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) November 4, 2013

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 920-491-7000

(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))

Item 7.01. Regulation FD Disclosure

Associated Banc-Corp is furnishing the investor presentation, included as Exhibit 99.1 to this Report on Form 8-K, which will be used, in whole or in part, from time to time by executives of the Registrant in one or more meetings with investors and analysts.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

The following exhibit is furnished as part of this Report on Form 8-K.

(d) Exhibits

99.1 Associated Banc-Corp Investor Presentation

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: November 4, 2013	By:	/s/ Christopher J. Del Moral-Niles
		Christopher J. Del Moral-Niles
		Chief Financial Officer

Exhibit Index

Exhibit Number
99.1	Associated Banc-Corp Investor Presentation.

EX-99.1

FOURTH QUARTER 2013

ASSOCIATED BANC-CORP

INVESTOR

PRESENTATION

Exhibit 99.1

FORWARD-LOOKING STATEMENTS

1

Important note regarding forward-looking statements:

Statements made in this presentation which are not purely historical are forward-looking

statements, as defined in the Private Securities Litigation Reform Act of 1995. This includes

any statements regarding management’s plans, objectives, or goals for future operations,

products or services, and forecasts of its revenues, earnings, or other measures of

performance.

Such forward-looking statements may be identified by the use of words such

as “believe”, “expect”, “anticipate”, “plan”, “estimate”, “should”, “will”, “intend”, “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.

OUR FOOTPRINT AND FRANCHISE

•

Top 50, publicly traded,

U.S. bank holding

company

•

$24 billion in assets;

largest bank

headquartered in

Wisconsin

•

239 branches serving

approximately one

million customers

About Associated

ASBC

Deposits² ($

in billions)

ASBC

Branches²

WI

$11.9

170

IL

$4.9

44

MN

$1.5

25

Total

$18.3

239

1

FDIC market share data 6/30/13

2

As of 9/30/13 (Period End)

2

ATTRACTIVE MIDWEST MARKETS

3

•

Population:

Over

60

mm

people

live

in

our

footprint

(~

20%

of

USA)

1

.

–

Favorable

Credit:

Five

of

the

top

ten

cities

with

the

best

consumer

credit

scores

are

in

our

footprint.

2

•

GDP

Metrics:

$2.9

trillion

in

2012

(18.4%

of

US

GDP).

4%

growth

from

2011

is

consistent

with

the

national

average.

3

–

Manufacturing

Concentrated:

Top

3

states

(Indiana,

Wisconsin,

and

Iowa)

for

concentration

of

manufacturing

jobs

and

two

other

states

in

the

top 10.

4

–

Manufacturing

Growth:

Midwest

Manufacturing

output

is

up

6.7%

CAGR

from

2011

vs.

national

index

increase

of

3.2%

CAGR

5

.

•

Favorable

Outlook:

State

Leading

Indexes

has

Indiana,

Minnesota

and

Wisconsin

as

three

of

highest

in

expected

6

month

economic

growth.

6

1

US

Census

Bureau

2012

;

2

Experian

State

of

Credit

Survey

2012

3

US

Department

of

Commerce;

4

March

2012

Brookings

Paper

;

5

FRB

Chicago

Midwest Manufacturing Index, Aug 2013.Aug 2012, Aug 2011; 

6

Federal Reserve of Philadelphia –

State Leading Indexes –

Aug 2013

ASSOCIATED AT ITS CORE

4

Community

bank values,

flexibility,

decision-

making,

attention to

relationships

and service

Big bank

products,

strength,

lending limits,

efficiency,

innovation,

depth of

expertise

2013 HIGHLIGHTS AND OUTLOOK

5

•

Net income of $137 mm; EPS of

$0.82, up 11% from YTD 2012

•

Average loans of $15.7 bn, up 5%

compared to 3Q 2012

•

Average deposits up $2 bn from

3Q 2012 to $17.6 bn

•

Efficiency Ratio down 90 bps,

FTEs down 5%

•

T1CE ratio of 11.6%

•

Repurchased $120 mm of stock

(through October 2013)

2013 (YTD Sep) Highlights:

Outlook –

Growing the

Franchise & Creating Long-

Term Shareholder Value

•

Continued focus on organic

growth opportunities

•

Defending NIM compression

in low-rate environment

•

Strong focus on efficiency &

expense management

•

Disciplined focus on

deploying capital to drive

long-term shareholder value

Strong lending base in high-quality, low-

volatility diversified assets to provide

foundation for selective and prudent risk

taking in higher risk asset classes.

