-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AoAiCMsaVPv5y4KwZ8uaocFyUNINT0iuS1X6KQAb61lIKn8BvJtmCdjtsmQblFJe nsbx/w9ESQGfT95XCFv1wg== 0000062741-02-000052.txt : 20020813 0000062741-02-000052.hdr.sgml : 20020813 20020813104214 ACCESSION NUMBER: 0000062741-02-000052 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARSHALL & ILSLEY CORP/WI/ CENTRAL INDEX KEY: 0000062741 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 390968604 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-15403 FILM NUMBER: 02728217 BUSINESS ADDRESS: STREET 1: 770 N WATER ST CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4147657801 MAIL ADDRESS: STREET 1: 770 NORTH WATER ST CITY: MILWAUKEE STATE: WI ZIP: 53202 10-Q 1 fm10q_06-02.txt FORM 10-Q DATED 06/30/2002 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 1-15403 MARSHALL & ILSLEY CORPORATION (Exact name of registrant as specified in its charter) Wisconsin 39-0968604 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 770 North Water Street Milwaukee, Wisconsin 53202 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (414) 765-7801 None (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding at Class July 31, 2002 ----- ---------------- Common Stock, $1.00 Par Value 210,241,302 =============================================================================== PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
MARSHALL & ILSLEY CORPORATION CONSOLIDATED BALANCE SHEETS (Unaudited) ($000's except share data) June 30, December 31, June 30, 2002 2001 2001 ------------- ------------- ------------- Assets - ------ Cash and cash equivalents: Cash and due from banks $ 818,715 $ 617,183 $ 873,991 Federal funds sold and security resale agreements 49,370 119,561 25,466 Money market funds 483,211 827,021 168,419 ------------- ------------- ------------- Total cash and cash equivalents 1,351,296 1,563,765 1,067,876 Investment securities: Trading securities, at market value 12,475 6,119 17,456 Short-term investments, at cost which approximates market value 46,642 41,668 45,105 Available for sale at market value 3,736,684 3,383,632 4,186,974 Held to maturity at amortized cost, market value $1,028,904 ($1,049,952 December 31, and $1,101,702 June 30, 2001) 986,684 1,032,093 1,075,242 ------------- ------------- ------------- Total investment securities 4,782,485 4,463,512 5,324,777 Loans and leases 20,918,707 19,295,372 17,803,111 Less: Allowance for loan and lease losses 292,512 268,198 244,486 ------------- ------------- ------------- Net loans and leases 20,626,195 19,027,174 17,558,625 Premises and equipment 414,462 393,030 390,181 Goodwill 649,731 524,748 332,111 Other intangibles 82,222 63,337 45,001 Accrued interest and other assets 1,219,280 1,218,168 1,177,084 ------------- ------------- ------------- Total Assets $ 29,125,671 $ 27,253,734 $ 25,895,655 ============= ============= ============= Liabilities and Shareholders' Equity - ------------------------------------ Deposits: Noninterest bearing $ 3,649,761 $ 3,558,571 $ 2,943,114 Interest bearing 14,498,279 12,934,476 13,306,539 ------------- ------------- ------------- Total deposits 18,148,040 16,493,047 16,249,653 Funds purchased and security repurchase agreements 1,480,425 1,111,412 1,189,660 Other short-term borrowings 4,221,738 4,745,830 4,204,956 Accrued expenses and other liabilities 893,400 850,300 849,853 Long-term borrowings 1,675,098 1,560,177 1,044,132 ------------- ------------- ------------- Total liabilities 26,418,701 24,760,766 23,538,254 Shareholders' equity: Series A convertible preferred stock, $1.00 par value; 336,370 shares issued 336 336 336 Common stock, $1.00 par value; 240,832,522 shares issued (117,301,755 December 31, and 112,757,546 June 30, 2001) 240,833 117,302 112,757 Additional paid-in capital 752,885 698,289 436,735 Retained earnings 2,501,735 2,331,776 2,203,803 Accumulated other comprehensive income, net of related taxes 32,272 40,600 64,923 Less: Treasury common stock, at cost: 30,608,636 shares (13,352,817 December 31, and 9,475,724 June 30, 2001) 799,725 673,494 440,458 Deferred compensation 21,366 21,841 20,695 ------------- ------------- ------------- Total shareholders' equity 2,706,970 2,492,968 2,357,401 ------------- ------------- ------------- Total Liabilities and Shareholders' Equity $ 29,125,671 $ 27,253,734 $ 25,895,655 ============= ============= ============= See notes to financial statements.
MARSHALL & ILSLEY CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Unaudited) ($000's except share data) Three Months Ended June 30, ---------------------------- 2002 2001 ------------- ------------- Interest income - --------------- Loans and leases $ 321,574 $ 341,678 Investment securities: Taxable 49,617 70,012 Exempt from federal income taxes 15,377 15,512 Trading securities 123 341 Short-term investments 3,452 3,904 ------------- ------------- Total interest income 390,143 431,447 Interest expense - ---------------- Deposits 73,403 155,954 Short-term borrowings 37,806 49,291 Long-term borrowings 28,936 24,968 ------------- ------------- Total interest expense 140,145 230,213 ------------- ------------- Net interest income 249,998 201,234 Provision for loan and lease losses 16,980 10,737 ------------- ------------- Net interest income after provision for loan and lease losses 233,018 190,497 Other income - ------------ Data processing services: e-Finance solutions 33,967 27,922 Financial technology solutions 112,328 108,948 Other -- 1,274 ------------- ------------- Total data processing services 146,295 138,144 Item processing 9,070 12,048 Trust services 31,358 30,571 Service charges on deposits 25,224 20,447 Mortgage banking 7,365 12,305 Net investment securities losses (121) (13,067) Life insurance revenue 7,407 6,694 Other 37,556 30,346 ------------- ------------- Total other income 264,154 237,488 Other expense - ------------- Salaries and employee benefits 185,294 178,067 Net occupancy 18,802 15,329 Equipment 29,170 28,969 Software expenses 10,030 9,224 Processing charges 8,921 11,838 Supplies and printing 4,937 5,443 Professional services 8,790 6,642 Shipping and handling 10,842 10,926 Amortization of intangibles 4,931 8,613 Other 36,296 67,116 ------------- ------------- Total other expense 318,013 342,167 ------------- ------------- Income before income taxes 179,159 85,818 Provision for income taxes 58,732 26,135 ------------- ------------- Net income $ 120,427 $ 59,683 ============= ============= Net income per common share Basic $ 0.56 $ 0.28 Diluted 0.54 0.28 Dividends paid per common share $ 0.160 $ 0.145 Weighted average common shares outstanding: Basic 211,417 205,811 Diluted 221,333 215,476 See notes to financial statements.
MARSHALL & ILSLEY CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Unaudited) ($000's except share data) Six Months Ended June 30, ---------------------------- 2002 2001 ------------- ------------- Interest income - --------------- Loans and leases $ 631,556 $ 695,668 Investment securities: Taxable 100,384 147,963 Exempt from federal income taxes 30,533 31,412 Trading securities 182 669 Short-term investments 7,895 8,169 ------------- ------------- Total interest income 770,550 883,881 Interest expense - ---------------- Deposits 144,318 343,137 Short-term borrowings 76,659 103,392 Long-term borrowings 59,298 50,339 ------------- ------------- Total interest expense 280,275 496,868 Net interest income 490,275 387,013 Provision for loan and lease losses 32,176 21,800 ------------- ------------- Net interest income after provision for loan and lease losses 458,099 365,213 Other income - ------------ Data processing services: e-Finance solutions 67,774 54,170 Financial technology solutions 223,538 213,038 Other 2 3,928 ------------- ------------- Total data processing services 291,314 271,136 Item processing 19,406 24,505 Trust services 62,337 60,600 Service charges on deposits 50,798 41,273 Mortgage banking 16,741 20,100 Net investment securities losses (866) (6,961) Life insurance revenue 14,738 13,225 Other 68,688 60,181 ------------- ------------- Total other income 523,156 484,059 Other expense Salaries and employee benefits 364,780 345,989 Net occupancy 35,892 31,226 Equipment 57,657 57,601 Software expenses 22,621 17,294 Processing charges 18,507 20,788 Supplies and printing 9,650 10,393 Professional services 18,585 13,802 Shipping and handling 22,896 22,243 Amortization of intangibles 9,230 16,227 Other 71,802 96,990 ------------- ------------- Total other expense 631,620 632,553 ------------- ------------- Income before income taxes and cumulative effect of changes in accounting principle 349,635 216,719 Provision for income taxes 113,579 70,434 ------------- ------------- Income before cumulative effect of changes in accounting principle 236,056 146,285 Cumulative effect of changes in accounting principle, net of income taxes -- (436) ------------- ------------- Net income $ 236,056 $ 145,849 ============= ============= Net income per common share Basic: Income before cumulative effect of changes in accounting principle $ 1.11 $ 0.70 Cumulative effect of changes in accounting principle, net of income taxes -- -- ------------- ------------- Net income $ 1.11 $ 0.70 ============= ============= Diluted: Income before cumulative effect of changes in accounting principle $ 1.07 $ 0.68 Cumulative effect of changes in accounting principle, net of income taxes -- -- ------------- ------------- Net income $ 1.07 $ 0.68 ============= ============= Dividends paid per common share $ 0.305 $ 0.278 ============= ============= Weighted average common shares outstanding: Basic 210,527 205,745 Diluted 220,436 215,544 See notes to financial statements.
MARSHALL & ILSLEY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) ($000's) Six Months Ended June 30, ---------------------------- 2002 2001 ------------- ------------- Net Cash Provided by Operating Activities $ 606,105 $ 206,780 Cash Flows From Investing Activities: - ------------------------------------- Proceeds from sales of securities available for sale 1,909 21,376 Proceeds from maturities of securities available for sale 843,104 803,255 Proceeds from maturities of securities held to maturity 44,053 36,048 Purchases of securities available for sale (991,256) (216,355) Purchases of securities held to maturity (631) -- Net increase in loans (1,335,757) (327,881) Purchases of assets to be leased (88,561) (267,895) Principal payments on lease receivables 221,805 360,367 Fixed asset purchases, net (20,525) (18,410) Purchase acquisitions, net of cash equivalents acquired (10,338) (24,845) Other 5,148 12,486 ------------- ------------- Net cash (used)/provided in investing activities (1,331,049) 378,146 Cash Flows From Financing Activities: - ------------------------------------- Net increase/(decrease) in deposits 839,524 (3,001,689) Proceeds from issuance of commercial paper 3,210,992 1,252,765 Payments for maturity of commercial paper (3,152,189) (1,258,609) Net (decrease)/increase in other short-term borrowings (243,804) 2,144,581 Proceeds from issuance of long-term debt 318,818 627,029 Payments of long-term debt (271,756) (87,726) Dividends paid (66,096) (59,116) Purchases of treasury stock (139,806) (15,520) Other 16,792 16,542 ------------- ------------- Net cash provided/(used) by financing activities 512,475 (381,743) ------------- ------------- Net (decrease)/increase in cash and cash equivalents (212,469) 203,183 Cash and cash equivalents, beginning of year 1,563,765 864,693 ------------- ------------- Cash and cash equivalents, end of period $ 1,351,296 $ 1,067,876 ============= ============= Supplemental cash flow information: Cash paid during the period for: Interest $ 262,315 $ 521,879 Income taxes 105,209 66,931 See notes to financial statements.
MARSHALL & ILSLEY CORPORATION Notes to Financial Statements June 30, 2002 & 2001 (Unaudited) 1. The accompanying unaudited consolidated financial statements should be read in conjunction with Marshall & Ilsley Corporation's ("M&I" or "Corporation") 2001 Annual Report on Form 10-K. The unaudited financial information included in this report reflects all adjustments (consisting only of normal recurring accruals) which are necessary for a fair statement of the financial position and results of operations as of and for the three and six months ended June 30, 2002 and 2001. The results of operations for the three and six months ended June 30, 2002 and 2001 are not necessarily indicative of results to be expected for the entire year. Certain amounts in the 2001 consolidated financial statements and analyses have been reclassified to conform with the 2002 presentation. Common stock per share and average share information for years prior to 2002 have been restated for the 2-for-1 stock split effected in the form of a 100% stock dividend which was effective June 17, 2002. 2. Change in Method of Accounting On January 1, 2002, the Corporation adopted SFAS No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS. This statement addresses financial accounting and reporting for acquired goodwill and other intangible assets and supercedes APB Opinion No. 17, INTANGIBLE ASSETS. SFAS 142 prescribes the accounting and reporting for intangible assets that are acquired individually or with a group of other assets (but not those acquired in a business combination) upon their acquisition. SFAS 142 also prescribes how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements. SFAS 142 adopts an aggregate view of goodwill and bases the accounting for goodwill on the units of the combined entity into which an acquired entity is integrated (those units are referred to as Reporting Units). A Reporting Unit is an operating segment as defined in SFAS 131 or one level below an operating segment. Goodwill and intangible assets that have indefinite useful lives will not be amortized under the new standard but rather will be tested annually for impairment. Intangible assets with finite lives will continue to be amortized over their useful lives, but without the constraint of the prescribed ceilings required under APB Opinion 17. SFAS 142 provides specific guidance for testing goodwill and intangible assets that will not be amortized for impairment. Goodwill will be tested for impairment at least annually using a two-step process that begins with an estimation of the fair value of a Reporting Unit. The first step is a screen for potential impairment and the second step measures the amount of impairment, if any. Intangible assets that will not be amortized, will be tested annually by comparing the fair values of the assets with their recorded amounts. The provisions of SFAS 142 are now being applied by the Corporation. Goodwill and intangible assets acquired after June 30, 2001, are subject immediately to the nonamortization and amortization provisions of the statement. During the second quarter of 2002, the Corporation completed the first step of the transitional goodwill impairment test on its five identified reporting units based on amounts as of January 1, 2002. With the assistance of a nationally recognized independent appraisal firm, the Corporation concluded that there were no impairment losses for goodwill due to the initial application of SFAS 142. MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued June 30, 2002 & 2001 (Unaudited) Income before cumulative effect of changes in accounting principles and related earnings per share after giving effect to the nonamortization provision of SFAS 142 are as follows (dollars and shares in thousands, except per share data):
Three Months Ended June 30, ---------------------------- 2002 2001 ------------- ------------- Income before cumulative effect of changes in accounting principle $ 120,427 $ 59,683 Adjustments: Goodwill amortization, net of taxes -- 3,713 ------------- ------------- Income before cumulative effect of changes in accounting principle $ 120,427 $ 63,396 Income before cumulative effect of changes in accounting principle: Basic: Reported income before cumulative effect of changes in accounting principle $ 0.56 $ 0.28 Goodwill amortization -- 0.02 ------------- ------------- $ 0.56 $ 0.30 ============= ============= Diluted: Reported income before cumulative effect of changes in accounting $ 0.54 $ 0.28 Goodwill amortization -- 0.02 ------------- ------------- $ 0.54 $ 0.30 ============= =============
Six Months Ended June 30, ---------------------------- 2002 2001 ------------- ------------- Income before cumulative effect of changes in accounting principle $ 236,056 $ 146,285 Adjustments: Goodwill amortization, net of taxes -- 7,295 ------------- ------------- Income before cumulative effect of changes in accounting principle $ 236,056 $ 153,580 ============= ============= Income before cumulative effect of changes in accounting principle: Basic: Reported income before cumulative effect of changes in accounting principle $ 1.11 $ 0.70 Goodwill amortization -- 0.04 ------------- ------------- $ 1.11 $ 0.74 ============= ============= Diluted: Reported income before cumulative effect of changes in accounting principle $ 1.07 $ 0.68 Goodwill amortization -- 0.03 ------------- ------------- $ 1.07 $ 0.71 ============= =============
MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued June 30, 2002 & 2001 (Unaudited) The changes in the carrying amount of goodwill for the six months ended June 30, 2002 are as follows (dollars in thousands):
Banking Metavante Others Total ----------- ---------- ---------- ---------- Goodwill balance as of January 1, 2002 $ 367,612 $ 125,587 $ 31,549 $ 524,748 Goodwill acquired during the period 125,955 -- 2,087 128,042 Purchase accounting adjustments -- (2,265) -- (2,265) Goodwill amortization (794) -- -- (794) ----------- ---------- ---------- ---------- Goodwill balance as of June 30, 2002 $ 492,773 $ 123,322 $ 33,636 $ 649,731 =========== ========== ========== ==========
At June 30, 2002, the Corporation's intangible assets consisted of the following (dollars in thousands):
Amortized intangible assets: Core deposit intangible $ 50,966 Data processing contract rights/customer lists 19,561 Loan servicing rights 10,970 Trust customers 725 ---------- Total amortized intangible assets $ 82,222 ========== Goodwill: Amortized (SFAS 72) $ 2,592 Unamortized 647,139 ---------- Total goodwill $ 649,731 ==========
3. Business Combinations The following acquisitions, which were not considered material business combinations, were completed during the first quarter of 2002. On March 1, 2002 the Corporation acquired all of the common stock of Richfield State Agency, Inc. ("Richfield"), a Minnesota bank holding company. Richfield had consolidated total assets of approximately $0.8 billion at completion of the merger. The Corporation issued 2.5 million common shares and paid cash of approximately $10.0 million in a tax-free exchange for the outstanding common stock of Richfield using the purchase method of accounting. The core deposit intangible and other identifiable intangible assets recorded in this transaction amounted to $19.3 million and $0.8 million, respectively. Initial goodwill subject to the completion of appraisals and valuations of the assets acquired and liabilities assumed, amounted to $94.3 million. Also, on March 1, 2002 the Corporation acquired all of the common stock of Century Bancshares, Inc. ("Century"), a Minnesota bank holding company. Century had consolidated total assets of approximately $0.3 billion at completion of the merger. The Corporation issued 0.6 million common shares and paid cash of approximately $19.9 million in a tax-free exchange for the outstanding common stock of Century using the purchase method of accounting. The core deposit intangible recorded in this transaction amounted to $6.1 million. Initial goodwill subject to the completion of appraisals and valuations of the assets acquired and liabilities assumed, amounted to $33.7 million. The results of operations of the acquired entities have been included in the consolidated results since the dates the transactions were closed. MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued June 30, 2002 & 2001 (Unaudited) The following acquisitions were recently announced: On June 17, 2002, the Corporation announced it had signed a definitive agreement to acquire Mississippi Valley Bancshares, Inc. ("Mississippi Valley"). Mississippi Valley with eight offices located in St. Louis, Missouri; Belleville, Illinois; and Phoenix, Arizona had consolidated total assets of $2.1 billion as of June 30, 2002. The merger consideration consists in the aggregate $26.25 per share in cash and shares of M&I stock. The stock component of the transaction is variable, based on the price of M&I's stock prior to closing. Based on the closing price of M&I's stock as of June 14, the stock component would have been 0.8486 shares of M&I stock. The transaction is expected to be completed by the fourth quarter of 2002, subject to shareholder and regulatory approvals. On July 2, 2002, the Corporation's Metavante subsidiary announced it had signed a definitive agreement to acquire substantially all the assets of Paytrust, Inc., a privately held online bill management company based in Lawrenceville, New Jersey. The transaction closed in July 2002. Through the acquisition, Metavante plans to consolidate its consumer service provider operations onto one technology platform. Integration costs, primarily related to operating duplicate platforms for a limited period on time, are anticipated to be approximately $6 million after-tax, and will be incurred over approximately nine months following the transaction. On July 29, 2002, the Corporation's Metavante subsidiary announced it had signed a definitive agreement to acquire the assets of Spectrum EPB, LLC, an open, interoperable switch for exchanging online bills and payments. Spectrum is a privately held, Atlanta-based company that was founded in 1999 by subsidiaries of J.P. Morgan Chase & Co., Wachovia Corporation and Wells Fargo & Company. The transaction is expected to close in August, 2002, subject to regulatory approval. 4. A reconciliation of the numerators and denominators of the basic and diluted per share computations are as follows (dollars and shares in thousands, except per share data):
Three Months Ended June 30, 2002 ------------------------------------------- Income Average Shares Per Share (Numerator) (Denominator) Amount -------------- -------------- ----------- Net Income $ 120,427 Convertible Preferred Dividends (1,230) -------------- Basic Earnings Per Share Income Available to Common Shareholders $ 119,197 211,417 $ 0.56 ============ Effect of Dilutive Securities Convertible Preferred Stock 1,230 7,688 Stock Options and Restricted Stock Plans -- 2,228 -------------- ------------- Diluted Earnings Per Share Income Available to Common Shareholders Plus Assumed Conversions $ 120,427 221,333 $ 0.54 ============
MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued June 30, 2002 & 2001 (Unaudited)
Three Months Ended June 30, 2001 ------------------------------------------- Income Average Shares Per Share (Numerator) (Denominator) Amount -------------- -------------- ----------- Net Income $ 59,683 Convertible Preferred Dividends (1,115) -------------- Basic Earnings Per Share Income Available to Common Shareholders $ 58,568 205,811 $ 0.28 ============ Effect of Dilutive Securities Convertible Preferred Stock 1,115 7,688 Stock Options and Restricted Stock Plans -- 1,977 -------------- ------------- Diluted Earnings Per Share Income Available to Common Shareholders Plus Assumed Conversions $ 59,683 215,476 $ 0.28 ============
Six Months Ended June 30, 2002 ------------------------------------------- Income Average Shares Per Share (Numerator) (Denominator) Amount -------------- -------------- ----------- Net Income $ 236,056 Convertible Preferred Dividends (2,345) -------------- Basic Earnings Per Share Income Available to Common Shareholders $ 233,711 210,527 $ 1.11 ============ Effect of Dilutive Securities Convertible Preferred Stock 2,345 7,688 Stock Options and Restricted Stock Plans -- 2,221 -------------- ------------- Diluted Earnings Per Share Income Available to Common Shareholders Plus Assumed Conversions $ 236,056 220,436 $ 1.07 ============
Six Months Ended June 30, 2001 ------------------------------------------- Income Average Shares Per Share (Numerator) (Denominator) Amount -------------- -------------- ----------- Net Income $ 145,849 Convertible Preferred Dividends (2,133) -------------- Basic Earnings Per Share Income Available to Common Shareholders $ 143,716 205,745 $ 0.70 ============ Effect of Dilutive Securities Convertible Preferred Stock 2,133 7,688 Stock Options and Restricted Stock Plans -- 2,111 -------------- ------------- Diluted Earnings Per Share Income Available to Common Shareholders Plus Assumed Conversions $ 145,849 215,544 $ 0.68 ============
Options to purchase shares of common stock not included in the computation of diluted net income per share because the options' exercise price was greater than the average market price of the common shares is as follows:
Three Months Ended June 30, Six Months Ended June 30, ----------------------------------------- ---------------------------------------- 2002 2001 2002 2001 -------------------- ------------------- ------------------- ------------------- Shares 3,793,400 7,231,862 3,833,400 7,093,862 Price Range $31.0980 - $33.9375 $25.4650 - $35.0313 $31.0450 - $33.9375 $25.9000 - $35.0313
MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued June 30, 2002 & 2001 (Unaudited) 5. Selected investment securities, by type, held by the Corporation are as follows ($000's):
June 30, December 31, June 30, 2002 2001 2001 ------------- ------------- ------------- Investment securities available for sale: U.S. treasury and government agencies $ 2,704,736 $ 2,346,566 $ 2,941,326 State and political subdivisions 234,709 176,167 151,999 Mortgage backed securities 157,188 175,471 278,779 Other 640,051 685,428 814,870 ------------- ------------- ------------- Total $ 3,736,684 $ 3,383,632 $ 4,186,974 ============= ============= ============= Investment securities held to maturity: State and political subdivisions $ 983,048 $ 1,028,555 $ 1,070,665 Other 3,636 3,538 4,577 ------------- ------------- ------------- Total $ 986,684 $ 1,032,093 $ 1,075,242 ============= ============= =============
