SUSQUEHANNA BANCSHARES INC - FORM 10-Q

SUSQUEHANNA BANCSHARES INC - FORM 10-Q - May 7, 2015

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EX-32 - EX-32 - SUSQUEHANNA BANCSHARES INC	d893066dex32.htm
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EX-31.2 - EX-31.2 - SUSQUEHANNA BANCSHARES INC	d893066dex312.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, 2015

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission File Number 001-33872

Susquehanna Bancshares, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Pennsylvania		23-2201716
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

26 North Cedar St., Lititz, Pennsylvania		17543
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (717) 626-4721

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of April 24, 2015, there were 182,316,890 shares of the registrant’s common stock outstanding, par value $2.00 per share.

SUSQUEHANNA BANCSHARES, INC.

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION			3

Item 1	Financial Statements (Unaudited)		3

Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014			3

Consolidated Statements of Income for the three months ended March 31, 2015 and 2014			4

Consolidated Statements of Comprehensive Income for the three months ended March 31, 2015 and 2014			5

Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014			6

Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2015 and 2014			7

Notes to Consolidated Financial Statements			8

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		49

Item 3	Quantitative and Qualitative Disclosures About Market Risk		67

Item 4	Controls and Procedures		70

PART II. OTHER INFORMATION			71

Item 1	Legal Proceedings		71

Item 1A	Risk Factors		72

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		72

Item 3	Defaults Upon Senior Securities		72

Item 4	Mine Safety Disclosures		72

Item 5	Other Information		72

Item 6	Exhibits		73

SIGNATURES			74

EXHIBIT INDEX			75

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

SUSQUEHANNA BANCSHARES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited)


	March 31, 2015			December 31, 2014
	(in thousands, except share data)
Assets
Cash and due from banks	$	446,797		$	506,304
Unrestricted short-term investments		34,183			37,149

Cash and cash equivalents		480,980			543,453
Interest-bearing deposits held by consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities		0			1,439
Restricted short-term investments		54,884			42,949
Securities available for sale		2,567,988			2,438,085
Restricted investment in bank stocks		115,370			115,570
Loans and leases, net of deferred costs and fees		13,487,951			13,455,046
Loans held by consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities		0			62,836
Less: Allowance for loan and lease losses		134,733			136,522

Net loans and leases		13,353,218			13,381,360

Premises and equipment, net		162,323			167,048
Other real estate and foreclosed assets		10,002			10,099
Accrued interest receivable		40,151			39,249
Bank-owned life insurance		447,659			446,676
Goodwill		1,275,439			1,275,439
Intangible assets with finite lives		24,240			25,575
Deferred income tax assets		7,012			7,648
Other assets		158,028			166,800

Total Assets	$	18,697,294		$	18,661,390

Liabilities and Shareholders’ Equity
Deposits:
Noninterest-bearing	$	2,019,931		$	1,964,510
Interest-bearing		11,745,374			11,757,333

Total deposits		13,765,305			13,721,843
Federal Home Loan Bank short-term borrowings		850,000			850,000
Other short-term borrowings		506,756			516,089
Federal Home Loan Bank long-term borrowings		61,674			63,449
Other long-term debt		175,214			175,217
Junior subordinated debentures		146,175			146,117
Long-term debt of consolidated variable interest entities for which creditors do not have recourse to Susquehanna’s general credit		0			30,570
Accrued interest, taxes, and expenses payable		66,791			85,075
Deferred income tax liabilities		153,556			133,932
Other liabilities		191,646			185,173

Total Liabilities		15,917,117			15,907,465

Shareholders’ equity:
Common stock, $2.00 par value, 400,000,000 shares authorized; Issued: 182,811,814 at March 31, 2015, and 182,591,930 at December 31, 2014		365,624			365,184
Treasury stock, at cost, 555,462 at March 31, 2015, and 553,295 at December 31, 2014		(5,599	)		(5,571	)
Additional paid-in capital		1,612,414			1,609,663
Retained earnings		838,109			825,471
Accumulated other comprehensive loss, net of taxes of $16,364 and $22,344, respectively		(30,371	)		(40,822	)

Total Shareholders’ Equity		2,780,177			2,753,925

Total Liabilities and Shareholders’ Equity	$	18,697,294		$	18,661,390

The accompanying notes are an integral part of these consolidated financial statements.

SUSQUEHANNA BANCSHARES, INC. AND SUBSIDIARIES

Consolidated Statements of Income (Unaudited)


	Three Months Ended March 31,
	2015			2014
	(in thousands, except per share data)
Interest Income:
Loans and leases, including fees	$	140,769		$	149,538
Securities:
Taxable		9,609			9,648
Tax-exempt		3,276			3,501
Dividends		3,421			1,765
Short-term investments		24			19

Total interest income		157,099			164,471


Interest Expense:
Deposits:
Interest-bearing demand and savings		5,338			3,962
Time		10,086			9,628
Federal Home Loan Bank short-term borrowings		4,544			4,621
Other short-term borrowings		1,984			2,100
Federal Home Loan Bank long-term borrowings		202			245
Other long-term debt		3,307			3,851

Total interest expense		25,461			24,407

Net interest income		131,638			140,064
Provision for loan and lease losses		5,799			6,000

Net interest income, after provision for loan and lease losses		125,839			134,064


Noninterest Income:
Service charges on deposit accounts		8,518			9,000
Vehicle origination and servicing fees		1,449			2,968
Wealth management commissions and fees		12,800			12,719
Commissions on property and casualty insurance sales		4,698			5,666
Other commissions and fees		5,638			5,035
Income from bank-owned life insurance		1,853			1,637
Mortgage banking revenue		2,887			2,410
Capital markets revenue		2,408			1,240
Net realized loss on sales of securities		(5	)		(8	)
Other		2,066			1,422

Total noninterest income		42,312			42,089


Noninterest Expense:
Salaries and employee benefits		67,165			65,581
Occupancy		13,970			13,847
Furniture and equipment		3,815			3,944
Professional and technology services		7,253			6,070
Advertising and marketing		2,720			3,576
FDIC insurance		4,757			5,121
Legal fees		1,537			1,527
Amortization of intangible assets		1,979			2,539
Vehicle lease disposal		2,914			2,251
Merger related		4,432			0
Other		16,048			18,576

Total noninterest expense		126,590			123,032


Income before income taxes		41,561			53,121
Provision for income taxes		12,536			15,959

Net Income	$	29,025		$	37,162

Earnings per common share:
Basic	$	0.16		$	0.20
Diluted	$	0.16		$	0.20
Cash dividends per common share	$	0.09		$	0.08
Average common shares outstanding:
Basic		182,140			187,455
Diluted		183,053			188,378

The accompanying notes are an integral part of these consolidated financial statements.

SUSQUEHANNA BANCSHARES, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Unaudited)


	Three Months Ended March 31,
	2015			2014
	(in thousands)

Net Income	$	29,025		$	37,162

Other comprehensive income:

Change in unrealized gain on securities available for sale		12,841			16,121
Tax effect and reclassification adjustment		(4,672	)		(5,807	)

		8,169			10,314


Non-credit-related unrealized loss on other-than-temporarily impaired securities		(72	)		0
Tax effect		26			0

		(46	)		0


Change in unrealized gain on cash flow hedges		3,662			4,100
Tax effect		(1,334	)		(1,497	)

		2,328			2,603


Changes in postretirement obligations		0			0
Tax effect		0			0

		0			0


Total other comprehensive income		10,451			12,917

Total comprehensive income	$	39,476		$	50,079

The accompanying notes are an integral part of these consolidated financial statements.

SUSQUEHANNA BANCSHARES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)


	Three Months Ended March 31,
	2015			2014
	(in thousands)
Cash Flows from Operating Activities:
Net income	$	29,025		$	37,162
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and accretion		13,736			19,540
Provision for loan and lease losses		5,799			6,000
Stock compensation expense		2,009			1,569
Realized loss on available-for-sale securities, net		5			8
Deferred income tax expense (benefit)		14,279			(445	)
Gain on sale of loans and leases		(3,499	)		(1,933	)
Loss (gain) on sale of foreclosed assets		78			(29	)
Gain on sale of fixed assets		(258	)		(53	)
Mortgage loans originated for sale		(96,780	)		(87,790	)
Proceeds from sale of mortgage loans originated for sale		91,341			92,557
Increase in cash surrender value of bank-owned life insurance		(1,659	)		(1,445	)
(Increase) decrease in accrued interest receivable		(902	)		96
Decrease in accrued interest payable		(1,660	)		(1,126	)
Decrease in accrued expenses and taxes payable		(16,624	)		(11,620	)
Other, net		17,827			14,996

Net cash provided by operating activities		52,717			67,487

Cash Flows from Investing Activities:
Net (increase) decrease in restricted short-term investments		(10,496	)		578
Activity in available-for-sale securities:
Sales		0			42
Maturities, repayments, and calls		126,734			87,667
Purchases		(248,347	)		0
Net decrease in restricted investment in bank stock		200			12,145
Net decrease (increase) in loans and leases originated for investment		27,091			(23,403	)
Proceeds from bank-owned life insurance		676			987
Proceeds from sale of foreclosed assets		1,362			6,727
Deletions (additions) to premises and equipment, net		710			(955	)

Net cash (used) provided by investing activities		(102,070	)		83,788

Cash Flows from Financing Activities:
Net increase in deposits		43,462			211,355
Net (decrease) increase in other short-term borrowings		(9,333	)		28,924
Net decrease in short-term FHLB borrowings		0			(300,000	)
Repayment of long-term FHLB borrowings		(1,443	)		(1,522	)
Repayment of long-term debt		(30,573	)		(4,759	)
Proceeds from issuance of common stock		1,182			1,164
Purchase of treasury stock		(28	)		(204	)
Cash dividends paid		(16,387	)		(14,996	)

Net cash used in financing activities		(13,120	)		(80,038	)

Net change in cash and cash equivalents		(62,473	)		71,237
Cash and cash equivalents at January 1		543,453			343,324

Cash and cash equivalents at March 31	$	480,980		$	414,561

Supplemental Disclosure of Cash Flow Information
Cash paid for interest on deposits and borrowings	$	27,121		$	25,532
Income tax (refunds) payments		(20,495	)		2,384
Supplemental Schedule of Noncash Activities
Real estate acquired in settlement of loans	$	1,887		$	3,549
Capitalized servicing rights		597			615

The accompanying notes are an integral part of these consolidated financial statements.

SUSQUEHANNA BANCSHARES, INC. AND SUBSIDIARIES

Consolidated Statements Of Changes In Shareholders’ Equity (Unaudited)

(In thousands, except share data)


	Shares of Common Stock		Common Stock		Treasury Stock			Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total
Balance at January 1, 2014		187,676,711	$	375,353	$	(2,531	)	$	1,652,116	$	744,215		$	(51,566	)	$	2,717,587
Total comprehensive income											37,162			12,917			50,079
Issuance of common stock and share-based awards under employee benefit plans		246,051		492		(204	)		2,241								2,529
Cash dividends paid on common stock ($0.08 per share)											(14,996	)					(14,996	)

Balance at March 31, 2014		187,922,762	$	375,845	$	(2,735	)	$	1,654,357	$	766,381		$	(38,649	)	$	2,755,199


Balance at January 1, 2015		182,591,930	$	365,184	$	(5,571	)	$	1,609,663	$	825,471		$	(40,822	)	$	2,753,925
Total comprehensive income											29,025			10,451			39,476
Issuance of common stock and share-based awards under employee benefit plans		219,884		440		(28	)		2,751								3,163
Cash dividends paid on common stock ($0.09 per share)											(16,387	)					(16,387	)

Balance at March 31, 2015		182,811,814	$	365,624	$	(5,599	)	$	1,612,414	$	838,109		$	(30,371	)	$	2,780,177

The accompanying notes are an integral part of these consolidated financial statements.

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

NOTE 1. Summary of Significant Accounting Policies

The information contained in this report is unaudited.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Certain prior-year amounts have been reclassified to conform to the current period. In the opinion of management, the information reflects all normal recurring adjustments necessary for a fair statement of results for the three months ended March 31, 2015 and 2014. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Operating results for the three-month period ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.

The accounting policies of Susquehanna Bancshares, Inc. and Subsidiaries (“Susquehanna”), as applied in the consolidated interim financial statements presented herein, are substantially the same as those followed on an annual basis as presented on pages 73 through 80 of Susquehanna’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported and contingent amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting periods. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan and lease losses; the fair value of financial instruments, such as loans, investment securities, and derivatives; measurement and assessment of goodwill and intangible assets; benefit plan obligations and expenses; and, income tax assets, liabilities and expenses.

Recently Adopted Accounting Guidance

In January 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-01, Investments – Equity Method and Joint Ventures (Topic 323) – Accounting for Investments in Qualified Affordable Housing Projects. This ASU provides guidance on accounting for investments by a reporting entity in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. ASU 2014-01 is effective for interim and annual reporting periods beginning after December 15, 2014. The adoption of this amendment on January 1, 2015 did not have a material impact on the financial condition or results of operations.

In January 2014, FASB issued ASU 2014-04, Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40) – Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. This ASU clarifies when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan should be derecognized and the real estate property recognized. ASU 2014-04 is effective for interim and annual reporting periods beginning after December 15, 2014. The adoption of this amendment on January 1, 2015 did not have a material impact on the financial condition or results of operations.

In August 2014, FASB issued ASU 2014-14, Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40) – Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure. This ASU provides guidance on classification of certain foreclosed mortgage loans held by creditors that are either fully or partially guaranteed under government programs. ASU 2014-14 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. The adoption of this amendment on January 1, 2015, using a prospective transition method applied to foreclosures after adoption, did not have a material impact on the financial condition or results of operations.

Recently Issued Accounting Guidance

In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This guidance supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Accounting Standards Codification. The guidance requires an entity to recognize revenue to depict the

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016. The adoption of this amendment is not expected to have a material impact on the financial condition or results of operations.

In August 2014, FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This ASU provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. The adoption of this amendment is not expected to have a material impact on the financial condition or results of operations.

In January 2015, FASB issued ASU 2015-01, Income Statement – Extraordinary and Unusual Items (Subtopic 225-20) – Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This ASU eliminates from U.S. GAAP the concept of extraordinary items. ASU 2015-01 is effective for interim and annual reporting periods beginning after December 15, 2015. The adoption of this amendment is not expected to have a material impact on the financial condition or results of operations.

In February 2015, FASB issued ASU 2015-02, Consolidation (Topic 810) – Amendments to the Consolidation Analysis. This ASU amends the analysis methodology that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2015. The adoption of this amendment is not expected to have a material impact on the financial condition or results of operations.

In April 2015, FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30) – Simplifying the Presentation of Debt Issuance Costs. This ASU requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, in the same manner as debt discounts or premiums. ASU 2015-03 is effective for interim and annual reporting periods beginning after December 15, 2015, with retrospective application of the change to all periods presented in the financial statements. The adoption of this amendment is not expected to have a material impact on the financial condition or results of operations.

2. Business Combinations

BB&T Corporation

On November 11, 2014 Susquehanna and BB&T Corporation (“BB&T”) entered into an agreement and plan of merger (the “Merger Agreement”) under which BB&T will acquire Susquehanna in a stock and cash transaction. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Susquehanna will merge with and into BB&T, with BB&T as the surviving corporation in the merger. Immediately following the Merger, Susquehanna’s wholly owned subsidiary, Susquehanna Bank, will merge with and into BB&T’s wholly owned bank subsidiary, Branch Banking and Trust Company, with Branch Banking and Trust Company as the surviving corporation in the bank merger (the “Bank Merger”). The Merger Agreement was unanimously approved by the Board of Directors of each of BB&T and Susquehanna, and by the necessary majority of Susquehanna’s shareholders.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the merger, Susquehanna shareholders will have the right to receive (i) 0.253 shares of BB&T common stock, par value $5.00 per share, and (ii) $4.05 in cash, for each share of Susquehanna common stock, par value $2.00 per share.

The completion of the Merger is subject to customary conditions, including, among others, (1) authorization for listing on the New York Stock Exchange of the shares of BB&T common stock to be issued in the merger, (2) the absence of any order, injunction or other legal restraint preventing the completion of the Merger or the Bank Merger or making the consummation of the Merger illegal, and (3) the receipt of required regulatory approvals, including the approval of the Federal Reserve Board and the Federal Deposit Insurance Corporation. Each party’s obligation to complete the merger is also subject to certain additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (ii) performance in all material respects by the other party of its obligations under the Merger Agreement and (iii) receipt by such party of an opinion from its counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

A summary of merger related expenses for the three months ended March 31, 2015 included in the consolidated statements of income follows:


	2015
Investment banking fees	$	3,000
Legal		413
All other		1,019

	$	4,432

There were no merger related expenses for the three months ended March 31, 2014.

NOTE 3. Investment Securities

The amortized cost and fair values of investment securities at March 31, 2015 and December 31, 2014 were as follows:


At March 31, 2015	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale:
U.S. Government agencies	$	78,640	$	390	$	0	$	79,030
Obligations of states and political subdivisions		355,854		22,786		20		378,620
Agency residential mortgage-backed securities		2,020,128		26,214		3,390		2,042,952
Non-agency residential mortgage-backed securities		229		0		4		225
Commercial mortgage-backed securities		5,668		56		0		5,724
Other structured financial products		24,239		0		13,198		11,041
Other debt securities		24,110		994		347		24,757

		2,508,868		50,440		16,959		2,542,349
Other equity securities		24,799		1,801		961		25,639

Total available-for-sale securities	$	2,533,667	$	52,241	$	17,920	$	2,567,988


At December 31, 2014	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale:
U.S. Government agencies	$	93,666	$	141	$	48	$	93,759
Obligations of states and political subdivisions		366,258		22,544		292		388,510
Agency residential mortgage-backed securities		1,877,692		18,315		7,267		1,888,740
Non-agency residential mortgage-backed securities		235		0		4		231
Commercial mortgage-backed securities		5,679		76		0		5,755
Other structured financial products		24,215		0		12,486		11,729
Other debt securities		24,095		787		451		24,431

		2,391,840		41,863		20,548		2,413,155
Other equity securities		24,694		1,125		889		24,930

Total available-for-sale securities	$	2,416,534	$	42,988	$	21,437	$	2,438,085

At March 31, 2015 and December 31, 2014, investment securities with carrying values of $1,290,518 and $1,363,582, respectively, were pledged to secure public funds and for other purposes as required by law.

The amortized cost and fair value of U.S. Government agencies, obligations of states and political subdivisions, agency and non-agency residential mortgage-backed securities, commercial mortgage-backed securities, other structured financial products, other debt securities, and residential and commercial mortgage-backed securities, at March 31, 2015 and December 31, 2014, by contractual maturity, are shown below. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)


	March 31, 2015				December 31, 2014
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Securities available for sale:
Within one year	$	13,176	$	13,302	$	33,893	$	34,113
After one year but within five years		143,295		147,898		118,891		121,455
After five years but within ten years		1,000,479		1,020,889		1,051,026		1,064,835
After ten years		1,351,918		1,360,260		1,188,030		1,192,752

Total	$	2,508,868	$	2,542,349	$	2,391,840	$	2,413,155

Gross realized gains and gross realized losses on investment securities transactions are summarized below. These gains and losses were recognized using the specific identification method and were included in noninterest income.


	Available-for-sale Securities
	Three Months Ended March 31,
	2015			2014
Gross gains	$	26		$	25
Gross losses		(31	)		(33	)
Other-than-temporary impairment		0			0

Net gains	$	(5	)	$	(8	)

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

The following table presents Susquehanna’s investments’ gross unrealized losses and the corresponding fair values by investment category and length of time that the securities have been in a continuous unrealized loss position, at March 31, 2015 and December 31, 2014.


