Press Release Details 5.23

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Associated 2nd Quarter Earnings Per Diluted Share up 13.7 Percent

07/22/2004

GREEN BAY, Wis.--(BUSINESS WIRE)--July 22, 2004--Associated Banc-Corp (NASDAQ:ASBC) earned $.58 per diluted share in the quarter ended June 30, 2004, a 13.7 percent increase from $.51 per diluted share for the same period in 2003, and up from $.53 per diluted share for the first quarter of 2004.

All share and per share information in this news release has been restated to reflect Associated's 3-for-2 stock split, effected in the form of a stock dividend, paid May 12, 2004 to its shareholders of record as of May 7.

Return on average assets was 1.67 percent in the second quarter 2004 compared to 1.51 percent in the second quarter of 2003, and 1.57 percent in the first quarter 2004. Return on average equity was 18.87 percent compared to 17.37 percent in both the year-earlier quarter and first quarter of 2004.

For the six months ended June 30, 2004, diluted earnings per share were $1.11, up 8.8 percent from $1.02 per diluted share in the same period in 2003. Return on average assets was 1.62 percent and return on average equity was 18.12 percent, compared to 1.55 percent and 17.86 percent, respectively, for the six months ended June 30, 2003.

"We are pleased with our results in the second quarter, which reflect the progress we're making on our strategic priorities," Associated President and CEO Paul Beideman said. "Our asset quality is strong and continues to improve. Our fee income, particularly from insurance and brokerage activities, shows positive momentum. At the same time, sound expense control is a contributor to our performance," he said.

Net income was $64.5 million for the quarter that ended June 30, 2004. This compares to $56.7 million for the second quarter of 2003 and $59.6 million for first quarter 2004. On a year-to-date basis net income was $124.1 million for the first half of 2004, up 8.2 percent from $114.7 million for the comparable period of 2003.

The quarter-period comparisons between 2004 and 2003 continue to be impacted by anticipated changes in mortgage banking, notably from significantly lower refinancing activity throughout the industry, which began in the fourth quarter of 2003. While the reduced refinancing activity reduced mortgage banking income, it also slowed loan prepayment speeds which supported greater value of the mortgage loan servicing asset and lowered mortgage servicing rights expense. Mortgage servicing rights expense included $6.7 million and $4.2 million of valuation reserve recovery for the three months and six months ended June 30, 2004, respectively, compared to $8.5 million and $15.8 million of additional valuation reserve for the three months and six months ended June 30, 2003, respectively.

Therefore, for the comparable second quarter periods, mortgage banking revenue was down $18.1 million while mortgage servicing rights expense was lower by $15.4 million, for a net unfavorable pre-tax impact of $2.7 million. For the first half of 2004 compared to the same period for 2003, mortgage banking fee revenue was down $33.5 million, while mortgage servicing rights expense was down $20.2 million for a net $13.3 million unfavorable pre-tax impact.

Also, Associated's acquisition of Jabas Group, Inc., one of Wisconsin's leading employee benefit firms, on April 1, 2004, affected the comparison of retail commission income and noninterest expenses between second quarter periods. The Jabas acquisition builds on Associated's previous acquisition of CFG Insurance Services, Inc. on April 1, 2003. Associated merged the insurance agencies, which now operate as Associated Financial Group, LLC.

Associated Banc-Corp's net interest income rose to $131.9 million in the second quarter, compared to $127.2 million in the second quarter of 2003 and $129.1 million in the first quarter of 2004. For the first half of 2004, net interest income was $261.0 million, up 2.5 percent compared to $254.6 million for the same period of 2003.

The net interest margin was steady at 3.80 percent for both quarters of 2004, compared to 3.79 percent for second quarter of 2003 and 3.83 percent for the first six months of 2003.

Total loans at the end of the second quarter 2004 were $10.6 billion, up from $10.4 billion at the end of the second quarter of 2003, including 2 percent growth in commercial loans and 13 percent growth in home equity loans. Total loans increased 3 percent on an annualized basis since March 31, 2004, led by 5 percent annualized growth in commercial loans. Total deposits were $9.6 billion at June 30, 2004, up from $9.5 billion a year earlier, and down from $9.7 billion at March 31, 2004, particularly from maturities of time deposits.

The company's credit quality showed improvement as our relationship managers continue to work through problem credits with satisfactory results. Total nonperforming loans were $85.9 million, or 0.81 percent of total loans at June 30, 2004, down from $117.2 million, or 1.13 percent of loans a year ago, and $93.6 million, or 0.89 percent of loans at March 31, 2004.

Second quarter net charge-offs were $5.6 million (0.21 percent of average loans annualized), down from $10.1 million (0.38 percent annualized) for second quarter 2003 and up slightly from $5.1 million (0.20 percent annualized) for first quarter 2004. For the first half of 2004, annualized net charge-offs were 0.20 percent of average loans, compared to 0.29 percent annualized for the same period last year. The provision for loan losses was $5.9 million for second quarter 2004, compared to $12.1 million for second quarter 2003, and $5.2 million for first quarter 2004. For the first six months of 2004 the provision for loan losses was $11.1 million, compared to $25.1 million for the same period last year. This decrease is due to improved asset quality. The allowance for loan losses was 1.69 percent of total loans at both June 30, 2004 and March 31, 2004, compared to 1.66 percent a year ago.

