0000950123-11-062663.txt : 20110629 0000950123-11-062663.hdr.sgml : 20110629 20110629113658 ACCESSION NUMBER: 0000950123-11-062663 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101231 FILED AS OF DATE: 20110629 DATE AS OF CHANGE: 20110629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATED BANC-CORP CENTRAL INDEX KEY: 0000007789 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 391098068 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31343 FILM NUMBER: 11937725 BUSINESS ADDRESS: STREET 1: 1200 HANSEN ROAD CITY: GREEN BAY STATE: WI ZIP: 54304 BUSINESS PHONE: 920-431-8836 MAIL ADDRESS: STREET 1: 200 NORTH ADAMS STREET, MS 7829 CITY: GREEN BAY STATE: WI ZIP: 54301 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED BANK SERVICES INC DATE OF NAME CHANGE: 19770626 11-K 1 c65267e11vk.htm FORM 11-K e11vk
Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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 officer:
ASSOCIATED BANC-CORP
1200 Hansen Road
Green Bay, Wisconsin 54304
 
 

 


Table of Contents

ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
Financial Statements and Schedule
December 31, 2010 and 2009
(With Report of Independent Registered Public Accounting Firm Thereon)

 


 

ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
TABLE OF CONTENTS

 


Table of Contents

Report of Independent Registered Public Accounting Firm
The Plan Administrator
Associated Banc-Corp 401(k) & Employee Stock Ownership Plan:
We have audited the accompanying statements of net assets available for plan benefits of the Associated Banc-Corp 401(k) & Employee Stock Ownership Plan (the Plan) as of December 31, 2010 and 2009, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Associated Banc-Corp 401(k) & Employee Stock Ownership Plan as of December 31, 2010 and 2009, and the changes in net assets available for plan benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of Schedule H, line 4i — Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. This supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
Chicago, Illinois
June 29, 2011

 


Table of Contents

ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2010 and 2009
                 
    2010   2009
 
Assets:
               
 
               
Investments:
               
At fair value (notes 3 and 7)
               
Common/collective trust funds
  $ 143,644,023     $ 151,932,732  
 
Associated Banc-Corp common stock fund
    52,456,117       42,391,717  
 
Mutual funds
    170,336,569       135,383,873  
 
Money market fund
    5,007       49,312  
 
Cash surrender value of life insurance
    137,725       138,532  
 
Total investments
    366,579,441       329,896,166  
 
               
Receivables:
               
Accrued interest, dividends and capital gains distributions receivable
    35,999       7  
Due from broker for securities sold
    157,211       155,766  
 
Notes receivable from participants
    1,449,115       1,396,874  
Employer contribution receivable
    7,871,773       7,837,228  
 
Total receivables
    9,514,098       9,389,875  
Cash
          1,192  
 
Total assets
    376,093,539       339,287,233  
 
Liabilities:
               
Administrative expenses payable
    215,179       210,653  
Due to broker for securities purchased
    118,940       854,669  
 
Total liabilities
    334,119       1,065,322  
 
Net assets available for plan benefits
  $ 375,759,420     $ 338,221,911  
 
See accompanying notes to financial statements.

2


Table of Contents

ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years Ended December 31, 2010 and 2009
                 
    2010   2009
 
Additions:
               
Additions to net assets attributed to:
               
Investment income/(loss):
               
Net appreciation/(depreciation) of investments
  $ 46,427,646     $ 16,862,614  
Interest and dividends
    1,632,192       3,047,039  
 
Total investment income
    48,059,838       19,909,653  
Contributions:
               
Participant
    15,535,559       15,396,268  
Employer
    7,871,773       7,837,228  
Rollover
    1,484,936       2,183,005  
 
Total additions
    72,952,106       45,326,154  
 
               
Deductions:
               
Deductions from net assets attributed to:
               
Benefits paid to participants
    34,426,894       28,486,891  
 
               
Corrective participant distributions
    44,426       801  
 
               
Insurance premiums
    12,277       11,865  
 
Administrative expenses
    931,000       787,762  
 
Total deductions
    35,414,597       29,287,319  
 
Net increase in net assets available for plan benefits
    37,537,509       16,038,835  
Net assets available for plan benefits:
               
Beginning of year
    338,221,911       322,183,076  
 
End of year
  $ 375,759,420     $ 338,221,911  
 
See accompanying notes to financial statements.

