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, 2001
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, 2001 and 2000
(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, 2001 & 2000 2
Statements of Changes in Net Assets Available for Plan Benefits,
Years Ended December 31, 2001 & 2000 3
Notes to Financial Statements 4-10
Schedule of Assets Held for Investment
Purposes, December 31, 2001 11-12
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 the Associated Banc-Corp Profit Sharing and Retirement Savings Plan
(Plan) as of December 31, 2001 and 2000, 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 Administrator. 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 the Plan Administrator, 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, 2001 and 2000, 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, 2001 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.
/s/ KPMG LLP
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May 16, 2002
ASSOCIATED BANC-CORP
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2001 and 2000
2001 2000
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Assets:
Investments, at fair value:
Common trust funds $ 117,985,785 $ 136,341,474
Common stocks 98,594,263 98,138,946
Mutual funds 14,600,367 0
Loans to participants 1,008,842 1,270,399
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Total Investments 232,189,257 235,750,819
Cash and cash equivalents 147,948 264,984
Accrued interest and dividends
receivable 137 864
Cash surrender value of insurance 246,586 320,417
Employer contribution receivable 9,591,312 6,756,869
Other, net 28 (4,004)
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Net assets available for plan benefits $ 242,175,268 $ 243,089,949
===============================================================================
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, 2001 and 2000
2001 2000
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Additions:
Investment Income:
Appreciation (depreciation) in fair
value of investments $ 5,420,876 $ (7,545,385)
Interest and dividends 3,765,186 3,873,792
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Total investment income 9,186,062 (3,671,593)
Participant contributions 7,108,065 6,920,464
Employer contributions 9,591,312 6,756,869
Rollover contributions 738,340 975,809
Transfer of net assets from other plans 0 4,879,510
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Total additions 26,623,779 15,861,059
Deductions:
Distribution to participants 26,877,762 28,483,287
Insurance premiums 33,770 38,330
Other 769 0
Administrative expenses 626,159 598,886
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Total deductions 27,538,460 29,120,503
Net decrease in net
assets available for plan benefits (914,681) (13,259,444)
Net assets available for plan benefits:
Beginning of year 243,089,949 256,349,393
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End of year $ 242,175,268 $ 243,089,949
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See accompanying notes to financial statements
ASSOCIATED BANC-CORP
PROFIT SHARING & RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2001 and 2000
(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 provide 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 year ended
December 31, 2000:
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
upon completion of 30 days employment 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
2001 and 2000) 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:
----------------------------------------------------------------------
Years of Service Vested Percentage
----------------------------------------------------------------------
Less than three 0%
Three but less than four 50%
Four but less than five 75%
Five or more 100%
----------------------------------------------------------------------
Forfeitures
Upon termination, the non-vested portion of Company contributions and
the earnings thereon become subject to forfeiture. Forfeitures were
approximately $627,000 and $446,000 in 2001 and 2000 respectively.
These forfeitures 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,
Emerging Growth Fund, Equity Income Fund, Associated Banc-Corp Common
Stock Fund, Berger Small Cap Value Fund, Dodge & Cox Stock Fund,
Invesco Dynamics Fund Investor, Janus Overseas Fund, RS Diversified
Growth Fund, Vanguard 500 Index Fund Inv. Shs, Weitz Value 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.
Emerging Growth Fund - Invests in equities issued by small
capitalization, fast growing companies.
Equity Income Fund - This fund allocates assets among common stocks,
bonds, and money-market instruments. The asset mix is varied according
to relative attractiveness of the asset classes; there is no
limitation as to the amount of assets in each class.
Associated Banc-Corp Common Stock Fund - Invests in Associated
Banc-Corp common stock and cash equivalents.
Berger Small Cap Value Fund - Invests primarily in common stocks of
small companies the Advisor believes are undervalued.
Dodge & Cox Stock Fund - Invests in long-term growth of principal and
income. Fund intends to remain fully invested in equities with at
least 65% of assets in common stocks.
Invesco Dynamics Fund Investor - Invests primarily in common stocks of
domestic companies.
Janus Overseas Fund - Invests in a diversified portfolio of primarily
foreign stocks. Seeks fast growing companies in fast growing
industries.
RS Diversified Growth Fund - Invests primarily in common and preferred
stocks and warrants. Fund seeks long-term capital growth.
Vanguard 500 Index Fund Inv Shs - Seeks to track the S&P 500 Index as
closely as possible. Invests in each of the Index 500 stocks according
to each stock's weighting in the Index.
Weitz Value Fund - Invests primarily in equity securities. Seeks
capital appreciation from securities trading at prices lower than
their intrinsic values.
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 valued 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 2000 amounts have been reclassified to conform with the 2001
presentation.
