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 period ended January 22, 2004
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
------------ ------------
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:
THE CFG SALARY SAVINGS PLAN AND TRUST
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.
THE CFG SALARY SAVINGS PLAN AND TRUST
/s/ James A. Noffke
--------------------------------------
James A. Noffke, Chairman
Retirement Program Committee
THE CFG
SALARY SAVINGS PLAN AND TRUST
Financial Statements
January 22, 2004 and March 31, 2003
(With Report of Independent Registered Public Accounting Firm Thereon)
THE CFG SALARY SAVINGS PLAN AND TRUST
TABLE OF CONTENTS
Page(s)
- -------------------------------------------------------------------------------
Report of Independent Registered Public Accounting Firm 1
Statements of Net Assets Available for Plan Benefits,
January 22, 2004 and March 31, 2003 2
Statements of Changes in Net Assets Available for Plan Benefits,
Period From April 1, 2003 to January 22, 2004 3
Notes to Financial Statements 4-11
Report of Independent Registered Public Accounting Firm
The Plan Administrator
Associated Banc-Corp
The CFG Salary Savings Plan and Trust:
We have audited the accompanying statements of net assets available for plan
benefits of The CFG Salary Savings Plan and Trust (Plan) as of January 22, 2004
and March 31, 2003 and the related statement of changes in net assets available
for plan benefits for the period from April 1, 2003 to January 22, 2004. 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 audit.
We conducted our audits in accordance with the auditing standards of the Public
Company Accounting Oversight Board (United States). 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 benefits of the Plan as of
January 22, 2004 and March 31, 2003, and the changes in net assets available for
plan benefits for the period from April 1, 2003 to January 22, 2004, in
conformity with accounting principles generally accepted in the United States of
America.
/s/ KPMG LLP
Chicago, Illinois
June 4, 2004
THE CFG SALARY SAVINGS PLAN AND TRUST
Statements of Net Assets Available for Plan Benefits
January 22, 2004 and March 31, 2003
January 22, March 31,
2004 2003
- -------------------------------------------------------------------------------
Assets:
Investments, at fair value:
Mutual funds $ 0 $4,555,407
Loans to participants 0 67,658
- -------------------------------------------------------------------------------
Total Investments 0 4,623,065
Employer contribution receivable 0 515,419
Participant contribution receivable 0 57,957
- -------------------------------------------------------------------------------
Net assets available for plan benefits $ 0 $5,196,441
===============================================================================
See accompanying notes to financial statements.
2
Statement of Changes in Net Assets Available for Plan Benefits
Period from April 1, 2003 to January 22, 2004
- -------------------------------------------------------------------------------
Additions:
Investment Income :
Appreciation in fair value of investments $1,063,402
Interest and dividends 50,302
- -------------------------------------------------------------------------------
Total investment gain 1,113,704
Participant contributions 308,617
Employer contributions 337,091
- -------------------------------------------------------------------------------
Total additions 1,759,412
Deductions:
Distribution to participants 195,107
Administrative expenses 14,311
Transfer of net assets to the Associated
Banc-Corp 401(k) Profit Sharing & Employee
Stock Ownership Plan 6,746,435
- -------------------------------------------------------------------------------
Total deductions 6,955,853
- -------------------------------------------------------------------------------
Net decrease in net
assets available for plan benefits (5,196,441)
Net assets available for plan benefits:
Beginning of period 5,196,441
- -------------------------------------------------------------------------------
End of period $ 0
- -------------------------------------------------------------------------------
See accompanying notes to financial statements.
3
THE CFG SALARY SAVINGS PLAN AND TRUST
Notes to Financial Statements
January 22, 2004 and March 31, 2003
(1) Description of the Plan
The following brief description of The CFG Salary Savings Plan and Trust
(Plan) is provided for general information. Participants should refer to
the summary plan description for a more complete description of the Plan's
provisions.
General
The Plan is a defined contribution plan covering all employees of the
former CFG Insurance Services and its subsidiaries (referred to herein as
the Company) who have completed 1,000 hours of service and are age 18 or
older. Associated Banc-Corp acquired 100% of the outstanding common shares
of CFG in a transaction that was consummated on April 1, 2003. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of
1974, as amended (ERISA), and is participant-directed.
Plan Merger
Effective January 22, 2004 the Plan merged with and all of the Plan's
assets were transferred into the Associated Banc-Corp 401(k) Profit Sharing
& Employee Stock Ownership Plan.
Contributions
Each year, participants may contribute up to 15% of pretax annual
compensation, as defined in the Plan. Participants may also contribute
amounts representing distributions from other qualified plans. The Company
may contribute matching contributions up to the first 6% of base
compensation that a participant contributes to the Plan. The Company may
also contribute additional contributions at the discretion of the Company's
board of directors. The Company's matching contribution was $337,091 for
the period ended January 22, 2004. There were no discretionary
contributions made for the same period.
