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) August 10, 2005

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.)
1200 Hansen Road, Green Bay,Wisconsin		54304
(Address of principal executive offices)		(Zip code)
Registrant’s telephone number, including area code		920-491-7000

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

TABLE OF CONTENTS

News Release Announcing Revision of 2nd Quarter Earnings

News Release Correcting and Replacing July 21, 2005 Earnings Release

Item 2.02. Results of Operations and Financial Condition.

On August 10, 2005, Associated Banc-Corp announced the revision of its earnings for the second quarter of 2005 related to its correction of derivative accounting treatment. Associated Banc-Corp is placing on file as Exhibit 99.1 and Exhibit 99.2 copies of the Company’s news releases relating to the corrected earnings.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1	News Release dated August 10, 2005 announcing revision of 2nd quarter earnings
99.2	News Release dated August 10, 2005 correcting and replacing July 21, 2005 earnings release

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     August 10, 2005	By     /s/ Brian R. Bodager (Signature)*
	Brian R. Bodager
	Chief Administrative Officer,
	General Counsel & Corporate Secretary

* Print name and title of the signing officer under his signature.

ASSOCIATED BANC-CORP

Exhibit Index to Current Report on Form 8-K

Exhibit
Number
99.1	News Release dated August 10, 2005 announcing revision of 2nd quarter earnings
99.2	News Release dated August 10, 2005 correcting and replacing July 21, 2005 earnings release

EX-99.1

Exhibit 99.1

News Release

Revision of 2^nd quarter earnings announcement related to correction of
derivative accounting treatment and delay of filing of Form 10-Q

     GREEN BAY, Wis. – Aug. 10, 2005 — Associated Banc-Corp (NASDAQ: ASBC) today issued a correction to its 2005 second quarter earnings release dated July 21, 2005. The correction relates to the company’s derivative accounting under Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“FAS 133”).

     In connection with the ongoing finalization of Associated’s Form 10-Q for the quarter ended June 30, 2005, and subsequent to the July 21, 2005 press release, Associated in consultation with KPMG LLP, Associated’s long-standing independent registered public accounting firm, determined that its hedge accounting treatment previously applied to certain derivative instruments, needed to be changed under the requirements of FAS 133. While this change affects previous period financial statements, Associated concluded that a restatement of its historical financial statements was not required as the correction was not material to any of the prior periods presented.

     This change affects the company’s unaudited financial statements for the three and six month periods ended June 30, 2005. For 2005, this determination resulted in a cumulative non-cash adjustment, which reduced previously reported net income by approximately $4.0 million, or a $0.03 decrease to both the previously reported basic and diluted earnings per share. Therefore, Associated’s revised net income was $74 million for the second quarter of 2005 and $151.5 million for the six months ended June 30, 2005. For second quarter 2005, basic and

diluted earnings per share were both $0.57, while on a year-to-date basis, basic earnings per share were $1.17 and diluted earnings per share were $1.16.

     Like other financial institutions, Associated has used derivatives for several years as a risk management tool. As a risk management practice, derivatives help insulate quarter-to-quarter financial performance from the effects of interest rate volatility. The correction arises from Associated’s and KPMG’s most recent quarterly review of its derivative accounting treatment under the requirements of FAS 133, which is a complex set of accounting rules relating to derivative transactions. Almost all of the underlying derivative instruments that are the subject of the correction were originated before or during 2001, the year FAS 133 became effective. The cumulative adjustment to net income for the quarter ended June 30, 2005 gives effect to a reduction of net income of less than 0.4 percent of Associated’s total net income from Jan. 1, 2001 through June 30, 2005.

     “With regard to the corrective entry made for the second quarter, it is important to note that the issue relates to matters of documentation and complex technical interpretation, rather than how those hedges were created or managed,” Associated President and CEO Beideman said. “In fact, we believe that over time the economic impact of the limited number of long-term swaps will normalize and create a neutral impact on interest rate volatility, which is the intent of these strategies. We are confident this correction does not detract from our core strengths nor our progress toward achieving our strategic priorities.”

     Associated is comfortable with its statements regarding 2005 earnings contained in its July 21, 2005 press release, assuming the analysts’ earnings consensus is reduced three cents in light of today’s correction.

     The table below sets forth the primary changes from the previously announced financial results. These changes will be reflected in Associated’s Form 10-Q for the second quarter of 2005 which will be filed on or before August 15, 2005 and are reflected in the complete revised July 21, 2005 press release available at www.AssociatedBank.com.

Associated Banc-Corp
(In thousands except per share data) (Unaudited)

	For the Three								For the Six Months
	Months Ended								Ended
	June 30, 2005								June 30, 2005
	July 21, 2005								July 21, 2005
	Press Release		Revised			Change			Press Release		Revised		Change
Other noninterest income	$	6,367	$	(355	)	$	(6,722	)	$	15,181	$	8,459	$	(6,722	)
Total noninterest income		68,426		61,704			(6,722	)		139,799		133,077		(6,722	)
Income before income taxes		115,095		108,373			(6,722	)		228,807		222,085		(6,722	)
Income tax expense		37,059		34,358			(2,701	)		73,301		70,600		(2,701	)
Net income		78,036		74,015			(4,021	)		155,506		151,485		(4,021	)
Basic earnings per share	$	0.60	$	0.57		($	0.03	)	$	1.20	$	1.17	($	0.03	)
Diluted earnings per share	$	0.60	$	0.57		($	0.03	)	$	1.19	$	1.16	($	0.03	)

	At June 30, 2005
	July 21, 2005
	Press Release		Revised		Change
Period End Balances:
Loans	$	14,054,345	$	14,054,506	$	161
Other assets		543,948		541,729		(2,219	)
Assets		20,755,772		20,753,714		(2,058	)
Long-term funding		3,690,453		3,685,078		(5,375	)
Retained earnings		938,309		934,287		(4,022	)
Accumulated other comprehensive income		22,269		29,608		7,339
Total stockholders’ equity		2,015,118		2,018,435		3,317

     Associated’s Form 10-Q for the quarter ended June 30, 2005 will include additional information regarding Associated’s accounting for derivatives.

