SEC Comment Letter for ASSOCIATED BANC-CORP (ASB, ASBA, ASB-PE, ASB-PF) (CIK 0000007789) (ASB) — Jun 22, 2009
ASSOCIATED BANC-CORP (ASB, ASBA, ASB-PE, ASB-PF) (CIK 0000007789)
Date: June 22, 2009 · CIK: 0000007789 · Accession: 0000000000-09-032861
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-31343
Letter
Mail Stop 4561 May 12, 2009
By U.S. Mail and facsimile to (920) 491-7144.
Mr. Joseph B. Selner Chief Financial Officer Associated Banc-Corp 1200 Hansen Road Green Bay, Wisconsin 54304 Re: Associated Banc-Corp Form 10-K for Fiscal Year Ended December 31, 2008 Filed February 26, 2009 File No. 001-31343 Dear Mr. Selner: We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in future filings in response to these comments and provide us with your proposed re visions. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as nece ssary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Accounting Comments
Selected Financial Data, page 24
1. We note that your efficiency ratio exclude s investment securities gains, net and asset sale gains, net. Please tell us a nd revise your future filings to disclose whether your presentation of the efficiency ratio complies with that of your primary banking regulator. To the extent that it does not reflect the definition of the efficiency ratio based on your primar y banking regulator’s guidance, it would
Mr. Joseph B. Selner Associated Banc-Corp May 12, 2009 Page 2 appear to be a non-GAAP measure under Item 10(e) of Regulation S-K. Accordingly, please revise your future fili ngs to include a reconciliation of this measure to the closest GAAP ratio or the ratio based on your primary banking regulator’s definition, and pr ovide all of the disclosures required by Item 10(e) of Regulation S-K. Critical Accounting Policies, page 27
2. We note your disclosure on page 28 that “The Corporation believes the allowance for loan losses is adequate as recorded in the consolid ated financial statements.” Please revise, here and throughout your filing, to state that the level of the allowance for loan losses is “appropriate”, if true.
Note 10 Stockholders’ Equity, page 96
3. Please revise to disclose the following information related to your preferred shares and common stock warrants issued in connection with your participation in the CPP:
a. Please revise to specifically disclose the methodologies used to determine the respective fair valu es of both the preferred stock and the common stock warrants for the purposes of allocating the proceeds. b. Please revise to disclose the assumptions used to determine the fair value of the preferred stock for the purposes of allocating the proceeds. Note 12 Retirement Plans, page 102
4. Please revise to disclose the period over which you define “long-term” as it relates to your expected long-term rate of return on plan a ssets. Additionally, please disclose what your actual rate of return on plan assets has been for both 2008 and 2007. Fair Value of Financial Instruments, page 122
5. In your disclosure here, you state that for available-for-sale secu rities, you utilize bid quotations received from securities dealers when the bid prices are not available or published in news papers. Please tell us a nd revise to disclose the following:
a. Please disclose how the use of bid quotations from securities dealers relates to your disclosure on page 118 that states that you use quoted market prices, when available. Please clarify where you classify the bid quotations received from securities d ealers in the fair value hierarchy.
Mr. Joseph B. Selner Associated Banc-Corp May 12, 2009 Page 3 b. Please disclose whether the bid quotations received from securities dealers are binding or non-binding, and quan tify the portion of the securities portfolio that is valued using this methodology. If you receive non-binding bids, please tell us w hy you do not obtain binding quotes.
c. Please tell us whether the bid quotations received from securities dealers have appropriately considered the lack of liquidity in the marketplace.
d. Please revise to expand your disclosure to discuss in more detail the internal validation procedures you pe rform on the bid quotations received from securities dealers. For example, please discuss systems controls you have in place, your procedures to control ou tlying prices and other exceptions and the procedures you perform to analyze relative values based on specific characteristics of securities. Furthermore, please expand disclosures regarding the valuat ion methodologies and assumptions utilized by dealers along w ith any testing of signi ficant assumptions that you may perform.
* * * * *
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter that keys your response to our comments, indicates your inte nt to include the requested revisions in future filings, includes your proposed disclosure revisions and provides any requested supplemental information. Please file your response on E DGAR. Please understand that we may have additional comments after reviewin g your responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing review ed by the staff to be certain that they have provided all information investors require for an info rmed decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
Mr. Joseph B. Selner Associated Banc-Corp May 12, 2009 Page 4 the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. Any questions regarding the accounting co mments may be directed to Rebekah Moore at (202) 551-3303 or me at (202) 551-3494.
