8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)July 25, 2019

Associated Banc-Corp

(Exact name of registrant as specified in its charter)

Wisconsin	001-31343	39-1098068
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

433 Main Street, Green Bay, Wisconsin	54301
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code920-491-7500

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Securities Registered Pursuant to Section 12(b) of the act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common stock, par value $0.01 per share	ASB	The New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 6.125% Non-Cumulative Perpetual Preferred Stock, Series C	ASB PrC	The New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series D	ASB PrD	The New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 5.875% Non-Cumulative Perpetual Preferred Stock, Series E	ASB PrE	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

[ ] Emerging growth company

[ ] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02 Results of Operations and Financial Condition.

On July 25, 2019, Associated Banc-Corp announced its earnings for the quarter ended June 30, 2019. A copy of the registrant’s press release containing this information and the slide presentation discussed on the conference call for investors and analysts on July 25, 2019, are being furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Report on Form 8-K and are incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are furnished as part of this Report on Form 8-K:

99.1    Press release of the registrant dated July 25, 2019, containing financial information for the quarter ended June 30, 2019.

99.2    Slide presentation discussed on the conference call for investors and analysts on July 25, 2019.

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 hereunto duly authorized.
	Associated Banc-Corp
	(Registrant)
Date: July 25, 2019	By:	/s/ Christopher J. Del Moral-Niles
		Christopher J. Del Moral-Niles
		Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE Investor Contact: Robb Timme, Senior Vice President, Director of Investor Relations 920-491-7059 Media Contact: Jennifer Kaminski, Vice President, Public Relations Senior Manager 920-491-7576

Associated Banc-Corp Reports Second Quarter 2019 Earnings of $0.49 Per Common Share,

or $0.51 Per Common Share Excluding $4 million in Acquisition Related Costs¹,

Year-to-Date Earnings Per Share up 10% from Prior Year

GREEN BAY, Wis. -- July 25, 2019 -- Associated Banc-Corp (NYSE: ASB) ("Associated" or "Company") today reported net income available to common equity ("earnings") of $81 million, or $0.49 per common share for the quarter ended June 30, 2019. These amounts compare to net income available to common equity of $87 million, or $0.50 per common share for the quarter ended June 30, 2018. Year to date earnings were $0.99 per share compared to $0.90 per share in the same period last year.

“Our commercial and business lending remained strong in the second quarter and, as anticipated, our commercial real estate portfolio has returned to growth. Our results were also aided by improved fee income, driven by mortgage banking and capital markets fees," said President and CEO Philip B. Flynn. "We completed the Huntington Bank branch acquisition in June and expect these deposits, along with our efforts to reposition other funding sources, will result in stable to improving net interest margin for the balance of the year."

SECOND QUARTER 2019 SUMMARY (all comparisons to the second quarter of 2018)

• Average loans of $23.4 billion were up 2%, or $349 million

• Average deposits of $25.1 billion were up 6%, or $1.4 billion

• Net interest income of $214 million decreased $13 million, or 6%

• Net interest margin of 2.87% declined 15 basis points from 3.02%

• Provision for credit losses of $8 million increased $4 million

• Noninterest income of $96 million increased 3%, or $3 million

• Noninterest expense of $198 million was down 6%, or $13 million

• Income before income taxes was essentially unchanged

• During the quarter, the Company repurchased nearly 2 million shares, or $40 million, of common stock

• Total dividends paid per common share were $0.17, up 13%

• Return on average common equity Tier 1 decreased to 13.1% from 14.0%

¹This is a non-GAAP financial measure. Management believes these measures are meaningful because they reflect adjustments commonly made by management, investors, regulators, and analysts to evaluate the adequacy of earnings per common share, provide greater understanding of ongoing operations and enhance comparability of results with prior periods. See page 10 of the attached tables for a reconciliation of GAAP financial measures to non-GAAP financial measures which exclude acquisition related costs.

Loans

Second quarter 2019 average loans of $23.4 billion were up $349 million, or 2%, from the year ago quarter, and were up $251 million from the first quarter driven by increased commercial and business lending.

With respect to second quarter 2019 average balances by loan category:

• Commercial and business lending increased $925 million from the year ago quarter and increased $245 million from the first quarter to $8.6 billion. General commercial lending and power & utilities specialized lending drove the increase from the year ago quarter.

• Consumer lending decreased $1 million from the year ago quarter and decreased $8 million from the first quarter to $9.6 billion.

• Commercial real estate lending decreased $575 million from the year ago quarter to $5.1 billion. However, CRE increased $13 million from the first quarter as strong production outpaced paydown activity.

Investments

Second quarter 2019 average investment securities of $6.5 billion were managed lower by $549 million, or 8% from the year ago quarter, and were down $356 million compared to the first quarter as the company used its investment portfolio as a source of funds during the quarter and sought to reposition its investments for a stable to declining rate environment.

• Taxable securities decreased $995 million from the year ago quarter and decreased $455 million from the first quarter as lower yielding, primarily mortgage backed securities were sold. Losses realized on the sales were mitigated by gains on equity securities.

• Tax-exempt securities increased $446 million from the year ago quarter and increased $98 million from the first quarter.

Deposits

Second quarter 2019 average deposits of $25.1 billion were up $1.4 billion, or 6% from the year ago quarter and were up $525 million compared to the first quarter. During the quarter, the Company reduced its higher-cost deposits in anticipation of the approximately $730 million in lower-cost deposits received in the Huntington transaction in late June.

With respect to second quarter 2019 average balances by deposit category:

• Time deposits increased $979 million from the year ago quarter and increased $422 million from the first quarter to $3.5 billion.

• Savings increased $427 million from the year ago quarter and increased $221 million from the first quarter to $2.3 billion.

• Interest-bearing demand deposits increased $249 million from the year ago quarter and increased $245 million from the first quarter to $5.0 billion.

• Noninterest-bearing demand deposits decreased $42 million from the year ago quarter, but increased $107 million from the first quarter to $5.1 billion.

• Money market deposits decreased $72 million from the year ago quarter and decreased $270 million from the first quarter to $7.1 billion.

• Network transaction deposits decreased $106 million from the year ago quarter and decreased $200 million from the first quarter to $2.0 billion.

Net Interest Income and Net Interest Margin

Second quarter 2019 net interest income of $214 million was down 6%, or $13 million, while the net interest margin decreased 15 basis points to 2.87% from the year ago quarter, primarily due to lower prepayments and accretion related to the Bank Mutual acquisition. Second quarter 2019 net interest income decreased 1%, or $2 million, and the net interest margin decreased 3 basis points from the prior quarter, driven by compression in LIBOR rates.

• The average yield on total commercial loans for the second quarter of 2019 increased 19 basis points to 4.94% from the year ago quarter, but decreased 4 basis points from the prior quarter.

• The average cost of total interest-bearing deposits for the second quarter of 2019 increased 52 basis points to 1.35% from the year ago quarter and increased 5 basis points from the prior quarter.

• The net free funds benefit, which is the net margin increase from noninterest-bearing deposits, increased 9 basis points in the second quarter of 2019 compared to the year ago quarter and increased 1 basis point from the prior quarter.

Noninterest Income

Second quarter 2019 total noninterest income of $96 million increased $3 million from the year ago quarter and increased $5 million from the prior quarter.

With respect to second quarter 2019 noninterest income line items:

• Mortgage banking revenues were up $3 million from the year ago quarter and were up $5 million from the previous quarter.

• Capital markets fees were essentially unchanged from the year ago quarter but were up $2 million from the previous quarter.

• Insurance commissions and fees were down $1 million from the year ago quarter and were down $2 million from the previous quarter as timing of contingency fees enhanced results in the first quarter of 2019.

Noninterest Expense

Second quarter 2019 total noninterest expense of $198 million decreased 6%, or $13 million from the year ago quarter, but increased $6 million from the prior quarter. The year ago quarter included $7 million of Bank Mutual acquisition related costs while the current quarter and prior quarter included $4 million and $1 million of Huntington branch acquisition related costs, respectively.

With respect to second quarter 2019 noninterest expense line items:

• Personnel expense decreased $1 million from the year ago quarter, and increased $3 million from the prior quarter due primarily to severance costs and increased commissions expense.

• Occupancy expense decreased $1 million from the year ago quarter, and decreased $3 million from the prior quarter due primarily to lower snow removal expense.

• Technology expense increased $1 million from the year ago quarter and the prior quarter as the company continued to make investments to enhance its online and mobile product offerings.

• The Company's FDIC assessment decreased $4 million from the year ago quarter with the removal of the FDIC surcharge but increased $1 million from the prior quarter due to loan growth.

Taxes

The second quarter 2019 effective tax rate was 18% compared to 14% in the year ago quarter and 21% in the prior quarter. The lower effective tax rates in the current quarter and in the year ago quarter were due to one-time tax benefits; in the current quarter the Company contributed appreciated stock to its charitable trust and in the second quarters of 2018 and 2019 the Company received tax benefits from implementing tax planning strategies to maximize the positive impact of the Tax Cut and Jobs Act. Going forward, the company expects its tax rate to be approximately 21% for full-year 2019.

Credit

The second quarter 2019 provision for credit losses was $8 million, up from $4 million in the year ago quarter and up from $6 million in the prior quarter. With respect to second quarter 2019 credit quality:

• Potential problem loans of $166 million were down $76 million from both the year ago quarter and the prior quarter.

• Nonaccrual loans of $167 million were down $38 million from the year ago quarter, but were up $11 million from the prior quarter. The nonaccrual loans to total loans ratio was 0.72% in the second quarter, compared to 0.89% in the year ago quarter and 0.67% in the prior quarter.

• Other real estate owned (OREO) of $18 million was down $9 million from the year ago quarter, which was elevated due to pending Bank Mutual branch dispositions. OREO was up $6 million from the prior quarter due to the pending disposition of recently consolidated branches related to the Huntington branch acquisition.

• Net charge offs of $13 million were up $5 million from the year ago quarter and up $6 million from the prior quarter.

• The allowance for loan losses of $234 million was down $19 million from the year ago quarter and was down $1 million from the prior quarter. The allowance for loan losses to total loans ratio was 1.00% in the second quarter of 2019, compared to 1.10% in the year ago quarter, and 1.02% in the prior quarter.

Capital

The Company’s capital position remains strong, with a CET1 capital ratio of 10.1%at June 30, 2019. The Company’s capital ratios continue to be in excess of the Basel III “well-capitalized” regulatory benchmarks on a fully phased in basis.

During the quarter, the Company repurchased nearly 2 million shares, or $40 million, of common stock at an average price of $22.57 per share.

SECOND QUARTER 2019 EARNINGS RELEASE CONFERENCE CALL

The Company will host a conference call for investors and analysts at 4:00 p.m. Central Time (CT) today, July 25, 2019. Interested parties can access the live webcast of the call through the Investor Relations section of the Company's website, http://investor.associatedbank.com. Parties may also dial into the call at 877-407-8037 (domestic) or 201-689-8037 (international) and request the Associated Banc-Corp second quarter 2019 earnings call. The second quarter 2019 financial tables with an accompanying slide presentation will be available on the Company's website just prior to the call. An audio archive of the webcast will be available on the Company's website approximately fifteen minutes after the call is over.

