8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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,  2017

                                                                            Associated Banc-Corp                                                                      

(Exact name of registrant as specified in its chapter)

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 code 920-491-7500

(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))

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   o

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.   o

Item 8.01.  Other Events.

On July 25, 2017, the Board of Directors of the Company declared a dividend on the Company’s outstanding common stock, outstanding 6.125% Perpetual Preferred Stock, Series C Depositary Shares, and outstanding 5.375% Preferred Stock, Series D Depositary Shares. The Board of Directors also authorized the repurchase of up to $15 million of Associated Banc-Corp’s 5.375% Series D Perpetual Preferred Stock. Repurchases under such programs are subject to regulatory approval and may occur from time to time in open market purchases, block transactions, accelerated share repurchase programs or similar facilities. The press release containing this information is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

99.1  Press Release dated July 25, 2017

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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, 2017	By:  /s/ Randall J. Erickson
	Randall J. Erickson
	Executive Vice President, General Counsel,
	Corporate Secretary and Chief Risk Officer

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Exhibit Index

Exhibit

Number

99.1         Press Release dated July 25, 2017

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EX-99.1

EXHIBIT 99.1

NEWS RELEASE
Investor Contact: Jessica Vanden Heuvel, Vice President, Director of Investor Relations 920-491-7059
Media Contact: Jennifer Kaminski, Vice President, Public Relations Manager 920-491-7576

Associated Banc-Corp Announces Dividends and Series D Preferred Stock Repurchase Program

GREEN BAY, Wis. –– July 25, 2017 –– The Board of Directors of Associated Banc-Corp (NYSE: ASB) (“Associated”) today declared a regular quarterly cash dividend of $0.12 per common share, payable on September 15, 2017 to shareholders of record at the close of business on September 1, 2017.

The Board of Directors also declared a regular quarterly cash dividend of $0.3828125 per depositary share on Associated Banc-Corp’s 6.125% Series C Perpetual Preferred Stock, payable on September 15, 2017 to shareholders of record at the close of business on September 1, 2017.

The Board of Directors also declared a regular quarterly cash dividend of $0.3359375 per depositary share on Associated’s 5.375% Series D Perpetual Preferred Stock, payable on September 15, 2017 to shareholders of record at the close of business on September 1, 2017.

The Board also authorized the repurchase of up to $15 million of Associated Banc-Corp’s 5.375% Series D Perpetual Preferred Stock.  Repurchases under such programs are subject to regulatory approval and may occur from time to time in open market purchases, block transactions, private transactions, accelerated share repurchase programs or similar facilities.

ABOUT ASSOCIATED BANC-CORP

Associated Banc-Corp (NYSE: ASB) has total assets of over $29 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 over 200 banking locations serving more than 100 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”, “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.