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) April 16, 2015

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.)
433 Main Street, Green Bay, Wisconsin		54301
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code 920-491-7500

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On April 16, 2015, Associated Banc-Corp announced its earnings for the quarter ended March 31, 2015. A copy of the registrant’s press release containing this information and the slide presentation discussed on the conference call for investors and analysts on April 16, 2015, are being furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Report on Form 8-K and are incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, 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.

(d) Exhibits.

The following exhibits are furnished as part of this Report on Form 8-K:

99.1	Press release of the registrant dated April 16, 2015, containing financial information for the quarter ended March 31, 2015.
99.2	Slide presentation discussed on the conference call for investors and analysts on April 16, 2015.

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: April 16, 2015	By:	/s/ Christopher J. Del Moral-Niles
		Christopher J. Del Moral-Niles Chief Financial Officer

ASSOCIATED BANC-CORP

Exhibit Index to Current Report on Form 8-K

Exhibit Number
99.1	Press release of the registrant dated April 16, 2015, containing financial information for the quarter ended March 31, 2015.
99.2	Slide presentation discussed on the conference call for investors and analysts on April 16, 2015.

EX-99.1

Exhibit 99.1

NEWS RELEASE   Investor Contact: Brian Klaus, Senior Vice President, Director of Investor Relations 920-491-7059   Media Contact: Cliff Bowers, Senior Vice President, Director of Public Relations 920-491-7542

Associated Reports First Quarter Earnings of $0.30 per share

Earnings per share up 11% from prior year

GREEN BAY, Wis. — April 16, 2015 — Associated Banc-Corp (NYSE: ASB) today reported net income to common shareholders of $45 million, or $0.30 per common share, for the quarter ended March 31, 2015. This compares to net income to common shareholders of $44 million, or $0.27 per common share, for the quarter ended March 31, 2014.

“We are pleased to report another quarter of solid results. Continued loan growth, a strong boost in insurance revenues, and a benign credit environment all helped drive this quarter’s performance,” said President and CEO Philip B. Flynn. “We remain focused on our strategies to enhance efficiency and on opportunities for disciplined capital deployment.”

HIGHLIGHTS

• Average loans grew $428 million or 2% from the fourth quarter

• Average total commercial loan balances grew $309 million, or 3% from the fourth quarter, and accounted for the majority of this quarter’s average loan growth

• Average deposits grew $523 million or 3% from the fourth quarter

• Net interest income of $168 million increased $3 million or 2% from the comparable year ago period

• Noninterest income of $80 million increased $10 million or 15% from the fourth quarter

• Insurance commissions increased $9 million from the fourth quarter

• Noninterest expenses of $174 million increased $2 million or 1% from the fourth quarter

• Pretax income of $69 million increased $2 million or 2% from the fourth quarter

• During the first quarter, the Company repurchased $30 million, or approximately 1.7 million shares, of common stock at an average cost of $17.27 per share

• Return on average Tier 1 common equity was 10.22% for the first quarter

• Capital ratios remain strong with a Tier 1 common equity ratio of 9.39% at March 31, 2015

– more –

FIRST QUARTER 2015 FINANCIAL RESULTS

Loans

Average loans of $17.8 billion increased $428 million, or 2% from the fourth quarter, and have increased $1.7 billion, or 10% from the year ago quarter. Total commercial loans grew $309 million on average from the fourth quarter and are up $1.1 billion from the prior year. Commercial and business lending average balances grew $272 million, or 4% on a linked-quarter basis. Commercial real estate lending average balances grew $37 million, or 1% from the fourth quarter. Total average consumer loans were up $119 million compared to the prior quarter as the growth in residential mortgage average balances of $174 million was partially offset by continued, but slower, run off in home equity and installment loans.

Deposits

Average deposits of $19.1 billion for the first quarter were up $523 million, or 3% compared to the fourth quarter and have increased $2.1 billion, or 12%, from the year ago quarter. Money market average balances increased $444 million, or 5% from the fourth quarter, and were up $1.5 billion, or 21% from the year ago quarter. Average checking balances have increased four consecutive quarters and were up slightly from the fourth quarter. Average time deposits increased $45 million during the quarter marking a reversal of recent trends.

Net Interest Income and Net Interest Margin

First quarter net interest income of $168 million was up $3 million, or 2% from the year ago quarter, but down $7 million from the fourth quarter. First quarter interest recoveries and prepayments were down $2 million relative to the fourth quarter. In addition, long-term funding costs increased $2 million from the fourth quarter. Lastly, the day count difference between the first and fourth quarters resulted in expected lower net interest income of approximately $2 million.

First quarter net interest margin was 2.89%, a decrease of 15 basis points from the 3.04% reported in the fourth quarter. The first quarter yield on earning assets declined 12 basis points from the prior quarter. The majority of this decline is attributed to continued loan yield compression. In addition, lower interest recoveries and prepayments accounted for 3 basis points of the decline in earning asset yields. The majority of the 4 basis point, quarter over quarter increase in total funding costs is related to the full effect of the carrying cost of the Company’s $500 million debt issued in November 2014.

Noninterest Income and Expense

Noninterest income for the first quarter was $80 million, up $10 million or 15% from the fourth quarter, and up $7 million or 9% from the year ago quarter. The Ahmann & Martin Co. acquisition closed during the first quarter and largely contributed to a $9 million increase in insurance commissions from the fourth quarter. Mortgage banking income increased $4 million from the prior quarter. First quarter net asset gains of $1 million were down $3 million from the prior quarter.

– more –

Total noninterest expense for the quarter ended March 31, 2015 was $174 million, up $2 million or 1% from the fourth quarter. Personnel expense increased $3 million from the fourth quarter, largely attributed to the Ahmann & Martin Co. acquisition which added approximately 120 colleagues. Occupancy expenses increased by $3 million from the previous quarter, primarily related to a lease termination charge, as we further consolidated office space in Chicago. Business development and advertising expenses declined $3 million from the previous quarter, predominantly related to seasonal advertising during the fourth quarter.

Taxes

First quarter income taxes were $22 million with an effective tax rate of 32%, compared to $21 million with an effective tax rate of 31% in the year ago period.

Credit

Net charge offs of $6 million for the first quarter were up $1 million from the fourth quarter, and were up slightly from the year ago quarter. Potential problem loans of $219 million increased $28 million from the prior quarter. The first quarter provision for credit losses was essentially flat from the prior quarter at $5 million.

The Company’s allowance for loan losses was $265 million, equal to 1.48% of loans and reflects a coverage ratio of 152% of nonaccrual loans at March 31, 2015.

Nonaccrual loans of $174 million were down 2% compared to both the fourth quarter and the year ago quarter. The ratio of nonaccrual loans to total loans was down from the previous quarter and stands at 0.97%.

Capital Ratios

During the first quarter, the Company repurchased $30 million of common stock in several open market transactions.

The Company’s capital position remains strong, with a Tier 1 common equity ratio of 9.39% at March 31, 2015. The Company’s capital ratios continue to be in excess of the Basel III “well-capitalized” regulatory benchmarks on a fully phased in basis.

– more –

FIRST QUARTER 2015 EARNINGS RELEASE CONFERENCE CALL

The Company will host a conference call for investors and analysts at 4:00 p.m. Central Time (CT) today, April 16, 2015. Interested parties can listen to the call live on the internet through the investor relations section of the company’s website, https://www.associatedbank.com/investor or by dialing 877-407-8037. The slide presentation for the call will be available on the company’s website just prior to the call. The number for international callers is 201-689-8037. Participants should ask the operator for the Associated Banc-Corp first quarter 2015 earnings call.