S i n c e r e l y , Kevin W. Vaughn B r a n c h C h i e f
Show Raw Text
Mail Stop 4561
May 12, 2009
By U.S. Mail and facsimile to (920) 491-7144.
Mr. Joseph B. Selner
Chief Financial Officer Associated Banc-Corp
1200 Hansen Road Green Bay, Wisconsin 54304
Re: Associated Banc-Corp
Form 10-K for Fiscal Year Ended December 31, 2008 Filed February 26, 2009
File No. 001-31343
Dear Mr. Selner:
We have reviewed your filing and have the following comments. Where
indicated, we think you should revise your document in future filings in response to these comments and provide us with your proposed re visions. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as nece ssary in your explanation. In some of our comments, we
may ask you to provide us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Accounting Comments
Selected Financial Data, page 24
1. We note that your efficiency ratio exclude s investment securities gains, net and
asset sale gains, net. Please tell us a nd revise your future filings to disclose
whether your presentation of the efficiency ratio complies with that of your
primary banking regulator. To the extent that it does not reflect the definition of
the efficiency ratio based on your primar y banking regulator’s guidance, it would
Mr. Joseph B. Selner
Associated Banc-Corp
May 12, 2009
Page 2
appear to be a non-GAAP measure under Item 10(e) of Regulation S-K. Accordingly, please revise your future fili ngs to include a reconciliation of this
measure to the closest GAAP ratio or the ratio based on your primary banking
regulator’s definition, and pr ovide all of the disclosures required by Item 10(e) of
Regulation S-K.
Critical Accounting Policies, page 27
2. We note your disclosure on page 28 that “The Corporation believes the allowance
for loan losses is adequate as recorded in the consolid ated financial statements.”
Please revise, here and throughout your filing, to state that the level of the allowance for loan losses is “appropriate”, if true.
Note 10 Stockholders’ Equity, page 96
3. Please revise to disclose the following information related to your preferred
shares and common stock warrants issued in connection with your participation in
the CPP:
a. Please revise to specifically disclose the methodologies used to determine
the respective fair valu es of both the preferred stock and the common
stock warrants for the purposes of allocating the proceeds.
b. Please revise to disclose the assumptions used to determine the fair value of the preferred stock for the purposes of allocating the proceeds.
Note 12 Retirement Plans, page 102
4. Please revise to disclose the period over which you define “long-term” as it relates to your expected long-term rate of return on plan a ssets. Additionally,
please disclose what your actual rate of return on plan assets has been for both
2008 and 2007.
Fair Value of Financial Instruments, page 122
5. In your disclosure here, you state that for available-for-sale secu rities, you utilize
bid quotations received from securities dealers when the bid prices are not
available or published in news papers. Please tell us a nd revise to disclose the
following:
a. Please disclose how the use of bid quotations from securities dealers
relates to your disclosure on page 118 that states that you use quoted
market prices, when available. Please clarify where you classify the bid quotations received from securities d ealers in the fair value hierarchy.
Mr. Joseph B. Selner
Associated Banc-Corp
May 12, 2009
Page 3
b. Please disclose whether the bid quotations received from securities dealers
are binding or non-binding, and quan tify the portion of the securities
portfolio that is valued using this methodology. If you receive non-binding bids, please tell us w hy you do not obtain binding quotes.
c. Please tell us whether the bid quotations received from securities dealers
have appropriately considered the lack of liquidity in the marketplace.
d. Please revise to expand your disclosure to discuss in more detail the
internal validation procedures you pe rform on the bid quotations received
from securities dealers. For example, please discuss systems controls you have in place, your procedures to control ou tlying prices and other
exceptions and the procedures you perform to analyze relative values based on specific characteristics of securities. Furthermore, please expand
disclosures regarding the valuat ion methodologies and assumptions
utilized by dealers along w ith any testing of signi ficant assumptions that
you may perform.
* * * * *
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please furnish a cover letter that keys your response to
our comments, indicates your inte nt to include the requested revisions in future filings,
includes your proposed disclosure revisions and provides any requested supplemental
information. Please file your response on E DGAR. Please understand that we may have
additional comments after reviewin g your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
Mr. Joseph B. Selner
Associated Banc-Corp
May 12, 2009
Page 4
the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Any questions regarding the accounting co mments may be directed to Rebekah
Moore at (202) 551-3303 or me at (202) 551-3494.
S i n c e r e l y , Kevin W. Vaughn B r a n c h C h i e f