	Less than 12 Months				12 Months or More				Total
March 31, 2015	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. Government agencies	$	0	$	0	$	0	$	0	$	0	$	0
Obligations of states and political subdivisions		8,138		20		0		0		8,138		20
Agency residential mortgage-backed securities		189,160		425		170,712		2,965		359,872		3,390
Non-agency residential mortgage-backed securities		0		0		205		4		205		4
Other structured financial products		0		0		11,041		13,198		11,041		13,198
Other debt securities		1,690		142		5,060		205		6,750		347
Other equity securities		0		0		1,505		961		1,505		961

	$	198,988	$	587	$	188,523	$	17,333	$	387,511	$	17,920


	Less than 12 Months				12 Months or More				Total
December 31, 2014	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. Government agencies	$	35,041	$	32	$	1,984	$	16	$	37,025	$	48
Obligations of states and political subdivisions		3,955		9		30,360		283		34,315		292
Agency residential mortgage-backed securities		344,292		1,467		253,801		5,800		598,093		7,267
Non-agency residential mortgage-backed securities		0		0		208		4		208		4
Other structured financial products		0		0		11,729		12,486		11,729		12,486
Other debt securities		1,720		109		4,914		342		6,634		451
Other equity securities		0		0		1,577		889		1,577		889

	$	385,008	$	1,617	$	304,573	$	19,820	$	689,581	$	21,437

Other structured financial products. Susquehanna’s structured financial product investments are comprised of four pooled trust preferred securities which have an aggregate unrealized loss of $13,198 and $13,619 at March 31, 2015 and 2014, respectively. All of these securities are below investment grade but are of a more senior tranche of the specific issue. Susquehanna has contracted with a third party financial advisory firm (“third party firm”) to assist in its valuation and other-than-temporary impairment analysis of its structured financial product investments. In addition to the valuation work performed by the third party firm, management of Susquehanna considered Section 619 of the Dodd-Frank Act (commonly referred to as the “Volcker Rule”). Specifically, Susquehanna considered the interim final rule published by federal regulatory agencies on January 14, 2014, which indicated Susquehanna’s trust preferred securities will remain permissible holdings under the Volcker Rule.

Management has assisted with the development of, and performed a detailed review of the critical assumptions. The review of the inputs for the valuation of the pooled trust preferred securities is performed by the Susquehanna Corporate Investment Committee (“CIC”). Key aspects reviewed by CIC include the detail on non-performing financial institutions within the pools of trust preferred securities, the probability of default of the underlying institutions within the pools, the discount rate, trades of similar securities and indexes, and the weighting given to market indications. Susquehanna management believes that the valuation analysis and methodology reasonably supports the value and projected performance of the specific trust preferred securities. Management believes this valuation methodology presents an appropriate approach in the determination of other-than-temporary impairment charges in accordance with U.S. GAAP.

Using publicly available financial information, the third party firm’s valuation analysis compares the present value of the expected base cash flows with the amortized cost basis of the trust preferred securities to determine whether Susquehanna expects to receive the entire amortized cost basis of such securities. To make this comparison, the third party firm evaluates two scenarios consisting of three phases each. The two scenarios are: (1) the first dollar loss scenario, and, (2) the expected or forecasted scenario. The three phases associated with each scenario are production of cash flows, application of the cash flows to the percent owned, and assessment of any other-than-temporary impairment.

To determine expected cash flows, the valuation analysis considers credit default rates, call options and deferrals, waterfall structure, and covenants relating to the trust preferred securities. The trust indenture documentation and the trustee reports for each specific trust preferred security issuance provides information regarding deferral rights, call options, various triggers (including over-collateralization triggers), and waterfall structure, which management believes is essential in determining projected base cash flows. The third party firm determines short-term default risk using ratios, including the Texas ratio, that relate to the issuers, capitalization, asset quality, profitability, and liquidity. To determine longer term default probabilities, the third party firm uses an internal scoring approach that relies on key historical financial performance ratios. Management believes that future cash flows for these securities are reasonably developed and supported.

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

If a collateral security is in default at the assessment date, a recovery rate specific to the issuer of the collateral security is incorporated into the expected cash flows with a twenty-four month lag in timing of receipt of those expected cash flows. The third party firm calculates a terminal default rate based upon certain key financial ratios of the active issuers in the security to all FDIC insured bank institutions. The active issuers of the collateral securities are summarized as a weighted average based on issue size according to status of deferral and default assumption. To enhance the analysis, the third party firm calculates the standard deviation across the issuers for each ratio and removes any issuer that falls more than three standard deviations above or below the average for that ratio. No recovery is incorporated into the expected cash flows for any issuers that exceed the terminal default rate. For issuers currently making interest payments and for those currently deferring interest payments, Susquehanna makes an estimate using publicly available financial information as to the likelihood and timing of any default, after which the estimated cash flow reflects a recovery rate specific to the issuer. Issuers of collateral securities that are currently deferring interest payments and not expected to default are assumed to continue to defer interest payments for twenty quarters, the full contractually permitted deferral, from the period of initial deferral.

In considering the amount and timing of expected cash flows on the pooled trust preferred securities, management considers the right of the issuers of the securities underlying the pooled trust preferred securities to call those collateral securities. Management assesses any projected exercise of the call option, incorporating changes in economic and market conditions and the impact of any change in timing of expected cash flows in the measurement of fair value and other-than-temporary impairment.

The discount rate applied to the projected cash flows for the specific class is calculated using a spread to the current swap curve. The swap curve gives a market participant perspective of the term structure of interest rates and on credit spreads. The determination of the discount rate used in Susquehanna’s valuation is based upon the referenced swap curve plus an additional credit spread based upon the credit rating of the class. Lower rated classes would have a wider implied credit spread. These multiple discount rates are then applied to the estimated cash flows in determining the estimated present value.

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

The present value of the expected cash flows for Susquehanna’s specific class and subordinate classes, as well as additional information about the pooled trust preferred securities, are included in the following tables.


As of March 31, 2015	Pooled Trust #1			Pooled Trust #2			Pooled Trust #3			Pooled Trust #4
Recorded investment	$	3,000		$	6,830		$	7,659		$	6,750
Fair value		1,121			3,745			4,259			1,916

Unrealized loss	$	(1,879	)	$	(3,085	)	$	(3,400	)	$	(4,834	)

Class		B			B			B			A2L
Class face value	$	35,000		$	56,182		$	83,862		$	45,500
Present value of expected cash flows for class noted above and all subordinated classes ⁽¹⁾	$	175,039		$	160,780		$	318,431		$	162,454
Lowest credit rating assigned		D			B3			B1			Ca
Original collateral	$	623,984		$	501,470		$	700,535		$	487,680
Performing collateral		368,882			306,814			485,061			254,464
Actual defaults		29,500			55,580			29,000			73,500
Actual deferrals		20,000			67,430			45,650			80,580
Projected future defaults		44,071			41,201			41,466			34,301
Actual defaults as a % of original collateral		4.7	%		11.1	%		4.1	%		15.1	%
Actual deferrals as a % of original collateral ⁽²⁾		3.2	%		13.5	%		6.5	%		16.5	%

Actual defaults and deferrals as a % of original collateral		7.9	%		24.6	%		10.6	%		31.6	%

Projected future defaults as a % of original collateral ⁽³⁾		7.1	%		8.2	%		5.9	%		7.0	%
Actual institutions deferring and defaulted as a % of total institutions		11.9	%		28.8	%		19.0	%		38.7	%
Projected future defaults as a % of performing collateral plus deferrals		11.3	%		11.0	%		7.8	%		10.2	%

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)


As of March 31, 2014	Pooled Trust #1			Pooled Trust #2			Pooled Trust #3			Pooled Trust #4
Recorded investment	$	3,000		$	7,177		$	8,111		$	6,750
Fair value		1,104			3,793			4,142			2,380

Unrealized loss	$	(1,896	)	$	(3,384	)	$	(3,969	)	$	(4,370	)

Class		B			B			B			A2L
Class face value	$	35,000		$	59,724		$	89,652		$	45,500
Present value of expected cash flows for class noted above and all subordinated classes ⁽¹⁾	$	190,364		$	200,462		$	327,975		$	160,914
Lowest credit rating assigned		D			Ca			Caa2			Ca
Original collateral	$	623,984		$	501,470		$	700,535		$	487,680
Performing collateral		393,342			318,814			476,546			255,600
Actual defaults		47,400			51,580			44,000			73,500
Actual deferrals		28,500			79,430			77,650			93,080
Projected future defaults		24,970			42,179			41,438			34,065
Actual defaults as a % of original collateral		7.6	%		10.3	%		6.3	%		15.1	%
Actual deferrals as a % of original collateral ⁽²⁾		4.6	%		15.8	%		11.1	%		19.1	%

Actual defaults and deferrals as a % of original collateral		12.2	%		26.1	%		17.4	%		34.2	%

Projected future defaults as a % of original collateral ⁽³⁾		4.0	%		8.4	%		5.9	%		7.0	%
Actual institutions deferring and defaulted as a % of total institutions		16.9	%		31.5	%		21.9	%		40.6	%
Projected future defaults as a % of performing collateral plus deferrals		5.9	%		10.6	%		7.5	%		9.8	%

⁽¹⁾

Susquehanna determines whether it expects to recover the entire amortized cost basis by comparing the present value of the expected cash flows to be collected with the recorded investment. As of March 31, 2015 and 2014, the present value of the current estimated cash flows is equal to or greater than the recorded investment of the trust preferred securities held. Consequently, there is no credit-related other-than-temporary impairment required to be recognized.

⁽²⁾

Includes current interest deferrals for the quarter for those institutions deferring as of the date of the assessment of the other-than-temporary impairment. Current deferrals are assumed to continue for twenty quarters, the full contractually permitted deferral period, if the institutions are not projected to default prior to that time.

⁽³⁾

Includes those institutions that are performing but are not projected to continue to perform and includes those institutions that are currently deferring interest that are projected to default, based upon third-party proprietary valuation methodology used to determine future defaults. Creditworthiness of each underlying issue in the collateralized debt obligation is determined using publicly available data.

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

NOTE 4. Loans and Leases

Originated loans and leases is defined to exclude loans purchased in business combinations since September 30, 2011, and purchased loans and leases is defined to include those loans and leases excluded from the definition of originated loans.

Loans and Leases, Net of Deferred Costs and Fees


	March 31, 2015		December 31, 2014
Commercial, financial, and agricultural	$	2,438,733	$	2,430,532
Real estate - construction		788,639		788,261
Real estate secured - residential		4,148,908		4,194,738
Real estate secured - commercial		3,938,798		3,991,379
Consumer		781,083		752,975
Leases		1,391,790		1,359,997

Total loans and leases	$	13,487,951	$	13,517,882


Originated loans and leases	$	12,197,767	$	12,172,914
Purchased loans and leases		1,290,184		1,344,968

Total loans and leases	$	13,487,951	$	13,517,882


Nonaccrual loans and leases	$	89,333	$	97,697
Loans and leases contractually past due 90 days and still accruing		3,506		8,487
Troubled debt restructurings		47,850		46,856
Deferred origination costs, net of fees		16,553		15,045
All overdrawn deposit accounts, reclassified as loans and evaluated for collectability		2,844		3,025

A summary of our net investment in direct lease financing is presented below.

Net Investment in Direct Financing Leases


	March 31, 2015			December 31, 2014
Minimum lease payments receivable	$	669,260		$	661,980
Estimated guaranteed residual value of leases		805,401			781,676
Unearned income under lease contracts		(82,871	)		(83,659	)

Total leases	$	1,391,790		$	1,359,997

Susquehanna monitors the credit quality of its commercial loan portfolio using internal risk ratings. These risk ratings are consistent with established regulatory guidance. Loans with a Pass rating represent those not considered a problem credit. Special mention loans are those that have a potential weakness deserving management’s careful attention. Substandard loans are those where a well-defined weakness has been identified that may put the complete receipt of contractual cash flows at risk. Substandard loans are placed in nonaccrual status when Susquehanna believes it is no longer probable it will collect all contractual cash flows.

Susquehanna reviews the loan gradings on an annual basis or at any time management becomes aware of the potential for not collecting all contractual cash flows. Significant credits with ratings of special mention or substandard, and associated with a relationship greater than $5.0 million, are reviewed quarterly by management.

Susquehanna monitors the credit quality of its retail loan portfolio based primarily on delinquency status, which is the primary factor considered in determining whether a retail loan should be classified as nonaccrual.

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

The following tables present Susquehanna’s credit quality indicators by internally assigned grading and by payment activity at March 31, 2015 and December 31, 2014.

Credit Quality Indicators, at March 31, 2015

Commercial Credit Exposure

Credit-risk Profile by Internally Assigned Grade


	Commercial		Real Estate - Construction ⁽¹⁾		Real Estate - Secured - Commercial ⁽²⁾		Total Commercial Credit Exposure
Originated loans and leases
Grade:
Pass ⁽³⁾	$	2,255,075	$	596,988	$	3,688,271	$	6,540,334
Special mention ⁽⁴⁾		27,161		26,465		180,297		233,923
Substandard ⁽⁵⁾		59,352		20,763		159,556		239,671

Total	$	2,341,588	$	644,216	$	4,028,124	$	7,013,928

Purchased loans and leases
Grade:
Pass ⁽³⁾	$	90,317	$	35,050	$	644,486	$	769,853
Special mention ⁽⁴⁾		2,527		4,228		28,240		34,995
Substandard ⁽⁵⁾		4,301		10,478		63,163		77,942

Total	$	97,145	$	49,756	$	735,889	$	882,790

Total loans and leases
Grade:
Pass ⁽³⁾	$	2,345,392	$	632,038	$	4,332,757	$	7,310,187
Special mention ⁽⁴⁾		29,688		30,693		208,537		268,918
Substandard ⁽⁵⁾		63,653		31,241		222,719		317,613

Total	$	2,438,733	$	693,972	$	4,764,013	$	7,896,718

Other Credit Exposure

Credit-risk Profile based on Payment Activity


	Real Estate - Secured - Residential		Consumer		Leases		Total Other Credit Exposure
Originated loans and leases
Performing	$	2,997,158	$	776,050	$	1,390,570	$	5,163,778
Nonperforming ⁽⁶⁾		18,642		199		1,220		20,061

Total	$	3,015,800	$	776,249	$	1,391,790	$	5,183,839


Purchased loans and leases
Performing	$	396,057	$	4,834	$	0	$	400,891
Nonperforming ⁽⁶⁾		6,503		0		0		6,503

Total	$	402,560	$	4,834	$	0	$	407,394


Total loans and leases
Performing	$	3,393,215	$	780,884	$	1,390,570	$	5,564,669
Nonperforming ⁽⁶⁾		25,145		199		1,220		26,564

Total	$	3,418,360	$	781,083	$	1,391,790	$	5,591,233

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

Credit Quality Indicators, at December 31, 2014

Commercial Credit Exposure

Credit-risk Profile by Internally Assigned Grade


	Commercial		Real Estate - Construction ⁽¹⁾		Real Estate - Secured - Commercial ⁽²⁾		Total Commercial Credit Exposure
Originated loans and leases
Grade:
Pass ⁽³⁾	$	2,228,587	$	592,214	$	3,746,121	$	6,566,922
Special mention ⁽⁴⁾		42,254		19,758		143,435		205,447
Substandard ⁽⁵⁾		60,212		23,096		162,034		245,342

Total	$	2,331,053	$	635,068	$	4,051,590	$	7,017,711

Purchased loans and leases
Grade:
Pass ⁽³⁾	$	92,388	$	37,055	$	666,281	$	795,724
Special mention ⁽⁴⁾		2,839		4,873		30,465		38,177
Substandard ⁽⁵⁾		4,252		11,134		70,343		85,729

Total	$	99,479	$	53,062	$	767,089	$	919,630

Total loans and leases
Grade:
Pass ⁽³⁾	$	2,320,975	$	629,269	$	4,412,402	$	7,362,646
Special mention ⁽⁴⁾		45,093		24,631		173,900		243,624
Substandard ⁽⁵⁾		64,464		34,230		232,377		331,071

Total	$	2,430,532	$	688,130	$	4,818,679	$	7,937,341

Other Credit Exposure

Credit-risk Profile based on Payment Activity


	Real Estate - Secured - Residential		Consumer		Leases		Total Other Credit Exposure
Originated loans and leases
Performing	$	3,027,003	$	747,675	$	1,359,343	$	5,134,021
Nonperforming ⁽⁶⁾		20,411		117		654		21,182

Total	$	3,047,414	$	747,792	$	1,359,997	$	5,155,203


Purchased loans and leases
Performing	$	412,608	$	5,183	$	0	$	417,791
Nonperforming ⁽⁶⁾		7,547		0		0		7,547

Total	$	420,155	$	5,183	$	0	$	425,338


Total loans and leases
Performing	$	3,439,611	$	752,858	$	1,359,343	$	5,551,812
Nonperforming ⁽⁶⁾		27,958		117		654		28,729

Total	$	3,467,569	$	752,975	$	1,359,997	$	5,580,541

⁽¹⁾	Includes only construction loans granted to commercial customers. Construction loans for individuals are included in Real Estate – Secured – Residential, below.

⁽²⁾	Includes loans obtained for commercial purposes that are also secured by residential real estate.

⁽³⁾	Includes loans identified as having acceptable risk, which are loans for which the possibility of loss is considered unlikely.

⁽⁴⁾	Includes loans considered potentially weak; however, no loss of principal or interest is anticipated.

⁽⁵⁾	Includes loans that are inadequately protected by the current net-worth and paying capacity of the borrower or by the collateral pledged, if any. Loss of principal or interest is considered reasonably possible or likely.

⁽⁶⁾	Includes loans that are on nonaccrual status or past due ninety days or more.

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

The following tables detail the age analysis of Susquehanna’s past due financing receivables as of March 31, 2015 and December 31, 2014.

Age Analysis of Past Due Financing Receivables, as of March 31, 2015

Financing Receivables that are Accruing


	30-59 Days Past Due		60-89 Days Past Due		90 Days and Greater		Total Past Due		Current		Total Financing Receivables
Commercial	$	2,451	$	339	$	0	$	2,790	$	2,414,194	$	2,416,984
Real estate - construction		5,661		1,532		178		7,371		774,729		782,100
Real estate secured - residential		25,211		3,230		3,009		31,450		4,092,038		4,123,488
Real estate secured - commercial		1,880		649		104		2,633		3,901,744		3,904,377
Consumer		8,210		372		165		8,747		772,302		781,049
Leases		5,384		101		50		5,535		1,385,085		1,390,620

Total	$	48,797	$	6,223	$	3,506	$	58,526	$	13,340,092	$	13,398,618


Originated loans and leases	$	46,356	$	4,506	$	3,039	$	53,901	$	12,062,922	$	12,116,823
Purchased loans and leases		2,441		1,717		467		4,625		1,277,170		1,281,795

Total	$	48,797	$	6,223	$	3,506	$	58,526	$	13,340,092	$	13,398,618

Financing Receivables that are Nonaccruing


	30-59 Days Past Due		60-89 Days Past Due		90 Days and Greater		Total Past Due		Current		Total Financing Receivables
Commercial	$	99	$	211	$	15,995	$	16,305	$	5,444	$	21,749
Real estate - construction		17		0		3,260		3,277		3,262		6,539
Real estate secured - residential		1,030		2,495		15,542		19,067		6,353		25,420
Real estate secured - commercial		1,084		89		23,789		24,962		9,459		34,421
Consumer		0		0		0		0		34		34
Leases		0		370		125		495		675		1,170

Total	$	2,230	$	3,165	$	58,711	$	64,106	$	25,227	$	89,333


Originated loans and leases	$	1,688	$	2,653	$	53,518	$	57,859	$	23,085	$	80,944
Purchased loans and leases		542		512		5,193		6,247		2,142		8,389

Total	$	2,230	$	3,165	$	58,711	$	64,106	$	25,227	$	89,333

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

Age Analysis of Past Due Financing Receivables, as of December 31, 2014

Financing Receivables that are Accruing


	30-59 Days Past Due		60-89 Days Past Due		90 Days and Greater		Total Past Due		Current		Total Financing Receivables
Commercial	$	3,556	$	1,178	$	772	$	5,506	$	2,401,633	$	2,407,139
Real estate - construction		360		0		163		523		780,906		781,429
Real estate secured - residential		21,629		4,795		7,239		33,663		4,139,217		4,172,880
Real estate secured - commercial		1,320		900		177		2,397		3,944,002		3,946,399
Consumer		6,946		568		80		7,594		745,344		752,938
Leases		5,641		130		57		5,828		1,353,572		1,359,400

Total	$	39,452	$	7,571	$	8,488	$	55,511	$	13,364,674	$	13,420,185


Originated loans and leases	$	34,873	$	5,946	$	7,592	$	48,411	$	12,038,317	$	12,086,728
Purchased loans and leases		4,579		1,625		896		7,100		1,326,357		1,333,457

Total	$	39,452	$	7,571	$	8,488	$	55,511	$	13,364,674	$	13,420,185

Financing Receivables that are Nonaccruing


	30-59 Days Past Due		60-89 Days Past Due		90 Days and Greater		Total Past Due		Current		Total Financing Receivables
Commercial	$	6,144	$	1,392	$	11,894	$	19,430	$	3,963	$	23,393
Real estate - construction		3,751		0		2,764		6,515		317		6,832
Real estate secured - residential		1,070		364		15,160		16,594		5,264		21,858
Real estate secured - commercial		3,631		1,408		26,732		31,771		13,209		44,980
Consumer		8		0		0		8		29		37
Leases		0		13		39		52		545		597

Total	$	14,604	$	3,177	$	56,589	$	74,370	$	23,327	$	97,697


Originated loans and leases	$	12,696	$	3,177	$	49,970	$	65,843	$	20,343	$	86,186
Purchased loans and leases		1,908		0		6,619		8,527		2,984		11,511

Total	$	14,604	$	3,177	$	56,589	$	74,370	$	23,327	$	97,697

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

The following tables provide information about Susquehanna’s impaired loans, including principal balance, recorded investment, and related specific allowance amounts at the dates indicated. Loans with no specific allowance for loan losses have adequate collateral securing their carrying value and in some circumstances have been charged down to their current carrying value based on the fair value of the collateral less selling costs.