     Associated Banc-Corp, headquartered in Green Bay, Wis., is a diversified multibank holding company with total assets of $21 billion. Associated has more than 300 banking offices serving more than 170 communities in Wisconsin, Illinois, and Minnesota. The company offers a full range of traditional banking services and a variety of other financial products and services. More information about Associated Banc-Corp is available at www.AssociatedBank.com.

     Statements made in this document that 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. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. These statements may be identified by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “should,” “will,” “intend,” or similar expressions. Outcomes related to such statements are subject to numerous risk factors and uncertainties including those listed in the company’s Annual Report to be filed on Form
10-K.

EX-99.2

Exhibit 99.2

News Release

     CORRECTION: This news release corrects and replaces Associated’s previous earnings release of July 21, 2005, as more fully described in a concurrent release dated Aug. 10, 2005.

Associated announces 2nd quarter earnings per diluted share of $.57

     GREEN BAY, Wis. – Aug. 10, 2005- Associated Banc-Corp (NASDAQ: ASBC) earned $.57 per diluted share in the quarter ended June 30, 2005, compared to $.59 per diluted share for the first quarter of 2005, and $.58 per diluted share for second quarter 2004. For the six months ended June 30, 2005, diluted earnings per share were $1.16, up 4.5 percent from $1.11 per diluted share in the same period in 2004.

     For second quarter 2005, return on average assets (ROAA) was 1.44 percent, return on average equity (ROAE) was 14.62 percent and book value per share was $15.79, compared to 1.54 percent, 15.52 percent, and $15.61, respectively, for the first quarter of 2005. Comparatively, for second quarter 2004 ROAA was 1.67 percent, ROAE was 18.87 percent, and book value per share was $12.53. For the first half of 2005, ROAA was 1.49 percent and ROAE was 15.07 percent, compared to 1.62 percent and 18.12 percent, respectively, for the six months ended June 30, 2004.

     “Our second quarter results reflect solid loan growth, core fee income growth, and asset quality that remains strong. We are aggressively managing our costs in a challenging rate and competitive pricing environment,” Associated President and CEO Paul Beideman said.

     Associated’s acquisition of First Federal Capital Corp on Oct. 29, 2004 affects comparisons between the years, as 2005 results include the balance sheet and operations of the $4 billion thrift, while the comparable 2004 periods do not. First Federal’s operations were successfully

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integrated onto Associated’s systems in February 2005. Additionally, the April 1, 2004 acquisition of Jabas Group, Inc., an employee benefits firm, affects the comparison of retail commission income and noninterest expenses between the year-to-date periods, as only three months of Jabas are included in the first half of 2004. Changes in net mortgage banking income impact the comparison of noninterest income between prior periods, particularly from movements in the value of the mortgage servicing rights (MSR) asset. Finally, noninterest income for the second quarter of 2005 includes a net loss on derivatives no longer accounted for as hedges.

     Net income was $74.0 million for the second quarter of 2005. This compares to $77.5 million for the quarter ended March 31, 2005, and $64.5 million for the second quarter of 2004. On a year-to-date basis, net income was $151.5 million, up 22 percent from $124.1 million for the comparable period of 2004.

     Associated’s net interest income for the second quarter of 2005 was $166.7 million, compared to $165.9 million for first quarter 2005, and $131.9 million in the year-earlier quarter. For the first half of 2005, net interest income was $332.6 million, up from $261.0 million for the comparable year-to-date period of 2004. The increase is due predominantly to higher average balance sheet volumes.

          Net interest margin for the second quarter was 3.63 percent, compared to 3.68 percent for first quarter 2005 and 3.80 percent for second quarter 2004. On a year-to-date basis, the net interest margin was 3.65 percent, versus 3.80 percent for the comparable period last year. The trend in the net interest margin is primarily from the impact of the continued flattening of the yield curve, and competitive pricing pressures.

          Period end loans at June 30, 2005 were $14.1 billion, compared to $13.9 billion at March 31, 2005 (up 4 percent on an annualized basis), with loan growth primarily in commercial (up 7 percent annualized) and home equity (up 14 percent annualized). Quarterly average loan balances, a key driver to net interest income, were $14.1 billion for second quarter 2005, up 3 percent annualized compared to first quarter 2005, and up 32 percent between second quarter periods, including the First Federal acquisition.

          Period end deposits at June 30, 2005 were $12.1 billion, down slightly from $12.2 billion at March 31, 2005, primarily from decreases in interest-bearing transaction accounts and other time deposits offset partly by increases in noninterest-bearing demand deposits and institutional CDs. Deposits were up 26 percent over a year earlier, including the acquisition of First Federal. On average, deposits were $12.1 billion for second quarter 2005, compared to $12.4 billion for first quarter (down 9 percent annualized). Between the comparable second quarters, average deposits were up 24 percent.

