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ASSOCIATED BANC-CORP — Annual Report 2005
Jun 29, 2005
31126_rns_2005-06-29_fac053f7-c268-47ff-bf54-a20fd34ab8f2.zip
Annual Report
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11-K 1 form11k_2005.htm FORM 11-K 2005 Form 11-K 2005 MARKER FORMAT-SHEET="Head Minor Center" FSL="Default"
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
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FORM 11-K
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(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2004
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OR
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( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _ to _
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Commission file number 0-5519 (Associated Banc-Corp)
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A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
ASSOCIATED BANC-CORP 401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN
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B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive officer:
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ASSOCIATED BANC-CORP 1200 Hansen Road Green Bay, Wisconsin 54304
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SIGNATURES
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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.
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ASSOCIATED BANC-CORP 401(k) PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN
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/s/ Karen L. Garvey
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Karen L. Garvey, Chairman Retirement Program Committee
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ASSOCIATED BANC-CORP 401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN
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Financial Statements and Schedule
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December 31, 2004 and 2003
(With Report of Independent Registered Public Accounting Firm Thereon)
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ASSOCIATED BANC-CORP 401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN
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TABLE OF CONTENTS
Page(s) _____________ Report of Independent Registered Public Accounting Firm 1 Statements of Net Assets Available for Plan Benefits, December 31, 2004 and 2003 2 Statements of Changes in Net Assets Available for Plan Benefits, Years Ended December 31, 2004 and 2003 3 Notes to Financial Statements 4-11 Schedule H, line 4i - Schedule of Assets (Held at End of Year), December 31, 2004 12-14 *********** MARKER PAGE="sheet: 4; page: 4" MARKER FORMAT-SHEET="Head Sub 2 Left" FSL="Default"
Report of Independent Registered Public Accounting Firm
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The Plan Administrator Associated Banc-Corp 401(k) Profit Sharing & Employee Stock Ownership Plan:
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We have audited the accompanying statements of net assets available for plan benefits of the Associated Banc-Corp 401(k) Profit Sharing & Employee Stock Ownership Plan (Plan) as of December 31, 2004 and 2003, and the related statements of changes in net assets available for plan benefits for each of the years in the two year period ended December 31, 2004. These financial statements are the responsibility of the Plans administrator. Our responsibility is to express an opinion on these financial statements based on our audits.
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We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 the plan administrator, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
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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, 2004 and 2003, and the changes in net assets available for plan benefits for each of the years in the two year period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.
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Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plans administrator. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
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/s/ KPMG LLP
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Chicago, Illinois June 3, 2005
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ASSOCIATED BANC-CORP 401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN
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Statements of Net Assets Available for Plan Benefits December 31, 2004 and 2003
2004 2003 ____________ Assets: Investments, at fair value: Common/collective trust funds $154,413,966 $140,035,804 Associated Banc-Corp common stock fund 146,561,109 125,895,995 Associated Banc-Corp common stock 35,945,323 -- Mutual funds 62,730,734 46,526,663 Loans to participants 1,811,079 1,067,184 ___________ Total Investments 401,462,211 313,525,646 Cash and cash equivalents 11,454 15,749 Accrued interest and dividends receivable 6,047 10 Receivable for investments sold 26,503,874 --- Contributions receivable from merged plans 561,205 --- Cash surrender value of life insurance 193,765 194,422 Participant contribution receivable 162 --- Employer contribution receivable 12,340,411 12,159,449 ___________ Net assets available for plan benefits $441,079,129 $325,895,276 =============================================================================== MARKER FORMAT-SHEET="Para Flush" FSL="Default"
See accompanying notes to financial statements
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ASSOCIATED BANC-CORP 401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN
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Statements of Changes in Net Assets Available for Plan Benefits Years Ended December 31, 2004 and 2003
2004 2003 ___________ Additions: Investment Income: Appreciation in fair value of investments $ 39,774,160 $ 57,293,669 Interest and dividends 5,122,640 4,492,503 ___________ Total investment income 44,896,800 61,786,172 Participant contributions 10,511,581 9,580,331 Employer contributions 12,340,411 12,159,449 Rollover contributions 2,110,565 1,997,125 Other 1,437 13 Transfer of Net Assets From merged plans 73,777,836 21,818,107 ___________ Total additions 143,638,630 107,341,197 Deductions: Distribution to participants 27,602,431 17,566,214 Insurance premiums 26,992 28,050 Administrative expenses 825,354 667,233 ___________ Total deductions 28,454,777 18,261,497 ___________ Net increase in net assets available for plan benefits 115,183,853 89,079,700 Net assets available for plan benefits: Beginning of year 325,895,276 236,815,576 ___________ End of year $441,079,129 $325,895,276 _____________ MARKER FORMAT-SHEET="Para Flush" FSL="Default"
See accompanying notes to financial statements.