Participant Accounts
Each participant's account is credited with the participant's contribution,
individual account earnings, and allocations of the Company's matching and
discretionary contributions. Allocations are based on participant
contributions or eligible compensation, as defined by the Plan. The benefit
to which a participant is entitled is limited to the balance in the
participant's vested account.
Vesting
Participants are immediately vested in their pretax contributions plus
actual earnings thereon. Vesting in the Company's matching and
discretionary contribution portion of their account plus actual earnings
thereon is based on years of credited service. A participant's account
balance will vest in 20% increments after two years of credited service.
These participants will be 100% vested after six years of credited service.
A participant is also 100% vested upon reaching normal retirement age, upon
death, or upon becoming partially or totally disabled.
4
THE CFG SALARY SAVINGS PLAN AND TRUST
Notes to Financial Statements
January 22, 2004 and March 31, 2003
Forfeitures
Forfeited non-vested accounts are used to reduce future employer
contributions. As of January 22, 2004 forfeited non-vested accounts totaled
$ 9,027, which were used to reduce the employer contribution made for the
period ended January 22, 2004.
Investment of Plan Assets
Participants had the right to direct that investments be made in the
Balanced Lifestage Fund, Growth Lifestage Fund, Growth Balanced Lifestage
Fund, Conservative Balanced Lifestage Fund, Money Market Fund, Intermediate
Term Bond Fund, Common Stock Fund, Foreign Equity Fund, Emerging Growth
Fund, Equity Income Fund, Associated Banc-Corp Common Stock Fund, Dodge &
Cox Stock Fund, EuroPacific Growth Fund, Goldman Sachs Growth Opportunities
Fund, Janus Small Cap Value Fund, RS Diversified Growth Fund, Vanguard 500
Index Fund, 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 Lifestage Fund - The fund is designed to put equal emphasis on the
pursuit of capital growth through investments in stocks, along with the
stability and income generation provided by fixed income securities.
Approximately one-half the portfolio will consist of investment grade bonds
with the remaining one-half consisting of a diversified mix of stocks, with
an emphasis on large company stocks but including small and foreign stocks.
Growth Lifestage Fund - The fund is designed to achieve growth of capital
through investment in a broadly diversified portfolio of common stocks. The
portfolio will emphasize large capitalization stocks, but will also include
mid-cap, small-cap, and foreign stocks.
Growth Balanced Lifestage Fund - The fund is designed to seek both long
term growth of capital and a modest amount of income and stability through
a mix of stocks and bonds. The portfolio will largely emphasize the pursuit
of capital growth through investments in stocks with the remainder
primarily consisting of investment grade bonds.
Conservative Balanced Lifestage Fund - The fund is designed to emphasize
stability of principal and income through investments in fixed income
securities with a smaller emphasis on capital growth through investment
stocks. The portfolio will primarily consist of investment grade bonds with
the remainder consisting of large company stocks.
Money Market Fund - The fund is designed to provide safety of principal.
Actual investments made by the trustee are into the Associated Trust
Company, N.A. Cash Management Fund.
Intermediate Term Bond Fund - The fund is designed to earn a competitive
total return through diversified investment in high-quality fixed income
securities issued by the United States Government, federal agencies, and
public corporations, as well as mortgage-backed and asset-
5
THE CFG SALARY SAVINGS PLAN AND TRUST
Notes to Financial Statements
January 22, 2004 and March 31, 2003
backed issues and certificates of deposit.
Common Stock Fund - The fund is designed to achieve long-term growth
through investment in large cap companies with good growth prospects. The
majority of the assets in this portfolio are included in the S&P 500 Index.
Foreign Equity Fund - The fund is designed to provide exposure to
investment opportunities outside the United States. The fund invests
primarily in attractively valued foreign common stocks.
Emerging Growth Fund - The fund is designed to maximize long-term stock
returns by diversifying stock ownership into numerous industries. The fund
invests in equities issued by small capitalization, fast growing companies.
Equity Income Fund - The fund is designed to pursue growth of capital while
providing above average dividend yield. The fund invests in common stocks
believed to be undervalued.
Associated Banc-Corp Common Stock Fund - The fund is designed to share in
the performance of Associated Banc-Corp. The fund invests in Associated
Banc-Corp common stock and cash equivalents.
Dodge & Cox Stock Fund - The fund is designed to pursue long-term growth of
principal and income. Fund intends to remain fully invested in equities
with at least 65% of assets in common stocks.
EuroPacific Growth Fund - The fund is designed to pursue long-term growth
of capital. The fund invests in at least 80% of assets in equity securities
of issuers from Europe and the pacific Basin.
Goldman Sachs Growth Opportunities Fund - The fund is designed to achieve
long-term growth of capital. The fund invests in at least 90% of assets in
equity securities with a primary focus on mid-cap companies.
Janus Small Cap Value Fund - The fund is designed to achieve capital
appreciation. The fund invests in at least 80% of assets in equity
securities of undervalued small companies with market capitalization within
the 12-month average of the capitalization range of the Russell 2000 index.