An audio archive of the webcast will be available on the company’s website at https://www.associatedbank.com/investor approximately fifteen minutes after the call is over.

ABOUT ASSOCIATED BANC-CORP

Associated Banc-Corp (NYSE: ASB) has total assets of $27 billion and is one of the top 50, publicly traded, U.S. bank holding companies. Headquartered in Green Bay, Wis., Associated is a leading Midwest banking franchise, offering a full range of financial products and services in over 200 banking locations serving more than 100 communities throughout Wisconsin, Illinois and Minnesota, and commercial financial services in Indiana, Michigan, Missouri, Ohio and Texas. Associated Bank, N.A. is an Equal Housing Lender, Equal Opportunity Lender and Member FDIC. More information about Associated Banc-Corp is available at www.associatedbank.com.

FORWARD LOOKING STATEMENTS

Statements made in this document which are not purely historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. This includes any statements regarding management’s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings, or other measures of performance. Such forward-looking statements may be identified by the use of words such as “believe”, “expect”, “anticipate”, “plan”, “estimate”, “should”, “will”, “intend”, “outlook”, or similar expressions. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. Actual results may differ materially from those contained in the forward-looking statements. Factors which may cause actual results to differ materially from those contained in such forward-looking statements include those identified in the Company’s most recent Form 10-K and subsequent SEC filings. Such factors are incorporated herein by reference.

NON-GAAP FINANCIAL MEASURES

This press release contains references to measures which are not defined in generally accepted accounting principles (“GAAP”), including “efficiency ratio,” “Tier 1 common equity”, and “core fee-based revenue.” Information concerning these non-GAAP financial measures can be found in the attached tables.

# # #

Associated Banc-Corp

Consolidated Balance Sheets (Unaudited)

(in thousands)	March 31, 2015			December 31, 2014			Seql Qtr $ Change			September 30, 2014			June 30, 2014			March 31, 2014			Comp Qtr $ Change
Assets
Cash and due from banks	$	355,541		$	444,113		$	(88,572	)	$	381,287		$	549,883		$	526,951		$	(171,410	)
Interest-bearing deposits in other financial institutions		488,426			571,924			(83,498	)		74,945			78,233			92,071			396,355
Federal funds sold and securities purchased under agreements to resell		3,380			16,030			(12,650	)		18,320			18,135			4,400			(1,020	)
Securities held to maturity, at amortized cost		438,047			404,455			33,592			301,941			246,050			193,759			244,288
Securities available for sale, at fair value		5,358,310			5,396,812			(38,502	)		5,345,422			5,506,379			5,277,908			80,402
Federal Home Loan Bank and Federal Reserve Bank stocks, at cost		189,222			189,107			115			188,875			186,247			181,360			7,862
Loans held for sale		159,963			154,935			5,028			141,672			78,657			46,529			113,434
Loans		17,979,032			17,593,846			385,186			17,159,090			17,045,052			16,441,444			1,537,588
Allowance for loan losses		(265,268	)		(266,302	)		1,034			(266,262	)		(271,851	)		(267,916	)		2,648
Loans, net		17,713,764			17,327,544			386,220			16,892,828			16,773,201			16,173,528			1,540,236
Premises and equipment, net		274,591			274,688			(97	)		272,283			264,735			269,257			5,334
Goodwill		968,774			929,168			39,606			929,168			929,168			929,168			39,606
Other intangible assets, net		77,984			67,582			10,402			69,201			70,538			72,629			5,355
Trading assets		42,336			35,163			7,173			34,005			40,630			40,822			1,514
Other assets		998,402			1,010,253			(11,851	)		1,003,875			985,930			997,815			587
Total assets	$	27,068,740		$	26,821,774		$	246,966		$	25,653,822		$	25,727,786		$	24,806,197		$	2,262,543
Liabilities and Stockholders’ Equity
Noninterest-bearing demand deposits	$	4,570,872		$	4,505,272		$	65,600		$	4,302,454		$	4,211,057		$	4,478,981		$	91,891
Interest-bearing deposits		15,280,720			14,258,232			1,022,488			13,898,804			13,105,202			13,030,946			2,249,774
Total deposits		19,851,592			18,763,504			1,088,088			18,201,258			17,316,259			17,509,927			2,341,665
Federal funds purchased and securities sold under agreements to repurchase		587,272			493,991			93,281			765,641			959,051			939,254			(351,982	)
Other short-term funding		75,265			574,297			(499,032	)		664,539			1,378,120			308,652			(233,387	)
Long-term funding		3,429,925			3,930,117			(500,192	)		2,931,547			2,931,809			2,932,040			497,885
Trading liabilities		44,730			37,329			7,401			36,003			43,311			43,450			1,280
Accrued expenses and other liabilities		197,818			222,285			(24,467	)		185,256			169,290			171,850			25,968
Total liabilities		24,186,602			24,021,523			165,079			22,784,244			22,797,840			21,905,173			2,281,429
Stockholders’ Equity
Preferred equity		59,727			59,727			—			61,024			61,024			61,158			(1,431	)
Common stock		1,674			1,665			9			1,719			1,750			1,750			(76	)
Surplus		1,505,170			1,484,933			20,237			1,583,032			1,628,356			1,623,323			(118,153	)
Retained earnings		1,509,967			1,497,818			12,149			1,466,525			1,432,518			1,402,549			107,418
Accumulated other comprehensive income (loss)		24,800			(4,850	)		29,650			(1,725	)		10,494			(11,577	)		36,377
Treasury stock		(219,200	)		(239,042	)		19,842			(240,997	)		(204,196	)		(176,179	)		(43,021	)
Total stockholders’ equity		2,882,138			2,800,251			81,887			2,869,578			2,929,946			2,901,024			(18,886	)
Total liabilities and stockholders’ equity	$	27,068,740		$	26,821,774		$	246,966		$	25,653,822		$	25,727,786		$	24,806,197		$	2,262,543