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ASSOCIATED BANC-CORP
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401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN
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Notes to Financial Statements
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(1) Description of the Plan
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The following brief description of the Associated Banc-Corp 401(k) Profit Sharing & Employee Stock Ownership Plan, formerly known as the Associated Banc-Corp Profit Sharing & 401(k) Plan, (the Plan) is provided for general information. The Plan contains both profit sharing provisions and 401(k) provisions. Participants should refer to the summary plan description for a more complete description of the Plans provisions.
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Background
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Associated Banc-Corp (the Company) has established the Associated Banc-Corp 401(k) Profit Sharing & Employee Stock Ownership Plan, a defined contribution plan. The profit sharing provisions of the Plan provide for discretionary employer contributions. The 401(k) provisions of the Plan provide for employee contributions complying with the provisions of Internal Revenue Code (Code) Section 401(k) as well as discretionary employer matching contributions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
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Plan Mergers
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Effective December 31, 2004, all net assets of the First Federal Capital Bank Savings Investment Plan totaling $37,670,510 and the First Federal Capital Bank Employee Stock Ownership Plan totaling $29,365,927 were merged into the Plan. In January 2004 all net assets of CFG Salary Savings Plan and Trust totaling $6,741,399 were transferred into the Plan. In January 2003 all net assets of Signal Financial Corporation 401(k) Profit Sharing Plan totaling $21,818,107 were transferred into the Plan.
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Participants
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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 401(k) contribution provisions of the Plan on January 1 of the year in which 1,000 hours of service are completed. Employees are eligible to participate in the employee 401(k) contribution portion of the Plan upon completion of 30 days employment 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.
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Contributions
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In conjunction with the 401(k) provisions of the Plan, participants can elect to contribute an amount between 1% and the limitations ($13,000 for 2004 and $12,000 for 2003) of Section 402(g) of the Code of their compensation in multiples of 1% to the Plan by means of regular payroll deductions. Participants who have attained age 50 are eligible to make catch-up contributions in accordance with, and subject to the limitations ($3,000 for 2004 and $2,000 for 2003) of, Code section 414(v). Participants are also allowed to contribute amounts qualifying as rollover contributions under Section 402(c)(4) of the Code.
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ASSOCIATED BANC-CORP 401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN
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Notes to Financial Statements
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The Plan provides for a discretionary Company matching contribution equal to a percentage of compensation to match all or part of the employee contribution for plan participants who have met the service requirements.
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The Plan provides for discretionary Company contributions under the profit sharing provision of the Plan. Such contributions are allocated to each participants account based upon total participants compensation, as defined by the Plan for the year.
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Vesting
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Participants are 100% vested at all times in both employee and matching contributions under the 401(k) portion of the Plan. The following is a schedule of vesting in the Companys discretionary profit sharing contribution:
___________ Years of Service Vested Percentage __________ Less than three 0% Three but less than four 50% Four but less than five 75% Five or more 100% ____________ MARKER FORMAT-SHEET="Head Sub 2 Left" FSL="Default"
Forfeitures
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Upon termination, the non-vested portion of Company discretionary profit sharing contributions and the earnings thereon become subject to forfeiture. Forfeitures were approximately $889,657 and $675,680 in 2004 and 2003, respectively. Under a resolution effective January 1, 2003, the 2003 forfeitures were to be computed as if being allocated to all eligible participants but then only paid to the retired, deceased and disabled participants ($5,963) with the remainder ($669,697) being used to reduce employer contributions in the next calendar year. All forfeitures subsequent to 2003 are used to reduce employer contributions in the next calendar year. Under certain circumstances, the forfeited portion of a participants account will be restored if the participant is re-employed by the Company within a five-year period.