6. The Corporation's loan and lease portfolio consists of the following ($000's):
June 30, December 31, June 30, 2002 2001 2001 ------------- ------------- ------------- Commercial, financial & agricultural $ 6,138,083 $ 5,716,061 $ 5,293,256 Real estate: Construction 937,648 730,864 675,881 Residential mortgage 5,939,553 5,563,975 4,978,639 Commercial mortgage 5,544,479 5,099,093 4,692,009 -------------- -------------- -------------- Total real estate 12,421,680 11,393,932 10,346,529 Personal 1,490,252 1,210,808 1,129,611 Lease financing 860,936 962,356 1,018,677 Cash flow hedging instruments at fair value 7,756 12,215 15,038 -------------- -------------- -------------- Total $ 20,918,707 $ 19,295,372 $ 17,803,111 ============== ============== ==============
7. Sale of Receivables During the second quarter of 2002, $106.3 million of automobile loans were sold in securitization transactions. Gains and trading income of $5.4 million were recognized. Other income associated with auto securitizations in the current quarter amounted to $0.7 million. Key economic assumptions used in measuring the retained interests at the date of securitization resulting from securitizations completed during the second quarter were as follows (rate per annum):
Prepayment speed 25.0 % Weighted average life (in months) 20.9 Expected credit losses 0.12 % Residual cash flow discount rate 12.0 % Variable returns to transferees Forward one month LIBOR yield curve
MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued June 30, 2002 & 2001 (Unaudited) At June 30, 2002, securitized automobile loans and other automobile loans managed together with them along with delinquency and credit loss information consisted of the following:
Total Securitized Portfolio Managed ------------- ------------- ------------- Loan balances $ 520,645 $ 211,144 $ 731,789 Principal amounts of loans 60 days or more past due 475 964 1,439 Net credit losses year to date 604 400 1,004
8. The Corporation's deposit liabilities consists of the following ($000's):
June 30, December 31, June 30, 2002 2001 2001 ------------- ------------- ------------- Noninterest bearing demand $ 3,649,761 $ 3,558,571 $ 2,943,114 Savings and NOW 7,976,263 7,867,106 7,129,347 CD's $100,000 and over 2,279,449 1,321,746 2,362,332 Other time deposits 2,843,677 2,962,724 3,143,204 Foreign deposits 1,398,890 782,900 671,656 ------------- ------------- ------------- $ 18,148,040 $ 16,493,047 $ 16,249,653 ============= ============= =============
9. Comprehensive Income The following tables present the Corporation's comprehensive income ($000's):
Three Months Ended June 30, 2002 ----------------------------------------------- Before-Tax Tax (Expense) Net-of-Tax Amount Benefit Amount --------------- --------------- --------------- Net income $ 120,427 Other comprehensive income: Unrealized gains (losses) on securities: Arising during the period $ 26,755 $ (9,526) 17,229 Reclassification for securities transactions included in net income -- -- -- --------------- --------------- --------------- Unrealized gains (losses) 26,755 (9,526) 17,229 Net gains (losses) on derivatives hedging variability of cash flows: Arising during the period (54,493) 19,072 (35,421) Reclassification adjustments for hedging activities included in net income 13,338 (4,667) 8,671 --------------- --------------- --------------- Net gains (losses) $ (41,155)$ 14,405 (26,750) --------------- --------------- --------------- Other comprehensive income (9,521) --------------- Total comprehensive income $ 110,906 ===============
MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued June 30, 2002 & 2001 (Unaudited)
Three Months Ended June 30, 2001 ----------------------------------------------- Before-Tax Tax (Expense) Net-of-Tax Amount Benefit Amount --------------- --------------- --------------- Net income $ 59,683 Other comprehensive income: Unrealized gains (losses) on securities: Arising during the period $ 3,206 $ (353) 2,853 Reclassification for securities transactions included in net income (3,072) 1,075 (1,997) --------------- --------------- --------------- Unrealized gains (losses) 134 722 856 Net gains (losses) on derivatives hedging variability of cash flows: Arising during the period 5,082 (1,780) 3,302 Reclassification adjustments for hedging activities included in net income 1,871 (654) 1,217 --------------- --------------- --------------- Net gains (losses) $ 6,953 $ (2,434) 4,519 --------------- --------------- --------------- Other comprehensive income 5,375 --------------- Total comprehensive income $ 65,058 ===============
Six Months Ended June 30, 2002 ----------------------------------------------- Before-Tax Tax (Expense) Net-of-Tax Amount Benefit Amount --------------- --------------- --------------- Net income $ 236,056 Other comprehensive income: Unrealized gains (losses) on securities: Arising during the period $ 12,384 $ (4,680) 7,704 Reclassification for securities transactions included in net income -- -- -- --------------- --------------- --------------- Unrealized gains (losses) 12,384 (4,680) 7,704 Net gains (losses) on derivatives hedging variability of cash flows: Arising during the period (47,927) 16,774 (31,153) Reclassification adjustments for hedging activities included in net income 23,262 (8,141) 15,121 --------------- --------------- --------------- Net gains (losses) $ (24,665)$ 8,633 (16,032) --------------- --------------- --------------- Other comprehensive income (8,328) --------------- Total comprehensive income $ 227,728 ===============
MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued June 30, 2002 & 2001 (Unaudited)
Six Months Ended June 30, 2001 ----------------------------------------------- Before-Tax Tax (Expense) Net-of-Tax Amount Benefit Amount --------------- --------------- --------------- Net income $ 145,849 Other comprehensive income: Unrealized gains (losses) on securities: Arising during the period $ 57,576 $ (20,359) 37,217 Reclassification for securities transactions included in net income (3,072) 1,075 (1,997) --------------- --------------- --------------- Unrealized gains (losses) 54,504 (19,284) 35,220 Net gains (losses) on derivatives hedging variability of cash flows: Adoption of SFAS 133 (15,665) 5,483 (10,182) Arising during the period (213) 74 (139) Reclassification adjustments for hedging activities included in net income 2,918 (1,021) 1,897 --------------- --------------- --------------- Net gains (losses) $ (12,960)$ 4,536 (8,424) --------------- --------------- --------------- Other comprehensive income 26,796 --------------- Total comprehensive income $ 172,645 ===============
10. Derivative Financial Instruments and Hedging Activities Trading Instruments ------------------- The Corporation enters into interest rate swaps as part of its trading activities which enable its customers to manage their exposures to interest rate risk. The Corporation's market risk from unfavorable movements in interest rates for customer activity is generally minimized by concurrently entering into offsetting positions with nearly identical notional values, terms and indices. At June 30, 2002, interest rate swaps designated as trading consisted of $1,130.6 million in notional amount of receive fixed/pay floating with an aggregate positive fair value of $8.8 million and $801.9 million in notional amount of pay fixed/receive floating with an aggregate negative fair value of $3.0 million. Interest rate swaps designated as trading are recorded at fair value. Gains and losses arising from changes in fair value are recorded in other income. MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued June 30, 2002 & 2001 (Unaudited) Fair Value Hedges ----------------- The following table presents information with respect to the Corporation's fair value hedges.
Fair Value Hedges June 30, 2002 Weighted Notional Fair Average Hedged Hedging Amount Value Remaining Item Instrument ($ in mil) ($ in mil) Term (Yrs) ------------------------- ------------------ ------------- ------------- ------------ Callable CDs Receive Fixed Swap $ 126.5 $ 0.5 6.8 Medium Term Notes Receive Fixed Swap 196.4 6.7 4.4 Long-term Borrowings Receive Fixed Swap 200.0 22.7 24.4
For the three and six months ended June 30, 2002, the impact from fair value hedges to net interest income was a positive $4.5 million and a positive $9.8 million, respectively. Cash Flow Hedges ---------------- The following table presents information with respect to the Corporation's cash flow hedges.
Cash Flow Hedges June 30, 2002 Weighted Notional Fair Average Hedged Hedging Amount Value Remaining Item Instrument ($ in mil) ($ in mil) Term (Yrs) ------------------------- ------------------ ------------- ------------- ------------ Variable Rate Loans Receive Fixed Swap $ 300.0 $ 7.8 0.8 Institutional CDs Pay Fixed Swap 320.0 (4.8) 2.9 Commercial Paper Pay Fixed Swap 200.0 (23.9) 4.4 Fed Funds Purchased Pay Fixed Swap 860.0 (21.7) 2.8 FHLB Advances Pay Fixed Swap 610.0 (17.2) 4.6
For the three and six months ended June 30, 2002, the impact from cash flow hedges to net interest income was a negative $13.3 million and a negative $23.3 million, respectively. MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued June 30, 2002 & 2001 (Unaudited) 11. Segments Generally, the Corporation organizes its segments based on legal entities. Each entity offers a variety of products and services to meet the needs of its customers and the particular market served. Each entity has its own president and is separately managed subject to adherence to Corporate policies. Discrete financial information is reviewed by senior management to assess performance on a monthly basis. Certain segments are combined and consolidated for purposes of assessing financial performance. The Corporation evaluates the profit or loss performance of its segments based on operating income. Operating income is after-tax income excluding nonrecurring charges and charges for services from the holding company. The accounting policies of the Corporation's segments are the same as those described in Note 1 to the Corporation's Annual Report on Form 10-K, Item 8. Intersegment revenues may be based on cost, current market prices or negotiated prices between the providers and receivers of services. Based on the way the Corporation organizes its segments and the requirements of Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information", the Corporation has determined that it has two reportable segments. Information with respect to M&I's segments is as follows: Banking ------- Banking consists of two banks headquartered in Wisconsin, with branches in Wisconsin, Arizona, Nevada, Florida and Minnesota, one federally chartered thrift headquartered in Nevada, an asset-based lending subsidiary and an operational support subsidiary which includes item processing. Banking consists of accepting deposits, making loans and providing other services such as cash management, foreign exchange and correspondent banking to a variety of commercial and retail customers. Products and services are provided through a variety of delivery channels including traditional branches, supermarket branches, telephone centers, ATMs and the Internet. MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued June 30, 2002 & 2001 (Unaudited) Data Services ------------- Data Services consists of Metavante and its nonbank subsidiaries. Metavante provides data processing services, develops and sells software and provides consulting services to M&I affiliates as well as banks, thrifts, credit unions, trust companies and other financial services companies throughout the world although its activities are primarily domestic. In addition, Metavante derives revenue from the Corporation's credit card merchant operations. The majority of Metavante revenue is derived from internal and external processing. Intrasegment revenues, expenses and assets have been eliminated. All Others ---------- M&I's primary other operating segments includes Trust Services, Mortgage Banking (residential and commercial), Capital Markets Group, Brokerage and Insurance Services and Commercial Leasing. Trust Services provides investment management and advisory services as well as personal, commercial and corporate trust services in Wisconsin, Florida, Arizona, North Carolina, Minnesota, Nevada and Illinois. Capital Markets Group provide venture capital and advisory services. Intrasegment revenues, expenses and assets for the entities that comprise Trust Services and Capital Markets Group have been eliminated in the following information. ($ in millions): Total Revenues by type in All Others consist of the following:
Three Months Ended Six Months Ended June 30, June 30, ---------------------- ---------------------- 2002 2001 2002 2001 ---------- ---------- ---------- ---------- Trust Services $ 31.1 $ 31.0 $ 62.0 $ 61.3 Residential Mortgage Banking 8.5 11.4 17.7 19.1 Capital Markets 0.2 3.8 (0.3) 10.9 Brokerage and Insurance 6.6 5.0 13.1 10.5 Commercial Leasing 3.7 3.5 7.6 6.4 Commercial Mortgage Banking 1.3 0.7 2.2 1.3 Others 0.9 1.2 2.0 3.4 ---------- ---------- ---------- ---------- Total revenue $ 52.3 $ 56.6 $ 104.3 $ 112.9 ========== ========== ========== ==========
MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued June 30, 2002 & 2001 (Unaudited) The following represents the Corporation's operating segments as of and for the three and six months ended June 30, 2002 and 2001. Intersegment expenses and assets have been eliminated. ($ in millions):
Three Months Ended June 30, 2002 ---------------------------------------------------------------------------------------------- Consol- Non- idated Reclass- Consol- recurring Income ifications idated & Before Corporate & Elim- Operating Goodwill Accounting Banking Metavante Others Overhead nations Income Charges Change ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Revenue: Net interest income $ 249.6 $ (1.0) $ 6.7 $ (5.3) $ -- $ 250.0 $ -- $ 250.0 Fees - Unaffiliated customers 76.5 146.3 40.1 1.3 (0.1) 264.1 -- 264.1 Fees - Affiliated customers 11.8 16.5 5.5 -- (33.8) -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total revenues 337.9 161.8 52.3 (4.0) (33.9) 514.1 -- 514.1 Expenses: Expenses - Unaffiliated customers 134.2 137.7 25.0 23.2 (2.1) 318.0 -- 318.0 Expenses - Affiliated customers 18.8 5.9 8.7 (1.6) (31.8) -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total expenses 153.0 143.6 33.7 21.6 (33.9) 318.0 -- 318.0 Provision for loan and lease losses 16.7 -- 0.3 -- -- 17.0 -- 17.0 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Operating income before taxes 168.2 18.2 18.3 (25.6) -- 179.1 -- 179.1 Income tax expense 53.8 7.5 7.1 (9.7) -- 58.7 -- 58.7 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Operating income $ 114.4 $ 10.7 $ 11.2 $ (15.9) $ -- $ 120.4 $ -- $ 120.4 ========== ========== ========== ========== ========== ========== ========== ========== Identifiable assets $ 28,089.2 $ 700.8 $ 588.1 $ 389.1 $ (641.5) $ 29,125.7 $ -- $ 29,125.7 ========== ========== ========== ========== ========== ========== ========== ========== Return on average tangible equity 23.4% 24.2% 20.4% 24.0% 24.0% ========== ========== ========== ========== ========== Return on average equity 18.0% 14.4% 20.1% 17.7% 17.7% ========== ========== ========== ========== ==========
Three Months Ended June 30, 2001 ---------------------------------------------------------------------------------------------- Consol- Non- idated Reclass- Consol- recurring Income ifications idated & Before Corporate & Elim- Operating Goodwill Accounting Banking Metavante Others Overhead nations Income Charges Change ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Revenue: Net interest income $ 200.8 $ (0.9) $ 7.0 $ (5.7) $ -- $ 201.2 $ -- $ 201.2 Fees - Unaffiliated customers 71.7 137.3 43.5 1.4 (0.4) 253.5 (16.0) 237.5 Fees - Affiliated customers 6.7 15.7 6.1 -- (28.5) -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total revenues 279.2 152.1 56.6 (4.3) (28.9) 454.7 (16.0) 438.7 Expenses: Expenses - Unaffiliated customers 111.8 126.1 27.2 25.3 1.8 292.2 50.0 342.2 Expenses - Affiliated customers 20.2 5.0 7.1 (1.6) (30.7) -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total expenses 132.0 131.1 34.3 23.7 (28.9) 292.2 50.0 342.2 Provision for loan and lease losses 10.5 -- 0.2 -- -- 10.7 -- 10.7 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Operating income before taxes 136.7 21.0 22.1 (28.0) -- 151.8 (66.0) 85.8 Income tax expense 43.2 8.6 8.8 (10.6) -- 50.0 (23.9) 26.1 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Operating income $ 93.5 $ 12.4 $ 13.3 $ (17.4) $ -- $ 101.8 $ (42.1) $ 59.7 ========== ========== ========== ========== ========== ========== ========== ========== Identifiable assets $ 24,923.8 $ 687.8 $ 750.6 $ 241.5 $ (708.0) $ 25,895.7 $ -- $ 25,895.7 ========== ========== ========== ========== ========== ========== ========== ========== Return on average tangible equity 19.4% 20.6% 21.4% 20.2% 11.9% ========== ========== ========== ========== ========== Return on average equity 17.1% 17.2% 21.3% 17.4% 10.2% ========== ========== ========== ========== ==========
MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued June 30, 2002 & 2001 (Unaudited)
Six Months Ended June 30, 2002 ---------------------------------------------------------------------------------------------- Consol- Non- idated Reclass- Consol- recurring Income ifications idated & Before Corporate & Elim- Operating Goodwill Accounting Banking Metavante Others Overhead nations Income Charges Change ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Revenue: Net interest income $ 489.4 $ (2.0) $ 13.4 $ (10.5) $ -- $ 490.3 $ -- $ 490.3 Fees - Unaffiliated customers 149.8 291.4 79.8 2.6 (0.4) 523.2 -- 523.2 Fees - Affiliated customers 22.0 32.4 11.1 -- (65.5) -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total revenues 661.2 321.8 104.3 (7.9) (65.9) 1,013.5 -- 1,013.5 Expenses: Expenses - Unaffiliated customers 258.9 275.4 52.2 47.7 (2.6) 631.6 -- 631.6 Expenses - Affiliated customers 36.4 11.3 17.3 (1.7) (63.3) -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total expenses 295.3 286.7 69.5 46.0 (65.9) 631.6 -- 631.6 Provision for loan and lease losses 31.6 -- 0.6 -- -- 32.2 -- 32.2 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Operating income before taxes 334.3 35.1 34.2 (53.9) -- 349.7 -- 349.7 Income tax expense 105.8 14.5 13.6 (20.3) -- 113.6 -- 113.6 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Operating income $ 228.5 $ 20.6 $ 20.6 $ (33.6) $ -- $ 236.1 $ -- $ 236.1 ========== ========== ========== ========== ========== ========== ========== ========== Identifiable assets $ 28,089.2 $ 700.8 $ 588.1 $ 389.1 $ (641.5) $ 29,125.7 $ -- $ 29,125.7 ========== ========== ========== ========== ========== ========== ========== ========== Return on average tangible equity 23.9% 24.6% 18.9% 23.8% 23.8% ========== ========== ========== ========== ========== Return on average equity 18.7 % 14.3% 18.6% 17.9% 17.9% ========== ========== ========== ========== ==========
Six Months Ended June 30, 2001 ---------------------------------------------------------------------------------------------- Consol- Non- idated Reclass- Consol- recurring Income ifications idated & Before Corporate & Elim- Operating Goodwill Accounting Banking Metavante Others Overhead nations Income Charges Change ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Revenue: Net interest income $ 388.3 $ (1.5) $ 12.5 $ (12.3) $ -- $ 387.0 $ -- $ 387.0 Fees - Unaffiliated customers 139.9 268.8 90.7 1.1 (0.4) 500.1 (16.0) 484.1 Fees - Affiliated customers 14.7 31.7 9.7 0.1 (56.2) -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total revenues 542.9 299.0 112.9 (11.1) (56.6) 887.1 (16.0) 871.1 Expenses: Expenses - Unaffiliated customers 222.7 254.2 56.1 39.4 0.2 572.6 60.0 632.6 Expenses - Affiliated customers 35.9 8.2 14.5 (1.8) (56.8) -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total expenses 258.6 262.4 70.6 37.6 (56.6) 572.6 60.0 632.6 Provision for loan and lease losses 21.4 -- 0.4 -- -- 21.8 -- 21.8 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Operating income before taxes 262.9 36.6 41.9 (48.7) -- 292.7 (76.0) 216.7 Income tax expense 83.2 15.1 16.7 (18.8) -- 96.2 (25.8) 70.4 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Operating income $ 179.7 $ 21.5 $ 25.2 $ (29.9) $ -- $ 196.5 $ (50.2) $ 146.3 ========== ========== ========== ========== ========== ========== ========== ========== Identifiable assets $ 24,923.8 $ 687.8 $ 750.6 $ 241.5 $ (708.0) $ 25,895.7 $ -- $ 25,895.7 ========== ========== ========== ========== ========== ========== ========== ========== Return on average tangible equity 19.1% 18.0% 21.0% 19.9% 14.9% ========== ========== ========== ========== ========== Return on average equity 16.8% 15.0% 20.8% 17.1% 12.8% ========== ========== ========== ========== ==========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS
MARSHALL & ILSLEY CORPORATION CONSOLIDATED AVERAGE BALANCE SHEETS (Unaudited) ($000's) Three Months Ended June 30, ------------------------------ 2002 2001 ------------- ------------- Assets - ------ Cash and due from banks $ 698,182 $ 602,661 Investment securities: Trading securities 12,932 30,272 Short-term investments 907,098 402,889 Other investment securities: Taxable 3,160,500 4,095,798 Tax-exempt 1,236,252 1,267,049 ------------- ------------- Total investment securities 5,316,782 5,796,008 Total loans and leases 20,392,703 17,868,564 Less: Allowance for loan and lease losses 291,919 245,020 ------------- ------------- Net loans and leases 20,100,784 17,623,544 Premises and equipment, net 415,940 385,000 Accrued interest and other assets 1,952,720 1,580,144 ------------- ------------- Total Assets $ 28,484,408 $ 25,987,357 ============= ============= Liabilities and Shareholders' Equity - ------------------------------------ Deposits: Noninterest bearing $ 3,360,327 $ 2,727,725 Interest bearing 15,235,115 14,471,737 ------------- ------------- Total deposits 18,595,442 17,199,462 Funds purchased and security repurchase agreements 2,285,523 2,343,424 Other short-term borrowings 1,577,361 1,591,153 Long-term borrowings 2,414,191 1,697,154 Accrued expenses and other liabilities 883,472 814,578 ------------- ------------- Total liabilities 25,755,989 23,645,771 Shareholders' equity 2,728,419 2,341,586 ------------- ------------- Total Liabilities and Shareholders' Equity $ 28,484,408 $ 25,987,357 ============= =============
MARSHALL & ILSLEY CORPORATION CONSOLIDATED AVERAGE BALANCE SHEETS (Unaudited) ($000's) Six Months Ended June 30, ------------------------------ 2002 2001 ------------- ------------- Assets - ------ Cash and due from banks $ 674,003 $ 607,625 Investment securities: Trading securities 11,278 30,097 Short-term investments 996,036 360,716 Other investment securities: Taxable 3,047,285 4,291,126 Tax-exempt 1,232,808 1,280,329 ------------- ------------- Total investment securities 5,287,407 5,962,268 Total loans and leases 19,924,364 17,743,695 Less: Allowance for loan and lease losses 285,961 241,425 ------------- ------------- Net loans and leases 19,638,403 17,502,270 Premises and equipment, net 407,841 385,706 Accrued interest and other assets 1,909,170 1,552,615 ------------- ------------- Total Assets $ 27,916,824 $ 26,010,484 ============= ============= Liabilities and Shareholders' Equity - ------------------------------------ Deposits: Noninterest bearing $ 3,272,763 $ 2,692,949 Interest bearing 14,545,517 14,744,553 ------------- ------------- Total deposits 17,818,280 17,437,502 Funds purchased and security repurchase agreements 2,323,701 2,131,319 Other short-term borrowings 1,843,189 1,675,081 Long-term borrowings 2,420,926 1,654,637 Accrued expenses and other liabilities 846,692 799,996 ------------- ------------- Total liabilities 25,252,788 23,698,535 Shareholders' equity 2,664,036 2,311,949 ------------- ------------- Total Liabilities and Shareholders' Equity $ 27,916,824 $ 26,010,484 ============= =============
THREE MONTHS ENDED JUNE 30, 2002 and 2001 Net income for the second quarter of 2002 amounted to $120.4 million compared to $59.7 million for the same period in the prior year. Basic and diluted earnings per share were $0.56 and $0.54 respectively for the three months ended June 30, 2002, compared with $.28 for both basic and diluted earnings per share for the three months ended June 30, 2001. The return on average assets and average equity was 1.70% and 17.70% for the quarter ended June 30, 2002 and 0.92% and 10.22% for the quarter ended June 30, 2001. The results of operations and financial position as of and for the three months ended June 30, 2002, include the effects of Metavante's four acquisitions in the second, third and fourth quarters of 2001, the Corporation's acquisitions of National City Bancorporation ("National City") and certain Arizona branches in the third quarter of 2001 and the acquisitions of Richfield State Agency, Inc. ("Richfield") and Century Bancshares, Inc. ("Century") which both closed on March 1, 2002. All acquisitions were accounted for using the purchase method of accounting and accordingly the results of operations and financial position are included from the dates the transactions were closed. Net income for the prior year quarter includes certain losses and expenses associated with organizational changes and acquisitions at the Corporation's Metavante subsidiary, auto lease residual value write-downs, the final charges for the charter consolidation initiative and certain goodwill amortization which ceased on January 1, 2002 as a result of adopting Statement of Financial Accounting Standards No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS. The impact of these items is shown in the following table ($000's):