ABOUT ASSOCIATED BANC-CORP

Associated Banc-Corp (NYSE: ASB) has total assets of $33 billion and is one of the top 50 publicly traded U.S. bank holding companies. Headquartered in Green Bay, Wisconsin, Associated is a leading Midwest banking franchise, offering a full range of financial products and services from more than 240 banking locations serving more than 120 communities throughout Wisconsin, Illinois and Minnesota, and commercial financial services in Indiana, Michigan, Missouri, Ohio and Texas. Associated Bank, N.A. is an Equal Housing Lender, Equal Opportunity Lender and Member FDIC. More information about Associated Banc-Corp is available at www.associatedbank.com.

FORWARD-LOOKING STATEMENTS

Statements made in this document which are not purely historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. This includes any statements regarding management’s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings, or other measures of performance.  Such forward-looking statements may be identified by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “should,” “will,” “intend,” "target," “outlook,” or similar expressions.  Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. Actual results may differ materially from those contained in the forward-looking statements.  Factors which may cause actual results to differ materially from those contained in such forward-looking statements include those identified in the Company’s most recent Form 10-K and subsequent SEC filings.  Such factors are incorporated herein by reference. 

NON-GAAP FINANCIAL MEASURES

This press release and related materials may contain references to measures which are not defined in generally accepted accounting principles (“GAAP”). Information concerning these non-GAAP financial measures can be found in the financial tables. Management believes these measures are meaningful because they reflect adjustments commonly made by management, investors, regulators, and analysts to evaluate the adequacy of earnings per common share, provide a greater understanding of ongoing operations and enhance comparability of results with prior periods.

# # #

Associated Banc-Corp Consolidated Balance Sheets (Unaudited)
($ in thousands)	Jun 30, 2019			Mar 31, 2019			Seql Qtr $ Change			Dec 31, 2018			Sep 30, 2018			Jun 30, 2018			Comp Qtr $ Change
Assets
Cash and due from banks	$	382,985		$	334,095		$	48,890		$	507,187		$	374,168		$	396,761		$	(13,776	)
Interest-bearing deposits in other financial institutions	172,708			270,843			(98,135		)	221,226			147,848			71,462			101,246
Federal funds sold and securities purchased under agreements to resell	1,385			41,405			(40,020		)	148,285			24,325			3,150			(1,765		)
Investment securities held to maturity, at amortized cost	2,806,064			2,846,689			(40,625		)	2,740,511			2,661,755			2,602,247			203,817
Investment securities available for sale, at fair value	3,283,456			3,829,388			(545,932		)	3,946,941			4,052,624			4,260,037			(976,581		)
Equity securities	15,066			1,609			13,457			1,568			1,573			1,613			13,453
Federal Home Loan Bank and Federal Reserve Bank stocks, at cost	202,758			216,940			(14,182		)	250,534			220,825			249,040			(46,282		)
Residential loans held for sale	129,303			81,392			47,911			64,321			134,361			143,022			(13,719		)
Commercial loans held for sale	11,000			15,467			(4,467		)	14,943			30,452			—			11,000
Loans	23,249,967			23,148,359			101,608			22,940,429			22,867,112			22,976,786			273,181
Allowance for loan losses	(233,659		)	(235,081		)	1,422			(238,023		)	(236,250		)	(252,601		)	18,942
Loans, net	23,016,308			22,913,278			103,030			22,702,406			22,630,861			22,724,184			292,124
Bank and corporate owned life insurance	668,638			665,976			2,662			663,203			661,009			659,592			9,046
Investment in unconsolidated subsidiaries	222,812			194,670			28,142			161,181			156,878			161,676			61,136
Premises and equipment (a)	432,058			411,040			21,018			363,225			358,926			361,385			70,673
Goodwill	1,176,019			1,168,944			7,075			1,169,023			1,168,922			1,166,665			9,354
Mortgage servicing rights, net	66,175			66,626			(451		)	68,193			67,872			66,980			(805		)
Other intangible assets, net	93,915			73,610			20,305			75,836			78,069			80,346			13,569
Other assets (a)	591,976			568,894			23,082			549,274			718,534			704,484			(112,508		)
Total assets	$	33,272,628		$	33,700,866		$	(428,238	)	$	33,647,859		$	33,489,002		$	33,652,647		$	(380,019	)
Liabilities and stockholders’ equity
Noninterest-bearing demand deposits	$	5,354,987		$	5,334,154		$	20,833		$	5,698,530		$	5,421,270		$	5,341,361		$	13,626
Interest-bearing deposits	19,919,235			20,198,903			(279,668		)	19,198,863			19,410,342			18,474,953			1,444,282
Total deposits	25,274,222			25,533,057			(258,835		)	24,897,393			24,831,612			23,816,314			1,457,908
Federal funds purchased and securities sold under agreements to repurchase	83,195			127,098			(43,903		)	111,651			166,556			203,733			(120,538		)
Commercial paper	28,787			32,019			(3,232		)	45,423			43,604			52,791			(24,004		)
FHLB advances	2,742,941			2,944,769			(201,828		)	3,574,371			3,332,655			4,797,857			(2,054,916		)
Other long-term funding	796,403			796,007			396			795,611			795,215			497,619			298,784
Accrued expenses and other liabilities	447,286			432,047			15,239			442,522			522,321			514,087			(66,801		)
Total liabilities	29,372,835			29,864,996			(492,161		)	29,866,971			29,691,963			29,882,403			(509,568		)
Stockholders’ equity
Preferred equity	256,716			256,716			—			256,716			256,716			159,401			97,315
Common equity
Common stock	1,752			1,752			—			1,752			1,752			1,751			1
Surplus	1,695,715			1,689,792			5,923			1,712,615			1,709,078			1,704,587			(8,872		)
Retained earnings	2,288,909			2,235,824			53,085			2,181,414			2,128,490			2,070,872			218,037
Accumulated other comprehensive income (loss)	(59,063		)	(103,375		)	44,312			(124,972		)	(135,520		)	(119,888		)	60,825
Treasury stock, at cost	(284,235		)	(244,840		)	(39,395		)	(246,638		)	(163,478		)	(46,479		)	(237,756		)
Total common equity	3,643,077			3,579,153			63,924			3,524,171			3,540,322			3,610,843			32,234
Total stockholders’ equity	3,899,794			3,835,870			63,924			3,780,888			3,797,038			3,770,244			129,550
Total liabilities and stockholders’ equity	$	33,272,628		$	33,700,866		$	(428,238	)	$	33,647,859		$	33,489,002		$	33,652,647		$	(380,019	)

Numbers may not sum due to rounding.

(a) During the second quarter of 2019, the Corporation reclassified operating leases from Other Assets to Premises and Equipment. March 31, 2019 balances were restated for comparability.

Page 1

Associated Banc-Corp Consolidated Statements of Income (Unaudited)
($ in thousands, except per share data)						Comp Qtr					YTD		YTD			Comp YTD
	2Q19		2Q18			$ Change			% Change		Jun 2019		Jun 2018			$ Change			% Change
Interest income
Interest and fees on loans	$	260,784	$	246,646		$	14,138		6	%	$	519,637	$	466,680		$	52,957		11	%
Interest and dividends on investment securities
Taxable	26,710		30,623			(3,913		)	(13	)%	55,764		60,727			(4,963		)	(8	)%
Tax-exempt	14,643		10,783			3,860			36	%	28,459		20,000			8,459			42	%
Other interest	3,995		3,153			842			27	%	8,221		5,330			2,891			54	%
Total interest income	306,133		291,205			14,928			5	%	612,081		552,737			59,344			11	%
Interest expense
Interest on deposits	67,050		38,431			28,619			74	%	129,823		71,843			57,980			81	%
Interest on federal funds purchased and securities sold under agreements to repurchase	286		538			(252		)	(47	)%	913		1,060			(147		)	(14	)%
Interest on other short-term funding	37		51			(14		)	(27	)%	88		111			(23		)	(21	)%
Interest on FHLB advances	17,744		21,279			(3,535		)	(17	)%	37,298		34,402			2,896			8	%
Interest on long-term funding	7,396		4,544			2,852			63	%	14,792		9,088			5,704			63	%
Total interest expense	92,513		64,843			27,670			43	%	182,914		116,504			66,410			57	%
Net interest income	213,619		226,362			(12,743		)	(6	)%	429,167		436,233			(7,066		)	(2	)%
Provision for credit losses	8,000		4,000			4,000			100	%	14,000		4,000			10,000			N/M
Net interest income after provision for credit losses	205,619		222,362			(16,743		)	(8	)%	415,167		432,233			(17,066		)	(4	)%
Noninterest income
Insurance commissions and fees	22,985		23,996			(1,011		)	(4	)%	48,449		46,644			1,805			4	%
Wealth management fees (a)	20,691		20,333			358			2	%	40,870		40,975			(105		)	—	%
Service charges and deposit account fees	15,426		16,390			(964		)	(6	)%	30,542		32,810			(2,268		)	(7	)%
Card-based fees	10,131		10,115			16			—	%	19,392		19,557			(165		)	(1	)%
Other fee-based revenue	5,178		4,272			906			21	%	9,161		8,252			909			11	%
Capital markets, net	4,726		4,783			(57		)	(1	)%	7,916		10,089			(2,173		)	(22	)%
Mortgage banking, net	9,466		6,258			3,208			51	%	14,178		12,628			1,550			12	%
Bank and corporate owned life insurance	3,352		3,978			(626		)	(16	)%	7,144		7,165			(21		)	—	%
Asset gains (losses), net (b)	871		2,497			(1,626		)	(65	)%	1,438		2,390			(952		)	(40	)%
Investment securities gains (losses), net	463		(2,015		)	2,478			N/M		2,143		(2,015		)	4,158			N/M
Other	2,547		2,235			312			14	%	5,807		4,727			1,080			23	%
Total noninterest income	95,837		92,842			2,995			3	%	187,040		183,222			3,818			2	%
Noninterest expense
Personnel	123,228		123,980			(752		)	(1	)%	243,279		241,665			1,614			1	%
Technology	20,114		19,452			662			3	%	39,126		37,167			1,959			5	%
Occupancy	13,830		15,071			(1,241		)	(8	)%	30,302		30,428			(126		)	—	%
Business development and advertising	6,658		7,067			(409		)	(6	)%	13,293		13,760			(467		)	(3	)%
Equipment	5,577		5,953			(376		)	(6	)%	11,245		11,509			(264		)	(2	)%
Legal and professional	4,668		6,284			(1,616		)	(26	)%	8,619		11,697			(3,078		)	(26	)%
Card issuance costs	1,290		2,412			(1,122		)	(47	)%	2,266		4,744			(2,478		)	(52	)%
Loan costs	952		761			191			25	%	2,316		1,733			583			34	%
Foreclosure / OREO expense, net	924		1,021			(97		)	(10	)%	1,491		1,744			(253		)	(15	)%
FDIC assessment	4,500		8,250			(3,750		)	(45	)%	8,250		16,500			(8,250		)	(50	)%
Other intangible amortization	2,324		2,168			156			7	%	4,551		3,693			858			23	%
Acquisition related costs (c)	3,734		7,107			(3,373		)	(47	)%	4,366		27,712			(23,346		)	(84	)%
Other	9,979		11,732			(1,753		)	(15	)%	20,346		21,873			(1,527		)	(7	)%
Total noninterest expense	197,779		211,258			(13,479		)	(6	)%	389,450		424,223			(34,773		)	(8	)%
Income before income taxes	103,678		103,947			(269		)	—	%	212,756		191,232			21,524			11	%
Income tax expense	19,017		14,754			4,263			29	%	41,409		32,583			8,826			27	%
Net income	84,661		89,192			(4,531		)	(5	)%	171,347		158,648			12,699			8	%
Preferred stock dividends	3,801		2,329			1,472			63	%	7,601		4,668			2,933			63	%
Net income available to common equity	$	80,860	$	86,863		$	(6,003	)	(7	)%	$	163,746	$	153,980		$	9,766		6	%
Earnings per common share
Basic	$	0.49	$	0.51		$	(0.02	)	(4	)%	$	1.00	$	0.92		$	0.08		9	%
Diluted	$	0.49	$	0.50		$	(0.01	)	(2	)%	$	0.99	$	0.90		$	0.09		10	%
Average common shares outstanding
Basic	162,180		170,633			(8,453		)	(5	)%	163,049		167,096			(4,047		)	(2	)%
Diluted	163,672		173,409			(9,737		)	(6	)%	164,518		169,920			(5,402		)	(3	)%