Impaired Loans at March 31, 2015


	Unpaid Principal Balance		Recorded Investment in Impaired Loans			Related Charge-offs		Related Specific Allowance		Average Recorded Investment in Impaired Loans ⁽²⁾		Interest Income Recognized
Impaired loans without a related reserve:
Commercial, financial, and agricultural	$	11,815	$	10,640		$	1,175			$	11,632	$	120
Real estate - construction		6,970		6,970			0				3,658		15
Real estate secured - residential		16,948		16,295			653				16,462		165
Real estate secured - commercial		107,598		92,992			14,606				91,599		1,115
Consumer		0		0			0				0		0

Total impaired loans without a related reserve		143,331		126,897	⁽¹⁾		16,434				123,351		1,415

Impaired loans with a related reserve:
Commercial, financial, and agricultural		17,018		15,119			1,899	$	7,282		17,628		63
Real estate - construction		8,094		2,998			5,096		599		3,022		39
Real estate secured - residential		23,441		21,857			1,584		1,017		21,719		243
Real estate secured - commercial		23,816		12,766			11,050		4,214		13,195		163
Consumer		972		944			28		7		959		17

Total impaired loans with a related reserve		73,341		53,684			19,657		13,119		56,523		525

Total impaired loans:
Commercial, financial, and agricultural		28,833		25,759			3,074		7,282		29,260		183
Real estate - construction		15,064		9,968			5,096		599		6,680		54
Real estate secured - residential		40,389		38,152			2,237		1,017		38,181		408
Real estate secured - commercial		131,414		105,758			25,656		4,214		104,794		1,278
Consumer		972		944			28		7		959		17

Total impaired loans	$	216,672	$	180,581		$	36,091	$	13,119	$	179,874	$	1,940


Impaired loans without a related reserve:
Originated loans and leases	$	61,947	$	46,318		$	15,629			$	46,054	$	446
Purchased loans and leases		81,384		80,579			805				77,297		969

Total impaired loans without a related reserve		143,331		126,897			16,434				123,351		1,415

Impaired loans with a related reserve:
Originated loans and leases		68,575		49,523			19,052	$	12,793		52,418		476
Purchased loans and leases		4,766		4,161			605		326		4,105		49

Total impaired loans with a related reserve		73,341		53,684			19,657		13,119		56,523		525

Total impaired loans:
Originated loans and leases		130,522		95,841			34,681		12,793		98,472		922
Purchased loans and leases ⁽³⁾		86,150		84,740			1,410		326		81,402		1,018

Total impaired loans	$	216,672	$	180,581		$	36,091	$	13,119	$	179,874	$	1,940

⁽¹⁾	$37,203 of the $126,897 total impaired loans without a related reserve represents loans that had been written down to the fair value of the underlying collateral adjusted for selling costs through direct charge-offs of $16,434.

⁽²⁾	Average recorded investment in impaired loans is calculated on a quarterly basis using daily balances.

⁽³⁾	$4,161 of the $84,740 purchased impaired loans were subsequently impaired after being acquired.

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

Impaired Loans at December 31, 2014


	Unpaid Principal Balance		Recorded Investment in Impaired Loans			Related Charge-offs		Related Specific Allowance		Average Recorded Investment in Impaired Loans ⁽²⁾		Interest Income Recognized
Impaired loans without a related reserve:
Commercial, financial, and agricultural	$	14,993	$	14,939		$	54			$	15,292	$	173
Real estate - construction		7,278		7,278			0				7,176		52
Real estate secured - residential		20,897		20,654			243				20,678		210
Real estate secured - commercial		132,135		103,897			28,238				104,348		1,484
Consumer		0		0			0				0		0

Total impaired loans without a related reserve		175,303		146,768	⁽¹⁾		28,535				147,494		1,919

Impaired loans with a related reserve:
Commercial, financial, and agricultural		16,227		14,320			1,907	$	8,314		15,206		279
Real estate - construction		8,127		3,042			5,085		646		3,088		41
Real estate secured - residential		24,147		22,430			1,717		888		22,644		348
Real estate secured - commercial		9,621		8,007			1,614		1,854		8,794		158
Consumer		991		991			0		8		1,023		20

Total impaired loans with a related reserve		59,113		48,790			10,323		11,710		50,755		846

Total impaired loans:
Commercial, financial, and agricultural		31,220		29,259			1,961		8,314		30,498		452
Real estate - construction		15,405		10,320			5,085		646		10,264		93
Real estate secured - residential		45,044		43,084			1,960		888		43,321		558
Real estate secured - commercial		141,756		111,904			29,852		1,854		113,142		1,642
Consumer		991		991			0		8		1,023		20

Total impaired loans	$	234,416	$	195,558		$	38,858	$	11,710	$	198,248	$	2,765


Impaired loans without a related reserve:
Originated loans and leases	$	86,209	$	59,642		$	26,567			$	61,090	$	821
Purchased loans and leases		89,094		87,126			1,968				86,404		1,098

Total impaired loans without a related reserve		175,303		146,768			28,535				147,494		1,919

Impaired loans with a related reserve:
Originated loans and leases		52,042		42,770			9,272	$	10,920		44,838		694
Purchased loans and leases		7,071		6,020			1,051		790		5,917		152

Total impaired loans with a related reserve		59,113		48,790			10,323		11,710		50,755		846

Total impaired loans:
Originated loans and leases		138,251		102,412			35,839		10,920		105,928		1,515
Purchased loans and leases ⁽³⁾		96,165		93,146			3,019		790		92,320		1,250

Total impaired loans	$	234,416	$	195,558		$	38,858	$	11,710	$	198,248	$	2,765

⁽¹⁾	$41,751 of the $146,768 total impaired loans without a related reserve represents loans that had been written down to the fair value of the underlying collateral adjusted for selling costs through direct charge-offs of $28,535.

⁽²⁾	Average recorded investment in impaired loans is calculated on a quarterly basis using daily balances.

⁽³⁾	$6,020 of the $93,146 purchased impaired loans were subsequently impaired after being acquired.

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

The following table presents Troubled Debt Restructurings (TDRs), by class segment:


	March 31, 2015			December 31, 2014
Commercial, financial, and agricultural	$	4,534		$	4,816
Real estate - construction		1,221			315
Real estate secured - residential		16,036			20,534
Real estate secured - commercial		25,120			20,227
Consumer		939			964

Total performing TDRs		47,850			46,856
Nonperforming TDRs ⁽¹⁾		13,543			15,404

Total TDRs	$	61,393		$	62,260


Performing TDRs		78	%		75	%
Nonperforming TDRs		22	%		25	%

⁽¹⁾	These loans are included in the 90 day past due and nonaccrual categories.

The following table provides detail of TDR balance and activity for the periods presented:


	Three months ended March 31,
	2015			2014
Performing TDRs, beginning of period	$	46,856		$	72,133
New restructurings as TDRs		11,988			870
Repayments and payoffs		(276	)		(439	)
Charge-offs after restructuring		(6	)		(415	)
Transfer to nonaccrual, past due 90 days or greater, non-performing TDRs		(64	)		(4,440	)
Transfer out of TDR status ⁽¹⁾		(10,460	)		(28,154	)
Other, net ⁽²⁾		(188	)		0

Performing TDRs, end of period	$	47,850		$	39,555


Non-performing TDRs ⁽³⁾, end of period	$	13,543		$	20,884


Performing TDRs		78	%		65	%
Non-performing TDRs		22	%		35	%

⁽¹⁾	Loans that have performed in accordance with the renegotiated terms for a minimum of six consecutive months with payments, and at the time of renegotiation the loan’s interest rate represented a then current market interest rate for a loan of similar risk.

⁽²⁾	Includes $188 of loans sold in 2015.

⁽³⁾	Included in Age Analysis of Past Due Financing Receivables.

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

The following tables present Susquehanna’s loan modification activities that were considered troubled debt restructurings for the three month periods ended March 31, 2015 and 2014.


	Recorded Investment
					Post-		Financial Effect of Modification
			Pre-Modification		Modification		Financial Effect of Modification
	Number of		Recorded		Recorded		Recorded
Three months ended March 31, 2015	Loans		Investment		Investment		Investment⁽¹⁾		Interest ⁽²⁾
Troubled Debt Restructurings
Commercial, financial, and agricultural
Bankruptcies and maturity date extensions		1	$	9	$	9	$	0	$	0
Combination of modification types		0		0		0		0		0
Real estate - construction
Bankruptcies and maturity date extensions		0		0		0		0		0
Combination of modification types		3		909		909		0		(110	)
Real estate secured - residential
Bankruptcies and maturity date extensions		19		1,784		1,784		0		0
Combination of modification types		5		619		619		0		(11	)
Real estate secured - commercial
Bankruptcies and maturity date extensions		0		0		0		0		0
Combination of modification types		6		8,474		8,474		0		(1,063	)
Consumer
Bankruptcies and maturity date extensions		8		87		87		0		0
Combination of modification types		1		106		106		0		0

Total		43	$	11,988	$	11,988	$	0	$	(1,184	)


Originated loans and leases		39	$	11,532	$	11,532	$	0	$	(1,193	)
Purchased loans and leases		4		456		456		0		9

Total		43	$	11,988	$	11,988	$	0	$	(1,184	)

⁽¹⁾	Financial effects impacting the recorded investment include principal payments, advances, charge-offs, and capitalized past-due amounts.

⁽²⁾	Represents the present value of interest rate concessions discounted at the effective rate of the original loan.


	Number of Loans		Recorded Investment
Troubled Debt Restructurings that Subsequently Defaulted during the current period
Commercial, financial, and agricultural		0	$	0
Real estate - construction		0		0
Real estate secured - residential		1		54
Real estate secured - commercial		0		0
Consumer		2		3

Total		3	$	57


Originated loans and leases		3	$	57
Purchased loans and leases		0		0

Total		3	$	57

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)


	Recorded Investment
					Post-		Financial Effect of Modification
			Pre-Modification		Modification		Financial Effect of Modification
	Number of		Recorded		Recorded		Recorded
Three months ended March 31, 2014	Loans		Investment		Investment		Investment⁽¹⁾		Interest ⁽²⁾
Troubled Debt Restructurings
Commercial, financial, and agricultural
Bankruptcies and maturity date extensions		6	$	102	$	102	$	0	$	0
Combination of modification types		0		0		0		0		0
Real estate - construction
Bankruptcies and maturity date extensions		0		0		0		0		0
Combination of modification types		0		0		0		0		0
Real estate secured - residential
Bankruptcies and maturity date extensions		6		450		450		0		0
Combination of modification types		3		307		307		0		(16	)
Real estate secured - commercial
Bankruptcies and maturity date extensions		0		0		0		0		0
Combination of modification types		0		0		0		0		0
Consumer
Bankruptcies and maturity date extensions		2		11		11		0		0
Combination of modification types		0		0		0		0		0

Total		17	$	870	$	870	$	0	$	(16	)


Originated loans and leases		16	$	804	$	804	$	0	$	(16	)
Purchased loans and leases		1		66		66		0		0

Total		17	$	870	$	870	$	0	$	(16	)

⁽¹⁾	Financial effects impacting the recorded investment include principal payments, advances, charge-offs, and capitalized past-due amounts.

⁽²⁾	Represents the present value of interest rate concessions discounted at the effective rate of the original loan.


	Number of Loans		Recorded Investment
Troubled Debt Restructurings that Subsequently Defaulted during the current period
Commercial, financial, and agricultural		8	$	1,029
Real estate - construction		0		0
Real estate secured - residential		6		218
Real estate secured - commercial		4		2,599
Consumer		15		123

Total		33	$	3,969


Originated loans and leases		30	$	1,443
Purchased loans and leases		3		2,526

Total		33	$	3,969

At March 31, 2015 and December 31, 2014, Susquehanna had a recorded investment in foreclosed residential real estate property of $5.6 million and $5.5 million, respectively, classified in “Other real estate and foreclosed assets” on the consolidated balance sheets. In addition, Susquehanna had a recorded investment, at March 31, 2015 and December 31, 2014, of $9.7 million and $11.4 million, respectively, of residential real estate properties in the process of foreclosure.

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

The unpaid principal balance and the related carrying amount of acquired loans are as follows:


	March 31, 2015		December 31, 2014
Credit impaired purchased loans evaluated individually for incurred credit losses
Unpaid principal balance	$	101,100	$	112,266
Carrying amount		84,741		93,146

Other purchased loans evaluated collectively for incurred credit losses
Unpaid principal balance		1,202,097		1,248,776
Carrying amount		1,205,444		1,251,822

Total purchased loans
Unpaid principal balance		1,303,197		1,361,042
Carrying amount		1,290,185		1,344,968

The changes in the accretable discount related to the purchased credit impaired loans are as follows:


	Three Months Ended March 31,
	2015			2014
Balance - beginning of period	$	39,204		$	46,219
Accretion recognized during the period		(2,315	)		(3,161	)

Balance - end of period	$	36,889		$	43,058

NOTE 5. Allowance for Loan and Lease Losses

In establishing the allowance for credit losses, Susquehanna estimates losses attributable to specific impaired credits identified through the credit review processes and also estimates losses inherent in other loans and leases on a collective basis. For purposes of determining the level of the allowance for credit losses, Susquehanna evaluates its loan and lease portfolio by loan type. The losses provisioned for in Susquehanna’s allowance for loan loss is determined through a loan by loan analysis of larger balance commercial and commercial real estate loans that show signs of credit deterioration and by applying loss factors to groups of loan balances based on loan type and management’s classification of such loans under the Susquehanna’s loan grading system, adjusted for qualitative considerations. In determining the allowance for credit losses, Susquehanna utilizes an internal loan grading system for its commercial portfolio. The internal loan gradings are monitored by Susquehanna’s loan review department. Additionally, loans that are part of a relationship of over $1.0 million and have a rating of substandard, special mention, and pass that are on the company’s watch list, are reviewed on a quarterly basis at Susquehanna’s Loan Quality Review Committee. Factors considered at the Loan Quality Review meetings include the financial statements of the borrower, the borrower’s global cash flow, guarantees, and underlying collateral valuations.

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

An analysis of the allowance for loan and lease losses for the three months ended March 31, 2015 and 2014 are presented in the following tables:


	Three Months Ended March 31, 2015
	Commercial			Real Estate - Construction			Real Estate Secured - Residential			Real Estate Secured - Commercial			Consumer			Leases			Unallocated		Total
Allowance for credit losses:
Balance at January 1, 2015	$	49,006		$	10,968		$	19,740		$	41,769		$	1,225		$	12,730		$	1,084	$	136,522
Charge-offs		(5,332	)		(268	)		(3,226	)		(1,498	)		(643	)		(1,230	)		0		(12,197	)
Recoveries		1,211			233			308			1,720			224			913			0		4,609
Provision		6,193			(2,288	)		3,006			(2,464	)		323			745			284		5,799

Balance at March 31, 2015	$	51,078		$	8,645		$	19,828		$	39,527		$	1,129		$	13,158		$	1,368	$	134,733


Balance at March 31, 2015
Individually evaluated for impairment:
Originated loans and leases	$	7,117		$	600		$	856		$	4,214		$	7		$	0				$	12,794
Purchased loans and leases		164			0			161			0			0			0					325

Total	$	7,281		$	600		$	1,017		$	4,214		$	7		$	0				$	13,119


Collectively evaluated for impairment:
Originated loans and leases	$	43,797		$	8,045		$	18,811		$	35,313		$	1,122		$	13,158		$	1,368	$	121,614
Purchased loans and leases		0			0			0			0			0			0			0		0

Total	$	43,797		$	8,045		$	18,811		$	35,313		$	1,122		$	13,158		$	1,368	$	121,614


Financing receivables:
Balance at March 31, 2015	$	2,438,733		$	788,639		$	4,148,908		$	3,938,798		$	781,083		$	1,391,790				$	13,487,951


Balance at March 31, 2015
Individually evaluated for impairment:
Originated loans and leases	$	21,118		$	3,066		$	19,523		$	51,190		$	944		$	0				$	95,841
Purchased loans and leases		4,640			6,903			18,629			54,568			0			0					84,740

Total	$	25,758		$	9,969		$	38,152		$	105,758		$	944		$	0				$	180,581


Collectively evaluated for impairment:
Originated loans and leases	$	2,301,898		$	735,657		$	3,610,085		$	3,287,191		$	775,305		$	1,391,790				$	12,101,926
Purchased loans and leases		111,077			43,013			500,671			545,849			4,834			0					1,205,444

Total	$	2,412,975		$	778,670		$	4,110,756		$	3,833,040		$	780,139		$	1,391,790				$	13,307,370

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)


	Three Months Ended March 31, 2014
	Commercial			Real Estate - Construction			Real Estate Secured - Residential			Real Estate Secured - Commercial			Consumer			Leases			Unallocated		Total
Allowance for credit losses:
Balance at January 1, 2014	$	40,590		$	26,189		$	24,076		$	48,261		$	2,266		$	15,259		$	967	$	157,608
Charge-offs		(4,514	)		(291	)		(3,830	)		(2,607	)		(1,238	)		(920	)		0		(13,400	)
Recoveries		1,332			382			1,034			473			383			338			0		3,942
Provision		10,608			(4,562	)		798			(1,641	)		686			111			0		6,000

Balance at March 31, 2014	$	48,016		$	21,718		$	22,078		$	44,486		$	2,097		$	14,788		$	967	$	154,150


Balance at March 31, 2014
Individually evaluated for impairment:
Originated loans and leases	$	10,356		$	875		$	2,284		$	793		$	120		$	0				$	14,428
Purchased loans and leases		26			0			395			1,305			1			0					1,727

Total	$	10,382		$	875		$	2,679		$	2,098		$	121		$	0				$	16,155


Collectively evaluated for impairment:
Originated loans and leases	$	37,634		$	20,843		$	19,399		$	42,388		$	1,976		$	14,788		$	967	$	137,995
Purchased loans and leases		0			0			0			0			0			0			0		0

Total	$	37,634		$	20,843		$	19,399		$	42,388		$	1,976		$	14,788		$	967	$	137,995


Financing receivables:
Balance at March 31, 2014	$	2,411,851		$	714,291		$	4,178,505		$	4,041,989		$	955,577		$	1,273,082				$	13,575,295


Balance at March 31, 2014
Individually evaluated for impairment:
Originated loans and leases	$	22,192		$	6,301		$	23,669		$	42,239		$	1,108		$	0				$	95,509
Purchased loans and leases		10,395			10,821			20,786			75,055			14			0					117,071

Total	$	32,587		$	17,122		$	44,455		$	117,294		$	1,122		$	0				$	212,580


Collectively evaluated for impairment:
Originated loans and leases	$	2,244,677		$	645,380		$	3,535,917		$	3,251,428		$	948,025		$	1,273,082				$	11,898,509
Purchased loans and leases		134,587			51,789			598,133			673,267			6,430			0					1,464,206

Total	$	2,379,264		$	697,169		$	4,134,050		$	3,924,695		$	954,455		$	1,273,082				$	13,362,715

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

NOTE 6. Goodwill

Goodwill is allocated to Susquehanna’s reporting units at the date the goodwill is initially recorded. Once goodwill has been allocated to the reporting units, it generally no longer retains its identification with a particular acquisition, but instead becomes identified with the reporting unit as a whole. As a result, all of the fair value of each reporting unit is available to support the value of goodwill allocated to the unit. Goodwill impairment testing is performed at the reporting unit level, one level below the business segment.

The goodwill impairment analysis is done in two steps. The first step requires a comparison of the fair value of the individual reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit is in excess of the carrying value, the related goodwill is considered not to be impaired and no further analysis is necessary. If the carrying value of the reporting unit exceeds the fair value, there is an indication of potential impairment and a second step of testing is performed to measure the amount of impairment, if any, for the reporting unit.

Susquehanna assesses goodwill for impairment on an annual basis, or more often if events or circumstances indicate that goodwill may be impaired. This assessment requires significant judgment and analysis.

Susquehanna performed its annual goodwill impairment assessments in the second quarter of 2014 and determined that the fair value of each of its reporting units exceeded its book value, and that there was no goodwill impairment.