Page 1

Associated Banc-Corp

Consolidated Statements of Income (Unaudited)—Quarterly Trend

					Sequential Qtr												Comparable Qtr
(in thousands, except per share amounts)	1Q15		4Q14		$ Change			% Change			3Q14		2Q14		1Q14		$ Change			% Change
Interest Income
Interest and fees on loans	$	151,945	$	156,536	$	(4,591	)		(2.9	)%	$	152,030	$	146,629	$	143,387	$	8,558			6.0	%
Interest and dividends on investment securities:
Taxable		25,092		25,061		31			0.1	%		25,037		26,109		26,257		(1,165	)		(4.4	)%
Tax-exempt		7,887		7,580		307			4.1	%		7,483		7,030		6,971		916			13.1	%
Other interest		1,692		1,821		(129	)		(7.1	)%		1,503		1,862		1,449		243			16.8	%
Total interest income		186,616		190,998		(4,382	)		(2.3	)%		186,053		181,630		178,064		8,552			4.8	%
Interest Expense
Interest on deposits		7,619		7,319		300			4.1	%		6,621		6,195		6,159		1,460			23.7	%
Interest on Federal funds purchased and securities sold under agreements to repurchase		231		218		13			6.0	%		390		306		305		(74	)		(24.3	)%
Interest on other short-term funding		81		156		(75	)		(48.1	)%		233		280		116		(35	)		(30.2	)%
Interest on long-term funding		10,872		8,644		2,228			25.8	%		6,179		6,146		6,511		4,361			67.0	%
Total interest expense		18,803		16,337		2,466			15.1	%		13,423		12,927		13,091		5,712			43.6	%
Net Interest Income		167,813		174,661		(6,848	)		(3.9	)%		172,630		168,703		164,973		2,840			1.7	%
Provision for credit losses		4,500		5,000		(500	)		(10.0	)%		1,000		5,000		5,000		(500	)		(10.0	)%
Net interest income after provision for credit losses		163,313		169,661		(6,348	)		(3.7	)%		171,630		163,703		159,973		3,340			2.1	%
Noninterest Income
Trust service fees		12,087		12,457		(370	)		(3.0	)%		12,218		12,017		11,711		376			3.2	%
Service charges on deposit accounts		15,806		17,006		(1,200	)		(7.1	)%		17,961		17,412		16,400		(594	)		(3.6	)%
Card-based and other nondeposit fees		12,416		12,019		397			3.3	%		12,407		12,577		12,509		(93	)		(0.7	)%
Insurance commissions		19,728		10,593		9,135			86.2	%		7,860		13,651		12,317		7,411			60.2	%
Brokerage and annuity commissions		3,683		3,496		187			5.3	%		4,040		4,520		4,033		(350	)		(8.7	)%
Total core fee-based revenue		63,720		55,571		8,149			14.7	%		54,486		60,177		56,970		6,750			11.8	%
Mortgage banking, net		7,408		2,928		4,480			153.0	%		6,669		5,362		6,361		1,047			16.5	%
Capital market fees, net		2,467		2,613		(146	)		(5.6	)%		2,939		2,099		2,322		145			6.2	%
Bank owned life insurance income		2,875		2,739		136			5.0	%		3,506		3,011		4,320		(1,445	)		(33.4	)%
Asset gains, net		1,096		3,727		(2,631	)		(70.6	)%		4,934		899		728		368			50.5	%
Investment securities gains, net		—		25		(25	)		(100.0	)%		57		34		378		(378	)		(100.0	)%
Other		2,510		2,040		470			23.0	%		2,317		665		2,442		68			2.8	%
Total noninterest income		80,076		69,643		10,433			15.0	%		74,908		72,247		73,521		6,555			8.9	%
Noninterest Expense
Personnel expense		100,152		97,258		2,894			3.0	%		97,650		97,793		97,698		2,454			2.5	%
Occupancy		17,683		14,589		3,094			21.2	%		13,743		13,785		15,560		2,123			13.6	%
Equipment		5,772		6,148		(376	)		(6.1	)%		6,133		6,227		6,276		(504	)		(8.0	)%
Technology		15,558		14,581		977			6.7	%		13,573		14,594		12,724		2,834			22.3	%
Business development and advertising		5,327		8,538		(3,211	)		(37.6	)%		7,467		5,077		5,062		265			5.2	%
Other intangible amortization		801		775		26			3.4	%		990		991		991		(190	)		(19.2	)%
Loan expense		2,996		3,646		(650	)		(17.8	)%		3,813		3,620		2,787		209			7.5	%
Legal and professional fees		4,538		4,257		281			6.6	%		4,604		4,436		4,188		350			8.4	%
Foreclosure / OREO expense		1,425		1,168		257			22.0	%		2,083		1,575		1,896		(471	)		(24.8	)%
FDIC expense		6,500		6,956		(456	)		(6.6	)%		6,859		4,945		5,001		1,499			30.0	%
Other		13,503		13,889		(386	)		(2.8	)%		14,938		14,882		15,475		(1,972	)		(12.7	)%
Total noninterest expense		174,255		171,805		2,450			1.4	%		171,853		167,925		167,658		6,597			3.9	%
Income before income taxes		69,134		67,499		1,635			2.4	%		74,685		68,025		65,836		3,298			5.0	%
Income tax expense		22,462		18,761		3,701			19.7	%		24,478		21,660		20,637		1,825			8.8	%
Net income		46,672		48,738		(2,066	)		(4.2	)%		50,207		46,365		45,199		1,473			3.3	%
Preferred stock dividends		1,228		1,225		3			0.2	%		1,255		1,278		1,244		(16	)		(1.3	)%
Net income available to common equity	$	45,444	$	47,513	$	(2,069	)		(4.4	)%	$	48,952	$	45,087	$	43,955	$	1,489			3.4	%
Earnings Per Common Share:
Basic	$	0.30	$	0.31	$	(0.01	)		(3.2	)%	$	0.31	$	0.28	$	0.27	$	0.03			11.1	%
Diluted	$	0.30	$	0.31	$	(0.01	)		(3.2	)%	$	0.31	$	0.28	$	0.27	$	0.03			11.1	%
Average Common Shares Outstanding:
Basic		150,070		151,931		(1,861	)		(1.2	)%		155,925		159,940		161,467		(11,397	)		(7.1	)%
Diluted		151,164		153,083		(1,919	)		(1.3	)%		156,991		160,838		162,188		(11,024	)		(6.8	)%

Page 2

Associated Banc-Corp

Selected Quarterly Information

($ in millions, except per share and full time equivalent employee data)	1Q15			4Q14			3Q14			2Q14			1Q14
Per Common Share Data
Dividends	$	0.10		$	0.10		$	0.09		$	0.09		$	0.09
Market Value:
High		19.07			19.37			18.90			18.39			18.35
Low		16.62			16.75			17.42			16.82			15.58
Close		18.60			18.63			17.42			18.08			18.06
Book value		18.38			18.32			18.15			17.99			17.64
Tier 1 common equity / share (1) (6)		11.97			12.09			12.10			12.04			11.88
Tangible book value / share	$	11.95		$	12.06		$	12.09		$	12.11		$	11.80
Performance Ratios (annualized)
Return on average assets		0.71	%		0.75	%		0.78	%		0.75	%		0.76	%
Return on average tangible common equity		10.16			10.27			10.35			9.56			9.45
Return on average Tier 1 common equity (1) (6)		10.22			10.35			10.38			9.56			9.38
Effective tax rate		32.49			27.79			32.77			31.84			31.35
Dividend payout ratio (2)		33.33			32.26			29.03			32.14			33.33
Average Balances
Common stockholders’ equity	$	2,785		$	2,772		$	2,815		$	2,830		$	2,827
Average Tier 1 common equity (1) (6)	$	1,804		$	1,821		$	1,871		$	1,892		$	1,900
Selected Trend Information
Average full time equivalent employees		4,422			4,320			4,359			4,431			4,517
Trust assets under management, at market value	$	8,138		$	7,993		$	7,700		$	7,720		$	7,535
Total revenue (3)	$	253		$	249		$	252		$	246		$	243
Core fee-based revenue (4)	$	64		$	56		$	54		$	60		$	57
Mortgage loans originated for sale during period	$	268		$	292		$	298		$	276		$	204
Mortgage portfolio serviced for others	$	7,920		$	7,999		$	8,012		$	8,052		$	8,084
Mortgage servicing rights, net / Portfolio serviced for others		0.75	%		0.75	%		0.76	%		0.76	%		0.77	%
At Period End
Loans / deposits		90.57	%		93.77	%		94.27	%		98.43	%		93.90	%
Stockholders’ equity / assets		10.65	%		10.44	%		11.19	%		11.39	%		11.69	%
Tangible common equity / tangible assets (5)		7.04	%		6.97	%		7.57	%		7.79	%		7.96	%
Tangible equity / tangible assets (5)		7.27	%		7.20	%		7.82	%		8.03	%		8.22	%
Shares outstanding, end of period		153,567			149,560			154,743			159,480			161,012
Capital (6)
Risk weighted assets (7) (8)	$	19,565		$	18,568		$	18,031		$	17,911		$	17,075
Tier 1 common equity (1)	$	1,838		$	1,808		$	1,873		$	1,920		$	1,912
Tier 1 common equity / risk-weighted assets (7) (8)		9.39	%		9.74	%		10.39	%		10.72	%		11.20	%
Tier 1 leverage ratio (7) (8)		7.39	%		7.48	%		7.87	%		8.26	%		8.46	%
Tier 1 risk-based capital ratio (7) (8)		9.70	%		10.06	%		10.73	%		11.06	%		11.56	%
Total risk-based capital ratio (7) (8)		12.21	%		12.66	%		11.98	%		12.31	%		12.81	%
Non-GAAP Financial Measures Reconciliation
Efficiency ratio (9)		70.30	%		70.33	%		69.44	%		69.70	%		70.41	%
Taxable equivalent adjustment		(1.42	)%		(1.40	)%		(1.36	)%		(1.32	)%		(1.35	)%
Asset gains, net		0.30	%		1.05	%		1.36	%		0.26	%		0.22	%
Other intangible amortization		(0.32	)%		(0.32	)%		(0.40	)%		(0.41	)%		(0.42	)%
Efficiency ratio, fully taxable equivalent (9)		68.86	%		69.66	%		69.04	%		68.23	%		68.86	%