Three Months ended June 30, Pre-tax -------------------------------- Effect 2002 2001 --------------- --------------- --------------- Income as Reported $ 120,427 $ 59,683 Nonrecurring Losses and Expenses: Metavante Subsidiary -- Reduction in force and realignment $ 11,028 Investment losses 16,057 Acquisition related 3,843 --------------- Total Metavante Subsidiary 30,928 -- 18,587 Auto Lease Residual Value Write-downs 25,000 -- 15,843 Charter Consolidation 5,972 -- 3,940 Goodwill Amortization 4,086 -- 3,713 --------------- --------------- --------------- Total Adjustments $ 65,986 -- 42,083 =============== --------------- --------------- Operating Income $ 120,427 $ 101,766 =============== ===============
The following tables present a summary of each of the major elements of the consolidated operating income statement, certain financial statistics and a summary of the major operating income statement elements stated as a percent of average consolidated assets converted to a fully taxable equivalent basis (FTE) where appropriate for the current quarter and previous four quarters. Operating income for the third and fourth quarters of 2001 excludes certain expenses incurred in connection with acquisitions at the Corporation's Metavante subsidiary. Such expenses amounted to $37.6 million ($22.8 million after-tax) in the third quarter of 2001 and $3.5 million ($2.0 million after- tax) in the fourth quarter of 2001. Operating income for the second quarter of 2001 excludes those items previously discussed. In addition, operating income for the third and fourth quarters of 2001 exclude certain goodwill amortization which ceased on January 1, 2002 as a result of adopting the new accounting standard on goodwill and other intangible assets. Return on tangible equity is based on operating income before amortization of intangibles. Amortization includes amortization of goodwill and core deposit premiums and is net of the income tax expense or benefit, if any, related to each component. This calculation was specifically formulated by the Corporation and may not be comparable to similarly titled measures reported by other companies. Summary Consolidated Operating Income Statements and Financial Statistics ------------------------------------------------------------------------- ($000's except per share data) ------------------------------
2002 2001 ----------------------- ------------------------------------- Second First Fourth Third Second Quarter Quarter Quarter Quarter Quarter ---------- ----------- ----------- ----------- ----------- Interest income $ 390,143 $ 380,407 $ 401,974 $ 423,248 $ 431,447 Interest expense (140,145) (140,130) (164,686) (204,746) (230,213) ---------- ----------- ----------- ----------- ----------- Net interest income 249,998 240,277 237,288 218,502 201,234 Provision for loan and lease losses (16,980) (15,196) (20,109) (12,206) (10,737) Net investment securities gains (losses) (121) (745) (572) 774 2,991 Other income 264,275 259,747 262,492 254,497 250,554 Other expense (318,013) (313,607) (308,611) (297,057) (292,239) ---------- ----------- ----------- ----------- ----------- Income before taxes 179,159 170,476 170,488 164,510 151,803 Income tax provision (58,732) (54,847) (56,274) (54,223) (50,037) ---------- ----------- ----------- ----------- ----------- Operating income $ 120,427 $ 115,629 $ 114,214 $ 110,287 $ 101,766 ========== =========== =========== =========== =========== Per Common Share Operating income Basic $ 0.56 $ 0.55 $ 0.54 $ 0.52 $ 0.49 Diluted 0.54 0.53 0.52 0.50 0.47 Dividends 0.160 0.145 0.145 0.145 0.145 Return on Average Equity Operating income 17.70 % 18.04 % 17.84 % 17.16 % 17.43 % Return on Average Tangible Equity 23.99 23.64 22.83 20.93 20.15
Summary Consolidated Operating Income Statement Components ---------------------------------------------------------- as a Percent of Average Total Assets ------------------------------------
2002 2001 ----------------------- ------------------------------------- Second First Fourth Third Second Quarter Quarter Quarter Quarter Quarter ---------- ----------- ----------- ----------- ----------- Interest income (FTE) 5.60 % 5.76 % 6.02 % 6.48 % 6.78 % Interest expense (1.97) (2.08) (2.42) (3.08) (3.55) ---------- ----------- ----------- ----------- ----------- Net interest income 3.63 3.68 3.60 3.40 3.23 Provision for loan and lease losses (0.24) (0.23) (0.30) (0.18) (0.17) Net investment securities gains (losses) -- (0.01) (0.01) 0.01 0.05 Other income 3.72 3.85 3.85 3.82 3.87 Other expense (4.47) (4.64) (4.52) (4.46) (4.51) ---------- ----------- ----------- ----------- ----------- Income before taxes 2.64 2.65 2.62 2.59 2.47 Income tax provision (0.94) (0.93) (0.94) (0.93) (0.90) ---------- ----------- ----------- ----------- ----------- Return on average assets based on operating income 1.70 % 1.72 % 1.68 % 1.66 % 1.57 % ========== =========== =========== =========== =========== Return on tangible average assets based on tangible operating income 1.77 % 1.78 % 1.73 % 1.71 % 1.61 % ========== =========== =========== =========== ===========
NET INTEREST INCOME ------------------- Net interest income for the second quarter of 2002 amounted to $250.0 million compared to $201.2 million reported for the second quarter of 2001. Loan growth and increased spreads on loan products, the impact of the banking purchase acquisitions and the downward re-pricing of retail deposit funding sources all contributed to the $48.8 million increase in net interest income. Factors negatively affecting net interest income included the ongoing process of lengthening liabilities in order to reduce future volatility in net interest income due to interest rate movements, the cost of treasury share repurchases and the cash expenditures for acquisitions. Average earning assets in the second quarter of 2002 increased $2.0 billion or 8.6% compared to the same period a year ago. Average loans accounted for $2.5 billion of the growth in earning assets compared to the second quarter of last year, while average investment securities and other short-term investments declined $0.5 billion. The Corporation estimates that approximately $2.3 billion of average earning asset growth was attributable to the banking related purchase acquisitions. Average interest bearing liabilities increased $1.4 billion or 7.0% in the second quarter of 2002 compared to the same period in 2001. Since the second quarter of 2001, total average interest bearing deposits decreased $0.8 billion. Average total short-term borrowings were relatively unchanged while average long-term borrowings increased $0.7 billion. The Corporation estimates that approximately $1.8 billion of the growth in average interest bearing liabilities in the three months ended June 30, 2002, was attributable to the banking related purchase acquisitions. Average noninterest bearing deposits increased $0.6 billion or 23.2% compared to the same period last year. Approximately $0.4 billion of average noninterest bearing deposits in the three months ended June 30, 2002 are attributable to the banking related purchase acquisitions. The growth and composition of the Corporation's quarterly average loan portfolio for the current quarter and previous four quarters are reflected in the following table. ($ in millions): Consolidated Average Loans and Leases -------------------------------------
2002 2001 Growth Pct. --------------------- ------------------------------- ------------------ Second First Fourth Third Second Prior Quarter Quarter Quarter Quarter Quarter Annual Quarter --------- ---------- --------- --------- --------- --------- ------- Commercial Commercial $ 6,087 $ 5,848 $ 5,680 $ 5,640 $ 5,328 14.2 % 4.1 % Commercial real estate Commercial mortgages 5,491 5,228 5,071 4,831 4,625 18.7 5.0 Construction 697 625 534 520 538 29.6 11.6 --------- ---------- --------- --------- --------- --------- ------- Total commercial real estate 6,188 5,853 5,605 5,351 5,163 19.9 5.7 Commercial lease financing 391 410 399 394 382 2.3 (4.6) --------- ---------- --------- --------- --------- --------- ------- Total Commercial 12,666 12,111 11,684 11,385 10,873 16.5 4.6 Personal Residential real estate Residential mortgages 2,371 2,346 2,444 2,303 2,384 (0.5) 1.1 Construction 137 131 142 120 122 12.6 4.8 --------- ---------- --------- --------- --------- --------- ------- Total residential real estate 2,508 2,477 2,586 2,423 2,506 0.1 1.3 Personal loans Student 116 117 105 94 133 (12.3) (0.6) Credit card 163 164 161 174 184 (11.4) (0.4) Home equity loans and lines 3,518 3,176 2,944 2,723 2,641 33.2 10.8 Other 934 876 912 927 864 8.1 6.6 --------- ---------- --------- --------- --------- --------- ------- Total personal loans 4,731 4,333 4,122 3,918 3,822 23.8 9.2 Personal lease financing 488 530 572 612 668 (27.0) (8.0) --------- ---------- --------- --------- --------- --------- ------- Total personal 7,727 7,340 7,280 6,953 6,996 10.5 5.3 --------- ---------- --------- --------- --------- --------- ------- Total Consolidated Average Loans and Leases $ 20,393 $ 19,451 $ 18,964 $ 18,338 $ 17,869 14.1 % 4.8 % ========= ========== ========= ========= ========= ========= =======
Compared with the second quarter of 2001, total consolidated average loans and leases increased $2.5 billion or 14.1%. Approximately $1.9 billion of average total consolidated loan and lease growth in the second quarter of 2002 is attributable to acquisitions of which, approximately $0.7 billion is the estimated impact on average loans resulting from the Richfield and Century acquisitions which closed March 1, 2002. Excluding the impact of acquisitions, average commercial loans declined $0.2 billion while average commercial real estate loans grew approximately $0.7 billion. Portfolio decreases in indirect auto loans and leases and student loans, tighter spread products, were offset by growth in consumer and home equity portfolios, both wider spread products. Approximately $0.1 billion of indirect auto loan production was securitized and sold in the current quarter. Excluding the impact of acquisitions, average consumer loans grew approximately $0.4 billion. The decline in average residential real estate loans, excluding acquisitions, reflects the continued strategy of selling residential real estate loan production in the secondary market although recently, selected loans with wider spreads and adjustable rate characteristics have been retained in the portfolio and serve as a potential source of liquidity in the future. From a production standpoint, loan applications increased approximately 20% and loan closings increased approximately 8% compared to the first quarter of this year. Residential real estate loans sold to investors amounted to $0.4 billion in the second quarter of 2002 compared to $0.7 billion in the second quarter of the prior year. Commercial loan growth came from new business relationship activities. The Corporation's commercial lending activities have historically fared well as the economy strengthens and it anticipates loan demand will slowly strengthen reflecting the condition of its markets in future quarters. Home equity loans and lines, which includes M&I's wholesale activity, continue to be the primary core consumer loan product and demand for these loans continues to be strong across the entire organization. The Corporation anticipates these products will continue to drive growth to the consumer side of its banking activities. The growth and composition of the Corporation's quarterly average deposits for the current and prior year's quarters are as follows ($ in millions): Consolidated Average Deposits -----------------------------
2002 2001 Growth Pct. --------------------- ------------------------------- ------------------ Second First Fourth Third Second Prior Quarter Quarter Quarter Quarter Quarter Annual Quarter --------- ---------- --------- --------- --------- --------- ------- Bank issued deposits Noninterest bearing deposits Commercial $ 2,275 $ 2,160 $ 2,225 $ 1,968 $ 1,779 27.9 % 5.3 % Personal 729 678 634 608 601 21.2 7.5 Other 357 346 388 365 347 2.6 3.0 --------- ---------- --------- --------- --------- --------- ------- Total noninterest bearing deposits 3,361 3,184 3,247 2,941 2,727 23.2 5.5 Interest bearing deposits Savings & NOW 2,252 1,994 1,877 1,784 1,719 31.0 13.0 Money market 5,727 5,844 5,825 5,563 5,368 6.7 (2.0) Foreign activity 686 694 704 640 532 29.0 (1.1) --------- ---------- --------- --------- --------- --------- ------- Total interest bearing deposits 8,665 8,532 8,406 7,987 7,619 13.7 1.6 Time deposits Other CDs & time deposits 2,868 2,881 3,097 3,167 3,203 (10.4) (0.4) CDs greater than $100,000 657 651 721 751 749 (12.4) 0.8 --------- ---------- --------- --------- --------- --------- ------- Total time deposits 3,525 3,532 3,818 3,918 3,952 (10.8) (0.2) --------- ---------- --------- --------- --------- --------- ------- Total bank issued deposits 15,551 15,248 15,471 14,846 14,298 8.8 2.0 Wholesale deposits Money market 75 83 78 -- 222 (66.3) (9.5) Brokered CDs 1,621 1,043 872 1,517 1,740 (6.8) 55.5 Foreign time 1,348 658 487 624 939 43.5 104.8 --------- ---------- --------- --------- --------- --------- ------- Total wholesale deposits 3,044 1,784 1,437 2,141 2,901 5.0 70.7 --------- ---------- --------- --------- --------- --------- ------- Total consolidated average deposits $ 18,595 $ 17,032 $ 16,908 $ 16,987 $ 17,199 8.1 % 9.2 % ========= ========== ========= ========= ========= ========= =======
Average bank issued deposits increased $1.3 billion or 8.1% in the second quarter of 2002 compared to the second quarter of 2001. Average bank issued deposits associated with the acquisitions were approximately $1.7 billion of which approximately $0.8 billion is the estimated impact on average bank issued deposits resulting from the Richfield and Century acquisitions. Excluding the effect of the acquisitions, noninterest bearing deposits increased $0.2 billion while interest bearing activity accounts increased $0.4 billion. The growth in transaction deposits reflects the successful sales focus on certain activity accounts particularly in the Arizona marketplace. Excluding acquisitions, average CDs and time deposits declined $1.1 billion. M&I's markets have experienced some irrational pricing on single service time deposit relationships to the extent of pricing time deposits above comparable wholesale levels which the Corporation has elected not to pursue. Recently the Corporation introduced two longer-term step-up CD products that provide consumers with an increasing rate over the term of the CD. Consumer reaction to these products has been favorable and consumers have shown some willingness to lengthen the terms of insured deposits as demonstrated by the slowing of bank-issued time deposit run-off from the first to second quarter of this year. The growth in bank issued deposits includes both commercial and retail banking. In commercial banking, the focus remains on developing deeper relationships through the sale of treasury management products and services along with revised incentive plans focused on growing deposits. The retail banking strategy continues to focus on aggressively selling the right products to meet the needs of customers and enhance the Corporation's profitability. Specific retail deposit initiatives include bank-at-work, single service calling, and retention calling programs as well as an aggressive checking promotion in the Arizona market. Compared with the second quarter of 2001, average wholesale deposits were relatively unchanged. The Corporation has made greater use of wholesale funding alternatives especially institutional CDs during the first half of 2002. Average wholesale deposits were $1.6 billion greater in the current quarter compared with the fourth quarter of 2001. The Corporation's consolidated average interest earning assets and interest bearing liabilities, interest earned and interest paid for the current quarter and prior year second quarter are presented in the following table ($ in millions):
Three Months Ended Three Months Ended June 30, 2002 June 30, 2001 ------------------------------- -------------------------------- Average Average Average Yield or Average Yield or Balance Interest Cost (b) Balance Interest Cost (b) ---------- --------- ---------- ----------- --------- ---------- Loans and leases: (a) Commercial $ 6,478.2 $ 86.3 5.35 % $ 5,710.7 $ 102.4 7.19 % Commercial real estate 6,187.6 103.1 6.68 5,162.4 102.0 7.93 Residential real estate 2,508.2 44.3 7.08 2,505.9 46.5 7.45 Personal 5,218.7 88.4 6.80 4,489.6 91.3 8.16 ---------- --------- ---------- ----------- --------- ---------- Total loans and leases 20,392.7 322.1 6.34 17,868.6 342.2 7.68 Investment securities: (a) Taxable 3,160.5 49.6 6.47 4,095.8 70.0 7.00 Tax Exempt (a) 1,236.3 22.9 7.50 1,267.0 23.1 7.40 ---------- --------- ---------- ----------- --------- ---------- Total investment securities 4,396.8 72.5 6.76 5,362.8 93.1 7.10 Other short-term investments (a) 920.0 3.5 1.56 433.2 4.3 3.93 ---------- --------- ---------- ----------- --------- ---------- Total interest earning assets $ 25,709.5 $ 398.1 6.24 % $ 23,664.6 $ 439.6 7.48 % ========== ========= ========== =========== ========= ========== Interest bearing deposits: Bank issued deposits: Interest bearing activity $ 8,665.4 $ 26.8 1.24 % $ 7,618.9 $ 62.2 3.28 % Time deposits 3,525.0 28.8 3.27 3,952.0 56.3 5.72 ---------- --------- ---------- ----------- --------- ---------- Total bank issued deposits 12,190.4 55.6 1.83 11,570.9 118.5 4.11 Wholesale deposits 3,044.7 17.8 2.34 2,900.8 37.5 5.17 ---------- --------- ---------- ----------- --------- ---------- Total interest bearing deposits 15,235.1 73.4 1.93 14,471.7 156.0 4.32 Short-term borrowings 3,862.9 37.8 3.93 3,934.6 49.3 5.02 Long-term borrowings 2,414.2 28.9 4.81 1,697.2 24.9 5.90 ---------- --------- ---------- ----------- --------- ---------- Total interest bearing liabilities $ 21,512.2 $ 140.1 2.61 % $ 20,103.5 $ 230.2 4.59 % ========== ========= ========== =========== ========= ========== Net interest margin (FTE) as a percent of average earning assets $ 258.0 4.04 % $ 209.4 3.56 % ========= ========== ========= ========== Net interest spread (FTE) 3.63 % 2.89 % ========== ==========
(a) Fully taxable equivalent basis (FTE), assuming a Federal income tax rate of 35%, and excluding disallowed interest expense. (b) Based on average balances excluding fair value adjustments for available for sale securities. The yield on average earning assets decreased 124 basis points since the second quarter of 2001, which had a negative impact on interest income (FTE) of approximately $77.5 million. The increase in the volume of earning assets, primarily loans and short term investments, increased interest income by approximately $36.1 million compared with the second quarter of 2001. The cost of interest bearing deposits decreased 239 basis points from the same quarter of the previous year which reflects rate declines. The favorable shift in the bank issued deposit mix also provided a benefit to the interest margin. Both short-term and long-term borrowing costs decreased 109 basis points compared with the second quarter of 2001. The overall decrease in the cost of interest bearing liabilities of 198 basis points decreased interest expense by approximately $107.9 million while the increase in the volume of interest bearing liabilities increased interest expense by approximately $17.8 million. The Corporation anticipates the net interest margin will decline a few basis points in the third quarter, with net interest income growing with internal growth and the acquisitions. The Corporation intends to continue to manage its interest rate risk sensitivity by extending liabilities. The net interest margin can vary depending on loan and deposit growth, lending spreads and future interest rate changes. PROVISION FOR LOAN AND LEASE LOSSES AND CREDIT QUALITY ------------------------------------------------------ The following tables present comparative consolidated credit quality information as of June 30, 2002 and the prior four quarters. NONPERFORMING ASSETS -------------------- ($000's)
2002 2001 ----------------------- --------------------------------- Second First Fourth Third Second Quarter Quarter Quarter Quarter Quarter ---------- ----------- ----------- --------- --------- Nonaccrual $ 160,250 $ 164,444 $ 166,434 $ 163,946 $ 137,355 Renegotiated 314 366 378 389 249 Past due 90 days or more 6,560 5,520 6,982 7,185 7,166 ---------- ----------- ----------- --------- --------- Total nonperforming loans and leases 167,124 170,330 173,794 171,520 144,770 Other real estate owned 6,296 6,736 6,796 5,842 3,671 ---------- ----------- ----------- --------- --------- Total nonperforming assets $ 173,420 $ 177,066 $ 180,590 $ 177,362 $ 148,441 ========== =========== =========== ========= ========= Allowance for loan and lease losses $ 292,512 $ 284,179 $ 268,198 $ 264,736 $ 244,486 ========== =========== =========== ========= =========
CONSOLIDATED STATISTICS -----------------------
2002 2001 ----------------------- --------------------------------- Second First Fourth Third Second Quarter Quarter Quarter Quarter Quarter ---------- ----------- ----------- --------- --------- Net Charge-offs to average loans and leases annualized 0.17 % 0.23 % 0.35 % 0.24 % 0.15 % Total nonperforming loans and leases to total loans and leases 0.80 0.84 0.90 0.90 0.81 Total nonperforming assets to total loans and leases and other real estate owned 0.83 0.87 0.94 0.93 0.83 Allowance for loan and lease losses to total loans and leases 1.40 1.40 1.39 1.39 1.37 Allowance for loan and lease losses to nonperforming loans and leases 175 167 154 154 169
NONACCRUAL LOANS AND LEASES BY TYPE ----------------------------------- ($000's)
2002 2001 ----------------------- --------------------------------- Second First Fourth Third Second Quarter Quarter Quarter Quarter Quarter ---------- ----------- ----------- --------- --------- Commercial Commercial, financial & agricultural $ 62,349 $ 65,513 $ 70,256 $ 78,623 $ 54,576 Lease financing receivables 3,993 4,876 12,041 2,022 1,892 ---------- ----------- ----------- --------- --------- Total commercial 66,342 70,389 82,297 80,645 56,468 Real estate Construction & land development 1,399 533 720 1,063 2,590 Commercial mortgage 40,933 39,436 34,546 38,117 38,440 Residential mortgage 50,079 52,504 47,783 42,147 38,389 ---------- ----------- ----------- --------- --------- Total real estate 92,411 92,473 83,049 81,327 79,419 Personal 1,497 1,582 1,088 1,974 1,468 ---------- ----------- ----------- --------- --------- Total nonaccrual loans and leases $ 160,250 $ 164,444 $ 166,434 $ 163,946 $ 137,355 ========== =========== =========== ========= =========
RECONCILIATION OF ALLOWANCE FOR LOAN AND LEASE LOSSES ----------------------------------------------------- ($000's)
2002 2001 ----------------------- --------------------------------- Second First Fourth Third Second Quarter Quarter Quarter Quarter Quarter ---------- ----------- ----------- --------- --------- Beginning balance $ 284,179 $ 268,198 $ 264,736 $ 244,486 $ 240,348 Provision for loan and lease losses 16,980 15,196 20,109 12,206 10,737 Allowance of banks and loans acquired -- 11,965 -- 19,151 -- Loans and leases charged-off Commercial 3,740 4,505 11,323 5,266 3,607 Real estate 2,580 3,008 4,404 3,768 1,734 Personal 3,086 2,939 3,253 2,768 2,561 Leases 1,767 2,930 1,174 450 770 ---------- ----------- ----------- --------- --------- Total charge-offs 11,173 13,382 20,154 12,252 8,672 Recoveries on loans and leases Commercial 542 682 2,216 362 1,042 Real estate 770 474 292 357 403 Personal 840 733 954 354 531 Leases 374 313 45 72 97 ---------- ----------- ----------- --------- --------- Total recoveries 2,526 2,202 3,507 1,145 2,073 ---------- ----------- ----------- --------- --------- Net loans and leases charge-offs 8,647 11,180 16,647 11,107 6,599 ---------- ----------- ----------- --------- --------- Ending balance $ 292,512 $ 284,179 $ 268,198 $ 264,736 $ 244,486 ========== =========== =========== ========= =========
