11-K 1 a2023form11-kdocument.htm 11-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 11-K
 

 
ýANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
 
¨TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________
Commission file number 001-31343 (Associated Banc-Corp)
 
A.Full title of the plan and the address of the plan, if different from that of the issuer named below:
ASSOCIATED BANC-CORP 401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
 
B.Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
ASSOCIATED BANC-CORP
433 Main Street
Green Bay, Wisconsin 54301










ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
Financial Statements and Schedule
December 31, 2023 and 2022
(With Report of Independent Registered Public Accounting Firm Thereon)




ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
Table of Contents
Page
Report of Independent Registered Public Accounting Firm
Statements of Net Assets Available for Benefits, December 31, 2023 and 2022
Statements of Changes in Net Assets Available for Benefits, Years Ended December 31, 2023 and 2022
Notes to Financial Statements
Schedule H, line 4i - Schedule of Assets (Held at End of Year), December 31, 2023



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ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
Statements of Net Assets Available for Benefits
December 31,
20232022
Assets:
Investments, at fair value:
Collective trust funds$353,865,604 $300,653,010 
Associated Banc-Corp Common Stock Fund39,178,480 42,419,187 
Mutual funds374,160,344 310,674,844 
Cash surrender value of life insurance17,168 16,568 
Total investments at fair value767,221,596 653,763,609 
Receivables:
Accrued interest, dividends and capital gains distributions receivable11,118 7,901 
Due from broker for securities sold456,063 204,660 
Notes receivable from participants6,993,495 6,373,533 
Employer contribution receivable16,335,001 15,317,051 
Total receivables23,795,677 21,903,145 
Cash641,248 592,938 
Total assets791,658,521 676,259,692 
Liabilities:
Administrative expenses payable50,533 119,508 
Due to broker for securities purchased855,280 602,164 
Total liabilities905,813 721,672 
Net assets available for benefits$790,752,708 $675,538,020 
See accompanying notes to financial statements.

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ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31,
20232022
Investment income:
Net appreciation (depreciation) in fair value of investments$107,961,086 $(129,346,537)
Interest and dividends6,088,612 5,075,183 
Total investment income (loss)114,049,698 (124,271,354)
Interest income on notes receivable from participants465,199 355,313 
Contributions:
Participant28,807,483 26,408,930 
Employer16,335,029 15,425,993 
Rollover and other receipts5,006,216 6,422,930 
Total contributions50,148,728 48,257,853 
Deductions:
Deductions from net assets attributed to:
Benefits paid to participants49,193,678 55,440,177 
Administrative expenses255,259 732,696 
Total deductions49,448,937 56,172,873 
Net (decrease) increase in net assets available for plan benefits115,214,688 (131,831,061)
Net assets available for benefits:
Beginning of year675,538,020 807,369,081 
End of year$790,752,708 $675,538,020 
See accompanying notes to financial statements.

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ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2023 and 2022