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Investment of Plan Assets
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Participants have the right to direct that investments be made in the Balanced Lifestage Fund, Growth Lifestage Fund, Growth Balanced Lifestage Fund, Conservative Balanced Lifestage Fund, Associated Money Market Account, Intermediate Term Bond Fund, Common Stock Fund, Foreign Equity Fund, Emerging Growth Fund, Equity Income Fund, Associated Banc-Corp Common Stock Fund, Dodge & Cox Stock Fund, EuroPacific Growth Fund, Goldman Sachs Growth Opportunities Fund, Janus Small Cap Value Fund, Growth Fund of America, Vanguard Institutional Index Fund, Weitz Value Fund or a combination of funds. Plan assets are held in trust with a subsidiary of the Company, Associated Trust Company, N.A. (the trustee). The following is a brief description of each fund:
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ASSOCIATED BANC-CORP 401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN
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Notes to Financial Statements
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Balanced Lifestage Fund The fund is designed to put equal emphasis on the pursuit of capital growth through investments in stocks, along with the stability and income generation provided by fixed income securities. Approximately one-half the portfolio will consist of investment grade bonds with the remaining one-half consisting of a diversified mix of stocks, with an emphasis on large capitalization stocks, but will also include mid-cap, small-cap, and foreign stocks.
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Growth Lifestage Fund The fund is designed to achieve growth of capital through investment in a broadly diversified portfolio of common stocks. The portfolio will emphasize large capitalization stocks, but will also include mid-cap, small-cap, and foreign stocks.
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Growth Balanced Lifestage Fund The fund is designed to seek both long term growth of capital and a modest amount of income and stability through a mix of stocks and bonds. The portfolio will largely emphasize the pursuit of capital growth through investments in large capitalization stocks, but will also include mid-cap, small-cap, and foreign stocks with the remainder primarily consisting of investment grade bonds.
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Conservative Balanced Lifestage Fund The fund is designed to emphasize stability of principal and income through investments in fixed income securities with a smaller emphasis on capital growth through investment stocks. The portfolio will primarily consist of investment grade bonds with the equity portion consisting primarily of large capitalization stocks, but will also include mid-cap, small-cap, and foreign stocks.
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Associated Money Market Account The investment alternative is designed to provide safety of principal through use of a money market account.
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Intermediate Term Bond Fund The fund is designed to earn a competitive total return through diversified investment in high-quality fixed income securities issued by the United States Government, federal agencies, and public corporations, as well as mortgage-backed and asset-backed issues and certificates of deposit.
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Common Stock Fund The fund is designed to achieve long-term growth through investment in large cap companies with good growth prospects. The majority of the assets in this portfolio are included in the S&P 500 Index.
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Foreign Equity Fund The fund is designed to provide exposure to investment opportunities outside the United States. The fund invests primarily in attractively valued foreign common stocks.
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Emerging Growth Fund The fund is designed to maximize long-term stock returns by diversifying stock ownership into numerous industries. The fund invests in equities issued by small capitalization, fast growing, companies.
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Equity Income Fund The fund is designed to pursue growth of capital while providing above average dividend yield. The fund invests in common stocks believed to be undervalued.
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ASSOCIATED BANC-CORP 401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN
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Notes to Financial Statements
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Associated Banc-Corp Common Stock Fund The fund is designed to share in the performance of Associated Banc-Corp. The fund invests in Associated Banc-Corp common stock and cash equivalents.