3


Table of Contents

ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
(1)   Description of the Plan
    The following brief description of the Associated Banc-Corp 401(k) & Employee Stock Ownership Plan, formerly known as the Associated Banc-Corp 401(k) Profit Sharing & 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 Company) 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 employer matching contributions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
 
    Participants
 
    Employees of the Company and its subsidiaries that have adopted the Plan are eligible to participate in the employer 401(k) contribution provisions of the Plan on January 1 of the year in which 1,000 hours of service are completed. Employees are eligible to participate in the employee 401(k) contribution portion of the Plan if they are reasonably expected to complete 1,000 hours of service annually. Otherwise, employees are eligible to participate in the Plan immediately after completing 1,000 hours of service in a Plan year.
 
    In conjunction with the 401(k) provisions of the Plan, participants can elect to contribute an amount between 1% and the limitations ($16,500 for 2010 and $16,500 for 2009) of Section 402(g) of the Code of their compensation in multiples 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. Participants who have attained age 50 are eligible to make catch-up contributions in accordance with, and subject to the limitations ($5,500 for 2010 and $5,500 for 2009) of, Code Section 414(v). 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 Company matching contribution. For 2010 and 2009 the discretionary match was equal to 100% of the first three percent deferred plus 50% of the next three percent deferred for plan participants who met the service requirements.

4


Table of Contents

ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
    Vesting
 
    Participants are 100% vested at all times in both employee and Company matching contributions under the 401(k) portion of the Plan. During 2006, the Plan provided for discretionary Company contributions under the profit sharing provisions of the Plan. The following is a schedule of vesting in the Company’s discretionary profit sharing contribution. The Plan was amended to discontinue the discretionary profit sharing contribution in 2007; however, participants in the plan with profit sharing balances will continue to vest according to this schedule.
         
Years of Service   Vested Percentage  
Less than three
    0 %
Three but less than four
    50 %
Four but less than five
    75 %
Five or more
    100 %
    Forfeitures
 
    Upon termination, the non-vested portion of Company discretionary profit sharing contributions and the earnings thereon become subject to forfeiture. Forfeitures were $157,943 and $140,834 in 2010 and 2009 respectively. All forfeitures are used to reduce employer contributions in the next calendar year.
 
    Investment of Plan Assets
 
    Participants have the right to direct that investments be made in the Associated Trust Company, N.A. Common Stock Fund, Associated Trust Company, N.A. Equity Income Fund, Associated Trust Company, N.A. Balanced Lifestage Fund, Associated Trust Company, N.A. Growth Balanced Lifestage Fund, Associated Trust Company, N.A. Growth Lifestage Fund, Associated Trust Company, N.A. Intermediate Term Bond Fund, Associated Trust Company, N.A. Short Term Bond Fund, Associated Trust Company, N.A. Conservative Balanced Lifestage Fund, Associated Money Market Account, Associated Banc-Corp Common Stock Fund, Dodge & Cox Stock Fund, EuroPacific Growth Fund, Goldman Sachs Growth Opportunities Institutional Fund, Goldman Sachs Satellite Fund, Growth Fund of America, Perkins Small Cap Value Fund, Perkins Mid Cap Value Fund, Nakoma Absolute Return Fund, American New World Fund, Templeton Institutional Foreign Equity Fund, Vanguard Institutional Index Fund, Wasatch Small Cap Growth Fund, or a combination of funds. Plan assets are held in trust with a subsidiary of the Company, Associated Trust Company, N.A. (the trustee). The following is a brief description of each fund:

5


Table of Contents

ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
    Associated Trust Company, N.A. Common Stock Fund — The fund is designed to achieve long-term growth through investment in large cap companies with good growth prospects. The majority of the assets in this portfolio are included in the S&P 500 Index.
 