(1)Description of the Plan
The following brief description of the Associated Banc-Corp 401(k) & Employee Stock Ownership Plan (the “Plan”) is provided for general information. The Plan contains 401(k) provisions. Participants should refer to the summary plan description for a more complete description of the Plan’s provisions.
Background
Associated Banc-Corp (the “Corporation”) has established the Associated Banc-Corp 401(k) & Employee Stock Ownership Plan, a defined contribution plan. The 401(k) provisions of the Plan provide for employee contributions complying with the provisions of Internal Revenue Code (the "Code") Section 401(k) as well as discretionary employer matching contributions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Participants
Employees of the Corporation and its subsidiaries that have adopted the Plan are eligible to participate in the employer contribution provisions of the Plan if they were employed on the last day of the year (December 31) and they completed 1,000 hours of service during the calendar year (exceptions for death, disability, and retirement). Employees are eligible to participate in the employee 401(k) contribution portion of the Plan once they complete an hour of service annually.
In conjunction with the 401(k) provisions of the Plan, participants can elect to contribute an amount between 1% of their compensation and the limitations ($22,500 for 2023 and $20,500 for 2022) of Section 402(g) of the Code in increments of 1% to the Plan by means of regular payroll deductions. Participants may contribute pre-tax 401(k) contributions, Roth 401(k) contributions or a combination of both. New plan participants are automatically enrolled to contribute 5% of their annual compensation on a pre-tax basis. Participants can change this percentage at any time. Participants who have attained age 50 are eligible to make catch-up contributions in accordance with, and subject to the limitations ($7,500 for 2023 and $6,500 for 2022) of, Section 414(v) of the Code. Participants are also allowed to contribute amounts qualifying as rollover contributions under Section 402(c)(4) of the Code.
The Plan provides for a discretionary Corporation matching contribution. For 2023 and 2022, the discretionary match was equal to 100% of the first 5% deferred for plan participants who met the allocation conditions.
Vesting
Participants are 100% vested in both employee and Corporation matching contributions to the Plan.
Investment of Plan Assets
At December 31, 2023, participants could direct their accounts to be invested in the Associated Banc-Corp Common Stock Fund, 19 collective trust funds and 14 mutual funds offered by the Plan as investment options. Plan assets are held in trust with Associated Trust Company, N.A. (the “Trustee”) a subsidiary of Associated Bank, N.A. (“the Bank”), which is a subsidiary of the Corporation. Participants can elect to invest in one of the aforementioned funds or in 1% increments in two or more funds. Upon enrollment, if a participant does not make an investment election, their account is automatically invested in the Vanguard Target Retirement Series based on the participant’s age. Participants can change the allocation of the Plan accounts on a daily basis.
Notes Receivable From Participants
A participant may request a loan for any reason. Loans are limited to the lesser of (1) $50,000, reduced by the excess of the highest outstanding balance of loans from the Plan during the one-year period ending on the day before the date on which such loan was made over the outstanding balance of loans from the Plan on the date on which such loan was made or (2) 50% of the vested benefit of the participant’s account balance. Participant loans will not be granted for less than $1,000.
A commercially reasonable fixed rate of interest will be assessed on the loan with the current rate set at the prime rate plus 2% offered by the Bank. Interest rates range from 5.25% to 10.50%. The loan will provide bi-weekly payments (if non-
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ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2023 and 2022

exempt) or semi-monthly payments (if exempt) under a level amortization schedule of not greater than 5 years unless the loan is used to acquire a principal residence in which case, the maximum term of the loan would be 15 years. The Plan may also hold grandfathered or inherited loans from merged plans with maturity dates extended beyond the 15 years allowed by the Plan document.
Participant Accounts
The Plan is a defined contribution plan under which a separate individual account is established for each participant. Plan investments are valued daily. Due to daily valuation, contributions are allocated to participant accounts upon receipt, and income and changes in asset values are immediately allocated to the participants’ accounts. Under a daily valued plan, participants can verify account balances daily utilizing the customer contact center or Internet access.
Distributions
Distributions are made in the form of lump-sum payments, payments over a period in monthly, quarterly, semi-annual or annual installments and other payment forms allowed by the Plan document. Participants may withdraw amounts for any reason upon reaching age 59½. Earnings are credited to a participant’s account through the date of distribution.
Distributions are made in cash or, if a participant has investments in Corporation common shares, the participant may elect to receive the distribution of that particular investment in the form of Corporation common shares plus cash for any fractional share.
Amounts payable to participants for contributions in excess of amounts allowed by the Internal Revenue Service are recorded as a liability with a corresponding reduction to contributions.
Termination of Plan
While the Corporation has not expressed any intent to terminate the Plan, it is free to do so at any time subject to the provisions of ERISA.
(2)Summary of Significant Accounting Policies
The following is a summary of significant accounting policies consistently followed by the Plan in the preparation of the financial statements:
Basis of Presentation
The financial statements of the Plan have been prepared on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Plan Administrator to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Changes in the economic environment, financial markets, and any other parameters used in determining these estimates and assumptions could cause actual results to differ.
Risks and Uncertainties
The Plan, at the direction of the participant, invests in various investment securities. The Plan’s investments are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the values of investments, it is at least reasonably possible that changes in risks in the near term could materially affect participant account balances and the amounts reported in the financial statements of the Plan.
a)Interest Rate
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ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2023 and 2022

