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, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d)
- --- OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
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Commission file number 0-5519 (Associated Banc-Corp)
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
Green Bay, Wisconsin 54304
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 Schedule
December 31, 2000 and 1999
(With Independent Auditors' Report Thereon)
ASSOCIATED BANC-CORP
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
Page(s)
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Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits,
December 31, 2000 & 1999 2
Statements of Changes in Net Assets Available
for Plan Benefits, Years Ended December 31, 2000 & 1999 3
Notes to Financial Statements 4-9
Schedule of Assets Held for Investment Purposes,
December 31, 2000 10-11
ASSOCIATED BANC-CORP
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
Independent Auditors' Report
Associated Trust Company and
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, 2000 and 1999, 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 auditing standards generally accepted
in the United States of America. 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, 2000 and 1999, and the changes in net assets available for plan
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 2000 is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
May 17, 2001
Statements of Net Assets Available for Plan Benefits
December 31, 2000 and 1999
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2000 1999
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Assets:
Investments, at fair value:
Common trust funds $ 136,341,474 $ 144,899,697
Common stocks 98,138,946 107,559,740
Loans to participants 1,270,399 1,551,268
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Total Investments 235,750,819 254,010,705
Cash and cash equivalents 264,984 286,178
Accrued interest and dividends receivable 864 2,416
Cash surrender value of insurance 320,417 349,145
Employer contribution receivable 6,756,869 1,728,595
Other, net (4,004) (27,646)
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Net assets available for plan benefits $ 243,089,949 $ 256,349,393
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See accompanying notes to financial statements
ASSOCIATED BANC-CORP
PROFIT SHARING & RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years Ended December 31, 2000 and 1999
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2000 1999
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Additions:
Investment Income:
Appreciation (depreciation) in fair
value of investments $ (7,545,385) $ 6,257,998
Interest and dividends 3,873,792 4,008,746
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Total investment income (3,671,593) 10,266,744
Participant contributions 6,920,464 6,392,988
Employer contributions 6,756,869 1,728,595
Rollover contributions 975,809 1,114,367
Other --- 3,442
Transfer of net assets from other plans 4,879,510 3,171,082
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Total additions 15,861,059 22,677,218
Deductions:
Distribution to participants 28,483,287 37,682,300
Insurance premiums 38,330 41,033
Administrative expenses 598,886 600,343
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Total deductions 29,120,503 38,323,676
Net decrease in net
assets available for plan benefits (13,259,444) (15,646,458)
Net assets available for plan benefits:
Beginning of year 256,349,393 271,995,851
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End of year $ 243,089,949 $ 256,349,393
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See accompanying notes to financial statements
ASSOCIATED BANC-CORP
PROFIT SHARING & RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2000 and 1999
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(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 a
more complete description of the Plan's provisions.
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, 2000 and 1999:
On April 12, 1999, the net assets of Citizens Bank Profit Sharing and
401(k) Plan totaling $3,171,082 were merged into the Plan.
On July 14, 2000, certain net assets of Bank Windsor 401(k) Retirement Plan
totaling $631,617 were merged into the Plan.
On August 17, 2000, certain net assets of Riverside Bank 401(k) Profit
Sharing Plan totaling $4,142,759 were merged into the Plan.
On October 26, 2000, the remaining net assets consisting of loans to
participants from the Riverside Bank and the Bank Windsor Plans totaling
$105,134 were merged into the Plan.
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 2000 and 1999)
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 a Company Matching contribution based upon the
participant's salary deferral in the amount of 50% on the first 6% deferred
for plan participants who have met the service requirements.
The Plan provides for discretionary Company contributions under the profit
sharing provision 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:
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Years of Service Vested Percentage
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Less than three 0%
Three but less than four 50%
Four but less than five 75%
Five or more 100%
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Forfeitures
Upon termination, the non-vested portion of Company contributions and the
earnings thereon become subject to forfeiture. Forfeitures were
approximately $445,960 and $642,000 in 2000 and 1999 respectively. These
were allocated to remaining active participants based on compensation.
Under certain circumstances, the forfeited portion of a participant's
account will be restored if the participant is re-employed by the Company.
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, Common Stock Fund, Foreign Equity Fund, Associated Banc-Corp
Common Stock Fund, or a combination of funds. Plan assets are held in trust
with a subsidiary 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
Trust Company, N.A. Balanced Fund.
Money Market Fund - Invests primarily in U.S Treasury bills and repurchase
agreements. Actual investments made by the trustee are into the Associated
Trust Company, 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. Actual investments made by the trustee are into the
Associated Trust Company, N.A. Intermediate Term Bond Fund.
Diversified Stock Fund - Invests primarily in common stocks, common funds
managed by the Company's trust department, or mutual funds expected to
achieve capital and income growth. Actual investments made by the trustee
are into the Associated Trust Company, N.A. Diversified Stock Fund.
Common Stock Fund - Invests primarily in common stocks included in the S&P
500 Index. Actual investments made by the trustee are into the Associated
Trust Company, N.A. Common Stock Fund.
Foreign Equity Fund - Invests primarily in attractively valued foreign
common stocks. Actual investments made by the trustee are into the
Associated Trust Company, N.A. Foreign Equity Fund.
Associated Banc-Corp Common Stock Fund - Invests in Associated Banc-Corp
common stock and cash equivalents.
Participants can elect to invest in one of the aforementioned funds or in
1% increments in two or more funds. Participants can change the allocation
of the Plan accounts on a daily basis.
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
Plan assets are valued daily. Under a daily valued plan, participants can
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.