RS Diversified Growth Fund - The fund is designed to achieve long-term
capital growth. The fund invests primarily in small capitalization growth
companies.
Vanguard 500 Index Fund - The fund seeks to track the S&P 500 Index as
closely as possible by investing in each of the Index 500 stocks according
to each stock's weighting in the Index.
6
THE CFG SALARY SAVINGS PLAN AND TRUST
Notes to Financial Statements
January 22, 2004 and March 31, 2003
Weitz Value Fund - The fund is designed to achieve capital appreciation by
investing primarily in equity securities. The advisor seeks 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.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to
a maximum equal to the lesser of $50,000 or 50% of their vested account
balance. Loan transactions are treated as a transfer between the individual
participant's selected investment fund account(s) and the participant note
account. Loan terms range from one to five years or up to 15 years if
related to the purchase of a primary residence. The loans are secured by
the balance in the participant's account and bear a market rate of interest
comparable to what a bank or other professional lender would charge, fixed
for the duration of the loan. Principal and interest is paid ratably
through bi-weekly payroll deductions.
Valuation of Plan Assets
Plan assets are valued daily. Under a daily valued plan, participants can
verify account balances daily utilizing the VRU (Voice Response Unit) or
Internet access, contributions are allocated to participant accounts upon
receipt, and income and changes in asset values are immediately updated.
Distributions
On termination of service due to death, disability, or retirement, a
participant may elect to receive either an annuity or a lump-sum amount
equal to the value of the participant's vested interest in his or her
account. Distributions may also be made in the form of hardship
withdrawals.
(2) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting and present the net assets available for plan benefits
and changes in those net assets in accordance with accounting principles
generally accepted in the United States of America. The significant
accounting policies of the Plan are as follows:
Investments and Income Recognition
Investment securities are valued at quoted market prices. Mutual funds are
valued at the
7
THE CFG SALARY SAVINGS PLAN AND TRUST
Notes to Financial Statements
January 22, 2004 and March 31, 2003
reported net asset value. The investments in units of the common/collective
trust funds are valued at the amount at which shares in the funds 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 plus accrued interest, which approximates
fair value. Participant loans are valued 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. Realized gains and losses on
the sale of investments are determined through the use of specific
identification. Interest income is recorded on the accrual basis and
dividends on the ex-dividend date.
The Plan's investments are exposed to various risks, such as interest rate,
market and credit risks. Due to the level of risk associated with certain
investments and the level of uncertainty related to changes in the values
of investments, it is at least reasonably possible that changes in risks in
the near term could materially affect participant account balances and the
amounts reported in the financial statements of the Plan.
Payment of Benefits
Benefits are recorded when paid.
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.
(3) Investments
The fair value of investments that represent 5% or more of the Plan's net
assets at January 22, 2004 and March 31, 2003 are presented in the
following table:
January 22, March 31,
2004 2003
--------------------------------------------------------------------------
American Funds Cash Management Fund $ 0 $921,597
Gabelli Growth Fund 0 613,704
Janus Worldwide Fund 0 486,776
Vanguard Total Bond Market Fund 0 414,741
Northern Select Equity Fund 0 364,393
--------------------------------------------------------------------------
During the period ended January 22, 2004, the Plan's investments (including
gains and losses on investments purchased and sold, as well as held during
the year) appreciated in value
8
THE CFG SALARY SAVINGS PLAN AND TRUST
Notes to Financial Statements
January 22, 2004 and March 31, 2003
by $1,063,402. The components were as follows:
Associated Banc-Corp Common Stock Fund $ 9,959
Common/Collective Trust Funds 179,196
Mutual Funds 874,247
---------
Total $1,063,402
==========
(4) Transactions with Related Parties
Dividend income from Associated Banc-Corp stock totaled $46 for the period
ended January 22, 2004. The Plan held no Company stock at January 22, 2004
or March 31, 2003.
Associated Trust Company, N.A. performs asset management and participant
recordkeeping for the Plan. Prior to Associated Trust Company, N.A.
assuming the asset management and recordkeeping responsibilities on October
1, 2003, CFG performed asset management and recordkeeping responsibilities
were performed by Interactive Retirement Services. Asset management and
recordkeeping fees totaled $14,311 for the period ended January 22, 2004.
(5) Income Taxes
The Internal Revenue Service has determined and informed the Company by a
letter dated August 5, 2002, that the Plan and the related trust are
designed in accordance with applicable sections of the Internal Revenue
Code, and that the trust is therefore exempt from federal income taxes. The
Company believes the Plan continued to qualify and operate as designed
through the date of the merger.
9
CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
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 June 4, 2004
relating to the statements of net assets available for plan benefits of The CFG
Salary Savings Plan and Trust as of January 22, 2004 and March 31, 2003 and the
related statement of changes in net assets available for plan benefits for the
period from April 1, 2003 to January 22, 2004, which report appears in the
January 22, 2004 annual report on Form 11-K of The CFG Salary Savings Plan and
Trust.
Chicago, Illinois
June 24, 2004
10