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Dodge & Cox Stock Fund The fund is designed to pursue long-term growth of principal and income. The Fund intends to remain fully invested in equities with at least 65% of assets in common stocks.
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E uroPacific Growth Fund The fund is designed to pursue long-term growth of capital. The fund invests in at least 80% of assets in equity securities of issuers from Europe and the pacific Basin.
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Goldman Sachs Growth Opportunities Fund The fund is designed to achieve long-term growth of capital. The fund invests in at least 90% of assets in equity securities with a primary focus on mid-cap companies.
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Janus Small Cap Value Fund The fund is designed to achieve capital appreciation. The fund invests in at least 80% of assets in equity securities of undervalued small companies with market capitalization within the 12-month average of the capitalization range of the Russell 2000 index.
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Growth Fund of America The fund is designed to achieve long-term capital growth. The fund invests primarily in common stocks.
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Vanguard Institutional Index Fund The fund is designed to replicate the aggregate price and yield performance of the S&P 500 Index. The fund invests in all 500 stocks listed in the S&P 500 in approximately the same proportion as they are represented in the Index.
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Weitz Value Fund The fund is designed to achieve capital appreciation by investing primarily in equity securities. The advisor seeks securities trading at prices lower than their intrinsic values.
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Participants can elect to invest in one of the aforementioned funds or in 1% increments in two or more funds. Participants can change the allocation of the Plan accounts on a daily basis.
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Participant Loans
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A participant may request a loan for one or a combination of the following reasons: (a) purchase or preservation of a participant-owned principal residence, (b) education expenses for the participant or their dependent, (c) extensive medical expenses in the participants immediate family, or (d) severe financial hardship. 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
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ASSOCIATED BANC-CORP 401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN
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Notes to Financial Statements
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or (2) 50% of the vested benefit of the participants account balance. A participant may not request a loan for less than $1,000.
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A commercially reasonable fixed rate of interest will be assessed on the loan with the current rate set at the prime rate offered by Associated Bank, N.A. The loan will provide bi-weekly payments under a level amortization schedule of not greater than 5 years or 15 years if a loan is used to acquire a principal residence.
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Valuation of Plan Assets
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Plan assets are valued daily. Under a daily valued plan, participants can verify account balances daily utilizing the VRU (Voice Response Unit) or Internet access, contributions are allocated to participant accounts upon receipt, and income and changes in asset values are immediately updated.
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Distributions
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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 participants 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 participants account through the date of distribution.
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Termination of Plan
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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.
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(2) Summary of Significant Accounting Policies
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Basis of Presentation
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The accompanying financial statements have been prepared on the accrual basis of accounting and present the net assets available for plan benefits and changes in those net assets in accordance with accounting principles generally accepted in the United States of America.
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The significant accounting policies of the Plan are as follows:
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ASSOCIATED BANC-CORP 401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN
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Notes to Financial Statements
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Investments and Income Recognition
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Investment securities are valued at quoted market prices. The investments in units of the common/collective trust funds are valued at the amount at which shares in the funds can be withdrawn, which approximates fair value. Securities for which no quoted market price is available are valued at estimated fair value. Short-term investments are stated at cost plus accrued interest, which approximates fair value. Participant loans are valued at cost which approximates fair value. Plan assets are held by the trustee. Purchases and sales of securities are recorded on a trade-date basis. Realized gains and losses on the sale of investments are determined through the use of specific identification. The Plans funds record interest income on the accrual basis and dividends on the ex-dividend date.
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The Plans investments are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the values of investments, it is at least reasonably possible that changes in risks in the near term could materially affect participant account balances and the amounts reported in the financial statements of the Plan.
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Payment of Benefits
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Benefits are recorded when paid.