Core lending markets in Midwest with

primary emphasis placed on Wisconsin,

Minnesota, Illinois, Missouri, Iowa, Indiana,

Ohio and Michigan.

•

Retail –

30-40%

•

C&I –

30-40%

•

CRE –

25-35%

INTERNAL PORTFOLIO MANAGEMENT

6

Asset Mix

Geographic Mix

Industry Mix

39%

37%

24%

~88% in

footprint

•

Oil/Gas: 3%

•

Power/

Utilities 3%

Goals

Current

RESHAPING & REBUILDING THE LOAN

PORTFOLIO

1

7

1

Based on Average Balances, $ in Billions

Installment

Home Equity

Residential

Mortgage &

HE 1   Liens

Construction

CRE

Investor

Commercial

&

Business

Lending

st

Current Market Conditions

UNDERWRITING CONSIDERATIONS

8

Stronger Bank Balance

Sheets

•

Unused Capital

•

Improved Credit trends

leading to more

“supply”/more appetite

for credit

More

Competition

Low Economic Growth

•

Low new loan demand

•

Borrower de-leveraging

Competitive

Industry Wide

Implications

Loosening Structures:

Higher LTVs, Less up front

cash equity, Limited personal

recourse, Higher hold

positions, Longer loan terms,

Covenant-lite

Tighter Pricing:

Mainly with C&I, More bidding

on term sheets, Margin

compression

YOY LOAN PORTFOLIO GROWTH

AVERAGE LOAN GROWTH OF $808 MILLION OR 5% FROM Q3 2012 TO Q3 2013

9

YOY Average Net Loan Change to 3Q 2013

($ in millions)

Home Equity & Installment

Commercial Real Estate

Residential Mortgage

Power & Utilities

Oil & Gas

Mortgage Warehouse

General Commercial Loans

+11.9%

% Change

+30.9%

(17.9%)

(28.0%)

+9.6%

+7.2%

+148%

Total

Commercial

& Business

Lending =

11.4%

GROWING NET INTEREST INCOME WHILE

MARGIN COMPRESSES

10

Yield on Interest-earning Assets

Cost of Interest-bearing Liabilities

Net Interest Income & Net Interest Margin

($ in millions)

COMMITTED TO EFFICIENCY IMPROVEMENTS

$ IN MILLIONS

11

Efficiency Ratio   Trend

1

–

Efficiency

ratio

=

Noninterest

expense,

excluding

amortization

of

intangibles,

divided

by

sum

of

taxable

equivalent

net

interest

income

plus

noninterest

income,

excluding

investment

securities

gains,

net,

and

asset

gains,

net.

This

is

a

non-GAAP

financial

measure.

Please

refer

to

the

appendix

for

a

reconciliation

of

this

and

other

non-GAAP

items.

2

–

Peer

Average

=

based

on

ASBC’s

peer

group

and

sourced

from

SNL.

3

–

Net

Interest

Income

after

provision

for

loan

losses.

64.5%

Peer Average

Net Interest Income Trend

Noninterest Income Trend

Noninterest Expense Trend

Opportunity

3

1

2

PURSUING EFFICIENCY GAINS

12

Areas of Focus

Back Office Initiatives:

•

Implementing

technology solutions

in labor intensive

processes

Real Estate Initiatives:

•

Actions to optimize

our real estate

holdings and capacity

Distribution Model

Initiatives:

•

Optimize the ways

that we interact with

our customers

Examples

•

New commercial loan

system with end to

end processing

•

Outsourcing testing

and development

•

Right-sizing

mortgage processing

Examples

•

Consolidation of

corporate offices in

Green Bay and

Chicago

•

Consolidating certain

operations in Green

Bay and Stevens

Point

Examples

•

Footprint

improvements

•

Channel

development and

optimization

RATIONALIZE FOOTPRINT

13

Consolidated 24% of branches since 2007.

* Projection based on three branches closing during 4Q 2013 and eight more in 1Q 2014.