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     “The decline in deposits since March 31, 2005, is primarily from seasonal movements in municipal deposits and lower non-brokered time deposits,” Beideman said. “We are encouraged by the growth in our demand deposits, increasing over 17 percent on an annualized basis since March 31, and by our deposit growth strategies for the second half of 2005.”

     Asset quality remained steady, with second quarter net charge-offs of $3.6 million, compared to net charge-offs of $2.2 million for first quarter 2005 and $5.6 million for second quarter 2004. For the first half of 2005, net charge-offs were $5.7 million (0.08 percent of average loans), versus $10.7 million (0.20 percent of average loans) for the first half of 2004. The provision for loan losses approximated the related net charge-off levels for each of the comparative quarterly and year-to-date periods. Nonperforming loans at June 30, 2005 were $112.5 million, representing 0.80 percent of loans, compared to $102.9 million or 0.74 percent of loans at March 31, 2005, and 0.81 percent of loans at June 30, 2004. The $9.6 million increase in nonperforming loans since March 31 was predominantly attributable to the addition of one large commercial real estate credit.

     At June 30, 2005, the allowance for loan losses was $190.0 million. The allowance for loan losses to total loans was 1.35 percent and covered 169 percent of nonperforming loans at June 30, 2005, compared to 1.36 percent and 184 percent, respectively, at the end of first quarter 2005, and 1.69 percent and 207 percent, respectively, at June 30, 2004.

     Noninterest income was $61.7 million for second quarter 2005, compared to $71.4 million for first quarter 2005, and $57.9 million for second quarter 2004, with year-to-date noninterest income at $133.1 million or 28 percent higher than the six-month period in 2004. Noninterest income for second quarter 2005 included in other noninterest income a $6.7 million net loss on derivatives no longer accounted for as hedges effective on June 30, 2005, which affects the comparison of noninterest income between the various periods. Also, changes in net mortgage banking income (gross mortgage banking income less MSR expense), particularly from movements in the value of the MSR asset, impact the comparison of noninterest income. Excluding net mortgage banking income and the net loss on derivatives, noninterest income was $66.1 million for second quarter 2005, up 7 percent over $61.5 million for first quarter 2005, and up 42 percent over $46.5 million for second quarter 2004. For the six months ended June 30, 2005, noninterest income excluding net mortgage banking income and the net loss on derivatives was $127.5 million, or 41 percent higher than $90.4 million for the first half of 2004.

     Net mortgage banking income was $2.4 million for second quarter 2005, down $7.5 million from first quarter 2005, and down $9.0 million compared to second quarter 2004. On a

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year-to-date basis, net mortgage banking income was $12.3 million for 2005, down $1.4 million compared to last year.

     Quarterly MSR expense was impacted primarily by changes in estimated prepayment speeds and related movements in the estimated fair value of the MSR asset. MSR expense of $8.3 million (including a valuation reserve addition of $2.5 million) for second quarter 2005 was $6.5 million higher than first quarter 2005 (which included a valuation recovery of $4.0 million), and was $10.7 million higher than second quarter 2004 (which included a valuation recovery of $6.7 million). At June 30, 2005, the net MSR asset was $74.1 million, representing 78 basis points of the $9.48 billion portfolio serviced for others, compared to 82 basis points and 81 basis points at March 31, 2005, and June 30, 2004, respectively.

     Quarterly service charges on deposit accounts of $22.2 million were up 19 percent over first quarter 2005 and up 69 percent over second quarter 2004. Trust service fees of $9.0 million for second quarter 2005 grew 8 percent and 11 percent over first quarter 2005 and second quarter 2004, respectively. Quarterly retail commissions of $15.4 million experienced growth of 5 percent over first quarter 2005 and 17 percent over second quarter 2004.

     Noninterest expense was $116.3 million for second quarter 2005, down $4.9 million (4 percent) versus first quarter 2005, and up $24.3 million (27 percent) over second quarter last year. On a year-to-date basis, noninterest expense was $237.6 million, or 33 percent higher than the comparable six-month period last year.

     Personnel expense was $66.9 million in second quarter 2005, down $6.1 million (8 percent) from first quarter 2005. This was largely due to reduced personnel costs associated with a 5 percent decline in average full time equivalent employees, notably attributable to First Federal cost savings. Personnel expense for second quarter was up $13.3 million (25 percent) over second quarter 2004 which did not include First Federal. All other noninterest expenses combined were $49.4 million for second quarter 2005, up 2 percent over $48.3 million for first quarter 2005.

     The efficiency ratio remained low at 50 percent or below for all quarter and year-to-date periods presented.

     “As evidenced by our expense run rates and efficiency ratio, we were successful in achieving our planned cost savings associated with the First Federal acquisition.” Beideman said. “We now look forward to continuing the implementation of our strategic priorities and realizing the potential in our enhanced distribution system.”

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          “Given current trends in our business, continued loan growth, and our demonstrated cost control, coupled with a steepening of the yield curve, and taking into account the prospective application of the correction related to derivatives, we anticipate we can meet consensus earnings estimates for 2005, less three cents to take into account today’s earnings adjustment,” Beideman added. “However, intense competition for deposits and the challenging revenue environment could negatively impact these results.”

     Aided by an accelerated share buyback in May 2005, Associated repurchased 2.1 million shares of its common stock in the second quarter under all repurchase authorizations, at an average price of $33.10 per share, bringing year-to-date common stock repurchases to 2.5 million shares at a $33.05 average price per share. Also, during the second quarter, the company paid a dividend of 27 cents per share, up 8 percent from the year-earlier dividend.