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Use of Estimates
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The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
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(3) Investments
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The fair value of investments that represent 5% or more of the Plans net assets at December 31 are presented in the following table:
2004 2003 _____________ Associated Banc-Corp Common Stock Fund $146,561,109 $125,895,995 Associated Banc-Corp Common Stock 35,945,323 --- Associated Trust Company, N.A. Growth Lifestage Fund 45,166,637 38,491,333 Associated Trust Company, N.A. Balanced Lifestage Fund 44,198,035 40,200,582 Associated Trust Company, N.A. Money Market Account 25,489,598 28,749,321 _____________ MARKER FORMAT-SHEET="Head Minor Center" FSL="Default"
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ASSOCIATED BANC-CORP 401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN
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Notes to Financial Statements
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During 2004 and 2003, the Plans investments, including gains and losses on investments purchased and sold, as well as held during the year, appreciated in value by $39,774,160 and $57,293,669 respectively, as follows:
2004 2003 _ _ Associated Banc-Corp Common Stock Fund $20,659,519 $27,008,635 Common/Collective Trust Funds 12,923,714 20,112,714 Mutual Funds 6,190,927 10,172,320 __ ____ Total $39,774,160 $57,293,669 ============ ============ MARKER FORMAT-SHEET="Head Left" FSL="Default"
(4) Transactions with Related Parties
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The Associated Banc-Corp Common Stock Fund at December 31, 2004 and 2003 included 4,377,360 shares and 2,992,378 shares, respectively, of common stock of the Company with fair values of $145,372,126 and $125,077,786, respectively. Dividend income from Company stock totaled $4,264,181 and $4,080,327 in 2004 and 2003, respectively. Also included in the Associated Banc-Corp Common Stock Fund at December 31, 2004 and 2003 were 1,188,983 units and 818,209 units, respectively, of Goldman Sachs Financial Square Prime Obligations Fund with fair values of $1,188,983 and $818,209, respectively. Goldman Sachs Financial Square Prime Obligations Fund is an unrelated party.
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Effective December 31, 2004 the Plan received 1,081,713 shares of Associated Banc-Corp common stock with a fair value of $35,945,323 from the First Federal Capital Bank benefit plans. These shares had not yet been deposited into the Associated Banc-Corp common stock fund investment alternative.
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Associated Trust Company, N.A. performs asset management and participant recordkeeping for the Plan. Asset management and recordkeeping fees paid to Associated Trust Company totaled $798,189 and $640,563 in 2004 and 2003, respectively.
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The Plan invests in various Associated Trust Company, N.A. common/collective trust funds. As of December 31, 2004 and 2003, $154,413,966 and $140,035,804, respectively, were invested in Associated Trust Company, N.A. common/collective trust funds.
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ASSOCIATED BANC-CORP 401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN
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Notes to Financial Statements
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(5) Benefits Payable
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The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2004 and 2003 to Form 5500:
2004 2003 Net assets available for plan benefits per the financial statements $441,079,129 $325,895,276 Amounts allocated to withdrawing participants (1,631,634) (1,303,349) _______ Net Assets available for benefits per the Form 5500 $439,447,495 $324,591,927 =============================== MARKER FORMAT-SHEET="Para Flush Level 1" FSL="Default"
The following is a reconciliation of benefits paid to participants per the financial statements for the years ended December 31, 2004 and 2003 to Form 5500:
2004 2003 Benefits paid to participants per the financial statements $ 27,602,431 $ 17,566,214 Add: Amounts allocated to withdrawing participants at December 31, 2004 and 2003, respectively 1,631,634 1,303,349 Less: Amounts allocated to withdrawing participants at December 31, 2003 and 2002, respectively (1,303,349) (584,305) _______ Benefits paid to participants per Form 5500 $ 27,930,716 $ 18,285,258 =============================== MARKER FORMAT-SHEET="Head Left" FSL="Default"
(6) Income Taxes
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The Plan administrator has received a favorable tax determination letter, dated July 18, 2002, 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 Plans 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.
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Participants in the Plan are not subject to federal income taxes until they receive a distribution from the Plan.
