SecProbe.io

Mail Stop 4720
April 4, 2016

Christopher J. Del Moral -Niles
Chief Financial Officer
Associated Banc -Corp
433 Main Street
Green Bay, WI  54301

Re: Associated Banc -Corp
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 5, 2016
File No. 001 -31343

Dear Mr. Del Moral -Niles :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circums tances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2015

Item 7. Management’s Discussion and Analysis of Financial  Condition and Results of
Operations

Income Statement Analysis

Provision for Credit Losses, page 32

Allowance for Credit Losses, page 37

1. Please tell us and revise your MD&A in future filings to more comprehensively explain
the reasons for changes in t he amount of your provision for loan losses recorded during
the period and the amount of the allowance for loan losses at period end when compared
to observed changes in the credit quality of your loan portfolio.  Please be as specific and
detailed as need ed to provide an investor with a clear understanding of changes in risk in

Christopher J. Del Moral -Niles
Associated Banc -Corp
April 4, 2016
Page 2

 the loan portfolio and how these changes, as well as any other key drivers, impact each
component of the allowance for loan losses established at period end.  Please consider the
interpretive guidance in SEC Financial Release No. 72, Commission Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of
Operations. Please provide us a draft of your proposed disclosure that clearly identifies
new or r evised disclosure.

Segment Review

Segment Review 2015 Compared to 2014, pages 55

2. You disclosed that the Risk Management and Shared Services segment had net income of
$12 million in 2015, down $49 million compared to $61 million in 2014. We note that the
decrease was due to a $57 million decrease in net interest income related to change s in
the long -term funding rates utilized in the funds transfer pricing methodology for
allocating interest credits to the Corporate and Commercial Specialty, and Community,
Consumer, and Business segments. Similarly, we note the disclosure under the title
Segment Review 2014 Compared to 2013, on page 56, that the Risk Management and
Shared Services segment had net income of $61 million in 2014, up $29 million
compared to $31 million in 2013. The increase was attributed to a $68 million increase in
net inte rest income primarily arising from changes in the long -term funding rates utilized
in the funds transfer pricing methodology for allocating interest credits as well. Please tell
us and expand future filings to explain in detail the how you determine the lo ng-term
funding rates and the reasons behind the swings in these rates over the related periods on
each of your segments.

Item 8. Financial Statements and Supplementary Data

Consolidated Statements of Income, page 63

3. We note the noninterest income lin e item titled Total core fee -based revenue. In future
filings, please delete this non -GAAP measure from the face of the GAAP financial
statements.

4. We note the noninterest income line item titled Asset gains, net which appears to include
a gain on the sale  of real estate.  Please revise future filings to present the net cost of
operation of other real estate within noninterest expense as required by Rule 9 -04 14 (d)
of Regulation S -X.

We urge all persons who are responsible for the accuracy and adequacy o f the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Christopher J. Del Moral -Niles
Associated Banc -Corp
April 4, 2016
Page 3

 in possession of all facts relating to a comp any’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written 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

 the company may not assert staff comments as a defe nse in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Chris Harley  at (202) 551 -3695 or me  at (202) 551 -3291  if you have
questions regarding any comments .

Sincerely,

 /s/ H. Stephen Kim

H. Stephen Kim
Assistant Chief Accountant
Office of Financial Services