Nonperforming assets consist of nonperforming loans and leases and other real estate owned (OREO). OREO is comprised of commercial and residential properties acquired in partial or total satisfaction of problem loans and branch premises held for sale. At June 30, 2002, OREO acquired in satisfaction of debts amounted to $5.6 million and branch premises held for sale amounted to $0.7 million. Nonperforming loans and leases consist of nonaccrual, renegotiated or restructured loans, and loans and leases that are delinquent 90 days or more and still accruing interest. The balance of nonperforming loans and leases can fluctuate widely based on the timing of cash collections, renegotiations and renewals. Maintaining nonperforming assets at an acceptable level is important to the ongoing success of a financial services institution. The Corporation's comprehensive credit review and approval process is critical to ensuring that the amount of nonperforming assets on a long-term basis is minimized within the overall framework of acceptable levels of credit risk. In addition to the negative impact on net interest income and credit losses, nonperforming assets also increase operating costs due to the expense associated with collection efforts. At June 30, 2002, nonperforming loans and leases amounted to $167.1 million or 0.80% of consolidated loans and leases of $20.9 billion, a decrease of $3.2 million or 1.9% since March 31, 2002. Nonaccrual loans and leases accounted for $4.2 million of the decline. Since the first quarter, nonaccrual commercial loans and leases declined $4.0 million while nonaccrual commercial real estate and nonaccrual construction and land development increased $1.5 million and $0.9 million, respectively. Nonaccrual residential real estate loans declined $2.4 million while nonaccrual consumer loans were relatively unchanged. At June 30, 2002, approximately $34.9 million of nonperforming loans are related to the National City, Richfield and Century acquisitions. Net charge-offs amounted to $8.6 million or 0.17% of average loans in the second quarter of 2002 compared with net charge-offs of $11.2 million or 0.23% of average loans in the first quarter of 2002 and $6.6 million or 0.15% of average loans in the second quarter of the prior year. Net charge-offs in the second quarter moved closer to the Corporation's historical levels. Compared to the first quarter, M&I's customers appear somewhat more pessimistic that signs of strengthening in the economy are evident. The Corporation believes that the communities it serves will continue to experience stress in the near term and until the economy demonstrates clear strengthening, some degree of uncertainty exists although it is considered very manageable at the present time. OTHER INCOME ------------ Total other income in the second quarter of 2002 amounted to $264.2 million compared to $237.5 million in the same period last year, an increase of $26.7 million or 11.2%. Total data processing services revenue amounted to $146.3 million in the second quarter of 2002 compared to $138.1 million in the second quarter of 2001 an increase of $8.2 million or 5.9%. e-Finance solutions revenue increased $6.0 million or 21.6% compared to the second quarter of 2001, but was relatively unchanged when compared with the first quarter of 2002. The purging activity of one large customer in the fourth quarter of last year and first quarter of this year along with the transition to one technology platform built on the Brokat technology, is expected to result in only modest linked revenue growth in electronic banking through year-end. With respect to the transition to one platform technology, the consumer product is now generally available with migrations ongoing and business migrations are expected to begin in the fall. The bill presentment and payment component of e-Finance continued to show strong linked quarter and year over year growth in active customers and transactions processed. Financial technology solutions revenue, the traditional outsourcing business, increased $3.4 million or 3.1% led by electronic funds transfer and the card solutions group. In general, growth in this source of data processing services revenue has slowed due to continued bank consolidation and a weaker economy. Other revenue declined primarily due to lower professional services revenue. Item processing revenue amounted to $9.1 million in the second quarter of 2002 compared to $12.0 million in the second quarter of 2001. During the latter part of 2001, the Corporation sold certain item processing relationships and also sold four Midwest item processing centers. Trust services revenue amounted to $31.4 million in the second quarter of 2002, an increase of $0.8 million or 2.6% compared to $30.6 million in the second quarter of 2001 and $31.0 million in the first quarter of 2002. Acquisitions accounted for the majority of revenue growth. Assets under management were approximately $12.9 billion at June 30, 2002 compared to $13.0 billion at March 31, 2002, despite the poor performance of both the S&P 500 and NASDAQ in the current quarter. Service charges on deposits increased $4.8 million or 23.4% and amounted to $25.2 million in the second quarter of 2002. Acquisitions accounted for approximately $1.7 million of the revenue in the second quarter of 2002. The remainder of the increase was primarily attributable to service charges on commercial demand accounts. Mortgage banking revenue decreased $4.9 million in the second quarter of 2002 compared to the second quarter of 2001. Gains on the sale of mortgage loans accounted for the majority of the decrease which reflects the decreased sale activity as previously discussed. Net investment securities losses in the second quarter of 2001 amounted to $13.1 million. Net securities gains, recognized primarily by the Corporation's Capital Markets Group which vary from period to period, were approximately $3.0 million. Securities losses of approximately $16.0 million were recognized by the Corporation's Metavante subsidiary and related to equity investments held relating to the mortgage origination business as well as an equity investment whose technology was replaced by the technology acquired as a result of Metavante's acquisitions of Derivion and Cyberbills. Life insurance revenue in the second quarter of 2002 includes approximately $0.2 million from the banking related acquisitions. Other income in the second quarter of 2002 amounted to $37.6 million compared to $30.3 million in the second quarter of 2001, an increase of $7.3 million or 23.8%. Approximately $2.2 million of the increase was attributable to the acquisitions. Other commissions and fees increased approximately $2.9 million. Auto securitization income increased $3.3 million of which $3.9 million was due to a mark-to-market on trading assets associated with auto loans sold to the revolving conduit. The Corporation is planning a term securitization in the third quarter which is expected to eliminate the volatility associated with the trading asset. During the second quarter of 2001, the Corporation sold approximately $46 million of student loans and recognized a gain of $1.7 million. OTHER EXPENSE ------------- Total other expense for the three months ended June 30, 2002, amounted to $318.0 million compared to $342.2 million for the three months ended June 30, 2001. Nonrecurring expenses in the second quarter of 2001 consisted of the following: Single charter related expenses which are included in other expenses in the Consolidated Statement of Income amounted to $6.0 million. As previously discussed, this initiative was completed during the second quarter of 2001. Included in amortization of intangibles for the three months ended June 30, 2001, is $4.1 million of goodwill amortization which ceased to be amortized under the new accounting standard for goodwill and intangibles which was adopted on January 1, 2002. During the second quarter of 2001, the Corporation's Metavante subsidiary implemented a reduction in force and realignment which included closing selected regional offices as well as a general reduction in force across all classes of employees in the Milwaukee metropolitan area. Approximately 400 positions were eliminated. Total costs were approximately $11.0 million consisting primarily of severance of $9.6 million, lease termination and other occupancy related exit costs of $0.7 million and professional fees, including outplacement services of $0.4 million. This initiative is complete. Expenses and write-downs incurred in conjunction with the second quarter 2001 acquisitions of Derivion and Cyberbills and the loss from the sale of assets of a subsidiary amounted to $3.8 million. Acquisition related costs of approximately $2.8 million consisted of prepaid maintenance fees and capitalized software costs that were replaced by the acquired bill presentment and payment technology. During the second quarter of 2001, a $25.0 million charge was taken to write-down residual values of the Corporation's indirect auto lease portfolio. Excluding these nonrecurring expenses, total other operating expense amounted to $318.0 million in the second quarter of 2002 compared to $292.2 million in the second quarter of 2001, an increase of $25.8 million or 8.8%. Approximately $8.7 million of operating expenses, excluding salaries and benefits, in the second quarter of 2002 were attributable to the National City, Richfield, Century and Metavante's four purchase acquisitions which were included in M&I's operating expenses since their merger dates. The Corporation's nonbanking businesses, especially its Data Services segment ("Metavante"), continue to be the primary contributors to operating expense growth. Excluding salaries and benefits expense, Metavante operating expense growth represents almost 60% of all of the consolidated operating expense growth and reflects the cost of its acquisitions as well as ongoing investments in software, technology research and development and infrastructure in potentially high-growth areas. Expense control is sometimes measured in the financial services industry by the efficiency ratio statistic. The efficiency ratio is calculated by taking total other expense (excluding nonrecurring charges) divided by the sum of total other income (including Capital Markets revenue but excluding investment securities gains or losses) and net interest income on a fully taxable equivalent basis. The Corporation's efficiency ratios for the three months ended June 30, 2002 and 2001 and December 31, 2001 are:
Three Months Three Months Three Months Ended Ended Ended June 30, March 31, December 31, 2002 2002 2001 -------------- ------------- ------------ Consolidated Corporation 60.9 % 61.8 % 60.7 % Consolidated Corporation Excluding Metavante Including Intangible Amortization 50.1 % 50.7 % 51.6 % Excluding Intangible Amortization 49.1 % 49.9 % 50.3 %
Salaries and employee benefits expense amounted to $185.3 million in the second quarter of 2002 compared to $178.1 million in the second quarter of 2001, an increase of $7.2 million. Excluding the severance charge of $9.6 million in the second quarter of 2001 as previously discussed, operating salaries and benefits expense increased $16.8 million or 10.0%. Operating salaries and employee benefits expense associated with the National City, Richfield and Century banking acquisitions and Metavante's four acquisitions was approximately $15.6 million. Occupancy and equipment expense in the second quarter of 2002 amounted to $48.0 million. Approximately $3.4 million of the expense in the current quarter was attributable to the banking and Metavante acquisitions. Metavante's operating expense growth accounted for approximately $1.0 million of the increase in software expenses in the second quarter of 2002 compared to the second quarter of 2001. Approximately $0.5 million of the increase is due to its acquisitions. Included in processing charges in the second quarter of 2001, are Metavante's nonrecurring charges of approximately $1.9 million associated with prepaid maintenance as previously discussed. Metavante and its acquisitions accounted for approximately $1.2 million of the increase in professional services expense in the current quarter compared to same period last year. Banking including its related acquisitions contributed an additional $1.0 million of expense in the second quarter of 2002 compared to the second quarter of 2001. Excluding the effect of the new accounting standard on accounting for goodwill and intangibles, amortization expense increased $0.4 million and was primarily attributable to increased core deposit intangible amortization in the current quarter offset, in part, by accelerated mortgage servicing rights amortization recognized in the second quarter of last year. Other expense amounted to $36.3 million in the second quarter of 2002 compared to $67.1 million in the second quarter of 2001. Included in this category in the prior year quarter were nonrecurring charges aggregating $33.2 million consisting of the single charter charges of $6.0 million, the lease residual value write-down of $25.0 million, Metavante acquisition related software write-downs of $0.9 million, the loss on the sale of assets of a subsidiary of $1.0 million and other miscellaneous charges related to Metavante's reduction in force and realignment all as previously discussed. Excluding these charges, other expense amounted to $36.3 million in the current quarter compared to $33.9 million in the second quarter of last year, an increase of $2.4 million or 7.0%. An increase in litigation, environmental clean-up charges and other losses amounted to approximately $3.8 million. Other expense is affected by the capitalization of costs, net of amortization and write-downs associated with software development and customer data processing conversions. Net software and conversion capitalization was $4.7 million in the second quarter of 2001 and in the current quarter amounted to $6.0 million resulting in a decrease of $1.3 million in other expense in the second quarter of 2002 compared to the second quarter of 2001. INCOME TAXES ------------ The provision for income taxes for the three months ended June 30, 2002 amounted to $58.7 million or 32.8% of pre-tax income compared to $26.1 million or 30.5% of pre-tax income for the three months ended June 30, 2001. The difference in the effective tax rates was primarily due to the relative proportion of tax-exempt income to total income before taxes. The relative proportion of tax-exempt income to total income before taxes was greater in the second quarter of 2001 due to the effect of the nonrecurring charges that were previously discussed. SIX MONTHS ENDED JUNE 30, 2002 AND 2001 --------------------------------------- Net income for the six months ended June 30, 2002 amounted to $236.1 million compared to $145.8 million in the same period of 2001. Basic and diluted earnings per share were $1.11 and $1.07, respectively for the six months ended June 30, 2002 compared to $0.70 and $0.68, respectively for the same period last year. The year to date return on average equity was 17.87% in the current period and 12.72% for the six months ended June 30, 2001. Net income for the first six months of 2001, includes certain losses and expenses incurred in connection with the previously announced structural changes and acquisitions at the Corporation's Metavante subsidiary, auto lease residual value write-downs, the final charge for the charter consolidation, the cumulative effect of the change in accounting for derivatives and hedging activities and certain goodwill amortization which ceased on January 1, 2002 as a result of adopting the new accounting standard for accounting for goodwill and other intangible assets. The impact of these items is shown in the following table ($000's):
Six Months ended June 30, Pre-tax ------------------------------- Effect 2002 2001 --------------- -------------- --------------- Income as Reported $ 236,056 $ 145,849 Nonrecurring Losses and Expenses: Metavante Subsidiary Reduction in force and realignment $ 11,028 Investment losses 16,057 Acquisition related 3,843 --------------- -------------- --------------- Total Metavante Subsidiary 30,928 -- 18,587 Auto Lease Residual Value Write-downs 25,000 15,843 Charter Consolidations 11,952 8,465 Change in Accounting: Derivatives and Hedging Activities 671 436 Goodwill Amortization 8,040 7,295 -------------- --------------- Total Nonrecurring Losses and Expenses -- 50,626 -------------- --------------- Operating Income $ 236,056 $ 196,475 ============== ===============
The following tables present a summary of each of the major elements of the consolidated operating income statement, certain financial statistics and a summary of the major operating income statement elements stated as a percent of average consolidated assets converted to a fully taxable equivalent basis (FTE) where appropriate for the six months ended June 30, 2002 and 2001, respectively. Operating income for the six months ended June 30, 2001 excludes the nonrecurring items previously discussed. Return on tangible equity is based on operating income before amortization of intangibles. Amortization includes amortization of goodwill and core deposit premiums and is net of the income tax expense or benefit, if any, related to each component. These calculations were specifically formulated by the Corporation and may not be comparable to similarly titled measures reported by other companies. Summary Consolidated Operating Income Statements and Financial Statistics ------------------------------------------------------------------------- ($000's except per share data)
Six Months Ended June 30, --------------------------- 2002 2001 ------------ ------------- Interest income $ 770,550 $ 883,881 Interest expense (280,275) (496,868) ------------ ------------- Net interest income 490,275 387,013 Provision for loan and lease losses (32,176) (21,800) Net investment securities (losses) (866) 9,096 Other income 524,022 491,020 Other expense (631,620) (572,691) ------------ ------------- Income before taxes 349,635 292,638 Income tax provision (113,579) (96,163) ------------ ------------- Operating income $ 236,056 $ 196,475 ============ ============= Per Common Share Operating income Basic $ 1.11 $ 0.94 Diluted 1.07 0.91 Dividends 0.305 0.278 Return on Average Equity Operating income 17.87 % 17.14 % Return on Average Tangible Equity 23.83 19.88
Summary Consolidated Operating Income Statement Components ---------------------------------------------------------- as a Percent of Average Total Assets ------------------------------------
Six Months Ended June 30, --------------------------- 2002 2001 ------------ ------------- Interest income (FTE) 5.68 % 6.97 % Interest expense (2.02) (3.85) ------------ ------------- Net interest income 3.66 3.12 Provision for loan and lease losses (0.23) (0.17) Net investment securities (losses) (0.01) 0.07 Other income 3.79 3.81 Other expense (4.56) (4.45) ------------ ------------- Income before taxes 2.65 2.38 Income tax provision (0.94) (0.86) ------------ ------------- Return on average assets based on operating income 1.71 % 1.52 % ============ ============= Return on tangible average assets based on tangible operating income 1.77 % 1.56 % ============ =============
The increase in operating income was primarily due to growth in net interest income of $103.3 million or 26.7% and was driven by the same factors enumerated in the previous discussion of quarterly results. Noninterest operating income increased 4.6% and was driven by data processing services revenue. The provision for loan and lease losses increased $10.4 million and other operating expenses increased $58.9 million. As previously discussed, the results of operations and financial position for the six months ended June 30, 2002 includes the impact of both the banking and Metavante related acquisitions closed since June 30, 2001. The Corporation's consolidated average interest earning assets and interest bearing liabilities, interest earned and interest paid for the current six months and prior year six months are presented in the following table ($ in millions):
Six Months Ended Six Months Ended June 30, 2002 June 30, 2001 ------------------------------- -------------------------------- Average Average Average Yield or Average Yield or Balance Interest Cost (b) Balance Interest Cost (b) ---------- --------- ---------- ----------- --------- ---------- Loans and leases (a) Commercial $ 6,368.6 $ 169.7 5.37 % $ 5,677.4 $ 214.1 7.60 % Commercial real estate 6,021.2 201.9 6.76 5,043.7 201.8 8.07 Residential real estate 2,492.5 88.3 7.14 2,520.3 94.5 7.57 Personal 5,042.1 172.7 6.91 4,502.3 186.3 8.34 ---------- --------- ---------- ----------- --------- ---------- Total loans and leases $ 19,924.4 $ 632.6 6.40 % $ 17,743.7 $ 696.7 7.92 % Investment securities: Taxable 3,047.3 100.4 6.83 4,291.1 148.0 7.08 Tax Exempt (a) 1,232.8 45.5 7.51 1,280.4 45.7 7.29 Other short-term investments (a) 1,007.3 8.1 1.62 390.8 8.8 4.56 ---------- --------- ---------- ----------- --------- ---------- Total interest earning assets $ 25,211.8 $ 786.6 6.31 % $ 23,706.0 $ 899.2 7.68 % ========== ========= ========== =========== ========= ========== Interest bearing deposits: Bank issued deposits: Interest bearing activity $ 8,598.9 $ 54.2 1.27 % $ 7,463.5 $ 136.8 3.70 % Time deposits 3,528.7 61.3 3.50 4,084.0 117.8 5.82 ---------- --------- ---------- ----------- --------- ---------- Total bank issued deposits 12,127.6 115.5 1.92 11,547.5 254.6 4.44 Wholesale deposits 2,417.9 28.8 2.40 3,197.1 88.5 5.58 ---------- --------- ---------- ----------- --------- ---------- Total interest bearing deposits 14,545.5 144.3 2.00 14,744.6 343.1 4.69 Short-term borrowings 4,166.9 76.7 3.71 3,806.4 103.4 5.48 Long-term borrowings 2,420.9 59.3 4.94 1,654.6 50.4 6.14 ---------- --------- ---------- ----------- --------- ---------- Total interest bearing liabilities $ 21,133.3 $ 280.3 2.67 % $ 20,205.6 $ 496.9 4.96 % ========== ========= ========== =========== ========= ========== Net interest margin (FTE) as a percent of average earning assets $ 506.3 4.07 % $ 402.3 3.44 % ========= ========== ========= ========== Net interest spread (FTE) 3.64 % 2.72 % ========== ==========
(a) Fully taxable equivalent basis (FTE), assuming a Federal income tax rate of 35%, and excluding disallowed interest expense. (b) Based on average balances excluding fair value adjustments for available for sale securities. LIQUIDITY AND CAPITAL RESOURCES ------------------------------- Shareholders' equity was $2.71 billion at June 30, 2002 compared to $2.49 billion at December 31, 2001 and $2.36 billion at June 30, 2001. During the first quarter of 2002, the Corporation issued 6.2 million shares of its common stock, adjusted for the two-for-one stock split, with an aggregate value of $186.6 million in the purchase acquisitions of Richfield and Century. During the second quarter of 2002, the Corporation issued 0.3 million shares of treasury common stock to fund its qualified employee stock purchase plan. The Corporation acquired 3.3 million shares of its common stock during the second quarter of 2002 at an aggregate cost of $102.0 million and has purchased a total of 4.8 million shares, adjusted for the two-for-one stock split, at an aggregate cost of $150.5 million in the six months ended June 30, 2002. The Corporation continues to have a strong capital base and its regulatory capital ratios are significantly above the minimum requirements as shown in the following tables. RISK-BASED CAPITAL RATIOS ------------------------- ($ in millions)
June 30, 2002 December 31, 2001 --------------------------------- --------------------------------- Amount Ratio Amount Ratio --------------------------------- --------------------------------- Tier 1 Capital $ 2,165 9.19 % $ 2,091 9.70 % Tier 1 Capital Minimum Requirement 943 4.00 862 4.00 -------------------------------- -------------------------------- Excess $ 1,222 5.19 % $ 1,229 5.70 % ================================ ================================ Total Capital $ 2,874 12.20 % $ 2,775 12.88 % Total Capital Minimum Requirement 1,884 8.00 1,724 8.00 -------------------------------- -------------------------------- Excess $ 990 4.20 % $ 1,051 4.88 % ================================ ================================ Risk-Adjusted Assets $ 23,554 $ 21,555 ================= =================
LEVERAGE RATIOS --------------- ($ in millions)
June 30, 2002 December 31, 2001 --------------------------------- --------------------------------- Amount Ratio Amount Ratio --------------------------------- --------------------------------- Tier 1 Capital $ 2,165 7.82 % $ 2,091 7.93 % Minimum Leverage Requirement 831 - 1,384 3.00 - 5.00 791 - 1,318 3.00 - 5.00 -------------------------------- -------------------------------- Excess $ 1,334 - 781 4.82 - 2.82 % $ 1,300 - 773 4.93 - 2.93 % ================================ ================================ Adjusted Average Total Assets $ 27,680 $ 26,371 ================= =================