Excluding mortgage fee revenue, noninterest income was $46.5 million for second quarter 2004, up from $41.3 million for the second quarter of 2003, and $43.9 million for first quarter 2004. Compared to the second quarter of 2003, insurance and brokerage retail commissions increased $5.8 million (primarily due to the inclusion of Jabas and stronger fixed annuity sales commissions), credit card and other nondeposit fees were up $0.9 million, and service charges on deposit accounts were up $0.7 million. Compared to the first quarter of 2004, the $2.6 million increase was also primarily due to the inclusion of Jabas in retail commissions and increased service charges on deposits.

On a year-to-date basis, noninterest income excluding mortgage fee revenue, was $90.4 million, or 12 percent higher than $80.4 million for the first half of 2003. The increase was led by insurance revenues that more than doubled given the insurance agency acquisitions, as well as growth in trust fees and service charges on deposit accounts.

Excluding mortgage servicing rights expense, noninterest expense was $92.0 million for second quarter 2004, compared to $89.2 million for the comparable 2003 period, and $86.9 million for first quarter 2004. The $2.8 million increase from the same quarter last year was primarily a result of incurring Jabas operating expenses. Compared to the first quarter of 2004, the $5.1 million increase was primarily the result of including Jabas operating expenses, as well as increased data processing costs, marketing expense and legal and professional fees.

On a year-to-date basis, noninterest expense excluding mortgage servicing rights expense was $178.9 million for the first six months of 2004, only 3 percent higher than $174.1 million for the comparative period last year. The efficiency ratio improved to 48.18 percent, compared to 49.79 percent for the first half of 2003.

"We are continuing to invest in our capabilities to diversify Associated's revenue streams. Our asset quality and expense controls will continue to positively affect our earnings through the remainder of 2004. We are continuing to see positive momentum in our fee-based businesses," Beideman said. "We look forward to increasing the pace of commercial lending growth as the economy improves and as we continue to implement our 'Achieving Excellence' sales initiative.

"Given the current trends in our business, we remain confident that we can meet or exceed the consensus of analysts' estimates for our 2004 earnings," Beideman said.

Associated repurchased approximately 0.2 million shares of its common stock during the second quarter of 2004 at an average cost of $27.93 per share, bringing year-to-date repurchases to 0.7 million shares at $28.91 average cost per share, compared to 1.8 million shares repurchased at $23.11 average cost per share for the first half of 2003.

"Additionally, planning for our acquisition and integration of First Federal Capital Corp. continues to progress well. We feel very positive about the benefits of this combination. We remain on target for a fourth quarter closing," Beideman said.

The company will host a conference call for investors and analysts at 3 p.m. CDT today. The toll-free dial-in number is 877-654-5513. Participants should ask the operator for the Associated Banc-Corp earnings call, number 876-4788. An archived recording of the call will be available for two weeks.

Associated Banc-Corp has more than 200 banking offices serving more than 150 communities in Wisconsin, Illinois, and Minnesota. The company offers a full range of traditional banking services and a variety of other financial products and services. More information about Associated Banc-Corp is available at www.AssociatedBank.com.

Statements made in this document that 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. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. These statements may be identified by the use of words such as "believe," "expect," "anticipate," "plan," "estimate," "should," "will," "intend," or similar expressions. Outcomes related to such statements are subject to numerous risk factors and uncertainties including those listed in the company's Annual Report filed on Form 10-K.

----------------------------------------------------------------------

Consolidated Balance Sheets (Unaudited)
Associated Banc-CorpJune 30, December 31,   %       June 30,    %
(in thousands)          2004       2003     Change      2003   Change
----------------------------------------------------------------------
Assets
Cash and due from
 banks                $309,804    $389,140  (20.4%)   $393,882 (21.3%)
Interest-bearing
 deposits in other
 financial
 institutions           11,353       7,434    52.7%     13,456 (15.6%)
Federal funds sold
 and securities
 purchased
 under agreements
 to resell              39,245       3,290  1092.9%     14,550  169.7%
Securities
 available for
 sale, at fair
 value               3,799,842   3,773,784     0.7%  3,374,834   12.6%
Loans held for sale     69,891     104,336  (33.0%)    392,563 (82.2%)
Loans               10,556,603  10,291,810     2.6% 10,387,364    1.6%
Allowance for loan
 losses               (177,980)   (177,622)    0.2%   (172,440)   3.2%
                   ------------ -----------        ------------
    Loans, net      10,378,623  10,114,188     2.6% 10,214,924    1.6%
Premises and
 equipment             129,401     131,315   (1.5%)    131,436  (1.5%)
Goodwill               232,528     224,388     3.6%    224,388    3.6%
Intangible assets       73,977      63,509    16.5%     50,556   46.3%
Other assets           457,892     436,510     4.9%    408,227   12.2%
                   ------------ -----------        ------------
    Total assets   $15,502,556 $15,247,894     1.7% $15,218,816   1.9%
                   ============ ===========        ============

