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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:

Associated Banc-Corp (the “Corporation” or “Associated”) respectfully submits the following information to provide additional clarity to the changes included in the original response letter filed with the Securities and Exchange Commission (the “SEC” or “Commission”) on July 25, 2017 concerning the Corporation’s annual report on Form 10-K for the fiscal year ended December 31, 2016 (the “2016 Form 10-K”). For reference purposes, the text of the Comment Letter has been reproduced below in bold followed by Associated’s clarification to the original response. Proposed disclosures for future filings are included in the responses.

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.

Clarification to the Original Response to Item #1:

The Corporation acknowledges the tables included in the original response letter over-disclosed the loans individually evaluated for impairment in accordance with ASC Topic 310 and the loans collectively evaluated for impairment in accordance with ASC Topic 450. In accordance with ASC 310-10-35-13a, the Corporation evaluates smaller-balance homogeneous impaired loans collectively for impairment. In future filings, the Corporation will revise the Allowance for Loan Losses and Impaired Loans tables to clearly reflect this distinction. Presented below are the revised Allowance for Loan Losses and Impaired Loans Tables the Corporation proposes to include in future filings utilizing financial information as of December 31, 2016.

Allowance for Loan Losses Table, Page 101

A summary of the changes in the allowance for loan losses by portfolio segment for the year ended December 31, 2016, was as follows.

$ 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:

Individually evaluated for impairment

$

21,047

$

$

3,410

$

$

6,438

$

3,943

$

$

35,054

Collectively evaluated for impairment

119,079

14,011

41,875

26,848

20,608

16,421

4,439

243,281

Total allowance for loan losses

$

140,126

$

14,034

$

45,285

$

26,932

$

27,046

$

20,364

$

4,548

$

278,335

Loans:

Individually evaluated for impairment

$

213,271

$

13,983

$

32,908

$

$

43,876

$

11,176

$

1,012

$

316,735

Collectively evaluated for impairment

6,275,743

883,741

3,541,824

1,431,988

6,288,451

923,267

392,967

19,737,981

Total loans

$

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

The following table presents impaired loans individually evaluated under ASC Topic 310 at December 31, 2016.

Recorded

Investment

Unpaid

Principal

Balance

Related

Allowance

Average

Recorded

Investment

Interest

Income

Recognized

($ in Thousands)

Loans with a related allowance

Commercial and industrial

$

99,786

$

105,175

$

21,047

$

104,808

$

2,345

Commercial real estate — owner occupied

5,544

5,568

5,840

Commercial and business lending

105,330

110,743

21,070

110,648

2,608

Commercial real estate — investor

26,764

27,031

3,410

30,665

2,120

Real estate construction

Commercial real estate lending

27,273

27,679

3,494

31,194

2,151

Total commercial

132,603

138,422

24,564

141,842

4,759

Residential mortgage

37,902

39,979

6,438

38,608

1,551

Home equity

11,070

11,909

3,943

11,420

Other consumer

1,012

1,023

1,021

Total consumer

49,984

52,911

10,490

51,049

2,180

Total loans

$

182,587

$

191,333

$

35,054

$

192,891

$

6,939

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

$

213,271

$

240,038

$

21,047

$

222,788

$

3,864

Commercial real estate — owner occupied

13,983

14,834

14,599

Commercial and business lending

227,254

254,872

21,070

237,387

4,265

Commercial real estate — investor

32,908

33,509

3,410

37,757

2,120

Real estate construction

Commercial real estate lending

33,417

34,157

3,494

38,286

2,151

Total commercial

260,671

289,029

24,564

275,673

6,416

Residential mortgage

43,876

46,977

6,438

45,218

1,735

Home equity

11,176

12,016

3,943

11,527

Other consumer

1,012

1,023

1,021

Total consumer

56,064

60,016

10,490

57,766

2,368

Total loans

$

316,735

$

349,045

$

35,054

$

333,439

$

8,784

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.

Clarification to the Original Response to Item #2:

The provision for credit losses figure of $75.2 million on impaired loans included in the 2016 Form 10-K and the original response letter primarily relate to nonaccrual oil and gas loan relationships, as reflected in Table 8 on page 44 of the 2016 Form 10-K. In future filings, the Corporation will expand the Fair Value Measurements Note to include additional information regarding the impaired loans included in the fair value disclosures.

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