Deposit

Automation

ATM

REINVIGORATE MODEL

14

Lower Cost Branch Concepts

•

Deposit

Automation

ATM

•

Transaction

Express

•

Financial

Outlets

Enhanced Virtual Banking

•

Online &

Mobile

Banking

•

Remote

Deposit

•

Person-to-

Person

Digital Channels

•

Digital

Shopping

•

Digital Sales

•

Digital

Service

Person to

Person Virtual

•

Inbound

Sales

•

Outbound

Sales

•

Service to

Sales

Strategic Channel Evolution

Financial

Outlet

Mobile Banking &

Remote Deposit

CAPITAL MANAGEMENT PRIORITIES

15

Funding Organic

Growth

Paying a

Competitive

Dividend

Non-organic

Growth

Opportunities

Share Buybacks

and Redemptions

Priority

Highest

Lowest

2012

2013

•

Fund Loan Growth and other Capital Investments

•

Repurchased $60 mm of

Common Stock

•

Redeemed $205 mm in

Trust Preferred

•

Repurchased $120 mm

YTD of Common Stock

•

Retired $26 mm in Sub-

Debt

•

Increased quarterly

dividend to $0.08/share in

Q4 2012

•

Increased quarterly

dividend to $0.09/ share in

Q4 2013

•

Cost Take-out Provides Greater Value

•

Maintain Discipline in Pricing of any Transaction

CAPITAL DEPLOYMENT OPPORTUNITIES

16

Basel I ASBC

3Q = 11.6%

3Q = 11.0%

8% -

9.5%

Basel III ASBC

Basel III

2

Systematically Important Financial Institutions

1

Regional and Community Banks

= 7%

+1 -

2.5%

Organic Asset

Growth

Non Organic

Cash Acquisition

Repurchase /

Special Dividend

Capacity

3

In July 2013, the Federal Reserve and the OCC published final rules (the “Basel III Capital Rules”) establishing a new

comprehensive capital framework for U.S. banking organizations.

11.0% is 3Q estimate of Basel III capital ratio.

Potential

Excess Capital

1.5 –

3%

Capital

Deployment

Options

2

1

3

WHY ASSOCIATED

17

•

Committed to Efficiency Ratio Improvement

•

Strong Capital Profile & Opportunities for

Capital Deployment

•

Leading Midwest Bank Operating in    

Attractive Markets

•

Core Organic Growth Opportunity

•

Disciplined Loan and Deposit Pricing

•

Improving Credit Quality

•

Improving Earnings Profile

Reasons to Invest

Net Income Available to Common & ROT1CE

Management Team Focused on Creating

Long-Term Shareholder Value

1

–

Return

on

Tier

1

Common

Equity

(ROT1CE)

=

Management

uses

Tier

1

common

equity,

along

with

other

capital measures, to assess and monitor our capital position. This is a non-GAAP financial measure. Please refer

to the appendix for a definition of this and other non-GAAP items.

Net Income Available

to Common

($ in millions)

Return on Tier 1

Common Equity

1

PROMOTING THE ASSOCIATED BRAND

18

ADVERTISING CAMPAIGN

19

OUR VISION

20

ASSOCIATED

will

be

the

most

admired Midwestern financial

services company, distinguished by

sound, value-added financial

solutions with personal service for

our customers, built upon a strong

commitment to our colleagues and

the communities we serve, resulting

in exceptional value for our

shareholders.

APPENDIX

21

IMPROVEMENT IN CREDIT QUALITY INDICATORS

($ IN MILLIONS)

22

Market Value Composition –

September 30, 2013

Investment Portfolio –

September 30, 2013

Credit Rating

($ in thousands)

Mkt Value

(000’s)

% of Total

Govt & Agency

$       4,047,191

81.6%

AAA

77,000

1.6%

AA

613,006

12.4%

A

211,919

4.3%

BAA1, BAA2 & BAA3

633

0.0%

BA1 & Lower

2,438

0.1%

Non-rated

9,338

0.2%

TOTAL

$4,961,525

100.0%

Type

Bk Value

(000’s)

Mkt Value

(000’s)

TEY

(%)

Duration

(Yrs)

