SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file number 0-5519 (Associated Banc-Corp)
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
ASSOCIATED BANC-CORP PROFIT SHARING AND RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive officer:
ASSOCIATED BANC-CORP
1200 Hansen Road (54304)
P.O. Box 13307
Green Bay, Wisconsin 54307-3307
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Associated Banc-Corp Retirement Program Committee has duly caused this Annual
Report to be signed on its behalf by the undersigned hereunto duly authorized.
ASSOCIATED BANC-CORP
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
/s/ James A. Noffke
------------------------------------------
James A. Noffke, Chairman
Retirement Program Committee
<PAGE>
ASSOCIATED BANC-CORP
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
Financial Statements and Schedules
December 31, 1998 and 1997
(With Independent Auditors' Report Thereon)
<PAGE>
ASSOCIATED BANC-CORP
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
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Page(s)
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Independent Auditors' Report
Statement of Net Assets Available for Plan Benefits, December 31, 1998
Statement of Net Assets Available for Plan Benefits, December 31, 1997
Statement of Changes in Net Assets Available for Plan Benefits,
Year Ended December 31, 1998
Statement of Changes in Net Assets Available for Plan Benefits,
Year Ended December 31, 1997
Notes to Financial Statements
Item 27a - Schedule of Assets Held for Investment Purposes,
December 31, 1998
Item 27d - Schedule of Reportable Transactions, Year Ended
December 31, 1998
<PAGE>
Independent Auditors' Report
The Board of Directors
Associated Banc-Corp
Profit Sharing and Retirement Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of Associated Banc-Corp Profit Sharing and Retirement Savings Plan
(Plan) as of December 31, 1998 and 1997, and the related statements of changes
in net assets available for plan benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1998 and 1997, and the changes in net assets available for plan
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of December 31, 1998 and reportable transactions for
the year then ended are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statements of net assets available for plan
benefits and the statements of changes in net assets available for plan benefits
is presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
June 21, 1999
<PAGE>
ASSOCIATED BANC-CORP
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1998
<TABLE>
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Associated
Intermediate Diversified Banc-Corp Self-
Balanced Money Market Term Bond Stock Common Directed
Fund Fund Fund Fund Stock Fund Funds Other Total
- ------------------------------------------------------------------------------------------------------------------------------------
Assets:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments:
Common trust funds $45,776,063 17,392,659 10,948,504 66,018,112 --- 3,690,665 --- 143,826,003
Common stocks --- --- --- --- 115,772,009 406,010 --- 116,178,019
Loans to participants --- --- --- --- --- --- 1,955,305 1,955,305
- ------------------------------------------------------------------------------------------------------------------------------------
Total Investments $45,776,063 17,392,659 10,948,504 66,018,112 115,772,009 4,096,675 1,955,305 261,959,327
Cash and cash equivalents 144,762 36,891 37,133 284,123 335,445 64,284 17,257 919,895
Accrued interest and
dividends receivable 1,949 185 2,134
Cash surrender value of
insurance --- --- --- --- --- 429,360 429,360
Employer contribution
receivable 1,342,303 804,184 350,165 2,469,042 3,705,302 --- --- 8,670,996
Loan payments receivable --- (39,062) (39,062)
Other 14,731 580 52,645 6,588 (3,901) --- (17,442) 53,201
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets available for
plan benefits $47,277,859 18,234,314 11,388,447 68,777,865 119,808,855 4,162,908 2,345,603 271,995,851
====================================================================================================================================
</TABLE>
See accompanying notes to financial statements
<PAGE>
ASSOCIATED BANC-CORP
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1997
<TABLE>
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Associated
Principal Fixed Common Banc-Corp Self-
Balanced Preservation Income Stock Common Directed
Fund Fund Fund Fund Stock Fund Funds Other Total
- ------------------------------------------------------------------------------------------------------------------------------------
Assets:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments:
Common trust funds $ 4,468,401 --- 846,690 42,139,494 --- 3,444,245 --- 50,898,830
Government securities 11,631,389 --- 951,072 --- --- --- --- 12,582,461