N/M = Not meaningful

Numbers may not sum due to rounding.

(a) Includes trust, asset management, brokerage, and annuity fees.

(b) 2Q19 and YTD 2019 include less than $1 million of Huntington related asset losses; 2Q18 and YTD June 2018 include approximately $1 million of Bank Mutual acquisition related asset losses net of asset gains.

(c) Includes Bank Mutual and Huntington branch acquisition related costs only.

Page 2

Associated Banc-Corp Consolidated Statements of Income (Unaudited) - Quarterly Trend
($ in thousands, except per share data)					Seql Qtr														Comp Qtr
	2Q19		1Q19		$ Change			% Change		4Q18			3Q18			2Q18			$ Change			% Change
Interest income
Interest and fees on loans	$	260,784	$	258,853	$	1,931		1	%	$	260,661		$	249,649		$	246,646		$	14,138		6	%
Interest and dividends on investment securities
Taxable	26,710		29,053		(2,343		)	(8	)%	29,119			29,895			30,623			(3,913		)	(13	)%
Tax-exempt	14,643		13,816		827			6	%	12,899			11,883			10,783			3,860			36	%
Other interest	3,995		4,226		(231		)	(5	)%	3,257			4,036			3,153			842			27	%
Total interest income	306,133		305,948		185			—	%	305,936			295,464			291,205			14,928			5	%
Interest expense
Interest on deposits	67,050		62,773		4,277			7	%	54,159			50,116			38,431			28,619			74	%
Interest on federal funds purchased and securities sold under agreements to repurchase	286		627		(341		)	(54	)%	442			504			538			(252		)	(47	)%
Interest on other short-term funding	37		51		(14		)	(27	)%	36			38			51			(14		)	(27	)%
Interest on FHLB advances	17,744		19,554		(1,810		)	(9	)%	19,948			19,318			21,279			(3,535		)	(17	)%
Interest on long-term funding	7,396		7,396		—			—	%	7,396			6,095			4,544			2,852			63	%
Total interest expense	92,513		90,401		2,112			2	%	81,980			76,072			64,843			27,670			43	%
Net interest income	213,619		215,547		(1,928		)	(1	)%	223,955			219,392			226,362			(12,743		)	(6	)%
Provision for credit losses	8,000		6,000		2,000			33	%	1,000			(5,000		)	4,000			4,000			100	%
Net interest income after provision for credit losses	205,619		209,547		(3,928		)	(2	)%	222,955			224,392			222,362			(16,743		)	(8	)%
Noninterest income
Insurance commissions and fees	22,985		25,464		(2,479		)	(10	)%	21,232			21,636			23,996			(1,011		)	(4	)%
Wealth management fees (a)	20,691		20,180		511			3	%	20,364			21,224			20,333			358			2	%
Service charges and deposit account fees	15,426		15,115		311			2	%	16,361			16,904			16,390			(964		)	(6	)%
Card-based fees	10,131		9,261		870			9	%	10,316			9,783			10,115			16			—	%
Other fee-based revenue	5,178		3,983		1,195			30	%	5,260			4,307			4,272			906			21	%
Capital markets, net	4,726		3,189		1,537			48	%	4,931			5,099			4,783			(57		)	(1	)%
Mortgage banking, net	9,466		4,712		4,754			101	%	3,271			4,012			6,258			3,208			51	%
Bank and corporate owned life insurance	3,352		3,792		(440		)	(12	)%	3,247			3,540			3,978			(626		)	(16	)%
Asset gains (losses), net (b)	871		567		304			54	%	(2,456		)	(1,037		)	2,497			(1,626		)	(65	)%
Investment securities gains (losses), net	463		1,680		(1,217		)	(72	)%	—			30			(2,015		)	2,478			N/M
Other	2,547		3,260		(713		)	(22	)%	1,522			2,802			2,235			312			14	%
Total noninterest income	95,837		91,202		4,635			5	%	84,046			88,300			92,842			2,995			3	%
Noninterest expense
Personnel	123,228		120,050		3,178			3	%	116,535			124,476			123,980			(752		)	(1	)%
Technology	20,114		19,012		1,102			6	%	17,944			17,563			19,452			662			3	%
Occupancy	13,830		16,472		(2,642		)	(16	)%	14,174			14,519			15,071			(1,241		)	(8	)%
Business development and advertising	6,658		6,636		22			—	%	8,950			8,213			7,067			(409		)	(6	)%
Equipment	5,577		5,668		(91		)	(2	)%	5,897			5,838			5,953			(376		)	(6	)%
Legal and professional	4,668		3,951		717			18	%	5,888			5,476			6,284			(1,616		)	(26	)%
Card issuance costs	1,290		977		313			32	%	1,442			2,247			2,412			(1,122		)	(47	)%
Loan costs	952		1,364		(412		)	(30	)%	790			1,430			761			191			25	%
Foreclosure / OREO expense, net	924		567		357			63	%	909			950			1,021			(97		)	(10	)%
FDIC assessment	4,500		3,750		750			20	%	5,750			7,750			8,250			(3,750		)	(45	)%
Other intangible amortization	2,324		2,226		98			4	%	2,233			2,233			2,168			156			7	%
Acquisition related costs (c)	3,734		632		3,102			N/M		(981		)	2,271			7,107			(3,373		)	(47	)%
Other	9,979		10,366		(387		)	(4	)%	13,632			11,445			11,732			(1,753		)	(15	)%
Total noninterest expense	197,779		191,671		6,108			3	%	193,163			204,413			211,258			(13,479		)	(6	)%
Income before income taxes	103,678		109,078		(5,400		)	(5	)%	113,839			108,279			103,947			(269		)	—	%
Income tax expense	19,017		22,392		(3,375		)	(15	)%	24,854			22,349			14,754			4,263			29	%
Net income	84,661		86,686		(2,025		)	(2	)%	88,985			85,929			89,192			(4,531		)	(5	)%
Preferred stock dividends	3,801		3,801		—			—	%	3,707			2,409			2,329			1,472			63	%
Net income available to common equity	$	80,860	$	82,885	$	(2,025	)	(2	)%	$	85,278		$	83,521		$	86,863		$	(6,003	)	(7	)%
Earnings per common share
Basic	$	0.49	$	0.50	$	(0.01	)	(2	)%	$	0.52		$	0.49		$	0.51		$	(0.02	)	(4	)%
Diluted	$	0.49	$	0.50	$	(0.01	)	(2	)%	$	0.51		$	0.48		$	0.50		$	(0.01	)	(2	)%
Average common shares outstanding
Basic	162,180		163,928		(1,748		)	(1	)%	164,662			170,516			170,633			(8,453		)	(5	)%
Diluted	163,672		165,433		(1,761		)	(1	)%	166,394			172,802			173,409			(9,737		)	(6	)%

N/M = Not meaningful

Numbers may not sum due to rounding.

(a) Includes trust, asset management, brokerage, and annuity fees.

(b) 2Q19 includes less than $1 million of Huntington related asset losses; 3Q18 and 2Q18 include approximately $1 million of Bank Mutual acquisition related asset losses net of asset gains.

(c) Includes Bank Mutual and Huntington branch acquisition related costs only.

Page 3

Associated Banc-Corp Selected Quarterly Information
($ in millions except per share data; shares repurchased and outstanding in thousands)	YTD Jun 2019			YTD Jun 2018			2Q19			1Q19			4Q18			3Q18			2Q18
Per common share data
Dividends	$	0.34		$	0.30		$	0.17		$	0.17		$	0.17		$	0.15		$	0.15
Market value:
High	23.67			28.85			23.15			23.67			26.55			28.35			28.85
Low	19.77			23.60			19.81			19.77			18.72			26.00			24.20
Close	21.14			27.30			21.14			21.35			19.79			26.00			27.30
Book value	22.40			20.95			22.40			21.77			21.43			21.06			20.95
Tangible book value / share	14.59			13.71			14.59			14.21			13.86			13.64			13.71
Performance ratios (annualized)
Return on average assets	1.03		%	0.98		%	1.01		%	1.05		%	1.07		%	1.02		%	1.07		%
Effective tax rate	19.46		%	17.04		%	18.34		%	20.53		%	21.83		%	20.64		%	14.19		%
Dividend payout ratio (a)	34.00		%	32.61		%	34.69		%	34.00		%	32.69		%	30.61		%	29.41		%
Net interest margin	2.89		%	2.97		%	2.87		%	2.90		%	3.02		%	2.92		%	3.02		%
Selected trend information
Average full time equivalent employees (b)	4,663			4,715			4,666			4,660			4,659			4,707			4,792
Branch count							247			233			236			236			237
Assets under management, at market value (c)							$	11,475		$	11,192		$	10,291		$	11,206		$	10,776
Mortgage loans originated for sale during period	$	459		$	516		$	297		$	163		$	245		$	331		$	319
Mortgage loan settlements during period	$	432		$	482		$	272		$	160		$	305		$	345		$	294
Mortgage portfolio serviced for others							$	8,504		$	8,543		$	8,601		$	8,547		$	8,501
Mortgage servicing rights, net / mortgage portfolio serviced for others							0.78		%	0.78		%	0.79		%	0.79		%	0.79		%
Shares repurchased during period	3,063			1,357			1,754			1,308			3,764			4,349			249
Shares outstanding, end of period	162,662			172,358			162,662			164,418			164,440			168,138			172,358
Selected quarterly ratios
Loans / deposits							91.99		%	90.66		%	92.14		%	92.09		%	96.47		%
Stockholders’ equity / assets							11.72		%	11.38		%	11.24		%	11.34		%	11.20		%
Risk-based capital (d) (e)
Total risk-weighted assets							$	24,490		$	24,140		$	23,875		$	23,907		$	24,059
Common equity Tier 1							$	2,481		$	2,485		$	2,450		$	2,475		$	2,528
Common equity Tier 1 capital ratio							10.13		%	10.29		%	10.26		%	10.35		%	10.51		%
Tier 1 capital ratio							11.18		%	11.36		%	11.33		%	11.42		%	11.17		%
Total capital ratio							13.24		%	13.46		%	13.47		%	13.56		%	13.36		%
Tier 1 leverage ratio							8.49		%	8.49		%	8.48		%	8.43		%	8.32		%
Loans
Recorded investment on loans							$	23,180		$	23,078		$	22,872		$	22,800		$	22,916
Net unaccreted purchase discount on performing loans (f)							(16		)	(16		)	(18		)	(21		)	(26		)
Net other deferred costs							85			86			87			87			87
Loans							$	23,250		$	23,148		$	22,940		$	22,867		$	22,977

Numbers may not sum due to rounding.