M&I manages its liquidity to ensure that funds are available to each of its banks to satisfy the cash flow requirements of depositors and borrowers and to ensure the Corporation's own cash requirements are met. M&I maintains liquidity by obtaining funds from several sources. The Corporation's most readily available source of liquidity is its investment portfolio. Investment securities available for sale, which totaled $3.7 billion at June 30, 2002, represent a highly accessible source of liquidity. The Corporation's portfolio of held-to-maturity investment securities, which totaled $1.0 billion at June 30, 2002, provides liquidity from maturities and amortization payments. The Corporation's mortgages held-for-sale provide additional liquidity. These loans represent recently funded home mortgage loans that are prepared for delivery to investors, which generally occurs within thirty to ninety days after the loan has been funded. Depositors within M&I's defined markets are another source of liquidity. Core deposits (demand, savings, money market and consumer time deposits) averaged $15.4 billion for the six months ended June 30, 2002. The Corporation's banking affiliates may also access the federal funds markets or utilize collateralized borrowings such as treasury demand notes or FHLB advances. Additionally, the banking affiliates may use brokered deposits and limited off- balance sheet structures such as those discussed in Note 9 to the Consolidated Financial Statements contained in Item 8 of the Corporation's Form 10-K and updated in Note 7 herein. The Corporation's lead bank ("Bank") has a bank note program which permits it to issue up to $5.0 billion of short-term and medium-term notes which are offered and sold only to institutional investors. This program is intended to enhance liquidity by enabling the Bank to sell its debt instruments in private markets in the future without the delays which would otherwise be incurred. No bank notes were issued during the six months ended June 30, 2002. In addition, the Corporation's thrift issues commercial paper which is offered and sold only to institutional investors. The national capital markets represent a further source of liquidity to M&I. M&I has filed a shelf registration which is intended to permit M&I to raise funds through sales of Corporate medium-term notes with a relatively short lead time. Under the shelf registration, the Corporation may issue up to $0.5 billion of medium-term Series E notes with maturities ranging from 9 months to 30 years and at fixed or floating rates. No Series E notes were issued during the six months ended June 30, 2002. In May 2002, the Corporation began offering MiNotes which are medium-term notes with maturities ranging from 9 months to 30 years and at fixed or floating rates. Up to $0.5 billion aggregate principal amount of MiNotes may be offered from time to time on terms determined at the time of sale. The minimum denomination of the notes will be one thousand dollars and integral multiples of one thousand dollars. As of June 30, 2002, $17.3 million of MiNotes have been issued. Additionally, the Corporation has a commercial paper program. At June 30, 2002, commercial paper outstanding amounted to $0.3 billion. Short-term borrowings represent contractual debt obligations with maturities of one year or less and amounted to $5.7 billion at June 30, 2002. Other obligations include maturities of longer-term borrowings, future minimum lease payments on facilities and equipment and commitments to extend credit and letters of credit all as described in the Notes to Consolidated Financial Statements contained in Item 8 of the Corporations Annual Report on Form 10-K. Under Federal Reserve Board policy, the Corporation is expected to act as a source of financial strength to each subsidiary bank in circumstances when it might not do so absent such policy. Long-term borrowings amounted to $1.7 billion at June 30, 2002. Scheduled maturities are: $125.7 million, $6.0 million, $10.6 million and $787.1 million for the fiscal twelve months ended June 30, 2004, 2005, 2006 and 2007, respectively. Scheduled maturities through June 30, 2003, of $785.6 million are included in other short-term borrowings in the consolidated balance sheet as of June 30, 2002. At June 30, 2002, unused commitments to extend credit in the form of loans amounted to $9.8 billion. At June 30, 2002, standby letters of credit amounted to $977.1 million and commercial letters of credit amounted to $68.1 million. Since many commitments to extend credit expire without being drawn upon and letters of credit are contingent commitments, the amounts outstanding at any time do not necessarily represent future cash requirements. CRITICAL ACCOUNTING POLICIES ---------------------------- The Corporation has established various accounting policies which govern the application of accounting principles generally accepted in the Unites States in the preparation of the Corporation's consolidated financial statements. The significant accounting policies of the Corporation are described in the footnotes to the consolidated financial statements contained in the Corporation's Annual Report on Form 10-K and updated as necessary in its Quarterly Reports on Form 10-Q. Certain accounting policies involve significant judgements and assumptions by management which may have a material impact on the carrying value of certain assets and liabilities; management considers such accounting policies to be critical accounting policies. The judgements and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of judgements and assumptions made by management, actual results could differ from these judgements and estimates which could have a material impact on the carrying values of assets and liabilities and the results of the operations of the Corporation. Management considers the following to be those accounting policies that require significant judgements and assumptions: Allowance for Loan and Lease Losses ----------------------------------- The allowance for loan and lease losses is determined using a methodology which reserves currently for those loans and leases in which it is determined that a loss is probable based on characteristics of the individual loan, historical loss patterns of similar "homogeneous" loans and environmental factors unique to each measurement date. This reserving methodology has the following components: Specific Reserve. ----------------- The amount of specific reserves is determined through a loan-by-loan analysis of problem loans over a minimum size that considers expected future cash flows, the value of collateral and other factors that may impact the borrower's ability to make payments when due. Included in this group are those nonaccrual or renegotiated loans, which meet the criteria as being "impaired" under the definition in SFAS 114. A loan is impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Problem loans also include those credits that have been internally classified as credits requiring management's attention due to underlying problems in the borrower's business or collateral concerns. Ranges of loss are determined based on best-and worst-case scenarios for each loan. Collective Loan Impairment. --------------------------- This component of the of the allowance for loan and lease losses is based on the following: The Corporation makes a significant number of loans and leases, which due to their underlying similar characteristics, are assessed for loss as "homogeneous" pools. Included in the homogeneous pools are loans and leases from the retail sector and commercial loans under a certain size, which have been excluded from the specific reserve allocation previously discussed. The Corporation segments the pools by type of loan or lease and using historical loss information estimates a loss reserve for each pool. The Corporation's senior lending management also allocates reserves for environmental conditions which are unique to the measurement period. These include environmental factors, such as economic conditions in certain geographical or industry segments of the portfolio, economic trends in the retail lending sector and peer-group loss history. Reserves allocated are based on estimates of loss that senior lending management has isolated based on these economic trends or conditions. At June 30, 2002, special reserves continue to be carried for exposures to the airline and travel industries, manufacturing, paper and allied products and production agriculture which includes the dairy industry and cropping operations. While most loans in these categories are still performing, the Corporation continues to believe that these sectors were more adversely affected by the economic slowdown and deteriorating operating results and the potential for reduced collateral values, especially in a liquidation, have not exhibited a significant improvement since year end. Based on the above loss estimates, senior lending and financial management determine their best estimate of the required reserve. Management's evaluation of the factors described above resulted in an allowance for loan and lease losses of $292.5 million at June 30, 2002 compared to $284.2 million at March 31, 2002 and $268.2 million at December 31, 2001. The resulting provisions for loan and lease losses are the amounts required to establish the allowance for loan and lease losses to the required level after considering charge-offs and recoveries. Management recognizes there are significant estimates in the process and the ultimate losses could be significantly different from those currently estimated. Capitalized Software and Conversion Costs ----------------------------------------- Direct costs associated with the production of computer software that will be marketed or used in data processing operations are capitalized. Capitalization of such costs is subject to strict accounting policy criteria however, the appropriate time to initiate capitalization requires management judgment. Once the specific capitalized project is put into production, the software cost is amortized over its estimated useful life, generally four years. Each quarter, the Corporation performs net realizable value tests to ensure the assets are recoverable. Such tests require management judgment as to the future sales and profitability of a particular product which involves, in some cases, multi year projections. Technology changes and changes in customer requirements can have a significant impact on the recoverability of these assets and can be difficult to predict. Should significant adverse changes occur, estimates of useful life may have to be revised or write-offs would be required to recognize impairment. The amount of software capitalized in the second quarter of 2002 and 2001 amounted to $16.1 million and $10.6 million, respectively. Amortization expense amounted to $8.6 million and $5.8 million in the second quarter of 2002 and 2001, respectively. Direct costs associated with customer system conversions to the data processing operations are capitalized and amortized on a straight line basis over the terms, generally five to seven years, of the related servicing contract. Capitalization only occurs when management is satisfied that such costs are recoverable through future operations or penalties in case of early termination. The amount of conversion expenses capitalized in the second quarter of 2002 and 2001 amounted to $2.8 million and $4.7 million, respectively. Amortization expense amounted to $4.4 million and $4.8 million in the second quarter of 2002 and 2001, respectively. Net unamortized costs were ($ in millions): June 30, June 30, 2002 2001 -------- -------- Software $ 124.8 $ 112.7 Conversions 39.0 50.9 -------- -------- $ 163.8 $ 163.6 ======== ======== Asset Sales ----------- The Corporation sells assets to unconsolidated entities that securitize the assets. The Corporation retains interests in the securitized assets in the form of servicing rights, interest-only strips, interest rate swaps and cash reserve accounts. Gain or loss on the sale of the assets depends in part on the carrying amount assigned to the assets sold and the retained interests. The value of the retained interests, both initially and on an on-going basis, are based on the present value of future cash flows. Future expected cash flows represent management's best estimates of the key assumptions - credit losses, prepayment speeds, forward yield curves and discount rates- commensurate with the risks involved. The Corporation reviews the carrying values of the retained interests monthly to determine if there is a decline in value that is other than temporary and periodically reviews the propriety of the assumptions used based on current historical experience as well as the sensitivities of the carrying values of the retained interests to adverse changes in the key assumptions. The Corporation believes that is estimates result in a reasonable carrying value of the retained interests. The Corporation regularly sells indirect automobile loans to an unconsolidated multi-seller asset backed commercial paper conduit in securitization transactions in which servicing responsibilities and subordinated interests are retained. The Corporation also sells, from time to time, highly rated available for sale investment securities and/or short-term commercial loans to an unconsolidated bankruptcy remote qualifying special purpose entity whose activities are limited to issuing highly rated asset-backed commercial paper with maturities up to 180 days which is used to finance the purchase of the investment securities and/or loans. Liquidity back-up and credit enhancement facilities are provided by the Corporation's lead bank. Under certain circumstances, these facilities would require the Bank to purchase sufficient investment securities or commercial loans from the entity to accommodate maturing commercial paper, which could result in a loss to the Bank. However, based on the quality of the assets that were sold at no gain or loss, the Corporation believes that the probability of a purchase and recognition of loss is remote. The outstanding balances of assets sold in securitization transactions consisted of the following ($ in millions): June 30, June 30, 2002 2001 -------- -------- Consumer - automobile loans $ 520.6 $ 302.2 Investment securities 290.8 231.9 Commercial loans 50.7 -- -------- -------- $ 862.1 $ 534.1 ======== ======== At June 30, 2002 and 2001, the carrying amount of retained interests amounted to $36.0 million and $26.7 million, respectively. FORWARD-LOOKING STATEMENTS -------------------------- Items 2 and 3 of this Form 10-Q, "Management's Discussion and Analysis of Financial Position and Results of Operations" and "Quantitative and Qualitative Disclosures about Market Risk," respectively, contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, statements regarding operating activities and results. Such statements are subject to important factors that could cause the Corporation's actual results to differ materially than those anticipated by the forward-looking statements. These factors include those referenced in the Corporation's Annual Report on Form 10-K for the period ending December 31, 2001 or as may be described from time to time in the Corporation's subsequent SEC filings, and such factors are incorporated herein by reference. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The following updated information should be read in conjunction with the Corporation's 2001 Annual Report on Form 10-K. Updated information regarding the Corporation's use of derivative financial instruments is contained in Note 10, Notes to Financial Statements contained in Item 1 herein. Market risk arises from exposure to changes in interest rates, exchange rates, commodity prices, and other relevant market rate or price risk. The Corporation faces market risk through trading and other than trading activities. While market risk that arises from trading activities in the form of foreign exchange and interest rate risk is immaterial to the Corporation, market risk from other than trading activities in the form of interest rate risk is measured and managed through a number of methods. Interest Rate Risk ------------------ The Corporation uses financial modeling techniques to identify potential changes in income under a variety of possible interest rate scenarios. Financial institutions, by their nature, bear interest rate and liquidity risk as a necessary part of the business of managing financial assets and liabilities. The Corporation has designed strategies to limit these risks within prudent parameters and identify appropriate risk/reward tradeoffs in the financial structure of the balance sheet. The financial models identify the specific cash flows, repricing timing and embedded option characteristics of the assets and liabilities held by the Corporation. Policies are in place to assure that neither earnings nor fair value at risk exceed appropriate limits. The use of a limited array of derivative financial instruments has allowed the Corporation to achieve the desired balance sheet repricing structure while simultaneously meeting the desired objectives of both its borrowing and depositing customers. The models used include measures of the expected repricing characteristics of administered rate (NOW, savings and money market accounts) and non-rate related products (demand deposit accounts, other assets and other liabilities). These measures recognize the relative insensitivity of these accounts to changes in market interest rates, as demonstrated through current and historical experiences. In addition to contractual payment information for most other assets and liabilities, the models also include estimates of expected prepayment characteristics for those items that are likely to materially change their payment structures in different rate environments, including residential mortgage products, certain commercial and commercial real estate loans and certain mortgage-related securities. Estimates for these sensitivities are based on industry assessments and are substantially driven by the differential between the contractual coupon of the item and current market rates for similar products. This information is incorporated into a model that allows the projection of future income levels in several different interest rate environments. Earnings at risk is calculated by modeling income in an environment where rates remain constant, and comparing this result to income in a different rate environment, and then dividing this difference by the Corporation's budgeted operating income before taxes for the calendar year. Since future interest rate moves are difficult to predict, the following table presents two potential scenarios - - a gradual increase of 100bp across the entire yield curve over the course of a year (+25bp per quarter), and a gradual decrease of 100bp across the entire yield curve over the course of a year (-25bp per quarter) for the balance sheet as of the indicated dates: Impact to Annual Pretax Income as of -------------------------------------- June 30, 2002 March 31, 2002 ------------------- ---------------- Hypothetical Change in Interest Rate - ------------------------------------ 100 basis point gradual: Rise in rates (0.5)% (0.9)% Decline in rates (0.3)% 0.2 % These results are based solely on the modeled parallel changes in market rates, and do not reflect the earnings sensitivity that may arise from other factors such as changes in the shape of the yield curve, the changes in spread between key market rates, or accounting recognition for impairment of certain intangibles. These results are also considered to be conservative estimates due to the fact that they do not include any management action to mitigate potential income variances within the simulation process. Such action could potentially include, but would not be limited to, adjustments to the repricing characteristics of any on- or off-balance sheet item with regard to short-term rate projections and current market value assessments. Actual results will differ from simulated results due to timing, magnitude, and frequency of interest rate changes as well as changes in market conditions and management strategies. Another component of interest rate risk is measuring the fair value at risk for a given change in market interest rates. The Corporation also uses computer modeling techniques to determine the present value of all asset and liability cash flows (both on- and off-balance sheet), adjusted for prepayment expectations, using a market discount rate. The net change in the present value of the assets and liability cash flows in different market rate environments is the amount of fair value at risk from those rate movements. As of June 30, 2002 the fair value of equity at risk for a gradual 100bp shift in rates was less than 2.0% of the market value of the Corporation. Equity Risk ----------- In addition to interest rate risk, the Corporation incurs market risk in the form of equity risk. M&I's Capital Markets Group invests in private, medium- sized companies to help establish new businesses or recapitalize existing ones. Exposure to the change in equity values for the companies that are held in their portfolio exist, however, fair values are difficult to determine until an actual sale or liquidation transaction actually occurs. As of June 30, 2002, M&I Trust Services administered $57.4 billion in assets and directly managed a portfolio of $12.9 billion. Exposure exists to changes in equity values due to the fact that fee income is partially based on equity balances. While this exposure is present, quantification remains difficult due to the number of other variables affecting fee income. Interest rate changes can also have an effect on fee income for the above stated reasons. PART II - OTHER INFORMATION Item 4 - Submission of Matters to a Vote of Security Holders - ------------------------------------------------------------ A. The Corporation held its Annual Meeting of Shareholders on April 23, 2002. B. Votes cast for the election of six directors to serve until the 2005 Annual Meeting of Shareholders are as follows: Director For Withheld Abstentions Non-Vote -------------------- ---------- --------- ----------- -------- David L. Andreas 83,939,358 1,592,667 -- -- Timothy E. Hoeksema 83,949,418 1,582,607 -- -- John A. Mellowes 83,861,704 1,670,321 -- -- Robert J. O'Toole 83,859,501 1,672,524 -- -- Robert A. Schaefer 83,932,028 1,599,997 -- -- John S. Shiely 83,940,788 1,591,237 -- -- The continuing directors of the Corporation are as follows: Richard A. Abdoo Jon F. Chait Wendell F. Bueche Bruce E. Jacobs Ted D. Kellner Donald R. Johnson Katharine C. Lyall Dennis J. Kuester Peter M. Platten, III Edward L. Meyer, Jr. James A. Urdan San W. Orr, Jr. James B. Wigdale George E. Wardeberg Votes cast for approving the Corporation's Annual Executive Incentive Compensation Plan are as follows: For Against Abstentions Non-Vote ---------- --------- ----------- -------- 77,906,968 5,751,963 1,873,094 -- Item 6 - Exhibits and Reports on Form 8-K ----------------------------------------- A. Exhibits: Exhibit 10.1 - Change of Control Agreement dated as of May 20, 2002 between the Corporation and Nancy A. Maas. Exhibit 10.2 - Change of Control Agreement dated as of May 31, 2002 between the Corporation and Randall J. Erickson. Exhibit 11 - Statements - Computation of Earnings Per Share, Incorporated by Reference to NOTE 4 of Notes to Financial Statements contained in Item 1 - Financial Statements (unaudited) of Part 1 - Financial Information herein. Exhibit 12 - Computation of Ratio of Earnings to Fixed Charges B. Reports on Form 8-K: On May 3, 2002, the Corporation reported Items 5 and 7 in a Current Report on Form 8-K relating to the offering of $1,500,000,000 of medium term notes. On May 7, 2002, the Corporation reported Items 4 and 7 in a Current Report on Form 8-K in connection with the change to Deloitte & Touche LLP as its new independent accountants. On June 17 and June 20, 2002 the Corporation reported Items 5 and 7 in Current Reports on Form 8-K in connection with the Corporation's agreement to acquire Mississippi Valley Bancshares, Inc. 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 thereunto duly authorized. MARSHALL & ILSLEY CORPORATION (Registrant) /s/ Patricia R. Justiliano ______________________________________ Patricia R. Justiliano Senior Vice President and Corporate Controller (Chief Accounting Officer) /s/ James E. Sandy ______________________________________ James E. Sandy Vice President August 13, 2002 EXHIBIT INDEX ------------- Exhibit Number Description of Exhibit -------------- ------------------------------------------------------------ (10.1) Change of Control Agreement dated as of May 20, 2002 between the Corporation and Nancy A. Maas. (10.2) Change of Control Agreement dated as of May 31, 2002 between the Corporation and Randall J. Erickson. (11) Statements - Computation of Earnings Per Share, Incorporated by Reference to NOTE 4 of Notes to Financial Statements contained in Item 1 - Financial Statements (unaudited) of Part 1 - Financial Information herein (12) Computation of Ratio of Earnings to Fixed Charges EX-10 4 ex101_06-02.txt EXHIBIT 10.1 OF FORM 10-Q DATED 06/30/2002 Exhibit 10.1 CHANGE OF CONTROL AGREEMENT --------------------------- THIS AGREEMENT, entered into as of the 20th day of May, 2002, by and between MARSHALL & ILSLEY CORPORATION (the "Company"), and Nancy A. Maas (the "Executive") (hereinafter collectively referred to as "the parties"). W I T N E S S E T H : WHEREAS, the Board of Directors of the Company (the "Board") recognizes that the possibility of a Change of Control (as hereinafter defined in Section 2) exists and that the threat of or the occurrence of a Change of Control can result in significant distractions of its key management personnel because of the uncertainties inherent in such a situation; and WHEREAS, the Board has determined that it is essential and in the best interest of the Company and its shareholders to retain the services of the Executive in the event of a threat or occurrence of a Change of Control and to ensure his continued dedication and efforts in such event without undue concern for his personal financial and employment security; and WHEREAS, in order to induce the Executive to remain in the employ of the Company, particularly in the event of a threat of or the occurrence of a Change of Control, the Company desires to enter into this Agreement with the Executive. NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows: 1. Employment Term. (a) The "Employment Term" shall commence on the first date during the Protected Period (as defined in Section 1(c), below) on which a Change of Control (as defined in Section 2, below) occurs (the "Effective Date") and shall expire on the second anniversary of the Effective Date; provided, however, that at the end of each day of the Employment Term the Employment Term shall automatically be extended for one (1) day unless either the Company or the Executive shall have given written notice to the other at least thirty (30) days prior thereto that the Employment Term shall not be so extended. (b) Notwithstanding anything contained in this Agreement to the contrary, if the Executive's employment is terminated prior to the Effective Date and the Executive reasonably demonstrates that such termination (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change of Control, or (ii) otherwise occurred in connection with or in anticipation of a Change of Control, then for all purposes of this Agreement, the Effective Date shall mean the date immediately prior to the date of such termination of the Executive's employment. (c) For purposes of this Agreement, the "Protected Period" shall be the two (2) year period commencing on the date hereof; provided, however, that at the end of each day the Protected Period shall be automatically extended for one (1) day unless at least thirty (30) days prior thereto the Company shall have given written notice to the Executive that the Protected Period shall not be so extended; and provided, further, that notwithstanding any such notice by the Company not to extend, the Protected Period shall not end if prior to the expiration thereof any third party has indicated an intention or taken steps reasonably calculated to effect a Change of Control, in which event the Protected Period shall end only after such third party publicly announces that it has abandoned all efforts to effect a Change of Control. 