Corporate bonds --- --- 1,526,478 --- --- --- --- 1,526,478
Common stocks 14,326,039 --- --- --- 41,973,388 410,834 --- 56,710,261
Loans to participants --- --- --- --- --- --- 484,487 484,487
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Total Investments $30,425,839 --- 3,324,240 42,139,494 41,973,388 3,855,079 484,487 122,202,517
Cash and cash equivalents 648,835 5,827,754 1,866,209 (552) 231,733 44,321 149,494 8,767,794
Accrued interest and
dividends receivable 203,640 26,599 38,261 38 1,306 2,286 1,237 273,367
Cash surrender value of
insurance --- --- --- --- --- --- 429,360 429,360
Employer contribution
receivable 915,570 380,509 229,616 1,491,158 1,513,521 --- --- 4,530,374
Participant contributions
receivable 40,973 9,785 9,496 67,810 71,339 --- (117,724) 81,679
Due from (to) other funds 26,313 (30,692) (4,398) 9,425 2,023 --- (2,671) ---
Other (2,862) (536) (479) (3,857) (3,863) (636) (459) (12,692)
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Net assets available for
plan benefits $32,258,298 6,213,419 5,462,945 43,703,516 43,789,447 3,901,050 943,724 136,272,399
====================================================================================================================================
</TABLE>
See accompanying notes to financial statements
<PAGE>
ASSOCIATED BANC-CORP
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 1998
<TABLE>
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Associated
Intermediate Diversified Banc-Corp Self-
Balanced Money Market Term Bond Stock Common Directed
Fund Fund Fund Fund Stock Fund Funds Other Total
- ------------------------------------------------------------------------------------------------------------------------------------
Additions:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Appreciation
(depreciation) in
fair value of
investments $ 5,915,187 334,719 719,827 10,247,817 (33,471,625) 502,619 --- (15,751,456)
Interest and dividends 103,963 284,619 39,374 5,627 3,527,745 30,461 174,918 4,166,707
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Subtotal 6,019,150 619,338 759,201 10,253,444 (29,943,880) 533,080 174,918 (11,584,749)
Participant contributions 932,988 268,841 238,662 1,803,911 2,475,442 --- --- 5,719,844
Employer contributions 1,342,303 804,184 350,165 2,469,042 3,705,302 --- --- 8,670,996
Rollover contributions 262,407 53,269 29,685 353,103 347,620 --- --- 1,046,084
Interfund transfers (920,237) 5,847,136 2,744,068 (855,492) (6,138,910) --- (646,565) ---
Other --- --- --- --- --- 636 (4,302) (3,666)
Transfer of net assets
from other plans 9,891,469 7,144,700 2,552,588 16,017,253 112,851,148 --- 2,090,259 150,547,417
- ------------------------------------------------------------------------------------------------------------------------------------
Total additions $17,528,081 14,737,468 6,674,369 30,011,260 83,296,722 533,716 1,614,310 154,395,926
Deductions:
Distribution to
participants 2,333,094 2,687,220 721,939 4,662,362 7,205,950 260,550 212,431 18,083,546
Administrative expenses 175,426 29,353 26,928 274,549 71,364 11,308 --- 588,928
- ------------------------------------------------------------------------------------------------------------------------------------
Total deductions $ 2,508,520 2,716,573 748,867 4,936,911 7,277,314 271,858 212,431 18,672,474
Net increase (decrease)
in net assets available
for plan benefits 15,019,561 12,020,895 5,925,502 25,074,349 76,019,408 261,858 1,401,879 135,723,452
Net assets available for
plan benefits:
Beginning of year 32,258,298 6,213,419 5,462,945 43,703,516 43,789,447 3,901,050 943,724 136,272,399
- ------------------------------------------------------------------------------------------------------------------------------------
End of year $47,277,859 18,234,314 11,388,447 68,777,865 119,808,855 4,162,908 2,345,603 271,995,851
====================================================================================================================================
</TABLE>
See accompanying notes to financial statements
<PAGE>
ASSOCIATED BANC-CORP
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 1997
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
Associated
Principal Fixed Common Banc-Corp Self-
Balanced Preservation Income Stock Common Directed
Fund Fund Fund Fund Stock Fund Funds Other Total
- ------------------------------------------------------------------------------------------------------------------------------------
Additions:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Appreciation
(depreciation) in
fair value of
investments $ 4,749,736 --- 104,468 10,475,996 14,834,472 666,718 --- 30,831,390
Interest and dividends 910,633 325,866 325,685 29,646 851,097 30,848 35,961 2,509,736
- ------------------------------------------------------------------------------------------------------------------------------------
Subtotal $ 5,660,369 325,866 430,153 10,505,642 15,685,569 697,566 35,961 33,341,126