Bank Reporting Unit

Goodwill assigned to the bank reporting unit at the annual assessment date of May 31, 2014 was $1,165,200. Fair value of the bank reporting unit was determined using a market approach, which uses prices and other relevant information reported for market transactions involving recent non-distressed sales of comparable financial institutions in the United States, with particular consideration given to transactions within Susquehanna’s market, to value the bank reporting unit. The following table shows the ratios used at May 31, 2014.


	Annual
Ratio	May 31, 2014
Price to book		1.48x
Price to tangible book		1.70x
Price to earnings ⁽¹⁾		20.5x

⁽¹⁾	Last twelve months earnings.

Fair value of the bank reporting unit exceeded carrying value by 25.4% at May 31, 2014. Since the fair value of the reporting unit is in excess of the carrying value, the related goodwill is considered not to be impaired and the second step in the analysis is unnecessary.

Wealth Management Reporting Unit

Goodwill assigned to the wealth management reporting unit at the annual assessment date of May 31, 2014 was $82,746. Fair value of the wealth management reporting unit was determined utilizing the market approach and the income approach. The market approach measures the fair value of the reporting unit using transaction multiples reported for market transactions involving comparable wealth management business. The income approach measures the fair value of the reporting unit by converting the reporting unit’s future earnings over ten years, assuming a weighted increase in the reporting unit’s revenues and a weighted increase in the reporting unit’s expenses, to a single present (discounted) amount, based on a discount rate. The following table shows the factors used in the income approach at May 31, 2014.


	Annual
Factors	May 31, 2014
Discount rate		19.5	%
Weighted-average increase in revenues		4.2	%
Weighted-average increase in expenses		4.7	%

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

Fair value of the wealth management reporting unit exceeded carrying value by 51.5% at May 31, 2014. Since the fair value of the reporting unit is in excess of the carrying value, the related goodwill is considered not to be impaired and the second step in the analysis is unnecessary.

Property and Casualty Insurance Reporting Unit

Goodwill assigned to the property and casualty insurance reporting unit at the annual assessment date of May 31, 2014 was $17,177. Fair value of the property and casualty insurance reporting unit was determined using the market approach, which measures the fair value of the reporting unit using recent sales of comparable property and casualty insurance companies in Susquehanna’s market. Susquehanna uses two key ratios to measure the fair value of the property and casualty insurance reporting unit: average price to book and median price to earnings. The following table shows the ratios used at May 31, 2014.


	Annual
Ratio	May 31, 2014
Average price to book		1.34X
Median price to earnings		21.1X

Fair value of the property and casualty insurance reporting unit exceeded carrying value by 25.6% at May 31, 2014. Since the fair value of the reporting unit is in excess of the carrying value, the related goodwill is considered not to be impaired and the second step in the analysis is not required.

NOTE 7. Deposits

Deposits consisted of the following at March 31, 2015 and December 31, 2014:


	March 31, 2015		December 31, 2014
Noninterest-bearing:
Demand	$	2,019,931	$	1,964,510
Interest-bearing:
Interest-bearing demand		6,734,761		6,678,209
Savings		1,199,154		1,143,596
Time		2,160,417		2,179,647
Time of $100 or more		1,651,042		1,755,881

Total deposits	$	13,765,305	$	13,721,843

NOTE 8. Income Taxes

Our effective income tax rate for the three months ended March 31, 2015 and 2014 was 30.1% and 30.0%, respectively. The estimated annual effective income tax rates used in calculating the income tax expense for the reporting periods ended March 31, 2015 and 2014 were impacted by the level of permanent differences, including tax-advantaged income, and by qualified affordable housing and other tax credits, resulting in effective income tax rates below statutory rates for the interim reporting periods. The change in the estimated annual effective income tax rates used to calculate income tax expense was influenced by the amount of tax-advantaged income relative to total income for the first quarter of 2015, as compared to the amount of tax-advantaged income relative to total income for the first quarter of 2014, and by the tax rate impact of adoption of the proportional amortization method of accounting for investments in qualified affordable housing, effective January 1, 2015. In prior periods this amortization expense was classified in “Other” within Noninterest expense. Additionally, adjustments for income tax expense/(benefit) from discrete items recorded for the three months ended March 31, 2015 and 2014 impacted the effective income tax rate by 0.0% and (0.4%), respectively.

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

Susquehanna receives federal tax credits as a limited liability investor in limited liability entities, investing in qualified affordable housing projects. Credits are earned over a 15-year period but are claimed over an accelerated 10-year time frame, beginning in the year the project is placed in service and as units are occupied. At March 31, 2015 and December 31, 2014, these investments totaled $9.3 million and $9.5 million, respectively, and were included in “Other assets” on the consolidated balance sheets. For the quarter ended March 31, 2015, Susquehanna recognized less than $0.1 million net tax benefit in affordable housing tax credits and other tax benefits from these investments as a component of the provision for income taxes, such benefits being net of $0.3 million of expenses recognized under the proportional amortization method of accounting adopted during the quarter. The nature and amount of these credits and expenses are immaterial, and therefore the adoption of the proportional amortization method of accounting has not been retrospectively applied. For the quarter ended March 31, 2014, $0.2 million tax benefit of such credits was included in the provision for income taxes and $0.2 million of qualified affordable housing investment amortization expense was included in noninterest expenses in the consolidated statements of income. At March 31, 2015, Susquehanna has a remaining commitment of $1.9 million to invest in a qualified affordable housing project.

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

NOTE 9. Accumulated Other Comprehensive Loss

The balances and changes in balances by component of accumulated other comprehensive income (loss) (AOCI”) are shown in the following tables:


	Unrealized Gains (Losses) on Investment Securities						Unrealized Gains (Losses) on Cash Flow			Post- Retirement			Accumulated Other Comprehensive
	With OTTI			All other			Hedges			Benefits			Loss
Balance, January 1, 2015	$	(279	)	$	14,285		$	(10,200	)	$	(44,628	)	$	(40,822	)
AOCI before reclassifications, net of tax		(46	)		8,166			(1,246	)		0			6,874
Amounts reclassified from AOCI:
Interest expense		0			0			5,499			0			5,499
Net realized loss on sales and impairment of securities		0			5			0			0			5

Total before income taxes		0			5			5,499			0			5,504
Less: Income taxes		0			(2	)		(1,925	)		0			(1,927	)

Net of income taxes		0			3			3,574			0			3,577

Net change in AOCI		(46	)		8,169			2,328			0			10,451

Balance, March 31, 2015	$	(325	)	$	22,454		$	(7,872	)	$	(44,628	)	$	(30,371	)


Balance, January 1, 2014	$	(279	)	$	(7,195	)	$	(21,683	)	$	(22,409	)	$	(51,566	)
AOCI before reclassifications, net of tax		0			10,309			(903	)		0			9,406
Amounts reclassified from AOCI:
Interest expense		0			0			5,394			0			5,394
Net realized loss on sales and impairment of securities		0			8			0			0			8

Total before income taxes		0			8			5,394			0			5,402
Less: Income taxes		0			(3	)		(1,888	)		0			(1,891	)

Net of income taxes		0			5			3,506			0			3,511

Net change in AOCI		0			10,314			2,603			0			12,917

Balance, March 31, 2014	$	(279	)	$	3,119		$	(19,080	)	$	(22,409	)	$	(38,649	)

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

NOTE 10. Pension and Other Postretirement Benefits

Components of Net Periodic Benefit Cost


	Three Months Ended March 31,
	Pension Benefits						SERP				Other Postretirement Benefits
	2015			2014			2015		2014		2015		2014
Service cost	$	0		$	0		$	85	$	72	$	340	$	317
Interest cost		1,928			1,923			127		123		232		246
Expected return on plan assets		(2,352	)		(2,336	)		0		0		0		0
Amortization of prior service cost		0			0			47		36		24		29
Amortization of net actuarial loss		327			120			88		28		0		0

Net periodic postretirement benefit cost	$	(97	)	$	(293	)	$	347	$	259	$	596	$	592

Employer Contributions

Susquehanna previously disclosed in its financial statements for the year ended December 31, 2014, that it expected to contribute $717 to its pension plans and $744 to its other postretirement benefit plan in 2015. As of March 31, 2015, $179 of contributions had been made to its pension plans, and $186 of contributions had been made to its other postretirement benefit plan. Susquehanna anticipates contributing an additional $538 to fund its pension plans in 2015, for a total of $717, and an additional $558 to it other postretirement benefit plan, for a total of $744.

NOTE 11. Earnings per Common Share (“EPS”)

The following tables set forth the calculation of basic and diluted EPS for the three-month periods ended March 31, 2015 and 2014.


	Three Months Ended March 31,
Basic earnings per common share	2015		2014
Net income applicable to common shareholders	$	29,025	$	37,162
Average common shares outstanding		182,140		187,455
Basic earnings per common share	$	0.16	$	0.20

	Three Months Ended March 31,
Diluted earnings per common share	2015		2014
Net income available to common shareholders	$	29,025	$	37,162
Average common shares outstanding		182,140		187,455
Dilutive potential common shares		913		923

Total diluted average common shares outstanding		183,053		188,378

Diluted earnings per common share	$	0.16	$	0.20

For the three months ended March 31, 2015 and 2014, average options to purchase 1,154 and 1,233 shares, respectively, were outstanding but were not included in the computation of diluted EPS because the options’ common stock equivalents were antidilutive.

NOTE 12. Derivative Financial Instruments

Risk Management Objective of Using Derivatives

Susquehanna is exposed to certain risks arising from both its business operations and economic conditions. Susquehanna manages economic risk exposures, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

duration of its assets and liabilities and through the use of derivative financial instruments. Susquehanna enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are impacted by changes in interest rates. Susquehanna’s derivative financial instruments are used to manage differences in the amount, timing, and duration of its known or expected cash payments principally those related to certain variable-rate liabilities. Susquehanna also has derivatives that are a result of a service it provides to certain qualifying customers. Susquehanna manages a matched book with respect to its derivative instruments offered as a part of this service to its customers in order to minimize its interest rate risk resulting from such transactions. All derivatives are recorded at fair value.

Derivatives may expose Susquehanna to market, credit or liquidity risks in excess of the amounts recorded on the consolidated balance sheets. Market risk of a derivative is the exposure created by potential fluctuations in interest rates and other factors and is a function of the type of derivative, the tenor and terms of the agreement, and the underlying volatility. Credit risk is the exposure to loss in the event of nonperformance by the other party to the transaction where the value of any collateral held is not adequate to cover such losses. Liquidity risk is the potential exposure that arises when the size of the derivative position may not be able to be rapidly adjusted in periods of high volatility and financial stress at a reasonable cost.

All freestanding derivatives are recorded on the balance sheet at fair value.

Cash Flow Hedges of Interest Rate Risk

Susquehanna uses interest rate derivatives to manage its exposure to interest rate movements and add stability to interest income and expense. Susquehanna primarily uses interest rate swaps as part of its interest rate risk management strategy. For example, Susquehanna may issue variable-rate debt and then enter into a receive-variable pay-fixed-rate interest rate swap with the same payment timing and notional amount to convert the interest payments to a net fixed-rate basis for all or a portion of the term of the long-term debt. As of March 31, 2015, December 31, 2014, and March 31, 2014, Susquehanna had 12, 13, and 13 interest rate swaps, respectively, for each period, with an aggregate notional amount of $1,100,000, $1,114,571, and $1,119,613, respectively, that were designated as cash flow hedges of interest-rate risk.

Susquehanna applies hedge accounting to certain interest rate derivatives entered into for risk management purposes. To qualify for hedge accounting, a derivative must be highly effective at reducing the risk associated with the exposure being hedged. In addition, key aspects of achieving hedge accounting are documentation of hedging strategy and hedge effectiveness at the hedge inception and substantiating hedge effectiveness on an ongoing basis. A derivative must be highly effective in accomplishing the hedge objective of offsetting either changes in the fair value or cash flows of the hedged item for the risk being hedged. Any ineffectiveness in the hedge relationship is recognized in current earnings. The assessment of effectiveness excludes changes in the value of the hedged item that are unrelated to the risks being hedged. The effective portion of changes in the fair value of derivatives designated in a hedge relationship and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged transaction affects earnings.

Amounts recorded in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on Susquehanna’s variable-rate liabilities. During the next 12 months, Susquehanna estimates that $9,776 will be reclassified as an expense to net interest income.

Non-designated Derivatives

Derivatives not designated as hedges are used to manage Susquehanna’s exposure to interest rate movements and other identified risks but do not meet the strict requirements of hedge accounting. Changes in the fair value of derivatives not designated in hedging relationships are recognized directly in earnings.

Susquehanna does not seek to apply hedge accounting to all of the derivatives involved in Susquehanna’s risk management activities, such as the interest rate derivatives entered into to offset the derivatives offered to qualifying borrowers. Susquehanna offers qualifying commercial banking customers derivatives to enable such customers to transfer, modify or reduce their interest rate risks. The credit risk associated with derivatives entered into with these customers is essentially the same as that involved in extending loans and is subject to our normal credit policies. Susquehanna obtains collateral based upon its assessment of the customers’ credit quality. Susquehanna actively manages the market risks from its exposure to these derivatives by entering into offsetting derivative transactions, controls focused on pricing, and reporting of positions to senior managers to minimize its exposure resulting from such transactions.

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

At March 31, 2015 and 2014, Susquehanna had 400 and 276 derivative transactions, respectively, related to these risk management activities with an aggregate notional amount of $2,010,664 and $1,783,804, respectively. For the three-month periods ended March 31, 2015 and 2014, Susquehanna recognized a net loss of $561 and $803, respectively, related to changes in fair value of the derivatives in this program.

Credit-risk-related Contingent Features

Susquehanna has agreements with certain of its derivative counterparties that contain the following provisions:

•

if Susquehanna defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then Susquehanna could also be declared in default on its derivative obligations;

•

if Susquehanna fails to maintain its status as a well/adequately capitalized institution, then the counterparty could terminate the derivative positions, and Susquehanna would be required to settle its obligations under the agreements;

•

if Susquehanna fails to maintain a specified minimum leverage ratio, then Susquehanna could be declared in default on its derivative obligations;

At March 31, 2015 and December 31, 2014, the fair value of derivatives in a net liability position, which includes accrued interest and any credit valuation adjustments related to these agreements, was $43,087 and $37,011, respectively. At March 31, 2015 and December 31, 2014, Susquehanna had minimum collateral posting thresholds with certain of its derivative counterparties and had posted cash collateral of $54,784 and $42,849, respectively. If Susquehanna had breached any of the above provisions at March 31, 2015, it would have been required to settle its obligations under the agreements at termination value and would have been required to pay any additional amounts due in excess of amounts previously posted as collateral with the respective counterparty.

Fair Value of Derivative Instruments

Fair Values of Derivative Instruments

March 31, 2015

Asset Derivatives

Liability Derivatives

Balance Sheet
Location

Fair Value

Balance Sheet
Location

Fair Value

Derivatives designated as hedging instruments

Interest rate contracts

Other assets

224

Other liabilities

9,748

Derivatives not designated as hedging instruments

Interest rate contracts

Other assets

37,016

Other liabilities

33,339

Total derivatives

37,240

43,087

Fair Values of Derivative Instruments

December 31, 2014

Asset Derivatives

Liability Derivatives

Balance Sheet
Location

Fair Value

Balance Sheet
Location

Fair Value

Derivatives designated as hedging instruments

Interest rate contracts

Other assets

501

Other liabilities

13,308

Derivatives not designated as hedging instruments

Interest rate contracts

Other assets

26,989

Other liabilities

23,703

Total derivatives

27,490

37,011

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

The Effect of Derivative Instruments on Comprehensive Income


Three Months Ended March 31, 2015
Derivatives in Cash Flow Hedging Relationships	Amount of Gain Recognized in OCI		Location of Loss Reclassified from Accumulated OCI into Income	Amount of Loss Reclassified from Accumulated OCI into Income			Location of Loss Recognized in Income (Ineffective Portion)	Amount of Loss Recognized in Income (Ineffective Portion)
Interest rate contracts:	$	2,328	Interest expense	$	(5,499	)	Other expense	$	0


Derivatives Not Designated as Hedging Instruments	Location of Loss Recognized in Income on Derivatives	Amount of Loss Recognized in Income on Derivatives
Interest rate contracts:	Other income	$	(561	)
	Other expense		0


Three Months Ended March 31, 2014
Derivatives in Cash Flow Hedging Relationships	Amount of Gain Recognized in OCI		Location of Loss Reclassified from Accumulated OCI into Income	Amount of Loss Reclassified from Accumulated OCI into Income			Location of Loss Recognized in Income (Ineffective Portion)	Amount of Loss Recognized in Income (Ineffective Portion)
Interest rate contracts:	$	2,604	Interest expense	$	(5,394	)	Other expense	$	0


Derivatives Not Designated as Hedging Instruments	Location of Loss Recognized in Income on Derivatives	Amount of Loss Recognized in Income on Derivatives
Interest rate contracts:	Other income	$	(803	)
	Other expense		0

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

NOTE 13. Balance Sheet Offsetting

Assets and liabilities relating to certain financial instruments, including derivatives and securities sold under agreements to repurchase, may be eligible for offset in the consolidated balance sheet as permitted under accounting guidance. Susquehanna is party to transactions involving derivative instruments that are subject to master netting arrangements or similar agreements. Under these agreements, Susquehanna may have the right to net settle multiple contracts with the same counterparty. Certain derivative transactions may require Susquehanna to receive or pledge cash collateral based on the contract provisions.

Susquehanna also enters into agreements in which it sells securities subject to an obligation to repurchase the same or similar securities. Under these agreements, Susquehanna may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates Susquehanna to repurchase the assets. The obligation to repurchase the securities is reflected as a liability in Susquehanna’s consolidated balance sheet, while the securities underlying the repurchase agreements remain in the respective investment securities account, therefore there is no offsetting or netting of the investment securities assets with the repurchase agreement liability.

Susquehanna also offers derivative products to qualifying customers and enters into offsetting derivative transactions in due course. Susquehanna manages a matched book with respect to its derivative instruments offered as part of this service to its customers in order to minimize its interest rate risk resulting from such transactions. These instruments are free-standing derivatives and are recorded at fair value on the consolidated balance sheet. Collateral is posted by the counterparty with net liability positions in accordance with the contract provisions.

Susquehanna is subject to the regulations of the Commodity Futures Trading Commission that require financial institutions to clear all eligible contracts originated subsequent to June 2013. Susquehanna fulfills this obligation by clearing its eligible contracts through a clearing member that faces a designated clearing house on Susquehanna’s behalf. Susquehanna reports amounts for interest rate contracts in a single clearing member account as of period end on a net basis in the Consolidated Balance Sheet, including the related unrealized contract gains and losses, accrued interest receivable/payable, and cash collateral posted as initial and variation margin. Derivatives originated prior to June 2013 continue to be presented on a gross basis in the Consolidated Balance Sheet.

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

The following table provides information about financial instruments that are eligible for offset at March 31, 2015 and December 31, 2014.

Balance Sheet Netting Disclosure about Offsetting Assets and Liabilities


					Net Amounts
					Presented in
					the		Gross Amounts Not Offset in the
	Gross				Consolidated		Consolidated Balance Sheet
	Amounts Recognized		Gross Amounts Offset		Balance Sheet		Financial Instruments			Cash Collateral			Net Amount

March 31, 2015

Financial assets:
Derivatives	$	37,240	$	0	$	37,240	$	0		$	0		$	37,240


Financial liabilities:
Derivatives	$	43,087	$	0	$	43,087	$	0		$	(41,835	)	$	1,252
Repurchase agreements		256,756		0		256,756		(256,756	)		0			0

Total	$	299,843	$	0	$	299,843	$	(256,756	)	$	(41,835	)	$	1,252


December 31, 2014

Financial assets:
Derivatives	$	27,490	$	0	$	27,490	$	0		$	0		$	27,490


Financial liabilities:
Derivatives	$	37,011	$	0	$	37,011	$	0		$	(32,990	)	$	4,021
Repurchase agreements		266,089		0		266,089		(266,089	)		0			0

Total	$	303,100	$	0	$	303,100	$	(266,089	)	$	(32,990	)	$	4,021

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

The table below presents the offsetting of derivative assets and derivative liabilities as of March 31, 2015 and December 31, 2014.