    Associated Trust Company, N.A. Equity Income Fund — The fund is designed to pursue growth of capital while providing above average dividend yield. The fund invests in common stocks believed to be undervalued.
 
    Associated Trust Company, N.A. Balanced Lifestage Fund — The fund is designed to put equal emphasis on the pursuit of capital growth through investments in stocks, along with the stability and income generation provided by fixed income securities. Approximately one-half of the portfolio will consist of investment grade bonds with the remaining one-half consisting of a diversified mix of stocks, with an emphasis on large capitalization stocks, but will also include mid-cap, small-cap, and foreign stocks.
 
    Associated Trust Company, N.A. Growth Balanced Lifestage Fund — The fund is designed to seek both long term growth of capital and a modest amount of income and stability through a mix of stocks and bonds. The portfolio will largely emphasize the pursuit of capital growth through investments in large capitalization stocks, but will also include mid-cap, small-cap, and foreign stocks with the remainder primarily consisting of investment grade bonds.
 
    Associated Trust Company, N.A. Growth Lifestage Fund — The fund is designed to achieve growth of capital through investment in a broadly diversified portfolio of common stocks. The portfolio will emphasize large capitalization stocks, but will also include mid-cap, small-cap, and foreign stocks.
 
    Associated Trust Company, N.A. Intermediate Term Bond Fund — The fund is designed to earn a competitive total return through diversified investment in high-quality fixed income securities issued by the United States Government, federal agencies, and public corporations, as well as mortgage-backed and asset-backed issues and certificates of deposit.
 
    Associated Trust Company, N.A. Short Term Bond Fund — The fund is designed to earn a competitive total return through diversified investments in U.S. Treasury Notes, U.S. government agencies, investment grade corporate bonds, and mortgage backed securities.
 
    Associated Trust Company, N.A. Conservative Balanced Lifestage Fund — The fund is designed to emphasize stability of principal and income through investments in fixed income securities with a smaller emphasis on capital growth through investment stocks. The portfolio will primarily consist of investment grade bonds with the equity portion consisting primarily of large capitalization stocks, but will also include mid-cap, small-cap, and foreign stocks.
 
    Associated Money Market Account — The investment alternative is designed to provide safety of principal through use of a money market account or bank repurchase agreements.

6


Table of Contents

ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
    Associated Banc-Corp Common Stock Fund — The fund is designed to share in the performance of Associated Banc-Corp. The fund invests in Associated Banc-Corp common stock and cash equivalents.
 
    Dodge & Cox Stock Fund — The fund is designed to pursue long-term growth of principal and income. The Fund intends to remain fully invested in equities with at least 65% of assets in common stocks.
 
    EuroPacific Growth Fund — The fund is designed to pursue long-term growth of capital. The fund invests in at least 80% of assets in equity securities of issuers from Europe and the pacific Basin.
 
    Goldman Sachs Growth Opportunities Institutional Fund — The fund is designed to achieve long-term growth of capital. The fund invests in at least 90% of assets in equity securities with a primary focus on mid-cap companies.
 
    Goldman Sachs Satellite Fund — The fund is designed to achieve long term growth of capital. The fund invests in at least 80% of assets in satellite asset classes. Satellite asset classes are those that historically have had lower correlations to traditional market exposures such as large cap equities and investment grade fixed income. Satellite funds can be both equity and fixed income funds.
 
    Growth Fund of America — The fund is designed to achieve long-term capital growth. The fund invests primarily in domestic equities, but may invest up to 25% in securities of issuers domiciled outside of the United States.
 
    Perkins Small Cap Value Fund — The fund is designed to achieve capital appreciation. The fund invests in at least 80% of assets in equity securities of undervalued small companies with market capitalization within the 12-month average of the capitalization range of the Russell 2000 index.
 