     Associated’s pending acquisition of State Financial Services Corp (Nasdaq: SFSW), a $1.5 billion financial services company based in Milwaukee, is scheduled for vote by State Financial shareholders on August 24, 2005.

          Associated Banc-Corp, headquartered in Green Bay, Wis., is a diversified multibank holding company with total assets of $21 billion. Associated has more than 300 banking offices serving more than 170 communities in Wisconsin, Illinois, and Minnesota. The company offers a full range of traditional banking services and a variety of other financial products and services. More information about Associated Banc-Corp is available at www.AssociatedBank.com.

     Statements made in this document that 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. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. These statements may be identified by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “should,” “will,” “intend,” or similar expressions. Outcomes related to such statements are subject to numerous risk factors and uncertainties including those listed in the company’s Annual Report to be filed on Form
10-K.

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Six pages of tables attached.

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Consolidated Balance Sheets (Unaudited)
Associated Banc-Corp

	June 30,			December 31,						June 30,
(in thousands)	2005			2004			% Change			2004			% Change
Assets
Cash and due from banks	$	412,212		$	389,311			5.9	%	$	309,804			33.1	%
Interest-bearing deposits in other financial institutions		11,236			13,321			(15.7	%)		11,353			(1.0	%)
Federal funds sold and securities purchased under agreements to resell		44,325			55,440			(20.0	%)		39,245			12.9	%
Securities available for sale, at fair value		4,794,983			4,815,344			(0.4	%)		3,799,842			26.2	%
Loans held for sale		112,077			64,964			72.5	%		69,891			60.4	%
Loans		14,054,506			13,881,887			1.2	%		10,556,603			33.1	%
Allowance for loan losses		(190,024	)		(189,762	)		0.1	%		(177,980	)		6.8	%
Loans, net		13,864,482			13,692,125			1.3	%		10,378,623			33.6	%
Premises and equipment		179,667			184,944			(2.9	%)		129,401			38.8	%
Goodwill		679,993			679,993			0.0	%		232,528			192.4	%
Intangible assets		113,010			119,440			(5.4	%)		73,977			52.8	%
Other assets		541,729			505,254			7.2	%		457,892			18.3	%
Total assets	$	20,753,714		$	20,520,136			1.1	%	$	15,502,556			33.9	%
Liabilities and Stockholders’ Equity
Noninterest-bearing deposits	$	2,250,482		$	2,347,611			(4.1	%)	$	1,822,716			23.5	%
Interest-bearing deposits, excluding Brokered CDs		9,356,368			10,077,069			(7.2	%)		7,497,441			24.8	%
Brokered CDs		491,781			361,559			36.0	%		263,435			86.7	%
Total deposits		12,098,631			12,786,239			(5.4	%)		9,583,592			26.2	%
Short-term borrowings		2,775,508			2,926,716			(5.2	%)		2,588,103			7.2	%
Long-term funding		3,685,078			2,604,540			41.5	%		1,827,326			101.7	%
Accrued expenses and other liabilities		176,062			185,222			(4.9	%)		124,641			41.3	%
Total liabilities		18,735,279			18,502,717			1.3	%		14,123,662			32.7	%
Stockholders’ Equity
Preferred stock		—			—						—
Common stock		1,280			1,300			(1.5	%)		1,105			15.8	%
Surplus		1,062,702			1,127,205			(5.7	%)		584,853			81.7	%
Retained earnings		934,287			858,847			8.8	%		791,432			18.1	%
Accumulated other comprehensive income		29,608			41,205			(28.1	%)		15,305			93.5	%
Deferred compensation		(3,814	)		(2,122	)		79.7	%		(1,981	)		92.5	%
Treasury stock, at cost		(5,628	)		(9,016	)		(37.6	%)		(11,820	)		(52.4	%)
Total stockholders’ equity		2,018,435			2,017,419			0.1	%		1,378,894			46.4	%
Total liabilities and stockholders’ equity	$	20,753,714		$	20,520,136			1.1	%	$	15,502,556			33.9	%