Liabilities and
 Stockholders' Equity
Noninterest-
 bearing deposits   $1,822,716  $1,814,446     0.5% $1,833,703  (0.6%)
Interest-bearing
 deposits,
 excluding
 Brokered CDs        7,497,441   7,813,267   (4.0%)  7,455,900    0.6%
Brokered CDs           263,435     165,130    59.5%    163,857   60.8%
                   ------------ -----------        ------------
    Total deposits   9,583,592   9,792,843   (2.1%)  9,453,460    1.4%
Short-term
 borrowings          2,588,103   1,928,876    34.2%  2,079,371   24.5%
Long-term funding    1,827,326   2,034,160  (10.2%)  2,204,517 (17.1%)
Accrued expenses
 and other
 liabilities           124,641     143,588  (13.2%)    163,222 (23.6%)
                   ------------ -----------        ------------
    Total
     liabilities    14,123,662  13,899,467     1.6% 13,900,570    1.6%
Stockholders'
 Equity
  Preferred stock            -           -                   -
  Common stock           1,105         734    50.5%        743   48.7%
  Surplus              584,853     575,975     1.5%    606,660  (3.6%)
  Retained
   earnings            791,432     724,356     9.3%    664,280   19.1%
  Accumulated
   other comprehensive
   income               15,305      52,089  (70.6%)     65,822 (76.7%)
  Deferred
   compensation         (1,981)     (1,981)    0.0%     (1,744)  13.6%
  Treasury stock,
   at cost             (11,820)     (2,746)  330.4%    (17,515)(32.5%)
                   ------------ -----------        ------------
    Total
     stockholders'
     equity          1,378,894   1,348,427     2.3%  1,318,246    4.6%
                   ------------ -----------        ------------
    Total
     liabilities
     and
     stockholders'
     equity        $15,502,556 $15,247,894     1.7% $15,218,816   1.9%
                   ============ ===========        ============

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Consolidated Statements of Income (Unaudited)
Associated Banc-Corp

                    For The Three             For The Six
                     Months Ended,            Months Ended,
                       June 30,                  June 30,
                  ------------------        ------------------
(in thousands, except                 %                         %
per share amounts)  2004     2003  Change     2004     2003  Change
----------------------------------------------------------------------
Interest Income
Interest and fees
 on loans         $137,449 $147,785  (7.0%) $272,701 $296,281   (8.0%)
Interest and
 dividends on
 investment
 securities
 and deposits
 with other
 financial
 institutions
  Taxable           30,767   25,923    18.7%  61,799   52,720    17.2%
  Tax-exempt        10,267    9,942     3.3%  20,502   19,997     2.5%
Interest on
 federal funds
 sold and
 securities
 purchased under
 agreements to
 resell                 68       54    25.9%      95       89     6.7%
                  --------- --------        --------- --------
    Total interest
     income        178,551  183,704   (2.8%) 355,097  369,087   (3.8%)
Interest Expense
Interest on
 deposits           26,656   31,558  (15.5%)  54,210   63,548  (14.7%)
Interest on
 short-term
 borrowings          7,241    8,442  (14.2%)  13,780   17,009  (19.0%)
Interest on long-
 term funding       12,775   16,509  (22.6%)  26,153   33,881  (22.8%)
                  --------- --------        --------- --------
    Total interest
     expense        46,672   56,509  (17.4%)  94,143  114,438  (17.7%)
                  --------- --------        --------- --------
Net Interest
 Income            131,879  127,195     3.7% 260,954  254,649     2.5%
Provision for
 loan losses         5,889   12,132  (51.5%)  11,065   25,092  (55.9%)
                  --------- --------        --------- --------
Net interest
 income after
 provision for
 loan losses       125,990  115,063     9.5% 249,889  229,557     8.9%
Noninterest Income
Trust service
 fees                8,043    7,796     3.2%  15,911   14,426    10.3%
Service charges
 on deposit
 accounts           13,141   12,462     5.4%  25,538   24,273     5.2%
Mortgage banking     9,045   27,113  (66.6%)  18,071   51,613  (65.0%)
Credit card and
 other nondeposit
 fees                6,074    5,192    17.0%  11,745   12,588   (6.7%)
Retail
 commissions        13,162    7,407    77.7%  22,519   10,710   110.3%
Bank owned life
 insurance income    3,641    3,450     5.5%   6,996    6,841     2.3%
Asset sale gains
 (losses), net         218     (790)(127.6%)     440     (668)(165.9%)
Investment
 securities gains
 (losses), net        (569)   1,027 (155.4%)   1,362      701    94.3%
Other                2,742    4,771  (42.5%)   5,874   11,550  (49.1%)
                  --------- --------        --------- --------
    Total noninterest
     income         55,497   68,428  (18.9%) 108,456  132,034  (17.9%)
Noninterest Expense
Personnel expense   53,612   51,733     3.6% 105,888  100,569     5.3%
Occupancy            6,864    7,151   (4.0%)  14,336   14,266     0.5%
Equipment            2,878    3,190   (9.8%)   5,877    6,434   (8.7%)
Data processing      6,128    5,602     9.4%  11,801   11,220     5.2%
Business
 development and
 advertising         4,057    3,553    14.2%   6,714    6,916   (2.9%)
Stationery and
 supplies            1,429    1,634  (12.5%)   2,655    3,313  (19.9%)
Mortgage servicing
 rights expense     (2,368)  13,021 (118.2%)   4,404   24,619  (82.1%)
Other intangible
 amortization          934      870     7.4%   1,716    1,220    40.7%
Loan expense         1,670      950    75.8%   3,056    4,298  (28.9%)
Other               14,415   14,483   (0.5%)  26,828   25,886     3.6%
                  --------- --------        --------- --------
    Total noninterest
     expense        89,619  102,187  (12.3%) 183,275  198,741   (7.8%)
                  --------- --------        --------- --------
Income before
 income taxes       91,868   81,304    13.0% 175,070  162,850     7.5%
Income tax
 expense            27,363   24,635    11.1%  51,005   48,188     5.8%
                  --------- --------        --------- --------
Net Income         $64,505  $56,669    13.8% $124,065 $114,662    8.2%
                  ========= ========        ======== =========

Earnings Per Share:
  Basic            $  0.59  $  0.51    15.7%  $ 1.13   $ 1.03     9.7%
  Diluted          $  0.58  $  0.51    13.7%  $ 1.11   $ 1.02     8.8%
Average Shares
 Outstanding:
  Basic            110,116  110,938   (0.7%) 110,205  111,157   (0.9%)
  Diluted          111,520  112,025   (0.5%) 111,647  112,166   (0.5%)