    Perkins Mid Cap Value Fund — The fund is designed to achieve capital appreciation. The fund invests in at least 80% of assets in equity securities of undervalued mid size companies with market capitalization within the 12-month average of the capitalization range of the Russell Midcap.
 
    Nakoma Absolute Return Fund — The fund is designed to obtain absolute returns with low volatility independent of equity market conditions. The fund invests in primarily equity securities traded in U.S. markets.
 
    American New World Fund — The fund is designed to achieve long term capital appreciation. The fund invests primarily in common stocks of companies with significant exposure to countries with developing economies and/or markets.

7


Table of Contents

ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
    Templeton Institutional Foreign Equity Fund — The fund is designed to achieve long term capital growth. The fund normally invests at least 80% of net assets in foreign (non-U.S.) equity securities. It also invests in depository receipts and emerging market countries.
 
    Vanguard Institutional Index Fund — The fund is designed to replicate the aggregate price and yield performance of the S&P 500 Index. The fund invests in all 500 stocks listed in the S&P 500 in approximately the same proportion as they are represented in the Index.
 
    Wasatch Small Cap Growth Fund — The fund is designed to achieve long term capital growth, with income as a secondary consideration. The fund invests primarily in small growth companies. It invests at least 80% of net assets in equity securities of small companies with market capitalization of less than $2.5 billion. The fund may invest up to 20% of assets in securities issued by foreign companies in developed or emerging markets.
 
    Participants can elect to invest in one of the aforementioned funds or in 1% increments in two or more funds. Participants can change the allocation of the Plan accounts on a daily basis.
 
    Notes Receivable From Participants
 
    A participant may request a loan for one or a combination of the following reasons: (a) purchase, construction or preservation/rehabilitation of a participant-owned principal residence, (b) post-secondary education expenses for the participant, their spouse or their dependents, (c) medical expenses incurred by the participant or the participant’s immediate family, (d) funeral expenses for the participant’s deceased parent, spouse, children or dependents, or (e) expenses for the repair of damage to the participant’s principal residence that would qualify for casualty loss deduction.
 
    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 Associated Bank, N.A. The loan will provide bi-weekly payments under a level amortization schedule of not greater than 5 years or 15 years if a loan is used to acquire a principal residence. 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

8


Table of Contents

ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
    immediately allocated to the participants’ accounts. Under a daily valued plan, participants can verify account balances daily utilizing the VRU (Voice Response Unit) 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. Distributions must begin no later than 60 days after the close of the plan year in which the later of the participant’s attainment of age 65 or the termination date occurs, unless the participant elects to delay commencement of the distribution until April 1 following the attainment of age 70 1/2. Participants may withdraw amounts for any reason upon reaching age 59 1/2. Earnings are credited to a participant’s account through the date of distribution.
 
    Distributions are made in cash or, if a participant elects, in the form of Company common shares plus cash for any fractional share.
 
    Termination of Plan
 
    While the Company has not expressed any intent to terminate the Plan, it is free to do so at any time subject to the provisions of ERISA. In the event of termination, participants become fully vested to the extent of the balance in their account, including investment income through the termination date.
 
(2)   Summary of Significant Accounting Policies
 
    Basis of Presentation
 
    The accompanying financial statements have been prepared on the accrual basis of accounting and present the net assets available for plan benefits and changes in those net assets in accordance with U.S. generally accepted accounting principles.
 
    New Accounting Pronouncements
 
    On October 1, 2009, the FASB issued Accounting Standards Update (“ASU”) 2010-12, Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalents). This ASU provides guidance for determining the fair value of certain investments that do not have readily determinable fair values and permits the use of unadjusted net asset values (“NAV”) or an equivalent measure as a practical expedient to estimate fair value. ASU 2010-12 is effective for financial statements issued for fiscal years beginning after December 15, 2009. The adoption of this new guidance did not have an impact on the Statement of Net Assets Available for Benefits or the Statement of Changes in Net Assets Available for Benefits.