(a) Ratio is based upon basic earnings per common share.

(b) Average full time equivalent employees without overtime.

(c) Excludes assets held in brokerage accounts.

(d) The Federal Reserve establishes regulatory capital requirements, including well-capitalized standards for the Corporation. The regulatory capital requirements effective for the Corporation follow Basel III, subject to certain transition provisions.

(e) June 30, 2019 data is estimated.

(f) Includes loans obtained from the acquisition of Bank Mutual and the Huntington branch acquisition.

Page 4

Associated Banc-Corp Selected Asset Quality Information
($ in thousands)	Jun 30, 2019			Mar 31, 2019			Seql Qtr % Change		Dec 31, 2018			Sep 30, 2018			Jun 30, 2018			Comp Qtr % Change
Allowance for loan losses
Balance at beginning of period	$	235,081		$	238,023		(1	)%	$	236,250		$	252,601		$	257,058		(9	)%
Provision for loan losses	12,000			4,500			167	%	2,000			(4,000		)	4,000			N/M
Charge offs	(15,761		)	(15,486		)	2	%	(6,151		)	(17,304		)	(14,926		)	6	%
Recoveries	2,339			8,044			(71	)%	5,923			4,953			6,470			(64	)%
Net charge offs	(13,421		)	(7,442		)	80	%	(228		)	(12,351		)	(8,456		)	59	%
Balance at end of period	$	233,659		$	235,081		(1	)%	$	238,023		$	236,250		$	252,601		(7	)%
Allowance for unfunded commitments
Balance at beginning of period	$	25,836		$	24,336		6	%	$	25,336		$	26,336		$	26,336		(2	)%
Provision for unfunded commitments	(4,000		)	1,500			N/M		(1,000		)	(1,000		)	—			N/M
Amount recorded at acquisition	70			—			N/M		—			—			—			N/M
Balance at end of period	$	21,907		$	25,836		(15	)%	$	24,336		$	25,336		$	26,336		(17	)%
Allowance for credit losses	$	255,566		$	260,917		(2	)%	$	262,359		$	261,586		$	278,937		(8	)%
Provision for credit losses	$	8,000		$	6,000		33	%	$	1,000		$	(5,000	)	$	4,000		100	%
($ in thousands)	Jun 30, 2019			Mar 31, 2019			Seql Qtr % Change		Dec 31, 2018			Sep 30, 2018			Jun 30, 2018			Comp Qtr % Change
Net charge offs
Commercial and industrial	$	(12,177	)	$	(7,428	)	64	%	$	2,974		$	(6,893	)	$	(6,606	)	84	%
Commercial real estate—owner occupied	(104		)	1,193			N/M		282			(252		)	270			N/M
Commercial and business lending	(12,281		)	(6,235		)	97	%	3,256			(7,145		)	(6,336		)	94	%
Commercial real estate—investor	3			31			(90	)%	(2,107		)	(3,958		)	(1,189		)	N/M
Real estate construction	151			—			N/M		106			(195		)	48			N/M
Commercial real estate lending	153			31			N/M		(2,001		)	(4,153		)	(1,141		)	N/M
Total commercial	(12,127		)	(6,203		)	96	%	1,255			(11,298		)	(7,477		)	62	%
Residential mortgage	(365		)	(457		)	(20	)%	(94		)	5			(135		)	170	%
Home equity	239			309			(23	)%	(270		)	200			140			71	%
Other consumer	(1,169		)	(1,090		)	7	%	(1,118		)	(1,258		)	(984		)	19	%
Total consumer	(1,294		)	(1,239		)	4	%	(1,482		)	(1,053		)	(979		)	32	%
Total net charge offs	$	(13,421	)	$	(7,442	)	80	%	$	(228	)	$	(12,351	)	$	(8,456	)	59	%
(In basis points)	Jun 30, 2019			Mar 31, 2019					Dec 31, 2018			Sep 30, 2018			Jun 30, 2018
Net charge offs to average loans (annualized)
Commercial and industrial	(64		)	(40		)			16			(39		)	(39		)
Commercial real estate—owner occupied	(4		)	53					13			(11		)	12
Commercial and business lending	(57		)	(30		)			16			(36		)	(33		)
Commercial real estate—investor	—			—					(22		)	(40		)	(12		)
Real estate construction	5			—					3			(5		)	1
Commercial real estate lending	1			—					(15		)	(30		)	(8		)
Total commercial	(35		)	(19		)			4			(34		)	(22		)
Residential mortgage	(2		)	(2		)			—			—			(1		)
Home equity	11			14					(12		)	9			6
Other consumer	(132		)	(123		)			(121		)	(133		)	(105		)
Total consumer	(5		)	(5		)			(6		)	(4		)	(4		)
Total net charge offs	(23		)	(13		)			—			(21		)	(15		)
($ in thousands)	Jun 30, 2019			Mar 31, 2019			Seql Qtr % Change		Dec 31, 2018			Sep 30, 2018			Jun 30, 2018			Comp Qtr % Change
Credit Quality
Nonaccrual loans	$	166,707		$	155,556		7	%	$	127,901		$	154,092		$	204,460		(18	)%
Other real estate owned (OREO) (a)	18,355			12,286			49	%	11,984			25,653			27,207			(33	)%
Other nonperforming assets	—			—			N/M		—			6,379			7,059			(100	)%
Total nonperforming assets	$	185,062		$	167,843		10	%	$	139,885		$	186,124		$	238,726		(22	)%
Loans 90 or more days past due and still accruing	$	2,088		$	2,218		(6	)%	$	2,165		$	2,175		$	1,839		14	%
Allowance for loan losses to loans	1.00		%	1.02		%			1.04		%	1.03		%	1.10		%
Net unaccreted purchase discount to net purchased loans	1.35		%	1.41		%			1.44		%	1.48		%	1.58		%
Allowance for loan losses to nonaccrual loans	140.16		%	151.12		%			186.10		%	153.32		%	123.55		%
Nonaccrual loans to total loans	0.72		%	0.67		%			0.56		%	0.67		%	0.89		%
Nonperforming assets to total loans plus OREO	0.80		%	0.72		%			0.61		%	0.81		%	1.04		%
Nonperforming assets to total assets	0.56		%	0.50		%			0.42		%	0.56		%	0.71		%
Year-to-date net charge offs to average loans (annualized)	0.18		%	0.13		%			0.13		%	0.18		%	0.16		%

(a) The increase from the first quarter 2019 was primarily driven by the pending disposition of recently consolidated branches as a result of the Huntington branch acquisition. The decrease from the second quarter 2018 was due to the sale of pending Bank Mutual branch dispositions during the fourth quarter of 2018.

Page 5

Associated Banc-Corp Selected Asset Quality Information (continued)
(In thousands)	Jun 30, 2019		Mar 31, 2019		Seql Qtr % Change		Dec 31, 2018		Sep 30, 2018		Jun 30, 2018		Comp Qtr % Change
Nonaccrual loans
Commercial and industrial	$	84,151	$	73,379	15	%	$	41,021	$	50,146	$	81,776	3	%
Commercial real estate—owner occupied	571		890		(36	)%	3,957		4,779		18,649		(97	)%
Commercial and business lending	84,722		74,269		14	%	44,978		54,925		100,425		(16	)%
Commercial real estate—investor	1,485		776		91	%	1,952		19,725		26,503		(94	)%
Real estate construction	427		739		(42	)%	979		1,154		1,544		(72	)%
Commercial real estate lending	1,912		1,516		26	%	2,931		20,879		28,047		(93	)%
Total commercial	86,634		75,784		14	%	47,909		75,804		128,472		(33	)%
Residential mortgage	68,166		67,323		1	%	67,574		65,896		62,896		8	%
Home equity	11,835		12,300		(4	)%	12,339		12,324		12,958		(9	)%
Other consumer	72		149		(52	)%	79		68		134		(46	)%
Total consumer	80,073		79,772		—	%	79,992		78,288		75,988		5	%
Total nonaccrual loans	$	166,707	$	155,556	7	%	$	127,901	$	154,092	$	204,460	(18	)%
	Jun 30, 2019		Mar 31, 2019		Seql Qtr % Change		Dec 31, 2018		Sep 30, 2018		Jun 30, 2018		Comp Qtr % Change
Restructured loans (accruing)
Commercial and industrial	$	16,850	$	15,443	9	%	$	25,478	$	38,885	$	32,438	(48	)%
Commercial real estate—owner occupied	1,970		2,026		(3	)%	2,080		3,746		3,820		(48	)%
Commercial and business lending	18,820		17,469		8	%	27,558		42,631		36,258		(48	)%
Commercial real estate—investor	315		1,700		(81	)%	799		350		372		(15	)%
Real estate construction	232		311		(25	)%	311		218		222		5	%
Commercial real estate lending	547		2,011		(73	)%	1,110		568		594		(8	)%
Total commercial	19,367		19,480		(1	)%	28,668		43,199		36,852		(47	)%
Residential mortgage	17,645		18,226		(3	)%	16,036		16,986		17,934		(2	)%
Home equity	7,247		7,688		(6	)%	7,385		7,792		7,900		(8	)%
Other consumer	1,222		1,154		6	%	1,174		1,177		1,037		18	%
Total consumer	26,114		27,068		(4	)%	24,595		25,955		26,871		(3	)%
Total restructured loans (accruing)	$	45,481	$	46,548	(2	)%	$	53,263	$	69,154	$	63,723	(29	)%
Nonaccrual restructured loans (included in nonaccrual loans)	$	24,332	$	24,172	1	%	$	26,292	$	33,757	$	38,005	(36	)%
	Jun 30, 2019		Mar 31, 2019		Seql Qtr % Change		Dec 31, 2018		Sep 30, 2018		Jun 30, 2018		Comp Qtr % Change
Accruing Loans 30-89 Days Past Due
Commercial and industrial	$	4,909	$	3,295	49	%	$	525	$	5,732	$	588	N/M
Commercial real estate—owner occupied	2,018		6,066		(67	)%	2,699		6,126		193		N/M
Commercial and business lending	6,926		9,361		(26	)%	3,224		11,858		781		N/M
Commercial real estate—investor	1,382		1,090		27	%	3,767		373		828		67	%
Real estate construction	151		6,773		(98	)%	330		517		19,765		(99	)%
Commercial real estate lending	1,532		7,863		(81	)%	4,097		890		20,593		(93	)%
Total commercial	8,459		17,224		(51	)%	7,321		12,748		21,374		(60	)%
Residential mortgage	9,756		13,274		(27	)%	9,706		8,899		9,341		4	%
Home equity	5,827		6,363		(8	)%	6,049		8,080		7,270		(20	)%
Other consumer	1,838		2,364		(22	)%	2,269		1,979		1,735		6	%
Total consumer	17,422		22,001		(21	)%	18,024		18,958		18,346		(5	)%
Total accruing loans 30-89 days past due	$	25,881	$	39,225	(34	)%	$	25,345	$	31,706	$	39,720	(35	)%
	Jun 30, 2019		Mar 31, 2019		Seql Qtr % Change		Dec 31, 2018		Sep 30, 2018		Jun 30, 2018		Comp Qtr % Change
Potential Problem Loans
Commercial and industrial	$	58,658	$	111,772	(48	)%	$	116,578	$	144,468	$	172,177	(66	)%
Commercial real estate—owner occupied	24,237		48,929		(50	)%	55,964		32,526		38,879		(38	)%
Commercial and business lending	82,895		160,701		(48	)%	172,542		176,994		211,056		(61	)%
Commercial real estate—investor	77,766		70,613		10	%	67,481		49,842		24,790		N/M
Real estate construction	3,166		4,600		(31	)%	3,834		3,392		3,168		—	%
Commercial real estate lending	80,932		75,213		8	%	71,315		53,234		27,958		189	%
Total commercial	163,828		235,914		(31	)%	243,856		230,228		239,014		(31	)%
Residential mortgage	1,983		5,351		(63	)%	5,975		6,073		2,355		(16	)%
Home equity	32		91		(65	)%	103		148		142		(77	)%
Other consumer	—		—		N/M		—		—		6		(100	)%
Total consumer	2,014		5,443		(63	)%	6,078		6,221		2,503		(20	)%
Total potential problem loans	$	165,842	$	241,357	(31	)%	$	249,935	$	236,449	$	241,517	(31	)%