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ASSOCIATED BANC-CORP 401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN
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Schedule H, line 4i Schedule of Assets (Held at End of Year) December 31, 2004
_____________ Description of investment, including maturity date, Identity of issue, borrower, rate of interest, collateral Current Lessor, or similar party par, or maturity value Value _____________ * Associated Trust Company, N.A. 393,935 units $ 9,056,950 Emerging Growth Fund * Associated Trust Company, N.A. Common 53,561 units 7,498,841 Stock Fund * Associated Trust Company, N.A. 26,460 units 1,817,086 Equity Income Fund * Associated Trust Company, N.A. 81,833 units 4,443,047 Foreign Equity Fund * Associated Trust Company, N.A. 3,406,453 units 44,198,035 Balanced Lifestage Fund * Associated Trust Company, N.A. 135,604 units 1,819,226 Growth Balanced Lifestage Fund * Associated Trust Company, N.A. 3,152,643 units 45,166,637 Growth Lifestage Fund * Associated Trust Company, N.A. 541,054 units 13,790,984 Intermediate Term Bond Fund * Associated Trust Company, N.A. 43,507 units 726,794 Short Term Bond Fund (Used only in Segregated Accounts) * Associated Trust Company, N.A. 34,708 units 406,768 Conservative Balanced Lifestage Fund * Associated Money Market Account 24,977,471 units 25,489,598 _______________ Total Common/Collective Trust Funds $154,413,966 MARKER FORMAT-SHEET="Head Minor Center" FSL="Default"
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ASSOCIATED BANC-CORP 401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN
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Schedule H, line 4i Schedule of Assets (Held at End of Year) December 31, 2004
_____________ Description of investment, including maturity date, Identity of issue, borrower, rate of interest, collateral Current Lessor, or similar party par, or maturity value Value _____________ * Associated Banc-Corp Common Stock Fund 2,513,083 units $146,561,109 _____________ _____________ * Associated Banc-Corp Common Stock 1,081,713 shares $ 35,945,323 _____________ Dodge & Cox Stock Fund 136,235 units $ 17,740,544 Euro Pac Growth Fund 116,377 units 4,103,436 Goldman Sachs TR Growth Opportunity Instl 194,715 units 4,320,721 Growth Fund of America 42,281 units 1,151,299 Janus Small Cap Value Fund 442,908 units 13,278,393 Vanguard Institutional Index Fund 132,677 units 14,688,702 Weitz Value Fund 197,550 units 7,447,639 _____________ Total Mutual Funds $ 62,730,734 _____________ _____________ Loans to Participants (261 participant $ 1,811,079 loans with interest rates ranging from 4.00% to 10.50% and maturity dates ranging from January 4, 2005 to November 16, 2018) _____________ _____________ Total Investments $401,462,211 MARKER FORMAT-SHEET="Head Minor Center" FSL="Default"
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ASSOCIATED BANC-CORP 401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN
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Schedule H, line 4i Schedule of Assets (Held at End of Year) December 31, 2004
Cash Surrender Value: Penn Mutual Life Insurance Co. $ 74,727 The Guardian Insurance and Annuity Co. 33,972 General American Life Ins. Co. 85,066 _____________ Total Cash Surrender Value $ 193,765 _____________ * Denotes a party-in-interest MARKER FORMAT-SHEET="Para Flush" FSL="Default"
See accompanying report of independent registered public accounting firm.
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Consent of Independent Registered Public Accounting Firm
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The Board of Directors Associated Banc-Corp:
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We consent to the incorporation by reference in the registration statement on Form S-8 of Associated Banc-Corp of our report dated June 3, 2005, relating to the statements of net assets available for plan benefits of the Associated Banc-Corp 401(k) Profit Sharing & Employee Stock Ownership Plan as of December 31, 2004 and 2003, and the related statements of changes in net assets available for plan benefits for each of the years in the two-year period ended December 31, 2004, and Schedule H, line 4i Schedule of Assets (Held at End of Year), as of December 31, 2004, which report appears in the December 31, 2004 annual report on Form 11-K of the Associated Banc-Corp 401(k) Profit Sharing & Employee Stock Ownership Plan.
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/s/ KPMG LLP
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Chicago, Illinois June 28, 2005