Consolidated Statements of Income (Unaudited)
Associated Banc-Corp

	For The Three Months Ended,									For The Six Months Ended,
	June 30,									June 30,
(in thousands, except per share amounts)	2005			2004			% Change			2005		2004		% Change
Interest Income
Interest and fees on loans	$	213,420		$	137,449			55.3	%	$	413,729	$	272,701		51.7	%
Interest and dividends on investment securities and deposits with other financial institutions Taxable		41,834			30,767			36.0	%		82,868		61,799		34.1	%
Tax-exempt		9,507			10,267			(7.4	%)		19,230		20,502		(6.2	%)
Interest on federal funds sold and securities purchased under agreements to resell		182			68			167.6	%		264		95		177.9	%
Total interest income		264,943			178,551			48.4	%		516,091		355,097		45.3	%
Interest Expense
Interest on deposits		48,087			26,656			80.4	%		92,520		54,210		70.7	%
Interest on short-term borrowings		21,731			7,241			200.1	%		38,900		13,780		182.3	%
Interest on long-term funding		28,451			12,775			122.7	%		52,089		26,153		99.2	%
Total interest expense		98,269			46,672			110.6	%		183,509		94,143		94.9	%
Net Interest Income		166,674			131,879			26.4	%		332,582		260,954		27.4	%
Provision for loan losses		3,671			5,889			(37.7	%)		5,998		11,065		(45.8	%)
Net interest income after provision for loan losses		163,003			125,990			29.4	%		326,584		249,889		30.7	%
Noninterest Income
Trust service fees		8,967			8,043			11.5	%		17,295		15,911		8.7	%
Service charges on deposit accounts		22,215			13,141			69.1	%		40,880		25,538		60.1	%
Mortgage banking, net		2,376			11,413			(79.2	%)		12,260		13,667		(10.3	%)
Credit card and other nondeposit fees		8,790			6,074			44.7	%		17,901		11,745		52.4	%
Retail commissions		15,370			13,162			16.8	%		30,075		22,519		33.6	%
Bank owned life insurance income		2,311			3,641			(36.5	%)		4,479		6,996		(36.0	%)
Asset sale gains (losses), net		539			218			N/M			237		440		(46.1	%)
Investment securities gains (losses), net		1,491			(569	)		N/M			1,491		1,362		9.5	%
Other		(355	)		2,742			(112.9	%)		8,459		5,874		44.0	%
Total noninterest income		61,704			57,865			6.6	%		133,077		104,052		27.9	%
Noninterest Expense
Personnel expense		66,934			53,612			24.8	%		139,919		105,888		32.1	%
Occupancy		9,374			6,864			36.6	%		19,262		14,336		34.4	%
Equipment		4,214			2,878			46.4	%		8,232		5,877		40.1	%
Data processing		6,728			6,128			9.8	%		13,021		11,801		10.3	%
Business development and advertising		4,153			4,057			2.4	%		8,092		6,714		20.5	%
Stationery and supplies		1,644			1,429			15.0	%		3,488		2,655		31.4	%
Other intangible amortization		2,292			934			145.4	%		4,286		1,716		149.8	%
Other		20,995			16,085			30.5	%		41,276		29,884		38.1	%
Total noninterest expense		116,334			91,987			26.5	%		237,576		178,871		32.8	%
Income before income taxes		108,373			91,868			18.0	%		222,085		175,070		26.9	%
Income tax expense		34,358			27,363			25.6	%		70,600		51,005		38.4	%
Net Income	$	74,015		$	64,505			14.7	%	$	151,485	$	124,065		22.1	%
Earnings Per Share:
Basic	$	0.57		$	0.59			(3.4	%)	$	1.17	$	1.13		3.5	%
Diluted	$	0.57		$	0.58			(1.7	%)	$	1.16	$	1.11		4.5	%
Average Shares Outstanding:
Basic		128,990			110,116			17.1	%		129,383		110,205		17.4	%
Diluted		130,463			111,520			17.0	%		130,868		111,647		17.2	%

N/M — Not meaningful.

Consolidated Statements of Income (Unaudited) — Quarterly Trend
Associated Banc-Corp

(in thousands, except per share amounts)	2Q05			1Q05			4Q04			3Q04			2Q04
Interest Income
Interest and fees on loans	$	213,420		$	200,309		$	179,612		$	142,389		$	137,449
Interest and dividends on investment securities and deposits in other financial institutions:
Taxable		41,834			41,034			37,631			31,590			30,767
Tax-exempt		9,507			9,723			10,047			10,255			10,267
Interest on federal funds sold and securities purchased under agreements to resell		182			82			260			241			68
Total interest income		264,943			251,148			227,550			184,475			178,551
Interest Expense
Interest on deposits		48,087			44,433			36,835			27,191			26,656
Interest on short-term borrowings		21,731			17,169			14,898			10,262			7,241
Interest on long-term funding		28,451			23,638			17,360			13,806			12,775
Total interest expense		98,269			85,240			69,093			51,259			46,672
Net Interest Income		166,674			165,908			158,457			133,216			131,879
Provision for loan losses		3,671			2,327			3,603			—			5,889
Net interest income after provision for loan losses		163,003			163,581			154,854			133,216			125,990
Noninterest Income
Trust service fees		8,967			8,328			8,107			7,773			8,043
Service charges on deposit accounts		22,215			18,665			16,943			13,672			13,141
Mortgage banking, net		2,376			9,884			6,046			618			11,413
Credit card and other nondeposit fees		8,790			9,111			8,183			6,253			6,074
Retail commissions		15,370			14,705			12,727			11,925			13,162
Bank owned life insurance income		2,311			2,168			2,525			3,580			3,641
Asset sale gains (losses), net		539			(302	)		432			309			218
Investment securities gains (losses), net		1,491			—			(719	)		(6	)		(569	)
Other		(355	)		8,814			4,793			3,034			2,742
Total noninterest income		61,704			71,373			59,037			47,158			57,865
Noninterest Expense
Personnel expense		66,934			72,985			65,193			53,467			53,612
Occupancy		9,374			9,888			8,297			6,939			6,864
Equipment		4,214			4,018			3,855			3,022			2,878
Data processing		6,728			6,293			5,966			5,865			6,128
Business development and advertising		4,153			3,939			4,271			3,990			4,057
Stationery and supplies		1,644			1,844			1,567			1,214			1,429
Other intangible amortization		2,292			1,994			1,699			935			934
Other		20,995			20,281			19,119			13,599			16,085
Total noninterest expense		116,334			121,242			109,967			89,031			91,987
Income before income taxes		108,373			113,712			103,924			91,343			91,868
Income tax expense		34,358			36,242			33,069			27,977			27,363
Net Income	$	74,015		$	77,470		$	70,855		$	63,366		$	64,505
Earnings Per Share:
Basic	$	0.57		$	0.60		$	0.57		$	0.58		$	0.59
Diluted	$	0.57		$	0.59		$	0.57		$	0.57		$	0.58
Average Shares Outstanding:
Basic		128,990			129,781			123,509			110,137			110,116
Diluted		130,463			131,358			125,296			111,699			111,520

