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United States Securities and Exchange Commission Re: Associated Banc-Corp Form 10-K for the Fiscal Year Ended December 31, 2016 Filed February 6, 2017 File No. 001-31343

Dear Mr. Irving:

The response of Associated Banc-Corp (the “Corporation” or “Associated”) to the comments in the Securities and Exchange Commission (the “SEC” or “Commission”) comment letter dated June 29, 2017 (the “Comment Letter”) related to the Corporation’s annual report on Form 10-K for the fiscal year ended December 31, 2016 (the “2016 Form 10-K”) follows. For reference purposes, the text of the Comment Letter has been reproduced below in bold followed by Associated’s response. Proposed disclosures for future filings are included in the responses and italicized.

Form 10-K for the Fiscal Year Ended December 31, 2016

Item 8: Financial Statements and Supplementary Data, page 71

Note 4 (Indicated as Note 5 of the original SEC comment letter), Loans, page 97

1.

We note on page 97 that you present impaired loans with and without a related allowance of $221.0 million and $134.1 million, respectively, and a related allowance of $46.5 million. We also note on page 101, that you present loans individually evaluated for impairment and the related allowance of $214.4 million and $24.1 million, respectively. Please explain this difference in your response, as well as any differences in the impaired loan disclosures in subsequent 10-Q’s, and revise future filings as necessary.

Response to Item #1:

The Corporation acknowledges the tables on pages 97 and 101 differ based on the information being shown. The table on page 97, the Impaired Loans Table, presents only impaired loans, which are defined on page 82 of the 2016 Form 10-K as commercial and consumer loan relationships that have nonaccrual status or have had their terms restructured in a troubled debt restructuring. Impaired loans may include loans individually evaluated for impairment as well as homogeneous groups of loans collectively evaluated for impairment. In comparison, the table on page 101, the Allowance for Loan Losses Table, currently shows the allowance for loan losses and related loan balances for the total loan portfolio, which includes both impaired and non-impaired loans. Additionally, the Table on page 101, the Allowance for Loan Losses Table, does not segregate the allowance for loan losses and related loan balances of impaired loans collectively evaluated from the remaining loans collectively evaluated.

For future filings, the Corporation will expand the Allowance for Loan Losses Table to show additional detail regarding impaired loans collectively evaluated and non-impaired loans collectively evaluated, as well as add a row titled “Total Impaired Loans” to make the comparison between the Allowance for Loan Losses and Impaired Loans Tables more intuitive and easily reconcilable.

Shown below is the expanded Allowance for Loan Losses Table the Corporation proposes to use in future filings, as well as the Impaired Loans Table presented in the 2016 Form 10-K. The expanded Allowance for Loan Losses Table is intended to allow easy reconciliation between this table and the Impaired Loans Table. All figures shown are from or related to the 2016 Form 10-K.

Allowance for Loan Losses Table, Page 101

$ in Thousands

Commercial

and

industrial

Commercial

real estate

— owner

occupied

Commercial

real

estate —

investor

Real estate

construction

Residential

mortgage

Home

equity

Other consumer

Total

December 31, 2015

$

129,959

$

18,680

$

43,018

$

25,266

$

28,261

$

23,555

$

5,525

$

274,264

Charge offs

(71,016

)

(512

)

(1,504

)

(558

)

(4,332

)

(4,686

)

(3,831

)

(86,439

)

Recoveries

14,543

1,624

3,491

21,510

Net charge offs

(56,473

)

(438

)

(355

)

(3,577

)

(1,195

)

(3,011

)

(64,929

)

Provision for loan losses

66,640

(4,208

)

2,147

2,021

2,362

(1,996

)

2,034

69,000

December 31, 2016

$

140,126

$

14,034

$

45,285

$

26,932

$

27,046

$

20,364

$

4,548

$

278,335

Allowance for loan losses:

Impaired loans:

Individually evaluated

$

20,836

$

—

$

3,117

$

—

$

$

$

—

$

24,103

Collectively evaluated

10,944

9,309

22,380

Total impaired loans

21,617

3,541

11,091

9,312

46,483

Non-impaired loans:

Collectively evaluated

118,509

13,739

41,744

26,491

15,955

11,052

4,362

231,852

Total

$

140,126

$

14,034

$

45,285

$

26,932

$

27,046

$

20,364

$

4,548

$

278,335

Period end loan balances:

Impaired loans:

Individually evaluated

$

180,965

$

8,439

$

17,322

$

—

$

7,033

$

$

—

$

214,409

Collectively evaluated

34,290

6,595

16,018

1,203

61,303

20,107

1,235

140,751

Total impaired loans

215,255

15,034

33,340

1,203

68,336

20,757

1,235

355,160

Non-impaired loans:

Collectively evaluated

6,273,759

882,690

3,541,392

1,431,294

6,263,991

913,686

392,744

19,699,556

Total

$

6,489,014

$

897,724

$

3,574,732

$

1,432,497

$

6,332,327

$

934,443

$

393,979

$

20,054,716

Impaired Loans Table, Page 97

Recorded Investment

Unpaid Principal Balance

Related Allowance

Average Recorded Investment

Interest Income Recognized

($ in Thousands)