	Derivative Assets and Collateral								Derivative Liabilities and Collateral
	Held by Counterparty								Pledged by Counterparty
	Net Amounts		Gross Amounts						Net Amounts		Gross Amounts
	Presented in		Not Offset						Presented in		Not Offset
	the		in the Consolidated						the		in the Consolidated
	Consolidated		Balance Sheet						Consolidated		Balance Sheet
	Balance		Financial		Cash		Net		Balance		Financial		Cash			Net
	Sheet		Instruments		Collateral		Amount		Sheet		Instruments		Collateral			Amount
March 31, 2015

Cleared Agreements:
Clearing member A	$	0	$	0	$	0	$	0	$	19,223	$	0	$	(19,223	)	$	0

		0		0		0		0		19,223		0		(19,223	)		0

Bilateral Agreements:
Counterparty:
Dealer A		0		0		0		0		4,892		0		(4,892	)		0
Dealer B		281		0		0		281		3,040		0		(2,520	)		520
Dealer C		0		0		0		0		1,749		0		(1,749	)		0
Dealer D		28		0		0		28		4,054		0		(3,980	)		74
Dealer E		0		0		0		0		7,809		0		(7,809	)		0
Dealer F		0		0		0		0		0		0		0			0
Dealer G		0		0		0		0		667		0		(667	)		0
Dealer H		0		0		0		0		820		0		(770	)		50
Dealer I		0		0		0		0		0		0		0			0
Dealer J		0		0		0		0		15		0		0			15
Dealer K		0		0		0		0		225		0		(225	)		0
End User		36,931		0		0		36,931		593		0		0			593

		37,240		0		0		37,240		23,864		0		(22,612	)		1,252

Total	$	37,240	$	0	$	0	$	37,240	$	43,087	$	0	$	(41,835	)	$	1,252


December 31, 2014

Cleared Agreements:
Clearing member A	$	0	$	0	$	0	$	0	$	12,257	$	0	$	(12,257	)	$	0

		0		0		0		0		12,257		0		(12,257	)		0

Bilateral Agreements:
Counterparty:
Dealer A		158		0		0		158		3,852		0		(3,740	)		112
Dealer B		645		0		0		645		2,248		0		(1,570	)		678
Dealer C		21		0		0		21		1,385		0		(1,250	)		135
Dealer D		966		0		0		966		1,904		0		(480	)		1,424
Dealer E		0		0		0		0		10,067		0		(10,067	)		0
Dealer F		0		0		0		0		1,004		0		(1,004	)		0
Dealer G		0		0		0		0		1,315		0		(1,315	)		0
Dealer H		0		0		0		0		727		0		(727	)		0
Dealer I		0		0		0		0		603		0		(580	)		23
Dealer J		0		0		0		0		14		0		0			14
Dealer K		0		0		0		0		119		0		0			119
End User		25,700		0		0		25,700		1,516		0		0			1,516

		27,490		0		0		27,490		24,754		0		(20,733	)		4,021

Total	$	27,490	$	0	$	0	$	27,490	$	37,011	$	0	$	(32,990	)	$	4,021

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

NOTE 14. Fair Value Disclosures

The accounting guidance for fair value measurements and disclosures defines fair value, establishes a framework for measuring fair value, and sets forth disclosure requirements regarding fair value measurements. This guidance applies whenever other accounting guidance requires or permits assets or liabilities to be measured at fair value. Fair value measurement assumes that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability, or, in the absence of a principal market, in the most advantageous market for the asset or liability.

Susquehanna uses fair value measurements for the initial recording of certain assets and liabilities and periodic subsequent measurement of certain assets and liabilities on a recurring or non-recurring basis.

Fair Value Hierarchy

The accounting guidance for fair value measurements and disclosures establishes a three-level fair value hierarchy that prioritizes the inputs into the valuation techniques used to measure fair value. The fair value hierarchy gives the highest priority, Level 1, to measurements based on quoted prices in active markets for identical assets or liabilities. The next highest priority, Level 2, is given to measurements based on observable inputs other than quoted prices in active markets for identical assets and liabilities. The lowest priority, Level 3, is given to measurements based on unobservable inputs. Assets and liabilities are classified in their entirety within the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The accounting guidance requires the measurement of fair value to maximize the use of observable inputs and minimize the use of unobservable inputs. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect Susquehanna’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

Valuation Processes and Controls over Fair Value Measurement

As part of Susquehanna’s overall valuation process, management employs processes to evaluate and validate the methodologies, techniques and inputs, including review and approval of valuation judgments, methods, models, process controls, and results. These processes are designed to help ensure that the fair value measurements and disclosures are appropriate, consistently applied, and reliable.

Valuation Methodologies and Inputs

The following is a description of Susquehanna’s valuation methodologies and more significant inputs for assets and liabilities measured at fair value. These methods may produce a fair value measurement that may not be indicative of future fair values. Furthermore, while Susquehanna believes that its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Susquehanna uses a third-party pricing service and third-party financial advisory firms in determining the fair value of its securities. Certain fair value measurements are derived from market-based pricing matrices that were developed using observable inputs that include benchmark yields, benchmark securities, reported trades, offers, bids, issuer spreads and broker quotes. For certain other fair value measurements, when market observable data is not available due to the lack of an active market for a given security, the valuation of the security involves assistance of a third-party financial advisory firm and substantial judgment by management.

Specific valuation methodologies and inputs used in determining the fair value of each significant class of assets and liabilities follows:

Cash and due from banks and short-term investments

For those short-term instruments, the carrying amount is a reasonable estimate of fair value.

Investment securities

U.S. Government agencies: These are debt securities issued by U.S. government-sponsored entities (“GSE”). These securities are valued using market-based pricing matrices that are based on observable inputs that include benchmark yields, benchmark securities, reported trades, offers, bids, issuer spreads and broker quotes. The investor base is broad, resulting in moderate trading volumes and are classified as Level 2 in the fair value hierarchy. These valuations are sensitive to interest rates. As interest rates increase (decrease), the fair value of the securities will generally decrease (increase).

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

Obligations of states and political subdivisions: These securities are valued using market-based pricing matrices that are based on observable inputs including the structure of the bond, including call terms, cross-collateralization features, and tax-exempt features, together with MSRB reported trades, issuer spreads, material event notices and benchmark yield curves. The investor base for most issues of municipal securities is fairly broad, resulting in moderate trading volumes and are classified as Level 2 in the fair value hierarchy. These valuations are sensitive to trends in the broader municipal securities market, which includes credit risk. As market concerns associated with credit risk increase (decrease), the fair value of the securities will generally decrease (increase).

Agency residential mortgage-backed securities: These securities are valued using market-based pricing matrices that are based on observable inputs, including benchmark TBA security pricing and yield curves that were estimated based on U.S. Treasury yields and certain floating rate indices. The pricing matrices for these securities may also give consideration to pool-specific data supplied directly by the GSE. GSE collateralized mortgage obligations (“CMOs”) are valued using market-based pricing matrices that are based on observable inputs including offers, bids, reported trades, dealer quotes and market research reports, the characteristics of a specific tranche, market convention prepayment speeds and benchmark yield curves as described above. Because agency residential mortgage-backed securities are generally liquid and are valued using observable pricing in the market, they generally are classified as Level 2. As interest rates increase (decrease), the fair value of the securities will generally decrease (increase).

Other structured financial products: The significant unobservable inputs used in the fair value measurement of Susquehanna’s other structured financial products are conditional repayment rate, loss severity, and conditional default rate. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for the loss severity and directionally opposite change in the assumption used for repayment rate. In addition, refer to the description in “Note 3-Investment Securities.”

Other debt securities: These securities consist primarily of government and corporate bonds. These securities are valued using market-based pricing matrices that are based on observable inputs that include benchmark yields, benchmark securities, reported trades, offers, bids, issuer spreads and broker quotes. The investor base is broad, resulting in moderate trading volumes and are classified as Level 2 in the fair value hierarchy. These valuations are sensitive to interest rates. As interest rates increase (decrease), the fair value of the securities will generally decrease (increase).

Other equity securities; These securities include liquid, exchange-traded equity securities as well as thinly-traded bank stocks and trust preferred securities. The exchange-traded equities are classified in Level 1 because they are valued using quoted market prices. The thinly traded and trust preferred securities are classified in Level 2 or 3 based on the significance of market observable inputs to the overall measurement.

Restricted investments in bank stocks

Restricted investments in bank stocks consists of FRB stock, FHLB stock, and Atlantic Community Bankers Bank stock. Federal law requires a member institution of the district FRB and FHLB to hold stock according to predetermined formulas. Atlantic Community Bankers Bank requires its correspondent banking institutions to hold stock as a condition of membership.

Loans and leases

The fair value for loans are estimated using discounted cash flow analyses, applying interest rates currently being offered for loans with similar terms that reflect the credit quality of recent loan originations and, which are indicative of orderly transactions in the current market. Internal prepayment risk models are used to adjust contractual cash flows. Loans are aggregated into pools of similar terms and product type and discounted using interest rates currently being offered for loans with similar terms that reflect the credit quality of recent loan originations. The carrying amounts of accrued interest receivable approximate fair values.

Deposits

The fair value of demand, interest-bearing demand, and savings deposits are the amounts payable on demand at the balance sheet date; recognition of the inherent funding value of these instruments is not permitted. The fair value of time deposits is based upon the discounted value of future cash flows expected to be paid at maturity, using the Federal Home Loan Bank yield curve.

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

Short-term borrowings

For those short-term instruments, the carrying amount approximates fair value.

FHLB borrowings and long-term debt

Fair values were based upon quoted rates of similar instruments issued by banking institutions with similar credit ratings. The carrying amounts of accrued interest payable approximate fair values.

Derivatives

The fair values of interest rate swaps are determined using models that use readily observable market inputs and a market standard methodology applied to the contractual terms of the derivatives, including the period to maturity and interest rate indices.

The methodology nets the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates derived from observable market interest rate curves. Susquehanna incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, Susquehanna has considered the impact of netting and any applicable credit enhancements, such as collateral postings and thresholds, mutual settlements, and guarantees.

Susquehanna discounts over-the-counter (“OTC”) derivatives using Overnight Index Swap (“OIS”) rates. Fully collateralized trades are discounted using OIS with no additional economic adjustments to arrive at fair value. Uncollateralized or partially-collateralized trades are also discounted at OIS, but include appropriate economic adjustments for funding costs, such as a spread between LIBOR and OIS to approximate an uncollateralized cost of funds, and credit risk. Susquehanna made the changes to reflect inputs, assumptions, and pricing methodologies that are used in its principal market by market participants.

Although Susquehanna has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives may use Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of March 31, 2015 and December 31, 2014, Susquehanna has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant. As a result, Susquehanna has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The fair values of commitments to originate mortgage loans to be held for sale and their corresponding forward-sales agreements are estimated using the fees charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. The valuation of fixed-rate loan commitments also considers the difference between current levels of interest rates and the committed rates. These respective fair value measurements would be categorized within Level 3 of the fair value hierarchy.

For additional information regarding derivatives, refer to “Note 12 – Derivative Financial Instruments” above.

Off-balance-sheet items

The fair values of unused commitments to lend and standby letters of credit are considered to be the same as their contractual amounts.

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present the financial instruments carried at fair value at March 31, 2015 and December 31, 2014, on the consolidated balance sheets and by levels within the valuation hierarchy.


			Fair Value Measurements at Reporting Date Using
Description	March 31, 2015		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Available-for-sale securities:
U.S. Government Agencies	$	79,030	$	0	$	79,030	$	0
Obligations of states and political subdivisions		378,620		0		378,620		0
Agency residential mortgage-backed securities		2,042,952		0		2,042,952		0
Non-agency residential mortgage-backed securities		225		0		225		0
Commercial mortgage-backed securities		5,724		0		5,724		0
Other structured financial products		11,041		0		0		11,041
Other debt securities		24,757		0		24,757		0
Other equity securities		25,639		22,921		0		2,718
Derivatives: ⁽¹⁾
Designated as hedging instruments		224		0		224		0
Not designated as hedging instruments		37,016		0		37,016		0

Total	$	2,605,228	$	22,921	$	2,568,548	$	13,759

Liabilities
Derivatives: ⁽²⁾
Designated as hedging instruments	$	9,748	$	0	$	9,748	$	0
Not designated as hedging instruments		33,339		0		33,339		0

Total	$	43,087	$	0	$	43,087	$	0

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)


			Fair Value Measurements at Reporting Date Using
Description	December 31, 2014		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Available-for-sale securities:
U.S. Government Agencies	$	93,759	$	0	$	93,759	$	0
Obligations of states and political subdivisions		388,510		0		388,510		0
Agency residential mortgage-backed securities		1,888,740		0		1,888,740		0
Non-agency residential mortgage-backed securities		231		0		231		0
Commercial mortgage-backed securities		5,755		0		5,755		0
Other structured financial products		11,729		0		0		11,729
Other debt securities		24,431		0		24,431		0
Other equity securities		24,930		22,144		0		2,786
Derivatives: ⁽¹⁾
Designated as hedging instruments		501		0		501		0
Not designated as hedging instruments		26,989		0		26,989		0

Total	$	2,465,575	$	22,144	$	2,428,916	$	14,515

Liabilities
Derivatives: ⁽²⁾
Designated as hedging instruments	$	13,308	$	0	$	13,308	$	0
Not designated as hedging instruments		23,703		0		23,703		0

Total	$	37,011	$	0	$	37,011	$	0

⁽¹⁾	Included in Other assets

⁽²⁾	Included in Other liabilities

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

Assets Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs

The following tables present roll-forwards of the balance sheet amounts for the three months ended March 31, 2015 and 2014, for financial instruments classified by Susquehanna within Level 3 of the valuation hierarchy.


	Available-for-sale Securities
				Other
				Structured
	Equity			Financial
	Securities			Products			Total
Balance at January 1, 2015	$	2,786		$	11,729		$	14,515
Included in other comprehensive income		(68	)		(688	)		(756	)

Balance at March 31, 2015	$	2,718		$	11,041		$	13,759


Balance at January 1, 2014	$	2,797		$	11,297		$	14,094
Included in other comprehensive income		19			122			141

Balance at March 31, 2014	$	2,816		$	11,419		$	14,235

Susquehanna’s policy is to recognize transfers in and transfers out of Levels 1, 2, and 3 as of the end of a reporting period.

Assets Measured at Fair Value on a Nonrecurring Basis

Impaired loans

Impaired collateral dependent loans and other loans where the carrying value is based on the fair value of the underlying collateral minus selling costs, such as residential mortgage loans charged off in accordance with regulatory guidance, are measured at fair value on a nonrecurring basis. The fair value of the underlying collateral is incorporated into the estimate of the impairment of a loan. Most of Susquehanna’s impaired collateral dependent loans are secured by real estate. The value of the real estate collateral is determined through appraisals performed by third party, licensed appraisers. As part of Susquehanna’s overall valuation process, management evaluates these third party appraisals to ensure that they are representative of the exit prices in Susquehanna’s principal markets. Susquehanna considers the appraisals used in its impairment analysis to be Level 3 inputs. When the value of the real estate, less estimated selling costs, is less than the principal balance of the loan, a specific reserve is established. Impaired loans are reviewed at least quarterly for additional impairment, and reserves are adjusted accordingly.

Foreclosed Assets

Other real estate property acquired through foreclosure is recorded at the lower of its carrying value or the fair value of the related real estate collateral at the transfer date, less estimated selling costs. The value of the real estate collateral is determined through appraisals performed by third party licensed appraisers. As part of Susquehanna’s overall valuation process, management evaluates these third party appraisals to ensure that they are representative of the exit prices in Susquehanna’s principal markets. Susquehanna considers the appraisals used in its impairment analysis to be Level 3 inputs.

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

The following tables present assets measured at fair value on a nonrecurring basis at March 31, 2015 and December 31, 2014, on the consolidated balance sheets and by the valuation hierarchy.


Description	March 31, 2015		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans	$	40,565	$	0	$	0	$	40,565
Foreclosed assets		9,575		0		0		9,575

	$	50,140	$	0	$	0	$	50,140


Description	December 31, 2014		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Impaired loans	$	37,080	$	0	$	0	$	37,080
Foreclosed assets		9,672		0		0		9,672

	$	46,752	$	0	$	0	$	46,752

The following table details the quantitative information about Level 3 fair value measurements:


	Fair Value at		Valuation		Range
Asset	March 31, 2015		Technique(s)	Unobservable Input	(Weighted Average)

Other structured financial products ⁽¹⁾	$	11,041	Discounted Cash Flow	Credit default rates, call options and deferrals, waterfall structure, and covenants.	Varies by individual security, refer to Note 3

Other equity securities		2,718	Discounted Cash Flow	Cash flows from dividends and terminal value	0.2x - 1.3x (0.8x)

Impaired loans		40,565	Discounted Cash Flow	Cash flows based upon current discount rates and terminal value	0.6% - 14.3% (4.1%)

Foreclosed assets		9,575	Discounted Cash Flow	Third party appraisals less estimated selling costs	0.0% - 100.0% (33.0%)

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)


	Fair Value at		Valuation		Range
Asset	December 31, 2014		Technique(s)	Unobservable Input	(Weighted Average)

Other structured financial products ⁽¹⁾	$	11,729	Discounted Cash Flow	Credit default rates, call options and deferrals, waterfall structure, and covenants.	Varies by individual security, refer to Note 4

Other equity securities		2,786	Discounted Cash Flow	Cash flows from dividends and terminal value	0.2x - 1.2x (0.8x)

Impaired loans		37,080	Discounted Cash Flow	Cash flows based upon current discount rates and terminal value	0.6% - 14.3% (4.3%)

Foreclosed assets		9,672	Discounted Cash Flow	Third party appraisals less estimated selling costs	0.0% - 100.0% (36.0%)

⁽¹⁾

The significant unobservable inputs used in the fair value measurement of Susquehanna’s other structured financial products are conditional repayment rate, loss severity, and conditional default rate. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for the loss severity and directionally opposite change in the assumption used for repayment rate.

Susquehanna Bancshares, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except as noted and per share)

Additional Disclosures about Fair Value of Financial Instruments

The following table represents the carrying amounts and estimated fair values of Susquehanna’s financial instruments. The methods and assumptions used to estimate the fair value of each class of financial instruments are described above.


	March 31, 2015
	Carrying
	Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks	$	446,797	$	446,797	$	446,797	$	0	$	0
Short-term investments		89,067		89,067		0		89,067		0
Investment securities		2,567,988		2,567,988		22,921		2,531,308		13,759
Restricted investment in bank stocks		115,370		115,370		0		115,370		0
Loans and leases		13,487,951		13,434,838		0		0		13,434,838
Derivatives		37,240		37,240		0		37,240		0
Financial liabilities:
Deposits		13,765,305		13,778,005		0		13,778,005		0
Short-term borrowings		506,756		506,756		0		506,756		0
FHLB borrowings		911,674		914,777		0		914,777		0
Long-term debt		321,389		333,017		0		333,017		0
Derivatives		43,087		43,087		0		43,087		0

	December 31, 2014
	Carrying
	Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and due from banks	$	506,304	$	506,304	$	506,304	$	0	$	0
Short-term investments		81,537		81,537		0		81,537		0
Investment securities		2,438,085		2,438,085		22,144		2,401,426		14,515
Restricted investment in bank stocks		115,570		115,570		0		115,570		0
Loans and leases		13,517,882		13,440,662		0		0		13,440,662
Derivatives		27,490		27,490		0		27,490		0
Financial liabilities:
Deposits		13,721,843		13,740,530		0		13,740,530		0
Short-term borrowings		516,089		516,089		0		516,089		0
FHLB borrowings		913,449		916,616		0		916,616		0
Long-term debt		351,904		343,656		0		343,656		0
Derivatives		37,011		37,011		0		37,011		0

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless the context otherwise requires, the terms “Susquehanna,” “we,” “us,” and “our” refer to Susquehanna Bancshares, Inc. and its subsidiaries.

Forward-Looking Statements.