Selected Quarterly Information
Associated Banc-Corp

(in thousands, except per share & full time equivalent employee data)	YTD 2005			YTD 2004			2nd Qtr 2005			1st Qtr 2005			4th Qtr 2004			3rd Qtr 2004			2nd Qtr 2004
Summary of Operations
Net interest income		332,582			260,954			166,674			165,908			158,457			133,216			131,879
Provision for loan losses		5,998			11,065			3,671			2,327			3,603			—			5,889
Asset sale gains (losses), net		237			440			539			(302	)		432			309			218
Investment securities gains (losses), net		1,491			1,362			1,491			—			(719	)		(6	)		(569	)
Noninterest income (excluding securities & asset gains)		131,349			102,250			59,674			71,675			59,324			46,855			58,216
Noninterest expense		237,576			178,871			116,334			121,242			109,967			89,031			91,987
Income before income taxes		222,085			175,070			108,373			113,712			103,924			91,343			91,868
Income taxes		70,600			51,005			34,358			36,242			33,069			27,977			27,363
Net income		151,485			124,065			74,015			77,470			70,855			63,366			64,505
Taxable equivalent adjustment		12,396			12,791			6,174			6,222			6,342			6,395			6,387
Per Common Share Data (1)
Net income:
Basic	$	1.17		$	1.13		$	0.57		$	0.60		$	0.57		$	0.58		$	0.59
Diluted		1.16			1.11			0.57			0.59			0.57			0.57			0.58
Dividends		0.5200			0.4767			0.2700			0.2500			0.2500			0.2500			0.2500
Market Value:
High	$	33.89		$	30.37		$	33.89		$	33.50		$	34.85		$	32.19		$	30.13
Low		30.11			27.09			30.11			30.60			32.08			28.81			27.09
Close		33.58			29.63			33.58			31.23			33.23			32.07			29.63
Book value		15.79			12.53			15.79			15.61			15.55			13.18			12.53
Performance Ratios (annualized)
Earning assets yield		5.60	%		5.11	%		5.71	%		5.51	%		5.31	%		5.14	%		5.09	%
Interest-bearing liabilities rate		2.27			1.55			2.42			2.13			1.85			1.64			1.53
Net interest margin		3.65			3.80			3.63			3.68			3.74			3.76			3.80
Return on average assets		1.49			1.62			1.44			1.54			1.49			1.60			1.67
Return on average equity		15.07			18.12			14.62			15.52			15.46			17.76			18.87
Return on tangible average equity (2)		23.38			22.13			22.65			24.13			22.47			21.69			23.15
Efficiency ratio (3)		49.88			47.57			50.03			49.73			49.07			47.75			46.82
Effective tax rate		31.79			29.13			31.70			31.87			31.82			30.63			29.78
Dividend payout ratio (4)		44.44			42.18			47.37			41.67			43.86			43.10			42.37
Average Balances
Assets	$	20,521,530		$	15,379,641		$	20,574,770		$	20,467,698		$	18,956,445		$	15,730,451		$	15,498,005
Earning assets		18,837,181			14,333,135			18,916,921			18,756,555			17,437,618			14,688,914			14,480,701
Interest-bearing liabilities		16,173,550			12,157,368			16,207,719			16,139,002			14,761,878			12,381,407			12,231,733
Loans		14,031,228			10,559,476			14,084,246			13,977,621			12,858,394			10,708,701			10,685,542
Deposits		12,213,580			9,643,509			12,069,719			12,359,040			11,658,646			9,621,557			9,701,945
Stockholders’ equity		2,027,615			1,376,718			2,030,929			2,024,265			1,822,715			1,419,600			1,374,632
Stockholders’ equity / assets		9.88	%		8.95	%		9.87	%		9.89	%		9.62	%		9.02	%		8.87	%
At Period End
Assets							$	20,753,714		$	20,502,442		$	20,520,136		$	16,135,761		$	15,502,556
Loans								14,054,506			13,923,196			13,881,887			10,830,627			10,556,603
Allowance for loan losses								190,024			189,917			189,762			175,007			177,980
Goodwill								679,993			679,993			679,993			232,564			232,528
Mortgage servicing rights, net								74,103			78,182			76,247			45,555			48,735
Other intangible assets								38,907			41,199			43,193			24,308			25,242
Deposits								12,098,631			12,193,904			12,786,239			9,677,273			9,583,592
Stockholders’ equity								2,018,435			2,025,071			2,017,419			1,453,465			1,378,894
Stockholders’ equity / assets								9.73	%		9.88	%		9.83	%		9.01	%		8.89	%
Tangible equity / tangible assets (5)								6.49	%		6.59	%		6.54	%		7.54	%		7.35	%
Shares outstanding, end of period								127,743			129,622			129,695			110,206			109,973
Shares repurchased during period								2,111			411			376			—			205
Average per share cost of shares repurchased during period							$	33.10		$	32.76		$	33.25		$	—		$	27.93
Year-to-date shares repurchased during period								2,522			411			1,073			697			697
YTD average per share cost of shares repurchased during period							$	33.05		$	32.76		$	30.43		$	28.91		$	28.91
Selected trend information
Average full time equivalent employees								4,889			5,132			4,746			3,979			4,010
Trust assets under management, at market value							$	4,800,000		$	4,700,000		$	4,600,000		$	4,400,000		$	4,300,000
Mortgage loans originated for sale								385,677			337,406			427,951			253,917			579,020
Portfolio serviced for others								9,479,000			9,528,000			9,543,000			6,011,000			6,010,000
Mortgage servicing rights, net / Portfolio serviced for others								0.78	%		0.82	%		0.80	%		0.76	%		0.81	%