Participant contributions 651,819 177,446 162,910 1,136,828 1,101,213 --- --- 3,230,216
Employer contributions 915,570 380,509 229,616 1,491,159 1,513,521 --- --- 4,530,375
Rollover contributions 253,711 15,096 34,941 144,815 114,171 --- --- 562,734
Interfund transfers (890,891) 77,405 (996,498) 2,270,153 (460,169) --- --- ---
Other (23,512) (49,439) (5,378) 4,186 (3,052) --- 110,596 33,401
Transfer of net assets
from other plans 328,719 1,519,275 184,154 756,409 290,930 --- --- 3,079,487
- ------------------------------------------------------------------------------------------------------------------------------------
Total additions $ 6,895,785 2,446,158 39,898 16,309,193 18,242,183 697,566 146,557 44,777,339
Deductions:
Distribution to
participants 592,537 1,889,996 288,742 940,472 1,204,555 215,694 36,856 5,168,852
Administrative expenses 110,470 17,606 22,597 175,147 87,535 11,511 1,251 426,117
- ------------------------------------------------------------------------------------------------------------------------------------
Total deductions $ 703,007 1,907,602 311,339 1,115,619 1,292,090 227,205 38,107 5,594,969
Net increase (decrease)
in net assets available
for plan benefits 6,192,778 538,556 (271,441) 15,193,573 16,950,093 470,361 108,450 39,182,370
Net assets available for
plan benefits:
Beginning of year 26,065,520 5,674,863 5,734,386 28,509,943 26,839,354 3,430,689 835,274 97,090,029
- ------------------------------------------------------------------------------------------------------------------------------------
End of year $32,258,298 6,213,419 5,462,945 43,703,516 43,789,447 3,901,050 943,724 136,272,399
====================================================================================================================================
</TABLE>
See accompanying notes to financial statements
<PAGE>
ASSOCIATED BANC-CORP
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1998 and 1997
- --------------------------------------------------------------------------------
(1) Description of the Plan
The following brief description of the Associated Banc-Corp Profit Sharing
and Retirement Savings Plan (Plan) is provided for general information. The
Plan contains both profit sharing provisions and retirement savings
provisions. Participants should refer to the summary plan description for
more complete information.
Background
Associated Banc-Corp (Company) has established the Associated Banc-Corp
Profit Sharing and Retirement Savings Plan, a defined contribution plan.
The profit sharing provisions of the Plan provide for discretionary
employer contributions. The retirement savings provisions of the Plan
provides for employee contributions complying with the provisions of
Internal Revenue Code (Code) Section 401(k) as well as discretionary
employer contributions. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Plan Mergers
Assets were merged into the Plan as follows during the years ended December
31, 1998 and 1997:
On March 3, 1997, net assets of the Mid-America National Bank Savings and
Investment Plan totaling $86,566 were merged into the Plan.
On March 18, 1997, net assets of Farmers and Merchants Bank of Reedsburg
totaling $2,238,065 were merged into the Plan.
On October 3, 1997, net assets of the Central Bank 401(K) Savings Plan and
Trust totaling $756,711 were merged into the Plan.
During the first quarter of 1998, net assets of First Financial
Corporation's 401(K) Profit Sharing Plan, totaling $149,857,612 were merged
into the Plan.
On April 1, 1998, the net assets of Gladstone-Norwood Trust and Savings
Bank 401(K) Plan totaling $689,805 were merged into the Plan.
<PAGE>
ASSOCIATED BANC-CORP
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1998 and 1997
- --------------------------------------------------------------------------------
Participants
Employees of the Company and its subsidiaries that have adopted the Plan
are eligible to participate in the profit sharing provisions and in the
discretionary employer retirement savings contribution provisions of the
Plan on the January 1 of the year in which 1,000 hours of service are
completed. Employees are eligible to participate in the employee retirement
savings contribution portion of the Plan immediately upon the date of hire
if they are reasonably expected to complete 1,000 hours of service
annually. Otherwise, employees are eligible to participate in the Plan
immediately after completing 1,000 hours of service in a Plan year.
Contributions
In conjunction with the retirement savings provisions of the Plan,
participants can elect to contribute an amount between 1% and a maximum
percentage set by the Retirement Program Committee (10% in 1998 and 1997)
of their compensation in multiples of 1% to the Plan by means of regular
payroll deductions. Participants are also allowed to contribute amounts
qualifying as rollover contributions under Section 402(c)(4) of the Code.