N/M = Not meaningful

Numbers may not sum due to rounding.

Page 6

Associated Banc-Corp Net Interest Income Analysis - Fully Tax-Equivalent Basis - Sequential and Comparable Quarter
	Three Months Ended
	June 30, 2019						March 31, 2019						June 30, 2018
($ in thousands)	Average Balance		Interest Income /Expense		Average Yield /Rate		Average Balance		Interest Income /Expense		Average Yield /Rate		Average Balance		Interest Income /Expense		Average Yield /Rate
Assets
Earning assets
Loans (a) (b) (c)
Commercial and business lending	$	8,621,609	$	103,029	4.79	%	$	8,376,163	$	100,298	4.86	%	$	7,697,057	$	86,771	4.52	%
Commercial real estate lending	5,130,954		66,522		5.19	%	5,117,926		65,512		5.19	%	5,705,817		72,049		5.06	%
Total commercial	13,752,563		169,551		4.94	%	13,494,089		165,810		4.98	%	13,402,874		158,820		4.75	%
Residential mortgage	8,378,082		72,692		3.47	%	8,366,452		73,981		3.54	%	8,310,358		69,774		3.36	%
Retail	1,223,726		19,095		6.25	%	1,242,973		19,355		6.26	%	1,292,196		18,466		5.72	%
Total loans	23,354,371		261,338		4.48	%	23,103,514		259,147		4.53	%	23,005,428		247,060		4.30	%
Investment securities
Taxable	4,523,260		26,710		2.36	%	4,977,866		29,053		2.34	%	5,518,077		30,623		2.22	%
Tax-exempt (a)	1,943,485		18,304		3.77	%	1,845,352		17,270		3.74	%	1,497,192		13,587		3.63	%
Other short-term investments	479,590		3,995		3.34	%	468,449		4,226		3.65	%	392,009		3,153		3.22	%
Investments and other	6,946,335		49,009		2.81	%	7,291,666		50,549		2.78	%	7,407,277		47,363		2.56	%
Total earning assets	30,300,707		$	310,347	4.10	%	30,395,180		$	309,695	4.11	%	30,412,705		$	294,423	3.88	%
Other assets, net	3,161,076						3,049,123						3,022,659
Total assets	$	33,461,783					$	33,444,303					$	33,435,364
Liabilities and stockholders' equity
Interest-bearing liabilities
Interest-bearing deposits
Savings	$	2,319,556	$	1,686	0.29	%	$	2,098,834	$	1,150	0.22	%	$	1,892,808	$	210	0.04	%
Interest-bearing demand	4,984,511		15,309		1.23	%	4,739,662		13,920		1.19	%	4,735,514		9,918		0.84	%
Money market	7,118,594		20,883		1.18	%	7,388,174		20,786		1.14	%	7,190,178		12,045		0.67	%
Network transaction deposits	2,024,604		12,456		2.47	%	2,225,027		13,626		2.48	%	2,130,854		9,503		1.79	%
Time deposits	3,544,317		16,717		1.89	%	3,121,960		13,291		1.73	%	2,565,001		6,755		1.06	%
Total interest-bearing deposits	19,991,581		67,050		1.35	%	19,573,656		62,773		1.30	%	18,514,355		38,431		0.83	%
Federal funds purchased and securities sold under agreements to repurchase	115,694		286		0.99	%	177,361		627		1.43	%	259,713		538		0.83	%
Commercial paper	30,612		37		0.49	%	41,640		51		0.50	%	65,631		51		0.31	%
FHLB advances	3,171,353		17,744		2.24	%	3,639,660		19,554		2.18	%	4,809,071		21,279		1.77	%
Long-term funding	796,169		7,396		3.72	%	795,757		7,396		3.72	%	497,517		4,544		3.65	%
Total short and long-term funding	4,113,829		25,463		2.48	%	4,654,418		27,628		2.40	%	5,631,932		26,412		1.88	%
Total interest-bearing liabilities	24,105,410		$	92,513	1.54	%	24,228,074		$	90,401	1.51	%	24,146,287		$	64,843	1.08	%
Noninterest-bearing demand deposits	5,089,928						4,982,553						5,131,894
Other liabilities	413,550						418,546						436,130
Stockholders’ equity	3,852,894						3,815,130						3,721,053
Total liabilities and stockholders’ equity	$	33,461,783					$	33,444,303					$	33,435,364
Interest rate spread					2.56	%					2.60	%					2.80	%
Net free funds					0.31	%					0.30	%					0.22	%
Fully tax-equivalent net interest income and net interest margin ("NIM")			$	217,834	2.87	%			$	219,294	2.90	%			$	229,580	3.02	%
Fully tax-equivalent adjustment			4,215						3,747						3,217
Net interest income			$	213,619					$	215,547					$	226,362

Numbers may not sum due to rounding.

(a) The yield on tax-exempt loans and securities is computed on a fully tax-equivalent basis using a tax rate of 21% and is net of the effects of certain disallowed interest deductions.

(b) Nonaccrual loans and loans held for sale have been included in the average balances.

(c) Interest income includes amortization of net deferred loan origination costs and net accreted purchase loan discount.

Page 7

Associated Banc-Corp Net Interest Income Analysis - Fully Tax-Equivalent Basis - Year Over Year
	Six Months Ended June 30,
	2019						2018
($ in thousands)	Average Balance		Interest Income /Expense		Average Yield / Rate		Average Balance		Interest Income /Expense		Average Yield / Rate
Assets
Earning assets
Loans (a) (b) (c)
Commercial and business lending	$	8,499,564	$	203,327	4.82	%	$	7,506,399	$	161,476	4.34	%
Commercial real estate lending	5,124,476		132,034		5.19	%	5,553,469		133,554		4.85	%
Total commercial	13,624,040		335,361		4.96	%	13,059,868		295,030		4.55	%
Residential mortgage (d)	8,372,299		146,673		3.50	%	8,188,955		136,729		3.34	%
Retail (d)	1,233,297		38,450		6.25	%	1,295,716		35,765		5.54	%
Total loans	23,229,636		520,485		4.51	%	22,544,539		467,523		4.17	%
Investment securities
Taxable	4,749,307		55,764		2.35	%	5,547,289		60,727		2.19	%
Tax-exempt (a)	1,894,689		35,573		3.76	%	1,405,561		25,200		3.59	%
Other short-term investments	474,050		8,221		3.49	%	353,152		5,330		3.04	%
Investments and other	7,118,047		99,558		2.79	%	7,306,003		91,257		2.50	%
Total earning assets	30,347,682		$	620,043	4.10	%	29,850,541		$	558,780	3.76	%
Other assets, net	3,105,409						2,953,835
Total assets	$	33,453,091					$	32,804,377
Liabilities and stockholders' equity
Interest-bearing liabilities
Interest-bearing deposits
Savings	$	2,209,804	$	2,836	0.26	%	$	1,808,207	$	412	0.05	%
Interest-bearing demand	4,862,763		29,229		1.21	%	4,620,383		17,736		0.77	%
Money market	7,252,639		41,669		1.16	%	7,202,684		21,830		0.61	%
Network transaction deposits	2,124,262		26,082		2.48	%	2,269,000		18,281		1.62	%
Time deposits	3,334,305		30,007		1.82	%	2,639,731		13,585		1.04	%
Total interest-bearing deposits	19,783,773		129,823		1.32	%	18,540,005		71,843		0.78	%
Federal funds purchased and securities sold under agreements to repurchase	146,357		913		1.26	%	267,602		1,060		0.80	%
Commercial paper	36,096		88		0.49	%	69,654		111		0.32	%
FHLB advances	3,404,213		37,298		2.21	%	4,275,753		34,402		1.62	%
Long-term funding	795,964		14,792		3.72	%	497,433		9,088		3.65	%
Total short and long-term funding	4,382,630		53,091		2.44	%	5,110,442		44,661		1.76	%
Total interest-bearing liabilities	24,166,403		$	182,914	1.53	%	23,650,448		$	116,504	0.99	%
Noninterest-bearing demand deposits	5,036,537						5,108,554
Other liabilities	416,034						415,683
Stockholders’ equity	3,834,116						3,629,692
Total liabilities and stockholders’ equity	$	33,453,091					$	32,804,377
Interest rate spread					2.57	%					2.77	%
Net free funds					0.32	%					0.20	%
Fully tax-equivalent net interest income and net interest margin ("NIM")			$	437,128	2.89	%			$	442,277	2.97	%
Fully tax-equivalent adjustment			7,962						6,043
Net interest income			$	429,167					$	436,233

Numbers may not sum due to rounding.

(a) The yield on tax-exempt loans and securities is computed on a fully tax-equivalent basis using a tax rate of 21% and is net of the effects of certain disallowed interest deductions.