(1)	Per share data adjusted retroactively for stock splits and stock dividends.
(2)	Return on tangible average equity = Net income divided by average equity excluding average goodwill and other intangible assets. This is a non-GAAP financial measure.
(3)	Efficiency ratio = Noninterest expense divided by sum of taxable equivalent net interest income plus noninterest income, excluding investment securities gains, net, and asset sales gains, net.
(4)	Ratio is based upon basic earnings per share.
(5)	Tangible equity to tangible assets = Stockholders’ equity excluding goodwill and other intangible assets divided by assets excluding goodwill and other intangible assets. This is a non-GAAP financial measure.

Financial Summary and Comparison
Associated Banc-Corp

	Three months ended									Six months ended
	June 30,									June 30,
(in thousands)	2005			2004			% Change			2005			2004			% Change
Allowance for Loan Losses
Beginning balance	$	189,917		$	177,717			6.9	%	$	189,762		$	177,622			6.8	%
Provision for loan losses		3,671			5,889			(37.7	%)		5,998			11,065			(45.8	%)
Charge offs		(5,650	)		(6,660	)		(15.2	%)		(11,333	)		(12,722	)		(10.9	%)
Recoveries		2,086			1,034			101.7	%		5,597			2,015			177.8	%
Net charge offs		(3,564	)		(5,626	)		(36.7	%)		(5,736	)		(10,707	)		(46.4	%)
Ending Balance	$	190,024		$	177,980			6.8	%	$	190,024		$	177,980			6.8	%

Credit Quality

							2Q05 vs 1Q05												2Q05 vs 2Q04
	June 30, 2005			Mar 31, 2005			% Change			Dec 31, 2004			Sept 30, 2004			June 30, 2004			% Change
Nonaccrual loans	$	109,698		$	99,835			9.9	%	$	112,761		$	81,124		$	80,622			36.1	%
Loans 90 or more days past due and still accruing		2,806			3,068			(8.5	%)		2,153			10,309			5,207			(46.1	%)
Restructured loans		35			36			(2.8	%)		37			39			40			(12.5	%)
Total nonperforming loans		112,539			102,939			9.3	%		114,951			91,472			85,869			31.1	%
Other real estate owned		3,685			4,019			(8.3	%)		3,915			4,526			6,613			(44.3	%)
Total nonperforming assets		116,224			106,958			8.7	%		118,866			95,998			92,482			25.7	%
Provision for loan losses		3,671			2,327			57.8	%		3,603			—			5,889			(37.7	%)
Net charge offs		3,564			2,172			64.1	%		3,598			2,973			5,626			(36.7	%)
Allowance for loan losses / loans		1.35	%		1.36	%					1.37	%		1.62	%		1.69	%
Allowance for loan losses / nonperforming loans		168.85			184.49						165.08			191.32			207.27
Nonperforming loans / total loans		0.80			0.74						0.83			0.84			0.81
Nonperforming assets / total assets		0.56			0.52						0.58			0.59			0.60
Net charge offs / average loans (annualized)		0.10			0.06						0.11			0.11			0.21
Year-to-date net charge offs / average loans		0.08			0.06						0.15			0.17			0.20

Period End Loan Composition

					2Q05 vs 1Q05									2Q05 vs 2Q04
	June 30, 2005		Mar 31, 2005		% Change			Dec 31, 2004		Sept 30, 2004		June 30, 2004		% Change
Commercial, financial & agricultural	$	3,086,663	$	2,852,462		8.2	%	$	2,803,333	$	2,479,764	$	2,247,779		37.3	%
Real estate — construction		1,640,941		1,569,013		4.6	%		1,459,629		1,152,990		1,118,284		46.7	%
Commercial real estate		3,650,726		3,813,465		(4.3	%)		3,933,131		3,242,009		3,292,783		10.9	%
Lease financing		53,270		50,181		6.2	%		50,718		49,423		48,979		8.8	%
Commercial		8,431,600		8,285,121		1.8	%		8,246,811		6,924,186		6,707,825		25.7	%
Home equity (a)		1,806,236		1,744,676		3.5	%		1,866,485		1,290,436		1,231,077		46.7	%
Installment		1,025,621		1,048,510		(2.2	%)		1,054,011		672,806		666,305		53.9	%
Retail		2,831,857		2,793,186		1.4	%		2,920,496		1,963,242		1,897,382		49.3	%
Residential mortgage		2,791,049		2,844,889		(1.9	%)		2,714,580		1,943,199		1,951,396		43.0	%
Total loans	$	14,054,506	$	13,923,196		0.9	%	$	13,881,887	$	10,830,627	$	10,556,603		33.1	%

(a) Home equity includes home equity lines and residential mortgage junior liens.