----------------------------------------------------------------------

Consolidated Statements of Income (Unaudited) - Quarterly Trend
Associated Banc-Corp

(in thousands, except
per share amounts)     2Q04      1Q04      4Q03      3Q03      2Q03
----------------------------------------------------------------------
Interest Income
Interest and fees on
 loans               $137,449  $135,252  $137,289  $145,246  $147,785
Interest and
 dividends on
 investment
 securities
 and deposits in
 other financial
 institutions:
  Taxable              30,767    31,032    29,194    26,710    25,923
  Tax-exempt           10,267    10,235     9,939     9,825     9,942
Interest on federal
 funds sold and
 securities
 purchased under
 agreements to
 resell                    68        27        36        38        54
                     --------- --------- --------- --------- ---------
    Total interest
     income           178,551   176,546   176,458   181,819   183,704
Interest Expense
Interest on deposits   26,656    27,554    29,247    30,327    31,558
Interest on short-
 term borrowings        7,241     6,539     5,390     6,757     8,442
Interest on long-
 term funding          12,775    13,378    14,684    15,759    16,509
                     --------- --------- --------- --------- ---------
    Total interest
     expense           46,672    47,471    49,321    52,843    56,509
                     --------- --------- --------- --------- ---------
Net Interest Income   131,879   129,075   127,137   128,976   127,195
Provision for loan
 losses                 5,889     5,176     9,603    12,118    12,132
                     --------- --------- --------- --------- ---------
Net interest income
 after provision for
 loan losses          125,990   123,899   117,534   116,858   115,063
Noninterest Income
Trust service fees      8,043     7,868     8,150     7,001     7,796
Service charges on
 deposit accounts      13,141    12,397    12,735    13,338    12,462
Mortgage banking        9,045     9,026     9,753    21,671    27,113
Credit card and
 other nondeposit
 fees                   6,074     5,671     5,646     5,435     5,192
Retail commissions     13,162     9,357     8,031     6,830     7,407
Bank owned life
 insurance income       3,641     3,355     3,417     3,532     3,450
Asset sale gains
 (losses), net            218       222     1,366       871      (790)
Investment
 securities gains
 (losses), net           (569)    1,931         -         1     1,027
Other                   2,742     3,132     3,379     3,245     4,771
                     --------- --------- --------- --------- ---------
    Total noninterest
     income            55,497    52,959    52,477    61,924    68,428
Noninterest Expense
Personnel expense      53,612    52,276    54,391    53,080    51,733
Occupancy               6,864     7,472     6,710     7,101     7,151
Equipment               2,878     2,999     3,206     3,178     3,190
Data processing         6,128     5,673     5,731     6,322     5,602
Business development
 and advertising        4,057     2,657     4,165     4,113     3,553
Stationery and
 supplies               1,429     1,226     1,741     1,651     1,634
Mortgage servicing
 rights expense        (2,368)    6,772       735     4,199    13,021
Other intangible
 amortization             934       782       870       871       870
Loan expense            1,670     1,386     1,446     1,806       950
Other                  14,415    12,413    15,125    13,486    14,483
                     --------- --------- --------- --------- ---------
    Total noninterest
     expense           89,619    93,656    94,120    95,807   102,187
                     --------- --------- --------- --------- ---------
Income before income
 taxes                 91,868    83,202    75,891    82,975    81,304
Income tax expense     27,363    23,642    20,282    24,589    24,635
                     --------- --------- --------- --------- ---------
Net Income            $64,505   $59,560   $55,609   $58,386   $56,669
                     ========= ========= ========= ========= =========

Earnings Per Share:
  Basic               $  0.59   $  0.54   $  0.51   $  0.53   $  0.51
  Diluted             $  0.58   $  0.53   $  0.50   $  0.52   $  0.51
Average Shares
 Outstanding:
  Basic               110,116   110,294   109,965   110,209   110,938
  Diluted             111,520   111,830   111,499   111,485   112,025

----------------------------------------------------------------------
Selected Quarterly Information
Associated Banc-Corp

----------------------------------------------------------------------
(in thousands,
except per share
& full time
equivalent             YTD          YTD         2nd Qtr      1st Qtr
employee data)         2004         2003          2004         2004
----------------------------------------------------------------------
Summary of Operations
Net interest
 income               260,954      254,649       131,879      129,075
Provision for
 loan losses           11,065       25,092         5,889        5,176
Asset sale gains
 (losses), net            440         (668)          218          222
Investment
 securities gains
 (losses), net          1,362          701          (569)       1,931
Noninterest
 income
 (excluding
 securities &
 asset gains)         106,654      132,001        55,848       50,806
Noninterest
 expense              183,275      198,741        89,619       93,656
Income before
 income taxes         175,070      162,850        91,868       83,202
Income taxes           51,005       48,188        27,363       23,642
Net income            124,065      114,662        64,505       59,560
Taxable equivalent
 adjustment            12,791       12,508         6,387        6,404

----------------------------------------------------------------------
Per Common Share Data (1)
Net income:
  Basic               $  1.13      $  1.03       $  0.59      $  0.54
  Diluted                1.11         1.02          0.58         0.53
Dividends              0.4767       0.4333        0.2500       0.2267

Market Value:
  High                 $30.37       $25.61        $30.13       $30.37
  Low                   27.09        21.43         27.09        28.08
  Close                 29.63        24.41         29.63        29.86
Book value              12.53        11.92         12.53        12.67

