Associated Banc-Corp (ASB) 8-K Associated Reports 2014 Earnings of $1.16 per share on Record

ASSOCIATED

BANC-CORP

4Q 2014 EARNINGS PRESENTATION

JANUARY 22, 2015

Exhibit 99.2

FORWARD-LOOKING STATEMENTS

Important

note

regarding

forward-looking

statements:

Statements

made

in

this

presentation

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.

1

2014 HIGHLIGHTS

2

Solid

Earnings

with

Continued

Balance

Sheet

Growth

•

Average loans of $16.8 billion were up 8% from 2013

Commercial up 10% and Residential Mortgage up 13% from last year

•

Average Deposits of $17.6 billion were up 1% from 2013

Average checking balances up 2% from last year

•

Net Interest Income of $681 million was up 5% from 2013

Net Interest Margin of 3.08% compared to 3.17% last year

•

2014 Dividends of $0.37/share, up 12% from 2013

•

Repurchased 14.3 million shares of stock during 2014

•

Capital ratios remain strong and above Basel III targets

•

Net Income available to common shareholders of $186 million or $1.16 per share

•

2014 return on Tier 1 Common Equity of 9.9%, compared to 9.8% for 2013

Fourth quarter 2014 return on Tier 1 Common Equity of 10.4%

Net Interest Income

&

Net Interest Margin

Noninterest Income

&

Expenses

Capital

Balance Sheet

Net Income

&

ROT1CE

•

Noninterest income of $290 million declined $23 million, or 7% from 2013

Mortgage banking income declined $28 million from last year

•

Noninterest Expense of $679 million was down $1 million from 2013

Personnel expense declined $7 million from last year

LOAN PORTFOLIO –

ANNUAL TREND

3

2014 Average Net Loan Change (from 2013)

Loan Mix –

2014 Annual (Average)

($ in millions)

Home Equity & Installment

Commercial Real Estate

Residential Mortgage

Power & Utilities

Oil & Gas

Mortgage Warehouse

General Commercial Loans

Average Annual Loans ($ in billions)

$16.8

+13%

% Chg

+8%

+71%

+5%

$14.7

+34%

$15.7

$13.3

$13.2

Total

Commercial

& Business

Lending

+12%

+2%

(12%)

LOAN PORTFOLIO –

QUARTERLY TREND

4

4Q 2014 Average Net Loan Change (+$246 mln)

Loan Mix –

4Q 2014 (Average)

($ in millions)

Home Equity & Installment

Commercial Real Estate

Residential Mortgage

Power & Utilities

Oil & Gas

Mortgage Warehouse

General Commercial Loans

Average Quarterly Loans ($ in billions)

$17.4

+4%

% Chg

+1%

+1%

+5%

$16.6

+4%

$17.1

$16.2

$15.7

Total

Commercial

& Business

Lending

+1%

(13%)

(2%)

OIL AND GAS LENDING

5

Please

Note:

For

more

information

on

Associated

Banc-Corp’s

oil

and

gas

lending,

please

refer

to

the

presentation

posted

on

their

Investor

Relation

site

at

www.investor.associatedbank.com/presentations

•

Associated Bank’s Oil & Gas business is focused exclusively on the upstream sector which is also

referred

to

as

the

‘Exploration

and

Production’

or

‘E&P’

sector.

•

We focus on the small to mid-size independent segment, both public and private. We are an asset-

based lender whereby we are collateralized by a lien on oil and gas reserves.

•

Generally, we are a participant in a syndicated loan.

•

Price redeterminations are formally performed on a semi-annual basis; however, we continuously

review commodity prices as they change.

•

Associated’s Oil & Gas book (outstanding balance is driven by respective borrowing bases)

–

48  clients

–

Aggregate commitments of more than $1 billion; average commitment is $23 million.

–

As of 12-31-14, outstanding balance was $754 million; approximately 4% of total loans.

•

Recent

stress

test

indicates

adequate

specific

reserves

for

this

portfolio.

COMMERCIAL LINE UTILIZATION TRENDS

6

Line utilization increased in Commercial & Business Lending

Change from 3Q 14

Commercial Real

Estate (including

construction)

-

80 bps

Commercial  &

Business Lending

-

60 bps

GROWING NET INTEREST INCOME WHILE

MARGIN COMPRESSES

7

Yield on Interest-earning Assets

Cost of Interest-bearing Liabilities

Net Interest Income & Net Interest Margin

($ in millions)

Total Loan Yield

Total Interest-earning Yield

flat

NONINTEREST INCOME ANNUAL TRENDS

($ IN MILLIONS)

Core Fee-based

1

Revenue

Mortgage Banking (net) Income

Total Noninterest Income

1

–

Core

Fee-based

Revenue

=

Trust

service

fees

plus

Service

charges

on

deposit

accounts

plus

Card-based

and

other

nondeposit

fees

plus

Insurance

commissions

plus

Brokerage

and

annuity

commissions.

