8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

 Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 28,  2015

                                                                            Associated Banc-Corp                                                                      

(Exact name of registrant as specified in its chapter)

Wisconsin
001-31343
39-1098068

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

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

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

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

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

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

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

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

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

Item 8.01.  Other Events. 

On August 28, 2015,  the Board of Directors of Associated Banc-Corp (“Company”) authorized the repurchase of up to $10 million of the depositary shares each representing a 1/40^th interest in a share of the Company’s 6.125% Non-Cumulative Perpetual Preferred Stock, Series C.  The Board also authorized the repurchase of up to $10 million of the Warrants to purchase shares of the Company’s common stock, which expire on November 21, 2018.  Repurchases under such authorizations are subject to regulatory limitations and may occur from time to time in open market purchases, block transactions, private transactions, accelerated share repurchase programs or similar facilities.

The news release containing this information is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.

99.1    News release dated August 28, 2015

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
	Associated Banc-Corp
	(Registrant)
Date:  August 28, 2015	By:   /s/ Randall  J. Erickson
	Randall J. Erickson
	Executive Vice President, General Counsel
	and Corporate Secretary

Exhibit Index

Exhibit

Number

99.1

News Release dated August 28, 2015

EX-99.1

	Exhibit 99.1
	NEWS RELEASE          Investor Contact: Teresa Gutierrez, Senior Vice President, Director of Investor Relations   920-491-7059 Media Contact: Cliff Bowers, Senior Vice President, Director of Public Relations 920-491-7542

Associated Banc-Corp Announces Authorization to Repurchase
Series C Preferred Stock and Warrants

GREEN BAY, Wis. –– August 28, 2015 –– The Board of Directors of Associated Banc-Corp (NYSE:ASB) ("Associated") today authorized the repurchase of up to $10 million of the depositary shares each representing a 1/40 interest in a share of Associated’s 6.125% Non-Cumulative Perpetual Preferred Stock, Series C (NYSE:ASB.PRC). The Board also authorized the repurchase of up to $10 million of the Warrants to purchase shares of Associated common stock which expire on November 21, 2018 (NYSEMKT:ASB.WS).

Repurchases under such authorizations are subject to regulatory limitations and may occur from time to time in open market purchases, block transactions, accelerated share repurchase programs or similar facilities.

ABOUT ASSOCIATED BANC-CORP

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

FORWARD LOOKING STATEMENTS

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