Govt &

Agencies

$     1,002

$     1,003

0.30

0.88

MBS

2,703,454

2,690,339

2.64

3.69

CMOs

931,009

929,900

2.56

2.22

Agency CMBS

444,534

429,108

1.90

3.87

Municipals

803,225

824,217

5.20

4.92

ABS

24,913

24,924

0.61

0.10

Corporates

61,096

61,974

1.73

1.26

Other

18

60

---

---

TOTAL HTM &

AFS

$4,969,251

$4,961,525

2.96

3.59

INVESTMENT SECURITIES PORTFOLIO

23

Portfolio Composition Ratings –

September 30, 2013

Type

Mk Value

(000’s)

% of Total

0% RWA

$   485,025

10%

20% RWA

4,414,378

89%

50% RWA

23,015

0%

=>100% RWA

49,009

1%

Not subject to RW

-9,902

0%

TOTAL Market Value

$4,961,525

100%

Risk –

Weighted Profile –

September 30, 2013

Risk –

weighted profile estimated as of  October 11,2013

SEGMENT PROFITABILITY

YTD SEPTEMBER 2013

24

* Average Earning Assets

COMMERCIAL LOANS BY INDUSTRY

AS OF SEPTEMBER 30, 2013

25

CB&L Loans by Industry

1

Based on NAICS codes

($5.9 billion)

CRE Loans by Industry

($3.7 billion)

1

COMMERCIAL LOAN PORTFOLIOS BY

GEOGRAPHY

AS OF SEPTEMBER 30, 2013

26

Commercial & Business Loans by State

CRE Loans by State

($5.9 billion)

($3.7 billion)

1

Includes Missouri, Indiana, Ohio, Michigan, & Iowa

CONSUMER LOAN PORTFOLIOS BY

GEOGRAPHY

AS OF SEPTEMBER 30, 2013

27

Residential Mortgage Loans by State

Home Equity Loans by State

Approximately half of home equity

portfolio is in first-lien position

($3.7 billion)

($1.9 billion)

1

Includes Missouri, Indiana, Ohio, Michigan, & Iowa

NONINTEREST INCOME AND EXPENSE

COMPOSITION

YTD SEPTEMBER 2013

28

Noninterest Income by Category

Noninterest Expense by Category

($237 million)

($501 million)

RECONCILIATION AND DEFINITIONS OF

NON-GAAP ITEMS

29

YTD 2013

YTD 2012

3Q 2013

2Q 2013

1Q 2013

4Q 2012

3Q 2012

Efficiency Ratio Reconciliation:

Efficiency ratio (1)

70.11%

72.65%

71.10%

69.54%

69.74%

73.71%

72.81%

Taxable equivalent adjustment

(1.44)

(1.62)

(1.49)

(1.39)

(1.46)

(1.57)

(1.61)

Asset gains (losses), net

0.26

(1.16)

0.58

(0.01)

0.24

(0.06)

(0.98)

Other intangible amortization

(0.42)

(0.44)

(0.44)

(0.41)

(0.42)

(0.43)

(0.43)

Efficiency ratio, fully taxable equivalent (1)

68.51%

69.43%

69.75%

67.73%

68.10%

71.65%

69.79%

(1)

Efficiency

ratio

is

defined

by

the

Federal

Reserve

guidance

as

noninterest

expense

divided

by

the

sum

of

net

interest

income

plus

noninterest

income, excluding investment securities gains / losses, net.  Efficiency ratio, fully taxable equivalent, is noninterest expense, excluding other

intangible amortization, divided by the sum of taxable equivalent net interest income plus noninterest income, excluding investment securities

gains / losses, net and asset gains / losses, net.  This efficiency ratio is presented on a taxable equivalent basis, which adjusts net interest

income for the tax-favored status of certain loans and investment securities.  Management believes this measure to be the preferred industry

measurement of net interest income as it enhances the comparability of net interest income arising from taxable and tax-exempt sources and it

excludes certain specific revenue items (such as investment securities gains / losses, net and asset gains / losses, net).

Definition of Tier 1 Common Equity :

Tier

1

Common

Equity

(T1CE),

a

non-GAAP

financial

measure,

is

used

by

banking

regulators,

investors

and

analysts

to

assess

and

compare

the

quality and composition of our capital with the capital of other

financial services companies. Management uses Tier 1 common equity, along with

other capital measures, to assess and monitor our capital position. Tier 1 Common Equity is Tier 1 capital excluding qualifying perpetual

preferred stock and qualifying trust preferred securities.