(1) Tier 1 common equity, 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 (period end and average) is Tier 1 capital excluding qualifying perpetual preferred stock and qualifying trust preferred securities.

(2) Ratio is based upon basic earnings per common share.

(3) Total revenue, a non-GAAP financial measure, is the sum of taxable equivalent net interest income, core fee-based revenues, and other noninterest income categories, as presented on Page 2 in the Consolidated Statements of Income and Page 6 in the Net Interest Income Analysis.

(4) Core fee-based revenue, a non-GAAP financial measure, is the sum of trust service fees, service charges on deposit accounts, card-based and other nondeposit fees, insurance commissions, and brokerage and annuity commissions, as presented on Page 2 in the Consolidated Statements of Income.

(5) Tangible equity, tangible common equity and tangible assets exclude goodwill and other intangible assets, which is a non-GAAP financial measure. These financial measures have been included as they are considered to be critical metrics with which to analyze and evaluate financial condition and capital strength.

(6) Prior to 2015, the regulatory capital requirements effective for the Corporation followed the Capital Accord of the Basel Committee on Banking Supervision (“Basel I”). Beginning January 1, 2015, the regulatory capital requirements effective for the Corporation follow Basel III, subject to certain transition provisions from Basel I over the next three years to full implementation by January 1, 2018.

(7) March 31, 2015 data is estimated.

(8) The Federal Reserve establishes capital adequacy requirements, including well-capitalized standards for the Corporation. The OCC establishes similar capital adequacy requirements and standards for the Bank. Regulatory capital primarily consists of Tier 1 risk-based capital and Tier 2 risk-based capital. The sum of Tier 1 risk-based capital and Tier 2 risk-based capital equals our total risk-based capital. Risk-based capital guidelines require a minimum level of capital as a percentage of risk-weighted assets. Risk-weighted assets consist of total assets plus certain off-balance sheet and market items, subject to adjustment for predefined credit risk factors.

(9) 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).

Page 3

Associated Banc-Corp

Selected Asset Quality Information

(in thousands)	Mar 31, 2015			Dec 31, 2014			Mar 15 vs Dec 14 % Change			Sep 30, 2014			Jun 30, 2014			Mar 31, 2014			Mar 15 vs Mar 14 % Change
Allowance for Loan Losses
Beginning balance	$	266,302		$	266,262			—	%	$	271,851		$	267,916		$	268,315			(0.8	)%
Provision for loan losses		4,500			4,500			—	%		(3,000	)		6,500			5,000			(10.0	)%
Charge offs		(13,270	)		(8,778	)		51.2	%		(14,850	)		(9,107	)		(11,361	)		16.8	%
Recoveries		7,736			4,318			79.2	%		12,261			6,542			5,962			29.8	%
Net charge offs		(5,534	)		(4,460	)		24.1	%		(2,589	)		(2,565	)		(5,399	)		2.5	%
Ending balance	$	265,268		$	266,302			(0.4	)%	$	266,262		$	271,851		$	267,916			(1.0	)%
Allowance for Unfunded Commitments
Beginning balance	$	24,900		$	24,400			2.0	%	$	20,400		$	21,900		$	21,900			13.7	%
Provision for unfunded commitments		—			500			(100.0	)%		4,000			(1,500	)		—			N/M
Ending balance	$	24,900		$	24,900			—	%	$	24,400		$	20,400		$	21,900			13.7	%
Allowance for credit losses	$	290,168		$	291,202			(0.4	)%	$	290,662		$	292,251		$	289,816			0.1	%
Net Charge Offs	Mar 31, 2015			Dec 31, 2014			Mar 15 vs Dec 14 % Change			Sep 30, 2014			Jun 30, 2014			Mar 31, 2014			Mar 15 vs Mar 14 % Change
Commercial and industrial	$	4,650		$	1,323			251.5	%	$	572		$	(1,377	)	$	2,725			70.6	%
Commercial real estate—owner occupied		739			134			N/M			2,210			(550	)		(124	)		N/M
Lease financing		—			9			(100.0	)%		(6	)		29			—			N/M
Commercial and business lending		5,389			1,466			267.6	%		2,776			(1,898	)		2,601			107.2	%
Commercial real estate—investor		(2,529	)		(132	)		N/M			(4,065	)		(239	)		(1,031	)		145.3	%
Real estate construction		(743	)		(116	)		N/M			350			795			113			N/M
Commercial real estate lending		(3,272	)		(248	)		N/M			(3,715	)		556			(918	)		256.4	%
Total commercial		2,117			1,218			73.8	%		(939	)		(1,342	)		1,683			25.8	%
Home equity revolving lines of credit		1,220			1,094			11.5	%		1,098			1,380			1,182			3.2	%
Home equity loans 1st liens		362			206			75.7	%		118			448			406			(10.8	)%
Home equity loans junior liens		423			457			(7.4	)%		728			948			859			(50.8	)%
Home equity		2,005			1,757			14.1	%		1,944			2,776			2,447			(18.1	)%
Installment and credit cards		769			990			(22.3	)%		910			247			113			N/M
Residential mortgage		643			495			29.9	%		674			884			1,156			(44.4	)%
Total consumer		3,417			3,242			5.4	%		3,528			3,907			3,716			(8.0	)%
Total net charge offs	$	5,534		$	4,460			24.1	%	$	2,589		$	2,565		$	5,399			2.5	%
Net Charge Offs to Average Loans (in basis points) *	Mar 31, 2015			Dec 31, 2014						Sep 30, 2014			Jun 30, 2014			Mar 31, 2014
Commercial and industrial		32			9						4			(10	)		22
Commercial real estate—owner occupied		30			5						84			(20	)		(5	)
Lease financing		—			7						(5	)		22			—
Commercial and business lending		31			9						17			(12	)		17
Commercial real estate—investor		(33	)		(2	)					(54	)		(3	)		(14	)
Real estate construction		(30	)		(5	)					14			33			5
Commercial real estate lending		(32	)		(2	)					(37	)		6			(10	)
Total commercial		8			4						(3	)		(5	)		7
Home equity revolving lines of credit		56			49						50			64			55
Home equity loans 1st liens		26			14						7			26			23
Home equity loans junior liens		108			107						159			196			171
Home equity		51			42						45			64			55
Installment and credit cards		70			86						78			25			11
Residential mortgage		6			4						6			9			12
Total consumer		21			19						22			25			25
Total net charge offs		13			10						6			6			14
Credit Quality	Mar 31, 2015			Dec 31, 2014			Mar 15 vs Dec 14 % Change			Sep 30, 2014			Jun 30, 2014			Mar 31, 2014			Mar 15 vs Mar 14 % Change
Nonaccrual loans	$	174,346		$	177,413			(1.7	)%	$	184,138		$	179,226		$	177,978			(2.0	)%
Other real estate owned (OREO)		14,926			16,732			(10.8	)%		16,840			17,729			19,173			(22.2	)%
Total nonperforming assets	$	189,272		$	194,145			(2.5	)%	$	200,978		$	196,955		$	197,151			(4.0	)%
Loans 90 or more days past due and still accruing	$	1,715		$	1,623			5.7	%	$	1,690		$	1,776		$	723			137.2	%
Allowance for loan losses / loans		1.48	%		1.51	%					1.55	%		1.59	%		1.63	%
Allowance for loan losses / nonaccrual loans		152.15			150.10						144.60			151.68			150.53
Nonaccrual loans / total loans		0.97			1.01						1.07			1.05			1.08
Nonperforming assets / total loans plus OREO		1.05			1.10						1.17			1.15			1.20
Nonperforming assets / total assets		0.70			0.72						0.78			0.77			0.79
Net charge offs / average loans (annualized)		0.13			0.10						0.06			0.06			0.14
Year-to-date net charge offs / average loans		0.13			0.09						0.08			0.10			0.14
Nonaccrual loans by type:
Commercial and industrial	$	61,620		$	49,663			24.1	%	$	51,143		$	40,846		$	38,488			60.1	%
Commercial real estate—owner occupied		21,861			25,825			(15.3	)%		24,340			31,725			26,735			(18.2	)%
Lease financing		1,720			1,801			(4.5	)%		1,947			1,541			172			N/M
Commercial and business lending		85,201			77,289			10.2	%		77,430			74,112			65,395			30.3	%
Commercial real estate—investor		13,742			22,685			(39.4	)%		25,106			28,135			33,611			(59.1	)%
Real estate construction		5,423			5,399			0.4	%		8,187			6,988			6,667			(18.7	)%
Commercial real estate lending		19,165			28,084			(31.8	)%		33,293			35,123			40,278			(52.4	)%
Total commercial		104,366			105,373			(1.0	)%		110,723			109,235			105,673			(1.2	)%
Home equity revolving lines of credit		9,171			9,853			(6.9	)%		10,154			10,056			10,356			(11.4	)%
Home equity loans 1st liens		5,111			5,290			(3.4	)%		4,664			4,634			5,341			(4.3	)%
Home equity loans junior liens		6,145			6,598			(6.9	)%		6,443			6,183			6,788			(9.5	)%
Home equity		20,427			21,741			(6.0	)%		21,261			20,873			22,485			(9.2	)%
Installment and credit cards		515			613			(16.0	)%		653			771			915			(43.7	)%
Residential mortgage		49,038			49,686			(1.3	)%		51,501			48,347			48,905			0.3	%
Total consumer		69,980			72,040			(2.9	)%		73,415			69,991			72,305			(3.2	)%
Total nonaccrual loans	$	174,346		$	177,413			(1.7	)%	$	184,138		$	179,226		$	177,978			(2.0	)%