This

is

a

non-GAAP

measure.

Please

refer

to

the

press

release

tables

for

a

reconciliation

to

noninterest

income.

2

–

Other

Noninterest

Income

=

Total

Noninterest

Income

minus

net

Mortgage

Banking

Income

minus

Core

Fee-based

Revenue.

This

is

a

non-GAAP

measure.

Please

refer

to

the

press

release

tables

for

a

reconciliation

to

noninterest

income.

Other Noninterest Income

2

8

NONINTEREST INCOME QUARTERLY TRENDS

($ IN MILLIONS)

Core Fee-based

1

Revenue

Mortgage Banking (net) Income

Total Noninterest Income

Other Noninterest Income

2

9

1

–

Core

Fee-based

Revenue

=

Trust

service

fees

plus

Service

charges

on

deposit

accounts

plus

Card-based

and

other

nondeposit

fees

plus

Insurance

commissions

plus

Brokerage

and

annuity

commissions.

This

is

a

non-GAAP

measure.

Please

refer

to

the

press

release

tables

for

a

reconciliation

to

noninterest

income.

2

–

Other

Noninterest

Income

=

Total

Noninterest

Income

minus

net

Mortgage

Banking

Income

minus

Core

Fee-based

Revenue.

This

is

a

non-GAAP

measure.

Please

refer

to

the

press

release

tables

for

a

reconciliation

to

noninterest

income.

NONINTEREST EXPENSE ANNUAL TRENDS

($ IN MILLIONS)

Technology

3

Spend

Total Noninterest Expense

Other

Non-Personnel

Spend

4

Personnel

Spend

/

FTE

2

Trend

1

–

Efficiency

ratio

=

Noninterest

expense,

excluding

other

intangible

amortization,

divided

by

sum

of

taxable

equivalent

net

interest

income

plus

noninterest

income,

excluding

investment

securities

gains/losses,

net,

and

asset

gains/losses,

net.

This

is

a

non-GAAP

financial

measure.

Please

refer

to

the

appendix

for

a

reconciliation

of

this

measure.

2

–

FTE

=

Average

Full

Time

Equivalent

Employees

3

–

Technology

Spend

=

Technology

and

Equipment

expenses

4

–

Other

Non-Personnel

Spend

=

Total

Noninterest

Expense

less

Personnel

and

Technology

spend

Efficiency Ratio

1

62%

70%

69%

70%

69%

10

NONINTEREST EXPENSE QUARTERLY TRENDS

($ IN MILLIONS)

Technology

3

Spend

Total Noninterest Expense

Other

Non-Personnel

Spend

4

Personnel

Spend

/

FTE

2

Trend

1

–

Efficiency

ratio

=

Noninterest

expense,

excluding

other

intangible

amortization,

divided

by

sum

of

taxable

equivalent

net

interest

income

plus

noninterest

income,

excluding

investment

securities

gains/losses,

net,

and

asset

gains/losses,

net.

This

is

a

non-GAAP

financial

measure.

Please

refer

to

the

appendix

for

a

reconciliation

of

this

measure.

2

–

FTE

=

Average

Full

Time

Equivalent

Employees

3

–

Technology

Spend

=

Technology

and

Equipment

expenses

4

–

Other

Non-Personnel

Spend

=

Total

Noninterest

Expense

less

Personnel

and

Technology

spend

Efficiency

Ratio

1

73%

69%

68%

69%

70%

11

CREDIT QUALITY INDICATORS

($ IN MILLIONS)

12

INSURANCE BUSINESS ACQUISITION

13

•

On

January

16,

2015,

Associated

Banc-Corp

announced

its

agreement

to

acquire

Ahmann

&

Martin

Co.,

a

risk

and

employee

benefits

consulting

firm

based

in

Minnesota.

The

firm

will

be

merged

into

Associated

Financial

Group,

our

insurance

brokerage

subsidiary.

–

After

adjusting

for

the

effects

of

the

acquisition,

and

based

on

expected

pro

forma

insurance

revenues

of

over

$70

million,

Associated

expects

to

rank

among

the

Top

50

insurance

brokerage

firms

in

the

USA

1

.

