-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DIOz9YPSX0U8oW1DtEUGN+rEGEelpoi2RFPq+VkucwZ3cxA9hvckam9JskKI1PND NsV5/+1GRoe3Q5arCnFk5g== 0000007789-99-000013.txt : 19990701 0000007789-99-000013.hdr.sgml : 19990701 ACCESSION NUMBER: 0000007789-99-000013 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATED BANC-CORP CENTRAL INDEX KEY: 0000007789 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 391098068 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-05519 FILM NUMBER: 99656514 BUSINESS ADDRESS: STREET 1: 112 NORTH ADAMS ST STREET 2: P O BOX 13307 CITY: GREEN BAY STATE: WI ZIP: 54301 BUSINESS PHONE: 4144333166 MAIL ADDRESS: STREET 1: 112 NORTH ADAMS STREET STREET 2: P O BOX 13307 CITY: GREEN BAY STATE: WI ZIP: 54307-3307 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED BANK SERVICES INC DATE OF NAME CHANGE: 19770626 11-K 1 FORM 11-K 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 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 ASSOCIATED BANC-CORP PROFIT SHARING AND RETIREMENT SAVINGS PLAN Financial Statements and Schedules December 31, 1998 and 1997 (With Independent Auditors' Report Thereon) ASSOCIATED BANC-CORP PROFIT SHARING AND RETIREMENT SAVINGS PLAN TABLE OF CONTENTS - -------------------------------------------------------------------------------- Page(s) - -------------------------------------------------------------------------------- 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 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 ASSOCIATED BANC-CORP PROFIT SHARING AND RETIREMENT SAVINGS PLAN Statement of Net Assets Available for Plan Benefits December 31, 1998 - ------------------------------------------------------------------------------------------------------------------------------------ Associated Intermediate Diversified Banc-Corp Self- Balanced Money Market Term Bond Stock Common Directed Fund Fund Fund Fund Stock Fund Funds Other Total - ------------------------------------------------------------------------------------------------------------------------------------ Assets: 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 ====================================================================================================================================
See accompanying notes to financial statements ASSOCIATED BANC-CORP PROFIT SHARING AND RETIREMENT SAVINGS PLAN Statement of Net Assets Available for Plan Benefits December 31, 1997 - ------------------------------------------------------------------------------------------------------------------------------------ Associated Principal Fixed Common Banc-Corp Self- Balanced Preservation Income Stock Common Directed Fund Fund Fund Fund Stock Fund Funds Other Total - ------------------------------------------------------------------------------------------------------------------------------------ Assets: 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 - ------------------------------------------------------------------------------------------------------------------------------------ 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) - ------------------------------------------------------------------------------------------------------------------------------------ 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 ====================================================================================================================================
See accompanying notes to financial statements ASSOCIATED BANC-CORP PROFIT SHARING AND RETIREMENT SAVINGS PLAN Statement of Changes in Net Assets Available for Plan Benefits Year Ended December 31, 1998 - ------------------------------------------------------------------------------------------------------------------------------------ Associated Intermediate Diversified Banc-Corp Self- Balanced Money Market Term Bond Stock Common Directed Fund Fund Fund Fund Stock Fund Funds Other Total - ------------------------------------------------------------------------------------------------------------------------------------ Additions: 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 - ------------------------------------------------------------------------------------------------------------------------------------ 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 ====================================================================================================================================
See accompanying notes to financial statements ASSOCIATED BANC-CORP PROFIT SHARING AND RETIREMENT SAVINGS PLAN Statement of Changes in Net Assets Available for Plan Benefits Year Ended December 31, 1997 - ------------------------------------------------------------------------------------------------------------------------------------ Associated Principal Fixed Common Banc-Corp Self- Balanced Preservation Income Stock Common Directed Fund Fund Fund Fund Stock Fund Funds Other Total - ------------------------------------------------------------------------------------------------------------------------------------ Additions: 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 ====================================================================================================================================
See accompanying notes to financial statements 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. 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: 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. 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. 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 - -------------------------------------------------------------------------------- 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. 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 ----------------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------------- 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 -----------------------------------------------------------------------------------------------------------------------------------
*Denotes a party-in-interest See accompanying independent auditors= report 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 - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------ 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 -- - ------------------------------------------------------------------------------------------------------------------------------------
See accompanying independent auditors' report * Denotes a party-in-interest 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 -----END PRIVACY-ENHANCED MESSAGE-----