Interest rate risk refers to the impact of interest rate changes on the Plan’s financial position. Interest rate changes directly impact the fair value of U.S. government obligations and have an indirect impact on the other investments held by the Plan.
b)Market
Market risk is the risk that the fair value of an investment will fluctuate as a result of changes in market price.
c)Credit
Credit risk is associated with the potential failure of a counterparty to fulfill its obligations based on the contractual terms of the agreements. The amount of credit risk will increase or decrease during the lives of the investments as interest rates or foreign exchange rates or credit spreads fluctuate.
Investments and Income Recognition
Investment securities are recorded at fair value. Fair value of mutual funds are based on quoted market prices. Collective trust funds with a target retirement date are valued similar to mutual funds. The investments in units of the Associated Trust Company, N.A. collective trust funds and Associated Banc-Corp Common Stock Fund are carried at the net asset value (NAV), which is the value at which units in the funds can be withdrawn and approximates fair value as a practical expedient. See Note 5, Fair Value Measurements, for discussion of fair value measurements.
Fair values of cash surrender value of life insurance are provided by the underlying insurance providers at year-end and also upon individual policy surrender. As such, these holdings are valued at the year-end cash surrender values, which approximates fair value. Upon death of the participant, death benefits are paid directly to the beneficiary from the insurance provider and not by the Plan. Any cash surrender value upon termination of a life insurance policy is paid directly to the terminated participant or to the Plan for active participants.
Plan assets are held by the Trustee. Net appreciation of investments includes realized gains and losses on investments purchased and sold and changes in appreciation for the period. Purchases and sales of securities are recorded on a trade-date basis. Realized gains and losses on the sale of investments are determined through the use of moving average basis. The Plan records interest income on the accrual basis and dividends on the ex-dividend date.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. No allowance for credit losses has been recorded as of December 31, 2023 or 2022. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document.
Payment of Benefits
Benefits are recorded when paid.
Administrative Expenses
Loan and distribution recordkeeping fees are paid by the respective participant. All other expenses of maintaining the Plan are paid by the Plan. In addition, certain investment related expenses are included in net appreciation of fair value of investments.
(3)Transactions with Related Parties
The Associated Banc-Corp Common Stock Fund at December 31, 2023 and 2022 included 1,809,675 shares and 1,813,905 shares, respectively, of common stock of the Corporation with fair values of $38,708,949 and $41,883,066, respectively. Dividend income from Corporation stock totaled $1,588,339 and $1,504,452 in 2023 and 2022, respectively. Also included in the Associated Banc-Corp Common Stock Fund at December 31, 2023 and 2022 were units of Goldman Sachs Government Money Market Institutional Fund with fair values of $469,531 and $536,121, respectively. The Goldman Sachs Government Money Market Institutional Fund is an unrelated party.
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ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2023 and 2022