* Annualized

N/M = Not meaningful.

Page 4

Associated Banc-Corp

Selected Asset Quality Information (continued)

(in thousands)	Mar 31, 2015		Dec 31, 2014		Mar 15 vs Dec 14 % Change			Sep 30, 2014		Jun 30, 2014		Mar 31, 2014		Mar 15 vs Mar 14 % Change
Restructured loans (accruing)
Commercial and industrial	$	26,466	$	33,892		(21.9	)%	$	36,955	$	28,849	$	27,776		(4.7	)%
Commercial real estate—owner occupied		9,780		10,454		(6.4	)%		11,574		12,168		11,579		(15.5	)%
Commercial and business lending		36,246		44,346		(18.3	)%		48,529		41,017		39,355		(7.9	)%
Commercial real estate—investor		22,775		23,127		(1.5	)%		24,440		41,758		46,020		(50.5	)%
Real estate construction		717		727		(1.4	)%		805		1,224		2,954		(75.7	)%
Commercial real estate lending		23,492		23,854		(1.5	)%		25,245		42,982		48,974		(52.0	)%
Total commercial		59,738		68,200		(12.4	)%		73,774		83,999		88,329		(32.4	)%
Home equity revolving lines of credit		1,251		1,508		(17.0	)%		1,531		1,527		1,178		6.2	%
Home equity loans 1st liens		1,846		1,857		(0.6	)%		1,867		1,674		1,656		11.5	%
Home equity loans junior liens		6,642		6,701		(0.9	)%		7,184		7,243		6,738		(1.4	)%
Home equity		9,739		10,066		(3.2	)%		10,582		10,444		9,572		1.7	%
Installment and credit cards		891		974		(8.5	)%		1,106		1,185		225		296.0	%
Residential mortgage		18,449		18,976		(2.8	)%		19,141		18,753		18,798		(1.9	)%
Total consumer		29,079		30,016		(3.1	)%		30,829		30,382		28,595		1.7	%
Total restructured loans (accruing)	$	88,817	$	98,216		(9.6	)%	$	104,603	$	114,381	$	116,924		(24.0	)%
Restructured loans in nonaccrual loans (not included above)	$	53,553	$	57,656		(7.1	)%	$	63,314	$	72,388	$	74,231		(27.9	)%
Loans Past Due 30-89 Days	Mar 31, 2015		Dec 31, 2014		Mar 15 vs Dec 14 % Change			Sep 30, 2014		Jun 30, 2014		Mar 31, 2014		Mar 15 vs Mar 14 % Change
Commercial and industrial	$	1,717	$	14,747		(88.4	)%	$	3,947	$	2,519	$	4,126		(58.4	)%
Commercial real estate—owner occupied		1,849		10,628		(82.6	)%		2,675		6,323		5,342		(65.4	)%
Lease financing		—		—		N/M			—		556		567		(100.0	)%
Commercial and business lending		3,566		25,375		(85.9	)%		6,622		9,398		10,035		(64.5	)%
Commercial real estate—investor		2,215		1,208		83.4	%		15,869		2,994		7,188		(69.2	)%
Real estate construction		317		984		(67.8	)%		399		258		679		(53.3	)%
Commercial real estate lending		2,532		2,192		15.5	%		16,268		3,252		7,867		(67.8	)%
Total commercial		6,098		27,567		(77.9	)%		22,890		12,650		17,902		(65.9	)%
Home equity revolving lines of credit		7,150		6,725		6.3	%		6,739		6,986		5,344		33.8	%
Home equity loans 1st liens		953		1,800		(47.1	)%		1,503		1,685		1,469		(35.1	)%
Home equity loans junior liens		1,905		2,058		(7.4	)%		2,496		2,138		3,006		(36.6	)%
Home equity		10,008		10,583		(5.4	)%		10,738		10,809		9,819		1.9	%
Installment and credit cards		1,818		1,932		(5.9	)%		1,818		1,734		1,269		43.3	%
Residential mortgage		3,403		3,046		11.7	%		3,231		7,070		4,498		(24.3	)%
Total consumer		15,229		15,561		(2.1	)%		15,787		19,613		15,586		(2.3	)%
Total loans past due 30-89 days	$	21,327	$	43,128		(50.5	)%	$	38,677	$	32,263	$	33,488		(36.3	)%
Potential Problem Loans	Mar 31, 2015		Dec 31, 2014		Mar 15 vs Dec 14 % Change			Sep 30, 2014		Jun 30, 2014		Mar 31, 2014		Mar 15 vs Mar 14 % Change
Commercial and industrial	$	138,403	$	108,522		27.5	%	$	133,416	$	187,251	$	109,027		26.9	%
Commercial real estate—owner occupied		43,114		48,695		(11.5	)%		49,008		57,757		64,785		(33.5	)%
Lease financing		2,009		2,709		(25.8	)%		3,787		2,280		3,065		(34.5	)%
Commercial and business lending		183,526		159,926		14.8	%		186,211		247,288		176,877		3.8	%
Commercial real estate—investor		26,026		24,043		8.2	%		28,474		31,903		34,790		(25.2	)%
Real estate construction		1,487		1,776		(16.3	)%		2,227		4,473		4,870		(69.5	)%
Commercial real estate lending		27,513		25,819		6.6	%		30,701		36,376		39,660		(30.6	)%
Total commercial		211,039		185,745		13.6	%		216,912		283,664		216,537		(2.5	)%
Home equity revolving lines of credit		247		204		21.1	%		224		277		310		(20.3	)%
Home equity loans junior liens		711		676		5.2	%		687		822		741		(4.0	)%
Home equity		958		880		8.9	%		911		1,099		1,051		(8.8	)%
Installment and credit cards		—		2		(100.0	)%		4		844		—		N/M
Residential mortgage		6,621		3,781		75.1	%		2,166		2,445		2,091		216.6	%
Total consumer		7,579		4,663		62.5	%		3,081		4,388		3,142		141.2	%
Total potential problem loans	$	218,618	$	190,408		14.8	%	$	219,993	$	288,052	$	219,679		(0.5	)%