The Plan provides for discretionary Company contributions under both the
profit sharing and retirement saving provisions of the Plan. Such
contributions are allocated to each participant's account based upon total
participant's compensation, as defined by the Plan for the year.
Vesting
Participants are 100% vested at all times in their benefits under the
retirement savings portion of the Plan. The following is a schedule of
vesting in the Company's discretionary profit sharing contribution:
<PAGE>
ASSOCIATED BANC-CORP
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
Years of Service Vested Percentage
- --------------------------------------------------------------------------------
Less than three 0%
Three but less than four 20%
Four but less than five 40%
Five but less than six 60%
Six but less than seven 80%
Seven or more 100%
- --------------------------------------------------------------------------------
The Plan document specifies that forfeitures are allocated based upon the
ratio of each participant's compensation for the plan year to the total
compensation of all participants for the respective Employing Unit.
Investment of Plan Assets
Participants have the right to direct that investments be made in the
Balanced Fund, Money Market Fund, Intermediate Term Bond Fund, Diversified
Stock Fund, Associated Banc-Corp Common Stock Fund, or a combination of
funds. Plan assets are held in trust with a subsidiary bank of the Company
(trustee). The following is a brief description of each fund:
Balanced Fund - Invests primarily in fixed income investments and common
stocks. Actual investments made by the trustee are into the Associated
Bank, N.A. Balanced Fund.
Money Market Fund - Invests primarily in U.S. Treasury bills and repurchase
agreements. Formerly known as the Principal Preservation Fund. Actual
investments made by the trustee are into the Associated Bank, N.A. Cash
Management Fund.
Intermediate Term Bond Fund - Invests primarily in U.S. Treasury
obligations, fixed income corporate bonds with a rating of "A" or better
and high-quality real estate mortgages, and common trust funds with similar
characteristics. Formerly known as the Fixed Income Fund. Actual
investments made by the trustee are into the Associated Bank, N.A.
Intermediate Term Bond Fund.
Diversified Stock Fund - Invests primarily in common stocks, common funds
managed by the Company's trust departments, or mutual funds expected to
achieve capital and income growth. Formerly known as the Common Stock Fund.
Actual investments made by the trustee are into the Associated Bank, N.A.'s
Regional Bank, Capital Appreciation, Equity Income, Common Stock,
Diversified Stock and Foreign Equity Funds.
Associated Banc-Corp Common Stock Fund - Invests in Associated Banc-Corp
common stock and cash equivalents.
<PAGE>
ASSOCIATED BANC-CORP
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
Participants can elect to invest in one of the aforementioned funds or in
10% increments in two or more funds. Participants can change the allocation
of the Plan accounts once every 90 calendar days. Investment changes are
transacted by participants utilizing the Company's Voice Response Unit
(VRU).
Certain participants previously had the right to maintain a separate trust
for self-directed investments. Current plan provisions do not provide for
this.
A participant in the Plan can receive a loan for emergency conditions which
result from medical expenses in the participant's immediate family,
establishing or preserving the home in which the participant resides, or
for the purpose of providing an education for the participant, spouse, and
children of the participant. Loans are limited to the lesser of (1)
$50,000, reduced by the excess of the highest outstanding balance of loans
from the Plan during the one-year period ending on the day before the date
on which such loan was made over the outstanding balance of loans from the
Plan on the date on which such loan was made or (2) 50% of the vested
benefit of the participant's account balance. A participant may not request
a loan for less than $1,000.
Valuation of Plan Assets
During 1998 the Plan was changed from a quarterly valued plan to a daily
valued plan. Under a daily valued plan, participants can change investment
allocations and verify account balances daily utilizing the VRU,
contributions are allocated to participant accounts upon receipt, and
income and changes in asset values are immediately updated.
Distributions
Distributions are made in the form of lump-sum payments or payments over a
period in monthly, quarterly, semi-annual or annual installments.
Distributions must begin no later than 60 days after the close of the plan
year in which the later of the participant's attainment of age 65 or the
termination date occurs, unless the participant elects to delay
commencement of the distribution until the April 1 following the attainment
of age 70 1/2. Participants may withdraw amounts for any reason upon
reaching age 59 1/2. Earnings are credited to a participant's account
through the date of distribution.
