UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 22, 2015

                                                                            Associated Banc-Corp                                                                       

(Exact name of registrant as specified in its chapter)

Wisconsin

001-31343

39-1098068

(State or other jurisdiction of incorporation)

(Commission

File Number)

(IRS Employer Identification No.)

433 Main Street, Green Bay, Wisconsin

54301

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code

920-491-7500

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.  Other Events. 

On May 22, 2015, Associated Bank, N.A. (the “Bank”), the wholly-owned subsidiary of Associated Banc-Corp (the “Company”), entered into a Conciliation Agreement (“Agreement”) with the U.S. Department of Housing and Urban Development (“HUD”).  The Agreement resolves the previously disclosed HUD investigation into the Bank’s compliance with fair housing laws during the period from 2008 to 2011. A copy of Conciliation Agreement is attached hereto as an exhibit and is incorporated herein by reference. The commitments of the Bank under the Conciliation Agreement, which are spread over a three-year period, are not expected to have a material effect on the Company’s financial condition or results of operations.

FORWARD LOOKING STATEMENTS

Statements made in this Current Report on Form 8-K which are not purely historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995.  This includes any statements regarding management’s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings or other measures of performance.  Such forward-looking statements may be identified by the use of words such as “believe”, “expect”, “anticipate”, “plan”, “estimate”, “should”, “will”, “intend”, “outlook”, or similar expressions.  Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties.  Actual results may differ materially from those contained in the forward-looking statements.  Factors which may cause actual results to differ materially from those contained in such forward-looking statements include those identified in the company’s most recent Form 10-K and subsequent SEC filings.  Such factors are incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

Exhibit

Number

99.1

Conciliation Agreement between Assistant Secretary for Fair Housing and Equal Opportunity and Association Bank, N.A.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Associated Banc-Corp

Date:  May 22, 2015

By: /s/  Randall J. Erickson

Randall J. Erickson

Executive Vice President, General Counsel

and Corporate Secretary

ASSOCIATED BANC-CORP

Exhibit Index to Current Report on Form 8-K

Exhibit

Number

    99.1

Conciliation Agreement between Assistant Secretary for Fair Housing and Equal Opportunity and Association Bank, N.A.