N/M = Not meaningful.

Page 5

Associated Banc-Corp

Net Interest Income Analysis—Taxable Equivalent Basis

Sequential Quarter

	Three months ended March 31, 2015							Three months ended December 31, 2014
(in thousands)	Average Balance		Interest Income /Expense		Average Yield /Rate			Average Balance		Interest Income /Expense		Average Yield /Rate
Earning assets:
Loans: (1) (2) (3)
Commercial and business lending	$	6,993,169	$	55,915		3.24	%	$	6,720,893	$	59,197		3.50	%
Commercial real estate lending		4,102,733		36,403		3.60			4,066,143		37,122		3.62
Total commercial		11,095,902		92,318		3.37			10,787,036		96,319		3.54
Residential mortgage		4,663,849		36,885		3.17			4,490,075		36,228		3.23
Retail		2,055,364		23,668		4.64			2,110,144		24,942		4.71
Total loans		17,815,115		152,871		3.46			17,387,255		157,489		3.60
Investment securities (1)		5,754,747		37,159		2.58			5,697,598		36,658		2.57
Other short-term investments		578,164		1,692		1.18			407,644		1,821		1.78
Investments and other		6,332,911		38,851		2.45			6,105,242		38,479		2.52
Total earning assets		24,148,026	$	191,722		3.20			23,492,497	$	195,968		3.32
Other assets, net		2,458,899							2,388,268
Total assets	$	26,606,925						$	25,880,765
Interest-bearing liabilities:
Savings deposits	$	1,277,469	$	238		0.08	%	$	1,264,195	$	253		0.08	%
Interest-bearing demand deposits		3,203,727		1,050		0.13			3,142,537		1,220		0.15
Money market deposits		8,653,260		3,785		0.18			8,209,091		3,547		0.17
Time deposits		1,594,183		2,546		0.65			1,549,565		2,299		0.59
Total interest-bearing deposits		14,728,639		7,619		0.21			14,165,388		7,319		0.20
Federal funds purchased and securities sold under agreements to repurchase		585,498		231		0.16			600,969		218		0.14
Other short-term funding		119,240		81		0.27			464,866		156		0.13
Long-term funding		3,735,602		10,872		1.17			3,221,574		8,644		1.07
Total short and long-term funding		4,440,340		11,184		1.01			4,287,409		9,018		0.84
Total interest-bearing liabilities		19,168,979	$	18,803		0.39			18,452,797	$	16,337		0.35
Noninterest-bearing demand deposits		4,326,557							4,367,031
Other liabilities		266,660							228,600
Stockholders’ equity		2,844,729							2,832,337
Total liabilities and stockholders’ equity	$	26,606,925						$	25,880,765
Net interest income and rate spread			$	172,919		2.81	%			$	179,631		2.97	%
Net interest margin						2.89	%						3.04	%
Taxable equivalent adjustment			$	5,106						$	4,970

Net Interest Income Analysis—Taxable Equivalent Basis

Comparable Quarter

	Three months ended March 31, 2015							Three months ended March 31, 2014
(in thousands)	Average Balance		Interest Income /Expense		Average Yield /Rate			Average Balance		Interest Income /Expense		Average Yield /Rate
Earning assets:
Loans: (1) (2) (3)
Commercial and business lending	$	6,993,169	$	55,915		3.24	%	$	6,131,185	$	51,681		3.42	%
Commercial real estate lending		4,102,733		36,403		3.60			3,907,363		35,591		3.69
Total commercial		11,095,902		92,318		3.37			10,038,548		87,272		3.52
Residential mortgage		4,663,849		36,885		3.17			3,926,734		32,664		3.33
Retail		2,055,364		23,668		4.64			2,199,335		24,413		4.48
Total loans		17,815,115		152,871		3.46			16,164,617		144,349		3.61
Investment securities (1)		5,754,747		37,159		2.58			5,450,066		36,922		2.71
Other short-term investments		578,164		1,692		1.18			277,820		1,449		2.09
Investments and other		6,332,911		38,851		2.45			5,727,886		38,371		2.68
Total earning assets		24,148,026	$	191,722		3.20			21,892,503	$	182,720		3.36
Other assets, net		2,458,899							2,320,710
Total assets	$	26,606,925						$	24,213,213
Interest-bearing liabilities:
Savings deposits	$	1,277,469	$	238		0.08	%	$	1,195,337	$	220		0.07	%
Interest-bearing demand deposits		3,203,727		1,050		0.13			2,796,247		823		0.12
Money market deposits		8,653,260		3,785		0.18			7,173,106		2,825		0.16
Time deposits		1,594,183		2,546		0.65			1,659,277		2,291		0.56
Total interest-bearing deposits		14,728,639		7,619		0.21			12,823,967		6,159		0.19
Federal funds purchased and securities sold under agreements to repurchase		585,498		231		0.16			805,187		305		0.15
Other short-term funding		119,240		81		0.27			328,516		116		0.14
Long-term funding		3,735,602		10,872		1.17			3,004,520		6,511		0.87
Total short and long-term funding		4,440,340		11,184		1.01			4,138,223		6,932		0.67
Total interest-bearing liabilities		19,168,979	$	18,803		0.39			16,962,190	$	13,091		0.31
Noninterest-bearing demand deposits		4,326,557							4,166,305
Other liabilities		266,660							195,950
Stockholders’ equity		2,844,729							2,888,768
Total liabilities and stockholders’ equity	$	26,606,925						$	24,213,213
Net interest income and rate spread			$	172,919		2.81	%			$	169,629		3.05	%
Net interest margin						2.89	%						3.12	%
Taxable equivalent adjustment			$	5,106						$	4,656

(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.

