor?.

Well, as far as compared to the whole portfolio once we add Bank Mutual to it, it's going to fall as a percentage and by the end of the year, it was back to the same percentage with just Associated that would probably be surprising. So it is an overall percentage of the portfolio by the time we get to year-end.

It's probably where it is today or a little lower just because of the Bank Mutual acquisition..

Great. Thank you..

Our next question comes from Terry McEvoy, Stephens Incorporated. Please proceed with your question..

Hi, guys. Good evening..

Good evening, Terry..

Just start with the two questions on non-interest income. The up tick in the fourth quarter in the brokerage line, was there any one-time payments or seasonality within that business. And could you just talk about the outlook for 2018 specific to that line..

So there was no material one-time items, it was just a positive and equity market background and an opportunity for folks to do a lot of year-end thinking given on different things that drove probably some of the activity and contributed. And we would expect to see that continue on a buoyant path provided market conditions remain positive.

We would note down the asset management fees that was driven by the Whitnell acquisition, which is also benefiting from the market environment as well..

Sure.

And then, as a follow-up question, Phil, the branch count, the branch networks come down lot over the years, what's your thought on standalone Associated whether that number will continue to come down and whether any of those expense savings are built into forward projections?.

Yes. So the legacy Associated bank branch network has been pretty stable now for good couple of three years. So we did most of the heavy lifting in the past. With Bank Mutual of course, we are taking their 50-odd branches down by almost 2/3rds 60% and that will put us in good stead I think.

There is 12 new markets we will be entering across the state of Wisconsin with the Bank Mutual acquisition and we are comfortable with each of those locations.

One of the really great benefits of this because of Bank Mutual sitting inside of our footprint and as we consolidate these branches we are going to create an increasing number of large branches which of course become more efficient. We will have a significant number of $100 million plus footings branches, which is great for driving our efficiency..

And just one last one for Chris.

Any purchase accounting accretion on Slide 16 built into any of those expectations on the margin or NII?.

No. We haven't built any. We are in the process of going through the market and start within the credit mark as they would like to be a modestly negative interest rate mark and it's in our math we sort of take that in consideration, but that is not an explicit accretion expectation going into this..

Okay, great. Thank you..

Ladies and gentlemen, we have reached the end of the question-and-answer session. I would like to turn the call back to Philip Flynn for closing remarks..

Okay. Well, thank you for waiting all through that. I know its little complex. I hope that we provided you enough detail in the slides to be able to answer some of your questions. But, it's always -- please give us a call, if you have any additional questions. And thank you for your interest in Associated..

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation..