425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

July 20, 2017

Date of Report (Date of earliest event reported)

Associated Banc-Corp

(Exact name of registrant as specified in its charter)

Commission file number: 001-31343

Wisconsin	39-1098068
(State of incorporation)	(I.R.S. Employer Identification No.)

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

(920) 491-7500

(Registrant’s telephone number, including area code)

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02 Results of Operations and Financial Condition.

On July 20, 2017, Associated Banc-Corp, a Wisconsin corporation (“Associated”), announced its earnings for the quarter ended June 30, 2017. A copy of the registrant’s press release containing this information and the investor presentation discussed on the conference call 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 8.01 Other Events.

On July 20, 2017, Associated and Bank Mutual Corporation, a Wisconsin corporation (“Bank Mutual”), issued a joint press release announcing the entry of an Agreement and Plan of Merger, dated as of July 20, 2017, by and between Associated and Bank Mutual (the “Merger Agreement”), pursuant to which, subject to the terms and conditions set forth therein, Bank Mutual will merge with and into Associated (the “Merger”), with Associated as the surviving corporation in the Merger. A copy of the press release containing the announcement is attached hereto as Exhibit 99.3 to this Report on Form 8-K and is incorporated by reference herein.

In addition, Associated also provided supplemental information regarding the proposed transaction in connection with presentations to investors. A copy of the investor presentation is attached hereto as Exhibit 99.4 to this Report on Form 8-K and is incorporated by reference herein.

*        *        *

Forward Looking Statements

This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may include: management plans relating to the proposed transaction; the expected timing of the completion of the proposed transaction; the ability to complete the proposed transaction; the ability to obtain the required regulatory, shareholder or other approvals; any statements of the plans and objectives of management for future operations, products or services, including the execution of integration plans relating to the proposed transaction; any statements of expectation or belief; projections related to certain financial metrics; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “seek,” “plan,” “will,” “would,” “target,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions or negatives of these words. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are beyond our control. Forward-looking

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statements speak only as of the date they are made. Neither Associated nor Bank Mutual assumes any duty and does not undertake to update any forward-looking statements. Because forward-looking statements are by their nature, to different degrees, uncertain and subject to assumptions, actual results or future events could differ, possibly materially, from those that Associated or Bank Mutual anticipated in its forward-looking statements, and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, those included under Item 1A “Risk Factors” in Associated’s Annual Report on Form 10-K, those included under Item1A “Risk Factors” in Bank Mutual’s Annual Report on Form 10-K, those disclosed in Associated’s and Bank Mutual’s respective other periodic reports filed with the Securities and Exchange Commission (the “SEC”), as well as the possibility that expected benefits of the proposed transaction may not materialize in the timeframe expected or at all, or may be more costly to achieve; the proposed transaction may not be timely completed, if at all; that prior to the completion of the proposed transaction or thereafter, Associated’s and Bank Mutual’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies related to the proposed transaction; that required regulatory, shareholder or other approvals are not obtained or other customary closing conditions are not satisfied in a timely manner or at all; reputational risks and the reaction of the companies’ shareholders, customers, employees or other constituents to the proposed transaction; and diversion of management time on merger-related matters. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the proxy statement/prospectus that will be included in the registration statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the registration statement on Form S-4 will be, considered representative, no such lists should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. For any forward-looking statements made in this communication or in any documents, Associated and Bank Mutual claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Associated and Bank Mutual annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.

Important Additional Information and Where to Find It

In connection with the proposed merger, Associated will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of Bank Mutual and a Prospectus of Associated, as well as other relevant documents concerning the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS OF BANK MUTUAL ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

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A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Associated and Bank Mutual, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Associated Banc-Corp at www.associatedbank.com under the heading “About” and then under the heading “Investor Relations” and then under “SEC Filings” or from Bank Mutual Corporation at www.bankmutual.com/bank-mutual-corporation/. Copies of the Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to Associated Banc-Corp, 433 Main Street, Green Bay, Wisconsin 54301, Attention: Investor Relations, Telephone: (920) 491-7059 or to Bank Mutual Corporation, 4949 West Brown Deer Road, Milwaukee, Wisconsin 53223, Attention: Michael Dosland, Telephone: (414) 354-1500.

Participants in the Solicitation

Associated, Bank Mutual, and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Associated’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 14, 2017, and certain of its Current Reports on Form 8-K.

Information regarding Bank Mutual’s directors and executive officers is available in its definitive proxy statement, which was filed with SEC on March 8, 2017, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of this document may be obtained as described in the preceding paragraph.

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ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release of Associated Banc-Corp, dated July 20, 2017, containing financial information for the quarter ended June 30, 2017
99.2	Investor Presentation regarding financial information for the quarter ended June 30, 2017, dated July 20, 2017
99.3	Joint Press Release of Associated Banc-Corp and Bank Mutual Corporation, dated July 20, 2017, announcing entry into a definitive merger agreement
99.4	Investor Presentation regarding the announced merger agreement between Associated Banc-Corp and Bank Mutual Corporation, dated July 20, 2017

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SIGNATURE

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
By:	/s/ Randall J. Erickson
Name:	Randall J. Erickson
Title:	General Counsel

Date: July 20, 2017

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release of Associated Banc-Corp, dated July 20, 2017, containing financial information for the quarter ended June 30, 2017
99.2	Investor Presentation regarding financial information for the quarter ended June 30, 2017, dated July 20, 2017
99.3	Joint Press Release of Associated Banc-Corp and Bank Mutual Corporation, dated July 20, 2017, announcing entry into a definitive merger agreement
99.4	Investor Presentation regarding the announced merger agreement between Associated Banc-Corp and Bank Mutual Corporation, dated July 20, 2017

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EX-99.1

Exhibit 99.1

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

Associated Banc-Corp Reports Second Quarter Earnings of $0.36 per share

Earnings per share up 16% from prior year

Robust loan growth and improving fee-based income trends

GREEN BAY, Wis. — July 20, 2017 — Associated Banc-Corp (NYSE: ASB) today reported net income available to common equity of $56 million, or $0.36 per common share for the quarter ended June 30, 2017. This compares to net income available to common equity of $47 million, or $0.31 per common share for the quarter ended June 30, 2016.

“Robust loan growth and improving fee-based income trends drove this quarter’s results. Our residential mortgage retention strategy contributed to most of this quarter’s loan growth and we are also pleased to report solid commercial and business lending growth. We also benefited from improving fee-based revenue streams; particularly, card-based and nondeposit fees, trust service fees, and brokerage and annuity commissions which contributed to bottom line expansion,” said President and CEO Philip B. Flynn. “Disciplined expense controls combined with improving credit trends rounded out the quarter. We remain on track to deliver on our full year guidance.”

SECOND QUARTER SUMMARY

• Average loans of $20.5 billion grew $880 million, or 4% from the year ago quarter

• Average deposits of $21.5 billion grew $1.2 billion, or 6% from the year ago quarter

• Net interest income of $184 million increased $7 million, or 4% from the year ago quarter

• Net interest margin of 2.83% improved from 2.81% in the year ago quarter

• Provision for credit losses of $12 million improved $2 million, or 14% from the year ago quarter

• Noninterest income of $82 million improved modestly from the year ago quarter

• Noninterest expense of $176 million increased $2 million, or 1% from the year ago quarter

• Return on average common equity Tier 1 (CET1) improved to 10.6% from 9.9% in the year ago quarter

• Total dividends per common share of $0.12 were up 9% from the year ago quarter

• Capital ratios remain strong with a CET1 ratio of 9.9% at quarter end

SECOND QUARTER FINANCIAL RESULTS

Loans

Year-to-date average loans were up over 5% from the first half of last year. Second quarter average loans of $20.5 billion were up 4%, or $880 million from the year ago quarter and were up $449 million from the first quarter.

With respect to second quarter average balances:

• Consumer lending increased 10%, or $723 million from the year ago quarter and grew $363 million from the first quarter to $8.2 billion, primarily driven by the Company’s on balance sheet mortgage retention strategy.

• Commercial real estate lending increased 7%, or $310 million from the year ago quarter to $5.0 billion, primarily driven by increased construction lending, but decreased $36 million from the first quarter.

• Commercial and business lending decreased 2% from the year ago quarter to $7.3 billion, primarily driven by reductions in the oil and gas portfolio, however, commercial and business lending increased $122 million from the first quarter.

Deposits

Year-to-date average deposits were up over 5% from the first half of last year. Second quarter average deposits of $21.5 billion were up 6%, or $1.2 billion from the year ago quarter and were up modestly from the first quarter. The loan to deposit ratio was 96% at quarter-end.

With respect to second quarter average balances:

• Interest-bearing demand deposits increased 17%, or $632 million from the year ago quarter to $4.3 billion and increased $21 million from the first quarter.

• Savings and time deposits increased 10%, or $308 million from the year ago quarter and increased $214 million from the first quarter to $3.3 billion.

• Money market deposits increased 4%, or $372 million from the year ago quarter to $9.1 billion, but decreased $104 million from the first quarter.

• Noninterest-bearing demand deposits decreased 2%, or $78 million from the year ago quarter and decreased $74 million from the first quarter to $4.9 billion, reflecting expected seasonal patterns.

Net Interest Income and Net Interest Margin

Net interest income was up 4%, or $7 million from the year ago quarter, with net interest margin increasing 2 basis points year over year. Second quarter net interest income of $184 million was up 2%, or $4 million from the first quarter.

• The average yield on total loans increased 27 basis points to 3.62% from the year ago quarter and increased 11 basis points from the prior quarter.

• The average cost of interest-bearing deposits increased 20 basis points to 0.51% from the year ago quarter and increased 9 basis points from the prior quarter.

Noninterest Income

Second quarter total noninterest income of $82 million improved modestly from the year ago quarter and increased 3%, or $3 million from the prior quarter.

With respect to second quarter noninterest income line items:

• Card-based and other nondeposit fees were up $1 million from the year ago and prior quarters.

• Mortgage banking was up $1 million from the year ago quarter primarily driven by a favorable change in the mortgage servicing rights valuation.

• Combined, trust service fees and brokerage and annuity commissions were up over $1 million year over year and up from the first quarter.

Noninterest Expense

Second quarter total noninterest expense of $176 million was up $2 million, or 1% from the year ago quarter and up $3 million, or 2% from the prior quarter. The year-to-date efficiency ratio improved by over 200 basis points from the comparable period last year.

With respect to second quarter noninterest expense line items:

• Personnel expense was up $3 million from the year ago quarter primarily driven by increased health insurance costs.

• Technology expense was up $1 million from the year ago and prior quarters as the Company continues to invest in solutions that drive operational efficiency.

• All other noninterest expense line items, collectively, decreased $2 million from the year ago quarter and increased $2 million from the prior quarter.

Taxes

Second quarter income tax expense was $20 million with an effective tax rate of 26%, compared to $21 million and 30% in the year ago quarter, and $21 million and 27% in the prior quarter. The second quarter’s lower effective tax rate benefited from a partial release of reserves due a favorable state tax court ruling.

Credit

The second quarter provision for credit losses of $12 million was down $2 million from the year ago quarter, but up $3 million from the prior quarter.

• Potential problem loans of $263 million were down $194 million from the year ago quarter and down $77 million from the prior quarter.

• Nonaccrual loans of $232 million were down $51 million from the year ago quarter and down $28 million from the prior quarter. The nonaccrual loans to total loans ratio improved to 1.12% in the second quarter, compared to 1.43% in the year ago quarter, and 1.29% in the prior quarter.

• Second quarter net charge offs of $13 million were down $8 million from the year ago quarter and up $7 million from the prior quarter.

• The allowance for loan losses of $281 million was up $13 million from the year ago quarter and was down $2 million from the prior quarter. The allowance for loan losses to total loans ratio was 1.35% in the second quarter and the year ago quarter compared to 1.40% in the prior quarter.

• The allowance related to the oil and gas portfolio was $33 million at June 30, 2017 and represented 5.4% of total oil and gas loans.

Capital

The Company’s capital position remains strong, with a CET1 ratio of 9.9% at June 30, 2017. The Company’s capital ratios continue to be in excess of the Basel III “well-capitalized” regulatory benchmarks on a fully phased in basis.

SECOND QUARTER 2017 EARNINGS RELEASE CONFERENCE CALL

The Company will host a conference call for investors and analysts at 4:00 p.m. Central Time (CT) today, July 20, 2017. Interested parties can access the live webcast of the call through the Investor Relations section of the Company’s website, http://investor.associatedbank.com. Parties may also dial into the call at 877-407-8037 (domestic) or 201-689-8037 (international) and request the Associated Banc-Corp second quarter 2017 earnings call. The second quarter 2017 financial tables with an accompanying slide presentation will be available on the Company’s website just prior to the call. An audio archive of the webcast will be available on the Company’s website approximately fifteen minutes after the call is over.

ABOUT ASSOCIATED BANC-CORP

Associated Banc-Corp (NYSE: ASB) has total assets of nearly $30 billion and is one of the top 50 publicly traded U.S. bank holding companies. Headquartered in Green Bay, Wisconsin, Associated is a leading Midwest banking franchise, offering a full range of financial products and services from over 200 banking locations serving more than 100 communities throughout Wisconsin, Illinois and Minnesota, and commercial financial services in Indiana, Michigan, Missouri, Ohio, and Texas. Associated Bank, N.A. is an Equal Housing Lender, Equal Opportunity Lender and Member FDIC. More information about Associated Banc-Corp is available at www.associatedbank.com.

FORWARD LOOKING STATEMENTS

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

NON-GAAP FINANCIAL MEASURES

This press release and related materials may contain references to measures which are not defined in generally accepted accounting principles (“GAAP”). Information concerning these non-GAAP financial measures can be found in the financial tables.

# # #

Associated Banc-Corp

Consolidated Balance Sheets (Unaudited)

(In thousands)	Jun 30, 2017			Mar 31, 2017			Seql Qtr $ Change			Dec 31, 2016			Sep 30, 2016			Jun 30, 2016			Comp Qtr $ Change
Assets
Cash and due from banks	$	396,677		$	332,601		$	64,076		$	446,558		$	356,047		$	333,000		$	63,677
Interest-bearing deposits in other financial institutions		126,232			337,167			(210,935	)		149,175			240,010			131,680			(5,448	)
Federal funds sold and securities purchased under agreements to resell		43,000			19,700			23,300			46,500			14,250			13,200			29,800
Investment securities held to maturity, at amortized cost		2,255,395			1,554,843			700,552			1,273,536			1,253,494			1,236,140			1,019,255
Investment securities available for sale, at fair value		3,687,470			4,300,490			(613,020	)		4,680,226			4,846,088			4,801,766			(1,114,296	)
Federal Home Loan Bank and Federal Reserve Bank stocks, at cost		181,180			139,273			41,907			140,001			140,215			194,501			(13,321	)
Residential loans held for sale(1)		41,620			34,051			7,569			108,010			213,883			253,682			(212,062	)
Commercial loans held for sale		4,772			2,901			1,871			12,474			16,912			30,694			(25,922	)
Loans		20,783,069			20,147,683			635,386			20,054,716			19,844,005			19,815,286			967,783
Allowance for loan losses		(281,101	)		(282,672	)		1,571			(278,335	)		(269,540	)		(267,780	)		(13,321	)
Loans, net		20,501,968			19,865,011			636,957			19,776,381			19,574,465			19,547,506			954,462
Premises and equipment, net		328,404			332,884			(4,480	)		330,315			329,726			331,427			(3,023	)
Goodwill		972,006			972,006			—			971,951			971,951			971,951			55
Mortgage servicing rights, net		59,395			60,702			(1,307	)		61,476			58,414			57,474			1,921
Other intangible assets, net		14,530			15,026			(496	)		15,377			15,902			16,427			(1,897	)
Trading assets		48,576			49,306			(730	)		52,398			60,780			77,112			(28,536	)
Other assets		1,107,800			1,093,896			13,904			1,074,937			1,060,627			1,042,139			65,661
Total assets	$	29,769,025		$	29,109,857		$	659,168		$	29,139,315		$	29,152,764		$	29,038,699		$	730,326
Liabilities and Stockholders’ Equity
Noninterest-bearing demand deposits	$	5,038,162		$	5,338,212		$	(300,050	)	$	5,392,208		$	5,337,677		$	5,039,336		$	(1,174	)
Interest-bearing deposits		16,580,018			16,489,823			90,195			16,496,240			16,410,035			15,253,514			1,326,504
Total deposits		21,618,180			21,828,035			(209,855	)		21,888,448			21,747,712			20,292,850			1,325,330
Federal funds purchased and securities sold under agreements to repurchase		607,669			650,188			(42,519	)		508,347			698,772			509,150			98,519
Other short-term funding		794,813			430,679			364,134			583,688			541,321			1,402,407			(607,594	)
Long-term funding		3,262,120			2,761,955			500,165			2,761,795			2,761,635			3,511,475			(249,355	)
Trading liabilities		47,143			47,561			(418	)		51,103			62,301			79,466			(32,323	)
Accrued expenses and other liabilities		247,598			246,645			953			254,622			243,908			213,204			34,394
Total liabilities		26,577,523			25,965,063			612,460			26,048,003			26,055,649			26,008,552			568,971
Stockholders’ Equity
Preferred equity		159,929			159,929			—			159,929			159,929			120,201			39,728
Common equity:
Common stock		1,630			1,630			—			1,630			1,630			1,630			—
Surplus		1,474,301			1,469,744			4,557			1,459,498			1,459,161			1,453,285			21,016
Retained earnings		1,747,632			1,709,514			38,118			1,695,764			1,662,778			1,629,915			117,717
Accumulated other comprehensive income (loss)		(53,470	)		(56,344	)		2,874			(54,679	)		(1,254	)		13,453			(66,923	)
Treasury stock, at cost		(138,520	)		(139,679	)		1,159			(170,830	)		(185,129	)		(188,337	)		49,817
Total common equity		3,031,573			2,984,865			46,708			2,931,383			2,937,186			2,909,946			121,627
Total stockholders’ equity		3,191,502			3,144,794			46,708			3,091,312			3,097,115			3,030,147			161,355
Total liabilities and stockholders’ equity	$	29,769,025		$	29,109,857		$	659,168		$	29,139,315		$	29,152,764		$	29,038,699		$	730,326

(1) Effective January 1, 2017, residential loans originated for sale are accounted for under the fair value option. Prior periods have not been restated.

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Associated Banc-Corp

Consolidated Statements of Income (Unaudited)

							Comp Qtr						YTD			YTD		Comp YTD
(in thousands, except per share data)	2Q17			2Q16			$ Change			% Change			Jun 2017			Jun 2016		$ Change			% Change
Interest Income
Interest and fees on loans	$	184,246		$	163,059		$	21,187			13	%	$	357,895		$	322,715	$	35,180			11	%
Interest and dividends on investment securities:
Taxable		23,658			24,270			(612	)		(3	)%		47,133			49,786		(2,653	)		(5	)%
Tax-exempt		8,143			7,894			249			3	%		16,272			15,724		548			3	%
Other interest		1,553			1,318			235			18	%		3,089			2,385		704			30	%
Total interest income		217,600			196,541			21,059			11	%		424,389			390,610		33,779			9	%
Interest Expense
Interest on deposits		21,180			11,678			9,502			81	%		38,104			23,444		14,660			63	%
Interest on Federal funds purchased and securities sold under agreements to repurchase		824			378			446			118	%		1,339			674		665			99	%
Interest on other short-term funding		1,827			845			982			116	%		2,907			1,360		1,547			114	%
Interest on long-term funding		9,950			6,923			3,027			44	%		17,946			16,428		1,518			9	%
Total interest expense		33,781			19,824			13,957			70	%		60,296			41,906		18,390			44	%
Net Interest Income		183,819			176,717			7,102			4	%		364,093			348,704		15,389			4	%
Provision for credit losses		12,000			14,000			(2,000	)		(14	)%		21,000			34,000		(13,000	)		(38	)%
Net interest income after provision for credit losses		171,819			162,717			9,102			6	%		343,093			314,704		28,389			9	%
Noninterest Income
Trust service fees		12,346			11,509			837			7	%		24,281			22,956		1,325			6	%
Service charges on deposit accounts		16,030			16,444			(414	)		(3	)%		32,386			32,717		(331	)		(1	)%
Card-based and other nondeposit fees		13,764			12,717			1,047			8	%		26,229			24,708		1,521			6	%
Insurance commissions		20,853			22,005			(1,152	)		(5	)%		42,473			43,387		(914	)		(2	)%
Brokerage and annuity commissions		4,346			4,098			248			6	%		8,679			7,892		787			10	%
Mortgage banking, net		5,027			4,067			960			24	%		9,606			8,271		1,335			16	%
Capital market fees, net		4,042			3,793			249			7	%		7,925			7,331		594			8	%
Bank owned life insurance income		3,899			2,973			926			31	%		6,514			7,743		(1,229	)		(16	)%
Asset gains (losses), net		(466	)		(343	)		(123	)		36	%		(700	)		181		(881	)		N/M
Investment securities gains (losses), net		356			3,116			(2,760	)		(89	)%		356			6,214		(5,858	)		(94	)%
Other		2,213			1,789			424			24	%		4,492			3,960		532			13	%
Total noninterest income		82,410			82,168			242			—	%		162,241			165,360		(3,119	)		(2	)%
Noninterest Expense
Personnel expense		104,683			102,129			2,554			3	%		209,102			203,527		5,575			3	%
Occupancy		12,832			13,215			(383	)		(3	)%		28,051			27,017		1,034			4	%
Equipment		5,234			5,396			(162	)		(3	)%		10,719			10,842		(123	)		(1	)%
Technology		15,473			14,450			1,023			7	%		29,893			28,714		1,179			4	%
Business development and advertising		7,152			6,591			561			9	%		12,987			14,802		(1,815	)		(12	)%
Other intangible amortization		496			539			(43	)		(8	)%		1,009			1,043		(34	)		(3	)%
Loan expense		2,974			3,442			(468	)		(14	)%		5,594			6,663		(1,069	)		(16	)%
Legal and professional fees		5,711			4,856			855			18	%		9,877			9,881		(4	)		—	%
Foreclosure / OREO expense, net		1,182			1,330			(148	)		(11	)%		2,687			3,207		(520	)		(16	)%
FDIC expense		8,000			8,750			(750	)		(9	)%		16,000			16,500		(500	)		(3	)%
Other		12,579			13,662			(1,083	)		(8	)%		24,088			26,135		(2,047	)		(8	)%
Total noninterest expense		176,316			174,360			1,956			1	%		350,007			348,331		1,676			—	%
Income before income taxes		77,913			70,525			7,388			10	%		155,327			131,733		23,594			18	%
Income tax expense		19,930			21,434			(1,504	)		(7	)%		41,074			40,108		966			2	%
Net income		57,983			49,091			8,892			18	%		114,253			91,625		22,628			25	%
Preferred stock dividends		2,339			2,169			170			8	%		4,669			4,367		302			7	%
Net income available to common equity	$	55,644		$	46,922		$	8,722			19	%	$	109,584		$	87,258	$	22,326			26	%
Earnings Per Common Share:
Basic	$	0.36		$	0.31		$	0.05			16	%	$	0.72		$	0.58	$	0.14			24	%
Diluted	$	0.36		$	0.31		$	0.05			16	%	$	0.71		$	0.58	$	0.13			22	%
Average Common Shares Outstanding:
Basic		151,573			148,511			3,062			2	%		151,196			148,556		2,640			2	%
Diluted		154,302			149,530			4,772			3	%		154,147			149,518		4,629			3	%
N/M - Not meaningful

Page 7

Associated Banc-Corp

Consolidated Statements of Income (Unaudited)—Quarterly Trend

							Seql Qtr														Comp Qtr
(In thousands, except per share data)	2Q17			1Q17			$ Change			% Change			4Q16		3Q16			2Q16			$ Change			% Change
Interest Income
Interest and fees on loans	$	184,246		$	173,649		$	10,597			6	%	$	169,473	$	167,350		$	163,059		$	21,187			13	%
Interest and dividends on investment securities:
Taxable		23,658			23,475			183			1	%		22,418		22,948			24,270			(612	)		(3	)%
Tax-exempt		8,143			8,129			14			—	%		8,184		8,141			7,894			249			3	%
Other interest		1,553			1,536			17			1	%		1,380		1,064			1,318			235			18	%
Total interest income		217,600			206,789			10,811			5	%		201,455		199,503			196,541			21,059			11	%
Interest Expense
Interest on deposits		21,180			16,924			4,256			25	%		13,773		13,118			11,678			9,502			81	%
Interest on Federal funds purchased and securities sold under agreements to repurchase		824			515			309			60	%		314		326			378			446			118	%
Interest on other short-term funding		1,827			1,080			747			69	%		458		296			845			982			116	%
Interest on long-term funding		9,950			7,996			1,954			24	%		6,875		7,229			6,923			3,027			44	%
Total interest expense		33,781			26,515			7,266			27	%		21,420		20,969			19,824			13,957			70	%
Net Interest Income		183,819			180,274			3,545			2	%		180,035		178,534			176,717			7,102			4	%
Provision for credit losses		12,000			9,000			3,000			33	%		15,000		21,000			14,000			(2,000	)		(14	)%
Net interest income after provision for credit losses		171,819			171,274			545			—	%		165,035		157,534			162,717			9,102			6	%
Noninterest Income
Trust service fees		12,346			11,935			411			3	%		12,211		11,700			11,509			837			7	%
Service charges on deposit accounts		16,030			16,356			(326	)		(2	)%		16,447		17,445			16,444			(414	)		(3	)%
Card-based and other nondeposit fees		13,764			12,465			1,299			10	%		12,592		12,777			12,717			1,047			8	%
Insurance commissions		20,853			21,620			(767	)		(4	)%		17,977		19,431			22,005			(1,152	)		(5	)%
Brokerage and annuity commissions		4,346			4,333			13			—	%		4,188		4,155			4,098			248			6	%
Mortgage banking, net		5,027			4,579			448			10	%		11,559		18,291			4,067			960			24	%
Capital market fees, net		4,042			3,883			159			4	%		7,716		7,012			3,793			249			7	%
Bank owned life insurance income		3,899			2,615			1,284			49	%		3,338		3,290			2,973			926			31	%
Asset gains (losses), net		(466	)		(234	)		(232	)		99	%		767		(1,034	)		(343	)		(123	)		36	%
Investment securities gains (losses), net		356			—			356			N/M			3,115		(13	)		3,116			(2,760	)		(89	)%
Other		2,213			2,279			(66	)		(3	)%		2,379		2,180			1,789			424			24	%
Total noninterest income		82,410			79,831			2,579			3	%		92,289		95,234			82,168			242			—	%
Noninterest Expense
Personnel expense		104,683			104,419			264			—	%		107,491		103,819			102,129			2,554			3	%
Occupancy		12,832			15,219			(2,387	)		(16	)%		13,690		15,362			13,215			(383	)		(3	)%
Equipment		5,234			5,485			(251	)		(5	)%		5,328		5,319			5,396			(162	)		(3	)%
Technology		15,473			14,420			1,053			7	%		14,413		14,173			14,450			1,023			7	%
Business development and advertising		7,152			5,835			1,317			23	%		6,298		5,251			6,591			561			9	%
Other intangible amortization		496			513			(17	)		(3	)%		525		525			539			(43	)		(8	)%
Loan expense		2,974			2,620			354			14	%		3,443		3,535			3,442			(468	)		(14	)%
Legal and professional fees		5,711			4,166			1,545			37	%		5,184		4,804			4,856			855			18	%
Foreclosure / OREO expense, net		1,182			1,505			(323	)		(21	)%		677		960			1,330			(148	)		(11	)%
FDIC expense		8,000			8,000			—			—	%		9,250		9,000			8,750			(750	)		(9	)%
Other		12,579			11,509			1,070			9	%		12,616		12,566			13,662			(1,083	)		(8	)%
Total noninterest expense		176,316			173,691			2,625			2	%		178,915		175,314			174,360			1,956			1	%
Income before income taxes		77,913			77,414			499			1	%		78,409		77,454			70,525			7,388			10	%
Income tax expense		19,930			21,144			(1,214	)		(6	)%		23,576		23,638			21,434			(1,504	)		(7	)%
Net income		57,983			56,270			1,713			3	%		54,833		53,816			49,091			8,892			18	%
Preferred stock dividends		2,339			2,330			9			—	%		2,348		2,188			2,169			170			8	%
Net income available to common equity	$	55,644		$	53,940		$	1,704			3	%	$	52,485	$	51,628		$	46,922		$	8,722			19	%
Earnings Per Common Share:
Basic	$	0.36		$	0.36		$	—			—	%	$	0.35	$	0.34		$	0.31		$	0.05			16	%
Diluted	$	0.36		$	0.35		$	0.01			3	%	$	0.34	$	0.34		$	0.31		$	0.05			16	%
Average Common Shares Outstanding:
Basic		151,573			150,815			758			1	%		149,253		148,708			148,511			3,062			2	%
Diluted		154,302			153,869			433			—	%		151,563		149,973			149,530			4,772			3	%
N/M - Not meaningful

Page 8

Associated Banc-Corp

Selected Quarterly Information

($ in millions, except share and per share, full time equivalent employee data and branch count)	YTD Jun 2017			YTD Jun 2016			2Q17			1Q17			4Q16			3Q16			2Q16
Per Common Share Data
Dividends	$	0.24		$	0.22		$	0.12		$	0.12		$	0.12		$	0.11		$	0.11
Market value:
High		26.50			18.84			25.50			26.50			25.15			19.91			18.84
Low		23.25			15.48			23.25			23.40			19.05			16.49			15.84
Close		25.20			17.15			25.20			24.40			24.70			19.59			17.15
Book value		19.70			19.27			19.70			19.42			19.27			19.42			19.27
Tangible book value / share	$	13.29		$	12.72		$	13.29		$	13.00		$	12.78		$	12.89		$	12.72
Performance Ratios (Annualized)
Return on average assets		0.79	%		0.66	%		0.80	%		0.79	%		0.75	%		0.74	%		0.69	%
Effective tax rate		26.44	%		30.45	%		25.58	%		27.31	%		30.07	%		30.52	%		30.39	%
Dividend payout ratio(1)		33.33	%		37.93	%		32.43	%		33.33	%		34.29	%		32.35	%		35.48	%
Net interest margin		2.83	%		2.81	%		2.83	%		2.84	%		2.80	%		2.77	%		2.81	%
Selected Trend Information
Average full time equivalent employees		4,361			4,394			4,352			4,370			4,439			4,477			4,415
Branch count								214			215			217			217			215
Trust assets under management, at market value							$	8,997		$	8,716		$	8,302		$	8,179		$	7,944
Mortgage loans originated for sale during period	$	220		$	518		$	119		$	101		$	287		$	466		$	324
Mortgage loan settlements during period	$	364		$	492		$	167		$	197		$	396		$	655		$	270
Mortgage portfolio serviced for others							$	7,768		$	7,909		$	7,975		$	8,011		$	7,776
Mortgage servicing rights, net / mortgage portfolio serviced for others								0.76	%		0.77	%		0.77	%		0.73	%		0.74	%
Shares outstanding, end of period								153,848			153,734			152,121			151,243			151,036
Selected Quarterly Ratios
Loans / deposits								96.14	%		92.30	%		91.62	%		91.25	%		97.65	%
Stockholders’ equity / assets								10.72	%		10.80	%		10.61	%		10.62	%		10.43	%
Risk-based Capital (2) (3)
Total risk-weighted assets							$	21,590		$	21,129		$	21,341		$	21,265		$	21,168
Common equity Tier 1							$	2,130		$	2,085		$	2,033		$	1,984		$	1,941
Common equity Tier 1 capital ratio								9.87	%		9.87	%		9.52	%		9.33	%		9.17	%
Tier 1 capital ratio								10.61	%		10.62	%		10.27	%		10.08	%		9.73	%
Total capital ratio								13.01	%		13.05	%		12.68	%		12.49	%		12.16	%
Tier 1 leverage ratio								8.09	%		8.05	%		7.83	%		7.64	%		7.43	%

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

(2) The Federal Reserve establishes regulatory capital requirements, including well-capitalized standards for the Corporation. The regulatory capital requirements effective for the Corporation follow Basel III, subject to certain transition provisions.

(3) June 30, 2017 data is estimated.

Page 9

Associated Banc-Corp

Selected Asset Quality Information    

(In thousands)	Jun 30, 2017			Mar 31, 2017			Seql Qtr % Change			Dec 31, 2016			Sep 30, 2016			Jun 30, 2016			Comp Qtr % Change
Allowance for Loan Losses
Balance at beginning of period	$	282,672		$	278,335			2	%	$	269,540		$	267,780		$	277,370			2	%
Provision for loan losses		11,000			10,000			10	%		18,000			20,000			11,000			—	%
Charge offs		(15,376	)		(11,854	)		30	%		(11,609	)		(28,964	)		(24,621	)		(38	)%
Recoveries		2,805			6,191			(55	)%		2,404			10,724			4,031			(30	)%
Net charge offs		(12,571	)		(5,663	)		122	%		(9,205	)		(18,240	)		(20,590	)		(39	)%
Balance at end of period	$	281,101		$	282,672			(1	)%	$	278,335		$	269,540		$	267,780			5	%
Allowance for Unfunded Commitments
Balance at beginning of period	$	24,400		$	25,400			(4	)%	$	28,400		$	27,400		$	24,400			—	%
Provision for unfunded commitments		1,000			(1,000	)		(200	)%		(3,000	)		1,000			3,000			(67	)%
Balance at end of period	$	25,400		$	24,400			4	%	$	25,400		$	28,400		$	27,400			(7	)%
Allowance for credit losses	$	306,501		$	307,072			—	%	$	303,735		$	297,940		$	295,180			4	%
Provision for credit losses	$	12,000		$	9,000			33	%	$	15,000		$	21,000		$	14,000			(14	)%
Net Charge Offs	Jun 30, 2017			Mar 31, 2017			Seql Qtr % Change			Dec 31, 2016			Sep 30, 2016			Jun 30, 2016			Comp Qtr % Change
Commercial and industrial	$	(11,046	)	$	(4,368	)		153	%	$	(6,566	)	$	(16,407	)	$	(18,564	)		(40	)%
Commercial real estate—owner occupied		43			19			126	%		(221	)		(154	)		(20	)		N/M
Commercial and business lending		(11,003	)		(4,349	)		153	%		(6,787	)		(16,561	)		(18,584	)		(41	)%
Commercial real estate—investor		(126	)		(514	)		(75	)%		5			(564	)		(560	)		(78	)%
Real estate construction		(26	)		11			N/M			(86	)		(22	)		(219	)		(88	)%
Commercial real estate lending		(152	)		(503	)		(70	)%		(81	)		(586	)		(779	)		(80	)%
Total commercial		(11,155	)		(4,852	)		130	%		(6,868	)		(17,147	)		(19,363	)		(42	)%
Residential mortgage		(564	)		(128	)		N/M			(1,048	)		(540	)		(757	)		(25	)%
Home equity		54			173			(69	)%		(491	)		125			317			(83	)%
Other consumer		(906	)		(856	)		6	%		(798	)		(678	)		(787	)		15	%
Total consumer		(1,416	)		(811	)		75	%		(2,337	)		(1,093	)		(1,227	)		15	%
Total net charge offs	$	(12,571	)	$	(5,663	)		122	%	$	(9,205	)	$	(18,240	)	$	(20,590	)		(39	)%
Net Charge Offs to Average Loans (in basis points)*	Jun 30, 2017			Mar 31, 2017						Dec 31, 2016			Sep 30, 2016			Jun 30, 2016
Commercial and industrial		(69	)		(28	)					(40	)		(98	)		(114	)
Commercial real estate—owner occupied		2			1						(10	)		(7	)		(1	)
Commercial and business lending		(60	)		(24	)					(36	)		(87	)		(100	)
Commercial real estate—investor		(2	)		(6	)					N/M			(6	)		(7	)
Real estate construction		(1	)		N/M						(3	)		(1	)		(7	)
Commercial real estate lending		(1	)		(4	)					(1	)		(5	)		(7	)
Total commercial		(36	)		(16	)					(22	)		(55	)		(64	)
Residential mortgage		(3	)		(1	)					(7	)		(3	)		(5	)
Home equity		2			8						(21	)		5			13
Other consumer		(98	)		(90	)					(80	)		(67	)		(78	)
Total consumer		(7	)		(4	)					(12	)		(6	)		(7	)
Total net charge offs		(25	)		(11	)					(18	)		(36	)		(42	)
Credit Quality	Jun 30, 2017			Mar 31, 2017			Seql Qtr % Change			Dec 31, 2016			Sep 30, 2016			Jun 30, 2016			Comp Qtr % Change
Nonaccrual loans	$	231,888		$	259,991			(11	)%	$	275,303		$	289,911		$	282,602			(18	)%
Other real estate owned (OREO)		7,782			7,540			3	%		10,274			14,499			13,669			(43	)%
Other nonperforming assets		7,418			7,418			—	%		7,418			—			—			N/M
Total nonperforming assets	$	247,088		$	274,949			(10	)%	$	292,995		$	304,410		$	296,271			(17	)%
Loans 90 or more days past due and still accruing	$	1,535		$	1,720			(11	)%	$	1,613		$	1,511		$	1,494			3	%
Allowance for loan losses to loans		1.35	%		1.40	%					1.39	%		1.36	%		1.35	%
Allowance for loan losses to nonaccrual loans		121.22	%		108.72	%					101.10	%		92.97	%		94.76	%
Nonaccrual loans to total loans		1.12	%		1.29	%					1.37	%		1.46	%		1.43	%
Nonperforming assets to total loans plus OREO		1.19	%		1.36	%					1.46	%		1.53	%		1.49	%
Nonperforming assets to total assets		0.83	%		0.94	%					1.01	%		1.04	%		1.02	%
Year-to-date net charge offs to average loans *		0.18	%		0.11	%					0.33	%		0.38	%		0.39	%

* Annualized

N/M = Not meaningful

Page 10

Associated Banc-Corp

Selected Asset Quality Information (continued)

(in thousands)	Jun 30, 2017		Mar 31, 2017		Seql Qtr % Change			Dec 31, 2016		Sep 30, 2016		Jun 30, 2016		Comp Qtr % Change
Nonaccrual loans
Commercial and industrial	$	141,475	$	164,891		(14	)%	$	183,371	$	205,902	$	193,439		(27	)%
Commercial real estate—owner occupied		15,800		17,925		(12	)%		9,544		6,995		9,635		64	%
Commercial and business lending		157,275		182,816		(14	)%		192,915		212,897		203,074		(23	)%
Commercial real estate—investor		7,206		8,273		(13	)%		18,051		8,028		11,528		(37	)%
Real estate construction		1,717		1,247		38	%		844		864		957		79	%
Commercial real estate lending		8,923		9,520		(6	)%		18,895		8,892		12,485		(29	)%
Total commercial		166,198		192,336		(14	)%		211,810		221,789		215,559		(23	)%
Residential mortgage		51,975		54,183		(4	)%		50,236		53,475		52,300		(1	)%
Home equity		13,482		13,212		2	%		13,001		14,347		14,363		(6	)%
Other consumer		233		260		(10	)%		256		300		380		(39	)%
Total consumer		65,690		67,655		(3	)%		63,493		68,122		67,043		(2	)%
Total nonaccrual loans	$	231,888	$	259,991		(11	)%	$	275,303	$	289,911	$	282,602		(18	)%
Restructured loans (accruing)	Jun 30, 2017		Mar 31, 2017		Seql Qtr % Change			Dec 31, 2016		Sep 30, 2016		Jun 30, 2016		Comp Qtr % Change
Commercial and industrial	$	31,540	$	30,852		2	%	$	31,884	$	30,248	$	29,179		8	%
Commercial real estate—owner occupied		4,145		5,532		(25	)%		5,490		7,445		7,509		(45	)%
Commercial and business lending		35,685		36,384		(2	)%		37,374		37,693		36,688		(3	)%
Commercial real estate—investor		14,628		14,563		—	%		15,289		15,352		20,191		(28	)%
Real estate construction		321		327		(2	)%		359		365		372		(14	)%
Commercial real estate lending		14,949		14,890		—	%		15,648		15,717		20,563		(27	)%
Total commercial		50,634		51,274		(1	)%		53,022		53,410		57,251		(12	)%
Residential mortgage		17,624		18,535		(5	)%		18,100		18,049		18,314		(4	)%
Home equity		7,985		8,209		(3	)%		7,756		7,685		6,955		15	%
Other consumer		1,082		1,041		4	%		979		926		906		19	%
Total consumer		26,691		27,785		(4	)%		26,835		26,660		26,175		2	%
Total restructured loans (accruing)	$	77,325	$	79,059		(2	)%	$	79,857	$	80,070	$	83,426		(7	)%
Restructured loans included in nonaccrual loans (not included with restructed loans (accruing))	$	51,715	$	78,902		(34	)%	$	29,385	$	31,758	$	34,841		48	%
Accruing Loans 30-89 Days Past Due	Jun 30, 2017		Mar 31, 2017		Seql Qtr % Change			Dec 31, 2016		Sep 30, 2016		Jun 30, 2016		Comp Qtr % Change
Commercial and industrial	$	1,255	$	1,675		(25	)%	$	1,413	$	950	$	2,124		(41	)%
Commercial real estate—owner occupied		1,284		970		32	%		1,384		869		193		N/M
Commercial and business lending		2,539		2,645		(4	)%		2,797		1,819		2,317		10	%
Commercial real estate—investor		899		1,122		(20	)%		931		630		2,715		(67	)%
Real estate construction		135		431		(69	)%		369		402		524		(74	)%
Commercial real estate lending		1,034		1,553		(33	)%		1,300		1,032		3,239		(68	)%
Total commercial		3,573		4,198		(15	)%		4,097		2,851		5,556		(36	)%
Residential mortgage		9,165		7,243		27	%		8,142		6,697		7,382		24	%
Home equity		5,924		4,512		31	%		5,849		5,473		7,730		(23	)%
Other consumer		1,746		1,658		5	%		3,189		2,046		1,895		(8	)%
Total consumer		16,835		13,413		26	%		17,180		14,216		17,007		(1	)%
Total accruing loans 30-89 days past due	$	20,408	$	17,611		16	%	$	21,277	$	17,067	$	22,563		(10	)%
Potential Problem Loans	Jun 30, 2017		Mar 31, 2017		Seql Qtr % Change			Dec 31, 2016		Sep 30, 2016		Jun 30, 2016		Comp Qtr % Change
Commercial and industrial	$	142,607	$	218,930		(35	)%	$	227,196	$	351,290	$	379,818		(62	)%
Commercial real estate—owner occupied		60,724		58,994		3	%		64,524		47,387		45,671		33	%
Commercial and business lending		203,331		277,924		(27	)%		291,720		398,677		425,489		(52	)%
Commercial real estate—investor		48,569		49,217		(1	)%		51,228		36,765		25,081		94	%
Real estate construction		8,901		10,141		(12	)%		2,465		1,929		2,117		N/M
Commercial real estate lending		57,470		59,358		(3	)%		53,693		38,694		27,198		111	%
Total commercial		260,801		337,282		(23	)%		345,413		437,371		452,687		(42	)%
Residential mortgage		1,576		2,155		(27	)%		5,615		3,226		3,953		(60	)%
Home equity		208		220		(5	)%		114		78		94		121	%
Total consumer		1,784		2,375		(25	)%		5,729		3,304		4,047		(56	)%
Total potential problem loans	$	262,585	$	339,657		(23	)%	$	351,142	$	440,675	$	456,734		(43	)%

N/M = Not meaningful

Page 11

Associated Banc-Corp

Net Interest Income Analysis—Fully Tax-Equivalent Basis — Sequential and Comparable Quarter    

	Quarter ended,
	June 30, 2017							March 31, 2017							June 30, 2016
(In thousands)	Average Balance		Interest Income / Expense		Average Yield / Rate			Average Balance		Interest Income / Expense		Average Yield / Rate			Average Balance		Interest Income / Expense		Average Yield / Rate
Assets
Earning assets:
Loans: (1) (2) (3)
Commercial and business lending	$	7,321,523	$	65,507		3.59	%	$	7,199,481	$	60,680		3.42	%	$	7,474,633	$	59,088		3.18	%
Commercial real estate lending		4,964,257		47,562		3.84	%		4,999,994		45,135		3.66	%		4,654,111		40,169		3.47	%
Total commercial		12,285,780		113,069		3.69	%		12,199,475		105,815		3.52	%		12,128,744		99,257		3.29	%
Residential mortgage		6,957,865		56,097		3.23	%		6,564,600		53,306		3.25	%		6,129,924		48,382		3.16	%
Retail		1,278,345		16,048		5.03	%		1,308,650		15,450		4.74	%		1,383,317		16,378		4.74	%
Total loans		20,521,990		185,214		3.62	%		20,072,725		174,571		3.51	%		19,641,985		164,017		3.35	%
Investment securities:
Taxable		4,781,488		23,658		1.98	%		4,830,421		23,475		1.94	%		4,967,437		24,270		1.95	%
Tax-exempt(1)		1,143,736		12,459		4.36	%		1,138,010		12,438		4.37	%		1,064,252		12,077		4.54	%
Other short-term investments		297,341		1,553		2.09	%		298,158		1,536		2.08	%		294,375		1,318		1.80	%
Investments and other		6,222,565		37,670		2.42	%		6,266,589		37,449		2.39	%		6,326,064		37,665		2.38	%
Total earning assets		26,744,555	$	222,884		3.34	%		26,339,314	$	212,020		3.24	%		25,968,049	$	201,682		3.12	%
Other assets, net		2,454,351							2,441,013							2,674,427
Total assets	$	29,198,906						$	28,780,327						$	28,642,476
Liabilities and stockholders’ equity
Interest-bearing liabilities:
Interest-bearing deposits:
Savings	$	1,541,129	$	201		0.05	%	$	1,465,811	$	188		0.05	%	$	1,445,020	$	228		0.06	%
Interest-bearing demand		4,272,620		5,506		0.52	%		4,251,357		4,210		0.40	%		3,640,733		2,144		0.24	%
Money market		9,064,874		11,763		0.52	%		9,169,141		9,388		0.42	%		8,692,782		6,309		0.29	%
Time deposits		1,752,255		3,710		0.85	%		1,613,331		3,138		0.79	%		1,540,424		2,997		0.78	%
Total interest-bearing deposits		16,630,878		21,180		0.51	%		16,499,640		16,924		0.42	%		15,318,959		11,678		0.31	%
Federal funds purchased and securities sold under agreements to repurchase		489,571		824		0.67	%		495,311		515		0.42	%		674,360		378		0.23	%
Other short-term funding		842,305		1,827		0.87	%		683,306		1,080		0.64	%		1,209,511		845		0.28	%
Total short-term funding		1,331,876		2,651		0.80	%		1,178,617		1,595		0.55	%		1,883,871		1,223		0.26	%
Long-term funding		2,932,348		9,950		1.36	%		2,761,850		7,996		1.17	%		3,052,581		6,923		0.91	%
Total short and long-term funding		4,264,224		12,601		1.18	%		3,940,467		9,591		0.98	%		4,936,452		8,146		0.66	%
Total interest-bearing liabilities		20,895,102	$	33,781		0.65	%		20,440,107	$	26,515		0.52	%		20,255,411	$	19,824		0.39	%
Noninterest-bearing demand deposits		4,892,271							4,966,082							4,969,994
Other liabilities		246,395							250,747							228,027
Stockholders’ equity		3,165,138							3,123,391							3,189,044
Total liabilities and stockholders’ equity	$	29,198,906						$	28,780,327						$	28,642,476
Interest rate spread						2.69	%						2.72	%						2.73	%
Net free funds						0.14	%						0.12	%						0.08	%
Fully tax-equivalent net interest income and net interest margin			$	189,103		2.83	%			$	185,505		2.84	%			$	181,858		2.81	%
Fully tax-equivalent adjustment				5,284							5,231							5,141
Net interest income			$	183,819						$	180,274						$	176,717

(1) The yield on tax-exempt loans and securities is computed on a fully tax-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 12

Associated Banc-Corp

Net Interest Income Analysis—Fully Tax-Equivalent Basis — Year Over Year

	Six Months ended June 30,
	2017							2016
(in thousands)	Average Balance		Interest Income /Expense		Average Yield /Rate			Average Balance		Interest Income /Expense		Average Yield /Rate
Assets
Earning assets:
Loans: (1) (2) (3)
Commercial and business lending	$	7,260,839	$	126,187		3.50	%	$	7,297,847	$	116,380		3.21	%
Commercial real estate lending		4,982,027		92,697		3.75	%		4,561,821		79,158		3.49	%
Total commercial		12,242,866		218,884		3.60	%		11,859,668		195,538		3.31	%
Residential mortgage		6,762,319		109,404		3.24	%		6,025,102		96,130		3.19	%
Retail		1,293,414		31,497		4.88	%		1,397,638		32,984		4.73	%
Total loans		20,298,599		359,785		3.56	%		19,282,408		324,652		3.38	%
Investment securities:
Taxable		4,805,819		47,133		1.96	%		5,000,754		49,786		1.99	%
Tax-exempt (1)		1,140,889		24,897		4.36	%		1,054,731		24,057		4.56	%
Other short-term investments		297,747		3,089		2.09	%		282,318		2,385		1.70	%
Investments and other		6,244,455		75,119		2.41	%		6,337,803		76,228		2.41	%
Total earning assets		26,543,054	$	434,904		3.29	%		25,620,211	$	400,880		3.14	%
Other assets, net		2,447,719							2,450,451
Total assets	$	28,990,773						$	28,070,662
Liabilities and stockholders’ equity
Interest-bearing liabilities:
Interest-bearing deposits:
Savings	$	1,503,678	$	389		0.05	%	$	1,406,333	$	464		0.07	%
Interest-bearing demand		4,262,047		9,716		0.46	%		3,430,571		4,176		0.24	%
Money market		9,116,719		21,150		0.47	%		9,062,514		12,753		0.28	%
Time deposits		1,683,177		6,849		0.82	%		1,549,351		6,051		0.79	%
Total interest-bearing deposits		16,565,621		38,104		0.46	%		15,448,769		23,444		0.31	%
Federal funds purchased and securities sold under agreements to repurchase		492,425		1,339		0.55	%		617,007		674		0.22	%
Other short-term funding		763,245		2,907		0.77	%		993,704		1,360		0.28	%
Total short-term funding		1,255,670		4,246		0.68	%		1,610,711		2,034		0.25	%
Long-term funding		2,847,570		17,946		1.27	%		2,817,560		16,428		1.17	%
Total short and long-term funding		4,103,240		22,192		1.09	%		4,428,271		18,462		0.84	%
Total interest-bearing liabilities		20,668,861	$	60,296		0.59	%		19,877,040	$	41,906		0.42	%
Noninterest-bearing demand deposits		4,928,973							4,983,197
Other liabilities		248,559							230,528
Stockholders’ equity		3,144,380							2,979,897
Total liabilities and stockholders’ equity	$	28,990,773						$	28,070,662
Interest rate spread						2.70	%						2.72	%
Net free funds						0.13	%						0.09	%
Fully tax-equivalent net interest income and net interest margin			$	374,608		2.83	%			$	358,974		2.81	%
Fully tax-equivalent adjustment				10,515							10,270
Net interest income			$	364,093						$	348,704

(1) The yield on tax exempt loans and securities is computed on a fully tax-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 13

Associated Banc-Corp

Loan and Deposit Composition

(In thousands)    

Period End Loan Composition	Jun 30, 2017		Mar 31, 2017		Seql Qtr % Change			Dec 31, 2016		Sep 30, 2016		Jun 30, 2016		Comp Qtr % Change
Commercial and industrial	$	6,571,000	$	6,300,646		4	%	$	6,489,014	$	6,721,557	$	6,701,986		(2	)%
Commercial real estate—owner occupied		845,336		878,391		(4	)%		897,724		892,678		921,736		(8	)%
Commercial and business lending		7,416,336		7,179,037		3	%		7,386,738		7,614,235		7,623,722		(3	)%
Commercial real estate—investor		3,329,585		3,415,355		(3	)%		3,574,732		3,530,370		3,495,791		(5	)%
Real estate construction		1,651,805		1,553,205		6	%		1,432,497		1,314,431		1,285,573		28	%
Commercial real estate lending		4,981,390		4,968,560		—	%		5,007,229		4,844,801		4,781,364		4	%
Total commercial		12,397,726		12,147,597		2	%		12,393,967		12,459,036		12,405,086		—	%
Residential mortgage		7,115,457		6,715,282		6	%		6,332,327		6,034,166		6,035,720		18	%
Home equity		897,111		911,969		(2	)%		934,443		951,594		968,771		(7	)%
Other consumer		372,775		372,835		—	%		393,979		399,209		405,709		(8	)%
Total consumer		8,385,343		8,000,086		5	%		7,660,749		7,384,969		7,410,200		13	%
Total loans	$	20,783,069	$	20,147,683		3	%	$	20,054,716	$	19,844,005	$	19,815,286		5	%
Period End Deposit and Customer Funding Composition	Jun 30, 2017		Mar 31, 2017		Seql Qtr % Change			Dec 31, 2016		Sep 30, 2016		Jun 30, 2016		Comp Qtr % Change
Noninterest-bearing demand	$	5,038,162	$	5,338,212		(6	)%	$	5,392,208	$	5,337,677	$	5,039,336		—	%
Savings		1,552,820		1,530,155		1	%		1,431,494		1,441,187		1,451,801		7	%
Interest-bearing demand		3,858,739		4,736,236		(19	)%		4,687,656		4,548,390		3,789,138		2	%
Money market		9,228,129		8,608,523		7	%		8,770,963		8,894,357		8,448,543		9	%
Brokered CDs		131,184		54,993		139	%		52,725		44,373		46,268		184	%
Other time		1,809,146		1,559,916		16	%		1,553,402		1,481,728		1,517,764		19	%
Total deposits		21,618,180		21,828,035		(1	)%		21,888,448		21,747,712		20,292,850		7	%
Customer funding		262,318		326,823		(20	)%		300,197		477,607		464,880		(44	)%
Total deposits and customer funding	$	21,880,498	$	22,154,858		(1	)%	$	22,188,645	$	22,225,319	$	20,757,730		5	%
Network transaction deposits (1)	$	3,220,956	$	3,417,380		(6	)%	$	3,895,467	$	3,730,513	$	3,141,214		3	%
Total deposits and customer funding, excluding Brokered CDs and network transaction deposits	$	18,528,358	$	18,682,485		(1	)%	$	18,240,453	$	18,450,433	$	17,570,248		5	%
Quarter Average Loan Composition	Jun 30, 2017		Mar 31, 2017		Seql Qtr % Change			Dec 31, 2016		Sep 30, 2016		Jun 30, 2016		Comp Qtr % Change
Commercial and industrial	$	6,449,250	$	6,313,389		2	%	$	6,514,974	$	6,674,688	$	6,559,613		(2	)%
Commercial real estate—owner occupied		872,273		886,092		(2	)%		891,836		902,782		915,020		(5	)%
Commercial and business lending		7,321,523		7,199,481		2	%		7,406,810		7,577,470		7,474,633		(2	)%
Commercial real estate—investor		3,359,817		3,502,769		(4	)%		3,546,559		3,532,861		3,448,741		(3	)%
Real estate construction		1,604,440		1,497,225		7	%		1,368,084		1,322,966		1,205,370		33	%
Commercial real estate lending		4,964,257		4,999,994		(1	)%		4,914,643		4,855,827		4,654,111		7	%
Total commercial		12,285,780		12,199,475		1	%		12,321,453		12,433,297		12,128,744		1	%
Residential mortgage		6,957,865		6,564,600		6	%		6,317,769		6,255,264		6,129,924		14	%
Home equity		906,208		923,896		(2	)%		942,620		961,034		975,313		(7	)%
Other consumer		372,137		384,754		(3	)%		395,228		403,181		408,004		(9	)%
Total consumer		8,236,210		7,873,250		5	%		7,655,617		7,619,479		7,513,241		10	%
Total loans	$	20,521,990	$	20,072,725		2	%	$	19,977,070	$	20,052,776	$	19,641,985		4	%
Quarter Average Deposit Composition	Jun 30, 2017		Mar 31, 2017		Seql Qtr % Change			Dec 31, 2016		Sep 30, 2016		Jun 30, 2016		Comp Qtr % Change
Noninterest-bearing demand	$	4,892,271	$	4,966,082		(1	)%	$	5,294,078	$	5,161,802	$	4,969,994		(2	)%
Savings		1,541,129		1,465,811		5	%		1,451,803		1,448,223		1,445,020		7	%
Interest-bearing demand		4,272,620		4,251,357		1	%		4,140,072		4,151,708		3,640,733		17	%
Money market		9,064,874		9,169,141		(1	)%		9,296,364		9,088,943		8,692,782		4	%
Time deposits		1,752,255		1,613,331		9	%		1,560,145		1,553,349		1,540,424		14	%
Total deposits	$	21,523,149	$	21,465,722		—	%	$	21,742,462	$	21,404,025	$	20,288,953		6	%

(1) Included above in interest-bearing demand and money market.

Page 14

Associated Banc-Corp

Non-GAAP Financial Measures Reconciliation

($ in millions)	YTD Jun 2017			YTD Jun 2016			2Q17			1Q17			4Q16			3Q16			2Q16
Tangible Common Equity Reconciliation (1)
Common equity							$	3,032		$	2,985		$	2,931		$	2,937		$	2,910
Goodwill and other intangible assets, net								(987	)		(987	)		(987	)		(988	)		(988	)
Tangible common equity							$	2,045		$	1,998		$	1,944		$	1,949		$	1,922
Tangible Assets Reconciliation (1)
Total assets							$	29,769		$	29,110		$	29,139		$	29,153		$	29,039
Goodwill and other intangible assets, net								(987	)		(987	)		(987	)		(988	)		(988	)
Tangible assets							$	28,782		$	28,123		$	28,152		$	28,165		$	28,051
Average Tangible Common Equity and Average Common Equity Tier 1 Reconciliation (1)
Common equity	$	2,985		$	2,859		$	3,005		$	2,963		$	2,925		$	2,911		$	2,869
Goodwill and other intangible assets, net		(987	)		(989	)		(987	)		(987	)		(988	)		(988	)		(989	)
Tangible common equity		1,998			1,870			2,018			1,976			1,937			1,923			1,880
Less: Accumulated other comprehensive income / loss		52			2			50			54			28			(3	)		1
Less: Deferred tax assets / deferred tax liabilities, net		31			33			32			32			33			33			32
Average common equity Tier 1	$	2,081		$	1,905		$	2,100		$	2,062		$	1,998		$	1,953		$	1,913
Selected Trend Information (2)
Trust service fees							$	12		$	12		$	12		$	12		$	12
Service charges on deposit accounts								16			16			16			18			16
Card-based and other nondeposit fees								14			13			13			13			13
Insurance commissions								21			22			18			19			22
Brokerage and annuity commissions								4			4			4			4			4
Fee-based revenue								67			67			63			66			67
Other								15			13			29			29			15
Total noninterest income							$	82		$	80		$	92		$	95		$	82
Selected Equity and Performance Ratios (1) (3)
Tangible common equity / tangible assets								7.11	%		7.10	%		6.91	%		6.92	%		6.85	%
Return on average equity		7.33	%		6.18	%		7.35	%		7.31	%		7.07	%		7.03	%		6.19	%
Return on average tangible common equity		11.06	%		9.38	%		11.06	%		11.07	%		10.78	%		10.68	%		10.04	%
Return on average common equity Tier 1		10.62	%		9.21	%		10.63	%		10.61	%		10.45	%		10.52	%		9.86	%
Efficiency Ratio Reconciliation (4)
Federal Reserve efficiency ratio		66.54	%		69.18	%		66.69	%		66.39	%		65.35	%		64.40	%		69.34	%
Fully tax-equivalent adjustment		(1.30	)%		(1.36	)%		(1.30	)%		(1.30	)%		(1.25	)%		(1.21	)%		(1.36	)%
Other intangible amortization		(0.19	)%		(0.21	)%		(0.18	)%		(0.20	)%		(0.20	)%		(0.19	)%		(0.21	)%
Fully tax-equivalent efficiency ratio		65.05	%		67.61	%		65.21	%		64.89	%		63.90	%		63.00	%		67.77	%

(1) The ratio tangible common equity to tangible assets excludes goodwill and other intangible assets, net. This financial measure has been included as it is considered to be a critical metric with which to analyze and evaluate financial condition and capital strength.

(2) These financial measures have been included as they provide meaningful supplemental information to assess trends in the Corporation’s results of operations. May not match the income statement due to rounding.

(3) These capital measurements are used by management, regulators, investors, and analysts to assess, monitor and compare the quality and composition of our capital with the capital of other financial services companies.

(4) The efficiency ratio as defined by the Federal Reserve guidance is noninterest expense (which includes the provision for unfunded commitments) divided by the sum of net interest income plus noninterest income, excluding investment securities gains / losses, net. The fully tax-equivalent efficiency ratio is noninterest expense (which includes the provision for unfunded commitments), excluding other intangible amortization, divided by the sum of fully tax-equivalent net interest income plus noninterest income, excluding investment securities gains / losses, net. Management believes the fully tax-equivalent efficiency ratio, which adjusts net interest income for the tax-favored status of certain loans and investment securities, to be the preferred industry measurement as it enhances the comparability of net interest income arising from taxable and tax-exempt sources.

Page 15

EX-99.2

Exhibit 99.2

Exhibit 99.2
SECOND QUARTER 2017 EARNINGS PRESENTATION JULY 20, 2017 ASB LISTED NYSE ASSOCIATED BANK

FORWARD-LOOKING STATEMENTS 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 managements 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. 1

SECOND QUARTER UPDATE 2Q 2017: Net income available to common equity of $56 million, or $0.36 per common share Over 200 Basis Point Growing Year Over Year Expanding 1 YTD Efficiency Fee-Based Revenue Margin Improvement Bottom Line Improvement Average loans were up $449 million, or 2% from the first Balance quarter Sheet Completed on balance sheet Management mortgage retention strategy Loan to Deposit ratio of 96% Noninterest income increased 3% Fee Growing fee-based revenue Businesses Card-based and other nondeposit fees increased 10% Noninterest expense increased 2% Remain on track to deliver on Expense guidance Management Investments in solutions that drive improved efficiency Return on average common equity Tier 1 (CET1) of 10.6% Capital & Credit CET1 ratio of 9.9% at quarter end Management Improving credit metrics Unless otherwise noted, all comparative statements are made with reference to first quarter 2017 results. 1 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. Please refer to the appendix for a reconciliation of fee-based revenue to total noninterest income.
2

Average Quarterly Loans ($ in billions) $20.5 $20.1 $20.0 $20.1 $19.6 $7.3 $7.6 $7.4 $7.2 $7.5 $5.0 $4.9 $5.0 $4.7 $4.9 $6.3 $6.6 $7.0 $6.1 $6.3 $1.4 $1.4 $1.3 $1.3 $1.3 2Q 2016 3Q 2016 4Q 2016 1Q 2017 2Q 2017 Home equity & Other consumer Residential mortgage Commercial real estate Commercial & business Average Net Loan Change (from 1Q 2017) ($ in millions) Residential mortgage $393 Mortgage warehouse $60 Power & Utilities $58 REIT $39 General commercial $10 $(30) Home equity & Other consumer $(36) Commercial real estate $(45) Oil and Gas Loan Mix – 2Q 2017 (Average) Commercial: 60% Consumer: 40% Commercial & Residential Mortgage Business2 36% 34% CRE Home Equity Investor1 4% 16% Construction 1 8% Other Consumer 2% – On a combined basis, second quarter 2017 period end CRE Investor and Construction portfolios included $1.5 billion of multi-family balances and $1.2 billion of retail balances. Within the $1.2 billion CRE retailer portfolio, our largest tenant exposure is less than 5%, spread over five loans, to a national investment grade grocer. 2 – Unsecured investment grade REITs, with retail tenant exposure, made up approximately $175 million, or 2%, of commercial and business lending period end balances. 3

DEPOSIT PORTFOLIO Average Quarterly Deposits ($ in billions) $21.4 $21.7 $21.5 $21.5 $20.3 $5.2 $5.3 $5.0 $4.9 $5.0 $4.1 $4.3 $4.3 $4.2 $3.6 $9.3 $9.2 $9.1 $9.1 $8.7 $1.4 $1.5 $1.5 $1.5 $1.4 $1.5 $1.6 $1.6 $1.6 $1.8 2Q 2016 3Q 2016 4Q 2016 1Q 2017 2Q 2017 Time deposits Savings Money market Interest-bearing demand Noninterest-bearing demand Loan to Deposit Ratio 98% 96% 91% 92% 92% 2Q 2016 3Q 2016 4Q 2016 1Q 2017 2Q 2017 Deposit Mix – 2Q 2017 (Average) Interest-bearing demand 20% Money market Noninterest 42% -bearing demand 23% Savings Time Deposits 7% 8% 4

NET INTEREST INCOME AND MARGIN Average Yields 3.69% 3.52% 3.36% 3.29% 3.29% 3.25% 3.23% 3.16% 3.15% 3.14% 2.38% 2.39% 2.42% 2.29% 2.25% 0.65% 0.52% 0.39% 0.41% 0.42% 2Q 2016 3Q 2016 4Q 2016 1Q 2017 2Q 2017 Total commercial loans Total residential mortgage loans Investments and other Total interest-bearing liabilities Net Interest Income & Net Interest Margin ($ in millions) 2.84% 2.83% 2.81% 2.80% 2.77% $177 $179 $180 $180 $184 <$1 $1 $1 $2 $1 Net interest income net of interest recoveries, prepayment fees, & deferred fees Net interest margin 5

NONINTEREST INCOME ($ IN MILLIONS) $95 $92 $82 $82 $80 $67 $66 $67 $67 $63 2Q 2016 3Q 2016 4Q 2016 1Q 2017 2Q 2017 Fee-based revenue1 Capital market fees, net Portfolio loan sales Mortgage banking, net $25 $7 $20 $8 $9 $9 $9 $8 $4 4 $4 $12 $9 $4 $5 $5 2Q 2016 3Q 2016 4Q 2016 1Q 2017 2Q 2017 Insurance Commissions $22 $22 $21 $19 $18 2Q 2016 3Q 2016 4Q 2016 1Q 2017 2Q 2017 1 – 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. Please refer to the appendix for a reconciliation of fee-based revenue to total noninterest income. 6

NONINTEREST EXPENSE ($ IN MILLIONS) $179 $174 $175 $174 $176 $104 $107 $104 $105 $102 2Q 2016 3Q 2016 4Q 2016 1Q 2017 2Q 2017 Personnel Occupancy Technology and Equipment $33 $35 $33 $35 $34 $13 $15 $14 $15 $13 $20 $19 $20 $20 $21 2Q 2016 3Q 2016 4Q 2016 1Q 2017 2Q 2017 Efficiency Ratio1 70% 70% 70% 69% 69% 67% 68% 68% 68% 65% YTD 2Q13 YTD 2Q14 YTD 2Q15 YTD 2Q16 YTD 2Q17 Federal Reserve Fully tax-equivalent 1 – The efficiency ratio as defined by the Federal Reserve guidance is noninterest expense (which includes the provision for unfunded commitments) divided by the sum of net interest income plus noninterest income, excluding investment securities gains / losses, net. The fully tax-equivalent efficiency ratio, which is a non-GAAP financial measure, is noninterest expense (which includes the provision for unfunded commitments), excluding other intangible amortization, divided by the sum of fully tax-equivalent net interest income plus noninterest income, excluding investment securities gains / losses, net. Please refer to the appendix for a reconciliation of the Federal Reserve efficiency ratio to the fully tax-equivalent efficiency ratio. 7

CREDIT QUALITY ($ IN MILLIONS) Potential Problem Loans $457 $441 $351 $340 $176 $171 $75 $78 $263 $37 $281 $270 $276 $262 $226 2Q 2016 3Q 2016 4Q 2016 1Q 2017 2Q 2017 Oil and Gas Nonaccrual Loans $283 $290 $275 $260 $232 $129 $127 $147 $134 $114 $154 $163 $128 $126 $118 2Q 2016 3Q 2016 4Q 2016 1Q 2017 2Q 2017 Oil and Gas Net Charge Offs (Recoveries) $18 $21 $13 $19 $22 $9 $6 $12 $6 $2 $3 $1 $(4) 2Q 2016 3Q 2016 4Q 2016 1Q 2017 2Q 2017 Oil and Gas Allowance to Total Loans / Oil and Gas Loans 6.7% 5.6% 5.5% 5.7% 5.4% 1.4% 1.4% 1.4% 1.4% 1.4% 2Q 2016 3Q 2016 4Q 2016 1Q 2017 2Q 2017 ALLL / Total Loans Oil and Gas ALLL / Oil and Gas Loans 8

2017 OUTLOOK This outlook reflects a stable to improving economy. It does not reflect any changes to the regulatory environment or to corporate tax rates. We may adjust our outlook if, and when, we have more clarity on any one, or more, of these factors. Mid-to-high single digit annual average loan growth Balance Sheet Maintain Loan to Deposit ratio Management under 100% Improving NIM trend Improving year over year fee-based revenues Fee Declining year over year mortgage Businesses banking revenue Approximately 1% higher than the prior year Expense Continued improvement to our Management efficiency ratio Continue to follow stated corporate priorities for capital deployment Capital & Credit Provision expected to adjust with changes to risk grade, other Management indications of credit quality, and loan volume 9

APPENDIX

OIL AND GAS UPDATE # of Credits $ of commitments $ of outstandings % of total loans Total O&G Portfolio Quarter end June 30, 2017 60 credits $940 million $601 million 3% New business since 17 credits $353 million $173 million 1% January 1, 2016 28% 38% 29% Period End Loans by Credit Quality ($ in millions) $756 $696 $129 $668 $625 $127 $601 $147 $134 $176 $114 $171 $75 $37 $78 $451 $446 $450 $398 $413 2Q 2016 3Q 2016 4Q 2016 1Q 2017 2Q 2017 Pass Potential Problem Loans Nonaccrual Oil and Gas Allowance ($ in millions) 6.7% 5.6% 5.7% 5.5% 5.4% $42 $42 $38 $38 $33 2Q 2016 3Q 2016 4Q 2016 1Q 2017 2Q 2017 Oil and Gas Allowance Oil and Gas Allowance / Oil and Gas Loans 11

NETWORK TRANSACTION DEPOSITS Wealth Managers 21 ~15% Quarter end June 30, 2017 ~$3.2 billion relationships of total deposits Relationships established before 11 ~65% June 30, 2012 ~$2.1 billion relationships of network transaction deposits Deposits and Customer Funding ($ in billions) $21.9 $20.8 $19.7 $17.6 $17.8 15.5% 15.2% 14.9% 12.9% 12.5% $2.9 $3.1 $3.2 $2.1 $2.2 2Q 2013 2Q 2014 2Q 2015 2Q 2016 2Q 2017 Network Transaction Deposits (NTD) Customer Funding Customer Deposits1 Network Transaction Deposits as % of Total Deposits Average Rates 0.78% 0.78% 0.78% 0.79% 0.85% 0.52% 0.42% 0.29% 0.30% 0.31% 0.06% 0.05% 0.05% 0.05% 0.05% 2Q 2016 3Q 2016 4Q 2016 1Q 2017 2Q 2017 Savings Network Transaction Deposits Time Deposits Money Market without NTD Money Market with NTD (As Reported) 1 ? Total deposits excluding network transaction deposits 12

RECONCILIATION AND DEFINITONS OF NON-GAAP ITEMS Efficiency Ratio YTD 2Q13 YTD 2Q14 YTD 2Q15 YTD 2Q16 YTD 2Q17 Federal Reserve efficiency ratio 69.74% 69.75% 70.24% 69.18% 66.54% Fully tax-equivalent adjustment(1.41)%(1.32)%(1.37)%(1.36)%(1.30)% Other intangible amortization(0.42)%(0.41)%(0.34)%(0.21)%(0.19)% Fully tax-equivalent efficiency ratio 67.91% 68.02% 68.53% 67.61% 65.05% The efficiency ratio as defined by the Federal Reserve guidance is noninterest expense (which includes the provision for unfunded commitments) divided by the sum of net interest income plus noninterest income, excluding investment securities gains / losses, net. The fully tax-equivalent efficiency ratio, which is a non-GAAP financial measure, is noninterest expense (which includes the provision for unfunded commitments), excluding other intangible amortization, divided by the sum of fully tax-equivalent net interest income plus noninterest income, excluding investment securities gains / losses, net. Management believes the fully tax-equivalent efficiency ratio, which adjusts net interest income for the tax-favored status of certain loans and investment securities, to be the preferred industry measurement as it enhances the comparability of net interest income arising from taxable and tax-exempt sources. Fee-based Revenue ($ millions) 2Q 2016 3Q 2016 4Q 2016 1Q 2017 2Q 2017 Trust service fees $ 12 $ 12 $ 12 $ 12 $ 12 Service charges on deposit accounts 16 18 16 16 16 Card-based and other nondeposits fees 13 13 13 13 14 Insurance commissions 22 19 18 22 21 Brokerage and annuity commissions 4 4 4 4 4 Fee-based revenue $ 67 $ 66 $ 63 $ 67 $ 67 Other 15 29 29 13 15 Total noninterest income $ 82 $ 95 $ 92 $ 80 $ 82 13

EX-99.3

Exhibit 99.3

Joint News Release
Media Contact: Jennifer Kaminski 920-491-7565	Investor Contact: Jessica Vanden Heuvel 920-491-7059

Associated Banc-Corp to acquire Bank Mutual Corporation

Green Bay, WI and Milwaukee, WI – July 20, 2017 – Associated Banc-Corp (NYSE: ASB) (“Associated”) and Bank Mutual Corporation (NASDAQ: BKMU) (“Bank Mutual”), jointly announced today that they have entered into a definitive agreement under which Bank Mutual will merge with and into Associated. Bank Mutual’s bank subsidiary will also merge with and into Associated’s bank subsidiary, Associated Bank, N.A. The all stock transaction is valued at approximately $482 million, based on Associated’s July 19, 2017, closing stock price of $24.60 per share.

Associated and Bank Mutual share a proud heritage of serving Wisconsin and other Midwest communities for 156 and 125 years, respectively. Based in Green Bay, Associated Bank N.A. is the largest bank headquartered in Wisconsin. It serves more than one million customers in 100 communities across eight states. Bank Mutual is the holding company for the largest Milwaukee-based bank. It serves more than 120,000 customer accounts through banking locations in Wisconsin and Minnesota. As a result of this transaction, Associated will strengthen its Wisconsin network and expand services into nearly a dozen additional communities.

“We have deep respect for Bank Mutual and its dedicated team of colleagues. Both of our organizations are built around customer-centric strategies and understand the importance of delivering increasing value to customers, colleagues, communities and shareholders,” said Associated president and CEO Philip B. Flynn. “The acquisition of Bank Mutual provides significant opportunity to increase our Wisconsin presence and improve the scale of our operations. Ultimately, this positions us to gain efficiencies while also making investments to better support the customer experience.”

“I am confident the merger will benefit our customers and the communities we serve,” said Bank Mutual president and CEO David Baumgarten. “In addition, Bank Mutual shareholders should benefit from Associated’s strong and consistent financial performance and the potential growth opportunities going forward.”

Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, Bank Mutual shareholders will receive 0.422 shares of Associated common stock for each share of Bank Mutual common stock. The per common share consideration is valued at $10.38 per share based on the closing price of Associated common stock on July 19, 2017.

Upon consummation of the merger, Mr. Baumgarten will serve as a consultant to the CEO of Associated. In his new capacity, he will focus on client retention and employee engagement while also serving as an ambassador for the bank’s community involvement. Bank Mutual chairman Michael T. Crowley, Jr. will be appointed to the combined companies’ board of directors.

“I am extremely proud of what we have accomplished at Bank Mutual and look forward to working with the board of directors for the benefit of all our stakeholders as our companies come together,” said Crowley.

The companies’ boards anticipate that shareholders of both companies will benefit from expected cost savings from branch and operational synergies. Due to Associated’s strong presence in Wisconsin, the companies also anticipate significant, ongoing opportunities for employees of both organizations to contribute to the franchise over the long-term. “We typically have around 300 job openings at any given time. We hope to fill these with banking professionals already serving our combined customers and communities,” Flynn said.

Associated and Bank Mutual play an active role in supporting the socioeconomic health of their communities and will continue this commitment in the markets the combined companies will serve. Together, the companies had more than $1 billion in lending and investments to minority and low- to-moderate-income customers and communities and provided more than 62,000 hours of volunteer services in 2016.

Subject to customary closing conditions, including regulatory approvals and approval by the Bank Mutual shareholders, the transaction is expected to close in the first quarter of 2018.

Associated expects this acquisition to be accretive to earnings per common share in 2019, excluding one-time charges, and expects the transaction to deliver strong returns on capital. The transaction is expected to produce less than 1% tangible book value per share dilution at closing.

Goldman Sachs & Co. LLC served as financial advisor, and Wachtell, Lipton, Rosen, & Katz served as legal advisor to Associated in this transaction. RBC Capital Markets, LLC served as financial advisor, and Quarles & Brady LLP served as legal advisor to Bank Mutual in this transaction.

Conference Call Information

Associated Banc-Corp will host a conference call for investors and analysts at 4:00 p.m. Central Time (CT) on July 20, 2017. Interested parties can listen to the call live on the internet through the investor relations section of the company’s website, http://investor.associatedbank.com 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 second quarter 2017 earnings call.

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

About Associated Banc-Corp

Associated Banc-Corp (NYSE: ASB) has total assets of nearly $30 billion and is one of the top 50 publicly traded U.S. bank holding companies. Headquartered in Green Bay, Wisconsin, Associated is a leading Midwest banking franchise, offering a full range of financial products and services from over 200 banking locations serving more than 100 communities throughout Wisconsin, Illinois and Minnesota, and commercial financial services in Indiana, Michigan, Missouri, Ohio and Texas. Associated Bank, N.A. is an Equal Housing Lender, Equal Opportunity Lender and Member FDIC. More information about Associated Banc-Corp is available at www.associatedbank.com.

About Bank Mutual Corporation

Bank Mutual Corporation is the third largest financial institution holding company headquartered in the state of Wisconsin based on total assets. Its stock is quoted on the NASDAQ Global Select Market under the ticker BKMU. Its subsidiary bank operates banking locations in Wisconsin and Minnesota. More information about Bank Mutual Corporation is available at www.bankmutual.com.

Forward Looking Statements

This joint press release contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may include: management plans relating to the proposed transaction; the expected timing of the completion of the proposed transaction; the ability to complete the proposed transaction; the ability to obtain and required regulatory, shareholder or other approvals; any statements of the plans and objectives of management for future operations, products or services, including the execution of integration plans relating to the proposed transaction; any statements of expectation or belief; projections related to certain financial metrics or other benefits of the transaction; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “seek,” “plan,” “will,” “would,” “target,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions or negatives of these words. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are beyond our control. Forward-looking statements speak only as of the date they are made. Neither Associated nor Bank Mutual assumes any duty and does not undertake to update any forward-looking statements. Because forward-looking statements are by their nature, to different degrees, uncertain and subject to assumptions, actual results or future events could differ, possibly materially, from those that Associated or Bank Mutual anticipated in its forward-

looking statements, and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, those included under Item 1A “Risk Factors” in Associated’s Annual Report on Form 10-K for the year ended December 31, 2016, those included under Item1A “Risk Factors” in Bank Mutual’s Annual Report on Form 10-K for the year ended December 31, 2016, those disclosed in Associated’s and Bank Mutual’s respective other periodic reports filed with the Securities and Exchange Commission (the “SEC”), as well as the possibility that expected benefits of the proposed transaction may not materialize in the timeframe expected or at all, or may be more costly to achieve; the proposed transaction may not be timely completed, if at all; that prior to the completion of the proposed transaction or thereafter, Associated’s and Bank Mutual’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies related to the proposed transaction; that required regulatory, shareholder or other approvals are not obtained or other customary closing conditions are not satisfied in a timely manner or at all; reputational risks and the reaction of the companies’ shareholders, customers, employees or other constituents to the proposed transaction; and diversion of management time on merger-related matters. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the proxy statement/prospectus that will be included in the registration statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the registration statement on Form S-4 will be, considered representative, no such lists should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. For any forward-looking statements made in this joint press release or in any documents, Associated and Bank Mutual claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Associated and Bank Mutual annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.

Important Additional Information and Where to Find It

In connection with the proposed merger, Associated will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of Bank Mutual and a Prospectus of Associated, as well as other relevant documents concerning the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS OF BANK MUTUAL CORPORATION ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Associated and Bank Mutual, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Associated Banc-Corp at http://www.associatedbank.com under the heading “About” and then under the heading “Investor Relations” and then under “SEC Filings” or from Bank

Mutual Corporation at http://www.bankmutual.com/bank-mutual-corporation/ under the heading “Financial & SEC Reports.” Copies of the Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to Associated Banc-Corp, 433 Main Street, Green Bay, Wisconsin 54301, Attention: Investor Relations, Telephone: (920) 491-7059 or to Bank Mutual Corporation, 4949 West Brown Deer Road, Milwaukee, Wisconsin 53223, Attention: Michael W. Dosland, Telephone: (414) 354-1500.

Participants in the Solicitation

Associated, Bank Mutual, and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Associated’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 14, 2017, and certain of its Current Reports on Form 8-K.

Information regarding Bank Mutual’s directors and executive officers is available in its definitive proxy statement, which was filed with SEC on March 8, 2017, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of this document may be obtained as described in the preceding paragraph.

EX-99.4

Associated Banc-Corp Investor Presentation Acquisition of July 20, 2017 Exhibit 99.4

Disclaimer Important note regarding forward-looking statements: This presentation contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may include: management plans relating to the proposed transaction; the expected timing of the completion of the proposed transaction; the ability to complete the proposed transaction; the ability to obtain and required regulatory, shareholder or other approvals; any statements of the plans and objectives of management for future operations, products or services, including the execution of integration plans relating to the proposed transaction; any statements of expectation or belief; projections related to certain financial metrics or other benefits of the transaction; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “seek,” “plan,” “will,” “would,” “target,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions or negatives of these words. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are beyond our control. Forward-looking statements speak only as of the date they are made. Neither Associated Banc-Corp (“Associated”) nor Bank Mutual Corporation (“Bank Mutual’) assumes any duty and does not undertake to update any forward-looking statements. Because forward-looking statements are by their nature, to different degrees, uncertain and subject to assumptions, actual results or future events could differ, possibly materially, from those that Associated or Bank Mutual anticipated in its forward-looking statements, and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, those included under Item 1A “Risk Factors” in Associated’s Annual Report on Form 10-K for the year ended December 31, 2016, those included under Item1A “Risk Factors” in Bank Mutual’s Annual Report on Form 10-K for the year ended December 31, 2016, those disclosed in Associated’s and Bank Mutual’s respective other periodic reports filed with the Securities and Exchange Commission (the “SEC”), as well as the possibility that expected benefits of the proposed transaction may not materialize in the timeframe expected or at all, or may be more costly to achieve; the proposed transaction may not be timely completed, if at all; that prior to the completion of the proposed transaction or thereafter, Associated’s and Bank Mutual’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies related to the proposed transaction; that required regulatory, shareholder or other approvals are not obtained or other customary closing conditions are not satisfied in a timely manner or at all; reputational risks and the reaction of the companies’ shareholders, customers, employees or other constituents to the proposed transaction; and diversion of management time on merger-related matters. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the proxy statement/prospectus that will be included in the registration statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the registration statement on Form S-4 will be, considered representative, no such lists should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. For any forward-looking statements made in this joint press release or in any documents, Associated and Bank Mutual claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Associated and Bank Mutual annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. Trademarks: All trademarks, service marks, and trade names referenced in this material are official trademarks and the property of their respective owners.

Disclaimer Important Additional Information and Where to Find It In connection with the proposed merger, Associated will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of Bank Mutual and a Prospectus of Associated, as well as other relevant documents concerning the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS OF Bank Mutual Corporation ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Associated and Bank Mutual, may be obtained at the SEC's Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Associated Banc-Corp at http://www.associatedbank.com under the heading “About” and then under the heading “Investor Relations” and then under “SEC Filings” or from Bank Mutual Corporation at http://www.bankmutual.com/bank-mutual-corporation/ under the heading “Financial & SEC Reports.” Copies of the Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to Associated Banc-Corp, 433 Main Street, Green Bay, Wisconsin 54301, Attention: Investor Relations, Telephone: (920) 491-7059 or to Bank Mutual Corporation, 4949 West Brown Deer Road, Milwaukee, Wisconsin 53223, Attention: Michael W. Dosland, Telephone: (414) 354-1500. Participants in the Solicitation Associated, Bank Mutual, and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Associated’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 14, 2017, and certain of its Current Reports on Form 8-K.   Information regarding Bank Mutual’s directors and executive officers is available in its definitive proxy statement, which was filed with SEC on March 8, 2017, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of this document may be obtained as described in the preceding paragraph. Non-GAAP Measures This presentation includes certain non-GAAP financial measures. These non-GAAP measures are provided in addition to, and not as substitutes for, measures of our financial performance determined in accordance with GAAP. Our calculation of these non-GAAP measures may not be comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of these non-GAAP measures has limitations and should not be considered superior to, in isolation from, or as a substitute for, related GAAP measures. Reconciliations of these non- GAAP financial measures to the most directly comparable GAAP financial measures can be found at the end of this presentation.

Strategic and Financial Rationale Franchise Value Enhancing Transaction Strengthens our position as the Midwest’s premier financial services company with the addition of Bank Mutual, a 125 year old banking franchise and the largest bank headquartered in Milwaukee, Wisconsin Enhances Associated’s market share and branch density in key locations while expanding presence to adjacent markets Franchise supports growth capacity and funding flexibility with stable core deposits Adds new customer relationships as well as delivers our comprehensive suite of products and services to an expanded customer population Low Risk Transaction Complementary and traditional banking product set between institutions with compatible cultures In-market transaction with significant identified, meaningful, and achievable opportunities for cost savings Legacy of strong credit culture at Bank Mutual supported by history of solid asset quality metrics Comprehensive due diligence completed along with established integration timeline Financially Attractive Accretive to GAAP EPS by ~2% in 2019 with fully phased-in cost savings Improves efficiency ratio by > 100bps with fully phased-in cost savings Internal rate of return in the high teens Tangible book value per share dilution of < 1% and earnback of < 3.5 years using the crossover method

Transaction Summary 1 – Based on ASB closing share price of $24.60 on 19-Jul-17 and an assumed BKMU fully diluted share count of 46.5MM. Buyer Associated Banc-Corp (NYSE: ASB) Seller Bank Mutual Corporation (Nasdaq: BKMU) Consideration 100% stock Fixed Exchange Ratio 0.422 shares of ASB common stock for each share of BKMU common stock Price per Share1 $10.38 Transaction Value1 $482 million Pro Forma Ownership 89% ASB shareholders / 11% BKMU shareholders Board Representation Chairman of BKMU, Michael T. Crowley, will be appointed to ASB’s Board of Directors Required Approvals Shareholder approval from BKMU and customary regulatory approvals Expected Closing 1st Quarter 2018

Overview of bank mutual Source: FDIC (deposit market share data as of 30-Jun-16); Bank Mutual filings 1 – Excludes previously announced pending sale of five branches. 57 branches in WI and one branch in MN. Company profile Top markets by deposits ($mm)1 Year Founded 1892 Headquarters Milwaukee, WI Branches1 58 Balance Sheet – 2Q17 Tangible Assets $2.7bn Loans 2.0bn Deposits 1.9bn Tangible Common Equity 291mm Asset Quality – 2Q17 NPAs / Assets 0.33% Net Charge-offs 0.00 Capital – 2Q17 TCE / TA Ratio 10.7% CET1 Ratio 14.5 Income Statement – LTM Net Interest Income $74.8mm Non Interest Income 24.7mm Non Interest Expense 70.2mm Bank Mutual MN WI IA MI

Associated’s Pro forma footprint Pro forma Branch Footprint Largest bank headquartered in the state of Wisconsin > $32bn combined total assets Adds > 120,000 customer accounts to the Associated franchise Positioned to further invest in and better support the customer experience Offers new customers access to Associated's broader suite of products and services 50% of Bank Mutual branches are within 1 mile of an Associated branch Continued commitment to supporting the socioeconomic health of our combined communities and markets Improved scale and customer reach Milwaukee Associated Bank Bank Mutual

Pro forma loan and deposit composition Note: Figures as of 30-Jun-17. Loans Deposits Associated Bank mutual Pro Forma associated Bank mutual Pro Forma

Thorough Due diligence and integration plan Comprehensive due diligence completed by team of Associated Bank employees as well as outside 3rd party professionals In-depth review of all strategic, financial, operational, compliance, and credit aspects of Bank Mutual Scope of credit due diligence included detailed review of loan files amounting to ~60% of total committed credit exposure across commercial relationships, including: Review of all watch, special mention, and classified commercial loans with exposure > $1mm Review of underwriting methodology, lending policies and portfolio management systems Due Diligence Integration Planning Management team has developed a detailed integration plan spanning from transaction announcement through closing, conversion, and post-conversion time periods Integration team has significant local market knowledge and deep operational expertise from prior consolidations to execute a seamless transitions for customers, employees, and stakeholders Associated platform has ample capacity to handle volume of acquired operations and will overlay advanced technology for customer engagement, risk management, cyber security, and more Announcement Integration Planning & Analysis Conversion Post-Conversion

Transaction Multiples and key ASSUMPTIONS 1 – Based on ASB closing share price of $24.60 on 19-Jul-17. 2 – Based on BKMU IBES median 2017E EPS of $0.38 plus 45% fully phased-in after-tax cost savings. Transaction Pricing1 12.2% premium to BKMU’s closing price of $9.25 on 19-Jul-17 1.6x price / tangible book value per share of $6.33 as of 30-Jun-17 12.5x price / 2017E EPS with fully phased-in after-tax cost savings2 Synergies Pre-tax cost savings of 45% of BKMU non-interest expense Cost savings phased-in 25% in 2018 and 100% in 2019 Durbin ~$2mm annual pre-tax lost interchange revenue under the Durbin Amendment Fair Value Marks $(32)mm gross credit mark / 1.6% of 2Q17 total gross loans $2mm of other pre-tax purchase accounting fair value adjustments Core Deposit Intangible 1.5% core deposit intangible on non-time deposits amortized straight-line over ten years Tax Rate 33% effective tax rate applied to BKMU pre-tax earnings and transaction adjustments Merger and Integration Costs $40mm of total pre-tax merger and integration costs Fully accounted for in transaction and tangible book value impact at close

Estimated Pro Forma Financial Metrics 1 – Based on ASB and BKMU IBES median EPS estimates in 2017, 2018, and grown at 7% IBES median long-term growth rate thereafter. EPS accretion is excluding one-time charges. 2 – Estimated regulatory capital ratios as of 30-Jun-17. 3 – Estimated pro forma capitalization as of 30-Jun-17, net of merger and integration costs and purchase accounting adjustments. GAAP EPS Accretion1 Internal rate of return in the high teens Improves efficiency ratio by > 100bps with fully phased-in cost savings Transaction does not alter dividend policy or capital priorities Additional merits Capital Metrics Tangible Book Value per share Impact1 < 1% tangible book value per share dilution at close (fully accounts for merger and integration costs) ~$0.07 dilution at close on a per share basis < 3.5 years earnback using the crossover method Per Share ~$(0.03) ~$0.03

Accelerates 2017 Strategic Priorities Strengthening Customer Relationships Delivering on our Strategy Expanding our Community Presence Providing Long-term Value to Shareholders A low-risk transaction with significant opportunities for cost savings Expected to produce modest initial dilution to tangible book value per share with positive EPS accretion in 2019 Supports financially attractive return on capital with high teens IRR Strengthens core deposit franchise Enhances branch network and density Increases current market share and expands services to new communities Delivers smaller sized, in-market, depository institution acquisition Drives efficiency through improved scale and distribution Disciplined transaction terms with attractive economics Adds over 120,000 customer accounts and nearly 1,000 commercial relationships Extends Associated’s specialized products to Bank Mutual’s customer base Positions Associated to gain efficiencies and further invest in customer experience ü ü ü ü

For more information Visit Our Website: http://investor.associatedbank.com E-Mail Requests to: Investor.Relations@associatedbank.com Call Investor Relations at: (920) 491-7059 Write to: Associated Bank Investor Relations 433 Main Street Green Bay, WI 54301

Reconciliation and definitions of non-gaap items Tangible Common Equity Reconciliation1 ($ in millions) Bank Mutual 30-Jun-17 Total common equity $291 Goodwill and other intangible assets, net – Tangible common equity $291 Tangible Assets Reconciliation1 ($ in millions) Bank Mutual 30-Jun-17 Total assets $2,711 Goodwill and other intangible assets, net – Tangible assets $2,711 Tangible Common Equity / Tangible Assets Reconciliation1, 2 ($ in millions) Bank Mutual 30-Jun-17 Tangible common equity $291 Tangible assets 2,711 Tangible common equity / tangible assets 10.7% Source: Bank Mutual filings Note: balances may not foot due to rounding 1 – The ratio tangible common equity to tangible assets excludes goodwill and other intangible assets, net. This financial measure has been included as it is considered to be a critical metric with which to analyze and evaluate financial condition and capital strength. 2 – These capital measurements are used by management, regulators, investors, and analysts to assess, monitor and compare the quality and composition of our capital with the capital of other financial services companies. Tangible Book Value Per Share Reconciliation ($ in millions, except per share) Bank Mutual 30-Jun-17 Tangible common equity $291 Basic shares outstanding 45,932,253 Tangible book value per share $6.33