Page 6

Associated Banc-Corp

Financial Summary and Comparison

Period End Loan Composition	Mar 31, 2015		Dec 31, 2014		Mar 15 vs Dec 14 % Change			Sep 30, 2014		Jun 30, 2014		Mar 31, 2014		Mar 15 vs Mar 14 % Change
Commercial and industrial	$	6,140,420	$	5,905,902		4.0	%	$	5,603,899	$	5,616,205	$	5,222,141		17.6	%
Commercial real estate—owner occupied		1,003,885		1,007,937		(0.4	)%		1,014,335		1,070,463		1,098,089		(8.6	)%
Lease financing		49,496		51,529		(3.9	)%		52,600		51,873		52,500		(5.7	)%
Commercial and business lending		7,193,801		6,965,368		3.3	%		6,670,834		6,738,541		6,372,730		12.9	%
Commercial real estate—investor		3,086,980		3,056,485		1.0	%		3,043,361		2,990,732		3,001,219		2.9	%
Real estate construction		1,019,571		1,008,956		1.1	%		982,426		1,000,421		969,617		5.2	%
Commercial real estate lending		4,106,551		4,065,441		1.0	%		4,025,787		3,991,153		3,970,836		3.4	%
Total commercial		11,300,352		11,030,809		2.4	%		10,696,621		10,729,694		10,343,566		9.3	%
Home equity revolving lines of credit		879,827		887,779		(0.9	)%		880,435		866,042		856,679		2.7	%
Home equity loans 1st liens		549,667		584,131		(5.9	)%		619,774		659,598		705,835		(22.1	)%
Home equity loans junior liens		154,120		164,148		(6.1	)%		176,316		187,732		199,488		(22.7	)%
Home equity		1,583,614		1,636,058		(3.2	)%		1,676,525		1,713,372		1,762,002		(10.1	)%
Installment and credit cards		436,492		454,219		(3.9	)%		459,682		469,203		393,321		11.0	%
Residential mortgage		4,658,574		4,472,760		4.2	%		4,326,262		4,132,783		3,942,555		18.2	%
Total consumer		6,678,680		6,563,037		1.8	%		6,462,469		6,315,358		6,097,878		9.5	%
Total loans	$	17,979,032	$	17,593,846		2.2	%	$	17,159,090	$	17,045,052	$	16,441,444		9.4	%
Period End Deposit and Customer Funding Composition	Mar 31, 2015		Dec 31, 2014		Mar 15 vs Dec 14 % Change			Sep 30, 2014		Jun 30, 2014		Mar 31, 2014		Mar 15 vs Mar 14 % Change
Noninterest-bearing demand	$	4,570,872	$	4,505,272		1.5	%	$	4,302,454	$	4,211,057	$	4,478,981		2.1	%
Savings		1,337,643		1,235,277		8.3	%		1,256,567		1,275,493		1,252,669		6.8	%
Interest-bearing demand		3,525,870		3,126,854		12.8	%		3,637,411		2,918,900		3,084,457		14.3	%
Money market		8,781,206		8,324,646		5.5	%		7,491,460		7,348,650		7,069,173		24.2	%
Brokered CDs		40,699		42,556		(4.4	)%		9,242		44,809		51,235		(20.6	)%
Other time		1,595,302		1,528,899		4.3	%		1,504,124		1,517,350		1,573,412		1.4	%
Total deposits		19,851,592		18,763,504		5.8	%		18,201,258		17,316,259		17,509,927		13.4	%
Customer repo sweeps		528,572		384,221		37.6	%		493,451		489,886		548,179		(3.6	)%
Total deposits and customer funding	$	20,380,164	$	19,147,725		6.4	%	$	18,694,709	$	17,806,145	$	18,058,106		12.9	%
Network transaction deposits included above in interest-bearing demand & money market	$	2,900,325	$	2,852,943		1.7	%	$	2,207,055	$	2,238,923	$	2,141,976		35.4	%
Brokered CDs		40,699		42,556		(4.4	)%		9,242		44,809		51,235		(20.6	)%
Total network and brokered funding		2,941,024		2,895,499		1.6	%		2,216,297		2,283,732		2,193,211		34.1	%
Net customer deposits and funding (1)	$	17,439,140	$	16,252,226		7.3	%	$	16,478,412	$	15,522,413	$	15,864,895		9.9	%

(1) Total deposits and customer funding excluding total network and brokered funding.

Quarter Average Loan Composition	Mar 31, 2015		Dec 31, 2014		Mar 15 vs Dec 14 % Change			Sep 30, 2014		Jun 30, 2014		Mar 31, 2014		Mar 15 vs Mar 14 % Change
Commercial and industrial	$	5,944,152	$	5,665,396		4.9	%	$	5,558,135	$	5,335,488	$	4,983,943		19.3	%
Commercial real estate—owner occupied		998,293		1,003,179		(0.5	)%		1,043,001		1,081,552		1,093,114		(8.7	)%
Lease financing		50,724		52,318		(3.0	)%		51,091		51,804		54,128		(6.3	)%
Commercial and business lending		6,993,169		6,720,893		4.1	%		6,652,227		6,468,844		6,131,185		14.1	%
Commercial real estate—investor		3,106,965		3,062,427		1.5	%		3,013,210		3,014,827		2,993,046		3.8	%
Real estate construction		995,768		1,003,716		(0.8	)%		1,006,076		953,021		914,317		8.9	%
Commercial real estate lending		4,102,733		4,066,143		0.9	%		4,019,286		3,967,848		3,907,363		5.0	%
Total commercial		11,095,902		10,787,036		2.9	%		10,671,513		10,436,692		10,038,548		10.5	%
Home equity revolving lines of credit		882,869		883,580		(0.1	)%		875,388		866,952		868,614		1.6	%
Home equity loans 1st liens		567,849		601,719		(5.6	)%		638,592		681,607		724,995		(21.7	)%
Home equity loans junior liens		159,378		169,845		(6.2	)%		181,880		193,727		203,984		(21.9	)%
Home equity		1,610,096		1,655,144		(2.7	)%		1,695,860		1,742,286		1,797,593		(10.4	)%
Installment and credit cards		445,268		455,000		(2.1	)%		464,467		389,794		401,742		10.8	%
Residential mortgage		4,663,849		4,490,075		3.9	%		4,309,121		4,077,617		3,926,734		18.8	%
Total consumer		6,719,213		6,600,219		1.8	%		6,469,448		6,209,697		6,126,069		9.7	%
Total loans	$	17,815,115	$	17,387,255		2.5	%	$	17,140,961	$	16,646,389	$	16,164,617		10.2	%
Quarter Average Deposit Composition	Mar 31, 2015		Dec 31, 2014		Mar 15 vs Dec 14 % Change			Sep 30, 2014		Jun 30, 2014		Mar 31, 2014		Mar 15 vs Mar 14 % Change
Noninterest-bearing demand	$	4,326,557	$	4,367,031		(0.9	)%	$	4,239,654	$	4,073,310	$	4,166,305		3.8	%
Savings		1,277,469		1,264,195		1.0	%		1,269,994		1,267,297		1,195,337		6.9	%
Interest-bearing demand		3,203,727		3,142,537		1.9	%		3,096,712		2,894,446		2,796,247		14.6	%
Money market		8,653,260		8,209,091		5.4	%		7,721,167		7,340,244		7,173,106		20.6	%
Time deposits		1,594,183		1,549,565		2.9	%		1,545,851		1,597,535		1,659,277		(3.9	)%
Total deposits	$	19,055,196	$	18,532,419		2.8	%	$	17,873,378	$	17,172,832	$	16,990,272		12.2	%

Page 7

EX-99.2

ASSOCIATED BANC-CORP

1Q 2015 EARNINGS PRESENTATION

APRIL 16, 2015

Exhibit 99.2

*

*

*

*

*

FORWARD-LOOKING STATEMENTS

Important note regarding forward-looking statements:

1

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.