9


Table of Contents

ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
    In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures, which required entities to make new disclosures about recurring and nonrecurring fair value measurements including significant transfers in and out of Level 1 and 2 categories and provide information on purchases, sales, issuances and settlements on a gross basis in the reconciliation of Level 3 measurements. ASU No. 2010-06 also clarifies existing fair value disclosures. ASU No. 2010-06 is effective for periods beginning after December 15, 2009, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for fiscal years beginning after December 15, 2010.
 
    In September 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2010-25, Reporting Loans to Participants Defined by Contribution Pension Plans (ASU 2010-25). ASU 2010-25 requires participant loans to be measured at their unpaid principal balance plus any accrued but unpaid interest and classified as notes receivable from participants. Previously, loans were measured at fair value and classified as investments. ASU 2010-25 is effective for fiscal years ending after December 15, 2010 and is required to be applied retrospectively. The adoption of ASU 2010-25 did not change the value of participant loans from the amount previously reported as of December 31, 2009. Participant loans as of December 31, 2009 have been reclassified to notes receivable from participants to conform to the current year’s presentation.
 
    The significant accounting policies of the Plan are as follows:
 
    Investments and Income Recognition
 
    Investment securities are valued at quoted market prices. However, securities for which no quoted market prices are available are valued at estimated fair value. The investments in units of the common/collective funds 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. The money market account is stated at cost, which approximates fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Footnote (7) for discussion of fair value measurements.
 
    Cash surrender values 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 terminated participant or to the Plan for active participants.
 
    Plan assets are held by the trustee. Net appreciation includes realized gains and losses on investments purchased and sold and changes in appreciation for the period. Purchases and sales

10


Table of Contents

ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
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.
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.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based upon the terms of the plan document.
Payment of Benefits
Benefits are recorded when paid.
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 reported amounts of assets available for benefits and plan benefit obligations and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from these estimates.
(3) Investments
The fair value of investments that represent 5% or more of the Plan’s net assets at December 31 are presented in the following table:
                 
    2010   2009
 
Associated Banc-Corp Common Stock Fund
  $ 52,456,117     $ 42,391,717  
Associated Trust Company, N.A. Growth Lifestage Fund
    41,502,795       38,576,146  
Associated Trust Company, N.A. Balanced Lifestage Fund
    44,875,130       44,516,302  
Associated Money Market Account
    32,506,490       34,664,379  
Associated Trust Company, N.A. Intermediate Term Bond Fund
    25,623,316       27,145,116  
Dodge & Cox Stock Fund
    24,141,721       21,514,510  
Goldman Sachs TR Growth Opportunity Fund
    18,520,026       14,292,437  

11


Table of Contents

ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
    The Plan’s investments, including gains and losses on investments purchased and sold, as well as held during the year, appreciated in value by $46,427,646 during 2010 and depreciated in value by $16,862,614 during 2009 as follows:
                 
    2010   2009
Associated Banc-Corp Common Stock Fund
  $ 14,969,482     $ (38,729,062 )
Common/Collective Trust Funds
    18,040,560       29,584,313  
Mutual Funds
    13,417,604       26,007,363  
 
 
               
Total
  $ 46,427,646     $ 16,862,614  
(4)   Transactions with Related Parties
 
    The Associated Banc-Corp Common Stock Fund at December 31, 2010 and 2009 included 3,427,286 shares and 3,821,499 shares, respectively, of common stock of the Company with fair values of $51,923,383 and $42,074,704, respectively. Dividend income from Company stock totaled $143,398 and $1,863,608 in 2010 and 2009, respectively. Also included in the Associated Banc-Corp common stock fund at December 31, 2010 and 2009 were units of Goldman Sachs Financial Square Prime Obligations Fund with fair values of $532,734 and $317,013, respectively. The Goldman Sachs Financial Square Prime Obligations Fund is an unrelated party.
 
    Associated Trust Company, N.A. performs asset management and participant recordkeeping for the Plan. Asset management and recordkeeping fees paid from the Plan to Associated Trust Company, N.A. totaled $931,000 and $787,762 in 2010 and 2009, respectively.
 