Loans with a related allowance

Commercial and industrial

$

101,770

$

107,813

$

21,617

$

111,211

$

2,512

Commercial real estate — owner occupied

6,595

8,641

7,111

Commercial and business lending

108,365

116,454

21,912

118,322

2,786

Commercial real estate — investor

27,196

27,677

3,541

31,142

2,124

Real estate construction

1,203

1,566

1,321

Commercial real estate lending

28,399

29,243

3,982

32,463

2,191

Total commercial

136,764

145,697

25,894

150,785

4,977

Residential mortgage

62,362

67,090

11,091

63,825

2,263

Home equity

20,651

22,805

9,312

21,825

1,114

Other consumer

1,235

1,284

1,294

Total consumer

84,248

91,179

20,589

86,944

3,406

Total loans

$

221,012

$

236,876

$

46,483

$

237,729

$

8,383

Loans with no related allowance

Commercial and industrial

$

113,485

$

134,863

$

—

$

117,980

$

1,519

Commercial real estate — owner occupied

8,439

9,266

—

8,759

Commercial and business lending

121,924

144,129

—

126,739

1,657

Commercial real estate — investor

6,144

6,478

—

7,092

—

Real estate construction

—

—

—

—

—

Commercial real estate lending

6,144

6,478

—

7,092

—

Total commercial

128,068

150,607

—

133,831

1,657

Residential mortgage

5,974

6,998

—

6,610

Home equity

—

Other consumer

—

—

—

—

—

Total consumer

6,080

7,105

—

6,717

Total loans

$

134,148

$

157,712

$

—

$

140,548

$

1,845

Total

Commercial and industrial

$

215,255

$

242,676

$

21,617

$

229,191

$

4,031

Commercial real estate — owner occupied

15,034

17,907

15,870

Commercial and business lending

230,289

260,583

21,912

245,061

4,443

Commercial real estate — investor

33,340

34,155

3,541

38,234

2,124

Real estate construction

1,203

1,566

1,321

Commercial real estate lending

34,543

35,721

3,982

39,555

2,191

Total commercial

264,832

296,304

25,894

284,616

6,634

Residential mortgage

68,336

74,088

11,091

70,435

2,447

Home equity

20,757

22,912

9,312

21,932

1,118

Other consumer

1,235

1,284

1,294

Total consumer

90,328

98,284

20,589

93,661

3,594

Total impaired loans

$

355,160

$

394,588

$

46,483

$

378,277

$

10,228

Note 18, Fair Value Measurements, page 127

2.

You noted provision for credit losses of $75.2 million from non-recurring changes in the fair value of impaired loans of $79.3 million in the table on page 131 disclosing details concerning assets and liabilities measured at fair value on a nonrecurring basis. Please address the following:

•

Revise future filings to enhance your description of the inputs used in the fair value measurement, including quantitative information about the significant unobservable inputs. Refer to ASC 820-10-50-2.bbb; and

•

Explain how the provision for credit losses of $75.2 million reconciles with the total provision for credit losses of $70.0 million included in the Consolidated Statements of Income.

Response to Item #2:

Although narratively disclosed on pages 130 and 131 of the 2016 Form 10-K, future filings will expand Note 18 to include a table which outlines the quantitative information regarding the significant unobservable inputs used for fair value measurements categorized in Level 3 of the fair value hierarchy. Shown is the table the Corporation proposes to include in future filings utilizing financial information as of our 2016 Form 10-K filing.

December 31, 2016

Valuation Technique

Significant Unobservable Input

Weighted Average Input Applied

Mortgage servicing rights

Discounted cash flow

Constant prepayment rate

11%

Mortgage servicing rights

Discounted cash flow

Discount rate

10%

Impaired Loans

Appraisals / Discounted cash flow

Collateral / Discount factor

20%

The Corporation acknowledges the $70.0 million and $75.2 million provision for credit losses differ based on the information presented. The provision for credit losses figure of $70.0 million shows the consolidated provision for credit losses, which includes impaired loans, non-impaired loans, and unfunded loan commitments, consistent with the Corporation’s policies described on pages 83 and 84 of the 2016 Form 10-K. The provision for credit losses figure of $75.2 million shows the income statement impact of the fair value change from period to period on only individually evaluated impaired loans. The $5.2 million difference is reflective of net recoveries, improvement in the credit quality, and changes in the total loan portfolio from period to period.

For future filings, the Corporation will revise the footnote to the table currently on page 131 of the 2016 Form 10-K to clearly state only individually evaluated impaired loans are included in the provision for credit losses amount included in the table.

On behalf of Associated, and as requested in your letter, the Corporation acknowledges that:

•

Associated is responsible for the adequacy and accuracy of the disclosure in its filings;

•

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

•

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

We believe this letter is responsive to your comments. Please feel free to contact me at 920-491-7007 if you have any questions or need further information.

Sincerely,
/s/ Christopher J. Del Moral-Niles