2015 FIRST QUARTER HIGHLIGHTS

2

Solid Earnings Despite Continued Margin Compression

•

Average loans of $17.8 billion were up $428 million, or 2% from the fourth quarter

—

Total average commercial loans grew $309 million from the fourth

quarter

—

Average mortgage loans grew 4% from the fourth quarter

•

Average deposits of $19.1 billion were up $523 million, or 3% from the fourth quarter

•

Net interest income of $168 million was up $3 million from last year

—

Net interest margin of 2.89% compared to 3.12% in the first quarter 2014

•

Quarterly dividend of $0.10 / common share

•

Repurchased approximately 1.7 million shares of common stock during the first quarter

•

Capital ratios remain strong with a Tier 1 common equity ratio of 9.39%

•

Noninterest income of $80 million was up $10 million compared to

the fourth quarter

—

Insurance commissions increased $9 million from the fourth quarter

•

Noninterest expense of $174 million was up $2 million from the fourth quarter

•

Net income available to common shareholders of $45 million or $0.30 per share

•

Pretax income of $69 million was up $2 million, or 2% from the fourth quarter

•

Return on average Tier 1 Common Equity of 10.22%

Net Interest Income

&

Net Interest Margin

Noninterest Income

&

Expenses

Capital

Balance Sheet

Net Income

&

ROT1CE

LOAN PORTFOLIO –

TREND AND MIX

3

1Q 2015 Average Net Loan Change (+$428 mln)

Loan Mix –

1Q 2015 (Average)

($ in millions)

Home Equity & Installment

Commercial Real Estate

Residential Mortgage

Power & Utilities

Oil & Gas

Mortgage Warehouse

General Commercial Loans

Average Quarterly Loans ($ in billions)

$17.8

+4%

% Chg

+3%

+13%

+1%

$16.2

+5%

$17.4

$15.4

$14.3

Total

Commercial

& Business

Lending

+4%

(3%)

(1%)

COMMERCIAL LINE UTILIZATION TRENDS

4

Line utilization increased in Commercial & Business Lending

Change from 4Q 14

Commercial Real

Estate (including

construction)

-

40 bps

Commercial  &

Business Lending

+200 bps

5

Yield on Interest-earning Assets

Cost of Interest-bearing Liabilities

Net Interest Income & Net Interest Margin

($ in millions)

Net Interest Margin

Total Loan Yield

Total Interest-earning Yield

+8 bps

NET INTEREST INCOME AND MARGIN TRENDS

NONINTEREST INCOME TRENDS

($ IN MILLIONS)

Core

Fee-based 

Revenue

Mortgage Banking (net) Income

Total Noninterest Income

Other

Noninterest

Income

6

1

–

Core

Fee-based

Revenue

=

Trust

service

fees

plus

Service

charges

on

deposit

accounts

plus

Card-based

and

other

nondeposit

fees

plus

Insurance

commissions

plus

Brokerage

and

annuity

commissions.

This

is

a

non-GAAP

measure.

Please

refer

to

the

press

release

tables

for

a

reconciliation

to

noninterest

income.

2

–

Other

Noninterest

Income

=

Total

Noninterest

Income

minus

net

Mortgage

Banking

Income

minus

Core

Fee-based

Revenue.

This

is

a

non-GAAP

measure. 

Please

refer

to

the

press

release

tables

for

a

reconciliation

to

noninterest

income.

1

2

NONINTEREST EXPENSE TRENDS

($ IN MILLIONS)

Technology

Spend

Total Noninterest Expense

Other Non-Personnel Spend

Personnel Spend / FTE   Trend

1

–

Efficiency

ratio

=

Noninterest

expense,

excluding

other

intangible

amortization,

divided

by

sum

of

taxable

equivalent

net

interest

income

plus

noninterest

income,

excluding

investment

securities

gains/losses,

net,

and

asset

gains/losses,

net.

This

is

a

non-GAAP

financial

measure.

Please

refer

to

the

appendix

for

a

reconciliation

of

this

measure.

2

–

FTE

=

Average

Full

Time

Equivalent

Employees

3

–

Technology

Spend

=

Technology

and

Equipment

expenses

4

–

Other

Non-Personnel

Spend

=

Total

Noninterest

Expense

less

Personnel

and

Technology

spend

Efficiency Ratio

69%

68%

69%

70%

69%

7

2

3

4

1

OIL AND GAS LENDING UPDATE

8

•

Exclusively

focused

on

the

upstream

sector

(‘Exploration

and

Production’

or

‘E&P’

sector).

—

Focused on the small to mid-size independent segment, both public and private companies.

—

Asset-based loans collateralized by a lien on oil and gas reserves.

—

Generally, we are a participant in a syndicated loan.

•

January 2015 stress test indicated adequate specific reserves for this portfolio.

—

NYMEX price strip at end of 1Q 2015 was similar to 4Q 2014.

—

Most of this underlying portfolio is hedged into 2016 at higher than current prices.

—

Loan loss reserves increased for this portfolio during the quarter.

•

New engineering reports will largely be completed in second quarter

—

Will drive borrowing base redetermination and trigger pay-downs if needed.

—

Commodity prices are continuously monitored.

($ in Millions)

4Q 2014

1Q 2015

Balance End of Period (EOP)

$754

$780

Total Reserves

$17

$27

Reserve/EOP Loans

2.26%

3.46%

* Note:  Oil & Gas balances at 1Q 2015 are approximately 4% of total loan portfolio

CREDIT QUALITY INDICATORS

($ IN MILLIONS)

9

Potential Problems Loans & PPLs to Total Loans

Nonaccruals & NA / Total Loans

ALL to Nonaccruals and Total Loans

Net Charge Offs & NCOs to Avg Loans

2015 FULL YEAR OUTLOOK

10

Balance Sheet

•

High single digit annual average loan growth

•

Maintain Loan/Deposit ratio under 100%

Margin

•

Modest compression throughout the year from the first

quarter

Noninterest

Income

•

Up mid to upper single digits from 2014

Noninterest

Expense

•

Up low single digits from 2014 with a continued focus on

efficiency initiatives

Capital

•

Continue to follow stated corporate priorities for capital

deployment

Provision

•

Expected to increase with loan growth and changes in risk

grade or other indications of credit quality

1

–

Outlook

incorporates

effects

of

Ahmann

&

Martin

Co.

acquisition.

1

1

APPENDIX

11

*

*

*

*

*

*

RECONCILIATION AND DEFINITIONS OF

NON-GAAP ITEMS

1Q 2014

2Q 2014

3Q 2014

4Q 2014

1Q 2015

Efficiency Ratio Reconciliation:

Efficiency ratio (1)

70.41%

69.70%

69.44%

70.33%

70.30%

Taxable equivalent adjustment

(1.35)

(1.32)

(1.36)

(1.40)

(1.42)

Asset gains, net

0.22

0.26

1.36

1.05

0.30

Other intangible amortization

(0.42)

(0.41)

(0.40)

(0.32)

(0.32)

Efficiency ratio, fully taxable equivalent (1)

68.86%

68.23%

69.04%

69.66%

68.86%

(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).

Tier

1

common

equity,

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 (period end and average) is Tier 1 capital excluding

qualifying perpetual preferred stock and qualifying trust preferred securities.  The Corporation adopted the Basel III regulatory standards during

the first quarter of 2015; all prior periods presented are disclosed under Basel I regulatory standards.

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