(b) Nonaccrual loans and loans held for sale have been included in the average balances.

(c) Interest income includes amortization of net deferred loan origination costs and net accreted purchase loan discount.

(d) Upon conversion, certain Bank Mutual loans were reclassified from home equity to residential mortgage. June 30, 2018 balances have been adjusted to reflect this change.

Page 8

Associated Banc-Corp Loan and Deposit Composition
($ in thousands)
Period end loan composition	Jun 30, 2019		Mar 31, 2019		Seql Qtr % Change		Dec 31, 2018		Sep 30, 2018		Jun 30, 2018		Comp Qtr % Change
Commercial and industrial	$	7,579,384	$	7,587,597	—	%	$	7,398,044	$	7,159,941	$	7,109,796	7	%
Commercial real estate—owner occupied	942,811		932,393		1	%	920,443		867,682		888,330		6	%
Commercial and business lending	8,522,194		8,519,990		—	%	8,318,487		8,027,622		7,998,126		7	%
Commercial real estate—investor	3,779,201		3,809,253		(1	)%	3,751,554		3,924,499		3,996,415		(5	)%
Real estate construction	1,394,815		1,273,782		10	%	1,335,031		1,416,209		1,487,159		(6	)%
Commercial real estate lending	5,174,016		5,083,035		2	%	5,086,585		5,340,708		5,483,574		(6	)%
Total commercial	13,696,210		13,603,025		1	%	13,405,072		13,368,330		13,481,700		2	%
Residential mortgage	8,277,479		8,323,846		(1	)%	8,277,712		8,227,649		8,207,253		1	%
Home equity	916,213		868,886		5	%	894,473		901,275		911,363		1	%
Other consumer	360,065		352,602		2	%	363,171		369,858		376,470		(4	)%
Total consumer	9,553,757		9,545,333		—	%	9,535,357		9,498,782		9,495,086		1	%
Total loans	$	23,249,967	$	23,148,359	—	%	$	22,940,429	$	22,867,112	$	22,976,786	1	%
Purchased credit-impaired loans	$	2,145	$	4,907			$	4,852	$	13,133	$	15,900
Period end deposit and customer funding composition	Jun 30, 2019		Mar 31, 2019		Seql Qtr % Change		Dec 31, 2018		Sep 30, 2018		Jun 30, 2018		Comp Qtr % Change
Noninterest-bearing demand	$	5,354,987	$	5,334,154	—	%	$	5,698,530	$	5,421,270	$	5,341,361	—	%
Savings	2,591,173		2,215,857		17	%	2,012,841		1,937,006		1,887,777		37	%
Interest-bearing demand	6,269,035		5,226,362		20	%	5,336,952		5,096,998		4,650,407		35	%
Money market	7,691,775		9,005,018		(15	)%	9,033,669		9,087,587		9,208,993		(16	)%
Brokered CDs	77,543		387,459		(80	)%	192,234		235,711		228,029		(66	)%
Other time	3,289,709		3,364,206		(2	)%	2,623,167		3,053,041		2,499,747		32	%
Total deposits	25,274,222		25,533,057		(1	)%	24,897,393		24,831,612		23,816,314		6	%
Customer funding (a)	104,973		146,027		(28	)%	137,364		184,269		235,804		(55	)%
Total deposits and customer funding	$	25,379,195	$	25,679,083	(1	)%	$	25,034,757	$	25,015,882	$	24,052,118	6	%
Network transaction deposits (b)	$	1,805,141	$	2,204,204	(18	)%	$	2,276,296	$	1,852,863	$	2,094,670	(14	)%
Net deposits and customer funding (Total deposits and customer funding, excluding Brokered CDs and network transaction deposits)	$	23,496,510	$	23,087,421	2	%	$	22,566,227	$	22,927,308	$	21,729,419	8	%
Quarter average loan composition	Jun 30, 2019		Mar 31, 2019		Seql Qtr % Change		Dec 31, 2018		Sep 30, 2018		Jun 30, 2018		Comp Qtr % Change
Commercial and industrial	$	7,688,462	$	7,459,318	3	%	$	7,166,092	$	7,059,946	$	6,804,311	13	%
Commercial real estate—owner occupied	933,146		916,845		2	%	853,162		878,793		892,746		5	%
Commercial and business lending	8,621,609		8,376,163		3	%	8,019,254		7,938,739		7,697,057		12	%
Commercial real estate—investor	3,806,828		3,777,520		1	%	3,788,398		3,948,922		4,117,675		(8	)%
Real estate construction	1,324,126		1,340,406		(1	)%	1,421,344		1,471,758		1,588,141		(17	)%
Commercial real estate lending	5,130,954		5,117,926		—	%	5,209,743		5,420,680		5,705,817		(10	)%
Total commercial	13,752,563		13,494,089		2	%	13,228,997		13,359,419		13,402,874		3	%
Residential mortgage	8,378,082		8,366,452		—	%	8,314,421		8,333,303		8,310,358		1	%
Home equity	869,248		883,735		(2	)%	895,412		906,364		917,688		(5	)%
Other consumer	354,478		359,238		(1	)%	365,895		374,632		374,508		(5	)%
Total consumer	9,601,809		9,609,426		—	%	9,575,728		9,614,298		9,602,555		—	%
Total loans	$	23,354,371	$	23,103,514	1	%	$	22,804,725	$	22,973,717	$	23,005,428	2	%
Quarter average deposit composition	Jun 30, 2019		Mar 31, 2019		Seql Qtr % Change		Dec 31, 2018		Sep 30, 2018		Jun 30, 2018		Comp Qtr % Change
Noninterest-bearing demand	$	5,089,928	$	4,982,553	2	%	$	5,366,711	$	5,310,977	$	5,131,894	(1	)%
Savings	2,319,556		2,098,834		11	%	1,995,160		1,901,960		1,892,808		23	%
Interest-bearing demand	4,984,511		4,739,662		5	%	4,837,223		4,988,694		4,735,514		5	%
Money market	7,118,594		7,388,174		(4	)%	7,089,449		7,546,059		7,190,178		(1	)%
Network transaction deposits	2,024,604		2,225,027		(9	)%	1,880,595		1,969,915		2,130,854		(5	)%
Time deposits	3,544,317		3,121,960		14	%	3,060,896		2,978,314		2,565,001		38	%
Total deposits	$	25,081,509	$	24,556,209	2	%	$	24,230,034	$	24,695,918	$	23,646,250	6	%

N/M = Not meaningful

Numbers may not sum due to rounding.

(a) Includes repurchase agreements and commercial paper.

(b) Included above in interest-bearing demand and money market.

Page 9

Associated Banc-Corp Non-GAAP Financial Measures Reconciliation
($ in millions, except per share data)			YTD Jun 2019			YTD Jun 2018			2Q19			1Q19			4Q18			3Q18			2Q18
Tangible common equity reconciliation (a)
Common equity									$	3,643		$	3,579		$	3,524		$	3,540		$	3,611
Goodwill and other intangible assets, net									(1,270		)	(1,243		)	(1,245		)	(1,247		)	(1,247		)
Tangible common equity									$	2,373		$	2,337		$	2,279		$	2,293		$	2,364
Tangible assets reconciliation (a)
Total assets									$	33,273		$	33,701		$	33,648		$	33,489		$	33,653
Goodwill and other intangible assets, net									(1,270		)	(1,243		)	(1,245		)	(1,247		)	(1,247		)
Tangible assets									$	32,003		$	32,458		$	32,403		$	32,242		$	32,406
Average tangible common equity and average common equity tier 1 reconciliation (a)
Common equity			$	3,577		$	3,470		$	3,596		$	3,558		$	3,490		$	3,589		$	3,561
Goodwill and other intangible assets, net			(1,246		)	(1,172		)	(1,247		)	(1,244		)	(1,246		)	(1,246		)	(1,236		)
Tangible common equity			2,332			2,298			2,349			2,314			2,244			2,343			2,325
Accumulated other comprehensive loss (income)			99			103			82			116			137			125			117
Deferred tax assets (liabilities), net			46			38			46			45			46			45			47
Average common equity Tier 1			$	2,476		$	2,439		$	2,477		$	2,475		$	2,427		$	2,513		$	2,489
Selected Trend Information (b)
Insurance commissions and fees			$	48		$	47		$	23		$	25		$	21		$	22		$	24
Wealth management fees (c)			41			41			21			20			20			21			20
Service charges and deposit account fees			31			33			15			15			16			17			16
Card-based fees			19			20			10			9			10			10			10
Other fee-based revenue			9			8			5			4			5			4			4
Fee-based revenue			148			148			74			74			74			74			75
Other			39			35			21			17			11			14			18
Total noninterest income			$	187		$	183		$	96		$	91		$	84		$	88		$	93
Selected equity and performance ratios (a) (d)
Tangible common equity / tangible assets									7.42		%	7.20		%	7.03		%	7.11		%	7.29		%
Return on average equity			9.01		%	8.81		%	8.81		%	9.21		%	9.42		%	9.06		%	9.61		%
Return on average tangible common equity			14.16		%	13.51		%	13.81		%	14.52		%	15.08		%	14.14		%	14.98		%
Return on average common equity Tier 1			13.33		%	12.73		%	13.09		%	13.58		%	13.94		%	13.18		%	14.00		%
Efficiency ratio reconciliation (e)
Federal Reserve efficiency ratio			63.01		%	68.18		%	62.71		%	63.32		%	62.39		%	66.12		%	65.77		%
Fully tax-equivalent adjustment			(0.81		)%	(0.66		)%	(0.84		)%	(0.77		)%	(0.75		)%	(0.75		)%	(0.65		)%
Other intangible amortization			(0.74		)%	(0.59		)%	(0.75		)%	(0.73		)%	(0.72		)%	(0.73		)%	(0.68		)%
Fully tax-equivalent efficiency ratio			61.48		%	66.94		%	61.13		%	61.83		%	60.93		%	64.66		%	64.45		%
Acquisition related costs adjustment			(0.71		)%	(4.52		)%	(1.21		)%	(0.20		)%	0.31		%	(0.94		)%	(2.40		)%
Fully tax-equivalent efficiency ratio, excluding acquisition related costs (adjusted efficiency ratio)			60.76		%	62.41		%	59.91		%	61.63		%	61.24		%	63.72		%	62.05		%
Acquisition Related Costs	YTD 2019		YTD 2019 per share data (g)						2Q 2019			2Q 2019 per share data (g)						1Q 2019			1Q 2019 per share data (g)
GAAP earnings	$	164	$	0.99					$	81		$	0.49					$	83		$	0.50
Change of control and severance	1								1									—
Facilities and other	2								2									—
Contract terminations and conversion costs	1								1									—
Total acquisition related costs	$	4							$	4								$	1
Less additional tax expense	$	1							$	1								$	—
Earnings, excluding acquisition related costs (f)	$	167	$	1.02					$	84		$	0.51					$	84		$	0.50

Numbers may not sum due to rounding.