•

Strategically,

this

transaction

is

expected

to:

–

Increase

the

scale

of

our

insurance

business,

particularly

in

the

Twin

Cities

–

Enhance

our

product

and

geographic

capabilities,

with

greater

P&C

specialty

capabilities

–

Better

balance

our

insurance

revenue

base

between

P&C

and

Benefits

lines

–

Provide

more

cross-sell

opportunities

•

The

transaction

includes

stock

consideration

of

approximately

$48

million

and

contingent

cash

consideration

of

up

to

$8

million,

subject

to

certain

conditions.

•

The

transaction

is

expected

to

close

in

February

2015

and

is

expected

to

be

accretive

to

2017

EPS.

1

–

Source:

www.BusinessInsurance.com

–

BI

Survey

2015 OUTLOOK

14

1

–

Outlook

incorporates

effects

of

Ahmann

&

Martin

Co.

acquisition.

Balance Sheet

•

High single digit annual average loan growth

•

Maintain Loan/Deposit ratio under 100%

Margin

•

NIM for 1Q 2015 expected to be approximately 2.95% with

modest compression throughout the year

Noninterest

Income

1

•

Up mid to upper single digits from 2014

Noninterest

Expense

1

•

Up low single digits from 2014 with a continued focus on

efficiency initiatives

Capital

•

Continue to follow stated corporate priorities for capital

deployment

Provision

•

Expected to increase with loan growth and changes in risk

grade or other indications of credit quality

APPENDIX

15

*

*

*

*

*

*

*

*

*

*

RECONCILIATION AND DEFINITIONS OF

NON-GAAP ITEMS

4Q 2013

1Q 2014

2Q 2014

3Q 2014

4Q 2014

Efficiency Ratio Reconciliation:

Efficiency ratio (1)

73.70%

70.41%

69.70%

69.44%

70.33%

Taxable equivalent adjustment

(1.49)

(1.35)

(1.32)

(1.36)

(1.40)

Asset gains, net

0.80         

0.22

0.26

1.36

1.05

Other intangible amortization

(0.42)

(0.42)

(0.41)

(0.40)

(0.32)

Efficiency ratio, fully taxable equivalent (1)

72.59%

68.86%

68.23%

69.04%

69.66%

(1)

Efficiency

ratio

is

defined

by

the

Federal

Reserve

guidance

as

noninterest

expense

divided

by

the

sum

of

net

interest

income

plus

noninterest

income,

excluding

investment

securities

gains

/

losses,

net.

Efficiency

ratio,

fully

taxable

equivalent,

is

noninterest

expense,

excluding

other

intangible

amortization,

divided

by

the

sum

of

taxable

equivalent

net

interest

income

plus

noninterest

income,

excluding

investment

securities

gains

/

losses,

net

and

asset

gains

/

losses,

net.

This

efficiency

ratio

is

presented

on

a

taxable

equivalent

basis,

which

adjusts

net

interest

income

for

the

tax-favored

status

of

certain

loans

and

investment

securities.

Management

believes

this

measure

to

be

the

preferred

industry

measurement

of

net

interest

income

as

it

enhances

the

comparability

of

net

interest

income

arising

from

taxable

and

tax-exempt

sources

and

it

excludes

certain

specific

revenue

items

(such

as

investment

securities

gains

/

losses,

net

and

asset

gains

/

losses,

net).

2010

2011

2012

2013

2014

Efficiency Ratio Reconciliation:

Efficiency ratio (1)

65.35%

73.64%

72.16%

71.04%

69.97%

Taxable equivalent adjustment

(1.60)

(1.74)

(1.59)

(1.45)

(1.36)

Asset gains (losses), net

(0.77)

(0.92)

(0.86)

0.39

0.73

Other intangible amortization

(0.52)

(0.54)

(0.45)

(0.42)

(0.39)

Efficiency ratio, fully taxable equivalent (1)

62.46%

70.44%

69.26%

69.56%

68.95%

Tier

1

common

equity,

a

non-GAAP

financial

measure,

is

used

by

banking

regulators,

investors

and

analysts

to

assess

and

compare

the

quality

and

composition

of

our

capital

with

the

capital

of

other

financial

services

companies.

Management

uses

Tier

1

common

equity,

along

with

other

capital

measures,

to

assess

and

monitor

our

capital

position.

Tier

1

common

equity

(period

end

and

average)

is

Tier

1

capital

excluding

qualifying

perpetual

preferred

stock

and

qualifying

trust

preferred

securities.

16