2. Change of Control. For purposes of this Agreement, a "Change of Control" shall mean the first to occur of the following: (a) The acquisition by any individual, entity or "group" (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty-three percent (33%) or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions of common stock shall not constitute a Change of Control: (i) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege or by one person or a group of persons acting in concert), (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a reorganization, merger, statutory share exchange or consolidation which would not be a Change of Control under subsection (c) of this Section 2; or (b) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened "election contest" or other actual or threatened "solicitation" (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) of proxies or consents by or on behalf of a person other than the Incumbent Board; or (c) Consummation of a reorganization, merger, statutory share exchange or consolidation, unless, following such reorganization, merger, statutory share exchange or consolidation, (i) more than two-thirds (2/3) of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger, statutory share exchange or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of 0directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger, statutory share exchange or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, statutory share exchange or consolidation, (ii) no person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such reorganization, merger, statutory share exchange or consolidation and any person beneficially owning, immediately prior to such reorganization, merger, statutory share exchange or consolidation, directly or indirectly, thirty-three percent (33%) or more of the Outstanding Company Common Stock or Outstanding Voting Securities, as the case may be) beneficially owns, directly or indirectly, thirty-three percent (33%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger, statutory share exchange or consolidation or the combined voting power of the then outstanding voting securities of such corporation, entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger, statutory share exchange or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (d) Consummation of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition, (A) more than two-thirds (2/3) of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no person (excluding the Company and any employee benefit plan (or related trust) of the Company or such corporation and any person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, thirty-three percent (33%) or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, thirty-three percent (33%) or more of, respectively, the then outstanding shares of common stock of such corporation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company. 3. Employment. (a) Subject to the provisions of Section 3, hereof, the Company agrees to continue to employ the Executive and the Executive agrees to remain in the employ of the Company during the Employment Term. During the Employment Term, the Executive shall be employed in such executive capacity as may be mutually agreed to by the parties. During the Employment Term, Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held or assigned at any time during the twelve (12) month period immediately preceding the Effective Date, and Executive's services shall be performed at the location where Executive was employed immediately preceding the Effective Date or at any office or location less than thirty-five (35) miles from such location, unless mutually agreed to in writing by the parties. (b) Excluding periods of vacation and sick leave to which the Executive is entitled, during the Employment Term the Executive agrees to devote full time attention to the business and affairs of the Company to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, provided that the Executive may take reasonable amounts of time to (i) serve on corporate, civil or charitable boards or committees, and (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, if such activities do not significantly interfere with the performance of the Executive's responsibilities hereunder. It is expressly understood and agreed that to the extent any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of Executive's responsibilities hereunder. 4. Compensation. (a) Base Salary. During the Employment Term, the Executive shall receive an annual base salary ("Annual Base Salary"), which shall be paid at a monthly rate, at least equal to twelve (12) times the highest monthly base salary paid or payable to the Executive by the Company and its affiliated companies in respect of the twelve (12) month period immediately preceding the month in which the Effective Date occurs, including any amounts which were deferred under any plans of the Company and its affiliated companies. During the Employment Term, the Annual Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be substantially consistent with increases in base salary generally awarded in the ordinary course of business to other peer executives of the Company and its affiliated companies. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term "affiliated companies" shall include any company controlled by, controlling or under common control with the Company. (b) Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Term, an annual bonus (the "Annual Bonus") in cash at least equal to the average annualized (for any fiscal year consisting of less than twelve (12) full months or with respect to which the Executive has been employed by the Company for less than twelve (12) full months) bonuses paid or payable, including any amounts which were deferred under any plans of the Company and its affiliated companies, to the Executive by the Company and its affiliated companies in respect of the three (3) fiscal years immediately preceding the fiscal year in which the Effective Date occurs (the "Recent Average Bonus"). Each such Annual Bonus shall be paid no later than seventy-five (75) days after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus under any plan or arrangement of the Company allowing therefor. (c) Incentive, Savings and Retirement Plans. During the Employment Term, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the twelve (12) month period immediately preceding the Effective Date, or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies. (d) Benefit Plans. During the Employment Term, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription drug, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies and their families; but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive and his family at any time during the twelve (12) month period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies and their families. (e) Expenses. During the Employment Term, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the twelve (12) month period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. (f) Fringe Benefits. During the Employment Term, the Executive shall be entitled to fringe benefits (including but not limited to Company cars, club dues and physical examinations) in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for the Executive at any time during the twelve (12) month period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. (g) Office and Support Staff. During the Employment Term, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, in accordance with the most favorable of the foregoing provided to the Executive by the Company and its affiliated companies at any time during the twelve (12) month period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. (h) Vacation and Sick Leave. During the Employment Term, the Executive shall be entitled to paid vacation and sick leave (without loss of pay) in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the twelve (12) month period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. (i) Restrictions. As of the Effective Date, all restrictions limiting the exercise, transferability or other incidents of ownership of any outstanding award, including but not limited to restricted stock, options, stock appreciation rights, or other property or rights of the Company granted to the Executive shall lapse, and such awards shall become fully vested and be held by the Executive free and clear of all such restrictions. This provision shall apply to all such property or rights notwithstanding the provisions of any other plan or agreement, unless the effect of the application of this provision to a particular right or property would result in the loss of favorable securities law treatment for participants under the plan pursuant to which the award was granted. 5. Termination of Employment. During the Employment Term, the Executive's employment hereunder may be terminated under the following circumstances: (a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Term. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Term (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 5 of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for one hundred eighty (180) consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative, provided if the parties are unable to agree, the parties shall request the Dean of the Medical College of Wisconsin to choose such physician. (b) Cause. The Company may terminate the Executive's employment for "Cause". A termination for Cause is a termination evidenced by a resolution adopted in good faith by a majority of the Board that the Executive (i) willfully, deliberately and continually failed to substantially perform his duties under Section 3, above (other than a failure resulting from the Executive's incapacity due to physical or mental illness) which failure constitutes gross misconduct, and results in and was intended to result in demonstrable material injury to the Company, monetary or otherwise, or (ii) committed acts of fraud and dishonesty constituting a felony, as determined by a final judgment or order of a court of competent jurisdiction, and resulting or intended to result in gain to or personal enrichment of the Executive at the Company's expense, provided, however, that no termination of the Executive's employment shall be for Cause as set forth in (i), above, until (a) Executive shall have had at least sixty (60) days to cure any conduct or act alleged to provide Cause for termination after a written notice of demand has been delivered to the Executive specifying in detail the manner in which the Executive's conduct violates this Agreement, and (b) the Executive shall have been provided an opportunity to be heard by the Board (with the assistance of the Executive's counsel if the Executive so desires). No act, or failure to act, on the Executive's part, shall be considered "willful" unless he has acted or failed to act in bad faith and without a reasonable belief that his action or failure to act was in the best interest of the Company. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after Notice of Termination is given by the Executive shall constitute Cause for purposes of this Agreement. (c) Good Reason. (1) The Executive may terminate his employment for Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence after a Change of Control of any of the events or conditions described in Subsections (i) through (vi) hereof: (i) A change in the Executive's status, title, position or responsibilities (including reporting responsibilities) which, in the Executive's reasonable judgment, does not represent a promotion from his status, title, position or responsibilities as in effect immediately prior thereto; the assignment to the Executive of any duties or responsibilities which, in the Executive's reasonable judgment, are inconsistent with his status, title, position or responsibilities in effect immediately prior to such assignment; or any removal of the Executive from or failure to reappoint or reelect him to any position, except in connection with the termination of his employment for Disability, Cause, as a result of his death or by the Executive other than for Good Reason; (ii) Any failure by the Company to comply with any of the provisions of Section 4 of this Agreement. (iii) The insolvency or the filing (by any party, including the Company) of a petition for bankruptcy of the Company; (iv) Any material breach by the Company of any provision of this Agreement; (v) Any purported termination of the Executive's employment for Cause by the Company which does not comply with the terms of Section 5 of this Agreement; and (vi) The failure of the Company to obtain an agreement, satisfactory to the Executive, from any successor or assign of the Company, to assume and agree to perform this Agreement, as contemplated in Section 10 hereof. (2) Any event or condition described in Section 5(c)(1) which occurs prior to the Effective Date but which the Executive reasonably demonstrates (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change of Control, or (ii) otherwise arose in connection with or in anticipation of a Change of Control, shall constitute Good Reason for purposes of this Agreement notwithstanding that it occurred prior to the Effective Date. (3) The Executive's right to terminate his employment pursuant to this Section 5(c) shall not be affected by his incapacity due to physical or mental illness. The Executive's continued employment or failure to give Notice of Termination shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. (4) For purposes of this Section 5(c), any good faith determination of Good Reason made by the Executive shall be conclusive. (d) Voluntary Termination. The Executive may voluntarily terminate his employment hereunder at any time. (e) Notice of Termination. Any purported termination by the Company or by the Executive (other than by death of the Executive) shall be communicated by Notice of Termination to the other. For purposes of this Agreement, a "Notice of Termination" shall mean a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated, and (iii) the Termination Date. For purposes of this Agreement, no such purported termination of employment shall be effective without such Notice of Termination. (f) Termination Date, etc. "Termination Date" shall mean in the case of the Executive's death, his date of death, or in all other cases, the date specified in the Notice of Termination subject to the following: (1) If the Executive's employment is terminated by the Company, the date specified in the Notice of Termination shall be at least thirty (30) days after the date the Notice of Termination is given to the Executive, provided, however, that in the case of Disability, the Executive shall not have returned to the full-time performance of his duties during such period of at least thirty (30) days; (2) If the Executive's employment is terminated for Good Reason, the date specified in the Notice of Termination shall not be more than sixty (60) days after the date the Notice of Termination is given to the Company; and (3) In the event that within thirty (30) days following the date of receipt of the Notice of Termination, one party notifies the other that a dispute exists concerning the basis for termination, the Executive's employment hereunder shall not be terminated except after the dispute is finally resolved and a Termination Date is determined either by a mutual written agreement of the parties, or by a binding and final judgment order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected). 6. Obligations of the Company Upon Termination. (a) Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Term, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) The Company shall pay to the Executive in a lump sum in cash within five (5) days after the Termination Date the aggregate of the following amounts: A. The sum of: (1) The Executive's Annual Base Salary through the Termination Date to the extent not theretofore paid; and (2) The product of (x) the higher of (I) the Recent Average Bonus and (II) the Annual Bonus paid or payable, including any amount deferred, (and annualized for any fiscal year consisting of less than twelve (12) full months or for which the Executive has been employed for less than twelve (12) full months) for the most recently completed fiscal year during the Employment Term, if any (such higher amount being referred to as the "Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days completed in the current fiscal year through the Termination Date, and the denominator of which is 365. The sum of the amounts described in Clauses (1) and (2) shall be hereinafter referred to as the "Accrued Obligations"; B. The amount equal to the product of (1) two and (2) the sum of (x) the Executive's Annual Base Salary (increased for this purpose by any Section 401(k) deferrals, cafeteria plan elections, or other deferrals that would have increased Executive's Annual Base Salary if paid in cash to Executive when earned) and (y) the Executive's Highest Annual Bonus; C. A separate lump-sum supplemental retirement benefit equal to the difference between (1) the actuarial equivalent (utilizing for this purpose the most favorable to the Executive actuarial assumptions and Company contribution history with respect to the applicable retirement plan, incentive plans, savings plans and other plans described in Section 4(c) (or any successor plan thereto) (the "Retirement Plans") during the twelve (12) month period immediately preceding the Effective Date) of the benefit payable under the Retirement Plans and any supplemental and/or excess retirement plan providing benefits for the Executive (the "SERP") which the Executive would receive if the Executive's employment continued for an additional two (2) years after the Termination Date with annual compensation equal to the sum of the Annual Base Salary and Highest Annual Bonus, assuming for this purpose that all accrued benefits and contributions are fully vested and that benefit accrual formulas and Company contributions are no less advantageous to the Executive than those in effect during the twelve (12) month period immediately preceding the Effective Date, and (2) the actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the Retirement Plans during the twelve (12) month period immediately preceding the Effective Date) of the Executive's actual benefit (paid or payable), if any, under the Retirement Plans and the SERP. For example, if there were a termination today this supplemental retirement benefit would be interpreted with respect to two plans in existence today as follows: (i) with respect to the Retirement Growth component of the retirement program of the Company, the Executive would receive two times eight percent (8%) (or sixteen percent (16%)) of the sum of the Executive's Annual Base Salary (determined in accordance with subsection C of Section 6(a)(i)) and the Executive's Highest Annual Bonus; and (ii) with respect to the Incentive Savings component of the retirement program of the Company, the Executive would receive two times the annual Company match of fifty percent (50%) of the Executive's maximum allowable contribution to the Plan assuming Executive's compensation is as set forth above; and D. The amount equal to the product of (i) two and (ii) the sum of (x) the imputed income reflected on Executive's W-2 attributable to the car provided to Executive by the Company or its affiliates for the last calendar year ending before the Effective Date and (y) the club dues for Executive paid by the Company or its affiliates attributable to such year. (ii) For twenty-four (24) months after the Termination Date, the Company shall continue to provide medical and dental benefits to the Executive and/or the Executive's family in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives who are active employees and their families as in effect from time to time thereafter; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other benefits under another employer provided plan, the medical and other benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that the aggregate coverage of the combined benefit plans is no less favorable to the Executive, in terms of amounts and deductibles and costs to him, than the coverage required hereunder. For purposes of determining eligibility of the Executive for retiree health insurance, the Executive shall be considered to have remained employed until the end of such twenty-four (24) month period and to have retired on the last day of such period. If the Executive would qualify at the end of such twenty-four (24) month period for retiree health insurance under the Company's plan guidelines as in existence on the Effective Date, the Company shall provide to the Executive and his or her spouse, for life, retiree health insurance, subsidized to at least the same percentage extent as under the Company's plan as in existence on the Effective Date. Such retiree health insurance shall provide medical benefits to the Executive and/or the Executive's spouse in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives who are active employees and their spouses as in effect from time to time thereafter; provided, however, that if the Executive and/or the Executive's spouse qualifies for coverage by Medicare or any successor program, the Company may require that the Executive and/or the Executive's spouse fully participate in Medicare and pay the premiums therefor personally. (iii) The Executive shall have the right to purchase the car provided to him by the Company or its affiliates during the twelve (12) month period immediately preceding the Effective Date, if applicable, (or a comparable car acceptable to the Executive if such car is no longer owned by the Company or its affiliates), at the book value thereof on the Termination Date, exercisable within thirty (30) days after the Termination Date; and if the car is not purchased, Executive shall return the car to the Company. (iv) For the twenty-four (24) month period after the Termination Date, the Company shall continue to provide group term life insurance (or comparable term coverage) in the same face amount and on substantially the same terms as in effect for the Executive just prior to the Effective Time. At the end of the twenty-four (24) month period, the Executive shall have any conversion rights as regards such coverage as are provided by law. (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive pursuant to this Agreement under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding anything herein contained to the contrary, the payments and benefits provided in this Section 6(a) (other than the Accrued Obligations) shall not be paid or provided to the Executive unless and until he executes a Complete and Permanent Release (the "Release") in the form attached hereto, and the applicable period for rescission of the Release has expired. The parties agree that the Release may be expanded to include any company acquiring the Company and its affiliates as "Released Parties," as defined in the Release. (b) Death. If the Executive's employment is terminated by reason of the Executive's death during the Employment Term, this Agreement shall terminate without further obligations to the Executive's legal representatives under this Agreement, except that the Company shall pay or provide the Accrued Obligations, six (6) months of Annual Base Salary, and the Other Benefits. The Accrued Obligations shall be paid to the Executive's estate or beneficiary, as applicable, in a lump sum in cash within thirty (30) days of the Termination Date. The six (6) months of Annual Base Salary shall be paid during the six (6) month period following the Termination Date on a monthly basis. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(b) shall include, and the Executive's family shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and any of its affiliated companies to surviving families of peer executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to family death benefits, if any, as in effect with respect to other peer executives and their families at any time during the twelve (12) month period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect on the date of the Executive's death with respect to other peer executives of the Company and its affiliated companies and their families. (c) Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Term, this Agreement shall terminate without further obligations to the Executive, except that the Company shall pay or provide the Accrued Obligations and the Other Benefits. The Accrued Obligations shall be paid to the Executive in a lump sum in cash within thirty (30) days of the Termination Date. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its affiliated companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the twelve (12) month period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies and their families. (d) Cause; Other Than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Term, or if the Executive voluntarily terminates employment during the Employment Term for other than Good Reason, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination and any other amounts earned or accrued through the Termination Date, in each case to the extent theretofore unpaid; provided that if Executive voluntarily terminates, Executive shall receive the benefits normally provided upon normal or early retirement with respect to other peer Executives and their families to the extent he qualifies therefore All salary or compensation hereunder shall be paid to the Executive in a lump sum in cash within thirty (30) days of the Date of Termination. (e) Delinquent Payments. If any of the payments referred to in this Section 6 are not paid within the time specified after the Termination Date (hereinafter a "Delinquent Payment"), in addition to such principal sum, the Company will pay to the Executive interest on all such Delinquent Payments computed at the prime rate as announced from time to time by M&I Marshall & Ilsley Bank, or its successor, compounded monthly. Notwithstanding the foregoing, no interest shall be due and owing as regards payments which are delayed because of Executive's failure to execute the Release or the recission thereof. (f) Vacation Pay. In consideration of all payments made by the Company to the Executive pursuant to this Agreement, the Executive hereby waives any claim he may have for accrued and unpaid vacation pay as of the Termination Date. 7. No Mitigation. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced (except to the extent set forth in Section 6(a)(ii)) whether or not the Executive obtains other employment. 