----------------------------------------------------------------------
Performance Ratios (annualized)
Net interest
 margin (FTE)            3.80%        3.83%         3.80%        3.80%
Return on average
 assets                  1.62         1.55          1.67         1.57
Return on average
 equity                 18.12        17.86         18.87        17.37
Efficiency ratio (2)    48.18        49.79         46.17        50.28
Effective tax rate      29.13        29.59         29.78        28.42
Dividend payout
 ratio (3)              42.18        42.07         42.37        41.98

----------------------------------------------------------------------
Average Balances
Assets            $15,379,641  $14,942,330   $15,498,005  $15,261,277
Earning assets     14,333,135   13,914,288    14,480,701   14,185,569
Interest-bearing
 liabilities       12,157,368   11,914,412    12,231,733   12,083,003
Loans              10,559,476   10,661,386    10,685,542   10,433,411
Deposits            9,643,509    9,011,930     9,701,945    9,585,074
Stockholders'
 equity             1,376,718    1,294,804     1,374,632    1,378,804
Stockholders'
 equity / assets         8.95%        8.67%         8.87%        9.03%

----------------------------------------------------------------------
At Period End
Assets                                       $15,502,556  $15,510,868
Loans                                         10,556,603   10,486,610
Allowance for
 loan losses                                     177,980      177,717
Goodwill                                         232,528      224,388
Mortgage
 servicing
 rights, net                                      48,735       39,649
Other intangible
 assets                                           25,242       20,250
Deposits                                       9,583,592    9,702,758
Stockholders'
 equity                                        1,378,894    1,395,293
Stockholders'
 equity / assets                                    8.89%        9.00%
Shares
 outstanding, end
 of period                                       110,048      110,168
Shares
 repurchased
 during period                                       205          492
Average per share
 cost of shares
 repurchased
 during period                                    $27.93       $29.32
Year-to-date
 shares
 repurchased
 during period                                       697          492
YTD average per
 share cost of
 shares
 repurchased
 during period                                    $28.91       $29.32

----------------------------------------------------------------------
Selected trend information
Average full time
 equivalent employees                              4,010        4,024
Trust assets
 under management, at
 market value                                 $4,300,000   $4,300,000
Mortgage loans
 originated for sale                             579,020      359,791
Portfolio
 serviced for others                           6,010,000    5,904,000
Mortgage
 servicing
 rights, net /
 Portfolio
 serviced for
 others                                             0.81%        0.67%

----------------------------------------------------------------------
Selected Quarterly Information
Associated Banc-Corp
----------------------------------------------------------------------
(in thousands,
 except per share
 & full time
 equivalent                       4th Qtr       3rd Qtr      2nd Qtr
 employee data)                     2003          2003         2003
----------------------------------------------------------------------
Summary of Operations
Net interest
 income                             127,137      128,976      127,195
Provision for loan
 losses                               9,603       12,118       12,132
Asset sale gains
 (losses), net                        1,366          871         (790)
Investment
 securities gains
 (losses), net                            -            1        1,027
Noninterest income
 (excluding
 securities &
 asset gains)                        51,111       61,052       68,191
Noninterest
 expense                             94,120       95,807      102,187
Income before
 income taxes                        75,891       82,975       81,304
Income taxes                         20,282       24,589       24,635
Net income                           55,609       58,386       56,669
Taxable equivalent
 adjustment                           6,230        6,165        6,231

----------------------------------------------------------------------
Per Common Share Data (1)
Net income:
  Basic                             $  0.51      $  0.53      $  0.51
  Diluted                              0.50         0.52         0.51
Dividends                            0.2267       0.2267       0.2267

Market Value:
  High                               $28.75       $25.93       $25.61
  Low                                 25.87        24.75        21.43
  Close                               28.53        25.26        24.41
Book value                            12.26        11.84        11.92

----------------------------------------------------------------------
Performance Ratios (annualized)
Net interest
 margin (FTE)                          3.81%        3.78%        3.79%
Return on average assets               1.49         1.53         1.51
Return on average equity              16.85        17.75        17.37
Efficiency ratio (2)                  51.02        48.83        50.68
Effective tax rate                    26.73        29.63        30.30
Dividend payout
 ratio (3)                            44.44        42.77        44.44

----------------------------------------------------------------------
Average Balances
Assets                          $14,852,390  $15,152,676  $15,016,497
Earning assets                   13,828,992   14,128,702   13,991,615
Interest-bearing
 liabilities                     11,637,646   11,955,420   11,941,877
Loans                            10,354,726   10,813,769   10,743,430
Deposits                          9,679,789    9,485,000    9,121,204
Stockholders'
 equity                           1,309,167    1,304,983    1,308,505
Stockholders'
 equity / assets                       8.81%        8.61%        8.71%

----------------------------------------------------------------------
At Period End
Assets                          $15,247,894  $15,114,169  $15,218,816
Loans                            10,291,810   10,289,242   10,387,364
Allowance for loan
 losses                             177,622      176,223      172,440
Goodwill                            224,388      224,388      224,388
Mortgage servicing
 rights, net                         42,477       36,663       27,784
Other intangible
 assets                              21,032       21,902       22,772
Deposits                          9,792,843    9,635,356    9,453,460
Stockholders'
 equity                           1,348,427    1,300,948    1,318,246
Stockholders'
 equity / assets                       8.84%        8.61%        8.66%
Shares
 outstanding, end
 of period                          109,966      109,840      110,604
Shares repurchased
 during period                          212        1,090          714
Average per share
 cost of shares
 repurchased
 during period                       $28.18       $24.97       $24.08
Year-to-date
 shares
 repurchased
 during period                        3,091        2,880        1,789
YTD average per
 share cost of
 shares
 repurchased
 during period                       $24.11       $23.81       $23.11

----------------------------------------------------------------------
Selected trend information
Average full time
 equivalent employees                 4,098        4,173        4,145
Trust assets under
 management, at
 market value                    $4,100,000   $3,800,000   $3,800,000
Mortgage loans
 originated for
 sale                               524,118    1,422,747    1,229,022
Portfolio serviced
 for others                       5,928,000    5,587,000    5,471,000
Mortgage servicing
 rights, net /
 Portfolio
 serviced for
 others                                0.72%        0.66%        0.51%

----------------------------------------------------------------------

(1) Per share data adjusted retroactively for stock splits and stock
dividends.