We regularly communicate information concerning our business activities to investors, the news media, securities analysts, and others as part of our normal operations. Some of these communications, including this Quarterly Report on Form 10-Q, contain “forward-looking statements,” for which we claim the protection of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These include statements pertaining to our expectations regarding the planned merger of Susquehanna with and into BB&T Corporation (“BB&T”), with BB&T surviving the merger as the surviving corporation (the “Merger”); future business plans; regulatory capital and capital resources generally; management; general economic conditions; the impact of new regulations on our business; accounting policies and estimates; our potential exposures to various types of market risks, such as interest rate risk and credit risk; whether our allowance for loan and lease losses is appropriate to meet probable loan and lease losses; our ability to evaluate loan collateral and guarantors; our ability to achieve loan growth; our ability to maintain sufficient liquidity; our ability to manage credit quality; and our ability to achieve our 2015 operating and financial goals. Forward-looking statements are often accompanied by, and identified with, terms such as “expect,” “estimate,” “project,” “anticipate,” “should,” “intend,” “probability,” “risk,” “target,” “objective,” “will,” “would,” “should,” “could,” or “may,” and similar expressions or variations on such expressions. Actual results may differ significantly from those described in or implied by such forward-looking statements due to various factors and uncertainties. For example, certain of the market risk disclosures are dependent on choices about essential model characteristics and assumptions and are subject to various limitations. By their nature, certain of the market-risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual income gains and losses could materially differ from estimates. Other factors that could cause actual results to differ materially from those estimated by the forward-looking statements contained in this document include, but are not limited to:

•

our ability to obtain regulatory approvals and meet other closing conditions to the Merger;

•

delay in closing the Merger;

•

interest rate fluctuations could increase our cost of funds or decrease our yield on earning assets and therefore reduce our net interest income;

•

adverse changes in our loan and lease portfolio and the resulting credit-risk-related losses and expenses;

•

decreases in our loan and lease origination volume;

•

our ability to make accurate assumptions and judgments about the collectability of our loan and lease portfolio, including the creditworthiness of our borrowers, guarantors, and lessees, and the value of the assets securing the loans;

•

adverse changes in regional real estate values;

•

adverse international, national, and regional economic and business conditions;

•

changes in consumer confidence, spending and savings habits impacting our bank and non-bank financial products and services;

•

impairment of our goodwill or other assets;

•

our ability to recruit and retain executive officers and other key employees;

•

competition from other financial institutions in originating loans, attracting deposits, and providing various financial products and services that may affect our profitability;

•

our ability to hedge certain market risks effectively and economically;

•

our ability to effectively implement technology-driven products and services;

•

costs of compliance with and impact of laws and regulatory requirements of federal and state agencies;

•

changes in legal or regulatory requirements or the results of regulatory examinations that could adversely impact our business and financial performance and restrict growth;

•

cyber-security risks impacting us or our vendors, including “denial of service,” “hacking” and “identity theft,” that could adversely affect our business and financial performance, or our reputation;

•

operational risks, such as the risk of loss resulting from human error, inadequate or failed internal processes and systems, outsourcing arrangements, compliance and legal risk and external events;

•

the effects of and changes in trade, monetary and fiscal policies, and laws, including interest rate policies of the Federal Reserve Board;

•

the effects of and changes in the rate of FDIC premiums; and

•

our success in managing the risks involved in the foregoing.

We encourage readers of this report to understand forward-looking statements to be strategic objectives rather than absolute targets of future performance. Forward-looking statements speak only as of the date they are made. We do not intend to update publicly any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events except as required by law. A more detailed description of the factors that could cause actual results to differ materially from those estimated by the forward-looking statements contained in this filing is included in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014, available at www.sec.gov.

The following discussion and analysis, the purpose of which is to provide investors and others with information that we believe to be necessary for an understanding of our financial condition, changes in financial condition, and results of operations, should be read in conjunction with the financial statements, notes, and other information contained in this report.

The following information refers to Susquehanna Bancshares, Inc. and its wholly owned subsidiaries: Boston Service Company, Inc. (t/a Hann Financial Service Corporation) (“Hann”), Susquehanna Bank and subsidiaries, Valley Forge Asset Management Corp. (“VFAM”), Stratton Management Company and subsidiary (“Stratton”), and The Addis Group, LLC (“Addis”).

Availability of Information

Our web-site address is www.susquehanna.net. We make available free of charge, through the Investor Relations section of our web site, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission. We include our web site address in this report as an inactive textual reference only. Information contained on our web site is not incorporated into and does not constitute part of this report.

Critical Accounting Policies

Susquehanna’s significant accounting policies are defined in Note 1 to the Consolidated Financial Statements included in its 2014 Form 10-K, and in Note 1 to the Consolidated Financial Statements included in this report. The preparation of the Consolidated Financial Statements is in accordance with accounting principles generally accepted in the United States (“GAAP”). Management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and to disclose contingent assets and liabilities. Actual results could differ from those estimates. Management has identified accounting for: (i) the allowance for loan and lease losses; (ii) fair value measurements for valuation of financial instruments; (iii) measurement and

assessment of goodwill and intangible assets; and, (iv) income taxes, as Susquehanna’s most critical accounting policies and estimates in that they are important to the portrayal of Susquehanna’s financial condition and results. These accounting policies, including the nature of the estimates and types of assumptions used, are described throughout the Consolidated Financial Statements, accompanying notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Executive Overview

Consolidated net income available to common shareholders for the first quarter of 2015 was $29.0 million, down 21.9% compared to $37.2 million earned during the same period in 2014. On a diluted per common share basis, earnings for the first quarter of 2015 were $0.16, down 20.0% compared to $0.20 for the same period in 2014. Susquehanna’s results of operations for the first quarter of 2015 produced an annualized return on average assets of 0.63% and an annualized return on average tangible shareholders’ equity, a non-GAAP ratio, of 8.41% compared to the prior year ratios of 0.82% and 11.08%, respectively. For additional information on non-GAAP ratios, refer to “Table 3, Reconciliation of Non-GAAP Measures”.

The following tables present a summary of our results of operations and key financial measures for the periods ended March 31, 2015 and 2014.

Table 1

Summary of First Quarter 2015 Compared to First Quarter 2014


	Three Months Ended
	March 31,
	2015		2014		% Change
	(Dollars in thousands)
Net income	$	29,025	$	37,162		-21.90	%
Net interest income		131,638		140,064		-6.02
Provision for loan and lease losses		5,799		6,000		-3.35
Noninterest income		42,312		42,089		0.53
Noninterest expense		126,590		123,032		2.89

Table 2

Key Susquehanna Financial Measures


	Three Months Ended
	March 31,
	2015			2014
Diluted Earnings per Common Share	$	0.16		$	0.20
Return on Average Assets		0.63	%		0.82	%
Return on Average Shareholders’ Equity		4.26	%		5.53	%
Return on Average Tangible Shareholders’ Equity ⁽¹⁾		8.41	%		11.08	%
Efficiency Ratio ⁽¹⁾		68.81	%		66.18	%
Net Interest Margin		3.40	%		3.61	%

⁽¹⁾	For information regarding Supplemental Reporting of Non-GAAP-based Financial Measurements, refer to Table 3 - Reconciliation of Non-GAAP Measures.

Table 3

Reconciliation of Non-GAAP Measures

(In thousands, except per share)


	Three Months Ended March 31,
	2015			2014
Tangible Book Value per Common Share
End of period balance sheet data
Shareholders’ equity	$	2,780,177		$	2,755,199
Goodwill and other intangible assets		(1,299,679	)		(1,305,742	)

Tangible common equity (numerator)	$	1,480,498		$	1,449,457


Common shares outstanding (denominator)		182,256			187,590

Tangible book value per common share	$	8.12		$	7.73

Tangible book value per share is a non-GAAP based financial measure calculated using non-GAAP based amounts. The most

directly comparable GAAP based measure is book value per share. In order to calculate tangible book value per share, we divide tangible common equity, which is a non-GAAP based measure calculated as common shareholders’ equity less intangible assets, by the number of shares of common stock outstanding. In contrast, book value per share is calculated by dividing total common shareholders’ equity by the number of shares of common stock outstanding. Management uses tangible book value per share to assess our capital position and ratios.


	Three Months Ended
	March 31,
	2015			2014
Return on Average Tangible Shareholders; Equity
Return on average shareholders’ equity (GAAP basis)		4.26	%		5.53	%
Effect of excluding average intangible assets and related amortization		4.15	%		5.55	%

Return on average tangible shareholders’ equity		8.41	%		11.08	%

Return on average tangible equity is a non-GAAP based financial measure calculated using non-GAAP based amounts. The

most directly comparable GAAP-based measure is return on average equity. We calculate return on average tangible equity by excluding the balance of intangible assets and their related amortization expense from our calculation of return on average equity. Management uses the return on average tangible equity in order to review our core operating results. Management believes that this is a better measure of our performance. In addition, this is consistent with the treatment by bank regulatory agencies, which excludes goodwill and other intangible assets from the calculation of risk-based capital ratios.


Efficiency Ratio
Other expense	$	126,590		$	123,032
Less: Merger related expenses		(4,432	)		0

Noninterest operating expense (numerator)	$	122,158		$	123,032


Taxable-equivalent net interest income	$	135,213		$	143,813
Other income		42,312			42,089

Denominator	$	177,525		$	185,902

Efficiency Ratio		68.81	%		66.18	%

The efficiency ratio is a non-GAAP based financial measure. Management excludes merger-related expenses and certain other selected items when calculating this ratio, which is used to measure the relationship of operating expenses to revenues.


Net Interest Margin (excluding purchase accounting)
Reported net interest margin (GAAP basis)	3.40	%	3.61	%
Adjustments for purchase accounting:
Loans and leases	(0.07	)%	(0.17	)%
Deposits	(0.01	)%	(0.03	)%
Borrowings	(0.01	)%	(0.01	)%

Net Interest Margin (excluding purchase accounting)	3.31	%	3.40	%

Net interest margin (excluding purchase accounting) is a non-GAAP based financial measure using non-GAAP based amounts. The most directly comparable GAAP based measure is net interest margin. In order to calculate net interest margin (excluding purchase accounting) we subtract the effects of amortizing/accreting purchase accounting valuation amounts from net interest income, and divide the remainder by average earning assets. Our management uses net interest margin (excluding purchase accounting) to measure and monitor the impact of the current economic environment on our net interest income and believes that this measure is more representative of our ongoing earnings power because it excludes the effect of valuation variables used to arrive at the acquisition fair value recorded on the acquisition date. We believe this non-GAAP measure, when taken together with the corresponding GAAP measure, provides meaningful supplemental information to investors regarding our performance. However, this non-GAAP measure should be considered in addition to, and not as a substitute for or preferable to, net interest margin prepared in accordance with GAAP.

Table 4

Distribution of Assets, Liabilities and Shareholders’ Equity

Interest Rates and Interest Differential - Tax Equivalent Basis


	For the Three Month Period Ended March 31, 2015								For the Three Month Period Ended March 31, 2014
	Average Balance			Interest			Rate (%)		Average Balance			Interest			Rate (%)
	(Dollars in thousands)
Assets
Short-term investments	$	90,732		$	24			0.11	$	81,747		$	19			0.09
Investment securities:
Taxable		2,198,207			13,031			2.40		2,117,969			11,413			2.19
Tax-advantaged		360,766			5,040			5.67		387,968			5,388			5.63

Total investment securities		2,558,973			18,071			2.86		2,505,937			16,801			2.72

Loans and leases, (net):
Taxable		13,023,814			137,407			4.28		13,136,268			146,080			4.51
Tax-advantaged		444,532			5,171			4.72		438,258			5,320			4.92

Total loans and leases		13,468,346			142,578			4.29		13,574,526			151,400			4.52

Total interest-earning assets		16,118,051			160,673			4.04		16,162,210			168,220			4.22

Allowance for loan and lease losses		(137,475	)							(157,444	)
Other noninterest-earning assets		2,637,691								2,407,107

Total assets	$	18,618,267							$	18,411,873


Liabilities
Deposits:
Interest-bearing demand
Interest-bearing demand	$	6,749,615			5,054			0.30	$	6,032,537			3,674			0.25
Savings		1,172,519			285			0.10		1,099,944			287			0.11
Time		3,768,581			10,085			1.09		3,910,698			9,630			1.00
Short-term borrowings		525,107			1,983			1.53		671,653			2,101			1.27
FHLB borrowings		912,395			4,746			2.11		1,387,124			4,866			1.42
Long-term debt		348,418			3,307			3.85		451,267			3,849			3.46

Total interest-bearing liabilities		13,476,635			25,460			0.77		13,553,223			24,407			0.73

Demand deposits		1,971,642								1,830,861
Other liabilities		408,813								301,324

Total liabilities		15,857,090								15,685,408
Equity		2,761,177								2,726,465

Total liabilities & shareholders’ equity	$	18,618,267							$	18,411,873

Net interest income / yield on average earning assets					135,213			3.40					143,813			3.61
Taxable equivalent adjustment					(3,575	)							(3,749	)

Net interest income - as reported				$	131,638							$	140,064

Table 5

Changes in Net Interest Income - Tax Equivalent Basis


	Three months ended March 31, 2015 versus March 31, 2014 Increase (Decrease) Due to Change in ⁽¹⁾
	Average Volume			Average Rate			Total
	(Dollars in thousands)
Interest Income
Other short-term investments	$	2		$	3		$	5
Investment securities:
Taxable		444			1,174			1,618
Tax-advantaged		(380	)		32			(348	)

Total investment securities		64			1,206			1,270
Loans (net of unearned income):
Taxable		(1,242	)		(7,431	)		(8,673	)
Tax-advantaged		75			(224	)		(149	)

Total loans		(1,167	)		(7,655	)		(8,822	)

Total interest-earning assets		(1,101	)		(6,446	)		(7,547	)

Interest Expense
Deposits:
Interest-bearing demand		471			909			1,380
Savings		19			(21	)		(2	)
Time		(359	)		814			455
Short-term borrowings		(507	)		389			(118	)
FHLB borrowings		(1,998	)		1,878			(120	)
Long-term debt		(943	)		401			(542	)

Total interest-bearing liabilities		(3,317	)		4,370			1,053

Net Interest Income	$	2,216		$	(10,816	)	$	(8,600	)

⁽¹⁾	Changes that are due in part to volume and in part to rate are allocated in proportion to their relationship to the amounts of changes directly to volume and rate.

Net Interest Income-Taxable Equivalent Basis

Our major source of operating revenues is net interest income, which is the income that remains after deducting, from total income generated by earning assets, the interest expense attributable to the cost of the funds required to support earning assets. Income from earning assets includes income from loans, investment securities, and short-term investments. The amount of interest income is dependent upon many factors, including the volume of earning assets, the general level of interest rates, the dynamics of the change in interest rates, the levels of nonperforming loans, and accretion of fair value adjustments on purchased loans. The cost of funds varies with the amount of funds necessary to support earning assets, the rates paid to attract and hold deposits, the rates paid on borrowed funds, amortization of core deposit intangibles, accretion of fair value adjustments on acquired deposits, and the levels of noninterest-bearing demand deposits, and equity capital.

Table 4 presents average balances, taxable equivalent interest income and expense, and yields earned or paid on these assets and liabilities. For purposes of calculating taxable equivalent interest income, tax-exempt interest has been adjusted using a marginal tax rate of 35% in order to equate the yield to that of taxable interest rates.

Net interest income on a fully taxable-equivalent basis totaled $135.2 million for the first quarter of 2015 compared to $143.8 million for the same period in 2014. The decrease of $8.6 million in our taxable equivalent net interest income results from both lower volume and yield on interest-earning assets.

The net interest margin for the first quarter of 2015 was 3.40%, a 21 basis point decline from 3.61% for the same period in 2014. The decline in the net interest margin results primarily from the runoff of higher yielding earning assets, the decline in the impact of purchase accounting, existing loans repricing at lower rates, the sale of automobile loans in the third quarter of 2014, and lower spreads to base indices on our variable rate loans. The net interest margin is positively affected by the recognition of purchase accounting benefit from the loan portfolio. The purchase accounting benefit recorded in the first quarter of 2015 was 9 basis points, a decrease of 12 basis points from the 21 basis points recorded during the same period in 2014. Net interest margin, excluding purchase accounting, declined 9 basis points from 3.40% in the first quarter of 2014 to 3.31% for the same period in 2015. For additional information related to our net interest margin, excluding purchase accounting, refer to “Table 3, Reconciliation of Non-GAAP Measures”.

We expect the purchase accounting benefit from the loan portfolio to continue into the future, but would note that the timing of this benefit is not certain. While the purchase accounting marks on the purchased credit impaired loans (“PCI loans”) are accreted at a pool level, the non-PCI fair value marks are accreted at the individual loan level. While the credit mark on the non-PCI loans was always established at a discount, the interest mark on the non-PCI loans were individually established at either premiums or discounts depending upon the terms of the loan compared to market at acquisition date. Accordingly, when non-PCI loans prepay or refinance any remaining purchase accounting mark is accreted into interest income, the impact of which would vary depending upon whether the remaining marks were premiums or discounts. Accordingly, the impact upon the net interest margin is difficult to predict.

When evaluating the net interest margin after the effects of purchase accounting, variances do occur, as an exact repricing of assets and liabilities is not possible. A further explanation of the impact of asset and liability repricing is found in Item 3, “Quantitative and Qualitative Disclosures About Market Risk.”

Provision and Allowance for Loan and Lease Losses

The provision for loan and lease losses is the expense necessary to maintain the allowance for loan and lease losses as of the balance sheet date at a level appropriate to absorb management’s estimate of probable incurred losses in the loan and lease portfolio. A quarterly review of the allowance for loan and lease losses is performed for the purpose of assessing loan quality, identifying impaired loans and leases, analyzing delinquencies, ascertaining loan and lease growth, evaluating potential charge-offs and recoveries, and assessing general economic conditions in the markets we serve.

Net charge-offs for the first quarter of 2015 decreased to $7.6 million, or 0.23% of average loans and leases, when compared to net charge-offs for the first quarter of 2014 of $9.5 million, or 0.28% of average loans and leases. Nonaccrual loans decreased during this period, from $108.4 million at March 31, 2014 to $89.3 million at March 31, 2015. Non-performing assets comprised of nonaccrual loans plus foreclosed real estate, declined from $120.4 million, or 0.89% of total loans and leases at March 31, 2014, to $98.9 million, or 0.73% of total loans and leases at March 31, 2015. “Table 6 – Provision and Allowance for Loan and Lease Losses” provides detail of charge-offs and recoveries by loan category.

The allowance for loan and lease losses was 1.00% of period-end loans and leases, or $134.7 million, at March 31, 2015; 1.01% of period-end loans and leases, or $136.5 million, at December 31, 2014; and 1.14% of period-end loans and leases, or $154.2 million, at March 31, 2014.

Significant drivers of the allowance for loan and lease losses include charge-off history, with the most recent periods receiving more significant weighting, loan portfolio composition, the ratio of originated loans to total loans, loan growth, and internal risk weightings. Charge-offs in the quarter ended March 31, 2015 were lower than in prior quarters in 2014, and our charge-offs have generally declined during recent quarters compared with prior years, which has resulted in the need for a lower allowance for loan loss. Also contributing to the need for a lower allowance for loan loss in the first quarter of 2015 was the change in loan portfolio composition during 2014 with the majority of loan growth in categories with historically lower loss factors. The provision for loan and lease losses in the quarter ended March 31, 2015 decreased compared with the prior year quarter and reflected the lower charge-off activity, and the improving trend in non-performing assets, relative to recent quarters.

Determining the level of the allowance for probable loan and lease losses at any given point in time is difficult, particularly during uncertain economic periods. We must make estimates using assumptions and information that is often subjective and changing. The review of the loan and lease portfolios is a continuing process in light of a changing economy and the dynamics of the banking and regulatory environment. In our opinion, the allowance for loan and lease losses is appropriate to meet probable incurred loan and lease losses at March 31, 2015. There can be no assurance, however, that we will not sustain loan and lease losses in future periods greater than the size of the allowance at March 31, 2015.

Table 6

Provision and Allowance for Loan and Lease Losses


	Three Months Ended March 31
	2015			2014
	(Dollars in thousands)
Balance - beginning of period	$	136,522		$	157,608
Additions		5,799			6,000
Charge-offs:
Commercial, financial, and agricultural		(5,332	)		(4,514	)
Real estate - construction		(268	)		(291	)
Real estate secured - residential		(3,226	)		(3,830	)
Real estate secured - commercial		(1,498	)		(2,607	)
Consumer		(643	)		(1,238	)
Leases		(1,230	)		(920	)

Total charge-offs		(12,197	)		(13,400	)

Recoveries:
Commercial, financial, and agricultural		1,211			1,332
Real estate - construction		233			382
Real estate secured - residential		308			1,034
Real estate secured - commercial		1,720			473
Consumer		224			383
Leases		913			338

Total recoveries		4,609			3,942

Net charge-offs		(7,588	)		(9,458	)

Balance - end of period	$	134,733		$	154,150


Average loans and leases outstanding	$	13,468,346		$	13,574,526
Period-end loans and leases		13,487,951			13,575,295
Net charge-offs as a percentage of average loans and leases (annualized)		0.23	%		0.28	%
Allowance as a percentage of period-end loans and leases		1.00	%		1.14	%

Noninterest Income

Noninterest income represents a significant portion of our revenue. Noninterest income includes service charges on deposit accounts, vehicle origination and servicing fees, wealth management commissions and fees, insurance income, mortgage banking income, capital markets income, gains and losses on securities transactions, and commissions and fees from other business activities. The following table presents a breakdown of our noninterest income.