(2) Summary of Significant Accounting Policies
The accounting policies followed by the Plan conform to accounting
principles generally accepted in the United States of America 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. The investment in shares of the
bank common trust fund is valued at the amount at which shares in the fund
can be withdrawn, which approximates fair value. Securities for which no
quoted market price is available are valued at estimated fair value.
Short-term investments are stated at cost, 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 accounting
principles generally accepted in the United States of America requires plan
administrator estimates and assumptions that affect the reported amounts of
assets available for benefits and plan benefit obligations and disclosure
of contingent assets and liabilities at the date of the financial
statements. Actual results could differ from those estimates.
Reclassification
Certain 1999 amounts have been reclassified to conform with the 2000
presentation.
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS No.
133"). SFAS No. 133 requires that an entity recognize all derivatives and
measure those instruments at fair value.
SFAS No. 133 is effective for fiscal years beginning after June 15, 2000.
Pursuant to SFAS No. 137, the Plan is required to adopt SFAS No. 133
effective January 1, 2001. Management has determined that the impact of
SFAS No. 133 on the Plan Financial statements would be immaterial.
(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:
2000 1999
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Associated Banc-Corp Common Stock Fund $ 98,102,133 $107,271,511
Associated Trust Company, N.A
Diversified Stock Fund 54,559,181 69,876,675
Associated Trust Company, N.A. Balanced Fund 41,074,500 45,237,414
Associated Trust Company, N.A
Cash Management Fund 19,554,431 18,662,076
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During 2000 and 1999, the Plan's investments (including gains and losses on
investments purchased and sold, as well as held during the year)
(depreciated) appreciated in value by $(7,545,385) and $6,257,998,
respectively, as follows:
2000 1999
---- ----
Common stock $(3,491,240) $1,807,411
Common trust funds (4,054,145) 4,450,587
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$(7,545,385) $6,257,998
========== =========
(4) Transactions with Related Parties
The Associated Banc-Corp Common Stock Fund at December 31, 2000 and 1999
included 3,181,390 shares and 3,109,121 shares, respectively, of common
stock of the Company with fair values of $96,634,721 and $106,487,394,
respectively. Dividend income from Company stock totaled $3,754,113 and
$3,829,708 in 2000 and 1999, respectively.
Associated Trust Company, N.A. performs asset management and participant
recordkeeping for the Plan. Asset management and recordkeeping fees totaled
$598,886 and $600,343 in 2000 and 1999, 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, 2000 and 1999, net assets available for plan benefits
include vested balances for terminated and retired participants of
approximately $1,848,406 and $1,815,167 that were payable within the first
month of 2001 and 2000, 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.
ASSOCIATED BANC-CORP
PROFIT SHARING & RETIREMENT SAVINGS PLAN
Schedule of Assets Held for Investment Purposes December 31, 2000
- -------------------------------------------------------------------------------------------------
Description of investment,
including maturity date,
Identity of issue, borrower, rate of interest, collateral Current
Lessor, or similar party par, or maturity value Value
- -------------------------------------------------------------------------------------------------
WPS Resources Corp. Common Stock, 1,000 shares $ 36,813
Associated Banc-Corp Common Stock Fund * 3,014,472 units 98,102,133
- -------------------------------------------------------------------------------------------------
Total Common Stocks $98,138,946
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*Associated Trust Company, N.A. Common Stock Fund 48,928 units $ 8,805,403
*Associated Trust Company, N.A. Regional Bank Fund 383 units 58,468
*Associated Trust Company, N.A. Capital Appreciation
Fund 920 units 41,556
*Associated Trust Company, N.A. Balanced Fund 646,189 units 41,074,500
*Associated Trust Company, N.A. Equity Income Fund 2,638 units 161,528
*Associated Trust Company, N.A. Cash Management Fund 16,942,896 units 19,554,431
*Associated Trust Company, N.A. Diversified Stock Fund 518,765 units 54,559,181
*Associated Trust Company, N.A. Foreign Equity Fund 36,947 units 1,551,701
*Associated Trust Company, N.A. Intermediate Term
Bond Fund 548,010 units 10,534,706
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Total Common Trust Funds $136,341,474
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- -------------------------------------------------------------------------------------------------
Loans to Participants (6.625% - 10.65%) $ 1,270,399
- --------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
Description of investment,
including maturity date,
Identity of issue, borrower, rate of interest, collateral Current
Lessor, or similar party par, or maturity value Value
- -------------------------------------------------------------------------------------------------
Total Assets Held for Investment Purposes $235,750,819
Cash Surrender Value:
Penn Mutual Life Insurance Co. $ 239,417
Northwestern Mutual Life Ins. Co. 7,440
General American Life Ins. Co. 68,599
Guardian Life Ins. Co. 4,961
- -------------------------------------------------------------------------------------------------
Total Cash Surrender Value $ 320,417
- -------------------------------------------------------------------------------------------------
Cash Equivalents:
Goldman Sachs Financial Square Prime Obligations Fund 265,181
Cash (197)
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Total Cash Equivalents $ 264,984
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* Denotes a party-in-interest
See accompanying independent auditors' report.
CONSENT OF INDEPENDENT AUDITORS
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 May 17, 2001,
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, 2000 and 1999, and the related statements of changes in net assets available
for plan benefits for the years then ended, and the schedule of assets held for
investment purposes, December 31, 2000, which report appears in the December 31,
2000, annual report on Form 11-K of the Associated Banc-Corp Profit Sharing and
Retirement Savings Plan.
/s/ KPMG LLP
Chicago, Illinois
June 25, 2001