Period End Deposit Composition

					2Q05 vs 1Q05									2Q05 vs 2Q04
	June 30, 2005		Mar 31, 2005		% Change			Dec 31, 2004		Sept 30, 2004		June 30, 2004		% Change
Demand	$	2,250,482	$	2,156,592		4.4	%	$	2,347,611	$	1,867,905	$	1,822,716		23.5	%
Savings		1,117,922		1,137,120		(1.7	%)		1,116,158		936,975		948,755		17.8	%
Interest-bearing demand		2,227,188		2,485,548		(10.4	%)		2,854,880		2,334,072		2,355,287		(5.4	%)
Money market		2,094,796		2,112,490		(0.8	%)		2,083,717		1,516,423		1,477,513		41.8	%
Brokered CDs		491,781		218,111		125.5	%		361,559		186,326		263,435		86.7	%
Other time deposits		3,916,462		4,084,043		(4.1	%)		4,022,314		2,835,572		2,715,886		44.2	%
Total deposits	$	12,098,631	$	12,193,904		(0.8	%)	$	12,786,239	$	9,677,273	$	9,583,592		26.2	%

Net Interest Income Analysis — Taxable Equivalent Basis
Associated Banc-Corp

	Six months ended June 30, 2005							Six months ended June 30, 2004
	Average		Interest		Average			Average		Interest		Average
(in thousands)	Balance		Income / Expense		Yield / Rate			Balance		Income / Expense		Yield / Rate
Earning assets:
Loans: (1) (2) (3)
Commercial	$	8,328,884	$	241,201		5.76	%	$	6,608,371	$	160,794		4.82	%
Residential mortgage		2,857,510		79,361		5.56			2,072,470		58,410		5.64
Retail		2,844,834		94,025		6.64			1,878,635		53,986		5.77
Total loans		14,031,228		414,587		5.90			10,559,476		273,190		5.15
Investments and other		4,805,953		113,900		4.74			3,773,659		94,698		5.02
Total earning assets		18,837,181		528,487		5.60			14,333,135		367,888		5.11
Other assets, net		1,684,349							1,046,506
Total assets	$	20,521,530						$	15,379,641
Interest-bearing liabilities:
Savings deposits	$	1,126,486	$	2,053		0.37	%	$	918,775	$	1,684		0.37	%
Interest-bearing demand deposits		2,475,344		13,423		1.09			2,380,375		9,571		0.81
Money market deposits		2,111,396		16,682		1.59			1,537,955		5,952		0.78
Time deposits, excluding Brokered CDs		4,038,479		56,151		2.80			2,880,996		35,739		2.49
Total interest-bearing deposits, excluding Brokered CDs		9,751,705		88,309		1.83			7,718,101		52,946		1.38
Brokered CDs		301,901		4,211		2.81			206,527		1,264		1.23
Total interest-bearing deposits		10,053,606		92,520		1.86			7,924,628		54,210		1.38
Wholesale funding		6,119,944		90,989		2.96			4,232,740		39,933		1.87
Total interest-bearing liabilities		16,173,550		183,509		2.27			12,157,368		94,143		1.55
Noninterest-bearing demand		2,159,974							1,718,881
Other liabilities		160,391							126,674
Stockholders’ equity		2,027,615							1,376,718
Total liabilities and stockholders’ equity	$	20,521,530						$	15,379,641
Net interest income and rate spread (1)			$	344,978		3.33	%			$	273,745		3.56	%
Net interest margin (1)						3.65	%						3.80	%
Taxable equivalent adjustment			$	12,396						$	12,791

	Three months ended June 30, 2005							Three months ended June 30, 2004
	Average		Interest		Average			Average		Interest		Average
	Balance		Income / Expense		Yield / Rate			Balance		Income / Expense		Yield / Rate
Earning assets:
Loans: (1) (2) (3)
Commercial	$	8,391,627	$	125,299		5.91	%	$	6,684,527	$	81,007		4.80	%
Residential mortgage		2,877,900		39,942		5.55			2,103,558		29,301		5.58
Retail		2,814,719		48,648		6.92			1,897,457		27,367		5.79
Total loans		14,084,246		213,889		6.04			10,685,542		137,675		5.13
Investments and other		4,832,675		57,228		4.74			3,795,159		47,263		4.98
Total earning assets		18,916,921		271,117		5.71			14,480,701		184,938		5.09
Other assets, net		1,657,849							1,017,304
Total assets	$	20,574,770						$	15,498,005
Interest-bearing liabilities:
Savings deposits	$	1,133,629	$	1,041		0.37	%	$	939,025	$	843		0.36	%
Interest-bearing demand deposits		2,349,997		6,677		1.14			2,396,737		4,871		0.82
Money market deposits		2,106,829		9,287		1.77			1,498,900		2,790		0.75
Time deposits, excluding Brokered CDs		4,005,390		28,903		2.89			2,824,920		17,327		2.47
Total interest-bearing deposits, excluding Brokered CDs		9,595,845		45,908		1.92			7,659,582		25,831		1.36
Brokered CDs		285,456		2,179		3.06			268,709		825		1.24
Total interest-bearing deposits		9,881,301		48,087		1.95			7,928,291		26,656		1.35
Wholesale funding		6,326,418		50,182		3.14			4,303,442		20,016		1.85
Total interest-bearing liabilities		16,207,719		98,269		2.42			12,231,733		46,672		1.53
Noninterest-bearing demand		2,188,418							1,773,654
Other liabilities		147,704							117,986
Stockholders’ equity		2,030,929							1,374,632
Total liabilities and stockholders’ equity	$	20,574,770						$	15,498,005
Net interest income and rate spread (1)			$	172,848		3.29	%			$	138,266		3.56	%
Net interest margin (1)						3.63	%						3.80	%
Taxable equivalent adjustment			$	6,174						$	6,387

(1)	The yield on tax exempt loans and securities is computed on a taxable equivalent basis using a tax rate of 35% for all periods presented and is net of the effects of certain disallowed interest deductions.
(2)	Nonaccrual loans and loans held for sale have been included in the average balances.
(3)	Interest income includes net loan fees.