(2) Efficiency ratio = Noninterest expense divided by sum of taxable
equivalent net interest income plus noninterest income, excluding
investment securities gains, net, and asset sales gains, net.

(3) Ratio is based upon basic earnings per share.


----------------------------------------------------------------------
Financial Summary and Comparison
Associated Banc-Corp

                    Three months ended          Six months ended
                         June 30,                   June 30,
                -------------------------- --------------------------
(in thousands)      2004     2003 % Change     2004     2003 % Change
--------------- -------------------------- ---------------------------
Allowance for
 Loan Losses
Beginning
 balance        $177,717 $170,391     4.3% $177,622 $162,541     9.3%
Provision for
 loan losses       5,889   12,132  (51.5%)   11,065   25,092  (55.9%)
Charge offs       (6,660) (11,537) (42.3%)  (12,722) (17,291) (26.4%)
Recoveries         1,034    1,454  (28.9%)    2,015    2,098   (4.0%)
                ------------------         ------------------
Net charge offs   (5,626) (10,083) (44.2%)  (10,707) (15,193) (29.5%)
                ------------------         ------------------
Ending Balance  $177,980 $172,440     3.2% $177,980 $172,440     3.2%
                ==================         ==================

----------------------------------------------------------------------

Credit Quality                                                  2Q04
                                                                 vs
                                         June 30,   Mar 31,     1Q04
                                           2004      2004     % Change
                                         --------- --------- ---------
Nonaccrual loans                          $80,622   $88,313     (8.7%)
Loans 90 or more days past due
 and still accruing                         5,207     5,258     (1.0%)
Restructured loans                             40        42     (4.8%)
                                         --------- ---------
    Total nonperforming loans              85,869    93,613     (8.3%)
Other real estate owned                     6,613     7,199     (8.1%)
                                         --------- ---------
    Total nonperforming assets             92,482   100,812     (8.3%)
                                         ========= =========
Provision for loan losses                   5,889     5,176      13.8%
Net charge offs                             5,626     5,081      10.7%

Allowance for loan losses / loans            1.69%     1.69%
Allowance for loan losses /
 nonperforming loans                       207.27    189.84
Nonperforming loans / total
 loans                                       0.81      0.89
Nonperforming assets / total
 assets                                      0.60      0.65
Net charge offs / average
 loans (annualized)                          0.21      0.20
Year-to-date net charge offs /
 average loans                               0.20      0.20

-------------------------------------------------------------

Credit Quality                                                 2Q04
                                                                vs
                               Dec 31,   Sept 30,  June 30,    2Q03
                                 2003      2003      2003    % Change
                               --------- --------- --------- ---------
Nonaccrual loans               $113,944  $114,067  $110,820    (27.2%)
Loans 90 or more days past due
 and still accruing               7,495    11,055     6,311    (17.5%)
Restructured loans                   43        44        46    (13.0%)
                               --------- --------- ---------
    Total nonperforming loans   121,482   125,166   117,177    (26.7%)
Other real estate owned           5,457     6,380    14,707    (55.0%)
                               --------- --------- ---------
    Total nonperforming assets  126,939   131,546   131,884    (29.9%)
                               ========= ========= =========
Provision for loan losses         9,603    12,118    12,132    (51.5%)
Net charge offs                   8,204     8,335    10,083    (44.2%)

Allowance for loan losses / loans  1.73%     1.71%     1.66%
Allowance for loan losses /
 nonperforming loans             146.21    140.79    147.16
Nonperforming loans / total
 loans                             1.18      1.22      1.13
Nonperforming assets / total
 assets                            0.83      0.87      0.87
Net charge offs / average
 loans (annualized)                0.31      0.31      0.38
Year-to-date net charge offs /
 average loans                     0.30      0.29      0.29

-------------------------------------------------------------

Period End Loan Composition                                    2Q04
                                                                vs
                                    June 30,      Mar 31,      1Q04
                                      2004         2004      % Change
                                   ------------ ------------ ---------
Commercial, financial
 & agricultural                     $2,247,779   $2,123,846      5.8%
Real estate -
 construction                        1,118,284    1,094,597      2.2%
Commercial real
 estate                              3,292,783    3,368,660    (2.3%)
Lease financing                         48,979       45,998      6.5%
                                   ------------ ------------
  Commercial                         6,707,825    6,633,101      1.1%
Residential mortgage                 2,170,984    2,166,035      0.2%
Home equity                          1,011,489    1,007,572      0.4%
                                   ------------ ------------
  Residential real
   estate                            3,182,473    3,173,607      0.3%
Consumer                               666,305      679,902    (2.0%)
                                   ------------ ------------
  Total loans                      $10,556,603  $10,486,610      0.7%
                                   ============ ============