Table 7

Noninterest Income


							% Change
	Three Months						2015
	Ended March 31,						vs.
	2015			2014			2014
	(Dollars in thousands)
Service charges on deposit accounts	$	8,518		$	9,000			(5.4	)%
Vehicle origination and servicing fees		1,449			2,968			(51.2	)
Wealth management commissions and fees		12,800			12,719			0.6
Commissions on property and casualty insurance sales		4,698			5,666			(17.1	)
Other commissions and fees		5,638			5,035			12.0
Income from bank-owned life insurance		1,853			1,637			13.2
Mortgage banking revenue		2,887			2,410			19.8
Capital markets revenue		2,408			1,240			94.2
Net realized gain (loss) on sales of securities		(5	)		(8	)		(37.5	)
Other		2,066			1,422			45.3

Total noninterest income	$	42,312		$	42,089			0.5

First Quarter 2015 Compared to First Quarter 2014

Noninterest income totaled $42.3 million for the three month period ended March 31, 2015 compared to $42.1 million for the same period in 2014. Noninterest income as a percentage of total revenue (net interest income plus noninterest income) was 24% in 2015 compared to 23% in 2014.

Vehicle origination and servicing fees, which relate to vehicle leasing origination fees and loan and lease portfolio servicing fees for third parties, totaled $1.4 million, a decrease of $1.6 million, or 51.2% compared to 2014. The decrease is primarily due to a 22% decline in vehicle leasing originations at our Hann subsidiary, and a change during the second half of 2014 to classify a portion of the fee income which is better included in interest income.

Commissions on property and casualty insurance sales declined $1.0 million, or 17.1%, from $5.7 million in 2014. The main contributor to the decline was a $0.7 million decrease in insurance carrier incentives paid in 2015 compared to 2014.

Other commissions and fees totaled $5.6 million, an increase of $0.6 million, or 12.0%, compared to $5.0 million in 2014. The increase is primarily due to increased commissions and fees associated with debit/credit card activity resulting from an increase in debit/credit card usage, and letters of credit, partially offset by a decline in title insurance fees due to lower mortgage settlements.

Capital markets revenue totaled $2.4 million, an increase of $1.2 million, or 94.2%, compared to 2014. Commercial lending originations during the quarter generated interest rate swap contracts with a notional value of $93.1 million compared to $46.5 million for the same period in 2014.

Other income increased $0.7 million, or 45.3%, to $2.1 million in 2015, compared to $1.4 million in 2014. The primary contributor was a $0.7 million gain on the sale of small business loans.

The remaining noninterest income items increased $0.3 million, or 1.1%, compared to 2014. Refer to “Table 7 – Noninterest Income” for detail of fluctuations in other categories of noninterest income.

Noninterest Expense

The following table presents a breakdown of Susquehanna’s noninterest expense.

Table 8

Noninterest Expense


					% Change
					2015
	Three Months Ended March 31,				vs.
	2015		2014		2014
	(Dollars in thousands)
Salaries and employee benefits	$	67,165	$	65,581		2.4	%
Occupancy		13,970		13,847		0.9
Furniture and equipment		3,815		3,944		(3.3	)
Professional and technology services		7,253		6,070		19.5
Advertising and marketing		2,720		3,576		(23.9	)
FDIC insurance		4,757		5,121		(7.1	)
Legal fees		1,537		1,527		0.7
Amortization of intangible assets		1,979		2,539		(22.1	)
Vehicle lease disposal		2,914		2,251		29.5
Other		16,048		18,576		(13.6	)

		122,158		123,032		(0.7	)
Merger related		4,432		0		nm	⁽¹⁾

Total noninterest expense	$	126,590	$	123,032		2.9

⁽¹⁾	Not meaningful.

First Quarter 2015 Compared to First Quarter 2014

Noninterest expense totaled $126.6 million for the three month period ended March 31, 2015 compared to $123.0 million for the same period in 2014, a 2.9% increase. Excluding merger related expenses, noninterest expense decreased $0.9 million, or 0.7%, period over period.

Salaries and benefits includes salaries, wages, commissions, stock-based compensation, incentives, pension, and other employee benefit costs. Total salaries and benefits expenses increased $1.6 million, or 2.4%, in 2015 compared to 2014. This increase is due to normal annual salary increases and short-term incentive bonuses.

Professional and technology expenses increased 19.5%, or $1.2 million, to $7.3 million in 2015 compared to $6.1 million in 2014. The primary driver was increased consulting fees related to stress testing, and the implementation of the Basel III capital ratio methodology.

Other expense decreased $2.5 million, or 13.6%, for the first quarter of 2014. Declines in supplies and forms ($0.8), Pennsylvania shares tax ($0.7), various operational losses ($0.5), insurances ($0.3), and OREO and foreclosure expenses ($0.2), were the main components of the period over period decrease.

The remaining noninterest expense items, excluding merger related expenses, decreased $1.1 million, or 3.4% compared to 2014. Refer to “Table 8 – Noninterest Expenses” for detail of fluctuations in other categories of noninterest expenses.

Income Taxes

For information about our income taxes, refer to “Note 8. Income Taxes” to the financial statements appearing in Part I, Item 1, of this report.

Financial Condition

Table 9

Summary of March 31, 2015 Compared to December 31, 2014


	March 31, 2015		December 31, 2014		% Change
	(Dollars in thousands, except per share)
Total assets	$	18,697,294	$	18,661,390		0.2	%
Investment securities available for sale		2,683,358		2,553,655		5.1
Loans and leases		13,487,951		13,517,882		(0.2	)
Deposits		13,765,305		13,721,843		0.3
Shareholders’ equity		2,780,177		2,753,925		1.0
Book value per common share		15.25		15.13		0.8
Tangible book value per common share		8.12		7.98		1.8

Fair Value Measurements and the Fair Value Option for Financial Assets and Financial Liabilities

At March 31, 2015, we had made no elections to use fair value as an alternative measurement for selected financial assets and financial liabilities not previously carried at fair value. In addition, non-financial assets and non-financial liabilities have not been measured at fair value because we have made the determination that the impact on our financial statements would be minimal. For additional information about our financial assets and financial liabilities carried at fair value, refer to “Note 14. Fair Value Disclosures” to the financial statements appearing in Part I, Item 1, of this report.

Securities Available for Sale

Securities available for sale increased 5.1%, or $129.7 million from December 31, 2014, as interest rates offered have risen above Susquehanna’s acceptable threshold for investment. For additional information about our investment securities portfolio, refer to “Note 3. Investment Securities” and “Note 14. Fair Value Disclosures” to the financial statements appearing in Part I, Item 1, of this report.

Loans and Leases

Loans and leases totaled $13.5 billion at both March 31, 2015 and December 31, 2014. For additional information about our loan portfolio, refer to “Note 4. Loans and Leases” to the financial statements appearing in Part I, Item 1, of this report.

Risk Assets

Table 10

Risk Assets


	March 31, 2015			December 31, 2014			% Change
	(Dollars in thousands)
Nonperforming assets:
Nonaccrual loans and leases:
Commercial, financial, and agricultural	$	21,749		$	23,393			(7.0	)%
Real estate - construction		6,539			6,832			(4.3	)
Real estate secured - residential		25,420			21,858			16.3
Real estate secured - commercial		34,421			44,980			(23.5	)
Consumer		34			37			(8.1	)
Leases		1,170			597			96.0

Total nonaccrual loans and leases		89,333			97,697			(8.6	)
Foreclosed real estate		9,575			9,672			(1.0	)

Total nonperforming assets	$	98,908		$	107,369			(7.9	)


Total nonperforming assets as a percentage of period-end loans and leases and foreclosed real estate		0.73	%		0.79	%		(7.6	)
Allowance for loan and lease losses as a percentage of nonaccrual loans and leases		151	%		140	%		7.9

Loans contractually past due 90 days and still accruing	$	3,506		$	8,488			(58.7	)
Performing troubled debt restructurings		47,850			46,856			2.1

Nonperforming assets decreased from $107.4 million at December 31, 2014, to $98.9 million at March 31, 2015. Consequently, total nonperforming assets as a percentage of period-end loans and leases plus foreclosed real estate decreased from 0.79% at December 31, 2014 to 0.73% at March 31, 2015. Troubled debt restructurings increased slightly from $46.9 million at December 31, 2014 to $47.9 million at March 31, 2015.

Of the $180.6 million of impaired loans (nonaccrual, non-consumer loan relationships greater than $1.0 million plus accruing restructured loans) at March 31, 2015, $126.9 million, or 70.3%, had no related reserve (refer to “Note 4. Loans and Leases – Impaired Loans” to the financial statements appearing in Part I, Item 1, of this report). The determination that no related reserve for collateral-dependent loans was required was based on the net realizable value of the underlying collateral less costs to sell.

At March 31, 2015, real estate – construction loans comprised only 5.8% of our total loan and lease portfolio, and accounted for 7.3% of nonaccrual loans and leases and 6.4% of our allowance for loan and lease losses. As a result, we consider real estate - construction loans to be higher-risk loans. Additional information about our real estate – construction loan portfolio is presented in Tables 11, 12, and 13. Categories within these tables are defined as follows:

•

Construction loans – loans used to fund vertical construction for residential and non-residential structures;

•

Land development loans – loans secured by land for which the approvals for site improvements have been obtained, the site improvements are in progress, or the site improvements have been completed; and

•

Raw land – loans secured by land for which there are neither approvals nor site improvements.

Table 11

Construction, Land Development, and Other Land Loans - Portfolio Status


Category	Balance at March 31, 2015		% of Total Construction			Past Due 30-89 Days			Past Due 90 Days and Still Accruing			Non Accrual			Other Internally Monitored ⁽¹⁾			Net Charge- Offs⁽²⁾			Reserve⁽³⁾
	(Dollars in thousands)
1-4 Family:
Construction	$	183,715		23.3	%		3.2	%		0.1	%		0.6	%		8.4	%		(0.1	)%		1.1	%
Land development		80,550		10.2			1.5			0.0			1.1			0.7			0.7			1.1
Raw land		1,995		0.2			9.4			0.0			0.0			0.0			(31.5	)		1.0

		266,260		33.7			2.7			0.1			0.7			6.0			0.0			1.1

All Other:
Construction:
Investor		358,145		45.4			0.0			0.0			1.0			1.3			0.1			1.1
Owner-occupied		47,999		6.1			0.0			0.0			0.0			0.0			0.0			1.1
Land development:
Investor		92,236		11.7			0.0			0.0			0.0			21.1			0.0			1.2
Owner-occupied		3,318		0.4			0.0			0.0			0.0			9.9			0.0			1.0
Raw land:
Investor		19,448		2.5			0.0			0.0			1.4			9.6			(1.5	)		1.5
Owner-occupied		1,233		0.2			0.0			0.0			60.0			28.0			0.0			0.6

		522,379		66.3			0.0			0.0			0.9			5.1			0.0			1.1

Total	$	788,639		100.0			0.9			0.0			0.8			5.4			0.0			1.1

⁽¹⁾	Represents loans with initial signs of some financial weakness and potential problem loans that are on our internally monitored loan list, excluding nonaccrual and past-due loans reflected in the prior three columns.

⁽²⁾	Represents the amount of net charge-offs in each category for the last twelve months divided by the category loan balance at March 31, 2015 plus the net charge-offs.

⁽³⁾	Represents the amount of the allowance for loan and lease losses allocated to this category divided by the category loan balance at March 31, 2015.

Table 12

Construction, Land Development, and Other Land Loans - Collateral Locations


	Balance at March 31, 2015		Geographical Location by %
Category	Balance at March 31, 2015		Maryland			New Jersey			Pennsylvania			Other
	(Dollars in thousands)
1-4 Family:
Construction	$	183,715		48.2	%		6.4	%		39.9	%		5.5	%
Land development		80,550		44.5			7.7			33.2			14.6
Raw land		1,995		0.0			86.3			13.7			0.0

		266,260		46.7			7.4			37.7			8.2

All Other:
Construction:
Investor		358,145		46.8			9.2			32.3			11.7
Owner-occupied		47,999		5.0			26.7			67.0			1.3
Land development:
Investor		92,236		53.6			4.9			31.7			9.8
Owner-occupied		3,318		66.5			0.0			33.5			0.0
Raw land:
Investor		19,448		24.3			1.9			64.1			9.7
Owner-occupied		1,233		96.4			0.0			3.6			0.0

		522,379		43.6			9.7			36.5			10.2

Total	$	788,639		44.7			8.9			36.9			9.5

Table 13

Construction, Land Development, and Other Land Loans - Portfolio Characteristics


Category	Balance at March 31, 2015		Global Debt Coverage Ratio Less than 1.1 Times ⁽¹⁾			Average Loan to Value (current)
	(Dollars in thousands)
1-4 Family:
Construction	$	183,715		9.3	%		96.1	%
Land development		80,550		0.4			84.6
Raw land		1,995		0.0			67.0

		266,260		5.6			94.9

All Other:
Construction:
Investor		358,145		25.8			79.0
Owner-occupied		47,999		0.0			46.7
Land development:
Investor		92,236		6.6			70.6
Owner-occupied		3,318		9.9			47.4
Raw land:
Investor		19,448		19.1			66.1
Owner-occupied		1,233		91.6			69.2

		522,379		19.4			70.5

	$	788,639		14.0			81.6

⁽¹⁾	Global debt coverage ratio is calculated by analyzing the combined cash flows of the borrower, its related entities, and the guarantors (if any). The final global cash flow is divided by the global debt service for the same entities to determine the coverage ratio.

We conduct continuous portfolio reviews of real estate – construction loan relationships in excess of $0.75 million in order to identify potential problem loans. For those loan relationships under $0.75 million, the evaluation of risk is based upon delinquency. The review of loans in excess of $0.75 million consists of:

•

Determining whether the project’s economics are achievable within a time frame such that the available cash flow of this and all of the projects of the borrower/guarantor (whether financed or not financed by us) is sufficient to pay the required payments of interest plus principal during a rolling fifteen-month projection.

•

Determining, based on a review of external sources, the viability/absorption of the projects and whether they align with the borrower/guarantor’s expectations.

•

Reviewing quarterly to assess whether the expectations of the borrower/guarantor and the externally supplied information on the market are aligned to determine if the previous assumptions are still valid or need to be adjusted to meet the expectations that we be fully repaid.

During this process, we also review the liquidity of any guarantors (the secondary source for continuance of the project) to determine if their liquidity will support any extension of the project due to slower than expected absorption (units leased or sold). If the result of any of the determinations set forth above is negative, we consider the loan to be impaired, and it is included in our evaluation of the allowance for loan and lease losses. If a loan is determined to be impaired, the net realizable value of the loan is calculated by using a current (less than one year old) appraisal, and the shortfall is charged off. All partially charged-off loans become part of the calculation for the allowance for loan and lease losses.

Although our impairment and charge-off analyses take into consideration the guarantor’s demonstrated ability and willingness to service the debt, we do not carry any impaired loans at values in excess of the current appraisal due to the loan having a guarantor. Our evaluation of guarantors includes examining their financial wherewithal and their reputation and willingness to work with their lenders. We have consistently assessed the probability for completion of a project by determining the guarantor’s liquidity and the cash flow generated by the project based upon current absorption.

Charge-offs are taken in the quarter that we determine that the loan is impaired and there is a probable incurred loss. We exercise our full legal rights to pursue all assets of the borrower and guarantors.

Guarantors are required to provide us with copies of annual financial statements and tax returns, including all schedules. These financial statements and tax returns are analyzed using variables such as total debt obligation including contingent liabilities (an analysis of those contingent liabilities, the ability to service third party debt, and whether the cash that is left will support our loan), and a review of financial statements to determine living expenses. These results are part of a fifteen-month rolling projection of the borrower’s and the guarantor’s cash flow. With respect to a potential problem loan, the rolling fifteen-month cash flow projection requires verification of all cash or liquid investments each quarter. In addition, we require that these statements are generally current to within one year.

We are well equipped to underwrite the credit worthiness of our sponsors. Over half of our clients have been successfully operating their businesses within our markets for 15 or more years. In addition, many of our sponsors have been either direct clients or have had successful banking relationships with our Credit Relationship managers at other financial institutions that exceed 10 years. All of the Commercial Real Estate team’s leadership has 20 plus years of in market lending and portfolio management experience. Therefore, we have a strong historical perspective as to how our sponsors performed during all stages of an economic cycle.

We continue to aggressively review our portfolio, contact customers to evaluate their financial situation and where necessary, work with them to find proactive solutions to help limit the number of loans that become delinquent or go into default. We believe that the remainder of 2015 will be challenging, with the volatility of key commodity prices continuing to impact the commercial and industrial, commercial real estate, and consumer credit segments. However, we also believe that we have the proper monitoring systems in place to recognize issues in an appropriate time frame and to minimize the effect on our financial results.

Goodwill

For information about goodwill, refer to “Note 6. Goodwill” to the financial statements appearing in Part I, Item 1, of this report.

Deposits

Total deposits increased 0.3%, or $43.5 million, from December 31, 2014 to March 31, 2015. Within this category, core deposits such as demand, interest-bearing demand, and savings increased 1.7%.

Time deposits less than $0.1 million decreased 0.9%, or $19.2 million, from December 31, 2014 to March 31, 2015. Time deposits greater than $0.1 million decreased 6.0%, or $104.8 million, from December 31, 2014 to March 31, 2015. For additional information about deposits, refer to “Note 7. Deposits” to the financial statements appearing in Part I, Item I, of this report.

Borrowings

Total short-term borrowings and long-term debt decreased $41.6 million, or 2.3%, from December 31, 2014 to March 31, 2015 The decline is primarily due to the payoff of long-term debt of variable interest entities totaling $30.6 million.

Shareholders’ Equity

Total shareholders’ equity increased $26.3 million, or 1.0%, during the first three months of 2015. The primary components of the change were net income of $29.0 million, and a $10.5 million positive adjustment to accumulated other comprehensive loss resulting from increased fair values of available for sale securities, which were partially offset by dividends paid to shareholders of $16.4 million, or $.09 per share.

Capital Adequacy

On January 1, 2015, new capital rules, approved by the Federal Reserve Board and other federal banking agencies, became effective for Susquehanna Bancshares, Inc. and its subsidiary Susquehanna Bank. For a full explanation of these rules, refer to “New Capital Rules Applicable in 2015” and “Prompt Corrective Action” on pages 12 through 14 of Susquehanna’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Under the new capital rules, Susquehanna, as a non-advanced approaches banking organization, had the option to exclude the effects of certain AOCI items from the equity calculation. Susquehanna did exercise the one-time irrevocable option to exclude these certain components of AOCI from the equity calculation.

We actively review our capital strategies in light of current and anticipated business risks, future growth opportunities, industry standards, and compliance with regulatory requirements. The assessment of overall capital adequacy depends on a variety of factors, including asset quality, liquidity, earnings stability, competitive forces, economic conditions, and strength of management. At March 31, 2015, the capital ratios of Susquehanna exceed the “well capitalized” thresholds under the current capital requirements as shown below.

Table 14

Susquehanna Capital Ratios


	At March 31, 2015			Well-capitalized Threshold
Common Equity Tier I		10.8	%		6.5	%
Tier 1 Capital		11.8	%		8.0	%
Total Risk-based Capital		12.9	%		10.0	%
Tier 1 Leverage		9.8	%		5.0	%

Recently Adopted or Issued Accounting Guidance

For information about the impact that recently adopted or issued accounting guidance will have on our financial statements, refer to “Note 1. Accounting Policies” to the financial statements appearing in Part I, Item 1, of this report.

Risk Management

As a financial services company we assume or incur risk in conjunction with the execution of our day-to-day business activities. The most significant risks we face fall into six main categories: credit risk, market risk, operational risk, legal and regulatory compliance risk, reputation risk, and strategic risk. While we recognize that legal and regulatory compliance risk is typically a component of operational risk, we believe the significance of this sub-category and impact on our operations warrants its own assessment and reporting category. Our risk management activities are centered on the proper identification, measurement, monitoring, aggregation, reporting, and management of these material risks.

Our Board of Directors (“Board”) is ultimately accountable for the oversight of how management assumes and manages risk in pursuit of preserving shareholder value and driving financial returns. The Board approves Susquehanna’s risk appetite, assesses the effectiveness of the enterprise risk management framework and governance processes, and oversees management’s handling of issues related to risk mitigation.

To this end, the Board has established a Risk Committee (“Board Risk Committee”) whose primary purpose is to exercise oversight of management’s identification of material risks facing the Company and the management and mitigation of these material risks by the management team. The Risk Management Committee of the Board is responsible for the oversight over the enterprise risk management program. Management committees have also been established to support the Board Risk Committee. Management committees include, but are not limited to, the Risk Management Committee, Compliance Committee, CRA and Fair Lending Advisory Committee, and the Enterprise Stress Testing Committee.