Termination of Plan
While the Company has not expressed any intent to terminate the Plan, it is
free to do so at any time subject to the provisions of ERISA. In the event
of termination, participants become fully vested to the extent of the
balance in their account, including investment income through the
termination date.
<PAGE>
ASSOCIATED BANC-CORP
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
Reclassification
Certain 1997 amounts in prior years report have been reclassified to
conform with the 1998 presentation.
(2) Summary of Significant Accounting Policies
The accounting policies followed by the Plan conform with generally
accepted accounting principles for such plans. The more significant
policies are as follows:
Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis.
Investments
Investments are quoted at market prices. Securities for which no quoted
market price are available are valued at estimated fair value. Short-term
investments are stated at cost, which approximates fair value. Plan assets
are held with the trustee. Purchases and sales of securities are recorded
on a trade-date basis.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires plan administrator estimates and
assumptions that affect the reported amounts of assets available for
benefits and plan benefit obligations and disclosure of contingent assets
and liabilities at the date of the financial statements. Actual results
could differ from those estimates.
(3) Investments
The fair value of investments that represent 5% or more of the Plan's net
assets at December 31 are presented in the following table:
1998 1997
- --------------------------------------------------------------------------------
Associated Banc-Corp Common Stock Fund $115,772,009 $42,348,238
Associated Bank, N.A. Diversified Stock Fund 66,018,112 42,139,494
Associated Bank, N.A. Balanced Fund 45,776,063 1,028,389
Associated Bank, N.A. Cash Management Fund 17,392,659 5,827,754
- --------------------------------------------------------------------------------
<PAGE>
ASSOCIATED BANC-CORP
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
(4) Transactions with Related Parties
The Associated Banc-Corp Common Stock Fund at December 31, 1998 and 1997
included 3,316,643 shares and 768,222 shares, respectively, of common stock
of the Company with fair values of $113,389,391 and $42,348,238,
respectively. Dividend income from Company stock totaled $3,514,121 and
$838,108 in 1998 and 1997, respectively.
(5) Benefits Payable
Amounts as presented in the accompanying financial statements differ from
the amounts reported in Form 5500 due to benefits payable to terminated and
retired participants.
As of December 31, 1998 and 1997, net assets available for plan benefits
include vested balances for terminated and retired participants of
approximately $1,333,000 and $1,172,000 respectively, were recorded as
benefits payable on the Form 5500 but not on the accompanying financial
statements.
(6) Income Taxes
The Plan administrator has received a favorable tax determination letter,
dated May 22, 1995, from the Internal Revenue Service indicating that the
Plan qualifies under the provisions of Section 401(a) of the Code, and the
related trust is, therefore, exempt from tax under Section 501(a).
Therefore, a provision for income taxes has not been included in the Plan's
financial statements. In the opinion of the Plan Administrator, the Plan
and its underlying trust have operated within the terms of the Plan and
remain qualified under the applicable provisions of the Code.
Participants in the Plan are not subject to federal income taxes until they
receive a distribution from the Plan.
(7) Subsequent Event
On March 22, 1999, the net assets of Citizens Bankshares, Inc. 401(K)
Profit Sharing Plan, representing $3,065,610 in cash, were merged into the
Plan.