    The Plan invests in various Associated Trust Company, N.A. common/collective trust funds and a Money Market Account. As of December 31, 2010 and 2009, $143,644,023 and $151,932,732, respectively, were invested in Associated Trust Company, N.A. common/collective trust funds. As of December 31, 2010 and 2009, $32,506,490 and $34,664,379, respectively, were invested in an Associated Money Market Account (classified under mutual funds on the balance sheet).

12


Table of Contents

ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
(5) Reconciliation to Form 5500
    The following is a reconciliation of net assets available for plan benefits per the financial statements at December 31, 2010 and 2009 to Form 5500:
                 
    2010   2009
Net assets available for plan benefits per the financial statements
  $ 375,759,420     $ 338,221,911  
Amounts allocated to benefit claims payable
    (110,608 )     (127,019 )
     
 
Net Assets available for plan benefits per the Form 5500
  $ 375,648,812     $ 338,094,892  
     
    The following is a reconciliation of benefits paid to participants per the financial statements for the years ended December 31, 2010 and 2009 to Form 5500:
                 
    2010     2009  
Benefits paid to participants per the financial statements
  $ 34,426,894     $ 28,486,891  
Add: Amounts allocated to benefit claims payable at December 31, 2010 and 2009, respectively
    110,608       127,019  
Less: Amounts allocated to benefit claims payable at December 31, 2009 and 2008, respectively
    (127,019 )     (1,397,655 )
 
           
Benefits paid to participants per Form 5500
  $ 34,410,483     $ 27,216,255  
     
(6)   Income Taxes
 
    The Plan administrator has received a favorable tax determination letter, dated February 3, 2006, from the Internal Revenue Service indicating that the Plan qualifies under the provisions of Section 401(a) of the Code, and the related trust is, therefore, exempt from tax under Section 501(a). Therefore, a provision for income taxes has not been included in the Plan’s financial statements. The Plan has been amended since receiving the determination letter. However, in the opinion of the Plan Administrator, the Plan and its underlying trust have operated within the terms of the Plan and remain qualified under the applicable provisions of the Code.
 
    Participants in the Plan are not subject to federal income taxes until they receive a distribution from the Plan.
 
    Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2010, there are no uncertain positions taken or

13


Table of Contents

ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
    expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to income tax examinations for years prior to 2010.
(7)   Fair Value Measurements
 
    ASC Topic 820-10, Fair Value Measurements and Disclosures, applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard amends numerous accounting pronouncements but does not require any new fair value measurements of reported balances. The standard also emphasizes that fair value (i.e., the price that would be received in an orderly transaction that is not a forced liquidation or distressed sales at the measurement date), among other things, is based on exit price versus entry price, should include assumptions about risk such as nonperformance risk in liability fair values, and is a market-based measurement, not an entity-specific measurement. When considering the assumptions that market participants would use in pricing the asset or liability, this accounting standard establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The fair value hierarchy prioritizes inputs used to measure fair value into three broad levels.
 
    Level 1 inputs — utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity 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 entity’s own assumptions, as there is little, if any, related market activity.

14


Table of Contents

ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
    The following table summarizes the Plan’s investments at December 31, 2010, based on the inputs used to value them:
                                 
Investments:   Fair Value     Level 1     Level 2     Level 3  
 
*Common/collective trust funds:
                               
Balanced funds
  $ 62,008,519             $ 62,008,519          
Fixed income funds
    28,194,869               28,194,869          
Growth funds
    48,981,716               48,981,716          
Income funds
    4,458,919               4,458,919          
 
                           
Total Common/collective funds
    143,644,023               143,644,023          
 
                           
Associated Banc-Corp common stock fund
    52,456,117     $ 52,456,117                  
Mutual funds:
                               
Balanced funds
    24,141,721       24,141,721                  
Fixed income funds
    32,506,490       32,506,490                  
Growth funds
    98,778,979       98,778,979                  
Income funds
    589,655       589,655                  
Index funds
    14,319,724       14,319,724                  
 