Our risk management governance approach is designed to ensure clear lines of risk management accountability and a structured escalation process for key risk information. We adhere to a concept of the “three lines of defense” whereby the lines of business represent the first line of defense owning risks impacting their businesses as well as the control activities to successfully manage those risks. Risk management personnel, including corporate credit risk management personnel, comprise the second line of defense providing independent and centralized oversight over all risk categories by aggregating, analyzing and reporting upon risk information. Internal Audit represents the third line of defense providing an independent assessment and testing of the effectiveness of policies, practices, and controls within the first and second lines of defense.

We have established specific qualitative and quantitative risk principles within our risk appetite framework as well as risk ranges and limits to facilitate the monitoring of risk across our primary risk categories as such risks are incurred by the lines of business during the ordinary course of conducting their business.

The Board Risk Committee formally convenes no less than quarterly to discuss with management the status of our current and prospective risk profile as measured by key risk indicators within each of our defined risk categories (credit, market, operational, legal and regulatory compliance, reputation, strategic). Matters of material risk identified by the first, second, or third line of defense shall be escalated to the Board Risk Committee more frequently as warranted.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market Risks

The types of market risk exposures generally faced by us include:

•

equity market price risk;

•

liquidity risk; and

•

interest rate risk.

Due to the nature of our operations, foreign currency and commodity price risk are not significant to us.

Equity Market Price Risk

Equity market price risk is the risk related to market fluctuations of equity prices in the securities markets. While we do not have significant equity market price risk in our investment portfolio, market price fluctuations may affect fee income generated through our asset management operations. Generally, our fee structure is based on the market value of assets being managed at specific time frames. If market values decline, our fee income may also decline.

Liquidity Risk

Company Liquidity

Our primary sources of liquidity at the parent holding company level are dividends from Susquehanna Bank, dividends from non-bank subsidiaries, investment income, proceeds from the sale of investments, and net proceeds from borrowings and capital offerings. During the three month periods ended March 31, 2015 and 2014, our primary uses of liquidity at the parent holding company level were the payment of interest to holders of notes and capital securities, the payment of dividends to common shareholders, and operating expenses of the parent holding company. At March 31, 2015, $15.2 million was available for dividend distribution to the parent holding company from its banking subsidiary. Additional liquidity is available to us through equity or debt offerings. The ability to execute these transactions could be affected by adverse credit ratings or market conditions.

Management is not aware of any events that are reasonably likely to have a material adverse effect on the parent holding company’s liquidity.

Bank Liquidity

Management believes the sources of liquidity at the Bank are sufficient to support our banking operations.

Susquehanna Bank’s primary sources of liquidity are deposit accounts, purchased funds, repurchase agreements, borrowings, and the sale, maturity, or call of investment securities. Susquehanna’s primary use of liquidity is the origination and purchase of loans; extension of credit; purchase of investment securities; management of working capital; and funding debt and capital service. Deposits represented 88.8% and 88.5% of total bank funding as of March 31, 2015 and December 31, 2014, respectively. Brokered deposits at March 31, 2015 and December 31, 2014 were $230.1 million and $340.9 million representing 1.7% and 2.5% of total deposits, respectively. At March 31, 2015 and December 31, 2014, Susquehanna Bank had approximately $4.2 billion available under a collateralized line of credit with the Federal Home Loan Bank of Pittsburgh; and $3.3 billion and $3.2 billion, respectively, of additional borrowing capacity subject to the pledge of additional collateral. Susquehanna Bank pledged certain auto leases, certain auto loans, certain commercial finance leases, and certain investment securities to the Federal Reserve’s Discount Window to obtain collateralized borrowing availability. Susquehanna Bank had unused collateralized borrowing availability at the Federal Reserve’s Discount Window of $1.6 billion, at both March 31, 2015 and December 31, 2014.

Susquehanna Bank had unrestricted investment securities with a market value of $1.4 billion and $1.2 billion for the periods ended March 31, 2015 and December 31, 2014, respectively.

The Board has designated a management Asset and Liability Committee (“ALCO”) to develop strategies, policies, and procedures to identify, measure, monitor, and control liquidity risk pursuant to its liquidity management policy. The liquidity management policy is commensurate with the complexity, risk profile, and scope of operations of Susquehanna Bank and reflects its risk appetite, tolerances, key risk indicators, and reporting requirements that are deemed appropriate in order to operate in a safe and sound manner. The liquidity management policy includes Susquehanna Bank’s contingency funding plan that assesses liquidity needs that may arise from certain stress events that are bank-specific, as well as the result of external factors.

Interest Rate Risk

We define interest rate risk as the risk to earnings and equity arising from the behavior of interest rates. These behaviors include increases and decreases in interest rates as well as continuation of the current interest rate environment. The Asset Liability & Interest Rate Risk Management Policy (the “ALM Policy”) provides a comprehensive management process for identifying, measuring, monitoring, and managing interest rate risk. The ALM Policy is commensurate with the complexity, risk profile, and scope of operations and reflects the risk appetite, interest rate risk tolerances, and key risk indicators of the Company. The Board has designated the ALCO, through the treasury group, to implement the ALM Policy and to develop strategies to manage interest rate risk.

Our interest rate risk principally consists of reprice, option, basis, and yield curve risk. Reprice risk results from differences in the maturity or repricing characteristics of asset and liability portfolios. Option risk arises from embedded options in the investment and loan portfolios such as investment securities calls and loan prepay options. Option risk also exists since deposit customers may withdraw funds at their discretion in response to general market conditions, competitive alternatives to existing accounts or other factors. The exercise of such options may result in higher costs or lower revenue for the Company. Basis risk refers to the potential for changes in the underlying relationship between market rates or indices, which subsequently result in narrowing spreads on interest-earning assets and interest-bearing liabilities. Basis risk also exists in administered rate liabilities, such as interest-bearing checking accounts, savings accounts and money market accounts where the price sensitivity of such products may vary relative to general markets rates. Yield curve risk refers to the adverse consequences of nonparallel shifts in the yield curves of various market indices that impact our assets and liabilities.

We use simulation analysis as a primary method to assess earnings at risk and equity at risk due to assumed changes in interest rates. Management uses the results of its various simulation analyses in combination with other data and observations to formulate strategies designed to maintain interest rate risk within risk tolerances.

Earnings at risk is defined as the change in net interest income (excluding provision for loan and lease losses and income tax expense) due to assumed changes in interest rates. Earnings at risk is generally used to assess interest rate risk over relatively short time horizons. We compute earnings at risk on a monthly basis over one and two-year time horizons.

Equity at risk is defined as the change in the net economic value of assets and liabilities due to changes in interest rates compared to a base net economic value. The discounted present value of all cash flows represents our economic value of equity. Equity at risk is generally considered a measure of the long-term interest rate exposures of the balance sheet at a point in time. We compute equity at risk on a monthly basis.

We conduct scenario analyses across a range of instantaneous, parallel, and sustained interest rate shocks and measure the percent of change in earnings and equity relative to a base case scenario assuming no movement in interest rates. The range of interest rate shocks includes upward and downward movements of rates through 400 basis points in 100 basis point increments, subject to market conditions that may render certain rate shocks impracticable. For example, during the current period of ultra-low interest rates, downward interest rate shocks have been suspended. The ALM Policy defines this series of scenario analysis as Core Scenarios. The size and composition of the balance sheet is held constant for the Core Scenarios. Measures of earnings at risk computed over a one-year time horizon and equity at risk produced from the Core Scenarios are defined as key risk indicators and are compared to risk tolerances established by the ALCO and the Board.

We conduct scenario analysis across a range of other changes in interest rates including ramped rate changes, non-parallel rate changes, and changes in key interest rates that do not move in tandem for upward and downward interest rate shocks. The specific interest rate scenarios that are analyzed are developed by the treasury group in consultation with the ALCO. We also conduct scenario analyses assuming changes in the size and composition of the balance sheet to support business planning, budgeting, and forecasting.

Simulation analysis involves the use of several assumptions including, but not limited to, the timing of cash flows such as investment security calls, loan prepayment speeds, deposit attrition rates, the interest rate sensitivity of loans and deposits relative to general market rates, and the behavior of interest rates and spreads. Furthermore, equity at risk simulation uses assumptions regarding discount rates that value cash flows. Simulation analysis is highly dependent on model assumptions that may vary from actual outcomes. For example, higher levels of interest rate sensitivity of deposits to upward movements in interest rates may adversely impact net interest income. Additionally, slower prepayment speeds of loans may adversely impact the economic value of equity in a rising interest rate environment. Key simulation assumptions are subject to stress testing to assess the impact of assumption changes on earnings at risk and equity at risk. We also use back-testing to assess the effectiveness of simulation analysis in identifying, measuring, monitoring, and managing interest rate risk. From time to time, key model assumptions may be modified to improve the effectiveness of simulation analysis.

Table 15 summarizes the results of the Core Scenarios for equity at risk and earnings at risk assuming instantaneous, parallel, and sustained upward interest rate shocks of 100 and 200 basis points at March 31, 2015 and December 31, 2014. The results for equity at risk assuming a 200 basis point increase in interest rates produces a positive 0.5% change in equity while the results for earnings at risk assuming a 200 basis point increase in interest rates produces a positive 6.1% change in net interest income over a one-year time horizon. Equity at risk and earnings at risk may not produce highly correlated results due to the fundamental nature of the two simulation techniques. Equity at risk measures cash flows over time horizons that capture the interest rate characteristics of assets and liabilities that may change within one year and beyond one year. In contrast, the calculation of earnings at risk is focused on the interest rate characteristics of assets and liabilities that may alter earnings within a one-year time horizon.

Table 15

Susquehanna Rate Shock Analysis


	Net Interest Income						Economic Value of Equity
	+100bp			+200bp			+100bp			+200bp
March 31, 2015		2.6	%		6.1	%		0.3	%		0.5	%
December 31, 2014		2.0	%		5.0	%		-0.5	%		-0.8	%
March 31, 2014		1.9	%		4.9	%		-0.7	%		-1.6	%
Risk-tolerance		-5.0	%		-7.5	%		-5.0	%		-10.0	%

Derivative Financial Instruments and Hedging Activities

Our interest rate risk management strategy involves hedging the repricing characteristics of certain assets and liabilities to mitigate adverse effects on our net interest margin and cash flows from changes in interest rates. While we do not participate in speculative derivatives trading, we consider it prudent to use certain derivative instruments to add stability to our interest income and expense, to modify the duration of specific assets and liabilities, and to manage our exposure to interest rate movements.

Additionally, we execute derivative instruments in the form of interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those derivatives are immediately hedged by offsetting derivative contracts, such that we minimize our net risk exposure resulting from such transactions. We do not use credit default swaps in our investment or hedging operations.

For additional information about our derivative financial instruments, refer to “Note 12. Derivative Financial Instruments” and “Note 14. Fair Value Disclosures” to the financial statements appearing in Part I, Item 1, of this report.

Vehicle Leasing Residual Value Risk

In an effort to manage the vehicle residual value risk arising from the auto leasing business of Hann and our affiliate bank, Hann and the bank have entered into arrangements with Auto Lenders Liquidation Center, Inc. (“Auto Lenders”) pursuant to which Hann or Susquehanna Bank, as applicable, effectively transferred to Auto Lenders substantially all residual value risk of its respective auto lease portfolio, and all residual value risk on any new leases originated over the term of the applicable agreement. Auto Lenders, is a long-standing used-vehicle remarketer with five retail locations in New Jersey and has access to various wholesale facilities throughout the country. Under these arrangements, Auto Lenders agrees to purchase the beneficial interest in all vehicles returned by the obligors at the scheduled expiration of the related leases for a purchase price equal to the stated residual value of such vehicles. Stated residual values of new leases are set in accordance with the standards approved in advance by Auto Lenders. Under a servicing agreement with Auto Lenders, Hann agrees to make monthly guaranty payments to Auto Lenders based upon a negotiated schedule covering a three-year period. At the end of each year, the servicing agreement may be renewed by the mutual agreement of the parties for an additional one-year term, beyond the current three-year term, subject to renegotiation of the payments. During the renewal process, we periodically evaluate the best remarketing and/or residual guarantee alternatives for Hann and our bank subsidiary.

Item 4. Controls and Procedures.

(a)

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report have been designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

(b)

Change in Internal Control Over Financial Reporting

No change in our internal control over financial reporting occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1.

Legal Proceedings.

Susquehanna and its subsidiaries are engaged in lines of business that are heavily regulated and involve a large volume of financial transactions with numerous customers through offices in Pennsylvania, Maryland, New Jersey and West Virginia. Although we have developed policies and procedures to minimize the impact of legal noncompliance and other disputes, litigation presents an ongoing risk. In the ordinary course of operations, Susquehanna and our subsidiaries are subject to routine litigation incidental to our business.

Lehman Litigation

In September 2010, Lehman Brothers Special Financing Inc. (“LBSF”) filed suit in the United States Bankruptcy Court for the Southern District of New York against certain indenture trustees, certain special-purpose entities (issuers) and a class of noteholders and trust certificate holders who received distributions from the trustees, including Susquehanna, to recover funds that were allegedly improperly paid to the noteholders in forty-seven separate collateralized debt obligation transactions (“CDO”). In June 2007, two of our affiliates each purchased $5.0 million in AAA rated Class A Notes of a CDO offered by Lehman Brothers Inc. Concurrently with the issuance of the notes, the issuer entered into a credit swap with LBSF. Lehman Brothers Holdings Inc. (“LBHI”) guaranteed LBSF’s obligations to the issuer under the credit swap. When LBHI filed for bankruptcy in September 2008, an Event of Default under the indenture occurred, and the trustee declared the notes to be immediately due and payable. Susquehanna was repaid its principal on the notes in September 2008.

Preliminary motions are currently pending and the proceeding is in the early stages of discovery; thus it is not yet possible for us to estimate potential loss, if any. Although it is not possible to predict the ultimate resolution or financial liability with respect to this litigation, management, after consultation with legal counsel, currently does not anticipate that the aggregate liability, if any, arising out of this proceeding will have a material adverse effect on our financial position, or cash flows; although, at the present time, management is not in a position to determine whether such proceeding will have a material adverse effect on our results of operations in any future quarterly reporting period.

Fair Labor Standards Act Litigation

On January 14, 2015, Patricia Struett, individually and on behalf of all others similarly situated, filed suit against Susquehanna Bancshares, Inc. in the United States District Court for the Eastern District of Pennsylvania, Docket No. 15-cv-00176-JFL. The Plaintiffs’ complaint is a purported collective and class action alleging violations of the Fair Labor Standards Act (“FLSA”) and the New Jersey Wage and Hour Laws and Regulations. The Plaintiffs allege the potential collective and class members worked as Residential Mortgage Bankers who were improperly classified as exempt from the overtime pay requirements of the FLSA and state law and who worked more than 40 hours in any week without receiving all overtime compensation required by the FLSA and state law.

This legal proceeding is in its early stages. Susquehanna filed an answer with affirmative defenses and is vigorously defending the claims asserted. It is not yet possible for us to estimate potential loss, if any. Although it is not possible to predict the ultimate resolution of financial liability with respect to this litigation, management, after consultation with legal counsel, currently does not anticipate that the aggregate liability, if any, arising out of this proceeding will have a material adverse effect on our results of operation, financial position, or cash flows.

Shareholder Litigation

Nine individuals claiming to be shareholders of Susquehanna have made seven separate demands under Pennsylvania law on Susquehanna’s board of directors, requesting the board to remedy alleged failures to engage in an independent and fair process in connection with Susquehanna’s pending merger with BB&T (the “Merger”). Eight of these individuals have filed six separate purported shareholder class action and derivative lawsuits challenging the Merger and alleging, among other things, that Susquehanna’s directors failed to fulfill their fiduciary duties with regard to the Merger. Certain of the complaints also allege that the preliminary Form S-4 filed by BB&T on December 15, 2014 provides inadequate and/or materially misleading information. The plaintiffs seek, among other things, injunctive relief to prevent the consummation of Susquehanna’s merger with BB&T or, in the event the Merger is consummated, monetary damages. On December 30, 2014, Plaintiffs Wayne Waldeck and Linda and Wade Burkholder filed a motion seeking to consolidate their actions and any other related shareholder actions under the caption In re Susquehanna Bancshares, Inc. Stockholder Litigation, No. CI-14-10817 and to appoint interim co-lead plaintiffs’ counsel. The Court granted that motion on January 26, 2015.

On February 25, 2015, the defendants entered into a memorandum of understanding with the plaintiffs in the demands and actions regarding the settlement of those demands and actions. Susquehanna, BB&T, and the other defendants deny all of the allegations made in the demands and the actions and believe the disclosures in the Proxy Statement are adequate under the law. Nevertheless, Susquehanna, BB&T, and the other defendants have agreed to settle those demands and actions in order to avoid the costs, disruption, and distraction of further litigation.

Susquehanna and BB&T also could be subject to additional demands or litigation related to the Merger whether or not the Merger is consummated.

Other Legal Proceedings and Investigations

Susquehanna and certain of its subsidiaries have been named as defendants in various legal actions arising out of the normal course of business, including claims against entities to which Susquehanna is a successor as a result of business combinations. In the opinion of management, the ultimate resolution of these lawsuits should not have a material adverse effect on Susquehanna’s business, consolidated financial position or results of operations. It is possible, however, that future developments could result in an unfavorable ultimate outcome for, or resolution of, any one or more of the lawsuits in which Susquehanna or its subsidiaries are defendants, which may be material to Susquehanna’s results of operations for a particular quarterly reporting period. Litigation is inherently uncertain, and management cannot make assurances that Susquehanna will prevail in any of these actions, nor can management reasonably estimate the amount of damages that Susquehanna might incur.

In addition, from time to time, Susquehanna receives subpoenas and other requests for information from various federal and state governmental and regulatory authorities in connection with certain industry-wide, company-specific or other investigations or proceedings. Susquehanna’s policy is to be fully cooperative with such inquiries. Any of these matters may result in material adverse consequences to Susquehanna and/or its directors, officers and other personnel, including: adverse judgments, findings, settlements, fines, penalties, orders, injunctions or other actions; amendments and/or restatements of Susquehanna’s filings with the SEC and/or its financial statements, as applicable; and determinations of material weaknesses in our disclosure controls and procedures. Investigations by regulatory authorities may from time to time result in civil or criminal referrals to law enforcement authorities such as the Department of Justice or a United States Attorney. Among other matters, Susquehanna has received a subpoena from the Department of Justice requiring the production of documents in connection with a civil investigation focused on, among other things, return deposit rates for payment processor and certain merchant customers of Susquehanna Bank. Susquehanna has responded to the subpoena and continues to cooperate with the government’s investigation, which is ongoing. In the event that the Department of Justice were to bring any proceeding, demand or claim against Susquehanna as a result of the investigation, such action could include the Department of Justice seeking injunctive and monetary relief against Susquehanna under the Financial Institutions Reform, Recovery and Enforcement Act of 1989.

Item 1A. Risk Factors.

There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.†

The Exhibits filed as part of this report are as follows:


3.1		Amended and Restated Articles of Incorporation, dated May 6, 2011, incorporated by reference to Exhibit 3.1 to Susquehanna’s Quarterly Report on Form 10-Q, filed August 8, 2011.

3.2		Amended and Restated By-Laws, dated December 10, 2013, incorporated by reference to Exhibit 3.1 of Susquehanna’s Current Report on Form 8-K, filed December 13, 2013.

31.1		Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer is filed herewith as Exhibit 31.1.

31.2		Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer is filed herewith as Exhibit 31.2.

32		Section 1350 Certifications are filed herewith as Exhibit 32.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document

†	Upon request by the SEC, the registrant agrees to furnish to the SEC a copy of any instrument with respect to unregistered long-term debt of the registrant in accordance with Item 601(b)(4)(iii)(A) of Regulation S-K promulgated under the Exchange Act.

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.


				SUSQUEHANNA BANCSHARES, INC.

May 7, 2015				/s/ William J. Reuter
				William J. Reuter
				Chairman of the Board and Chief Executive Officer

May 7, 2015				/s/ Michael W. Harrington
				Michael W. Harrington
				Executive Vice President and Chief
				Financial Officer

EXHIBIT INDEX


3.1		Amended and Restated Articles of Incorporation, dated May 6, 2011, incorporated by reference to Exhibit 3.1 to Susquehanna’s Quarterly Report on Form 10-Q, filed August 8, 2011.

3.2		Amended and Restated By-Laws, dated December 10, 2013, incorporated by reference to Exhibit 3.1 of Susquehanna’s Current Report on Form 8-K, filed December 13, 2013.

31.1		Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer is filed herewith as Exhibit 31.1.

31.2		Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer is filed herewith as Exhibit 31.2.

32		Section 1350 Certifications are filed herewith as Exhibit 32.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document

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