<PAGE>
ASSOCIATED BANC-CORP
PROFIT SHARING & RETIREMENT SAVINGS PLAN
EMPLOYER IDENTIFICATION NUMBER: 39-1098068
PLAN NUMBER: 002
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
-----------------------------------------------------------------------------------------------------------------------------------
Description of investment,
including maturity date,
Identity of issue, borrower, rate of interest, collateral par, Current
lessor, or similar party or maturity value Cost Value
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Central & Southwest Corp. Common Stock, 2,400 shares $ 45,633 $ 65,851
Florida Progress Corp. Common Stock, 1,600 shares 50,633 71,701
LG and E Energy Corp. Common Stock, 3,000 shares 22,906 84,939
New Century Energies Inc. Common Stock, 1,235 shares 22,868 60,206
New England Electric System Common Stock, 500 shares 15,812 24,063
Public SVC Enterprise Grp Inc. Common Stock, 1,600 shares 44,724 64,000
WPS Resources Corp. Common Stock, 1,000 shares 21,795 35,250
-----------------------------------------------------------------------------------------------------------------------------------
Total Corporate Stocks $ 224,371 $ 406,010
-----------------------------------------------------------------------------------------------------------------------------------
Common Funds:
*Associated Bank, N.A. Common Stock Fund 4,203 units 114,368 782,070
*Associated Bank, N.A. Regional Bank Fund 1,130 units 68,421 173,049
*Associated Bank, N.A. Capital Appreciation Fund 2,876 units 57,498 177,756
*Associated Bank, N.A. Balanced Fund 735,192 units 40,527,002 45,776,063
*Associated Bank, N.A. Equity Income Fund 3,833 units 95,440 227,790
*Associated Bank, N.A. Cash Management Fund 16,861,269 units 16,969,220 17,392,659
*Associated Bank, N.A. Diversified Stock Fund 598,463 units 53,911,644 66,018,112
*Associated Bank, N.A. Foreign Equity Fund 7,430 units 173,401 249,476
*Associated Bank, N.A. Intermediate Term Bond Fund 740,997 units 11,614,124 13,029,028
*Associated Banc-Corp Common Stock Fund 3,499,246 units 105,381,443 115,772,009
-----------------------------------------------------------------------------------------------------------------------------------
Total Common Funds $228,912,561 $259,598,012
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Loans to Participants (7.00% - 10.65%) 1,955,305 1,955,305
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Total Investments Held $231,092,237 $261,959,327
-----------------------------------------------------------------------------------------------------------------------------------
Cash Equivalents:
Dreyfus Cash Management Fund $ 919,012 $ 919,012
Cash 883 883
-----------------------------------------------------------------------------------------------------------------------------------
Total Cash Equivalents $ 919,895 $ 919,895
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Denotes a party-in-interest
See accompanying independent auditors= report
<PAGE>
ASSOCIATED BANC-CORP
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
Item 27d - Schedule of Reportable Transactions
Employer Identification Number 39-109-8068
Plan Number 002
Year Ended December 31, 1998
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
Current
Expense Value of
Incurred Asset at
Identity of Party Description Purchase Selling Lease With Cost of Transaction Net Gain/
Involved of Assets Price Price Rental Transaction Asset Date Loss
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Associated Bank, N.A.* Common Stock
Fund 14,091,229 -- -- -- 14,091,229 14,091,229 --
-- 28,734,546 -- -- 27,670,773 28,734,546 1,063,773
Associated Bank, N.A.* Diversified Stock
Fund 26,531,290 -- -- -- 26,531,290 26,531,290 --
-- 12,878,915 -- -- 11,750,374 12,878,915 1,128,541
Dreyfus Cash Management
Fund 88,603,123 -- -- -- 88,603,123 88,603,123 --
-- 90,624,151 -- -- 90,624,151 90,624,151 --
Dreyfus Government Cash
Management Fund 5,727,394 -- -- -- 5,727,394 5,727,394 --
-- 11,555,148 -- -- 11,555,148 11,555,148 --
Associated Bank, N.A.* Intermediate Term
Bond Fund 11,587,227 -- -- -- 11,587,227 11,587,227 --
-- 2,234,956 -- -- 2,084,441 2,234,956 150,515
Associated Bank, N.A.* Balanced Fund 45,704,706 -- -- -- 45,704,706 45,704,706 --
-- 6,418,028 -- -- 6,177,704 6,418,028 240,324
Associated Bank, N.A.* Cash Management
Fund 6,743,781 -- -- -- 6,743,781 6,743,781 --
-- 2,580,243 -- -- 2,580,243 2,580,243 --
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying independent auditors' report
* Denotes a party-in-interest
<PAGE>
Consent of Independent Public Accountants
The Board of Directors
Associated Banc-Corp:
We consent to incorporation by reference in the registration statement (No.
33-54658) on Form S-8 of Associated Banc-Corp of our report dated June 21, 1999,
relating to the statements of net assets available for plan benefits of the
Associated Banc-Corp Profit Sharing and Retirement Savings Plan as of December
31, 1998 and 1997, and the related statements of changes in net assets available
for plan benefits for the years then ended, the schedule of assets held for
investment purposes as of December 31, 1998 and the schedule of reportable
transactions for the year then ended, which report appears in the December 31,
1998 annual report on Form 11-K of the Associated Banc-Corp Profit Sharing and
Retirement Savings Plan.
/s/ KPMG LLP
Chicago, Illinois
June 28, 1999