                           
Total Mutual funds
    170,336,569       170,336,569                  
 
                           
Money market fund
    5,007       5,007                  
Cash surrender value of life insurance
    137,725                     $ 137,725  
 
Total
  $ 366,579,441     $ 222,797,693     $ 143,644,023     $ 137,725  
    The following table summarizes the Plan’s investments at December 31, 2009, based on the inputs used to value them:
                                 
Investments:   Fair Value     Level 1     Level 2     Level 3  
 
*Common/collective trust funds:
                               
Balanced funds
  $ 58,459,970             $ 58,459,970          
Fixed income funds
    27,155,401               27,155,401          
Growth funds
    63,200,389               63,200,389          
Income funds
    3,116,972               3,116,972          
 
                           
Total Common/collective funds
    151,932,732               151,932,732          
 
                           
Associated Banc-Corp common stock fund
    42,391,717     $ 42,391,717                  
Mutual funds:
                               
Balanced funds
    21,514,510       21,514,510                  
Fixed income funds
    34,664,379       34,664,379                  
Growth funds
    65,666,525       65,666,525                  
Income funds
    1,013,029       1,013,029                  
Index funds
    12,525,430       12,525,430                  
 
                           
Total Mutual funds
    135,383,873       135,383,873                  
 
                           
Money market fund
    49,312       49,312                  
Cash surrender value of life insurance
    138,532                     $ 138,532  
 
Total
  $ 329,896,166     $ 177,824,902     $ 151,932,732     $ 138,532  
 
*   The funds’ NAVs per share are used as a practical expedient to measure fair value on a recurring basis.

15


Table of Contents

ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
    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, 2010:
         
    Cash surrender value  
    of life insurance  
 
Beginning Balance on January 1, 2010:
  $ 138,532  
Realized and unrealized losses:
    3,735  
Purchases, sales, issuances and settlements, net:
    (4,542 )
Ending Balance on December 31, 2010:
  $ 137,725  
The amount of total gains or losses for the period attributable to the change in unrealized gains or losses relating to assets still held at the reporting date.
  $ 3,735  
(8)   Subsequent Events
 
    The Plan Sponsor has evaluated the effects on the financial statements of subsequent events that have occurred subsequent to December 31, 2010 through 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.

16


Table of Contents

ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
Schedule H, line 4i — Schedule of Assets (Held at End of Year)
December 31, 2010
                     
        Description of investment,    
        including maturity date,    
    Identity of issue, borrower,   rate of interest, collateral   Current
    Lessor, or similar party   par, or maturity value   Value
     
*  
Associated Trust Company, N.A. Common Stock Fund
  39,894 units     $ 7,478,921  
   
 
               
*  
Associated Trust Company, N.A. Equity Income Fund
  52,453 units       4,458,919  
   
 
               
*  
Associated Trust Company, N.A. Balanced Lifestage Fund
  2,515,906 units       44,875,130  
   
 
               
*  
Associated Trust Company, N.A. Growth Balanced Lifestage Fund
  629,640 units       11,504,592  
   
 
               
*  
Associated Trust Company, N.A. Growth Lifestage Fund
  2,252,377 units       41,502,795  
   
 
               
*  
Associated Trust Company, N.A. Intermediate Term Bond Fund
  707,738 units       25,623,316  
   
 
               
*  
Associated Trust Company, N.A. Conservative Balanced Lifestage Fund
  353,752 units       5,628,797  
   
 
               
*  
Associated Trust Company, N.A. Short Term Bond Fund
  120,799 units       2,571,553  
   
 
               
     
   
Total common/collective trust funds
          $ 143,644,023  
     

17


Table of Contents

ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
Schedule H, line 4i — Schedule of Assets (Held at End of Year)
December 31, 2010
                     
        Description of investment,    
        including maturity date,    
    Identity of issue, borrower,   rate of interest, collateral   Current
    Lessor, or similar party   par, or maturity value   Value
     