Fees paid by the Plan for asset management, participant recordkeeping and other administrative services amounted to $255,259 and $732,696 and are included under administrative expenses on the statements of changes in net assets available for benefits for the years ended December 31, 2023 and 2022, respectively.
The Plan invests in various Associated Trust Company, N.A. collective trust funds. As of December 31, 2023 and 2022, $194,777,407 and $173,522,099, respectively, were invested in Associated Trust Company, N.A. collective trust funds.
(4)Income Taxes
The Plan Administrator received a favorable tax determination letter, dated June 16, 2020, from the Internal Revenue Service indicating that the Plan qualifies under the provisions of Section 401(a) of the Code. Although the Plan has been amended since receiving the determination letter, the Plan Administrator and the Plan's tax counsel believe that the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the IRC and, therefore, believe that the Plan is qualified, and the related trust is tax-exempt. Therefore, a provision for income taxes has not been included in the Plan’s financial statements.
(5)Fair Value Measurements
Fair value represents the estimated price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date under current market conditions (i.e., an exit price concept). Assets and liabilities are categorized into three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy in which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Plan’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Below is a brief description of each fair value level.
Level 1 inputs – utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Plan has the ability to access.
Level 2 inputs – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.
Level 3 inputs – unobservable inputs for the asset or liability, which are typically based on the Plan’s own assumptions, as there is little, if any, related market activity.
Various inputs are used in determining the fair value of the Plan’s investments as of the reporting period end. The designated input levels are not necessarily an indication of the risk or liquidity associated with this investment.
The following is a description of the valuation methodologies used for Plan assets measured at fair value. There have been no changes in the valuation methodologies used at December 31, 2023 and 2022, respectively, and there have been no transfers between fair value levels.
Collective trust funds and Common stock fund: Generally these investments are measured at fair value using the NAV per share (or its equivalent) practical expedient and therefore have not been classified in the fair value hierarchy. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Were the Plan to initiate a full redemption of the fund, the investment advisor reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner.
Collective trust funds that have a target retirement date are not valued at NAV as they are valued similar to a mutual fund, however they are considered collective trust funds.
Mutual funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-ended mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily NAV and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
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ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2023 and 2022

The following table sets forth by level, within the fair value hierarchy, the Plan's fair value measurements at December 31, 2023 and 2022, respectively:
Investments at December 31, 2023Fair ValueLevel 1Level 2Level 3
Investments measured in fair value hierarchy
Mutual funds$374,160,344 $374,160,344 $— $— 
Collective trust funds159,088,197 159,088,197 — — 
Cash surrender value of life insurance17,168 — — 17,168 
Total investments measured in fair value hierarchy$533,265,709 $533,248,541 $— $17,168 
Total investments measured at NAV$233,955,887 
Total investments at fair value$767,221,596 
Investments at December 31, 2022Fair ValueLevel 1Level 2Level 3
Investments measured in fair value hierarchy
Mutual funds$310,674,844 $310,674,844 $— $— 
Collective trust funds127,130,911 127,130,911 — — 
Cash surrender value of life insurance16,568 — — 16,568 
Total investments measured in fair value hierarchy$437,822,323 $437,805,755 $— $16,568 
Total investments measured at NAV$215,941,286 
Total investments at fair value$653,763,609 
The following table summarizes investments for which fair value is measured using the NAV per share practical expedient as of December 31:
Fair ValueUnfunded CommitmentsRedemption Frequency (If Currently Eligible)Redemption Notice Period
20232022
Collective trust funds$194,777,407 $173,522,099 N/Adailyone day
Associated Banc-Corp Common Stock Fund (1)
$39,178,480 $42,419,187 N/Adailyone day
(1) This fund is designed to share in the performance of Associated Banc-Corp. The share price and return will vary according to factors affecting the Associated Banc-Corp common stock.
The table below sets forth a summary of changes in the fair value of the Plan’s Level 3 investments for the years ended December 31, 2023 and 2022, respectively:
Cash surrender value of life insurance
20232022
Beginning balance$16,568 $16,493 
Unrealized gains600 479 
Purchases, sales, issuances and settlements, net— (404)
Ending balance$17,168 $16,568 
The amount of total gains for the period attributable to the change in unrealized gains or losses relating to assets still held at the reporting date.$600 $739 
(6)     Subsequent Events
The Plan Administrator has evaluated the effects on the Plan financial statements of subsequent events that have occurred subsequent to December 31, 2023 through June 21, 2024, the date these financial statements were issued. During this period, there have been no material events that would require recognition in the financial statements or disclosures to the financial statements.
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ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
Employer Identification Number: 39-1098068
Plan Number: 002