                                                               2Q04
                                                                vs
                        Dec 31,     Sept 30,     June 30,      2Q03
                         2003          2003         2003     % Change
                      ------------ ------------ ------------ ---------
Commercial, financial
 & agricultural        $2,116,463   $2,186,214   $2,312,143     (2.8%)
Real estate -
 construction           1,077,731    1,035,674      975,415      14.6%
Commercial real
 estate                 3,246,954    3,240,757    3,255,918       1.1%
Lease financing            38,968       37,193       38,666      26.7%
                      ------------ ------------ ------------
  Commercial            6,480,116    6,499,838    6,582,142       1.9%
Residential mortgage    2,145,227    2,166,187    2,202,690     (1.4%)
Home equity               968,744      912,142      895,952      12.9%
                      ------------ ------------ ------------
  Residential real
   estate               3,113,971    3,078,329    3,098,642       2.7%
Consumer                  697,723      711,075      706,580     (5.7%)
                      ------------ ------------ ------------
  Total loans         $10,291,810  $10,289,242  $10,387,364       1.6%
                      ============ ============ ============

------------------------------------------------------------

Period End Deposit Composition                                 2Q04
                                                                vs
                                     June 30,     Mar 31,      1Q04
                                       2004        2004      % Change
                                   ------------ ------------ ---------
Demand                              $1,822,716   $1,755,485      3.8%
Savings                                948,755      918,608      3.3%
Interest-bearing demand              2,355,287    2,375,492    (0.9%)
Money market                         1,477,513    1,542,875    (4.2%)
Brokered CDs                           263,435      230,983     14.0%
Other time deposits                  2,715,886    2,879,315    (5.7%)
                                   ------------ ------------
  Total deposits                    $9,583,592   $9,702,758    (1.2%)
                                   ============ ============



                                                               2Q04
                                                                vs
                         Dec 31,      Sept 30,    June 30,     2Q03
                           2003         2003        2003     % Change
                       ------------- ----------- ----------- ---------
Demand                   $1,814,446  $1,804,596  $1,833,703     (0.6%)
Savings                     890,092     924,036     942,027       0.7%
Interest-bearing demand   2,330,478   2,086,964   1,797,065      31.1%
Money market              1,573,678   1,559,769   1,598,317     (7.6%)
Brokered CDs                165,130     156,994     163,857      60.8%
Other time deposits       3,019,019   3,102,997   3,118,491    (12.9%)
                        ------------ ----------- -----------
  Total deposits         $9,792,843  $9,635,356  $9,453,460       1.4%
                        ============ =========== ===========

----------------------------------------------------------------------
Net Interest Income Analysis - Taxable Equivalent Basis
Associated Banc-Corp

                                       Six months ended June 30, 2004
                                       ------------------------------
                                                    Interest  Average
(in thousands)                            Average    Income /  Yield /
                                          Balance    Expense    Rate
                                       ------------ --------- --------

Earning assets:
   Loans: (1) (2) (3)
      Commercial                       $ 6,608,371  $160,794    4.82%
      Residential real estate            3,272,422    88,955    5.45
      Consumer                             678,683    23,441    6.94
                                       ------------ ---------
         Total loans                    10,559,476   273,190    5.15
   Investments and other                 3,773,659    94,698    5.02
                                       ------------ ---------
Total earning assets                    14,333,135   367,888    5.11
   Other assets, net                     1,046,506
                                       ------------
Total assets                           $15,379,641
                                       ============

Interest-bearing liabilities:
   Savings deposits                    $   918,775    $1,684    0.37%
   Interest-bearing demand deposits      2,380,375     9,571    0.81
   Money market deposits                 1,537,955     5,952    0.78
   Time deposits, excluding Brokered
    CDs                                  2,880,996    35,739    2.49
                                       ------------ ---------
      Total interest-bearing deposits,
       excluding Brokered CDs            7,718,101    52,946    1.38
   Brokered CDs                            206,527     1,264    1.23
                                       ------------ ---------
      Total interest-bearing deposits    7,924,628    54,210    1.38
   Wholesale funding                     4,232,740    39,933    1.87
                                       ------------ ---------
Total interest-bearing liabilities      12,157,368    94,143    1.55
   Noninterest-bearing demand            1,718,881
   Other liabilities                       126,674
   Stockholders' equity                  1,376,718
                                       ------------
Total liabilities and stockholders'
 equity                                $15,379,641
                                       ============

                                                    ---------
Net interest income and rate spread (1)             $273,745    3.56%
                                                    =========
Net interest margin (1)                                         3.80%
Taxable equivalent adjustment                        $12,791
                                                    =========

----------------------------------------------------------------------
Net Interest Income Analysis - Taxable Equivalent Basis
Associated Banc-Corp

                                       Six months ended June 30, 2003
                                       -------------------------------
                                                    Interest  Average
(in thousands)                          Average      Income /  Yield /
                                        Balance      Expense    Rate
                                      ------------- --------- --------

Earning assets:
   Loans: (1) (2) (3)
      Commercial                        $6,399,244  $166,188     5.17%
      Residential real estate            3,551,134   104,600     5.92
      Consumer                             711,008    26,003     7.37
                                       ------------ ---------
         Total loans                    10,661,386   296,791     5.56
   Investments and other                 3,252,902    84,804     5.22
                                       ------------ ---------
Total earning assets                    13,914,288   381,595     5.48
   Other assets, net                     1,028,042
                                       ------------
Total assets                           $14,942,330
                                       ============