(a) The ratio tangible common equity to tangible assets excludes goodwill and other intangible assets, net. This financial measure has been included as it is considered to be a critical metric with which to analyze and evaluate financial condition and capital strength.

(b) These financial measures have been included as they provide meaningful supplemental information to assess trends in the Corporation’s results of operations.

(c) Includes trust, asset management, brokerage, and annuity fees.

(d) These capital measurements are used by management, regulators, investors, and analysts to assess, monitor and compare the quality and composition of our capital with the capital of other financial services companies.

(e) The efficiency ratio as defined by the Federal Reserve guidance is noninterest expense (which includes the provision for unfunded commitments) divided by the sum of net interest income plus noninterest income, excluding investment securities gains / losses, net. The fully tax-equivalent efficiency ratio is noninterest expense (which includes the provision for unfunded commitments), excluding other intangible amortization, divided by the sum of fully tax-equivalent net interest income plus noninterest income, excluding investment securities gains / losses, net. The adjusted efficiency ratio is noninterest expense (which includes the provision for unfunded commitments), excluding other intangible amortization and acquisition related costs, divided by the sum of fully tax-equivalent net interest income plus noninterest income, excluding investment securities gains / losses, net and acquisition related costs. Management believes the adjusted efficiency ratio, which adjusts net interest income for the tax-favored status of certain loans and investment securities and acquisition related costs, to be a meaningful measure as it enhances the comparability of net interest income arising from taxable and tax-exempt sources and excludes acquisition related costs.

(f) This is a non-GAAP financial measure. Management believes these measures are meaningful because they reflect adjustments commonly made by management, investors, regulators, and analysts to evaluate the adequacy of earnings per common share and provide greater understanding of ongoing operations and enhanced comparability of results with prior periods.

(g) Earnings and per share data presented after-tax.

Page 10

EX-99.2

Exhibit 99.2 SECOND QUARTER 2019 EARNINGS PRESENTATION July 25, 2019

DISCLAIMER Important note regarding forward-looking statements: Statements made in this presentation which are not purely historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. This includes any statements regarding management’s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings, or other measures of performance.  Such forward-looking statements may be identified by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “should,” “will,” “intend,” "target," “outlook” or similar expressions. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. Actual results may differ materially from those contained in the forward-looking statements. These forward-looking statements include: management plans relating to the proposed acquisition of First Staunton Bancshares, Inc. (“proposed transaction”); the expected timing of the completion of the proposed transaction; the ability to complete the proposed transaction; the ability to obtain any required regulatory approvals; any statements of the plans and objectives of management for future operations, products or services; any statements of expectation or belief; projections related to certain financial results or other benefits of the proposed transaction; and any statements of assumptions underlying any of the foregoing. Factors which may cause actual results to differ materially from those contained in such forward-looking statements include those identified in the Company’s most recent Form 10-K and subsequent SEC filings, and such factors are incorporated herein by reference. Additional factors which may cause actual results of the proposed transaction to differ materially from those contained in forward-looking statements are the possibility that expected benefits of the proposed transaction may not materialize in the timeframe expected or at all, or may be more costly to achieve; the proposed transaction may not be timely completed, if at all; that required regulatory approvals are not obtained or other customary closing conditions are not satisfied in a timely manner or at all; reputational risks and the reaction of shareholders, customers, employees or other constituents to the proposed transaction; and diversion of management time on acquisition-related matters.   Non-GAAP Measures This presentation includes certain non-GAAP financial measures. These non-GAAP measures are provided in addition to, and not as substitutes for, measures of our financial performance determined in accordance with GAAP. Our calculation of these non-GAAP measures may not be comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of these non-GAAP measures has limitations and should not be considered superior to, in isolation from, or as a substitute for, related GAAP measures. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures can be found at the end of this presentation. 2

FIRST HALF 2019 ($ in billions) $22.5 $23.2 Solid average loan growth trends... $20.3 Solid Loan ▪ First half 2019 total loans annual growth rate of 7% Growth ▪ Total loans since first half 2017 ▪ Growth from 2018 driven by strong commercial and business lending 1H17 1H18 1H19 68.2% ...coupled with improving efficiency... 66.5% 1 63.0% Federal Reserve ▪ YTD adjusted efficiency ratio improved over 400 Improving efficiency ratio 65.1% bps from first half 2017 Efficiency 62.4% Adjusted 60.8% 1 ▪ efficiency ratio 1H17 1H18 1H19 9.9% 10.5% 10.1% ...and disciplined capital deployment while maintaining a strong capital position... Capital CET1 ratio ▪ ▪ First half 2019 dividend payout ratio of 34% Discipline 7.1% 7.3% 7.4% ▪ Repurchased $70M of shares in first half 2019 ▪ TCE ratio2 1H17 1H18 1H19 $0.99 ...are driving earnings per share growth $0.90 ▪ YTD EPS up 10% versus 1H18 Earnings 3 GAAP EPS ▪ YTD ROCET1 up ~60 bps versus first half 2018 Momentum $0.71 ▪ 1H17 1H18 1H19 1The efficiency ratio as defined by the Federal Reserve guidance is noninterest expense (which includes the provision for unfunded commitments) divided by the sum of net interest income plus noninterest income, excluding investment securities gains / losses, net. The adjusted efficiency ratio is noninterest expense (which includes the provision for unfunded commitments), excluding other intangible amortization and acquisition related costs, divided by the sum of fully tax-equivalent net interest income plus noninterest income, excluding investment securities gains / losses, net and acquisition related costs. Please refer to the appendix for a reconciliation of the Federal Reserve efficiency ratio to the adjusted efficiency ratio. 2Tangible common equity / tangible assets. This is a non-GAAP financial measure. See Appendix for a reconciliation of non-GAAP financial measures to GAAP financial measures. 3 3Return on average common equity Tier 1.

SECOND QUARTER 2019 UPDATE1 Net income available to common equity of $81 million, or $0.49 per common share, or $0.51 per common share excluding acquisition related costs2 Growing C&I and CRE Repositioning Ongoing Capital Improving Fee Income Lending Funding Mix Optimization ▪ Average commercial and business ▪ Mortgage banking income increased lending growth of 3% $5 million Commercial ▪ CRE returns to growth Fee Income ▪ Capital markets fees increased $2 million Lending Trends ▪ Period-end checking, NOW and ▪ Repurchased $40 million of common savings balances grew by over stock during 2Q 2019 $750 million, driven by the ▪ Common equity Tier 1 capital ratio Huntington branch acquisition Funding Capital of 10.13% at period end ▪ Period-end network deposits Optimization Management decreased by ~$400 million ▪ Loans/deposits ratio was 92% at period end 1Unless otherwise noted, all comparisons are made with reference to first quarter 2019 results. 2 This is a non-GAAP financial measure. See Appendix for a reconciliation of non-GAAP financial measures to GAAP financial measures. 4

LOAN PORTFOLIO - QUARTERLY TRENDS Average Quarterly Loans Average Net Loan Change (from 1Q 2019) ($ in billions) ($ in millions) YoY Mortgage warehouse $165 Growth $23.0 $23.0 $22.8 $23.1 $23.4 General commercial $70 Total Commercial & business loans: $7.7 $7.9 $8.0 $8.4 $8.6 12% Power & utilities $41 +$245 million (+3% QoQ) REIT $31 CRE - investor $29 $8.3 $8.3 $8.3 $8.4 $8.4 Residential mortgage $12 $(16) Real estate construction $1.3 $1.3 $1.3 $1.2 $1.2 $(19) Home equity & other consumer $5.7 $5.4 $5.2 $5.1 $5.1 $(61) Oil & gas 2Q 2018 3Q 2018 4Q 2018 1Q 2019 2Q 2019 Home equity & other consumer Residential mortgage Commercial real estate Commercial & business lending 5

COMMERCIAL LOAN MANAGEMENT1 Commercial & Business Oil & Gas Loans Commercial Real Estate Lending2 ($ in billions) ($ in millions) ($ in billions) Commercial and Business ...while Oil & Gas portfolio is ...and Commercial Real Lending grows... de-risked... Estate rebounds 34% 34% 32% 32% 33% 24% 23% 22% 22% 22% $7.8 $7.9 $7.3 $7.3 $7.6 3.2% 3.3% 3.3% 3.0% $5.5 $5.3 $5.1 $5.1 $5.2 2.8% $682 $731 $747 $754 $657 2Q18 3Q18 4Q18 1Q19 2Q19 2Q18 3Q18 4Q18 1Q19 2Q19 2Q18 3Q18 4Q18 1Q19 2Q19 CB&L (excluding oil & gas loans) Oil & gas as percent of total loans CRE as a percent of total loans as a percent of total loans 1All values as of period end. 2Excluding oil & gas loans. 6

CRE TRENDS Total CRE Commitments and Outstanding CRE Unfunded Commitments Balances ($ in billions) ($ in billions) Total commitments have increased faster Unfunded CRE commitments represent a than outstanding balances since 2Q 2017 larger pipeline for future loan growth $7.3 26.1% $6.9 22.3% 21.6% $6.4 $5.7 $5.1 $5.0 $1.8 $1.6 $1.4 2Q 2017 2Q 2018 2Q 2019 2Q 2017 2Q 2018 2Q 2019 CRE average total commitments CRE avg unfunded commitments / avg total commitments CRE average total outstanding balance CRE avg unfunded commitments 7

INVESTMENT SECURITIES PORTFOLIO TRENDS Portfolio and Yield Trends (Quarterly) Investments / Average Earning Assets ($ in billions) 3.77% 3.63% 3.68% 3.73% 3.74% 24% 23% 23% 22% 21% 2.34% 2.36% 2.22% 2.26% 2.29% 2Q 2015 2Q 2016 2Q 2017 2Q 2018 2Q 2019 $7.0 $6.9 $6.8 $6.8 $6.5 $1.5 Portfolio Fair Value Composition $1.6 $1.7 $1.8 $1.9 GNMA CMBS 32% $5.5 $5.3 $5.1 MBS 8% $5.0 $4.5 Municipals ABS 4% 32% Agency CMOs 23% Other <1% 2Q 2018 3Q 2018 4Q 2018 1Q 2019 2Q 2019 Tax-exempt securities Taxable securities 8

DEPOSIT PORTFOLIO TRENDS Average Quarterly Deposits Period-end Funding Change (from 1Q 2019) ($ in billions) ($ in millions) $24.7 $25.1 $24.2 $24.6 $23.6 Savings $375 $5.1 Lower- $5.3 $5.4 $5.0 $5.1 cost funding Interest-bearing demand $360 +$756 million $5.0 $4.7 $5.0 $4.7 $4.8 Noninterest-bearing demand $21 $1.9 $2.1 $2.3 $1.9 $2.0 $(202) FHLB advances $7.5 $7.4 $7.1 Higher- $7.2 $7.1 $(232) Money market cost funding -$1.2 $(384) Time deposits billion $2.6 $3.0 $3.1 $3.1 $3.5 $2.1 $2.0 $1.9 $2.2 $2.0 $(399) Network transaction deposits 2Q 2018 3Q 2018 4Q 2018 1Q 2019 2Q 2019 Network transaction deposits Money market Interest-bearing demand Time deposits Savings Noninterest-bearing demand 9