December 31, 2023
(b) Identity of issue, borrower, lessor, or similar party(e) Current Value**
Collective Trust Funds:
* Associated Trust Company, N.A. Balanced Lifestage Fund$40,695,235 
* Associated Trust Company, N.A. Conservative Balanced Lifestage Fund5,136,087 
* Associated Trust Company, N.A. Core Bond Fund17,819,550 
* Associated Trust Company, N.A. Growth Balanced Lifestage Fund23,304,745 
* Associated Trust Company, N.A. Growth Lifestage Fund50,155,576 
* Associated Trust Company, N.A. Money Market Fund49,728,077 
* Associated Trust Company, N.A. Short Term Bond Fund7,938,137 
Vanguard Target Retirement 2020 Fund Institutional7,873,704 
Vanguard Target Retirement 2025 Fund Institutional19,148,980 
Vanguard Target Retirement 2030 Fund Institutional21,218,327 
Vanguard Target Retirement 2035 Fund Institutional23,523,356 
Vanguard Target Retirement 2040 Fund Institutional19,535,626 
Vanguard Target Retirement 2045 Fund Institutional21,446,326 
Vanguard Target Retirement 2050 Fund Institutional16,712,777 
Vanguard Target Retirement 2055 Fund Institutional14,144,601 
Vanguard Target Retirement 2060 Fund Institutional8,812,955 
Vanguard Target Retirement 2065 Fund Institutional2,241,436 
Vanguard Target Retirement 2070 Fund Institutional 59,882 
Vanguard Target Retirement Income Fund Institutional4,370,227 
Total collective trust funds$353,865,604 
* Associated Banc-Corp Common Stock Fund$39,178,480 
 
Mutual Funds:
American Funds Europacific Growth Fund Class R6$18,232,828 
American Funds Growth Fund of America Class R666,109,335 
American Funds New World Fund Class R611,501,204 
Baird MidCap Fund Institutional Class37,479,105 
Dodge & Cox Stock Fund Class X64,190,266 
Harbor Small Cap Growth Retirement Class26,065,939 
Janus Henderson Small Cap Value Fund N Shares19,175,594 
Templeton Global Bond Fund Class R62,210,283 
Vanguard Extended Market Index Fund Institutional Shares7,612,500 
Vanguard Institutional Index Fund Institutional Shares89,093,017 
Vanguard International Value Fund8,134,381 
Vanguard Total Bond Market Index Fund Admiral Shares3,868,549 
Vanguard Total International Stock Index Fund Admiral Shares4,920,141 
Virtus Ceredex Mid-Cap Value Equity Fund Class R615,567,203 
Total mutual funds$374,160,344 
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ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
Schedule H, line 4i - Schedule of Assets (Held at End of Year) (Continued)

December 31, 2023
(b) Identity of issue, borrower, lessor, or similar party(e) Current Value**
Cash Surrender Value of Life Insurance:
General American Life Ins. Co.$17,168 
Total cash surrender value of life insurance$17,168 
Total Investments per Statement of Net Assets$767,221,596 
* Notes receivable from participants (with interest rates ranging from 5.25% to 10.50%)6,993,495 
Total Investments per 5500$774,215,091 
* Denotes a party-in-interest. The cost of notes receivable from participants is $0.
** The cost of participant-directed investments is not required to be disclosed.
Numbers may not sum due to rounding.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Associated Banc-Corp Retirement Program Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 ASSOCIATED BANC-CORP
 401(k) & EMPLOYEE STOCK
 OWNERSHIP PLAN
Date June 21, 2024 /s/ Angie M. DeWitt
 Angie M. DeWitt, Executive Vice President and Chief Human Resources Officer
 
Date June 21, 2024 /s/ Tammy C. Stadler
 Tammy C. Stadler, Executive Vice President, Corporate Controller, and Chief Accounting Officer

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