*  
Associated Banc-Corp common stock fund
    1,957,662     $ 52,456,117  
     
   
 
               
*  
Associated Money Market Account
  27,088,366 units       32,506,490  
   
 
               
   
Dodge & Cox Stock Fund
  224,032 units       24,141,721  
   
 
               
   
EuroPacific Growth Fund
  412,916 units       17,082,352  
   
 
               
   
Goldman Sachs Growth Opportunities Institutional Fund
  760,576 units       18,520,026  
   
 
               
   
Growth Fund of America
  479,491 units       14,595,708  
   
 
               
   
Perkins Small Cap Value Fund
  710,395 units       17,070,789  
   
 
               
   
Perkins Mid Cap Value Fund
  373,967 units       8,440,432  
   
 
               
   
Vanguard Institutional Index Fund
  124,509 units       14,319,724  
   
 
               
   
Nakoma Absolute Return Fund
  31,166 units       589,655  
   
 
               
   
American New World Fund
  53,148 units       2,902,959  
   
 
               
   
Goldman Sachs Satellite Fund
  161,272 units       1,280,503  
   
 
               
   
Templeton Institutional Fund
  332,787 units       6,672,384  
   
 
               
   
Wasatch Small Cap Growth Fund
  309,211 units       12,213,826  
   
 
               
     
   
Total Mutual funds
            170,336,569  
     

18


Table of Contents

ASSOCIATED BANC-CORP
401(k) & EMPLOYEE STOCK OWNERSHIP PLAN
Schedule H, line 4i — Schedule of Assets (Held at End of Year)
December 31, 2010
                     
        Description of investment,    
        including maturity date,    
    Identity of issue, borrower,   rate of interest, collateral   Current
    Lessor, or similar party   par, or maturity value   Value
     
   
Goldman Sachs Financial Square Prime Obligations Fund (Held in directed segregated accounts)
          $ 5,007  
     
   
 
               
   
Cash Surrender Value of Life Insurance:
               
   
Penn Mutual Life Insurance Co.
            42,640  
   
The Guardian Insurance and Annuity Co.
            33,333  
   
General American Life Ins. Co.
            61,752  
     
   
Total cash surrender value of life insurance
            137,725  
     
   
Total Investments per Statement of Net Assets
            366,579,441  
     
   
Loans to participants (202 participant loans with interest rates ranging from 3.25% to 9.00% and maturity dates ranging from January 21, 2011 to October 15, 2025)
            1,449,115  
     
   
Total Investments per 5500
          $ 368,028,556  
     
 
*   Denotes a party-in-interest
 
    Note: Cost information has not been included because all investments are participant directed.

19


Table of Contents

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    
 
       
 
  /s/ Katey S. Smith    
 
       
 
  Katey S. Smith, Director of Colleague Care and Benefits    
 
       
Dated: June 29, 2011
       

20


Table of Contents

Exhibit Index
     
Exhibit    
Number   Description
 
   
No 23
  Consent of Independent Registered Public Accounting Firm

21

EX-23 2 c65267exv23.htm EX-23 exv23
Exhibit 23
Consent of Independent Registered Public Accounting Firm
The Plan Administrator
Associated Banc-Corp 401(k) & Employee Stock Ownership Plan:
We consent to the incorporation by reference in the registration statement (No. 33-54658) on Form S-8 of Associated Banc-Corp of our report dated June 28, 2011, relating to the statements of net assets available for plan benefits of the Associated Banc-Corp 401(k) & Employee Stock Ownership Plan as of December 31, 2010 and 2009, and the related statements of changes in net assets available for plan benefits for the years then ended, and Schedule H, line 4i — Schedule of Assets (Held at End of Year), which report appears in the December 31, 2010 annual report on Form 11-K of the Associated Banc-Corp 401(k) & Employee Stock Ownership Plan.
/s/ KPMG LLP
Chicago, Illinois
June 29, 2011