REPOSITIONING FUNDING1 FHLB Advances and Network Quarter-end Loan to Deposit Ratio Transaction Deposits 98% ($ in billions) 96% 94% 94% $4.8 92% 91% 90% 89% $4.3 1Q 2Q 3Q 4Q 2019 $3.5 Historical Quarter-end Range 2014 - 2019 Historical Quarter-end Range 2014 - 2018 $3.1 $3.2 $2.7 Quarter-end Low-cost Deposit Mix (%) $2.1 Checking and Savings $1.8 represent over 52% 27% 21% 21% 13% 10% 7% 2Q 2016 2Q 2017 2Q 2018 2Q 2019 Money market Savings Network transaction deposits FHLB Advances Noninterest-bearing demand Network transaction deposits Interest-bearing demand Time deposits 1Period end values 10

NET INTEREST INCOME AND MARGIN- QUARTERLY TRENDS Net Interest Income & Net Interest Margin Average Yields ($ in millions) 5.51% 3.02% 3.02% 2.92% 2.90% 5.19% 5.19% 2.87% 5.06% 4.98% 4.86% $226 $224 4.78% 4.79% 4.52% 4.56% $219 $9 $7 $216 $214 $5 $2 $3 3.52% 3.54% 3.36% 3.45% 3.47% 2.78% 2.81% 2.56% 2.61% 2.70% $217 $214 $217 $214 1.51% 1.54% $211 1.26% 1.39% 1.08% 1.30% 1.35% 1.03% 1.14% 0.83% 2Q 2018 3Q 2018 4Q 2018 1Q 2019 2Q 2019 2Q 2018 3Q 2018 4Q 2018 1Q 2019 2Q 2019 Commercial real estate Acquisition related prepayments and purchased loan Investments and other accretion, net loans Total interest-bearing Net interest income, net of acquisition related Commercial and business liabilities prepayments and purchased loan accretion lending loans Total residential Total interest-bearing Net interest margin mortgage loans deposits 11

NONINTEREST INCOME TRENDS ($ IN MILLIONS) Mortgage Banking, Net $96 $93 $9 $91 $88 $84 $6 $5 $4 $3 2Q 2018 3Q 2018 4Q 2018 1Q 2019 2Q 2019 $16 $17 $15 $15 $16 Wealth Management Fees1 $20 $20 $21 $41 $41 $21 $20 $33 $32 $31 $25 $24 $22 $21 $23 2Q 2018 3Q 2018 4Q 2018 1Q 2019 2Q 2019 YTD 15 YTD 16 YTD 17 YTD 18 YTD 19 Insurance commissions Service charges and deposit account fees Wealth management fees Other 12 1Figures are for first six months of the years indicated.

NONINTEREST EXPENSE - QUARTERLY TRENDS ($ IN MILLIONS) Period End Branch Count and Average FTE 4,792 4,707 4,659 4,660 4,666 $211 $7 $204 $2 $193 $198 $192 $4 $1 237 236 236 233 247 $80 $78 $78 $71 $71 2Q 2018 3Q 2018 4Q 2018 1Q 2019 2Q 2019 Period End Branches Average Full Time Employee Efficiency Ratio2 65.8% 66.1% 63.3% 62.7% $124 $124 $117 $120 $123 62.4% 63.7% 62.1% 61.2% 61.6% 59.9% 1 2Q 2018 3Q 2018 4Q 2018 1Q 2019 2Q 2019 2Q 2018 3Q 2018 4Q 2018 1Q 2019 2Q 2019 Personnel Other Acquisition related costs Federal Reserve efficiency ratio Adjusted efficiency ratio 1$1 million of acquisition related benefits were recognized in the fourth quarter of 2018. 2The efficiency ratio as defined by the Federal Reserve guidance is noninterest expense (which includes the provision for unfunded commitments) divided by the sum of net interest income plus noninterest income, excluding investment securities gains / losses, net. The adjusted efficiency ratio is noninterest expense (which includes the provision for unfunded commitments), excluding other intangible amortization and acquisition related costs, divided by the sum of fully tax-equivalent net interest income plus noninterest income, excluding investment securities gains / losses, net and acquisition related costs. Please refer to the appendix for a reconciliation of the Federal 13 Reserve efficiency ratio to the adjusted efficiency ratio.

CREDIT QUALITY - QUARTERLY TRENDS ($ IN MILLIONS) Potential Problem Loans Nonaccrual Loans $242 $236 $250 $241 $204 $166 $154 $156 $167 $128 2Q 2018 3Q 2018 4Q 2018 1Q 2019 2Q 2019 2Q 2018 3Q 2018 4Q 2018 1Q 2019 2Q 2019 Net Charge Offs Allowance for Loan Losses to Loans $12 $13 $8 $7 1.1% 1.0% 1.0% 1.0% 1.0% $0 2Q 2018 3Q 2018 4Q 2018 1Q 2019 2Q 2019 2Q 2018 3Q 2018 4Q 2018 1Q 2019 2Q 2019 14

2019 OUTLOOK This outlook reflects a stable to improving economy and two Fed Funds rate decreases. We may adjust our outlook if, and when, we have more clarity on these factors. ▪ 3% - 6% annual average loan growth ▪ Noninterest expense of for 2019 $790M - $795M ▪ Maintain loan to deposit ratio under ▪ Adjusted efficiency ratio1 Balance Sheet 100% Expense expected to improve by Management Management 100 bps to 200 bps ▪ Full-year 2019 NIM of ~2.90%, based on two Fed rate decreases ▪ Effective tax rate of ~21% for full-year 2019 ▪ Approximately $360M - $375M ▪ Provision expected to adjust full-year noninterest income with changes to risk grade, other indications of credit ▪ Improving year over year fee- Capital & quality, and loan volume Fee based revenues Credit Businesses Management ▪ Continue to follow stated corporate priorities for capital deployment 1The 2019 Outlook includes the adjusted efficiency ratio which is a non-GAAP financial measure.  This non-GAAP measure excludes acquisition related costs which by their nature are unpredictable and have low visibility.  Estimates of these unpredictable and low visibility costs for 2019 which would be included in the GAAP efficiency measurement of the Federal Reserve Board are, therefore, unavailable. 15

FNB STAUNTON TRANSACTION SUMMARY Seller: First Staunton Bancshares Transaction Value: ▪ ~$76 million for franchise ▪ ~1.30x 1Q 2019 reported tangible Staunton book value ▪ ~4% deposit premium Consideration: 100% cash Bethalto Alton Assets Purchased: ▪ Nine branches ▪ ~$350 million of loans Edwardsville Deposits Assumed: ▪ ~$440 million ▪ 30,000 customer accounts Required Approvals: ▪ Regulatory approval anticipated in early 2020 St. Louis Closing and Conversion: ▪ Closing and conversion anticipated in Q1 2020 Belleville Associated Bank FNB in Staunton Source: S&P Global Market Intelligence 16

ACQUISITIONS Huntington completed... ...and Staunton up next Was an in-market, cost takeout driven Is an in-market, cost takeout driven depository acquisition depository acquisition Delivering on Filled in network gaps and boosts our Fills in network gaps and boosts our our Strategy network in key locations network in key locations Further improved branch density and Further improves branch density and scale across Wisconsin scale in St. Louis market Expanded into new communities Expanding into new communities Enhancing ASB Added over 60,000 deposit accounts Expected to add over 30,000 deposit Franchise Value and 33,000 households accounts and 16,000 loans Acquired ~$730 million of granular ~$440 million of granular branch branch deposits with <1% cost of funds deposits with <1% cost of funds Accretive to efficiency metrics and EPS Accretive to efficiency metrics and outlook EPS outlook Financially Expected 45% cost savings run rate Approximately 35% cost savings Attractive expected on conversion Minimal TBV dilution (~1.5%); Minimal TBV dilution (<1%); $34 million net premium less than 3.5 year TBV earnback expected 17

APPENDIX

RECONCILIATION AND DEFINITIONS OF NON-GAAP ITEMS Efficiency Ratio 2Q19 1Q19 4Q18 3Q18 2Q18 Federal Reserve efficiency ratio 62.71 % 63.32 % 62.39 % 66.12 % 65.77 % Fully tax-equivalent adjustment (0.84)% (0.77)% (0.75)% (0.75)% (0.65)% Other intangible amortization (0.75)% (0.73)% (0.72)% (0.73)% (0.68)% Fully tax-equivalent efficiency ratio1 61.13 % 61.83 % 60.93 % 64.66 % 64.45 % Acquisition related costs adjustment (1.21)% (0.20)% 0.31 % (0.94)% (2.40)% Fully tax-equivalent efficiency ratio, excluding acquisition related costs (adjusted efficiency ratio)1 59.91 % 61.63 % 61.24 % 63.72 % 62.05 % The efficiency ratio as defined by the Federal Reserve guidance is noninterest expense (which includes the provision for unfunded commitments) divided by the sum of net interest income plus noninterest income, excluding investment securities gains / losses, net. The fully tax-equivalent efficiency ratio is noninterest expense (which includes the provision for unfunded commitments), excluding other intangible amortization, divided by the sum of fully tax-equivalent net interest income plus noninterest income, excluding investment securities gains / losses, net. The adjusted efficiency ratio is noninterest expense (which includes the provision for unfunded commitments), excluding other intangible amortization and acquisition related costs, divided by the sum of fully tax-equivalent net interest income plus noninterest income, excluding investment securities gains / losses, net and acquisition related costs. Fee-based Revenue ($ millions)1 2Q19 1Q19 4Q18 3Q18 2Q18 Insurance commissions and fees $ 23 $ 25 $ 21 $ 22 $ 24 Wealth management fees 21 20 20 21 20 Service charges and deposit account fees 15 15 16 17 16 Card-based fees 10 9 10 10 10 Other fee-based revenue 5 4 5 4 4 Fee-based revenue $ 74 $ 74 $ 74 $ 74 $ 75 Other 21 17 11 14 18 Total noninterest income $ 96 $ 91 $ 84 $ 88 $ 93 YTD 2019 YTD 2019 per 2Q 2019 1Q 2019 Acquisition Related Costs 2 2Q 2019 per share 1Q 2019 per share ($ in millions, except per share data) share data data2 data2 GAAP earnings $ 164 $ 0.99 $ 81 $ 0.49 $ 83 $ 0.50 Change of control and severance 1 1 — Facilities and other 2 2 — Contract terminations and conversion costs 1 1 — Total acquisition related costs $ 4 $ 4 $ 1 Less additional tax expense $ 1 $ 1 $ — Earnings, excluding acquisition related costs1 $ 167 $ 1.02 $ 84 $ 0.51 $ 84 $ 0.50 1This is a non-GAAP financial measure. Management believes these measures are meaningful because they reflect adjustments commonly made by management, investors, regulators, and analysts to evaluate the adequacy of earnings per common share, provide greater understanding of ongoing operations and enhance comparability of results with prior periods. 19 2Earnings and per share data presented after tax.