8. Excise Tax Payments. (a) If any payment or distribution to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company (a "Payment" or "Payments"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any interest and penalties, are collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains, or has paid to the taxing authority on his behalf, an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing, no Gross-Up Payment will be made to the Executive if reducing the amount paid to the Executive under Section 6(a)(i)(B) of this Agreement by $50,000 or less would avoid the application of the Excise Tax. (b) A determination shall be made as to whether and when a Gross-Up Payment is required pursuant to this Section 8 and the amount of such Gross-Up Payment, such determination to be made within fifteen (15) business days of the Termination Date, or such other time as reasonably requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax). Such determination shall be made by a national independent accounting firm selected by the Executive (the "Accounting Firm"). All fees, costs and expenses (including, but not limited to, the cost of retaining experts) of the Accounting Firm shall be borne by the Company and the Company shall pay such fees, costs and expenses as they become due. The Accounting Firm shall provide detailed supporting calculations, acceptable to the Executive, both to the Company and the Executive. The Gross-Up Payment, if any, as determined pursuant to this Section 8(b) shall be paid by the Company to the Executive or paid by the Company on behalf of the Executive to the applicable government taxing authorities by means of payroll tax withholding if required by law or if timely requested by the Executive when payment of all or any portion of the Excise Tax is due. If the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an unqualified opinion that no Excise Tax will be imposed with respect to any such Payment or Payments. Any such initial determination by the Accounting Firm of the Gross-Up Payment shall be binding upon the Company and the Executive subject to the application of Section 8(c). (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an "Overpayment") or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an "Underpayment"). An Underpayment shall be deemed to have occurred upon notice (formal or informal) to the Executive from any governmental taxing authority that the tax liability of the Executive (whether in respect of the then current taxable year of the Executive or in respect of any prior taxable year of the Executive) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment. An Overpayment shall be deemed to have occurred upon a "Final Determination" (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments with respect to which the Executive had previously received a Gross-Up Payment. A Final Determination shall be deemed to have occurred when the Executive has received from the applicable governmental taxing authority a refund of taxes or other reduction in his tax liability by reason of the Overpayment and upon either (i) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (ii) the expiration of the statute of limitations with respect to the Executive's applicable tax return. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall pay to the Executive at least five (5) business days prior to the date on which the applicable governmental taxing authority has requested payment, an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties imposed on the Underpayment. If an Overpayment occurs, the amount of the Overpayment shall be treated as a loan by the Company to the Executive and the Executive shall, within ten (10) business days of the occurrence of such Overpayment, pay to the Company the amount of the Overpayment plus interest at an annual rate equal to the rate provided for in Section 1274(b)(2)(B) of the Code from the date the Gross-Up Payment (to which the Overpayment relates) was paid to the Executive. (d) If no Gross-Up Payment is made because reducing the Payments to the Executive under Section 6(a)(i)(B) of this Agreement by $50,000 or less would avoid the application of the Excise Tax, then the amount paid to the Executive under Section 6(a)(i)(B) of this Agreement shall be reduced by the amount necessary to avoid the Excise Tax; provided, however, the reduction will only be made if doing so would result in the Executive retaining more after-tax than if the reduction were not made. 9. Unauthorized Disclosure. During the term of the Executive's employment with the Company, and during the two-year period following the Termination Date, the Executive shall not make any Unauthorized Disclosure. For purposes of this Agreement, "Unauthorized Disclosure" shall mean disclosure by the Executive without the consent of the Board to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company or as may be legally required, of any confidential information obtained by the Executive while in the employ of the Company (including, but not limited to, any confidential information with respect to any of the Company's customers or methods of operation) the disclosure of which he knows or has reason to believe will be materially injurious to the Company; provided, however, that such term shall not include the use or disclosure by the Executive, without consent, of any information known generally to the public (other than as a result of disclosure by him in violation of this Section 9) or any information not otherwise considered confidential by a reasonable person engaged in the same business as that conducted by the Company. Notwithstanding the foregoing, the Executive's obligation hereunder not to make any Unauthorized Disclosure shall continue after the end of the two-year period following his termination of employment with the Company as regards any information which is a trade secret as defined in Section 134.90 of the Wisconsin Statutes. In no event shall an asserted violation of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. 10. Successors and Assigns. (a) This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns and the Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. The term "Company" as used herein shall include such successors and assigns. The term "successors and assigns" as used herein shall mean a corporation or other entity acquiring all or substantially all the assets and business of the Company (including this Agreement) whether by operation of law or otherwise. (b) Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive, his beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representative. 11. Fees and Expenses. From and after the Effective Date, the Company shall pay all legal fees and related expenses (including the costs of experts, evidence and counsel) reasonably incurred by the Executive as they become due as a result of (i) the Executive's termination of employment (including all such fees and expenses, if any, incurred in contesting or disputing any such termination of employment), (ii) the Executive's hearing before the Board as contemplated in Section 5(b) of this Agreement or (iii) the Executive's seeking to obtain or enforce any right or benefit provided by this Agreement or by any other plan or arrangement maintained by the Company under which the Executive is or may be entitled to receive benefits. 12. Notice. For the purposes of this Agreement, notices and all other communications provided for in the Agreement (including the Notice of Termination) shall be in writing and shall be deemed to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, if to the Company, to Marshall & Ilsley Corporation, 770 North Water Street, Milwaukee, Wisconsin 53202, or if to Executive, to the address set forth below Executive's signature, or to such other address as the party may be notified, provided that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company. All notices and communications shall be deemed to have been received on the date of delivery thereof or on the third business day after the mailing thereof, except that notice of change of address shall be effective only upon receipt. 13. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its subsidiaries for which the Executive may qualify. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company or any of its subsidiaries shall be payable in accordance with such plan or program, except as explicitly modified by this Agreement. 14. Settlement of Claims. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others. 15. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. 16. Employment. The Executive and the Company acknowledge that the employment of the Executive by the Company is "at will" and prior to the Effective Date, may be terminated by either the Executive or the Company at any time. Moreover, if prior to the Effective Date, the Executive's employment with the company terminates, the Executive shall have no further rights under this Agreement. 17. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Wisconsin without giving effect to the conflict of law principles thereof. 18. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. 19. Headings. The headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement. 20. Modification. No provision of this Agreement may be modified or amended unless such modification or amendment is agreed to in writing signed by both the Executive and the Company. 21. Withholding. The Company shall be entitled to withhold from amounts paid to the Executive hereunder any federal, estate or local withholding or other taxes or charges which it is, from time to time, required to withhold. The Company shall be entitled to rely on an opinion of counsel if any question as to the amount or requirement of any such withholding shall arise. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Executive has executed this Agreement as of the day and year first above written. MARSHALL & ILSLEY CORPORATION By: /s/ Dennis J. Kuester ------------------------------ Dennis J. Kuester, Chief Executive Officer ATTEST: /s/ Randall J. Erickson - ------------------------------ Randall J. Erickson, Secretary EXECUTIVE: /s/ Nancy A. Maas ---------------------------- Nancy A. Maas Address: ---------------------------- ---------------------------- MW2yrchangec EX-10 5 ex102_06-02.txt EXHIBIT 10.2 OF FORM 10-Q DATED 06/30/2002 Exhibit 10.2 CHANGE OF CONTROL AGREEMENT --------------------------- THIS AGREEMENT, entered into as of the 31st day of May, 2002, by and between MARSHALL & ILSLEY CORPORATION (the "Company"), and Randall J. Erickson (the "Executive") (hereinafter collectively referred to as "the parties"). W I T N E S S E T H : WHEREAS, the Board of Directors of the Company (the "Board") recognizes that the possibility of a Change of Control (as hereinafter defined in Section 2) exists and that the threat of or the occurrence of a Change of Control can result in significant distractions of its key management personnel because of the uncertainties inherent in such a situation; and WHEREAS, the Board has determined that it is essential and in the best interest of the Company and its shareholders to retain the services of the Executive in the event of a threat or occurrence of a Change of Control and to ensure his continued dedication and efforts in such event without undue concern for his personal financial and employment security; and WHEREAS, in order to induce the Executive to remain in the employ of the Company, particularly in the event of a threat of or the occurrence of a Change of Control, the Company desires to enter into this Agreement with the Executive. NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows: 1. Employment Term. (a) The "Employment Term" shall commence on the first date during the Protected Period (as defined in Section 1(c), below) on which a Change of Control (as defined in Section 2, below) occurs (the "Effective Date") and shall expire on the second anniversary of the Effective Date; provided, however, that at the end of each day of the Employment Term the Employment Term shall automatically be extended for one (1) day unless either the Company or the Executive shall have given written notice to the other at least thirty (30) days prior thereto that the Employment Term shall not be so extended. (b) Notwithstanding anything contained in this Agreement to the contrary, if the Executive's employment is terminated prior to the Effective Date and the Executive reasonably demonstrates that such termination (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change of Control, or (ii) otherwise occurred in connection with or in anticipation of a Change of Control, then for all purposes of this Agreement, the Effective Date shall mean the date immediately prior to the date of such termination of the Executive's employment. (c) For purposes of this Agreement, the "Protected Period" shall be the two (2) year period commencing on the date hereof; provided, however, that at the end of each day the Protected Period shall be automatically extended for one (1) day unless at least thirty (30) days prior thereto the Company shall have given written notice to the Executive that the Protected Period shall not be so extended; and provided, further, that notwithstanding any such notice by the Company not to extend, the Protected Period shall not end if prior to the expiration thereof any third party has indicated an intention or taken steps reasonably calculated to effect a Change of Control, in which event the Protected Period shall end only after such third party publicly announces that it has abandoned all efforts to effect a Change of Control. 2. Change of Control. For purposes of this Agreement, a "Change of Control" shall mean the first to occur of the following: (a) The acquisition by any individual, entity or "group" (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty-three percent (33%) or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions of common stock shall not constitute a Change of Control: (i) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege or by one person or a group of persons acting in concert), (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a reorganization, merger, statutory share exchange or consolidation which would not be a Change of Control under subsection (c) of this Section 2; or (b) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened "election contest" or other actual or threatened "solicitation" (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) of proxies or consents by or on behalf of a person other than the Incumbent Board; or (c) Consummation of a reorganization, merger, statutory share exchange or consolidation, unless, following such reorganization, merger, statutory share exchange or consolidation, (i) more than two-thirds (2/3) of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger, statutory share exchange or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger, statutory share exchange or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, statutory share exchange or consolidation, (ii) no person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such reorganization, merger, statutory share exchange or consolidation and any person beneficially owning, immediately prior to such reorganization, merger, statutory share exchange or consolidation, directly or indirectly, thirty-three percent (33%) or more of the Outstanding Company Common Stock or Outstanding Voting Securities, as the case may be) beneficially owns, directly or indirectly, thirty-three percent (33%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger, statutory share exchange or consolidation or the combined voting power of the then outstanding voting securities of such corporation, entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger, statutory share exchange or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (d) Consummation of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition, (A) more than two-thirds (2/3) of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no person (excluding the Company and any employee benefit plan (or related trust) of the Company or such corporation and any person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, thirty-three percent (33%) or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, thirty-three percent (33%) or more of, respectively, the then outstanding shares of common stock of such corporation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company. 3. Employment. (a) Subject to the provisions of Section 3, hereof, the Company agrees to continue to employ the Executive and the Executive agrees to remain in the employ of the Company during the Employment Term. During the Employment Term, the Executive shall be employed in such executive capacity as may be mutually agreed to by the parties. During the Employment Term, Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held or assigned at any time during the twelve (12) month period immediately preceding the Effective Date, and Executive's services shall be performed at the location where Executive was employed immediately preceding the Effective Date or at any office or location less than thirty-five (35) miles from such location, unless mutually agreed to in writing by the parties. (b) Excluding periods of vacation and sick leave to which the Executive is entitled, during the Employment Term the Executive agrees to devote full time attention to the business and affairs of the Company to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, provided that the Executive may take reasonable amounts of time to (i) serve on corporate, civil or charitable boards or committees, and (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, if such activities do not significantly interfere with the performance of the Executive's responsibilities hereunder. It is expressly understood and agreed that to the extent any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of Executive's responsibilities hereunder. 4. Compensation. (a) Base Salary. During the Employment Term, the Executive shall receive an annual base salary ("Annual Base Salary"), which shall be paid at a monthly rate, at least equal to twelve (12) times the highest monthly base salary paid or payable to the Executive by the Company and its affiliated companies in respect of the twelve (12) month period immediately preceding the month in which the Effective Date occurs, including any amounts which were deferred under any plans of the Company and its affiliated companies. During the Employment Term, the Annual Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be substantially consistent with increases in base salary generally awarded in the ordinary course of business to other peer executives of the Company and its affiliated companies. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term "affiliated companies" shall include any company controlled by, controlling or under common control with the Company. (b) Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Term, an annual bonus (the "Annual Bonus") in cash at least equal to the average annualized (for any fiscal year consisting of less than twelve (12) full months or with respect to which the Executive has been employed by the Company for less than twelve (12) full months) bonuses paid or payable, including any amounts which were deferred under any plans of the Company and its affiliated companies, to the Executive by the Company and its affiliated companies in respect of the three (3) fiscal years immediately preceding the fiscal year in which the Effective Date occurs (the "Recent Average Bonus"). Each such Annual Bonus shall be paid no later than seventy-five (75) days after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus under any plan or arrangement of the Company allowing therefor. (c) Incentive, Savings and Retirement Plans. During the Employment Term, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the twelve (12) month period immediately preceding the Effective Date, or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies. (d) Benefit Plans. During the Employment Term, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription drug, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies and their families; but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive and his family at any time during the twelve (12) month period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies and their families. (e) Expenses. During the Employment Term, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at any time during the twelve (12) month period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. (f) Fringe Benefits. During the Employment Term, the Executive shall be entitled to fringe benefits (including but not limited to Company cars, club dues and physical examinations) in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for the Executive at any time during the twelve (12) month period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. (g) Office and Support Staff. During the Employment Term, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, in accordance with the most favorable of the foregoing provided to the Executive by the Company and its affiliated companies at any time during the twelve (12) month period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. (h) Vacation and Sick Leave. During the Employment Term, the Executive shall be entitled to paid vacation and sick leave (without loss of pay) in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during the twelve (12) month period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies. (i) Restrictions. As of the Effective Date, all restrictions limiting the exercise, transferability or other incidents of ownership of any outstanding award, including but not limited to restricted stock, options, stock appreciation rights, or other property or rights of the Company granted to the Executive shall lapse, and such awards shall become fully vested and be held by the Executive free and clear of all such restrictions. This provision shall apply to all such property or rights notwithstanding the provisions of any other plan or agreement, unless the effect of the application of this provision to a particular right or property would result in the loss of favorable securities law treatment for participants under the plan pursuant to which the award was granted. 5. Termination of Employment. During the Employment Term, the Executive's employment hereunder may be terminated under the following circumstances: (a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Term. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Term (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 5 of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for one hundred eighty (180) consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative, provided if the parties are unable to agree, the parties shall request the Dean of the Medical College of Wisconsin to choose such physician. (b) Cause. The Company may terminate the Executive's employment for "Cause". A termination for Cause is a termination evidenced by a resolution adopted in good faith by a majority of the Board that the Executive (i) willfully, deliberately and continually failed to substantially perform his duties under Section 3, above (other than a failure resulting from the Executive's incapacity due to physical or mental illness) which failure constitutes gross misconduct, and results in and was intended to result in demonstrable material injury to the Company, monetary or otherwise, or (ii) committed acts of fraud and dishonesty constituting a felony, as determined by a final judgment or order of a court of competent jurisdiction, and resulting or intended to result in gain to or personal enrichment of the Executive at the Company's expense, provided, however, that no termination of the Executive's employment shall be for Cause as set forth in (i), above, until (a) Executive shall have had at least sixty (60) days to cure any conduct or act alleged to provide Cause for termination after a written notice of demand has been delivered to the Executive specifying in detail the manner in which the Executive's conduct violates this Agreement, and (b) the Executive shall have been provided an opportunity to be heard by the Board (with the assistance of the Executive's counsel if the Executive so desires). No act, or failure to act, on the Executive's part, shall be considered "willful" unless he has acted or failed to act in bad faith and without a reasonable belief that his action or failure to act was in the best interest of the Company. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after Notice of Termination is given by the Executive shall constitute Cause for purposes of this Agreement. (c) Good Reason. (1) The Executive may terminate his employment for Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence after a Change of Control of any of the events or conditions described in Subsections (i) through (vi) hereof: (i) A change in the Executive's status, title, position or responsibilities (including reporting responsibilities) which, in the Executive's reasonable judgment, does not represent a promotion from his status, title, position or responsibilities as in effect immediately prior thereto; the assignment to the Executive of any duties or responsibilities which, in the Executive's reasonable judgment, are inconsistent with his status, title, position or responsibilities in effect immediately prior to such assignment; or any removal of the Executive from or failure to reappoint or reelect him to any position, except in connection with the termination of his employment for Disability, Cause, as a result of his death or by the Executive other than for Good Reason; (ii) Any failure by the Company to comply with any of the provisions of Section 4 of this Agreement. (iii) The insolvency or the filing (by any party, including the Company) of a petition for bankruptcy of the Company; (iv) Any material breach by the Company of any provision of this Agreement; (v) Any purported termination of the Executive's employment for Cause by the Company which does not comply with the terms of Section 5 of this Agreement; and (vi) The failure of the Company to obtain an agreement, satisfactory to the Executive, from any successor or assign of the Company, to assume and agree to perform this Agreement, as contemplated in Section 10 hereof. (2) Any event or condition described in Section 5(c)(1) which occurs prior to the Effective Date but which the Executive reasonably demonstrates (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change of Control, or (ii) otherwise arose in connection with or in anticipation of a Change of Control, shall constitute Good Reason for purposes of this Agreement notwithstanding that it occurred prior to the Effective Date. (3) The Executive's right to terminate his employment pursuant to this Section 5(c) shall not be affected by his incapacity due to physical or mental illness. The Executive's continued employment or failure to give Notice of Termination shall not constitute consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason hereunder. (4) For purposes of this Section 5(c), any good faith determination of Good Reason made by the Executive shall be conclusive. (d) Voluntary Termination. The Executive may voluntarily terminate his employment hereunder at any time. (e) Notice of Termination. Any purported termination by the Company or by the Executive (other than by death of the Executive) shall be communicated by Notice of Termination to the other. For purposes of this Agreement, a "Notice of Termination" shall mean a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated, and (iii) the Termination Date. For purposes of this Agreement, no such purported termination of employment shall be effective without such Notice of Termination. (f) Termination Date, etc. "Termination Date" shall mean in the case of the Executive's death, his date of death, or in all other cases, the date specified in the Notice of Termination subject to the following: (1) If the Executive's employment is terminated by the Company, the date specified in the Notice of Termination shall be at least thirty (30) days after the date the Notice of Termination is given to the Executive, provided, however, that in the case of Disability, the Executive shall not have returned to the full-time performance of his duties during such period of at least thirty (30) days; (2) If the Executive's employment is terminated for Good Reason, the date specified in the Notice of Termination shall not be more than sixty (60) days after the date the Notice of Termination is given to the Company; and (3) In the event that within thirty (30) days following the date of receipt of the Notice of Termination, one party notifies the other that a dispute exists concerning the basis for termination, the Executive's employment hereunder shall not be terminated except after the dispute is finally resolved and a Termination Date is determined either by a mutual written agreement of the parties, or by a binding and final judgment order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected). 6. Obligations of the Company Upon Termination. (a) Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Term, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason: (i) The Company shall pay to the Executive in a lump sum in cash within five (5) days after the Termination Date the aggregate of the following amounts: A. The sum of: (1) The Executive's Annual Base Salary through the Termination Date to the extent not theretofore paid; and (2) The product of (x) the higher of (I) the Recent Average Bonus and (II) the Annual Bonus paid or payable, including any amount deferred, (and annualized for any fiscal year consisting of less than twelve (12) full months or for which the Executive has been employed for less than twelve (12) full months) for the most recently completed fiscal year during the Employment Term, if any (such higher amount being referred to as the "Highest Annual Bonus".) and (y) a fraction, the numerator of which is the number of days completed in the current fiscal year through the Termination Date, and the denominator of which is 365. The sum of the amounts described in Clauses (1) and (2) shall be hereinafter referred to as the "Accrued Obligations"; B. The amount equal to the product of (1) two and (2) the sum of (x) the Executive's Annual Base Salary (increased for this purpose by any Section 401(k) deferrals, cafeteria plan elections, or other deferrals that would have increased Executive's Annual Base Salary if paid in cash to Executive when earned) and (y) the Executive's Highest Annual Bonus; C. A separate lump-sum supplemental retirement benefit equal to the difference between (1) the actuarial equivalent (utilizing for this purpose the most favorable to the Executive actuarial assumptions and Company contribution history with respect to the applicable retirement plan, incentive plans, savings plans and other plans described in Section 4(c) (or any successor plan thereto) (the "Retirement Plans") during the twelve (12) month period immediately preceding the Effective Date) of the benefit payable under the Retirement Plans and any supplemental and/or excess retirement plan providing benefits for the Executive (the "SERP") which the Executive would receive if the Executive's employment continued for an additional two (2) years after the Termination Date with annual compensation equal to the sum of the Annual Base Salary and Highest Annual Bonus, assuming for this purpose that all accrued benefits and contributions are fully vested and that benefit accrual formulas and Company contributions are no less advantageous to the Executive than those in effect during the twelve (12) month period immediately preceding the Effective Date, and (2) the actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the Retirement Plans during the twelve (12) month period immediately preceding the Effective Date) of the Executive's actual benefit (paid or payable), if any, under the Retirement Plans and the SERP. For example, if there were a termination today this supplemental retirement benefit would be interpreted with respect to two plans in existence today as follows: (i) with respect to the Retirement Growth component of the retirement program of the Company, the Executive would receive two times eight percent (8%) (or sixteen percent (16%)) of the sum of the Executive's Annual Base Salary (determined in accordance with subsection C of Section 6(a)(i)) and the Executive's Highest Annual Bonus; and (ii) with respect to the Incentive Savings component of the retirement program of the Company, the Executive would receive two times the annual Company match of fifty percent (50%) of the Executive's maximum allowable contribution to the Plan assuming Executive's compensation is as set forth above; and D. The amount equal to the product of (i) two and (ii) the sum of (x) the imputed income reflected on Executive's W-2 attributable to the car provided to Executive by the Company or its affiliates for the last calendar year ending before the Effective Date and (y) the club dues for Executive paid by the Company or its affiliates attributable to such year. (ii) For twenty-four (24) months after the Termination Date, the Company shall continue to provide medical and dental benefits to the Executive and/or the Executive's family in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives who are active employees and their families as in effect from time to time thereafter; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other benefits under another employer provided plan, the medical and other benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility, provided that the aggregate coverage of the combined benefit plans is no less favorable to the Executive, in terms of amounts and deductibles and costs to him, than the coverage required hereunder. For purposes of determining eligibility of the Executive for retiree health insurance, the Executive shall be considered to have remained employed until the end of such twenty-four (24) month period and to have retired on the last day of such period. If the Executive would qualify at the end of such twenty-four (24) month period for retiree health insurance under the Company's plan guidelines as in existence on the Effective Date, the Company shall provide to the Executive and his or her spouse, for life, retiree health insurance, subsidized to at least the same percentage extent as under the Company's plan as in existence on the Effective Date. Such retiree health insurance shall provide medical benefits to the Executive and/or the Executive's spouse in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives who are active employees and their spouses as in effect from time to time thereafter; provided, however, that if the Executive and/or the Executive's spouse qualifies for coverage by Medicare or any successor program, the Company may require that the Executive and/or the Executive's spouse fully participate in Medicare and pay the premiums therefor personally. (iii) The Executive shall have the right to purchase the car provided to him by the Company or its affiliates during the twelve (12) month period immediately preceding the Effective Date, if applicable, (or a comparable car acceptable to the Executive if such car is no longer owned by the Company or its affiliates), at the book value thereof on the Termination Date, exercisable within thirty (30) days after the Termination Date; and if the car is not purchased, Executive shall return the car to the Company. (iv) For the twenty-four (24) month period after the Termination Date, the Company shall continue to provide group term life insurance (or comparable term coverage) in the same face amount and on substantially the same terms as in effect for the Executive just prior to the Effective Time. At the end of the twenty-four (24) month period, the Executive shall have any conversion rights as regards such coverage as are provided by law. (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive pursuant to this Agreement under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"). Notwithstanding anything herein contained to the contrary, the payments and benefits provided in this Section 6(a) (other than the Accrued Obligations) shall not be paid or provided to the Executive unless and until he executes a Complete and Permanent Release (the "Release") in the form attached hereto, and the applicable period for rescission of the Release has expired. The parties agree that the Release may be expanded to include any company acquiring the Company and its affiliates as "Released Parties," as defined in the Release. (b) Death. If the Executive's employment is terminated by reason of the Executive's death during the Employment Term, this Agreement shall terminate without further obligations to the Executive's legal representatives under this Agreement, except that the Company shall pay or provide the Accrued Obligations, six (6) months of Annual Base Salary, and the Other Benefits. The Accrued Obligations shall be paid to the Executive's estate or beneficiary, as applicable, in a lump sum in cash within thirty (30) days of the Termination Date. The six (6) months of Annual Base Salary shall be paid during the six (6) month period following the Termination Date on a monthly basis. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(b) shall include, and the Executive's family shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and any of its affiliated companies to surviving families of peer executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to family death benefits, if any, as in effect with respect to other peer executives and their families at any time during the twelve (12) month period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect on the date of the Executive's death with respect to other peer executives of the Company and its affiliated companies and their families. (c) Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Term, this Agreement shall terminate without further obligations to the Executive, except that the Company shall pay or provide the Accrued Obligations and the Other Benefits. The Accrued Obligations shall be paid to the Executive in a lump sum in cash within thirty (30) days of the Termination Date. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its affiliated companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the twelve (12) month period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated companies and their families. (d) Cause; Other Than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Term, or if the Executive voluntarily terminates employment during the Employment Term for other than Good Reason, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination and any other amounts earned or accrued through the Termination Date, in each case to the extent theretofore unpaid; provided that if Executive voluntarily terminates, Executive shall receive the benefits normally provided upon normal or early retirement with respect to other peer Executives and their families to the extent he qualifies therefore All salary or compensation hereunder shall be paid to the Executive in a lump sum in cash within thirty (30) days of the Date of Termination. (e) Delinquent Payments. If any of the payments referred to in this Section 6 are not paid within the time specified after the Termination Date (hereinafter a "Delinquent Payment"), in addition to such principal sum, the Company will pay to the Executive interest on all such Delinquent Payments computed at the prime rate as announced from time to time by M&I Marshall & Ilsley Bank, or its successor, compounded monthly. Notwithstanding the foregoing, no interest shall be due and owing as regards payments which are delayed because of Executive's failure to execute the Release or the recission thereof. (f) Vacation Pay. In consideration of all payments made by the Company to the Executive pursuant to this Agreement, the Executive hereby waives any claim he may have for accrued and unpaid vacation pay as of the Termination Date. 7. No Mitigation. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced (except to the extent set forth in Section 6(a)(ii)) whether or not the Executive obtains other employment. 8. Excise Tax Payments. (a) If any payment or distribution to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company (a "Payment" or "Payments"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any interest and penalties, are collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains, or has paid to the taxing authority on his behalf, an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing, no Gross-Up Payment will be made to the Executive if reducing the amount paid to the Executive under Section 6(a)(i)(B) of this Agreement by $50,000 or less would avoid the application of the Excise Tax. (b) A determination shall be made as to whether and when a Gross-Up Payment is required pursuant to this Section 8 and the amount of such Gross-Up Payment, such determination to be made within fifteen (15) business days of the Termination Date, or such other time as reasonably requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax). Such determination shall be made by a national independent accounting firm selected by the Executive (the "Accounting Firm"). All fees, costs and expenses (including, but not limited to, the cost of retaining experts) of the Accounting Firm shall be borne by the Company and the Company shall pay such fees, costs and expenses as they become due. The Accounting Firm shall provide detailed supporting calculations, acceptable to the Executive, both to the Company and the Executive. The Gross-Up Payment, if any, as determined pursuant to this Section 8(b) shall be paid by the Company to the Executive or paid by the Company on behalf of the Executive to the applicable government taxing authorities by means of payroll tax withholding if required by law or if timely requested by the Executive when payment of all or any portion of the Excise Tax is due. If the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an unqualified opinion that no Excise Tax will be imposed with respect to any such Payment or Payments. Any such initial determination by the Accounting Firm of the Gross-Up Payment shall be binding upon the Company and the Executive subject to the application of Section 8(c). (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an "Overpayment") or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an "Underpayment"). An Underpayment shall be deemed to have occurred upon notice (formal or informal) to the Executive from any governmental taxing authority that the tax liability of the Executive (whether in respect of the then current taxable year of the Executive or in respect of any prior taxable year of the Executive) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment. An Overpayment shall be deemed to have occurred upon a "Final Determination" (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments with respect to which the Executive had previously received a Gross-Up Payment. A Final Determination shall be deemed to have occurred when the Executive has received from the applicable governmental taxing authority a refund of taxes or other reduction in his tax liability by reason of the Overpayment and upon either (i) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (ii) the expiration of the statute of limitations with respect to the Executive's applicable tax return. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall pay to the Executive at least five (5) business days prior to the date on which the applicable governmental taxing authority has requested payment, an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties imposed on the Underpayment. If an Overpayment occurs, the amount of the Overpayment shall be treated as a loan by the Company to the Executive and the Executive shall, within ten (10) business days of the occurrence of such Overpayment, pay to the Company the amount of the Overpayment plus interest at an annual rate equal to the rate provided for in Section 1274(b)(2)(B) of the Code from the date the Gross-Up Payment (to which the Overpayment relates) was paid to the Executive. (d) If no Gross-Up Payment is made because reducing the Payments to the Executive under Section 6(a)(i)(B) of this Agreement by $50,000 or less would avoid the application of the Excise Tax, then the amount paid to the Executive under Section 6(a)(i)(B) of this Agreement shall be reduced by the amount necessary to avoid the Excise Tax; provided, however, the reduction will only be made if doing so would result in the Executive retaining more after-tax than if the reduction were not made. 9. Unauthorized Disclosure. During the term of the Executive's employment with the Company, and during the two-year period following the Termination Date, the Executive shall not make any Unauthorized Disclosure. For purposes of this Agreement, "Unauthorized Disclosure" shall mean disclosure by the Executive without the consent of the Board to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company or as may be legally required, of any confidential information obtained by the Executive while in the employ of the Company (including, but not limited to, any confidential information with respect to any of the Company's customers or methods of operation) the disclosure of which he knows or has reason to believe will be materially injurious to the Company; provided, however, that such term shall not include the use or disclosure by the Executive, without consent, of any information known generally to the public (other than as a result of disclosure by him in violation of this Section 9) or any information not otherwise considered confidential by a reasonable person engaged in the same business as that conducted by the Company. Notwithstanding the foregoing, the Executive's obligation hereunder not to make any Unauthorized Disclosure shall continue after the end of the two-year period following his termination of employment with the Company as regards any information which is a trade secret as defined in Section 134.90 of the Wisconsin Statutes. In no event shall an asserted violation of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. 10. Successors and Assigns. (a) This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns and the Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. The term "Company" as used herein shall include such successors and assigns. The term "successors and assigns" as used herein shall mean a corporation or other entity acquiring all or substantially all the assets and business of the Company (including this Agreement) whether by operation of law or otherwise. (b) Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive, his beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representative. 11. Fees and Expenses. From and after the Effective Date, the Company shall pay all legal fees and related expenses (including the costs of experts, evidence and counsel) reasonably incurred by the Executive as they become due as a result of (i) the Executive's termination of employment (including all such fees and expenses, if any, incurred in contesting or disputing any such termination of employment), (ii) the Executive's hearing before the Board as contemplated in Section 5(b) of this Agreement or (iii) the Executive's seeking to obtain or enforce any right or benefit provided by this Agreement or by any other plan or arrangement maintained by the Company under which the Executive is or may be entitled to receive benefits. 12. Notice. For the purposes of this Agreement, notices and all other communications provided for in the Agreement (including the Notice of Termination) shall be in writing and shall be deemed to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, if to the Company, to Marshall & Ilsley Corporation, 770 North Water Street, Milwaukee, Wisconsin 53202, or if to Executive, to the address set forth below Executive's signature, or to such other address as the party may be notified, provided that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company. All notices and communications shall be deemed to have been received on the date of delivery thereof or on the third business day after the mailing thereof, except that notice of change of address shall be effective only upon receipt. 13. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its subsidiaries for which the Executive may qualify. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company or any of its subsidiaries shall be payable in accordance with such plan or program, except as explicitly modified by this Agreement. 14. Settlement of Claims. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others. 15. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. 16. Employment. The Executive and the Company acknowledge that the employment of the Executive by the Company is "at will" and prior to the Effective Date, may be terminated by either the Executive or the Company at any time. Moreover, if prior to the Effective Date, the Executive's employment with the company terminates, the Executive shall have no further rights under this Agreement. 17. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Wisconsin without giving effect to the conflict of law principles thereof. 18. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. 19. Headings. The headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement. 20. Modification. No provision of this Agreement may be modified or amended unless such modification or amendment is agreed to in writing signed by both the Executive and the Company. 21. Withholding. The Company shall be entitled to withhold from amounts paid to the Executive hereunder any federal, estate or local withholding or other taxes or charges which it is, from time to time, required to withhold. The Company shall be entitled to rely on an opinion of counsel if any question as to the amount or requirement of any such withholding shall arise. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Executive has executed this Agreement as of the day and year first above written. MARSHALL & ILSLEY CORPORATION By: /s/ James B. Wigdale ------------------------------ James B. Wigdale, Chairman ATTEST: /s/ Dennis J. Kuester - ------------------------------------------ Dennis J. Kuester, Chief Executive Officer EXECUTIVE: /s/ Randall J. Erickson ------------------------------ Randall J. Erickson Address: ------------------------------ ------------------------------ MW2yrchangec EX-12 6 ex12_06-02.txt EXHIBIT 12 OF FORM 10-Q DATED 06/30/2002 EXHIBIT 12 MARSHALL & ILSLEY CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES ($000's)
Six Months Ended Years Ended December 31, June 30, --------------------------------------------------------------- 2002 2001 2000 1999 1998 1997 ----------- ----------- ----------- ----------- ----------- ----------- Earnings: Earnings before income taxes, extraordinary items and cumulative effect of changes in accounting principles $ 349,635 $ 501,045 $ 470,350 $ 527,939 $ 465,285 $ 388,172 Fixed charges, excluding interest on deposits 146,772 321,059 321,812 222,172 206,546 175,609 ----------- ----------- ----------- ----------- ----------- ----------- Earnings including fixed charges but excluding interest on deposits 496,407 822,104 792,162 750,111 671,831 563,781 Interest on deposits 144,318 566,899 772,016 585,864 564,540 460,418 ----------- ----------- ----------- ----------- ----------- ----------- Earnings including fixed charges and interest on deposits $ 640,725 $ 1,389,003 $ 1,564,178 $ 1,335,975 $ 1,236,371 $ 1,024,199 =========== =========== =========== =========== =========== =========== Fixed Charges: Interest Expense: Short-term borrowings $ 76,659 $ 188,587 $ 224,187 $ 142,294 $ 126,624 $ 111,193 Long-term borrowings 59,298 110,842 78,773 63,145 66,810 54,175 One-third of rental expense for all operating leases (the amount deemed representative of the interest factor) 10,815 21,630 18,852 16,733 13,112 10,241 ----------- ----------- ----------- ----------- ----------- ----------- Fixed charges excluding interest on deposits 146,772 321,059 321,812 222,172 206,546 175,609 Interest on deposits 144,318 566,899 772,016 585,864 564,540 460,418 ----------- ----------- ----------- ----------- ----------- ----------- Fixed charges including interest on deposits $ 291,090 $ 887,958 $ 1,093,828 $ 808,036 $ 771,086 $ 636,027 =========== =========== =========== =========== =========== =========== Ratio of Earnings to Fixed Charges: Excluding interest on deposits 3.38 x 2.56 x 2.46 x 3.38 x 3.25 x 3.21 x Including interest on deposits 2.20 x 1.56 x 1.43 x 1.65 x 1.60 x 1.61 x
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