(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:
2001 2000
------------------------------------------------------------------------------------------------
Associated Banc-Corp Common Stock Fund $98,594,263 $98,102,133
Associated Trust Company, N.A. Diversified Stock Fund 40,917,044 54,559,181
Associated Trust Company, N.A. Balanced Fund 35,645,549 41,074,500
Associated Trust Company, N.A. Cash Management Fund 18,906,063 19,554,431
Associated Trust Company, N.A. Intermediate Term Bond Fd 12,828,771 N/A
------------------------------------------------------------------------------------------------
N/A - Not Applicable
During 2001 and 2000, the Plan's investments (including gains and
losses on investments purchased and sold, as well as held during the
year) appreciated (depreciated) in value by $5,420,876 and
$(7,545,385), respectively, as follows:
2001 2000
---- ----
Common Stocks $ 15,415,012 $ (3,491,240)
Common Trust Funds (8,445,979) (4,054,145)
Mutual Funds (1,548,157) 0
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Total $ 5,420,876 $ (7,545,385)
============ ============
(4) Transactions with Related Parties
The Associated Banc-Corp Common Stock Fund at December 31, 2001 and
2000 included 2,758,480 shares and 3,181,390 shares, respectively, of
common stock of the Company with fair values of $97,346,759 and
$96,634,721, respectively. Dividend income from Company stock totaled
$3,623,043 and $3,754,113 in 2001 and 2000, respectively.
Associated Trust Company, N.A. performs asset management and
participant recordkeeping for the Plan. Asset management and
recordkeeping fees totaled $626,159 and $598,886 in 2001 and 2000,
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, 2001 and 2000, net assets available for plan
benefits include vested balances for terminated and retired
participants of approximately $1,153,829 and $1,848,406 payable within
the first month of 2002 and 2001, respectively, were recorded as
benefits payable on the Form 5500 but not on the accompanying
financial statements. Additionally, distributions to participants
reported on the statement of changes exceeds the amount reported on
the Form 5500 by $694,577 because of the benefits payable amounts
noted above.
(6) Income Taxes
The Plan administrator has received a favorable tax determination
letter, dated May 22, 1995, from the Internal Revenue Service
indicating that the Plan qualifies under the provisions of Section
401(a) of the Code, and the related trust is, therefore, exempt from
tax under Section 501(a). Therefore, a provision for income taxes has
not been included in the Plan's financial statements. In the opinion
of the Plan Administrator, the Plan and its underlying trust have
operated within the terms of the Plan and remain qualified under the
applicable provisions of the Code.
Participants in the Plan are not subject to federal income taxes until
they receive a distribution from the Plan.
(7) Subsequent Events
For the 2002 Plan year, there is no longer a 10% salary deferral limit
in place; participant deferrals are strictly limited by the IRC 402(g)
statutory limit of $11,000 (as indexed) per year.
ASSOCIATED BANC-CORP
PROFIT SHARING & RETIREMENT SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
December 31, 2001
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Description of investment,
including maturity date,
Identity of issue, borrower, rate of interest, collateral par, Current
Lessor, or similar party or maturity value Value
- --------------------------------------------------------------------------------------------------------
* Associated Banc-Corp Common Stock 2,607,803 units $98,594,263
Fund
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Total Common Stocks $98,594,263
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* Associated Trust Company, N.A.
Common Stock Fund 50,096 units $ 7,266,616
* Associated Trust Company, N.A.
Emerging Growth Fund 26,840 units 491,635
* Associated Trust Company, N.A.
Capital Appreciation Fund 5,354 units 171,376
* Associated Trust Company, N.A.
Balanced Fund 577,219 units 35,645,549
* Associated Trust Company, N.A.
Equity Income Fund 6,241 units 392,352
* Associated Trust Company, N.A. Cash
Management Fund 15,728,328 units 18,906,063
* Associated Trust Company, N.A. Diversified
Stock Fund 449,526 units 40,917,044
* Associated Trust Company, N.A. Foreign
Equity Fund 36,005 units 1,366,379
* Associated Trust Company, N.A.
Intermediate Term Bond Fund 615,678 units 12,828,771
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Total Common Trust Funds $117,985,785
Berger Small Cap Value Fund 30,080 shares $ 846,755
Dodge & Cox Stock Fund 11,558 shares 1,161,739
Invesco Dynamics Fund Investor 147,951 shares 2,356,853
Janus Overseas Fund 56,713 shares 1,151,280
RS Diversified Growth Fund 92,038 shares 2,140,803
Vanguard Index 500 Fund, Inv. Shares 58,106 shares 6,152,811
Weitz Value Fund 23,042 shares 790,126
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Total Mutual Funds $ 14,600,367
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Loans to Participants (5.00% - 10.50%) $ 1,008,842
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Total Assets Held for Investment Purposes $232,189,257
Cash Surrender Value:
Penn Mutual Life Insurance Co. $ 171,494
General American Life Ins. Co. 75,092
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Total Cash Surrender Value $ 246,586
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Cash Equivalents:
Goldman Sachs Financial Square Prime Obligations Fund 26,391
Cash 121,557
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Total Cash Equivalents $ 147,948
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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 16, 2002
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, 2001 and 2000, 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, at December 31, 2001, which report appears in the December
31, 2001 annual report on Form 11-K of the Associated Banc-Corp Profit Sharing
and Retirement Savings Plan.
/s/ KPMG LLP
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Chicago, Illinois
June 19, 2002