Interest-bearing liabilities:
   Savings deposits                    $   927,413  $  2,884     0.63%
   Interest-bearing demand deposits      1,591,942     6,925     0.88
   Money market deposits                 1,668,467     8,264     1.00
   Time deposits, excluding Brokered
    CDs                                  3,032,421    43,614     2.90
                                       ------------ ---------
      Total interest-bearing deposits,
       excluding Brokered CDs            7,220,243    61,687     1.72
   Brokered CDs                            203,719     1,861     1.84
                                       ------------ ---------
      Total interest-bearing deposits    7,423,962    63,548     1.73
   Wholesale funding                     4,490,450    50,890     2.26
                                       ------------ ---------
Total interest-bearing liabilities      11,914,412   114,438     1.93
   Noninterest-bearing demand            1,587,968
   Other liabilities                       145,146
   Stockholders' equity                  1,294,804
                                       ------------
Total liabilities and stockholders'
 equity                                $14,942,330
                                       ============

                                                    ---------
Net interest income and rate spread (1)             $267,157     3.55%
                                                    =========
Net interest margin (1)                                          3.83%
Taxable equivalent adjustment                       $ 12,508
                                                    =========

----------------------------------------------------------------------
Net Interest Income Analysis - Taxable Equivalent Basis
Associated Banc-Corp

                                      Three months ended June 30, 2004
                                      --------------------------------
                                                    Interest  Average
                                          Average    Income /  Yield /
                                          Balance    Expense    Rate
                                       ------------ --------- --------

Earning assets:
   Loans: (1) (2) (3)
      Commercial                       $ 6,684,527  $ 81,007     4.80%
      Residential real estate            3,334,052    45,095     5.42
      Consumer                             666,963    11,573     6.97
                                       ------------ ---------
         Total loans                    10,685,542   137,675     5.13
   Investments and other                 3,795,159    47,263     4.98
                                       ------------ ---------
Total earning assets                    14,480,701   184,938     5.09
   Other assets, net                     1,017,304
                                       ------------
Total assets                           $15,498,005
                                       ============

Interest-bearing liabilities:
   Savings deposits                    $   939,025   $   843     0.36%
   Interest-bearing demand deposits      2,396,737     4,871     0.82
   Money market deposits                 1,498,900     2,790     0.75
   Time deposits, excluding Brokered
    CDs                                  2,824,920    17,327     2.47
                                       ------------ ---------
      Total interest-bearing deposits,
       excluding Brokered CDs            7,659,582    25,831     1.36
   Brokered CDs                            268,709       825     1.24
                                       ------------ ---------
      Total interest-bearing deposits    7,928,291    26,656     1.35
   Wholesale funding                     4,303,442    20,016     1.85
                                       ------------ ---------
Total interest-bearing liabilities      12,231,733    46,672     1.53
   Noninterest-bearing demand            1,773,654
   Other liabilities                       117,986
   Stockholders' equity                  1,374,632
                                       ------------
Total liabilities and stockholders'
 equity                                $15,498,005
                                       ============

                                                    ---------
Net interest income and rate spread (1)             $138,266     3.56%
                                                    =========
Net interest margin (1)                                          3.80%
Taxable equivalent adjustment                       $  6,387
                                                    =========

----------------------------------------------------------------------
Net Interest Income Analysis - Taxable Equivalent Basis
Associated Banc-Corp

                                      Three months ended June 30, 2003
                                      --------------------------------
                                                    Interest  Average
                                          Average    Income /  Yield /
                                          Balance    Expense    Rate
                                      ------------- --------- --------

Earning assets:
   Loans: (1) (2) (3)
      Commercial                       $ 6,470,954  $ 83,333     5.10%
      Residential real estate            3,564,125    51,778     5.81
      Consumer                             708,351    12,940     7.32
                                       ------------ ---------
         Total loans                    10,743,430   148,051     5.48
   Investments and other                 3,248,185    41,884     5.16
                                       ------------ ---------
Total earning assets                    13,991,615   189,935     5.41
   Other assets, net                     1,024,882
                                       ------------
Total assets                           $15,016,497
                                       ============

Interest-bearing liabilities:
   Savings deposits                    $   945,048  $  1,431     0.61%
   Interest-bearing demand deposits      1,696,412     3,812     0.90
   Money market deposits                 1,632,710     3,999     0.98
   Time deposits, excluding Brokered
    CDs                                  3,052,046    21,549     2.83
                                       ------------ ---------
      Total interest-bearing deposits,
       excluding Brokered CDs            7,326,216    30,791     1.69
   Brokered CDs                            175,215       767     1.76
                                       ------------ ---------
      Total interest-bearing deposits    7,501,431    31,558     1.69
   Wholesale funding                     4,440,446    24,951     2.23
                                       ------------ ---------
Total interest-bearing liabilities      11,941,877    56,509     1.89
   Noninterest-bearing demand            1,619,773
   Other liabilities                       146,342
   Stockholders' equity                  1,308,505
                                       ------------
Total liabilities and stockholders'
 equity                                $15,016,497
                                       ============

                                                    ---------
Net interest income and rate spread (1)             $133,426     3.52%
                                                    =========
Net interest margin (1)                                          3.79%
Taxable equivalent adjustment                       $  6,231
                                                    =========

----------------------------------------------------------------------

(1) The yield on tax exempt loans and securities is computed on a
taxable equivalent basis using a tax rate of 35% for all periods
presented and is net of the effects of certain disallowed interest
deductions.
(2) Nonaccrual loans and loans held for sale have been included in the
average balances.
(3) Interest income includes net loan fees.

    CONTACT: Associated Banc-Corp
             Investors:
             Joe Selner, 920-491-7120
             or
             Media:
             Jon Drayna, 920-491-7006

    SOURCE: Associated Banc-Corp
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